<PAGE>   1

                                                                    EXHIBIT 10-T

                                 THIRD AMENDMENT
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of November 14, 2000, is entered into by and among
HERCULES INCORPORATED, a Delaware corporation (the "Company"), BETZDEARBORN
CANADA, INC., an Ontario corporation (the "Canadian Borrower"), certain
subsidiaries of the Company identified on the signature pages hereto (the
"Subsidiary Guarantors"), the several banks and other financial institutions
identified on the signature pages hereto, BANK OF AMERICA, N.A., as
administrative agent (the "Administrative Agent") and BANK OF AMERICA CANADA, as
Canadian administrative agent (the "Canadian Administrative Agent"). Except as
otherwise defined in this Amendment, terms defined in the Credit Agreement
referred to below (as amended by this Amendment) are used herein as defined
therein.

                                    RECITALS

     A.   The Company, the Canadian Borrower, the Subsidiary Guarantors party
thereto, the Lenders party thereto, the Administrative Agent and the Canadian
Administrative Agent entered into that certain Amended and Restated Credit
Agreement dated as of April 19, 1999 (as amended by that First Amendment to
Amended and Restated Credit Agreement dated as of March 31, 2000 and as further
amended by that Second Amendment to Amended and Restated Credit Agreement dated
as of July 26, 2000, and as may be further amended, restated, modified or
supplemented from time to time, the "Credit Agreement").

     B.   The Company has requested certain modifications to the Credit
Agreement.

     C.   Such modifications require the consent of the Required Lenders.

     D.   The Required Lenders have consented to the requested modifications on
the terms and conditions set forth herein.

     E.   The Company has requested an additional $375 million term loan and the
Tranche D Lenders have agreed to make such term loan, and to become parties to
the Credit Agreement, on the terms and conditions set forth below.

     F.   In connection with, and in consideration of, the agreements of the
Required Lenders set forth herein (which agreements it is acknowledged shall
benefit all Subsidiaries of the Company), certain Subsidiaries of the Company
not previously Guarantors have agreed to become parties to the Credit Agreement
and Guarantors thereunder.


<PAGE>   2


                                    AGREEMENT

     NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

I.   AMENDMENTS TO CREDIT AGREEMENT

     Subject to the satisfaction of the conditions precedent set forth in
Section 5 in Article IV hereof, from and after the Third Amendment Effective
Date (as defined below), the Credit Agreement (together with the Schedules and
Exhibits attached thereto) is hereby amended in its entirety to read in the form
of such Credit Agreement (together with the Schedules and Exhibits attached
thereto) attached hereto as Exhibit A to this Amendment.

II.  ADDITIONAL GUARANTORS

     From and after the Third Amendment Effective Date, the Guarantors under the
Credit Agreement shall include the Guarantors party to the Credit Agreement
prior to this Amendment and each additional Subsidiary of the Company identified
as a Subsidiary Guarantor on the signature pages hereto (the "Additional
Guarantors"). Each of the Additional Guarantors hereby acknowledges, agrees and
confirms that, by its execution of this Amendment, such Additional Guarantor
will be deemed to be a party to the Credit Agreement and a "Guarantor" and
"Credit Party" for all purposes of the Credit Agreement, and shall have all of
the obligations of a Guarantor and Credit Party thereunder as if it had executed
the Credit Agreement. Each Additional Guarantor hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
applicable to the Guarantors and Credit Parties contained in the Credit
Agreement. Without limiting the generality of the foregoing terms of this
paragraph, each Additional Guarantor hereby jointly and severally together with
the other Guarantors, guarantees to each Lender and the Administrative Agent, as
provided in Section 3A of the Credit Agreement, the prompt payment and
performance of the Guaranteed Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in
accordance with the terms thereof.

III. TRANCHE D TERM LOAN

     From and after the Third Amendment Effective Date, by execution of this
Amendment, each Person identified on the signature pages hereto as a Tranche D
Lender hereby acknowledges, agrees and confirms that, by its execution of this
Amendment, such Person will be deemed to be a party to the Credit Agreement and
a "Tranche D Lender" and "Lender" for all purposes of the Credit Agreement, and
shall have all of the obligations of a Tranche D Lender and Lender thereunder as
if it had executed the Credit Agreement. Such Person hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and
conditions applicable to the Tranche D Lenders and the Lenders contained in the
Credit Agreement.


                                       2

<PAGE>   3


IV.  MISCELLANEOUS

     1.   Representations and Warranties. Each of the Credit Parties represents
and warrants to the Lenders, the Administrative Agent and the Canadian
Administrative Agent as follows:

          (i)  It has taken all necessary action to authorize the execution,
delivery and performance of this Amendment.

          (ii) This Amendment has been duly executed and delivered by such
     Credit Party and constitutes such Credit Party's legal, valid and binding
     obligation, enforceable in accordance with its terms, except as such
     enforceability may be limited (x) by general principles of equity and
     conflicts of laws or (y) by bankruptcy, reorganization, insolvency,
     moratorium or other laws of general application relating to or affecting
     the enforcement, of creditors' rights.

          (iii) No consent, approval, authorization or order of, or filing,
     registration or qualification with, any court or governmental authority or
     third party is required in connection with the execution, delivery or
     performance by such Credit Party of this Amendment.

          (iv) The execution and delivery of this Amendment does not diminish or
     reduce its obligations under the Credit Documents (including, without
     limitation, in the case of each Guarantor, such Guarantor's guaranty
     pursuant to Section 3A of the Credit Agreement) in any manner, except as
     specifically set forth herein.

          (v) Such Credit Party has no claims, counterclaims, offsets, or
     defenses to the Credit Documents and the performance of its obligations
     thereunder, or if such Credit Party has any such claims, counterclaims,
     offsets, or defenses to the Credit Documents or any transaction related to
     the Credit Documents, the same are hereby waived, relinquished and released
     in consideration of the Required Lenders' execution and delivery of this
     Amendment.

          (vi) The representations and warranties of the Credit Parties set
     forth in Section 1 of the Credit Agreement are true and correct as of the
     date hereof (except those that expressly relate to an earlier date) and all
     of the provisions of the Credit Documents, except as amended hereby, are in
     full force and effect.

          (vii) Subsequent to the execution and delivery of this Amendment and
     after giving effect hereto, no unwaived event has occurred and is
     continuing which constitutes a Default or an Event of Default.

     2.   Liens. Each Credit Party affirms the liens and security interests
created and granted by it in the Credit Documents (including, but not limited
to, the Pledge Agreement, the


                                       3

<PAGE>   4


Security Agreement and the Mortgages) and agrees that this Amendment shall in no
manner adversely affect or impair such liens and security interests.

     3.   Effect of Amendment. Except as expressly modified and amended in this
Amendment, all of the terms, provisions and conditions of the Credit Documents
shall remain unchanged and in full force and effect. The Credit Documents and
any and all other documents heretofore, now or hereafter executed and delivered
pursuant to the terms of the Credit Agreement are hereby amended so that any
reference to the Credit Agreement shall mean a reference to the Credit Agreement
as amended hereby.

     4.   Expenses. The Company agrees to pay all reasonable costs and expenses
incurred in connection with the preparation, execution and delivery of this
Amendment, including the reasonable fees and expenses of the Administrative
Agent's legal counsel.

     5.   Conditions Precedent. This Amendment shall become effective on the day
(the "Third Amendment Effective Date") on which each of the following conditions
precedent has been satisfied:

          (a)  the Administrative Agent shall have received counterparts of (i)
     this Amendment, duly executed and delivered by each of the Credit Parties,
     the Required Lenders, the Tranche D Lenders and by the Administrative Agent
     and the Canadian Administrative Agent, (ii) Notes duly executed and
     delivered by the Company in substantially the form of Exhibit A(amd) to
     evidence the Tranche D Term Loan, (iii) the Pledge Agreement, duly executed
     and delivered by each Credit Party, (iv) the Security Agreement, duly
     executed and delivered by each Credit Party, and (v) the Mortgages, duly
     executed and delivered by the applicable Credit Parties, together with a
     certificate of the Secretary or Assistant Secretary of the Company and each
     other Credit Party as to the incumbency and specimen signatures of the
     officers of the Company and each other Credit Party who are authorized to
     execute such Credit Documents and each other document to be executed and
     delivered by the Company or any other Credit Party pursuant hereto;

          (b)  the Administrative Agent shall have received a certified copy of
     the resolutions of the Board of Directors of the Company and each other
     Credit Party evidencing its approval of this Amendment, the Tranche D
     Notes, the Collateral Documents and the other Credit Documents and matters
     contemplated hereby, and a certified copy of all documents evidencing other
     necessary corporate action and governmental approvals, if any, with respect
     to this Amendment, the Tranche D Notes and the other Credit Documents;

          (c)  the Administrative Agent shall have received opinions of Israel
     J. Floyd, General Counsel of the Company, and Ballard Spahr Andrews &
     Ingersoll, LLP, acting as counsel to each of the Credit Parties, in form
     and substance satisfactory to the Administrative Agent and the Tranche D
     Arranger;



                                       4

<PAGE>   5


          (d)  the Administrative Agent shall have received all documents it may
     reasonably request relating to the existence and good standing of the
     Credit Parties and to the authorization, execution and delivery of this
     Amendment and the other Credit Documents and other matters relevant hereto,
     all in form and substance satisfactory to the Administrative Agent and its
     counsel in their reasonable discretion;

          (e)  the Administrative Agent shall have received from a Responsible
     Officer of the Company a certificate to the effect that as of the date
     hereof and as of the Third Amendment Effective Date all representations and
     warranties made by the Company and each other Credit Party in this
     Amendment and each other Credit Document are true and correct in all
     material respects;

          (f)  the Company shall have received (or shall be unconditionally
     entitled to receive) $775,000,000 in gross proceeds from (i) the Senior
     Notes or the Bridge Notes and (ii) the Tranche D Term Loans extended
     hereunder and shall have applied the Net Cash Proceeds thereof (or shall
     have made arrangements reasonably satisfactory to the Administrative Agent
     and the Tranche D Arranger to apply such Net Cash Proceeds) in a manner
     consistent with the sources and uses table set forth on Schedule VIII to
     the Credit Agreement;

          (g)  no Default or Event of Default shall have occurred and be
     continuing;

          (h)  the Collateral Agent shall have received (except to the extent
     the Collateral Agent shall have agreed to give the Credit Parties
     additional time, not to exceed 60 days from the Third Amendment Effective
     Date, to deliver any such item) (i) delivery in pledge of stock
     certificates representing all (or, in the case of a First Tier Foreign
     Subsidiary, 65%) of the interests in any Domestic Subsidiary or First Tier
     Foreign Subsidiary of the Company held or beneficially owned by any Credit
     Party (unless such stock certificates constitute or represent Excluded
     Assets), together with assignments thereof duly endorsed in blank by the
     registered holder thereof, (ii) perfection by control over all other
     investment property constituting Collateral other than the Excluded Assets,
     and (iii) financing statements covering all personal property and fixtures
     constituting Collateral other than the Excluded Assets and duly executed by
     the Credit Parties in form sufficient for filing in all jurisdictions that
     are scheduled as filing jurisdictions in the Collateral Documents or as to
     which the filing of financing statements may reasonably be requested by any
     Agent;

          (i)  the principal amount of and all interest due and payable on the
     Tranche C Term Loan shall have been repaid in full;

          (j)  the Company shall demonstrate minimum current availability under
     the Revolving Committed Amount of $400,000,000 after giving effect to all
     the transactions contemplated hereby; and

          (k)  each Lender party to the Credit Agreement who executes this
     Amendment on or before 5:00 P.M. Eastern Standard Time on November 10, 2000
     (provided this

                                       5

<PAGE>   6


     Amendment is approved by the Required Lenders) shall have received an
     amendment fee equal to 0.25% of the sum of each Lender's Commitment
     Percentage of the Revolving Loans and the Tranche A Term Loan prior to
     giving effect to transactions contemplated hereby (without giving effect to
     the Tranche D Term Loan).

     6.   Counterparts. This Amendment may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument.

     7.   Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of North Carolina.

     8.   ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER
HEREOF. THESE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.



                                       6

<PAGE>   7




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


THE COMPANY:                       HERCULES INCORPORATED,
                                   a Delaware corporation

                                   By:    /s/ Stuart Shears
                                   Name:_______________________________________
                                   Title: _____________________________________

CANADIAN
BORROWER:                          BETZDEARBORN CANADA, INC.,
                                   an Ontario corporation

                                   By:    /s/ Israel J. Floyd
                                   Name:_______________________________________
                                   Title: _____________________________________



<PAGE>   8



OTHER SUBSIDIARY
GUARANTORS:
                              HERCULES CREDIT, INC.,
                                   a Delaware corporation
                              HERCULES FLAVOR, INC.,
                                   a Delaware corporation
                              WSP, INC.,
                                   a Delaware corporation
                              AQUALON COMPANY,
                                   a Delaware partnership
                              HERCULES FINANCE COMPANY,
                                   a Delaware partnership
                              FIBERVISIONS, L.L.C.,
                                   a Delaware limited liability company
                              FIBERVISIONS INCORPORATED,
                                   a Delaware corporation
                              FIBERVISIONS PRODUCTS, INC.,
                                   a Georgia corporation
                              HERCULES INTERNATIONAL LIMITED,
                                   a Delaware corporation
                              BETZDEARBORN, INC.,
                                   a Pennsylvania corporation
                              BETZDEARBORN EUROPE, INC.,
                                   a Pennsylvania corporation
                              DRC, LTD.,
                                   a Delaware corporation
                              BL TECHNOLOGIES, INC.,
                                   a Delaware corporation
                              BLI HOLDINGS, INC.,
                                   a Delaware corporation
                              HERCULES SHARED SERVICES CORP.,
                                   a Delaware corporation
                              BETZDEARBORN INTERNATIONAL, INC.,
                                   a Pennsylvania corporation


                              [signature pages continue]


<PAGE>   9


                              ATHENS HOLDINGS INC.,
                                   a Delaware corporation
                              BETZDEARBORN CHINA, LTD.,
                                   a Delaware corporation
                              BL CHEMICALS, INC.,
                                   a Delaware corporation
                              CHEMICAL TECHNOLOGIES INIDA, LTD.,
                                   a Delaware corporation
                              COVINGTON HOLDINGS INC.,
                                   a Delaware corporation
                              EAST BAY REALTY SERVICES, INC.,
                                   a Delaware corporation
                              FIBERVISIONS L.P.,
                                   a Delaware partnership
                              HERCOFINA,
                                   a Delaware corporation
                              HERCULES CHEMICAL CORPORATION,
                                   a Delaware corporation
                              HERCULES COUNTY CLUB, INC.,
                                   a Delaware corporation
                              HERCULES EURO HOLDINGS, L.L.C.,
                                   a Delaware limited liability company
                              HERCULES INTERNATIONAL LIMITED, L.L.C.,
                                   a Delaware limited liability company
                              HERCULES INVESTMENTS LLC,
                                   a Delaware limited liability company
                              HISPAN CORPORATION,
                                   a Delaware corporation



                              By:     /s/ Stuart Shears
                              Name:_______________________________________
                              Title: _____________________________________

                                        for each of the foregoing


<PAGE>   10


ADMINISTRATIVE
AGENT:                        BANK OF AMERICA, N.A.,
                              in its capacity as Administrative Agent and as a
                              Lender

                              By: /s/ Donald J. Chin
                                  ----------------------------------------
                              Name:
                                   ---------------------------------------
                              Title:
                                     -------------------------------------

CANADIAN
ADMINISTRATIVE AGENT:         BANK OF AMERICA CANADA,
                              as Canadian Administrative Agent


                              By: /s/ Donald Chung
                                  ----------------------------------------
                              Name:
                                   ---------------------------------------
                              Title:
                                     -------------------------------------
<PAGE>   11


LENDERS:
                              [NAME OF LENDER]


                              By: ________________________________________
                              Name:_______________________________________
                              Title: _____________________________________


<PAGE>   12


TRANCHE D                     CREDIT SUISSE FIRST BOSTON
LENDER:


                              By: ________________________________________
                              Name:_______________________________________
                              Title: _____________________________________




<PAGE>   13
                                                                      EXHIBIT A




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

                      Amended and Restated Credit Agreement

                           Dated as of April 19, 1999

                                      among

                             HERCULES INCORPORATED,
                                  as Borrower,

                    The Subsidiaries of Hercules Incorporated
                        From time to time parties thereto

                               The Several Lenders
                        from time to time parties thereto

                             BANK OF AMERICA, N.A.,
                           formerly NationsBank, N.A.,
                            as Administrative Agent,

                             BANK OF AMERICA CANADA,
                        as Canadian Administrative Agent,

                                       and

                            THE CHASE MANHATTAN BANK,

                          MORGAN GUARANTY TRUST COMPANY
                                   OF NEW YORK
                                       and
                                 CITIBANK, N.A.,
                             As Co-Syndication Agent


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


                           CREDIT SUISSE FIRST BOSTON
           Lead Arranger and Book Manager for the Tranche D Term Loan



<PAGE>   14



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>     <C>                                                                                    <C>
SECTION 1.    Representations and Warranties of the Company...............................     1
     1.1.     Corporate Authority.........................................................     1
     1.2.     Financial Statements........................................................     2
     1.3.     Validity of Documents.......................................................     2
     1.4.     No Events of Default........................................................     3
     1.5.     Litigation..................................................................     3
     1.6.     Use of Proceeds.............................................................     3
     1.7.     No Change...................................................................     3
     1.8.     Federal Regulations.........................................................     3
     1.9.     ERISA.......................................................................     4
     1.10.    Investment Company Act; Other Regulations...................................     4
     1.11.    Compliance with Law.........................................................     4
     1.12.    Taxes.......................................................................     4
     1.13.    Subsidiaries................................................................     5
     1.14.    Environmental Matters.......................................................     5
     1.15.    Solvency....................................................................     6
     1.16.    Disclosure..................................................................     6
     1.17.    No Burdensome Restrictions..................................................     6
     1.18.    Representations and Warranties from Merger Agreement........................     6
     1.19.    Year 2000 Compliance........................................................     6
     1.20.    Collateral Documents........................................................     7
SECTION 2.    Amount and Terms of Commitments.............................................     7
     2.1.     Revolving Credit Commitments................................................     7
     2.2.     Notes Evidencing Revolving Credit Loans.....................................     8
     2.3.     Procedure for Revolving Credit Borrowing....................................     8
     2.4.     Fees........................................................................    10
     2.5.     Termination or Reduction of a Revolving Committed Amount....................    11
     2.6.     Prepayments.................................................................    11
     2.7.     Conversion and Continuation Options.........................................    15
     2.8.     Minimum Amounts of Tranches and Maximum Number of Eurodollar Loans..........    17
     2.9.     Interest Rates and Payment Dates............................................    17
     2.10.    Computation of Interest and Fees............................................    18
     2.11.    Pro Rata Treatment and Payments.............................................    18
     2.12.    Taxes.......................................................................    19
     2.13.    Designated Borrowers........................................................    20
     2.14.    Several Liability of Borrowers..............................................    21
     2.15.    Swingline Loan Subfacility..................................................    21
     2.16.    Letter of Credit Subfacility................................................    23
     2.17.    Term Loan Tranches..........................................................    27
     2.18.    Bankers' Acceptances........................................................    32
SECTION 3.    Change in Circumstances Affecting Loans or Bankers' Acceptances.............    35
     3.1.     Basis for Determining Interest Rate Inadequate or Unfair; Inability to
              Create Bankers' Acceptances.................................................    35
</TABLE>


                                       i

<PAGE>   15


<TABLE>
<CAPTION>
<S>  <C>                                                                                       <C>
     3.2.     Illegality..................................................................     36
     3.3.     Increased Cost..............................................................     36
     3.4.     Effect on Obligation to Convert.............................................     37
     3.5.     Funding Losses..............................................................     38
SECTION 3A.   Guaranty....................................................................     38
     3A.1.    Guaranty of Payment.........................................................     38
     3A.2.    Obligations Unconditional...................................................     38
     3A.3.    Modifications...............................................................     39
     3A.4.    Waiver of Rights............................................................     39
     3A.5.    Reinstatement...............................................................     39
     3A.6.    Remedies....................................................................     40
     3A.7.    Limitation of Guaranty......................................................     40
     3A.8.    Rights of Contribution......................................................     40
SECTION 4.    Conditions Precedent........................................................     40
     4.1      Effectiveness of this Agreement.............................................     40
     4.2.     Conditions to all Borrowings................................................     41
SECTION 5.    Covenants...................................................................     42
     5.1.     Affirmative Covenants.......................................................     42
     5.2.     Negative Covenants..........................................................     47
     5.3.     Incorporation of Covenants from Senior Note Indenture.......................     52
SECTION 6.    Defaults....................................................................     53
     6.1.     Defaults; Events of Default; Certain Remedies...............................     53
     6.2.     Conversion and Redenomination Certain Loans; Purchase of Risk
              Participations..............................................................     56
SECTION 7.    Definitions.................................................................     56
SECTION 8.    The Agents..................................................................     79
     8.1.     Appointment.................................................................     79
     8.2.     Delegation of Duties........................................................     80
     8.3.     Exculpatory Provisions......................................................     80
     8.4.     Reliance by Agents..........................................................     80
     8.5.     Notice of Default...........................................................     80
     8.6.     Non-Reliance on Agents and Other Lenders....................................     81
     8.7.     Indemnification.............................................................     81
     8.8.     Agent in Its Individual Capacity............................................     81
     8.9.     Successor Agent.............................................................     81
     8.10.    Tranche D Arranger..........................................................     82
SECTION 9.    Miscellaneous...............................................................     82
     9.1.     Amendments and Waivers......................................................     82
     9.2.     Notices.....................................................................     83
     9.3.     No Waiver; Cumulative Remedies..............................................     84
     9.4.     Survival of Representations and Warranties..................................     85
     9.5.     Payment of Expenses and Taxes...............................................     85
     9.6.     Successors and Assigns; Participations and Assignments......................     85
     9.7.     Adjustments; Set-off........................................................     87
     9.8.     Counterparts................................................................     88
     9.9.     Adjustments for Changes in GAAP.............................................     88
</TABLE>


                                       ii

<PAGE>   16


<TABLE>
<CAPTION>
<S>  <C>                                                                                       <C>
     9.10.    Severability; Section Headings..............................................     88
     9.11.    Integration.................................................................     88
     9.12.    Governing Law...............................................................     88
     9.13.    Submission To Jurisdiction; Waivers.........................................     88
     9.14.    Acknowledgments.............................................................     89
     9.15.    Waiver of Jury Trial........................................................     89
     9.16.    Confidentiality.............................................................     89
     9.17.    Prudential Intercreditor Agreement..........................................     90
     9.18.    Binding Effect; Amendment and Restatement of Existing Credit
              Agreement; Further Assurances...............................................     90
     9.19.    Judgment Currency...........................................................     90
     9.20.    First Amendment to Pledge Agreement.........................................     91
</TABLE>


                                      iii

<PAGE>   17


EXHIBITS

Exhibit A - Form of Regular Note
Exhibit A(amd) - Form of Tranche D Note
Exhibit B - Form of Canadian Borrower Note
Exhibit C - Form of Assignment and Acceptance
Exhibit D - Form of Borrower Joinder Agreement
Exhibit E - Form of Guarantor Joinder Agreement
Exhibit F - Form of Advance Request
Exhibit G - Form of Notice of Borrowing for Term Loans
Exhibit H - Form of Notice of Continuation/Conversion
Exhibit I - Form of Pledge Agreement
Exhibit J - Form of Prudential Intercreditor Agreement
Exhibit K - Form of Security Agreement


SCHEDULES

SCHEDULE I - Commitments and Commitment Percentages
SCHEDULE II - Subsidiaries
SCHEDULE III - Required Consents, Authorizations, Notices and Filings
SCHEDULE IV - Existing Indebtedness of the Company and its Subsidiaries
SCHEDULE V - [Intentionally omitted]
SCHEDULE VI - Existing Letters of Credit
SCHEDULE VII - Names and Addresses of Lenders
SCHEDULE VIII - Sources and Uses on Third Amendment Effective Date
SCHEDULE IX - Certain Excluded Assets
SCHEDULE X - Permitted Investments
SCHEDULE XI - Permitted Liens



                                       iv

<PAGE>   18



                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

     AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 19, 1999 (as
amended, supplemented or otherwise modified from time to time pursuant to the
applicable provisions hereof, the "Agreement"), among HERCULES INCORPORATED, a
Delaware corporation (the "Company"), such subsidiaries of the Company as may
from time to time be Borrowers and/or Guarantors hereunder in accordance with
the provisions hereof (collectively with the Company, the "Credit Parties"), the
several banks and other financial institutions from time to time parties to this
Agreement (the "Lenders"), BANK OF AMERICA, N.A., formerly NationsBank, N.A., as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders, BANK OF AMERICA CANADA, as Canadian administrative agent (in such
capacity, the "Canadian Administrative Agent") for the Lenders, and THE CHASE
MANHATTAN BANK, MORGAN GUARANTY TRUST COMPANY OF NEW YORK and CITIBANK, N.A., as
Co-Syndication Agents (in such capacity, the "Co-Agents").

                                    RECITALS

     A    The Credit Parties party thereto, the Administrative Agent, the
          Co-Agents, and the Lenders party thereto entered into that certain
          Credit Agreement dated as of October 15, 1998 (as amended by Amendment
          No. 1 to Credit Agreement dated as of December 31, 1998, the "Existing
          Credit Agreement").

     B    The Credit Parties, the Lenders, the Administrative Agent, the
          Canadian Administrative Agent and the Co-Agents wish to amend and
          restate the terms and conditions of the Existing Credit Agreement as
          set forth below.

     Therefore, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Credit Parties, the Lenders, the
Administrative Agent the Canadian Administrative Agent and the Co-Agents agree
as follows:

          SECTION 1.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     In order to induce the Lenders and the Agents (as that term and other
capitalized terms not otherwise defined herein are hereinafter defined in
Section 7) to enter into this Agreement and to make the Loans and other
extensions of credit hereunder, the Credit Parties make the following
representations, covenants and warranties which shall survive the execution and
delivery of the Credit Documents:

1.1.     CORPORATE AUTHORITY.

     (a)  Each Credit Party is a duly and validly existing corporation,
and is in good standing under the laws of the jurisdiction of its incorporation.
The execution, delivery and performance of the Credit Documents are within each
Credit Party's corporate authority and have been duly authorized by proper
corporate proceedings. This Agreement has been, and each of the other Credit
Documents required to be executed and delivered by a Credit Party will be, duly
executed and delivered by each Credit Party that is a party thereto.

     (b)  Each Credit Party (i) has the corporate or other necessary 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 and (ii) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing could not reasonably be expected to have a
Material Adverse Effect.



<PAGE>   19


1.2.      FINANCIAL STATEMENTS.

     (a)  The consolidated balance sheet of the Company and its Consolidated
Subsidiaries as of December 31, 1997, and the related consolidated statements of
income, stockholders' equity and cash flow (including the notes thereto) for the
fiscal year ended on such date, reported upon by Coopers & Lybrand, present
fairly in all material respects the consolidated financial position of the
Company and its Consolidated Subsidiaries as of said date and the consolidated
results of their operations for such fiscal year, in conformity with GAAP.

     (b)  The consolidated balance sheets of the Company and its Consolidated
Subsidiaries as of June 30, 1998, and the related consolidated statements of
income and cash flows for the quarterly period ended on such date, present
fairly in all material respects the consolidated financial position of the
Company and its Consolidated Subsidiaries as of said date and the consolidated
results of their operations for such quarterly period, in conformity with GAAP;
provided, however, that such financial statements are subject to year-end
adjustments and are presented without footnotes.

     (c)  The pro forma consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the Closing Date giving effect to the
Acquisition in accordance with the terms of the Merger Agreement and reflecting
estimated purchase price accounting adjustments, has heretofore been furnished
to each Lender. Such pro forma balance sheet is based upon reasonable
assumptions made known to the Lenders and upon information not known to be
incorrect or misleading in any material respect.

     (d)  The pro forma consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of September 30, 2000, giving effect to the
transactions contemplated by the Third Amendment, has heretofore been furnished
to each Lender. Such pro forma balance sheet is based upon reasonable
assumptions made known to the Lenders and upon information not known to be
incorrect or misleading in any material respect.

     (e)  The financial statements delivered to the Lenders pursuant to
subsection 5.1(a)(i)(A) and (B), (i) have been prepared in accordance with GAAP
(except as may otherwise be permitted hereunder) and (ii) present fairly (on the
basis disclosed in the footnotes to such financial statements) the consolidated
financial condition, results of operations and cash flows of the Company and its
Consolidated Subsidiaries as of such date and for such periods.

1.3.      VALIDITY OF DOCUMENTS.

     (a)  This Agreement constitutes, and the other Credit Documents when duly
executed and delivered by each Credit Party that is a party thereto in
accordance with this Agreement will constitute, legal, valid and binding
obligations of each Credit Party, each enforceable in accordance with its terms
except as the enforceability of such Credit Document may be limited (x) by
general principles of equity and conflicts of laws or (y) by bankruptcy,
reorganization, insolvency, moratorium or other laws of general application
relating to or affecting the enforcement, of creditors' rights. Neither the
execution, delivery or performance of this Agreement or the other Credit
Documents, nor compliance with the terms and provisions hereof and thereof, will
(i) conflict with, or result in a breach of any provisions of, any Requirement
of Law applicable to the Credit Parties, specifically including the certificate
of incorporation or the by-laws of a Credit Party, or any agreement or
instrument to which a Credit Party is a party, or by which it or its properties
is bound, or constitute a default thereunder, except where such conflict, breach
or default would not reasonably be expected to have a Material Adverse Effect or
(ii) result in or require the creation of any Lien (other than those
contemplated in or created in connection with the Credit Documents) upon a
Credit Party or with respect to its properties.



                                       2

<PAGE>   20


     (b)  No consent or authorization of, filing with, notice to or other
similar act by or in respect of, any Governmental Authority or any other Person
is required to be obtained or made by or on behalf of any Credit Party in
connection with the borrowings or other extensions of credit hereunder or with
the execution, delivery, performance, validity or enforceability of the Credit
Documents to which such Credit Party is a party, except for (i) consents,
authorizations, notices and filings described in Schedule III, all of which have
been obtained or made or have the status described in such Schedule III and (ii)
filings to perfect the Liens created by the Collateral Documents.

1.4.      NO EVENTS OF DEFAULT.

     No Event of Default specified in subsection 6.1 of this Agreement and no
event of default specified in any other agreement evidencing indebtedness of the
Company or any of its Subsidiaries for borrowed money in excess of $25,000,000,
and no event which, with the giving of notice or lapse of time, or both, could
become such an Event of Default or event of default, has occurred and is
continuing.

1.5.      LITIGATION.

     Except as set forth on the Company's Form 10-Q filed with the Securities
and Exchange Commission for the quarterly period ended June 30, 1998, there are
no actions, suits or proceedings pending or, to the knowledge of a Credit Party,
threatened against or affecting the Company or any Consolidated Subsidiary
before any court or before any governmental or administrative body or agency,
which could reasonably be expected to have a Material Adverse Effect.

1.6.      USE OF PROCEEDS.

     The proceeds of the Revolving Credit Loans shall be used for general
working capital purposes in the ordinary course of business consistent with past
practices of the Company. The Letters of Credit shall be used only for or in
connection with appeal bonds, reimbursement obligations arising in connection
with surety and reclamation bonds, reinsurance, domestic or international trade
transactions and obligations not otherwise aforementioned relating to
transactions entered into by the applicable account party in the ordinary course
of business. For purposes hereof "general working capital purposes" shall
include capital expenditures but shall not include (i) the funding of
acquisitions or (ii) the payment, prepayment, purchase or redemption of
Indebtedness (other than (a) payments or prepayments of Indebtedness evidenced
by this Agreement and the Notes, (b) regularly scheduled payments of
Indebtedness permitted under subsection 5.2(f), including any payment or
prepayment of the Bridge Notes with the proceeds of a refinancing thereof that
is permitted under subsection 5.2(f)(ix) and (c) the prepayment or payment of
the outstanding principal amount of the Floating Rate Preferred Securities due
December 29, 2000 referenced on Schedule VIII in an aggregate amount equal to
$170,000,000) or of any Capital Stock. The proceeds of the Tranche D Term Loan
shall be used to make the repayments required by subsection 2.6(d), and any such
proceeds thereafter remaining shall be used to pay fees and expenses that are
due under the Credit Documents or payable by the Company in connection with the
issuance and sale of the Senior Notes or the Bridge Notes.

1.7.      NO CHANGE.

     Since June 30, 1998, there has been no development or event which has had
or could reasonably be expected to have a Material Adverse Effect.

1.8.      FEDERAL REGULATIONS.

     No part of the Letters of Credit or 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 Regulation U of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect or for any purpose which violates the provisions of the Regulations of
such Board of Governors. If requested by any Lender or the Administrative Agent,
each Borrower will furnish to the


                                       3

<PAGE>   21


Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in said
Regulation U.


1.9.      ERISA.

     Each of the following statements is true, except to the extent that the
events or conditions causing such statements to be untrue, either individually
or in the aggregate, would not be reasonably likely to result in any liability
having a Material Adverse Effect: 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 Plan, and
each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code. No termination of a Single Employer Plan has occurred,
and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period. 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. Neither a Credit Party nor any Commonly Controlled Entity
has had a complete or partial withdrawal from any Multiemployer Plan, and
neither a Credit Party nor any Commonly Controlled Entity would become subject
to any liability under ERISA if such Credit Party or any such Commonly
Controlled Entity were to withdraw completely from all Multiemployer Plans as of
the valuation date most closely preceding the date on which this representation
is made or deemed made. No such Multiemployer Plan is in Reorganization or
Insolvent.

1.10.     INVESTMENT COMPANY ACT; OTHER REGULATIONS.

     No Credit Party 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 Credit Party is subject to regulation under any Federal or State
statute or regulation which limits its ability to incur Indebtedness. No
director, executive officer or principal shareholder of a Credit Party or any of
its Subsidiaries is a director, executive officer or principal shareholder of
any Lender. For the purposes hereof the terms "director", "executive officer"
and "principal shareholder" (when used with reference to any Lender) have the
respective meanings assigned thereto in Regulation O issued by the Board of
Governors of the Federal Reserve System. None of the transactions contemplated
by this Agreement (including, without limitation, the direct or indirect use of
the proceeds of the Loans) will violate or result in a violation of the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, or regulations issued pursuant thereto.

1.11.     COMPLIANCE WITH LAW.

     Each of the Company and its Consolidated Subsidiaries 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 Effect.

1.12.     TAXES.

     Each of the Company and its Consolidated Subsidiaries has filed, or caused
to be filed, all tax returns (federal, state, provincial, local and foreign)
required to be filed and paid (a) all amounts of taxes shown thereon to be due
(including interest and penalties) and (b) all other taxes, fees, assessments
and other governmental charges (including mortgage recording taxes, documentary
stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which
are not yet delinquent or (ii) that are being contested in good faith and by
proper proceedings, and against which adequate reserves are being maintained in
accordance with GAAP (if such reserves are required pursuant to GAAP). No Credit
Party is aware as of the Closing Date or as of the Third Amendment Effective
Date of any proposed tax assessments against any of the Company and its
Consolidated Subsidiaries, which could reasonably be expected to have a Material
Adverse Effect and against which adequate reserves are not being maintained in
accordance with GAAP (if such reserves are required pursuant to GAAP).



                                       4

<PAGE>   22


1.13.     SUBSIDIARIES.

     Set forth on Schedule II is a complete and accurate list of all
Subsidiaries of the Company. Information on Schedule II includes, for each
Credit Party and each other Material Subsidiary or First Tier Foreign
Subsidiary, jurisdiction of incorporation, the number of shares of each class of
Capital Stock outstanding, the number and percentage of outstanding shares of
each class owned (directly or indirectly) by a Credit Party; and the number and
effect, if exercised, of all outstanding options, warrants, rights of conversion
or purchase and all other similar rights with respect thereto. The outstanding
Capital Stock of all such Subsidiaries is validly issued, fully paid and
non-assessable and is owned by each such Credit Party, directly or indirectly,
free and clear of all Liens (other than those arising under or contemplated in
connection with the Credit Documents). Other than as set forth in Schedule II,
no such Subsidiary has outstanding any securities convertible into or
exchangeable for its Capital Stock nor does any such Person have outstanding any
rights to subscribe for or to purchase or any options for the purchase of, or
any agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to its Capital Stock.
Schedule II may be updated from time to time by the Company by giving written
notice thereof to the Administrative Agent.

1.14.     ENVIRONMENTAL MATTERS.

          (a)  Except as would not have or be reasonably expected to have a
Material Adverse Effect:

               (i) Each of the real properties owned by the Credit Parties (the
          "Real Properties") and all operations at the Real Properties are in
          compliance with all applicable Environmental Laws, and there is no
          violation of any Environmental Law with respect to the Real Properties
          or the businesses operated by the Company or any of its Subsidiaries
          (the "Businesses"), and there are no conditions relating to the
          Businesses or Real Properties that would be reasonably expected to
          give rise to liability under any applicable Environmental Laws.

               (ii) No Credit Party has received any written notice of, or
          inquiry from any Governmental Authority regarding, any violation,
          alleged violation, non-compliance, liability or potential liability
          regarding Hazardous Materials or compliance with Environmental Laws
          with regard to any of the Real Properties or the Businesses, nor does
          any Credit Party have knowledge or reason to believe that any such
          notice is being threatened.

               (iii) Hazardous Materials have not been transported or disposed
          of from the Real Properties, or generated, treated, stored or disposed
          of at, on or under any of the Real Properties or any other location,
          in each case by, or on behalf or with the permission of, the Company
          or any of its Subsidiaries.

               (iv) No judicial proceeding or governmental or administrative
          action is pending or, to the knowledge of any Credit Party,
          threatened, under any Environmental Law to which any Credit Party is
          or, to the best knowledge of such Credit Party, will be named as a
          party, 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 Company or any of its Subsidiaries, the Real Properties
          or the Businesses.

               (v) There has been no release or, to the best knowledge of any
          Credit Party, threat of release of Hazardous Materials at or from the
          Real Properties, or arising from or related to the operations
          (including, without limitation, disposal) of the Company or any of its
          Subsidiaries in connection with the Real Properties or otherwise in
          connection with the Businesses, in violation of, or in amounts or in a
          manner that could give rise to liability under, Environmental Laws.



                                       5

<PAGE>   23


               (vi) None of the Real Properties contains, or has previously
          contained, any Hazardous Materials at, on or under the Real Properties
          in amounts or concentrations that, if released, constitute or
          constituted a violation of, or would give rise to liability under,
          Environmental Laws.

               (vii) No Credit Party, nor any of its Subsidiaries, has assumed
          any liability of any Person (other than another Credit Party, or one
          of its Subsidiaries) under any Environmental Law.

     (b)  The Company has adopted procedures that are designed to (i) ensure
that each Credit Party, each of its operations and each of the properties owned
or leased by each Credit Party remains in compliance with applicable
Environmental Laws, to the extent that the failure to comply with such
Environmental Laws would have or would be reasonably expected to have a Material
Adverse Effect, and (ii) manage, to the same extent as and in accordance with
the practices of companies engaged in the same or a similar business, any
liabilities or potential liabilities that each Credit Party, any of its
operations and each of the properties owned or leased by each Credit Party may
have under applicable Environmental Laws.

1.15.     SOLVENCY.

     Each Credit Party is Solvent.

1.16.     DISCLOSURE.

     Neither this Agreement nor any financial statements delivered to the
Lenders nor any other document, certificate or statement furnished to the
Lenders by or on behalf of the Company or any of its Consolidated Subsidiaries
in connection with the transactions contemplated hereby contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained therein or herein not misleading.

1.17.     NO BURDENSOME RESTRICTIONS.

     Neither the Company nor any of its Subsidiaries is a party to any agreement
or instrument or subject to any other obligation or any charter or corporate
restriction or any provision of any applicable law, rule or regulation which,
individually or in the aggregate, could have a Material Adverse Effect.

1.18.     REPRESENTATIONS AND WARRANTIES FROM MERGER AGREEMENT.

     As of the Closing Date, each of the representations and warranties made in
the Merger Agreement by each of the parties thereto is true and correct in all
material respects.

1.19.     YEAR 2000 COMPLIANCE.

     Each of the Credit Parties has (i) initiated a review and assessment of all
areas within its and each of its Subsidiaries' businesses and operations
(including those affected by suppliers, vendors and customers) that could be
adversely affected by the "Year 2000 Problem" (that is, the risk that computer
applications may not be able to recognize and properly perform date-sensitive
functions after December 31, 1999), (ii) developed a plan and timeline for
addressing the Year 2000 Problem on a timely basis, and (iii) to date,
implemented that plan in accordance with that timetable. Based on the foregoing,
each Credit Party believes that all computer applications that are material to
its or any of its Subsidiaries' business and operations are reasonably expected
on a timely basis to be able to perform properly date-sensitive functions for
all dates before and after January 1, 2000 (that is, be "Year 2000 Compliant"),
except to the extent that a failure to do so could not reasonably be expected to
have a Material Adverse Effect.



                                       6

<PAGE>   24

1.20.     COLLATERAL DOCUMENTS.

     The Collateral Documents create valid security interests in, and Liens on,
the Collateral purported to be covered thereby, which security interests and
Liens will upon the filing of the UCC financing statements executed by the
Credit Parties in the appropriate filing jurisdictions, the delivery of all
stock certificates pledged pursuant to the Pledge Agreement and the recording of
the Mortgages in the appropriate filing jurisdictions, be and remain perfected
security interests and Liens, prior to all other Liens other than Liens
permitted under subsection 5.2(a). Each of the representations and warranties
made by the Company and the other Credit Parties in the Collateral Documents is
true and correct in all material respects.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.

2.1.      REVOLVING CREDIT COMMITMENTS.

     (a)  U.S. Revolving Loans. Subject to the terms and conditions hereof, each
U.S. Lender severally agrees, on the terms and conditions hereinafter set forth,
to make revolving credit loans ("U.S. Revolving Loans") to a Borrower, in U.S.
Dollars, from time to time during the Commitment Period in an aggregate
principal amount at any one time outstanding not to exceed the amount of such
Lender's Commitment Percentage of ONE HUNDRED TWENTY MILLION DOLLARS
($120,000,000) (as such amount may be reduced pursuant to subsection 2.5 or
subsection 2.6(b)(v)(I), the "U.S. Revolving Committed Amount"); provided that
with regard to each individual U.S. Lender, the principal amount of such U.S.
Lender's pro rata share of outstanding U.S. Revolving Loans plus LOC Obligations
outstanding (plus, if applicable, such U.S. Lender's pro rata share of the
Swingline Loans) shall not exceed such U.S. Lender's Commitment Percentage of
the U.S. Revolving Committed Amount. During the Commitment Period each Borrower
may use the U.S. Revolving Committed Amount by borrowing, prepaying the U.S.
Revolving Loans in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof; provided that in no event shall the aggregate
principal amount of all U.S. Revolving Loans plus the U.S. Lenders' pro rata
share of all Swingline Loans plus the U.S. Lenders' pro rata share of all LOC
Obligations at any one time outstanding exceed the U.S. Revolving Committed
Amount.

     (b)  Multicurrency Revolving Loans. Subject to the terms and conditions
hereof, each Multicurrency Lender severally agrees, on the terms and conditions
hereinafter set forth, to make revolving credit loans ("Multicurrency Revolving
Loans") to a Borrower, in U.S. Dollars or in Euros, from time to time during the
Commitment Period in an aggregate principal Dollar Amount at any one time
outstanding not to exceed the amount of such Lender's Commitment Percentage of
SIX HUNDRED EIGHTY MILLION DOLLARS ($680,000,000) (as such amount may be reduced
pursuant to subsection 2.5 or subsection 2.6(b)(v)(I), the "Multicurrency
Revolving Committed Amount"); provided that with regard to each individual
Multicurrency Lender (other than Bank of America, N.A. with respect to Swingline
Loans), the Dollar Amount of such Multicurrency Lender's pro rata share of
outstanding Multicurrency Revolving Loans plus LOC Obligations outstanding
(plus, if applicable, such Multicurrency Lender's pro rata share of the
Swingline Loans) shall not exceed such Multicurrency Lender's Commitment
Percentage of the Multicurrency Revolving Committed Amount. During the
Commitment Period each Borrower may use the Multicurrency Revolving Committed
Amount by borrowing, prepaying the Multicurrency Revolving Loans in whole or in
part, and reborrowing, all in accordance with the terms and conditions hereof;
provided that in no event shall the aggregate Dollar Amount with respect to
principal of all Multicurrency Revolving Loans plus the Multicurrency Lenders'
pro rata share of all Swingline Loans plus the Multicurrency Lenders' pro rata
share of all LOC Obligations at any one time outstanding exceed the
Multicurrency Revolving Committed Amount.

     (c)  Canadian Revolving Loans. Subject to the terms and conditions
hereof, each Canadian Lender severally agrees, on the terms and conditions
hereinafter set forth, to make revolving credit loans ("Canadian Revolving
Loans") to the Canadian Borrower, in Canadian Dollars or in U.S. Dollars, from



                                       7

<PAGE>   25


time to time during the Commitment Period in an aggregate principal Dollar
Amount at any one time outstanding not to exceed the amount of such Lender's
Commitment Percentage of ONE HUNDRED MILLION DOLLARS ($100,000,000) (as such
amount may be reduced pursuant to subsection 2.5 or subsection 2.6(b)(v)(I), the
"Canadian Revolving Committed Amount"); provided that with regard to each
individual Canadian Lender the Dollar Amount of such Canadian Lender's pro rata
share of Canadian Revolving Loans outstanding plus the Face Amount of Bankers'
Acceptances outstanding shall not exceed such Canadian Lender's Commitment
Percentage of the Canadian Revolving Committed Amount. During the Commitment
Period the Canadian Borrower may use the Canadian Revolving Committed Amount by
borrowing, prepaying the Canadian Revolving Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof; provided
that in no event shall the aggregate Dollar Amount with respect to principal of
all Canadian Revolving Loans plus the Face Amount of all Bankers' Acceptances at
any one time outstanding exceed the Canadian Revolving Committed Amount.

     (d)  Loan Types. The U.S. Revolving Loans and the Multicurrency Revolving
Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a
combination thereof, as determined by the Company and notified to the
Administrative Agent on behalf of the respective Borrower in accordance with
subsections 2.3 and 2.7, provided that (A) no U.S. Revolving Loan or
Multicurrency Revolving Loan shall be made as a Eurodollar Loan after the day
that is one month prior to the Revolving Credit Termination Date and (B)
Multicurrency Revolving Loans that are denominated in Euros shall consist solely
of Eurodollar Loans. The Canadian Revolving Loans may from time to time be (A)
if denominated in Canadian Dollars, Canadian Base Rate Revolving Loans bearing
interest based upon the Canadian Prime Rate and (B) if denominated in U.S.
Dollars, (i) Canadian Base Rate Revolving Loans bearing interest based upon the
BACAN U.S. Base Rate, (ii) Eurodollar Loans or (iii) a combination thereof, in
each case as determined by the Canadian Borrower and notified to the Canadian
Administrative Agent in accordance with subsections 2.3 and 2.7; provided that
no Canadian Revolving Loan shall be made as a Eurodollar Loan after the day that
is one month prior to the Revolving Credit Termination Date.

2.2.      NOTES EVIDENCING REVOLVING CREDIT LOANS.

     The Revolving Credit Loans made by each Lender shall be evidenced by
promissory notes of the applicable Borrowers, each substantially in the form of
Exhibit A with respect to a Borrower that is the Company or a Designated
Borrower (each, as amended, modified, restated, supplemented, extended, renewed
or replaced from time to time, a "Regular Note") and substantially in the form
of Exhibit B with respect to the Canadian Borrower (each, as amended, modified,
restated, supplemented, extended, renewed or replaced from time to time a
"Canadian Borrower Note"), with appropriate insertions as to payee, payable to
the order of such Lender and each in a principal amount that includes the
aggregate unpaid principal amount of all Revolving Credit Loans made by such
Lender to such Borrower. Each Lender is hereby authorized to record the date,
Type, currency and amount of each Revolving Credit Loan made by such Lender,
each continuation thereof, each conversion of all or a portion thereof to
another Type, the date and amount of each payment or prepayment of principal
thereof and, in the case of Eurodollar Loans, the length of each Interest Period
with respect thereto, on a schedule annexed to and constituting a part of its
Note and any such recordation shall constitute prima facie evidence of the
accuracy of the information so recorded; provided, however, that the failure to
make any such recordation or an error in any such recordation shall not affect
the liability of a Borrower hereunder or under any Note. Each Note shall (a) be
dated the Closing Date and (b) provide for the payment of principal and interest
in accordance with the terms of this Agreement.

2.3.      PROCEDURE FOR REVOLVING CREDIT BORROWING.

     (a)  U.S. Revolving Loans and Multicurrency Revolving Loans. A Borrower
may borrow under the U.S. Revolving Committed Amount or the Multicurrency
Revolving Committed Amount



                                       8

<PAGE>   26


during the Commitment Period on any Business Day, provided that the Company (on
behalf of such Borrower) shall give the Administrative Agent irrevocable notice
(which notice must be received by the Administrative Agent prior to 11:00 A.M.,
Charlotte, North Carolina time, (a) three Business Days prior to the requested
Borrowing Date, if all or any part of the requested Revolving Credit Loans are
to be initially Eurodollar Loans or (b) one Business Day prior to the requested
Borrowing Date, otherwise), substantially in the form of Exhibit F, on behalf of
the respective Borrower, specifying (i) the Revolving Committed Amount to be
borrowed under (i.e., the U.S. Revolving Committed Amount or the Multicurrency
Revolving Committed Amount), (ii) the amount to be borrowed and the requested
currency, (iii) the requested Borrowing Date, (iv) whether the borrowing is to
be of Eurodollar Loans, ABR Loans or a combination thereof, and the respective
amounts of each such Type of Loan, (v) if the borrowing is to be entirely or
partly of Eurodollar Loans, the respective lengths of the initial Interest
Periods therefor and (vi) the applicable Borrower. Each borrowing under the U.S.
Revolving Committed Amount or the Multicurrency Revolving Committed Amount shall
be in an amount equal to (x) in the case of Base Rate Loans or Eurodollar Loans
denominated in U.S. Dollars, $5,000,000 or a whole multiple of $1,000,000 in
excess thereof (or, with respect to Base Rate Loans only, if the then available
amount under the applicable Revolving Committed Amount is less than $5,000,000,
such lesser amount) and (y) in the case of Eurodollar Loans denominated in
Euros, a multiple of 1,000,000 Euros in excess of an amount of Euros having a
Dollar Amount of $5,000,000. Upon receipt of any such notice from the Company,
the Administrative Agent shall promptly notify each U.S. Lender or each
Multicurrency Lender, as applicable, thereof. Each U.S. Lender or each
Multicurrency Lender, as applicable, will make the amount of its pro rata share
of each borrowing available to the Administrative Agent for the account of the
applicable Borrower at the office of the Administrative Agent specified in
subsection 9.2 prior to 11:00 A.M., Charlotte, North Carolina time (or, if the
borrowing is to be made in Euros, prior to the time designated by the
Administrative Agent), on the Borrowing Date and in the currency requested by
the Company in funds immediately available to the Administrative Agent. Such
borrowing will then be made available to the applicable Borrower by the
Administrative Agent crediting the account of the applicable Borrower on the
books of such office with the aggregate of the amounts made available to the
Administrative Agent by the U.S. Lenders or the Multicurrency Lenders, as
applicable, and in like funds as received by the Administrative Agent.

     (b)  Canadian Revolving Loans. The Canadian Borrower may borrow under the
Canadian Revolving Committed Amount during the Commitment Period on any Business
Day, provided that the Canadian Borrower shall give the Canadian Administrative
Agent irrevocable notice (which notice must be received by the Canadian
Administrative Agent prior to 11:00 A.M., Toronto, Ontario time, (a) three
Business Days prior to the requested Borrowing Date, if all or any part of the
requested Canadian Revolving Loans are to be initially Eurodollar Loans or (b)
one Business Day prior to the requested Borrowing Date, otherwise),
substantially in the form of Exhibit F, specifying (i) the amount to be borrowed
and the requested currency, (ii) the requested Borrowing Date, (iii) whether the
borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination
thereof, and the respective amounts of each such Type of Loan, and (iv) if the
borrowing is to be entirely or partly of Eurodollar Loans, the respective
lengths of the initial Interest Periods therefor. Each borrowing under the
Canadian Revolving Committed Amount shall be in an amount equal to (x) in the
case of Loans denominated in U.S. Dollars, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof (or, with respect to Base Rate Loans only, if the
then available amount under the Canadian Revolving Committed Amount is less than
$5,000,000, such lesser amount) and (y) in the case of Loans denominated in
Canadian Dollars, a multiple of C$1,000,000 in excess of an amount of Canadian
Dollars having a Dollar Amount of $5,000,000. Upon receipt of any such 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 borrowing available to the Canadian Administrative
Agent for the account of the Canadian Borrower at the office of the Canadian
Administrative Agent specified in subsection 9.2 prior to 11:00 A.M., Toronto,
Ontario time, on the Borrowing Date and in the currency requested by the
Canadian Borrower in funds



                                       9

<PAGE>   27


immediately available to the Canadian Administrative Agent. Such borrowing will
then be made available to the Canadian Borrower by the Canadian Administrative
Agent crediting the account of the Canadian Borrower on the books of such 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.

2.4.      FEES.

     (a)  Facility Fees.

          (i)  The Company agrees to pay to the Administrative Agent for the
     account of each U.S. Lender a facility fee (the "U.S. Facility Fee") for
     the period from and including the first day of the Commitment Period to the
     Revolving Credit Termination Date, computed at the Applicable Margin for
     Facility Fees on the average daily amount of the U.S. Revolving Committed
     Amount (whether used or unused) during the period for which payment is
     made, payable quarterly in arrears on the last Business Day of each March,
     June, September and December and on the Revolving Credit Termination Date
     or such earlier date as the U.S. Revolving Committed Amount shall terminate
     as provided herein, commencing on the first of such dates to occur after
     the date hereof.

          (ii) The Company agrees to pay to the Administrative Agent for the
     account of each Multicurrency Lender a facility fee (the "Multicurrency
     Facility Fee") for the period from and including the first day of the
     Commitment Period to the Revolving Credit Termination Date, computed at the
     Applicable Margin for Facility Fees on the average daily amount of the
     Multicurrency Revolving Committed Amount (whether used or unused) during
     the period for which payment is made, payable quarterly in arrears on the
     last Business Day of each March, June, September and December and on the
     Revolving Credit Termination Date or such earlier date as the Multicurrency
     Revolving Committed Amount shall terminate as provided herein, commencing
     on the first of such dates to occur after the date hereof.

          (iii) The Company agrees to pay to the Canadian Administrative Agent
     for the account of each Canadian Lender a facility fee (the "Canadian
     Facility Fee") for the period from and including the first day of the
     Commitment Period to the Revolving Credit Termination Date, computed at the
     Applicable Margin for Facility Fees on the average daily amount of the
     Canadian Revolving Committed Amount (whether used or unused) during the
     period for which payment is made, payable quarterly in arrears on the last
     Business Day of each March, June, September and December and on the
     Revolving Credit Termination Date or such earlier date as the Canadian
     Revolving Committed Amount shall terminate as provided herein, commencing
     on the first of such dates to occur after the date hereof.

     (b)  Administrative Fees. The Company agrees to pay to each Agent, for its
own account, an annual administrative fee and such other fees, if any, referred
to in one or more letter agreements executed by such Agent and the Company in
connection with this Agreement.

     (c)  Letter of Credit Fees. In consideration of the issuance of Letters of
Credit hereunder, the Company promises to pay to the Administrative Agent for
the account of each U.S. Lender and each Multicurrency Lender a fee (the "Letter
of Credit Fee") on such Lender's Commitment Percentage (relative to the sum of
the U.S. Revolving Committed Amount and the Multicurrency Revolving Committed
Amount) of the average daily maximum amount available to be drawn under each
such standby or trade Letter of Credit computed at a per annum rate for each day
from the date of issuance to the date of expiration equal to the Applicable
Margin for Revolving Eurodollar Loans and Bankers' Acceptances. The Letter of
Credit Fee will be payable quarterly in arrears on the last Business Day of



                                       10

<PAGE>   28


each March, June, September and December and on the Revolving Credit Termination
Date or such earlier date as the U.S. Revolving Committed Amount and the
Multicurrency Revolving Committed Amount shall terminate as provided herein for
the immediately preceding quarter (or a portion thereof). In addition to the
Letter of Credit Fee, the Company promises to pay to the Issuing Lender for its
own account without sharing by the other Lenders (i) a fronting fee of .125% per
annum on the aggregate stated amount of each Letter of Credit for the stated
duration thereof, payable quarterly in arrears on the last Business Day of each
March, June, September and December and on the Revolving Credit Termination Date
or such earlier date as the U.S. Revolving Committed Amount and the
Multicurrency Revolving Committed Amount shall terminate as provided herein for
the immediately preceding quarter (or a portion thereof) and (ii) the customary
charges from time to time of the Issuing Lender with respect to the amendment,
transfer, administration, cancellation and conversion of, and drawings under,
such Letters of Credit.

     (d)  Tranche D Prepayment Fee. If the Tranche D Term Loan becomes due and
payable by reason of the occurrence of a Change of Control or any other Event of
Default or is prepaid in whole or in part for any reason, other than with
respect to a scheduled principal payment on a Principal Amortization Payment
Date required pursuant to subsection 2.17(d)(iv), (i) prior to the first
anniversary of the Third Amendment Effective Date, the Company shall, on the day
on which the Tranche D Term Loan becomes due and payable or is so prepaid, pay
to the Administrative Agent, for account of the Lenders holding the Tranche D
Term Loan, an amount in Dollars equal to two percent of the amount of the
Tranche D Term Loan that has become due and payable or is so prepaid and (ii)
from the first anniversary of the Third Amendment Effective Date through the
second anniversary of the Third Amendment Effective Date, the Company shall, on
the day on which the Tranche D Term Loan becomes due and payable or is so
prepaid, pay to the Administrative Agent, for account of the Lenders holding the
Tranche D Term Loan, an amount in Dollars equal to one percent of the amount of
the Tranche D Term Loan that has become due and payable or is so prepaid (the
"Tranche D Prepayment Fee"). Without limiting the requirements set forth in
subsection 9.1, this subsection 2.4(d) shall not be amended without the consent
of Lenders holding in the aggregate more than 50% of the outstanding Tranche D
Term Loans (except in the case of a decrease of the Tranche D Prepayment Fee,
in which case the consent of 100% of the Tranche D Lenders shall be required).

2.5.      TERMINATION OR REDUCTION OF A REVOLVING COMMITTED AMOUNT.

     The Company shall have the right, upon not less than five Business Days'
notice to the Agents, to terminate a Revolving Committed Amount or, from time to
time, to reduce the amount of a Revolving Committed Amount, provided, that the
Borrowers comply with any applicable provisions of subsection 2.6(b)(i). Any
such reduction of a Revolving Committed Amount shall be in an amount equal to
$5,000,000 (or, if the then available amount of such Revolving Committed Amount
is less than $5,000,000, such lesser amount) or a whole multiple of $1,000,000
in excess thereof and shall reduce permanently such Revolving Committed Amount
then in effect. Notwithstanding anything above to the contrary, any termination
or permanent reduction of a Revolving Committed Amount must be done on a basis
such that the U.S. Revolving Committed Amount, the Multicurrency Revolving
Committed Amount and the Canadian Revolving Committed Amount reduce
simultaneously on a pro rata basis.

2.6.      PREPAYMENTS.

     (a)  Optional Prepayments. A Borrower may on the last day of any Interest
Period with respect thereto, in the case of Eurodollar Loans, or at any time and
from time to time, in the case of Base Rate Loans, prepay, in whole or in part,
either the outstanding Revolving Credit Loans or the outstanding Term Loans, in
the respective currencies in which such Loans were made and without premium or
penalty, except for any applicable Tranche D Prepayment Fee, upon irrevocable
notice to the Administrative Agent or the Canadian Administrative Agent, as
applicable (which notice must be received by the applicable Agent prior to 11:00
A.M., Charlotte, North Carolina time or Toronto, Ontario time, as applicable,
(i) four Business Days prior to the prepayment date if all or any part of the
Loans to be prepaid consists of Eurodollar Loans and (ii) one Business Day prior
to the prepayment date,



                                       11

<PAGE>   29


otherwise), specifying the date and amount of prepayment and whether the
prepayment is of Eurodollar Loans, Base Rate Loans or a combination thereof,
and, if of a combination thereof, the amount allocable to each. 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 any
amounts payable pursuant to subsection 3.5 and interest on the principal amount
prepaid through the date of prepayment. Partial prepayments of Loans under a
given Revolving Committed Amount or in respect of the Term Loans shall be in an
aggregate principal amount of (x) with respect to Loans denominated in U.S.
Dollars, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y)
with respect to Loans denominated in a Foreign Currency, a multiple of 1,000,000
Euros or Canadian Dollars, as applicable, in excess of an amount of such Foreign
Currency having a Dollar Amount of $5,000,000. Subject to the foregoing terms,
prepayments of Revolving Credit Loans that are made under this subsection 2.6(a)
shall be applied as the applicable Borrower may elect; provided that if a
Borrower fails to specify the application of a voluntary prepayment then such
prepayment shall be applied first to Base Rate Loans and then to Eurodollar
Loans in direct order of Interest Period maturities. Voluntary prepayments of
Term Loans shall be allocated ratably to each Tranche of outstanding Term Loans
and credited pro rata across amortization payment maturities in such Tranche.

     (b)  Mandatory Prepayments.

          (i)  Commitment Limitations. If at any time, (A) the aggregate
     principal Dollar Amount of U.S. Revolving Loans plus Multicurrency
     Revolving Loans plus Swingline Loans plus LOC Obligations shall exceed the
     sum of the U.S. Revolving Committed Amount plus the Multicurrency Revolving
     Committed Amount at such time, (B) the aggregate principal amount of U.S.
     Revolving Loans plus the U.S. Lenders' pro rata share of Swingline Loans
     plus the U.S. Lenders' pro rata share of LOC Obligations shall exceed the
     U.S. Revolving Committed Amount, (C) the aggregate principal Dollar Amount
     of Multicurrency Revolving Loans plus the Multicurrency Lenders' pro rata
     share of Swingline Loans plus the Multicurrency Lenders' pro rata share of
     LOC Obligations shall exceed the Multicurrency Revolving Committed Amount,
     (D) the aggregate amount of Swingline Loans shall exceed the Swingline
     Committed Amount, (E) the aggregate amount of LOC Obligations shall exceed
     the LOC Committed Amount, (F) the aggregate Dollar Amount with respect to
     principal of Canadian Revolving Loans plus the Face Amount of Bankers'
     Acceptances shall exceed the Canadian Revolving Committed Amount at such
     time or (G) the aggregate principal Dollar Amount of Loans outstanding
     under a Term Loan Tranche shall exceed the original principal amount of
     such Term Loan Tranche, the Borrowers shall immediately make payment on the
     Revolving Credit Loans, Swingline Loans, Term Loans and/or to a cash
     collateral account in respect of the LOC Obligations or BA Revolving
     Obligations, in an amount sufficient to eliminate the excess.

          (ii) Asset Dispositions.

               (A)  IF AND WHENEVER ANY CREDIT PARTY OR ANY SUBSIDIARY OF A
          CREDIT PARTY RECEIVES ANY NET CASH PROCEEDS FROM ANY ASSET DISPOSITION
          RELATING TO THE ASSETS OF THE RESINS DIVISION OR EQUITY INTERESTS IN
          ANY SUBSIDIARY HOLDING ASSETS OF THE RESINS DIVISION, THE BORROWERS
          SHALL, WITHIN FIVE BUSINESS DAYS THEREAFTER, APPLY 100% OF SUCH NET
          CASH PROCEEDS AS SET FORTH IN CLAUSE (V) BELOW. (

               (B)  If and whenever any Credit Party or any Subsidiary of a
          Credit Party receives any Net Cash Proceeds from any Asset Disposition
          relating to the assets of FiberVisions or equity interests in
          FiberVisions, the Borrower shall within 5 Business Days thereafter,
          apply 100% of the Net Cash Proceeds as set forth in clause (v) below.



                                       12

<PAGE>   30


               (C)  THE NET CASH PROCEEDS FROM ANY ASSET DISPOSITION (OTHER THAN
          AS DESCRIBED IN CLAUSES (II) (A) OR (II) (B) HEREOF) OR INVOLUNTARY
          DISPOSITION RECEIVED AT ANY TIME BY ANY CREDIT PARTY OR ANY SUBSIDIARY
          OF A CREDIT PARTY MAY, WITHIN 180 DAYS FROM THE DATE OF RECEIPT, BE
          APPLIED (OR CAUSED TO BE APPLIED) BY THE COMPANY AND ITS CONSOLIDATED
          SUBSIDIARIES TO MAKE ELIGIBLE REINVESTMENTS. IF AND WHENEVER ANY SUCH
          NET CASH PROCEEDS IN EXCESS OF $15,000,000 (IN THE AGGREGATE FROM THE
          THIRD AMENDMENT EFFECTIVE DATE) ARE NOT REINVESTED IN ELIGIBLE
          REINVESTMENTS PRIOR TO THE EXPIRATION OF SUCH 180-DAY PERIOD, THE
          BORROWERS SHALL, ON THE FIRST BUSINESS DAY THEREAFTER, APPLY SUCH
          EXCESS UNREINVESTED AMOUNT AS SET FORTH IN CLAUSE (V) BELOW.

          (iii) Receivables Financings/Debt Issuances.

               (A)  IMMEDIATELY UPON RECEIPT BY THE COMPANY OR ANY CONSOLIDATED
          SUBSIDIARY OF PROCEEDS FROM ANY PERMITTED RECEIVABLES FINANCING, THE
          BORROWERS SHALL PREPAY THE LOANS IN AN AGGREGATE AMOUNT EQUAL TO 100%
          OF THE NET CASH PROCEEDS OF SUCH PERMITTED RECEIVABLES FINANCING (SUCH
          PREPAYMENT TO BE APPLIED AS SET FORTH IN CLAUSE (V) BELOW).

               (B)  IMMEDIATELY UPON RECEIPT BY THE COMPANY OR ANY CONSOLIDATED
          SUBSIDIARY OF PROCEEDS FROM ANY DEBT ISSUANCE (EXCLUDING EXEMPTED
          PROCEEDS), THE BORROWERS SHALL APPLY 100% OF THE NET CASH PROCEEDS OF
          SUCH DEBT ISSUANCE AS SET FORTH IN CLAUSE (V) BELOW.

          (iv) Issuances of Equity. Immediately upon receipt by the Company or
     any Consolidated Subsidiary of proceeds from any Equity Issuance other than
     the Initial Hybrid Equity Transaction and Exempted Proceeds, the Borrowers
     shall apply 100% of the Net Cash Proceeds of such Equity Issuance as set
     forth in clause (v) below.

          (v) Application of Mandatory Prepayments. All amounts required to be
     paid pursuant to this subsection 2.6(b) shall be applied as follows:

               (A)  with respect to all amounts prepaid pursuant to subsection
          2.6(b)(i)(A), to U.S. Revolving Loans, Multicurrency Revolving Loans
          and/or Swingline Loans and (after all such Loans have been repaid) to
          a cash collateral account in respect of LOC Obligations,

               (B)  with respect to all amounts prepaid pursuant to subsection
          2.6(b)(i)(B), to U.S. Revolving Loans and/or Swingline Loans and
          (after all such Loans have been repaid) to a cash collateral account
          in respect of LOC Obligations,

               (C)  with respect to all amounts prepaid pursuant to subsection
          2.6(b)(i)(C), to Multicurrency Revolving Loans and/or Swingline Loans
          and (after all such Loans have been repaid) to a cash collateral
          account in respect of LOC Obligations,

               (D)  with respect to all amounts prepaid pursuant to subsection
          2.6(b)(i)(D), to Swingline Loans,

               (E)  with respect to all amounts prepaid pursuant to subsection
          2.6(b)(i)(E), to a cash collateral account in respect of LOC
          Obligations,

               (F)  with respect to all amounts prepaid pursuant to subsection
          2.6(b)(i)(F), to Canadian Revolving Loans and (after all such Loans
          have been repaid) to a cash collateral account in respect of BA
          Obligations in accordance with subsection 2.18(g),



                                       13

<PAGE>   31


               (G) with respect to all amounts prepaid pursuant to subsection
          2.6(b)(i)(G), to Term Loans under the applicable Term Loan Tranche
          (and if the Term Loan being prepaid is the Tranche A Term Loan, then
          such payments shall be credited pro rata across amortization payment
          maturities),

               (H) with respect to all amounts prepaid pursuant to subsections
          2.6(b)(ii)(A), to reduce, pro rata as set forth in clause (f) below,
          (I) the Tranche A Term Loan (and credited pro rata across the
          amortization payments remaining) and (II) the Prudential Obligations,

               (I) with respect to all amounts prepaid pursuant to subsections
          2.6(b)(ii)(B), 2.6(b)(ii)(C), 2.6(b)(iii)(B), and 2.6(b)(iv), to
          reduce, pro rata as set forth in clause (f) below, (I) ratably, each
          Tranche of outstanding Term Loans (credited pro rata across the
          amortization payment maturities in such Tranche), until the Term Loans
          are paid in full, then Revolving Credit Loans (credited pro rata among
          U.S. Revolving Loans, Multicurrency Revolving Loans, Canadian
          Revolving Loans, BA Revolving Obligations and LOC Obligations, with
          corresponding permanent reductions in the respective Revolving
          Committed Amounts and with amounts allocated to the BA Revolving
          Obligations and LOC Obligations to be held in a cash collateral
          account with respect thereto), then to Swingline Loans and (II) the
          Prudential Obligations, and

               (J) with respect to all amounts prepaid pursuant to subsection
          2.6(b)(iii)(A), first to Revolving Credit Loans (credited pro rata
          among U.S. Revolving Loans, Multicurrency Revolving Loans and Canadian
          Revolving Loans) and to permanently reduce the Revolving Committed
          Amounts (on a pro rata basis), until all Revolving Committed Amounts
          are reduced to zero, and then ratably to each Tranche of outstanding
          Term Loans (credited pro rata across amortization payment maturities
          in such Tranche).

     Within the parameters of the applications set forth above, each mandatory
prepayment required by this subsection 2.6(b) shall be applied first to Base
Rate Loans and then to Eurodollar Loans in direct order of Interest Period
maturities. Each such mandatory prepayment shall be subject to subsections
2.6(e) and 3.5 and shall be accompanied by interest on the principal amount
prepaid through the date of prepayment.

     (c)  Mandatory Payments on Restatement Effective Date. On the
Restatement Effective Date, the Borrowers shall repay (i) all Revolving Credit
Loans outstanding under the Existing Credit Agreement and (ii) all obligations
outstanding under that certain C$220,000,000 Promissory Note dated January 19,
1999 executed by the Canadian Borrower in favor of Bank of America Canada. It is
understood that such repayments may be made with the proceeds of borrowings
funded under this Agreement on the Restatement Effective Date in accordance with
the borrowing procedures set forth in subsection 2.3 hereof.

     (d)  Mandatory Payments on Third Amendment Effective Date. On the Third
Amendment Effective Date, the Company shall prepay, with the interest accrued
and unpaid thereon, $126,000,000 of the principal of the Tranche A Term Loan and
$256,000,000 of the principal of the Revolving Credit Loans from the proceeds of
(i) borrowings funded under the Tranche D Term Loan on the Third Amendment
Effective Date in accordance with the borrowing procedures set forth in
subsection 2.17(b) hereof and (ii) the issuance of the Senior Notes. Such
prepayment of the Tranche A Term Loan shall be credited in direct order of
maturity toward the December 31, 2000, March 31, 2001 and June 30, 2001
amortization payment maturities that were required under subsection 2.17(d)(i)
prior to giving effect to the Third Amendment. Such prepayment of the Revolving
Credit Loans shall be allocated to the U.S.



                                       14

<PAGE>   32


Revolving Loans, the Multicurrency Revolving Loans or the Canadian Revolving
Loans as the Company may direct and shall not reduce any of the Revolving
Committed Amounts.

     (e)  Tranche D Refusal Option. Notwithstanding anything to the contrary in
this subsection 2.6, in the case of each mandatory prepayment described in
subsection 2.6(b) that is to be allocated to the Tranche D Term Loan at any time
when the Tranche A Term Loan remains outstanding, the Borrower making such
prepayment shall give the Administrative Agent telephonic notice (promptly
confirmed in writing) at least five Business Days prior to the date of such
prepayment, requesting that the Administrative Agent prepare and provide to each
Lender holding any of the Tranche D Term Loan a notice (in form and substance
reasonably satisfactory to the Administrative Agent) to the effect that such
Lender has the right, at its option, to accept or decline its share of such
prepayment or to accept a portion thereof and decline the remainder, so long as
the amount declined does not exceed the amount of the Tranche A Term Loan that
will remain outstanding after giving effect to the portion of such prepayment
otherwise allocable to the Tranche A Term Loan (including, on a ratable basis,
any portion so declined by other Lenders holding any of the Tranche D Term Loan)
and setting forth procedures reasonably satisfactory to the Administrative Agent
relating to the exercise of such option. The Administrative Agent thereupon
shall promptly prepare and deliver such notice to such Lenders. Each such Lender
shall be deemed to have elected to accept or decline its share of such
prepayment as determined by the Administrative Agent pursuant to the procedures
set forth in the notice. The amount so declined by such Lenders shall be
applied, on the date the prepayment is made, as an additional mandatory
prepayment of the Tranche A Term Loan.

     (f)  Pro Rata Reductions of the Prudential Obligations. With respect to
the application of proceeds pursuant to subsections 2.6(b)(v)(H) and (I) above,
(i) the percentage of such proceeds allocated to the specified Bank Obligations
shall correspond to a fraction, the numerator of which shall be the amount of
all Bank Obligations outstanding at the time of such application and the
denominator of which shall be the sum of all Bank Obligations and all Prudential
Obligations outstanding at the time of such application, and (ii) the percentage
of such proceeds allocated to the Prudential Obligations shall correspond to a
fraction, the numerator of which shall be the amount of all Prudential
Obligations outstanding at the time of such application and the denominator of
which shall be the sum of all Bank Obligations and all Prudential Obligations
outstanding at the time of such application; provided, however, that each of the
holders of the Prudential Obligations shall have the right, at its option, to
accept or decline its share of such prepayment specified in subsection 2.6(b) or
to accept a portion thereof and decline the remainder (including, on a ratable
basis, any portion so declined by other holders of the Prudential Obligations).
The amount so declined by such holders of the Prudential Obligations shall be
applied, on the date the prepayment is made, as an additional mandatory
prepayment of the Bank Obligations in the amounts so specified in the applicable
clause of subsection 2.6(b).

     (g)  Amendments to Subsection 2.6(b). Without limiting the requirements
set forth in subsection 9.1, neither (i) the time for or the amount or the
manner of application of proceeds of any mandatory prepayment required by
subsection 2.6(b)(ii), (iii), (iv) or (v) hereof nor (ii) any provision
providing for the allocation of any payments between the Term Loan Tranches
shall be amended without the consent of (x) Lenders holding in the aggregate
more than 50% of the outstanding Tranche D Term Loans and (y) Lenders holding in
the aggregate more than 50% of the outstanding Tranche A Term Loans and the
Revolving Committed Amount.

2.7.     CONVERSION AND CONTINUATION OPTIONS.

     (a)  A Borrower may elect from time to time to convert Eurodollar Loans
denominated in U.S. Dollars to Base Rate Loans denominated in U.S. Dollars by
the Company (on behalf of a Borrower other than the Canadian Borrower) or the
Canadian Borrower, as applicable, giving the applicable Agent at least three
Business Days' prior irrevocable notice of such election on behalf of the
respective



                                       15

<PAGE>   33


Borrower, provided that any such conversion of Eurodollar Loans may only be made
on the last day of an Interest Period with respect thereto. A Borrower may elect
from time to time to convert Revolving Credit Loans or Term Loans that are Base
Rate Loans denominated in U.S. Dollars to Eurodollar Loans denominated in U.S.
Dollars by the Company (on behalf of a Borrower other than the Canadian
Borrower) or the Canadian Borrower, as applicable, giving the applicable Agent
at least three Business Days' prior irrevocable notice of such election on
behalf of the respective Borrower. Any such notice of conversion to Eurodollar
Loans shall specify the length of the initial Interest Period or Interest
Periods therefor. Upon receipt of any such notice the applicable Agent shall
promptly notify each applicable Lender thereof. All or any part of outstanding
Eurodollar Loans and Base Rate Loans may be converted as provided herein,
provided that (i) no Base Rate Loan may be converted into a Eurodollar Loan when
any Event of Default has occurred and is continuing, (ii) no Base Rate Loan may
be converted into a Eurodollar Loan of any Tranche after the date that is one
month prior to the Termination Date for such Tranche and (iii) no Loan may be
converted to a Loan in a different currency.

     (b) Any Eurodollar Loan may be continued as a Eurodollar Loan in the same
currency upon the expiration of the then current Interest Period with respect
thereto by the Company (on behalf of a Borrower other than the Canadian
Borrower) or the Canadian Borrower, as applicable, giving notice to the
applicable Agent on behalf of the respective Borrower, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 7, of
the length of the next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan may be continued as such (i) when any Event of Default
has occurred and is continuing or (ii) after the date that is one month prior to
the Termination Date for the relevant Tranche and provided, further, that if the
Company (on behalf of a Borrower other than the Canadian Borrower) or the
Canadian Borrower, as applicable, shall fail to give any required notice as
described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso, (A) such Loans denominated in U.S. Dollars
shall be automatically converted to Base Rate Loans bearing interest based upon
the ABR or the BACAN U.S. Base Rate, as applicable, and (B) such Loans
denominated in Euros shall be automatically continued for a like Interest
Period, in each case on the last day of such then expiring Interest Period,
except that if such last day of such then expiring Interest Period is within one
month of the Termination Date of the relevant Tranche, then any such Loans
denominated in Euros shall be automatically redenominated in U.S. Dollars and
converted to ABR Loans.

     (c) The Canadian Borrower shall have the option, on any Business Day, to
convert a Canadian Base Rate Revolving Loan denominated in Canadian Dollars into
a Bankers' Acceptance, to continue a maturing Bankers' Acceptance in accordance
with subsection 2.18 or to convert a maturing Bankers' Acceptance into a
Canadian Base Rate Revolving Loan denominated in Canadian Dollars; provided,
however, (i) each such continuation or conversion must be requested by the
Canadian Borrower pursuant to an irrevocable notice to the Canadian
Administrative Agent, substantially in the form of Exhibit F, in compliance with
the terms set forth below, (ii) the Canadian Borrower must comply with all the
requirements of subsection 2.18, and (iii) failure by the Canadian Borrower to
properly continue a Bankers' Acceptance shall be deemed a conversion to a Base
Rate Loan. Each continuation or conversion must be requested by the Canadian
Borrower no later than 11:00 A.M., Toronto, Ontario time, (A) two Business Days
prior to the date of a requested conversion of a Bankers' Acceptance to a Base
Rate Loan or (B) two Business Days prior to the date of a requested continuation
of a Bankers' Acceptance or conversion of a Base Rate Loan to a Bankers'
Acceptance, in each case pursuant to an irrevocable notice submitted to the
Canadian Administrative Agent which shall set forth (x) that the Loans to be
continued or converted are Canadian Revolving Loans, (y) whether the Canadian
Borrower wishes to continue or convert such Loans and (z) if the request is to
continue a Bankers' Acceptance or convert a Base Rate Loan to a Bankers'
Acceptance, the maturity date applicable thereto. The Canadian Administrative
Agent shall give each Canadian Lender notice as promptly as practicable of any
such proposed continuation or conversion pursuant to this section.



                                       16

<PAGE>   34


2.8.     MINIMUM AMOUNTS OF TRANCHES AND MAXIMUM NUMBER OF EURODOLLAR LOANS.

     All borrowings, conversions and continuations of Eurodollar 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 Eurodollar Loans comprising each Eurodollar
Tranche shall be equal to a multiple of $1,000,000 or 1,000,000 Euros, as
applicable, in excess of an amount of the applicable currency having a Dollar
Amount of $5,000,000. Notwithstanding anything in this Agreement to the
contrary, (a) no more than five (5) Eurodollar Loans shall be outstanding under
the Canadian Revolving Committed Amount at any time and (b) no more than ten
(10) Eurodollar Loans shall be outstanding under the other Revolving Committed
Amounts and the Term Loan Tranches, collectively, at any time (it being
understood that, for purposes hereof, Eurodollar Loans with different Interest
Periods shall be considered as separate Eurodollar Loans, even if they begin on
the same date, although borrowings, continuations and conversions may, in
accordance with the provisions hereof, be combined at the end of existing
Interest Periods to constitute a new Eurodollar Loan with a single Interest
Period).

2.9.     INTEREST RATES AND PAYMENT DATES.

     (a)  Each Revolving Eurodollar Loan shall bear interest for each
Interest Period with respect thereto at a rate per annum equal to the Eurodollar
Rate determined for such Interest Period plus the Applicable Margin for
Revolving Eurodollar Loans and Bankers' Acceptances, payable in the same
currency in which the principal amount of such Loan was denominated during the
relevant Interest Period.

     (b)  Each Term Eurodollar Loan of any Tranche shall bear interest for
each Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such Interest Period plus the Applicable Margin
for Term Eurodollar Loans of such Tranche, payable in the same currency in which
the principal amount of such Loan was denominated during the relevant Interest
Period.

     (c)  Each ABR Loan of any Tranche shall bear interest at a rate per
annum equal to the ABR plus the Applicable Margin for Base Rate Loans of such
Tranche.

     (d)  Each Canadian Base Rate Revolving Loan made in Canadian Dollars
shall accrue interest at the Canadian Prime Rate plus the Applicable Margin for
Base Rate Loans, payable in Canadian Dollars. Each Canadian Base Rate Revolving
Loan made in U.S. Dollars shall accrue interest at the BACAN U.S. Base Rate plus
the Applicable Margin for Base Rate Loans, payable in U.S. Dollars.

     (e)  If all or a portion of (i) the principal amount of any Loan, (ii)
any interest payable thereon or (iii) any Facility Fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum which is (x) in the case of overdue principal, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
subsection plus 2% or (y) in the case of any overdue interest, Facility Fee or
other amount, the rate described in paragraph (c) of this subsection 2.9 plus
2%, in each case from the date of such non-payment until such amount is paid in
full (as well after as before judgment).

     (f)  Interest on the Revolving Credit Loans and the Term Loans shall be
payable in arrears on each Interest Payment Date, provided that interest
accruing pursuant to paragraph (e) of this subsection 2.9 shall be payable from
time to time on demand.

     (g)  The principal amount of, and any unpaid interest on, all Loans
shall be due and payable in full (i) in the case of Revolving Credit Loans, on
the Revolving Credit Termination Date and (ii) in the case of Term Loans, on the
respective final maturity dates specified in subsection 2.17(d), in each case




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<PAGE>   35


unless accelerated sooner pursuant to subsection 6.1 or unless subject to a
mandatory prepayment required by subsection 2.6(b).

     (h)  The Swingline Loans shall bear interest, and such interest shall
be payable, as specified in subsection 2.15(c).

2.10.    COMPUTATION OF INTEREST AND FEES.

     (a)  Unless otherwise specifically provided herein, Facility Fees and
interest shall be calculated on the basis of a 360-day year for the actual days
elapsed, except with respect to computation of interest on Base Rate Loans
determined by reference to the Prime Rate (as defined in the definition of
"ABR"), the BACAN U.S. Prime Rate or the Canadian Prime Rate, which shall be
calculated based on a year of 365 or 366 days, as appropriate. The Agents shall
as soon as practicable notify the Company and the applicable Lenders of each
determination of a Eurodollar Rate. Any change in the interest rate on a Loan
resulting from a change in the ABR, BACAN U.S. Base Rate, Canadian Prime Rate or
the Eurocurrency Reserve Requirements 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 Company and the Lenders of the
effective date and the amount of each such change in interest rate.

     (b) Each determination of an interest rate by an Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Credit
Parties and the Lenders in the absence of manifest error. Each Agent shall, at
the request of the Company, deliver to the Company a statement showing the
quotations used by such Agent in determining any interest rate pursuant to
subsection 2.9(a).

     (c)  For purposes of the Interest Act (Canada), if interest computed on
the basis of a 360-day year is payable for any part of a calendar year, the
equivalent yearly rate of interest may be determined by multiplying the
specified rate of interest by the number of days (365 or 366) in such calendar
year and dividing such product by 360.

2.11.    PRO RATA TREATMENT AND PAYMENTS.

     (a)  Each borrowing of Revolving Credit Loans or Term Loans by a
Borrower from the Lenders hereunder, each payment by the Company on account of
the Facility Fees and the Letter of Credit Fee hereunder and any reduction of
the Commitments of the Lenders shall be made pro rata according to the
respective Commitment Percentages of the applicable Lenders. Each payment
(including each prepayment) by a Borrower or another Credit Party on account of
principal of and interest on the Revolving Credit Loans, Term Loans or other
extensions of credit shall be made pro rata according to the respective amounts
of principal and interest then due and owing to the applicable Lenders except
(in the case of mandatory prepayments allocated to the Tranche D Term Loan) to
the extent otherwise elected by the Lenders holding the Tranche D Term Loan
pursuant to subsection 2.6(e). All payments of principal, interest and fees in
connection with the Canadian Revolving Loans shall be made by the Credit Parties
to the Canadian Administrative Agent on the date due by 11:00 A.M., Toronto,
Ontario time (in Canadian Dollars or U.S. Dollars, as applicable) in immediately
available funds, without setoff or counterclaim. All other payments (including
prepayments) to be made by a Borrower or another Credit Party hereunder and
under the Notes, 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., Charlotte, North Carolina time, on the due date thereof to the
Administrative Agent, for the account of the applicable Lenders (unless such
payment is for the Administrative Agent's own account) at the Administrative
Agent's office specified in subsection 9.2, in U.S. Dollars or in Euros, as
applicable, and in immediately available funds. If applicable, each Agent shall
distribute such payments to the applicable Lenders promptly upon receipt in like
funds as received. If any payment hereunder (other than payments on the
Eurodollar Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day, and, with
respect to payments of principal,



                                       18

<PAGE>   36


interest thereon shall be payable at the then applicable rate during such
extension. If any payment on a Eurodollar Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day 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.

     (b)  Unless the Administrative Agent or the Canadian Administrative
Agent, as applicable, shall have been notified in writing by any Lender prior to
a borrowing that such Lender will not make the amount that would constitute its
portion of such borrowing available to such Agent, such Agent may assume that
such Lender is making such amount available to such Agent, and such Agent may,
in reliance upon such assumption, make available to the respective Borrower a
corresponding amount. If the Administrative Agent or the Canadian Administrative
Agent, as applicable, in such circumstances, makes available to such Borrower
such corresponding amount and such Lender does not make available such ratable
portion of such borrowing to such Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to such Agent, on demand, its portion of
such borrowing with interest thereon at a rate equal to the Federal Funds
Effective Rate (as defined in the definition of "ABR") for the period until such
Lender makes such amount immediately available to such Agent. 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 portion of such borrowing is not made available to the applicable
Agent by such Lender within three Business Days of such Borrowing Date, such
Agent, having made available to the respective Borrower a corresponding amount,
shall also be entitled to recover such corresponding amount with interest
thereon at the rate per annum applicable to ABR Loans, on demand, from such
Borrower. Nothing contained in this subsection 2.11(b) shall relieve any Lender
which has failed to make available its portion of any borrowing hereunder from
its obligation to do so in accordance with the terms hereof.

2.12.    TAXES.

     (a) All payments made by a Credit Party under this Agreement and the 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
net income taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on an Agent or any Lender as a result of a present or former connection
between such Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than to the extent any such connection arose from such
Agent or such Lender having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement or the Notes). 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 an Agent or any Lender hereunder or under the 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 payment of all Non-Excluded Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement and the Notes; provided, however, that no
Credit Party shall be required to increase any such amounts payable to any
Lender that is not organized under the laws of the United States of America or a
state thereof if such Lender fails to comply with the requirements of paragraph
(b) of this subsection. Whenever any Non-Excluded Taxes are payable by a Credit
Party, as promptly as possible thereafter such Credit Party shall send to the
Administrative Agent for its own account or for the account of such Lender, as
the case may be, a certified copy of an original official receipt received by
such Credit Party showing payment thereof. If a Credit Party fails to pay any
Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the Administrative Agent the required receipts or other required
documentary evidence, such Credit Party shall indemnify the Agents and the
Lenders for any incremental taxes, interest or penalties that may become payable
by


                                       19

<PAGE>   37


an Agent or any Lender as a result of any such failure. The agreements in
this subsection shall survive the termination of this Agreement and the payment
of the Notes and all other amounts payable hereunder.

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

          (i) deliver to the Company and the Administrative Agent (A) two duly
     completed copies of United States Internal Revenue Service Form 1001 or
     4224, or successor applicable form, as the case may be, and (B) an Internal
     Revenue Service Form W-8 or W-9 or successor applicable form, as the case
     may be;

          (ii) deliver to the Company 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 Company;

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

          (iv) otherwise cooperate, to the extent not detrimental to its own
     interests, with the Company in reducing or eliminating withholding or
     deducting with respect to any Non-Excluded Taxes;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Company and the
Administrative Agent. Such Lender shall certify (i) in the case of a Form 4224,
that the payments it receives from the Company under this Agreement are
effectively connected with a trade or business in the United States and, in the
case of a Form 1001, that it is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes and (ii) in the case of a Form W-8 or W-9, that it is entitled to an
exemption from United States backup withholding tax. Each Person that shall
become a Lender or a Participant pursuant to subsection 9.6 shall, upon the
effectiveness of the related transfer, be required to provide all of the forms
and statements required pursuant to this subsection, provided that in the case
of a Participant such Participant shall furnish all such required forms and
statements to the Lender from which the related participation shall have been
purchased.

     (c)  No Credit Party shall be required to indemnify any Foreign Lender
or to pay any additional amounts to any Foreign Lender in respect of United
States Federal withholding tax pursuant to paragraph (a) above to the extent
that the obligation to withhold amounts with respect to United States Federal
withholding tax existed on the date such Foreign Lender became a party to this
Agreement and such Credit Party was on such date a party to whom the applicable
Foreign Lender was obligated to extend credit under this Agreement.

2.13.    DESIGNATED BORROWERS.

     (a)  Addition of Designated Borrowers. Subject to clause (c) below, the
Company may request designation of any of its wholly-owned Material Subsidiaries
(an "Applicant Borrower") as a Designated Borrower hereunder by delivery of such
a request to the Administrative Agent together with an executed copy of a
Borrower Joinder Agreement in substantially the form attached as Exhibit D. The
Administrative Agent will promptly notify the U.S. Lenders and the Multicurrency
Lenders of any such request together with a copy of the Borrower Joinder
Agreement executed by the Applicant Borrower.


                                       20

<PAGE>   38


The joinder of each Applicant Borrower as a Designated Borrower will be subject
to delivery of executed promissory notes, if any, required in connection
therewith, and supporting resolutions, articles of incorporation, incumbency
certificates, opinions of counsel of the type required pursuant to subsection
4.1 and such other items as the Administrative Agent and/or the Required Lenders
may reasonably request. Any such addition of a Designated Borrower shall be
effective five Business Days after receipt by the Administrative Agent of the
items required by the Administrative Agent and the Required Lenders in
connection therewith. Such Designated Borrower shall thereupon become a party
thereto and a Designated Borrower hereunder and shall be (i) entitled to all
rights and benefits of a Borrower hereunder and under each instrument executed
pursuant hereto and (ii) subject to all obligations of a Borrower hereunder and
thereunder.

     (b)  Removal of a Borrower. The Company may request that any of its
Subsidiaries which is a Borrower hereunder (other than the Canadian Borrower)
cease to be a Borrower by delivering to the Administrative Agent (which shall
promptly deliver copies thereof to each U.S. Lender and each Multicurrency
Lender) a written notice to such effect. Such Borrower shall cease to be a
Borrower hereunder on the later to occur of (i) the date the Administrative
Agent receives such request and (ii) the date such Borrower has paid all of its
Loans and all accrued and unpaid interest, fees and other obligations hereunder
or in connection herewith.

     (c) Termination of Option. From and after the Third Amendment Effective
Date, the Company no longer shall be entitled to designate new Designated
Borrowers pursuant to this subsection 2.13.

2.14.    SEVERAL LIABILITY OF BORROWERS.

     The obligations of the Borrowers, as Borrowers, are several and not joint
obligations of each of the Borrowers.

2.15.    SWINGLINE LOAN SUBFACILITY.

     (a)  Swingline Commitment. Subject to the terms and conditions hereof
and in reliance upon the representations and warranties set forth herein, the
Swingline Lender, in its individual capacity, agrees to make certain revolving
credit loans requested by the Company in U.S. Dollars to the Company (each a
"Swingline Loan" and, collectively, the "Swingline Loans") from time to time
during the Commitment Period for the purposes hereinafter set forth; provided,
however, (i) the aggregate principal amount of Swingline Loans outstanding at
any time shall not exceed FIFTY MILLION DOLLARS ($50,000,000) (the "Swingline
Committed Amount"), and (ii) the aggregate Dollar Amount with respect to
principal of outstanding U.S. Revolving Loans plus outstanding Multicurrency
Revolving Loans plus outstanding Swingline Loans plus all LOC Obligations shall
not exceed the sum of the U.S. Revolving Committed Amount plus the Multicurrency
Revolving Committed Amount. Swingline Loans hereunder shall be made as ABR Loans
in accordance with the provisions of this subsection 2.15, and may be repaid and
reborrowed in accordance with the provisions hereof.

     (b)  Swingline Loan Advances.

          (i) Notices; Disbursement. Whenever the Company desires a Swingline
     Loan advance hereunder it shall give written notice (or telephonic notice
     promptly confirmed in writing) to the Swingline Lender not later than 1:00
     P.M. (Charlotte, North Carolina time) on the Business Day of the requested
     Swingline Loan advance. Each such notice shall be irrevocable and shall
     specify (A) that a Swingline Loan advance is requested, (B) the date of the
     requested Swingline Loan advance (which shall be a Business Day) and (C)
     the principal amount of the Swingline Loan advance requested. Each
     Swingline Loan shall be made as an ABR Loan and shall have such maturity
     date as the Swingline Lender and the Company shall agree upon receipt



                                       21

<PAGE>   39


     by the Swingline Lender of any such notice from the Company. The Swingline
     Lender shall initiate the transfer of funds representing the Swingline Loan
     advance to the Company by 3:00 P.M. (Charlotte, North Carolina time) on the
     Business Day of the requested borrowing.

          (ii) Minimum Amounts. Each Swingline Loan advance shall be in a
     minimum principal amount of $1,000,000 and in integral multiples of
     $500,000 in excess thereof (or the remaining amount of the Swingline
     Committed Amount, if less).

          (iii) Repayment of Swingline Loans. The principal amount of all
     Swingline Loans shall be due and payable on the earlier of (A) the maturity
     date agreed to by the Swingline Lender and the Company with respect to such
     Loan (which maturity date shall not be a date more than twenty-eight (28)
     Business Days from the date of advance thereof) or (B) the Revolving Credit
     Termination Date. The Swingline Lender may, at any time, in its sole
     discretion, by written notice to the Company, the U.S. Lenders and the
     Multicurrency Lenders, demand repayment of its Swingline Loans advanced in
     accordance with the terms hereof by way of a U.S. Revolving Loan advance
     and a Multicurrency Revolving Loan advance on the Business Day following
     the date of such notice, in which case the Company shall be deemed to have
     requested a U.S. Revolving Loan advance and a Multicurrency Revolving Loan
     advance (such advances to be made under the U.S. Revolving Committed Amount
     and the Multicurrency Revolving Committed Amount on a pro rata basis based
     on the amount of each such Revolving Committed Amount) comprised solely of
     ABR Loans in the amount of such Swingline Loans; provided, however, that
     any such demand shall be deemed to have been given one Business Day prior
     to the Revolving Credit Termination Date and on the date of the occurrence
     of any Event of Default described in subsection 6.1(f) or subsection 6.1(g)
     and upon acceleration of the indebtedness hereunder and the exercise of
     remedies in accordance with the provisions of subsection 6.1. Each U.S.
     Lender and each Multicurrency Lender hereby irrevocably agrees to make its
     pro rata share of each such Revolving Credit Loan in the amount, in the
     manner and on the date specified in the preceding sentence notwithstanding
     (I) the amount of such borrowing may not comply with the minimum amount for
     advances of Revolving Credit Loans otherwise required hereunder, (II)
     whether any conditions specified in subsection 4.2 are then satisfied,
     (III) whether a Default or an Event of Default then exists, (IV) failure of
     any such request or deemed request for Revolving Credit Loan to be made by
     the time otherwise required hereunder, (V) whether the date of such
     borrowing is a date on which Revolving Credit Loans are otherwise permitted
     to be made hereunder or (VI) any termination of the Commitments relating
     thereto immediately prior to or contemporaneously with such borrowing. In
     the event that any U.S. Revolving Loan or any Multicurrency Revolving Loan
     cannot for any reason be made on the date otherwise required above
     (including, without limitation, as a result of the commencement of a
     proceeding under the Federal Bankruptcy Code (as now or hereafter in
     effect) with respect to the Company or any other Borrower), then each U.S.
     Lender and each Multicurrency Lender hereby agrees that it shall forthwith
     purchase (as of the date such borrowing would otherwise have occurred, but
     adjusted for any payments received from the Company on or after such date
     and prior to such purchase) from the Swingline Lender such Participation
     Interest in the outstanding Swingline Loans as shall be necessary to cause
     each such U.S. Lender and Multicurrency Lender to share in such Swingline
     Loans ratably based upon its respective Commitment Percentage (determined
     before giving effect to any termination of the Commitments pursuant to
     subsection 2.5), provided that (A) all interest payable on the Swingline
     Loans shall be for the account of the Swingline Lender until the date as of
     which the respective Participation Interest is purchased and (B) at the
     time any purchase of Participation Interests pursuant to this sentence is
     actually made, the purchasing Lender shall be required to pay to the
     Swingline Lender, to the extent not paid to the Swingline Lender by the
     Company in accordance with the terms of subsection (c)(ii) below, interest
     on the principal amount of Participation Interests purchased for each day
     from and including the day upon which such purchase of



                                       22

<PAGE>   40


     Participation Interests would otherwise have occurred to but excluding the
     date of actual payment for the purchase of such Participation Interests, at
     the rate equal to the Federal Funds Effective Rate (as defined in the
     definition of "ABR").

     (c)  Interest on Swingline Loans.

          (i) Subject to the provisions of subsection 2.9(e)(ii), each Swingline
     Loan shall bear interest at a per annum rate (computed on the basis of the
     actual number of days elapsed over a year of 360 or 365/366 days, as
     appropriate in accordance with the provisions of subsection 2.10(a)) equal
     to the ABR plus the Applicable Margin for Base Rate Loans.

          (ii) Payment of Interest. Interest on Swingline Loans shall be payable
     in arrears on each applicable Interest Payment Date (or at such other times
     as may be specified herein), unless accelerated sooner pursuant to
     subsection 6.1.

          (d)  Note Evidencing Swingline Loans. The Swingline Loans shall be
     evidenced by a duly executed Regular Note of the Company to the Swingline
     Lender in an original principal amount that includes the aggregate unpaid
     principal amount of all Swingline Loans.

2.16.    LETTER OF CREDIT SUBFACILITY.

     (a)  Issuance. The Issuing Lender has heretofore issued the Existing
Letters of Credit. Subject to the terms and conditions hereof and of the LOC
Documents, if any, and any other terms and conditions which the Issuing Lender
may reasonably require and in reliance upon the representations and warranties
set forth herein, the Issuing Lender agrees to issue, and each U.S. Lender and
each Multicurrency Lender severally agrees to participate in the issuance by the
Issuing Lender of, standby and trade Letters of Credit in U.S. Dollars from time
to time during the Commitment Period as the Company may request, in a form
acceptable to the Issuing Lender; provided, however, that (i) the LOC
Obligations outstanding shall not at any time exceed ONE HUNDRED MILLION DOLLARS
($100,000,000) (the "LOC Committed Amount") and (ii) the aggregate Dollar Amount
with respect to principal of outstanding U.S. Revolving Loans plus outstanding
Multicurrency Revolving Loans plus outstanding Swingline Loans plus all LOC
Obligations shall not exceed the sum of the U.S. Revolving Committed Amount plus
the Multicurrency Revolving Committed Amount. No Letter of Credit shall (x) have
an original expiry date more than one year from the date of issuance (other than
an Existing Letter of Credit) or (y) as originally issued or as extended, have
an expiry date extending beyond the Revolving Credit Termination Date. Each
Letter of Credit shall comply with the related LOC Documents. The issuance and
expiry dates of each Letter of Credit shall be a Business Day.

     (b)  Notice and Reports. The request for the issuance of a Letter of
Credit shall be submitted by the Company to the Issuing Lender at least three
(3) Business Days prior to the requested date of issuance. The Issuing Lender
will, at least quarterly and more frequently upon request, disseminate to each
of the U.S. Lenders and each of the Multicurrency Lenders a detailed report
specifying the Letters of Credit which are then issued and outstanding and any
activity with respect thereto which may have occurred since the date of the
prior report, and including therein, among other things, the beneficiary, the
face amount and the expiry date, as well as any payment or expirations which may
have occurred.

     (c)  Participation. Each U.S. Lender and each Multicurrency Lender,
upon issuance of a Letter of Credit, shall be deemed to have purchased without
recourse a Participation Interest from the Issuing Lender in such Letter of
Credit and the obligations arising thereunder and any collateral relating
thereto, in each case in an amount equal to its pro rata share of the
obligations under such Letter of Credit (based on the respective Commitment
Percentages of the U.S. Lenders and the Multicurrency Lenders) and shall
absolutely, unconditionally and irrevocably assume and be obligated to pay to
the Issuing



                                       23

<PAGE>   41


Lender and discharge when due, its pro rata share of the obligations arising
under such Letter of Credit in accordance with subsection 2.16(d) below. Without
limiting the scope and nature of each U.S. Lender's and each Multicurrency
Lender's Participation Interest in any Letter of Credit, to the extent that the
Issuing Lender has not been reimbursed as required hereunder or under any such
Letter of Credit, each such Lender shall pay to the Issuing Lender its pro rata
share of such unreimbursed drawing in same day funds on the day of notification
by the Issuing Lender of an unreimbursed drawing pursuant to the provisions of
subsection (d) below. The obligation of each U.S. Lender and each Multicurrency
Lender to so reimburse the Issuing Lender shall be absolute and unconditional
and shall not be affected by the occurrence of a Default, an Event of Default or
any other occurrence or event. Any such reimbursement shall not relieve or
otherwise impair the obligation of the Company to reimburse the Issuing Lender
under any Letter of Credit, together with interest as hereinafter provided.

     (d)  Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Company. Unless the Company
shall immediately notify the Issuing Lender that the Company intends to
otherwise reimburse the Issuing Lender for such drawing, the Company shall be
deemed to have requested that the U.S. Lenders and the Multicurrency Lenders
make Revolving Credit Loans totaling the amount of the drawing as provided in
subsection (e) below on the related Letter of Credit, the proceeds of which will
be used to satisfy the related reimbursement obligations. The Company promises
to reimburse the Issuing Lender on the day of drawing under any Letter of Credit
(either with the proceeds of Revolving Credit Loans obtained hereunder or
otherwise) in same day funds. If the Company shall fail to reimburse the Issuing
Lender as provided hereinabove, the unreimbursed amount of such drawing shall
bear interest at a per annum rate equal to the ABR plus the Applicable Margin
for Base Rate Loans plus 2%. The Company's reimbursement obligations hereunder
shall be absolute and unconditional under all circumstances irrespective of any
rights of setoff, counterclaim or defense to payment the Company may claim or
have against the Issuing Lender, the Administrative Agent, the Lenders, the
beneficiary of the Letter of Credit drawn upon or any other Person, including
without limitation any defense based on any failure of the Company or any of its
Consolidated Subsidiaries to receive consideration or the legality, validity,
regularity or unenforceability of the Letter of Credit. The Issuing Lender will
promptly notify the U.S. Lenders and the Multicurrency Lenders of the amount of
any unreimbursed drawing and each U.S. Lender and each Multicurrency Lender
shall promptly pay to the Administrative Agent for the account of the Issuing
Lender in U.S. Dollars and in immediately available funds, the amount of such
Lender's pro rata share of such unreimbursed drawing. Such payment shall be made
on the day such notice is received by such Lender from the Issuing Lender if
such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time)
otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North
Carolina time) on the Business Day next succeeding the day such notice is
received. If such Lender does not pay such amount to the Issuing Lender in full
upon such request, such Lender shall, on demand, pay to the Administrative Agent
for the account of the Issuing Lender interest on the unpaid amount during the
period from the date of such drawing until such Lender pays such amount to the
Issuing Lender in full at a rate per annum equal to, if paid within two (2)
Business Days of the date that such Lender is required to make payments of such
amount pursuant to the preceding sentence, the Federal Funds Effective Rate (as
defined in the definition of "ABR") and thereafter at a rate equal to the ABR.
Each U.S. Lender's and each Multicurrency Lender's obligation to make such
payment to the Issuing Lender, and the right of the Issuing Lender to receive
the same, shall be absolute and unconditional, shall not be affected by any
circumstance whatsoever and without regard to the termination of this Agreement
or the Commitments hereunder, the existence of a Default or Event of Default or
the acceleration of the obligations of the Company hereunder and shall be made
without any offset, abatement, withholding or reduction whatsoever.
Simultaneously with the making of each such payment by a Lender to the Issuing
Lender, such Lender shall, automatically and without any further action on the
part of the Issuing Lender or such Lender, acquire a Participation Interest in
an amount equal to such payment (excluding the portion of such payment
constituting interest owing to the Issuing Lender) in the related unreimbursed
drawing



                                       24

<PAGE>   42


portion of the LOC Obligation and in the interest thereon and in the related LOC
Documents, and shall have a claim against the Company with respect thereto.

     (e)  Repayment with Revolving Credit Loans. On any day on which the
Company shall have requested, or been deemed to have requested, a U.S. Revolving
Loan advance and a Multicurrency Revolving Loan Advance to reimburse a drawing
under a Letter of Credit, the Administrative Agent shall give notice to the U.S.
Lenders and the Multicurrency Lenders that a U.S. Revolving Loan and a
Multicurrency Revolving Loan (such loans to be made under the U.S. Revolving
Committed Amount and the Multicurrency Revolving Committed Amount on a pro rata
basis based on the amount of each such Revolving Committed Amount) have been
requested or deemed requested by the Company to be made in connection with a
drawing under a Letter of Credit, in which case a U.S. Revolving Loan advance
and a Multicurrency Revolving Loan advance, each comprised of ABR Loans (or
Eurodollar Loans denominated in U.S. Dollars to the extent the Company has
complied with the procedures of subsection 2.3(a) with respect thereto), shall
be immediately made to the Company by all U.S. Lenders and all Multicurrency
Lenders, as applicable (notwithstanding any termination of the Commitments
pursuant to subsection 6.1), pro rata based on their respective Commitment
Percentages (determined before giving effect to any termination of the
Commitments pursuant to subsection 6.1) and the proceeds thereof shall be paid
directly to the Issuing Lender for application to the respective LOC
Obligations. Each such Lender hereby irrevocably agrees to make its pro rata
share of each such Revolving Credit Loan immediately upon any such request or
deemed request in the amount, in the manner and on the date specified in the
preceding sentence notwithstanding (i) the amount of such borrowing may not
comply with the minimum amount for advances of Revolving Credit Loans otherwise
required hereunder, (ii) whether any conditions specified in subsection 4.2 are
then satisfied, (iii) whether a Default or an Event of Default then exists, (iv)
failure for any such request or deemed request for Revolving Credit Loan to be
made by the time otherwise required hereunder, (v) whether the date of such
borrowing is a date on which Revolving Credit Loans are otherwise permitted to
be made hereunder or (vi) any termination of the Commitments relating thereto
immediately prior to or contemporaneously with such borrowing. In the event that
any U.S. Revolving Loan or any Multicurrency Revolving Loan cannot for any
reason be made on the date otherwise required above (including, without
limitation, as a result of the commencement of a proceeding under the Bankruptcy
Code with respect to the Company or any of its Consolidated Subsidiaries), then
each such Lender hereby agrees that it shall forthwith purchase (as of the date
such borrowing would otherwise have occurred, but adjusted for any payments
received from the Company on or after such date and prior to such purchase) from
the Issuing Lender such Participation Interests in the outstanding LOC
Obligations as shall be necessary to cause each such U.S. Lender and
Multicurrency Lender to share in such LOC Obligations ratably (based upon the
respective Commitment Percentages of such Lenders (determined before giving
effect to any termination of the Commitments pursuant to subsection 6.1)),
provided that at the time any purchase of Participation Interests pursuant to
this sentence is actually made, the purchasing Lender shall be required to pay
to the Issuing Lender, to the extent not paid to the Issuer by the Company in
accordance with the terms of subsection (d) above, interest on the principal
amount of Participation Interests purchased for each day from and including the
day upon which such borrowing would otherwise have occurred to but excluding the
date of payment for such Participation Interests, at the rate equal to, if paid
within two (2) Business Days of the date of the Revolving Credit Loan advance,
the Federal Funds Effective Rate (as defined in the definition of "ABR"), and
thereafter at a rate equal to the ABR.

     (f)  Designation of Consolidated Subsidiaries as Account Parties.
Notwithstanding anything to the contrary set forth in this Agreement, including
without limitation subsection 2.16(a), a Letter of Credit issued hereunder may
contain a statement to the effect that such Letter of Credit is issued for the
account of a Consolidated Subsidiary of the Company, provided that
notwithstanding such statement, the Company shall be the actual account party
for all purposes of this Agreement for such Letter of Credit


                                       25

<PAGE>   43


and such statement shall not affect the Company's reimbursement obligations
hereunder with respect to such Letter of Credit.

     (g)  Renewal, Extension. The renewal or extension of any Letter of Credit
shall, for purposes hereof, be treated in all respects the same as the issuance
of a new Letter of Credit hereunder.

     (h)  Uniform Customs and Practices. The Issuing Lender may have the Letters
of Credit be subject to The Uniform Customs and Practice for Documentary
Credits, as published as of the date of issue by the International Chamber of
Commerce (Publication No. 500 or the most recent publication, the "UCP"), in
which case the UCP may be incorporated therein and deemed in all respects to be
a part thereof.

     (i) Indemnification; Nature of Issuing Lender's Duties.

          (i) In addition to its other obligations under this subsection 2.16,
     the Company hereby agrees to pay, and protect, indemnify and save each U.S.
     Lender and each Multicurrency Lender (including the Issuing Lender)
     harmless from and against, any and all claims, demands, liabilities,
     damages, losses, costs, charges and expenses (including reasonable
     attorneys' fees and expenses) that such Lender may incur or be subject to
     as a consequence, direct or indirect, of (A) the issuance of any Letter of
     Credit or (B) the failure of such Lender or the Issuing Lender to honor a
     drawing under a Letter of Credit as a result of any act or omission,
     whether rightful or wrongful, of any present or future de jure or de facto
     government or Governmental Authority (all such acts or omissions, herein
     called "Government Acts").

          (ii) As between (x) the Company and (y) the U.S. Lenders and the
     Multicurrency Lenders (including the Issuing Lender), the Company shall
     assume all risks of the acts, omissions or misuse of any Letter of Credit
     by the beneficiary thereof. No Lender (including the Issuing Lender) shall
     be responsible: (A) for the form, validity, sufficiency, accuracy,
     genuineness or legal effect of any document submitted by any party in
     connection with the application for and issuance of any Letter of Credit,
     even if it should in fact prove to be in any or all respects invalid,
     insufficient, inaccurate, fraudulent or forged; (B) for the validity or
     sufficiency of any instrument transferring or assigning or purporting to
     transfer or assign any Letter of Credit or the rights or benefits
     thereunder or proceeds thereof, in whole or in part, that may prove to be
     invalid or ineffective for any reason; (C) for errors, omissions,
     interruptions or delays in transmission or delivery of any messages, by
     mail, cable, telegraph, telex or otherwise, whether or not they be in
     cipher; (D) for any loss or delay in the transmission or otherwise of any
     document required in order to make a drawing under a Letter of Credit or of
     the proceeds thereof; and (E) for any consequences arising from causes
     beyond the control of such Lender, including, without limitation, any
     Government Acts. None of the above shall affect, impair, or prevent the
     vesting of the Issuing Lender's rights or powers hereunder.

          (iii) In furtherance and extension and not in limitation of the
     specific provisions hereinabove set forth, any action taken or omitted by
     any U.S. Lender or any Multicurrency Lender (including the Issuing Lender),
     under or in connection with any Letter of Credit or the related
     certificates, if taken or omitted in good faith, shall not put such Lender
     under any resulting liability to the Company. It is the intention of the
     parties that this Agreement shall be construed and applied to protect and
     indemnify each U.S. Lender and each Multicurrency Lender (including the
     Issuing Lender) against any and all risks involved in the issuance of the
     Letters of Credit, all of which risks are hereby assumed by the Company (on
     behalf of itself and each of its Consolidated Subsidiaries), including,
     without limitation, any and all Government Acts. No U.S. Lender or
     Multicurrency Lender (including the Issuing Lender) shall, in any way, be
     liable for



                                       26

<PAGE>   44


     any failure by such Lender or anyone else to pay any drawing under any
     Letter of Credit as a result of any Government Acts or any other cause
     beyond the control of such Lender.

          (iv) Nothing in this subsection (i) is intended to limit the
     reimbursement obligations of the Company contained in subsection (d) above.
     The obligations of the Company under this subsection (i) shall survive the
     termination of this Agreement. No act or omission of any current or prior
     beneficiary of a Letter of Credit shall in any way affect or impair the
     rights of the U.S. Lenders and the Multicurrency Lenders (including the
     Issuing Lender) to enforce any right, power or benefit under this
     Agreement.

          (v) Notwithstanding anything to the contrary contained in this
     subsection (i), the Company shall have no obligation to indemnify any U.S.
     Lender or Multicurrency Lender (including the Issuing Lender) in respect of
     any liability incurred by such Lender (A) to the extent such liability
     arose out of the gross negligence or willful misconduct of such Lender, as
     determined by a court of competent jurisdiction, or (B) caused by such
     Lender's failure to pay under any Letter of Credit after presentation to it
     of a request strictly complying with the terms and conditions of such
     Letter of Credit, as determined by a court of competent jurisdiction,
     unless such payment is prohibited by any law, regulation, court order or
     decree.

     (j)  Responsibility of Issuing Lender. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the U.S. Lenders
and the Multicurrency Lenders are only those expressly set forth in this
Agreement and that the Issuing Lender shall be entitled to assume that the
conditions precedent set forth in subsection 4.2 have been satisfied unless it
shall have acquired actual knowledge that any such condition precedent has not
been satisfied; provided, however, that nothing set forth in this subsection
2.16 shall be deemed to prejudice the right of any U.S. Lender or Multicurrency
Lender to recover from the Issuing Lender any amounts made available by such
Lender to the Issuing Lender pursuant to this subsection 2.16 in the event that
it is determined by a court of competent jurisdiction that the payment with
respect to a Letter of Credit constituted gross negligence or willful misconduct
on the part of the Issuing Lender.

     (k)  Conflict with LOC Documents. In the event of any conflict between
this Agreement and any LOC Document (including any letter of credit
application), this Agreement shall control.

2.17.    TERM LOAN TRANCHES.

     (a)  Term Loan Commitments. Subject to the terms and conditions hereof and
in reliance upon the representations and warranties set forth herein:

     (i) certain of the Lenders severally made available to the Company in U.S.
Dollars on the Closing Date such Lenders' Commitment Percentages of each of the
following term loan tranches:

          (A) A TERM LOAN IN THE AGGREGATE PRINCIPAL AMOUNT OF ONE BILLION TWO
     HUNDRED FIFTY MILLION DOLLARS ($1,250,000,000) OF WHICH $874,696,132.59
     SHALL BE OUTSTANDING AS OF THE THIRD AMENDMENT EFFECTIVE DATE, AFTER GIVING
     EFFECT TO THE THIRD AMENDMENT (THE "TRANCHE A TERM LOAN");

          (B) A TERM LOAN IN THE AGGREGATE PRINCIPAL AMOUNT OF FIVE HUNDRED
     MILLION DOLLARS ($500,000,000) (THE "TRANCHE B TERM LOAN") WHICH WAS REPAID
     IN FULL PRIOR TO THE THIRD AMENDMENT EFFECTIVE DATE; AND

          (C) A TERM LOAN IN THE AGGREGATE PRINCIPAL AMOUNT OF ONE BILLION
     DOLLARS ($1,000,000,000) WHICH SHALL HAVE BEEN REPAID IN FULL AS OF THE
     THIRD AMENDMENT EFFECTIVE DATE, AFTER GIVING EFFECT TO THE THIRD AMENDMENT
     (THE "TRANCHE C TERM LOAN"), AND





<PAGE>   45
         (II).....EACH TRANCHE D LENDER SEVERALLY AGREES TO MAKE AVAILABLE TO
THE COMPANY IN U.S. DOLLARS ON THE THIRD AMENDMENT EFFECTIVE DATE SUCH TRANCHE D
LENDER'S COMMITMENT PERCENTAGE OF AN ADDITIONAL TERM LOAN TRANCHE CONSISTING OF
A TERM LOAN IN THE AGGREGATE PRINCIPAL AMOUNT OF THREE HUNDRED SEVENTY FIVE
MILLION DOLLARS ($375,000,000) (THE "TRANCHE D TERM LOAN").

         Each such term loan tranche referred to above (each a "Term Loan
Tranche") may consist of ABR Loans or Eurodollar Loans, or a combination
thereof, as the Company may request; provided that any portion of the Tranche A
Term Loan funded in Euros in accordance with the terms set forth below shall
consist solely of Eurodollar Loans. Except as set forth below with respect to
the Tranche A Term Loan, amounts repaid under a Term Loan Tranche may not be
reborrowed.

         On the Restatement Effective Date and in accordance with the borrowing
procedures set forth in subsection (b) below, the Company converted $950,000,000
of the Tranche A Term Loan to Term Loans denominated in Euros by requesting a
readvance in Euros of $950,000,000 of the Tranche A Term Loan and, upon receipt
of such readvance, immediately repaying to the Administrative Agent the Dollar
Amount of such readvance in U.S. Dollars. The Term Loans converted on the
Restatement Effective Date pursuant to the preceding sentence shall continue to
constitute a portion of the Tranche A Term Loan.

         On the First Amendment Effective Date and in accordance with the
borrowing procedures set forth in subsection (b) below, the Company converted
the entire portion of the Tranche A Term Loan then denominated in Euros, equal
in Dollar Amount to $950,000,000, to Term Loans denominated in U.S. Dollars by
requesting a readvance in U.S. Dollars of such portion of the Tranche A Term
Loan and, upon receipt of such readvance, immediately repaying to the
Administrative Agent such portion of the Tranche A Term Loan designated for
conversion in Euros. The Term Loans converted on the First Amendment Effective
Date pursuant to the preceding sentence shall continue to constitute a portion
of the Tranche A Term Loan.

         (b)......Borrowing Procedures. The funding of the Tranche A Term Loan,
the Tranche B Term Loan and Tranche C Term Loan on the Closing Date was, and the
funding of the Tranche D Term Loan on the Third Amendment Effective Date shall
be, subject to the following procedures: The Company shall submit an appropriate
notice of borrowing, substantially in the form of Exhibit G, to the
Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time)
on the Closing Date or the Third Amendment Effective Date, as applicable, with
respect to the portion of each Term Loan Tranche initially consisting of an ABR
Loan, or on the third Business Day prior to the Closing Date or the Third
Amendment Effective Date, as applicable, with respect to the portion of each
Term Loan Tranche initially consisting of one or more Eurodollar Loans, which
notice of borrowing shall be irrevocable and shall specify (i) that the funding
of a Term Loan Tranche is requested and (ii) whether the funding of such Term
Loan Tranche shall be comprised of ABR Loans, Eurodollar Loans or a combination
thereof, and if Eurodollar Loans are requested, the Interest Period(s) therefor.
If the Company shall fail to deliver such notice of borrowing to the
Administrative Agent by 11:00 A.M. (Charlotte, North Carolina time) on the third
Business Day prior to the Closing Date or the Third Amendment Effective Date, as
applicable, then the full amount of each Term Loan Tranche shall be disbursed on
the Closing Date or the Third Amendment Effective Date, as applicable, as an ABR
Loan. Each Lender shall make its Commitment Percentage of each Term Loan Tranche
available to the Administrative Agent for the account of the Company at the
office of the Administrative Agent specified in subsection 9.2, or at such other
office as the Administrative Agent may designate in writing, by 1:00 P.M.
(Charlotte, North Carolina time) on the Closing Date or the Third Amendment
Effective Date, as applicable, in U.S. Dollars and in funds immediately
available to the Administrative Agent. Each Term Loan Tranche will then be made
available to the Company by the Administrative Agent crediting the


                                       28


<PAGE>   46


account of the Company on the books of such office with the aggregate of the
amounts made available to the Administrative Agent by the Lenders and in
like funds as received by the Administrative Agent.

         The conversion of a portion of the Tranche A Term Loan on the
Restatement Effective Date was subject to the following procedures: The Company
shall submit an appropriate notice of borrowing, substantially in the form of
Exhibit G, to the Administrative Agent not later than 11:00 A.M. (Charlotte,
North Carolina time) on the third Business Day prior to the Restatement
Effective Date with respect to the portion of the Tranche A Term Loan to be
redenominated in Euros, which notice of borrowing shall be irrevocable and shall
specify (i) that a readvance in Euros of a portion of the Tranche A Term Loan is
requested on the Restatement Effective Date, (ii) the Dollar Amount of such
requested readvance (which may not exceed $950 million) (the "Readvance Amount")
and (iii) the requested Interest Period(s) for the Eurodollar Loans comprising
such readvance. The Administrative Agent will notify the Tranche A Euro Lenders
of such readvance request and will, by no later than the second Business Day
prior to the Restatement Effective Date, notify each Tranche A Euro Lender of
the amount of Euros to be funded by such Tranche A Euro Lender on the
Restatement Effective Date in order to effectuate such readvance (each such
amount a "Tranche A Euro Amount"). The amount of Euros to be funded by each
Tranche A Euro Lender shall not exceed that portion of such Lender's Commitment
under the Tranche A Term Loan available to be readvanced in Euros, as indicated
on Schedule I and as expressed in Euros based on the Administrative Agent's spot
rate of exchange two Business Days prior to the Restatement Effective Date. Each
Tranche A Euro Lender shall make its Tranche A Euro Amount available to the
Administrative Agent for the account of the Company at the U.K. Lending Office
of the Administrative Agent specified below, or at such other address as the
Administrative Agent may specify to the Tranche A Euro Lenders and the Company,
by 11:00 A.M. (London time) on the Restatement Effective Date, in Euros, and in
funds immediately available to the Administrative Agent. Upon confirmation by
the Administrative Agent of its receipt of a Tranche A Euro Lender's Tranche A
Euro Amount in Euros, the Administrative Agent will, on the Restatement
Effective Date, distribute to the Company such Lender's Tranche A Euro Amount in
Euros. On the Restatement Effective Date and immediately upon its receipt of the
respective Tranche A Euro Amounts referred to above, the Company shall pay to
the Administrative Agent, for the pro rata benefit of the Tranche A Euro Lenders
and in U.S. Dollars, the Readvance Amount; provided, however, that if the
Administrative Agent has not made available to the Company any Lender's Tranche
A Euro Amount in Euros on the Restatement Effective Date, then the Company may
withhold from the amount otherwise payable to the Administrative Agent pursuant
to this sentence such Lender's pro rata portion of the Readvance Amount until
such time as such Lender's Tranche A Euro Amount has been made available to the
Company.

                  U.K.  Lending Office

                  Bank of America
                  1 Alie Street
                  London
                  Swift Address:  BOSAGB22
                  For account of NationsBank, N.A. Charlotte
                  Account No.:  11046027
                  Reference:  Hercules Incorporated

         The conversion of a portion of the Tranche A Term Loan on the First
Amendment Effective Date was subject to the following procedures: The Company
shall submit an appropriate notice of borrowing, substantially in the form of
Exhibit G, to the Administrative Agent not later than 11:00 A.M. (Charlotte,
North Carolina time) on the third Business Day prior to the First Amendment
Effective Date with respect to the portion of the Tranche A Term Loan to be
redenominated in U.S. Dollars, which notice of borrowing shall be irrevocable
and shall specify (i) that a readvance in U.S. Dollars of a portion of the



                                       29

<PAGE>   47


Tranche A Term Loan is requested on the First Amendment Effective Date, (ii) the
amount in Euros of such requested readvance (the "Conversion Readvance Amount")
and (iii) the requested Interest Period(s) for the Eurodollar Loans comprising
the Term Loans made in connection with such readvance. The Administrative Agent
will notify the Tranche A Converting Lenders of such readvance request and will,
by no later than the second Business Day prior to the First Amendment Effective
Date, notify each Tranche A Converting Lender of the amount of U.S. Dollars to
be funded by such Tranche A Converting Lender on the First Amendment Effective
Date in order to effectuate such readvance (each such amount a "Tranche A
Conversion Amount"). The amount of U.S. Dollars to be funded by each Tranche A
Converting Lender shall be determined based on the Administrative Agent's spot
rate of exchange two Business Days prior to the First Amendment Effective Date.
Each Tranche A Converting Lender shall make its Tranche A Conversion Amount
available to the Administrative Agent for the account of the Company at the
office of the Administrative Agent specified in Section 9.2, or at such other
address as the Administrative Agent may specify to the Tranche A Converting
Lenders and the Company, by 11:00 a.m. (Charlotte, North Carolina time) on the
First Amendment Effective Date, in U.S. Dollars, and in funds immediately
available to the Administrative Agent. Upon confirmation by the Administrative
Agent of its receipt of a Tranche A Converting Lender's Tranche A Conversion
Amount in U.S. Dollars, the Administrative Agent will, on the First Amendment
Effective Date, distribute to the Company such Lender's Tranche A Conversion
Amount in U.S. Dollars. On the First Amendment Effective Date and immediately
upon its receipt of the respective Tranche A Conversion Amounts referred to
above, the Company shall pay to the Administrative Agent, for the pro rata
benefit of the Tranche A Converting Lenders in Euros, the Conversion Readvance
Amount; provided, however, that if the Administrative Agent has not made
available to the Company any Lender's Tranche A Conversion Amount in U.S.
Dollars on the First Amendment Effective Date, then the Company may withhold
from the amount otherwise payable to the Administrative Agent pursuant to this
sentence such Lender's pro rata portion of the Conversion Readvance Amount until
such time as such Lender's Tranche A Conversion Amount has been made available
to the Company.

         (c)......Minimum Amounts. Each Eurodollar Loan or ABR Loan that is part
of a Term Loan Tranche shall be in an aggregate principal Dollar Amount that is
not less than $5,000,000 and in an integral multiple of $1,000,000 or 1,000,000
Euros, as applicable (or the then remaining principal balance of that portion of
such Term Loan Tranche available in such currency, if less).


                                       30

<PAGE>   48

         (d)......Repayment of Term Loan Tranches. The principal amount of each
Term Loan Tranche shall be repaid on the date(s) set forth below, unless
accelerated sooner pursuant to subsection 6.1:

                  (i) The principal amount of the Tranche A Term Loan shall be
         repaid on each of the Principal Amortization Payment Dates set forth
         below with a quarterly payment on each such date equal to an amount in
         U.S. Dollars equal to the amount set forth below (after giving effect
         to the transactions contemplated by the Third Amendment) corresponding
         to the relevant Principal Amortization Payment Date:


<TABLE>
<CAPTION>
       Principal Amortization         Tranche A Term Loan Amortization
           Payment Dates                          Payment*
       ----------------------         --------------------------------

        <S>                                  <C>
        June 30, 2001                         $55,944,751.38
        September 30, 2001                    $68,229,281.77
        December 31, 2001                     $68,229,281.77
        March 31, 2002                        $79,600,828.73
        June 30, 2002                         $79,600,828.73
        September 30, 2002                    $79,600,828.73
        December 31, 2002                     $79,600,828.73
        March 31, 2003                        $90,972,375.69
        June 30, 2003                         $90,972,375.69
        September 30, 2003                    $90,972,375.69
        October 15, 2003                      $90,972,375.69
</TABLE>

        * The amortization payments set forth in this table reflect amortization
          of the $874,696,132.59 in principal amount of the Tranche A Term Loan
          outstanding as of the Third Amendment Effective Date after giving
          effect to (x) a prepayment of the Tranche A Term Loan prior to the
          Third Amendment Effective Date, which was credited pro rata to
          remaining amortization payment maturities, and (y) the $126,000,000
          prepayment on the Third Amendment Effective Date required under
          subsection 2.6(d).

                  (ii) The principal amount of the Tranche B Term Loan has been
         repaid in full.

                  (iii) The principal amount of the Tranche C Term Loan shall be
         repaid in full on the Third Amendment Effective Date.


                                       31


<PAGE>   49

                  (iv) The principal amount of the Tranche D Term Loan shall be
         repaid on each of the Principal Amortization Payment Dates set forth
         below with a quarterly payment on each such date in U.S. Dollars equal
         to the amount set forth below corresponding to the relevant Principal
         Amortization Payment Date:

<TABLE>
<CAPTION>
         Principal Amortization         Tranche D Term Loan Amortization
             Payment Dates                           Payment
         ----------------------         --------------------------------
<S>                                               <C>
          March 31, 2001                          $   937,500
          June 30, 2001                           $   937,500
          September 30, 2001                      $   937,500
          December 31, 2001                       $   937,500
          March 31, 2002                          $   937,500
          June 30, 2002                           $   937,500
          September 30, 2002                      $   937,500
          December 31, 2002                       $   937,500
          March 31, 2003                          $   937,500
          June 30, 2003                           $   937,500
          September 30, 2003                      $   937,500
          December 31, 2003                       $   937,500
          March 31, 2004                          $   937,500
          June 30, 2004                           $   937,500
          September 30, 2004                      $   937,500
          December 31, 2004                       $   937,500
          March 31, 2005                          $90,000,000
          June 30, 2005                           $90,000,000
          September 30, 2005                      $90,000,000
          November 14, 2005                       $90,000,000
</TABLE>

         (e)......Interest. Each Term Loan Tranche shall bear interest, and such
interest shall be payable, as specified in subsection 2.9.

         (f)......Notes Evidencing Term Loans. The Term Loans made by each
Lender shall be evidenced by a duly executed Note in the form of Exhibit A or,
in the case of the Tranche D Term Loans, Exhibit A(amd) (each, as amended,
modified, restated, supplemented, extended, renewed or replaced from time to
time, a "Tranche D Note") of the Company to such Lender in an original principal
amount that includes the aggregate unpaid principal amount of all Term Loans
made by such Lender to the Borrower.

2.18.    BANKERS' ACCEPTANCES.

         (a)......Form.

                  (i) To facilitate the acceptance of Bankers' Acceptances
         hereunder, the Canadian Borrower hereby appoints each Canadian Lender
         as its attorney to sign and endorse on its behalf, as and when
         considered necessary by such Canadian Lender, an appropriate number of
         orders in the form prescribed by that Canadian Lender.

                  (ii) Each Canadian Lender may, at its option, execute any
         order in handwriting or by the facsimile or mechanical signature of any
         of its authorized officers, and the Canadian Lenders


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<PAGE>   50

         are hereby authorized to accept or pay, as the case may be, any order
         of the Canadian Borrower which purports to bear such a signature
         notwithstanding that any such individual has ceased to be an authorized
         officer of the Canadian Lender. Any such order or Bankers' Acceptance
         shall be as valid as if he or she were an authorized officer at the
         date of issue of the order or Bankers' Acceptance.

                  (iii) Any order signed by a Canadian Lender as attorney for
         the Canadian Borrower, whether signed in handwriting or by the
         facsimile or mechanical signature of an authorized officer of a
         Canadian Lender may be dealt with by the Canadian Administrative Agent
         or any Canadian Lender to all intents and purposes and shall bind the
         Canadian Borrower as if duly signed and issued by the Canadian
         Borrower.

                  (iv) The receipt by the Canadian Administrative Agent of a
         notice under section 2.18(c) requesting Bankers' Acceptances shall be
         each Canadian Lender's sufficient authority to execute, and each
         Canadian Lender shall, subject to the terms and conditions of this
         Agreement, execute orders in accordance with such request, and the
         orders so executed shall thereupon be deemed to have been presented for
         acceptance.

         (b)......Issuance. Subject to the terms and conditions hereof and of
the BA Documents executed in connection with the creation of each Banker's
Acceptance and any other terms and conditions which the Canadian Lenders may
reasonably require, (so long as such terms and conditions do not impose any
financial obligation on or require any Lien (not otherwise contemplated by this
Agreement) to be given by the Company or any of its Subsidiaries or conflict
with any obligation of, or detract from any action which may be taken by, the
Company or any of its Subsidiaries under this Agreement) each Canadian Lender
agrees, severally and not jointly, at any time and from time to time during the
Commitment Period, to create Bankers' Acceptances by accepting orders of the
Canadian Borrower presented to it for acceptance equal to such Canadian Lender's
Commitment Percentage of such Bankers' Acceptances as the Canadian Borrower may
request on such date; provided, however, that (i) the aggregate Dollar Amount of
(A) Canadian Revolving Loans outstanding plus (B) the Face Amount of Bankers'
Acceptances outstanding may not exceed the Canadian Revolving Committed Amount
and (ii) if the Face Amount of a Banker's Acceptance, which would otherwise be
accepted by a Canadian Lender, would not be C$100,000 or a larger multiple
thereof, such Face Amount shall be increased or reduced by the Canadian
Administrative Agent in its discretion to the nearest multiple of C$100,000.
Upon the acceptance of any order of the Canadian Borrower pursuant hereto, the
Canadian Borrower shall pay to each of the Canadian Lenders, in advance, the
Acceptance Fee. Forthwith after each request for drawdown of, continuation of or
conversion into Bankers' Acceptances, the Canadian Administrative Agent shall
notify each Canadian Lender of the amount of Bankers' Acceptances to be accepted
by such Canadian Lender. The Canadian Lenders may, but are not obligated to,
purchase any of the Bankers' Acceptances. The Canadian Borrower shall as soon as
practical deliver to the Canadian Administrative Agent a notice confirming the
issuance of Bankers' Acceptances and specifying the BA Discount Proceeds derived
therefrom. For greater certainty, with respect to each extension of credit by
way of Bankers' Acceptances, each Bankers' Acceptance shall have the same term
and, upon sale, each Bankers' Acceptance shall be discounted at the rate
relating to the Canadian Lender accepting the Bankers' Acceptance.

         (c)......Requirements of Bankers' Acceptances. Each Bankers' Acceptance
shall comply with the related BA Documents and shall be executed by the Canadian
Borrower and presented to the Canadian Lenders pursuant to such procedures as
are provided for in such BA Documents or as otherwise provided or required by a
Canadian Lender. The creation and maturity date of each Bankers' Acceptance
shall be a Business Day and no Bankers' Acceptance shall have a maturity date
later than the Revolving Credit Termination Date.


                                       33

<PAGE>   51


         (d)......Method of Requesting a Bankers' Acceptance. By no later than
10:00 A.M., Toronto, Ontario time, two Business Days prior to the date of the
requested Bankers' Acceptance, the Canadian Borrower shall submit an irrevocable
notice, substantially in the form of Exhibit F, to the Canadian Administrative
Agent setting forth the aggregate amount of Bankers' Acceptances requested and
the maturity date of the requested Bankers' Acceptances which shall be 30, 60,
90 or 180 days, at the election of the Canadian Borrower, and complying in all
respects with subsection 4.2.

         (e)......Safekeeping of Orders. Any executed orders to be used as
Bankers' Acceptances which are delivered to a Canadian Lender shall be held in
safekeeping with the same degree of care as if they were such Canadian Lender's
own property, and shall be kept at the place at which such orders are ordinarily
held by such Canadian Lender, provided that such Canadian Lender shall not be
deemed to be an insurer thereof.

         (f)......Maturity/Continuations. The Canadian Borrower shall pay to the
Canadian Administrative Agent, and there shall become due and payable, at 1:00
P.M. (Toronto, Ontario 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 (notwithstanding that any Canadian Lender which accepted any
such Bankers' Acceptance may be the holder thereof at maturity); provided,
however, that subject to subsection 3.1 and provided that the Canadian Borrower
has, by giving notice in accordance with subsection 2.18(c) or 2.7, requested
the Canadian Lenders to accept its orders to replace all or a portion of
outstanding Bankers' Acceptances as they mature, each Canadian Lender shall, on
the maturity of such Bankers' Acceptances and concurrent with the payment by the
Canadian Borrower to the Canadian Lenders of the Face Amount of such Bankers'
Acceptances or the portion thereof to be replaced, accept the Canadian
Borrower's order(s) having an aggregate Face Amount equal to its pro rata share
of the aggregate Face Amount of the matured Bankers' Acceptances or the portion
thereof to be replaced.

         (g)......Repayments Prior to Maturity. Except as required by subsection
2.6(b), no repayment of a Bankers' Acceptance shall be made by the Canadian
Borrower to the Canadian Lenders prior to the maturity date thereof. Any such
repayment required by subsection 2.6(b) shall be made to the Canadian
Administrative Agent and such monies shall be held by the Canadian
Administrative Agent, in a cash collateral account hypothecated to the Canadian
Administrative Agent, to be paid to each of the Canadian Lenders on the maturity
date of the Bankers' Acceptances which have been accepted by it. The Canadian
Borrower shall be entitled to the benefit of any interest accruing thereon, in
each case, on the respective maturity date of each Bankers' Acceptance in
respect of which repayment is made, and upon the maturity of each such Bankers'
Acceptance the Canadian Lenders shall apply the interest thereon in payment of
amounts owed by the Canadian Borrower hereunder. Any such payment by the
Canadian Borrower to the Canadian Lenders shall satisfy the Canadian Borrower's
obligations under the 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.

         (h)......Minimum Amounts. Each request for Bankers' Acceptances shall
be in a minimum aggregate amount of C$1,000,000 and in an integral multiple of
C$1,000,000 above such amount. The Face Amount of each Bankers' Acceptance
created hereunder shall be C$100,000 or any multiple thereof.

         (i)......Funding of Bankers' Acceptances.

                  (i) Subject to subsections (ii) and (iii) below, each Canadian
         Lender shall, not later than 1:00 P.M., Toronto, Ontario time, on the
         date of creation of the Bankers' Acceptances, accept orders of the
         Canadian Borrower which are presented to it for acceptance in an amount



                                       34

<PAGE>   52


         equal to each Canadian Lender's Commitment Percentage of the aggregate
         Face Amounts of Bankers' Acceptances created on such date; provided,
         however, that if the Face Amount of a Banker's Acceptance, which would
         otherwise be accepted by a Canadian Lender, would not be C$100,000 or a
         larger multiple thereof, such Face Amount shall be increased or reduced
         by the Canadian Administrative Agent in its discretion to the nearest
         multiple of C$100,000. Subject to the provisions hereof, the Canadian
         Administrative Agent shall be responsible for making all necessary
         arrangements with each of the Canadian Lenders with respect to the
         acceptance of Bankers' Acceptances.

                  (ii) Each Canadian Lender shall transfer to the Canadian
         Administrative Agent for value on such creation date immediately
         available Canadian Dollars in an aggregate amount equal to the BA
         Discount Proceeds of all Bankers' Acceptances accepted and sold or
         purchased by the Canadian Lender on such date net of the applicable
         Acceptance Fee and net of the amount required to pay any of its
         previously accepted Bankers' Acceptances that are maturing on such date
         or its percentage of any Canadian Base Rate Revolving Loan that is
         being converted to Bankers' Acceptances on such date.

                  (iii) Subject to subsection 3.1, in the sole judgment of a
         Canadian Lender, if such Canadian Lender is unable to create a Bankers'
         Acceptance in accordance with this Agreement, such Canadian Lender
         shall give an irrevocable notice to such effect to the Canadian
         Administrative Agent and the Canadian Borrower prior to 10:00 A.M.,
         Toronto, Ontario time, on the date of the requested creation of the
         Bankers' Acceptances. Such Canadian Lender shall make available to the
         Canadian Borrower prior to 1:00 P.M., Toronto, Ontario time, one
         Business Day prior to the date of such requested Bankers' Acceptance a
         Canadian Dollar loan in a principal amount equal to the BA Discount
         Proceeds of such Canadian Lender's pro rata share of the aggregate Face
         Amounts of Bankers' Acceptances to be created on such date, such loan
         to be funded in the same manner as the Bankers' Acceptances provided by
         the other Canadian Lenders. Such loan shall have the same term as the
         Bankers' Acceptance for which it is a substitute and shall bear such
         interest per annum throughout the term thereof as shall permit such
         Canadian Lender to obtain the same effective rate as if such Canadian
         Lender had accepted and purchased a Bankers' Acceptance at the same
         Acceptance Fee and pricing in which the Canadian Administrative Agent
         would have accepted and purchased on the bid side of the market, such
         Bankers' Acceptance at approximately 1:00 P.M., Toronto, Ontario time,
         on the date such loan is made. The Canadian Borrower hereby agrees that
         if such loan is made by a Canadian Lender interest shall be payable in
         advance on the date of such loan by deducting the interest payable in
         respect thereof from the principal amount of such loan.

         The Canadian Administrative Agent shall promptly inform the
Administrative Agent of the creation of Bankers' Acceptances and the terms
thereof. No Canadian Lender shall be responsible for the failure or delay by any
other Canadian Lender in its obligation to create Bankers' Acceptances
hereunder; provided, however, that the failure of any Canadian Lender to fulfill
its Commitment hereunder shall not relieve any other Canadian Lender of its
Commitment hereunder.

         SECTION 3.........CHANGE IN CIRCUMSTANCES AFFECTING LOANS OR BANKERS'
ACCEPTANCES.

         3.1. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR;
INABILITY TO CREATE BANKERS' ACCEPTANCES.

         (a)......If before the beginning of any Interest Period applicable to a
Eurodollar Loan:

                  (i) by reason of circumstances affecting the interbank
         eurodollar market generally, deposits in U.S. Dollars or Euros (in the
         applicable amounts) are not being offered by the Administrative Agent
         in the interbank eurodollar market for such Interest Period;


                                       35

<PAGE>   53


                  (ii) the Required Lenders shall determine that the Eurodollar
         Rate determined or to be determined for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders of maintaining
         or funding, for such Interest Period, its Eurodollar Loans to which
         such Interest Period applies; or

                  (iii) the Administrative Agent is unable to determine the
         London Interbank Offered Rate;

the Administrative Agent (upon receipt of notice from the Required Lenders in
the case of clause (ii) above) shall forthwith give notice thereof to the
Company whereupon until the Administrative Agent notifies the Company that the
circumstances giving rise to such suspension no longer exist (A) the obligations
of the Lenders to make the affected Eurodollar Loans shall be suspended and (B)
each Borrower shall repay in full the then outstanding principal amount of each
affected Eurodollar Loan received by it, together with accrued interest thereon,
on the last day of the then current Interest Period applicable to such Loan or
convert the then outstanding principal amount of each Eurodollar Loan on the
last day of the then current Interest Period applicable to such Loan to an ABR
Loan.

         (b)......If the Canadian Administrative Agent determines in good faith,
which determination shall be final, conclusive and binding upon the Canadian
Borrower absent manifest error, and notifies the Canadian Borrower and each of
the Canadian Lenders that, by reason of circumstances affecting the money market
or the market for bankers' acceptances generally (i) there is no market for
Bankers' Acceptances; or (ii) the demand for Bankers' Acceptances is
insufficient to allow the sale or trading of the Bankers' Acceptances created
and purchased hereunder, then,

                  (A) THE RIGHT OF THE CANADIAN BORROWER TO REQUEST A BORROWING
         BY WAY OF BANKERS' ACCEPTANCES SHALL BE SUSPENDED UNTIL THE CANADIAN
         ADMINISTRATIVE AGENT DETERMINES IN GOOD FAITH THAT THE CIRCUMSTANCES
         CAUSING SUCH SUSPENSION NO LONGER EXIST AND THE CANADIAN ADMINISTRATIVE
         AGENT SO NOTIFIES THE CANADIAN BORROWER; AND

                  (B) ANY NOTICE OF REQUESTED BANKERS' ACCEPTANCES WHICH IS
         OUTSTANDING SHALL BE CANCELED AND THE BANKERS' ACCEPTANCE REQUESTED
         THEREIN SHALL NOT BE MADE.

                  (C) THE CANADIAN ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY
         THE CANADIAN BORROWER OF THE SUSPENSION OF THE CANADIAN BORROWER'S
         RIGHT TO REQUEST A BANKERS' ACCEPTANCE AND OF THE TERMINATION OF ANY
         SUCH SUSPENSION.

3.2.     ILLEGALITY.

         If, after the date of this Agreement, the introduction of, or any
change in, any applicable law, rule or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) of any such
Governmental Authority shall make it unlawful or impossible for any Lender to
make, maintain or fund its Eurodollar Loans, such Lender forthwith shall so
notify the Company. Upon receipt of such notice, each Borrower shall prepay in
full the then outstanding principal amount of each Eurodollar Loan of such
Lender received by it, together with accrued interest thereon, or convert the
then outstanding principal amount of each such Eurodollar Loan to an ABR Loan,
in either case, on either (a) the last day of the then current Interest Period
applicable to such Eurodollar Loan if such Lender may lawfully continue to
maintain and fund such Loan to such day or (b) immediately if such Lender may
not lawfully continue to fund and maintain such Loan to such day.

3.3.     INCREASED COST.

         (a)......If, after the date of this Agreement, the introduction of, or
any change in, any applicable law, rule or regulation or in the interpretation
or administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof or



                                       36

<PAGE>   54

compliance by any Lender with any request or directive of any such Governmental
Authority, central bank or comparable agency (whether or not having the force of
law):

                  (i) shall subject any Lender to any tax, duty or other charge
         with respect to Loan made by it, any Letter of Credit or any Bankers'
         Acceptance, or its obligation to make, issue or create any of the
         foregoing, or shall change the basis of taxation of payments to such
         Lender of the principal of or interest on Loan made by it, any Letter
         of Credit or any Bankers' Acceptance, or its obligation to make, issue
         or create any of the foregoing (except for changes in the rate of tax
         on the overall net income of such Lender imposed by the jurisdiction,
         at any level, in which the principal executive office of such Lender is
         located); or

                  (ii) shall impose, modify or deem applicable any reserve
         (including, without limitation, any reserve imposed by the Board of
         Governors of the Federal Reserve System), special deposit or similar
         requirement against assets of, deposits with or for the account of, or
         credit extended by, any Lender or shall impose on any Lender or the
         interbank eurodollar market any other condition affecting its
         Eurodollar Loans or its respective Notes;

and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining its Loans or issuing or participating in Letters of Credit
or creating Bankers' Acceptances, or to reduce the amount of any sum received or
receivable by such Lender under this Agreement or under its Notes in respect
thereof, by any amount deemed by such Lender to be material, then, within
fifteen (15) days after receipt of written demand from such Lender, the
Borrowers agree to pay to such Lender such additional amount or amounts as will
compensate such Lender for such increased cost or reduction. A certificate of
such Lender setting forth in reasonable detail the basis for determining such
additional amount or amounts necessary to compensate such Lender shall be
conclusive in the absence of manifest error.

         (b)......If any Lender shall have determined that the introduction of
any applicable law, rule, regulation or guideline regarding capital adequacy, or
any change therein or any change in the interpretation or administration thereof
by any Governmental Authority or compliance by such Lender or any corporation
controlling such Lender with any request, guideline or directive regarding
capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency, affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and such Lender (taking into
consideration such Lender's or such corporation's policies with respect to
capital adequacy and such Lender's desired return on capital) determines that
the amount of such capital is increased as a consequence of such Lender's
obligations under this Agreement, then, upon demand of such Lender, each
Borrower shall immediately pay to such Lender, from time to time as specified by
such Lender, additional amounts sufficient to compensate such Lender for such
increase, to the extent related to the Loans made to such Borrower. A
certificate of such Lender setting forth in reasonable detail the basis for
determining any such additional amounts payable pursuant to the preceding
sentence shall be submitted by such Lender through the Administrative Agent to
the Company and shall be conclusive in the absence of manifest error.

3.4.     EFFECT ON OBLIGATION TO CONVERT.

         If notice has been given pursuant to subsection 3.1 or 3.2 hereof
requiring the Eurodollar Loans of any Lender to be prepaid or converted, then,
unless and until such Lender notifies the Company that the circumstances giving
rise to such prepayment or conversion no longer apply, the obligation of such
Lender to make or convert to Eurodollar Loans shall be suspended.


                                       37

<PAGE>   55

3.5.     FUNDING LOSSES.

         Each Borrower shall pay to each Lender, upon written request, such
amount or amounts as shall compensate such Lender for any loss or expense
incurred by such Lender (including, without limitation, any loss or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund or maintain its Eurodollar Loans made to such
Borrower) as a result of (i) any payment or prepayment or conversion of a
Eurodollar Loan on a date other than a date which is the last day of an Interest
Period for such Eurodollar Loan or any payment in respect of increased costs to
such Lender, whether pursuant to subsection 3.2 or subsection 3.3 (except when
such payment or prepayment pursuant to subsection 3.2 or subsection 3.3 is
required due to a request or directive which does not have the force of law) or
subsection 6.1 hereof or otherwise or (ii) any failure by such Borrower to
borrow or prepay a Eurodollar Loan or to convert an ABR Loan into a Eurodollar
Loan on the date scheduled for such borrowing, prepayment or conversion. Each
Lender shall furnish the Company with a reasonably detailed statement explaining
the amount of any such loss or expense, which statement shall be conclusive
absent manifest error.

                           SECTION 3A GUARANTY.

3A.1.    GUARANTY OF PAYMENT.

         Subject to subsection 3A.7 below, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to (a) each Lender, (b) each
Affiliate of a Lender that enters into a Hedging Agreement and (c) the Agents
the prompt payment of the Guaranteed Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration or otherwise). This
guaranty is a guaranty of payment and not merely of collection and is a
continuing guaranty and shall apply to all Guaranteed Obligations whenever
arising.

3A.2.    OBLIGATIONS UNCONDITIONAL.

         The obligations of the Guarantors hereunder are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of the Credit Documents or the Hedging Agreements, or any other
agreement or instrument referred to herein, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor. Each Guarantor agrees that this guaranty may be enforced by the
Lenders without the necessity at any time of resorting to or exhausting any
security or collateral and without the necessity at any time of having recourse
to the Notes, the Agreement or any other Credit Documents or any collateral, if
any, hereafter securing the Guaranteed Obligations or otherwise and each
Guarantor hereby waives the right to require the Lenders to proceed against a
Borrower or any other Person (including a co-guarantor) or to require the
Lenders to pursue any other remedy or enforce any other right. Each Guarantor
further agrees that it shall have no right of subrogation, indemnity,
reimbursement or contribution against a Borrower or any other guarantor of the
Guaranteed Obligations for amounts paid under this guaranty until such time as
the Lenders (and any Affiliates of Lenders entering into Hedging Agreements)
have been paid in full, all Commitments under the Agreement have been terminated
and no Person or Governmental Authority shall have any right to request any
return or reimbursement of funds from the Lenders in connection with monies
received under the Agreement. Each Guarantor further agrees that nothing
contained herein shall prevent the Lenders from suing on the Notes, the
Agreement or any other Credit Document or any of the Hedging Agreements or
foreclosing its security interest in or Lien on any collateral, if any, securing
the Guaranteed Obligations or from exercising any other rights available to it
under this Agreement, the Notes, or any other instrument of security, if any,
and the exercise of any of the aforesaid rights and the completion of any
foreclosure proceedings shall not constitute a discharge of any of a Guarantor's
obligations hereunder; it being the purpose and intent of each Guarantor that
its obligations hereunder shall be absolute, independent and unconditional under
any and all circumstances. Neither a Guarantor's obligations under this guaranty
nor any remedy for the enforcement thereof shall be impaired, modified, changed
or released in any manner whatsoever by an impairment, modification, change,
release or limitation of the


                                       38

<PAGE>   56

liability of a Borrower or by reason of the bankruptcy or insolvency of a
Borrower. Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Guaranteed Obligations and notice of or proof
of reliance of by an Agent or any Lender upon this guaranty or acceptance of
this guaranty. The Guaranteed 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 this guaranty. All dealings between the
Borrowers and any of the Guarantors, on the one hand, and the Agents and the
Lenders, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon this guaranty.

3A.3.    MODIFICATIONS.

         Each Guarantor agrees that (a) all or any part of the security which
hereafter may be held for the Guaranteed Obligations, if any, may be exchanged,
compromised or surrendered from time to time; (b) the Lenders shall not have any
obligation to protect, perfect, secure or insure any such security interests,
liens or encumbrances which hereafter may be held, if any, for the Guaranteed
Obligations or the properties subject thereto; (c) the time or place of payment
of the Guaranteed Obligations may be changed or extended, in whole or in part,
to a time certain or otherwise, and may be renewed or accelerated, in whole or
in part; (d) a Borrower and any other party liable for payment under the
Agreement may be granted indulgences generally; (e) any of the provisions of the
Notes, the Agreement or any other Credit Document may be modified, amended or
waived; (f) any party (including any co-guarantor) liable for the payment
thereof may be granted indulgences or be released; and (g) any deposit balance
for the credit of a Borrower or any other party liable for the payment of the
Guaranteed Obligations or liable upon any security therefor may be released, in
whole or in part, at, before or after the stated, extended or accelerated
maturity of the Guaranteed Obligations, all without notice to or further assent
by such Guarantor, which shall remain bound thereon, notwithstanding any such
exchange, compromise, surrender, extension, renewal, acceleration, modification,
indulgence or release.

3A.4.    WAIVER OF RIGHTS.

         Each Guarantor expressly waives to the fullest extent permitted by
applicable law: (a) notice of acceptance of this guaranty by the Lenders and of
all extensions of credit to a Borrower by the Lenders; (b) presentment and
demand for payment or performance of any of the Guaranteed Obligations; (c)
protest and notice of dishonor or of default (except as specifically required in
the Agreement) with respect to the Guaranteed Obligations or with respect to any
security therefor; (d) notice of the Lenders obtaining, amending, substituting
for, releasing, waiving or modifying any security interest, lien or encumbrance,
if any, hereafter securing the Guaranteed Obligations, or the Lenders
subordinating, compromising, discharging or releasing such security interests,
liens or encumbrances, if any; (e) all other notices to which such Guarantor
might otherwise be entitled in connection with the guaranty evidenced by this
Section 3A; and (f) demand for payment under this guaranty.

3A.5.    REINSTATEMENT.

         The obligations of the Guarantors under this Section 3A shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Guaranteed Obligations is rescinded
or must be otherwise restored by any holder of any of the Guaranteed
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Guarantor agrees that it will indemnify
the Agents and each Lender on demand for all reasonable, documented costs and
expenses (including, without limitation, reasonable, documented fees of counsel)
incurred by an Agent or such Lender in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.


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<PAGE>   57

3A.6.    REMEDIES.

         Each Guarantor agrees that, as between the Guarantors, on the one hand,
and the Agents and the Lenders, on the other hand, the Guaranteed Obligations
may be declared to be forthwith due and payable as provided in subsection 6.1
(and shall be deemed to have become automatically due and payable in the
circumstances provided in subsection 6.1) notwithstanding any stay, injunction
or other prohibition preventing such declaration (or preventing such Guaranteed
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or such Guaranteed
Obligations being deemed to have become automatically due and payable), such
Guaranteed Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors. The Guarantors
acknowledge and agree that their obligations hereunder shall be secured in
accordance with the terms of the Collateral Documents and that the Lenders may
exercise their rights and remedies thereunder in accordance with the terms
thereof.

3A.7.    LIMITATION OF GUARANTY.

         Notwithstanding any provision to the contrary contained herein, to the
extent the obligations of any Guarantor shall be adjudicated to be invalid or
unenforceable for any reason (including, without limitation, because of any
applicable state or federal law relating to fraudulent conveyances or transfers)
then the obligations of such Guarantor hereunder shall be limited to the maximum
amount that is permissible under applicable law (whether federal or state and
including, without limitation, the Federal Bankruptcy Code (as now or
hereinafter in effect)).

3A.8.    RIGHTS OF CONTRIBUTION.

         The Guarantors agree among themselves that, in connection with payments
made hereunder, each Guarantor shall have contribution rights against the other
Guarantors as permitted under applicable law. Such contribution rights shall be
subordinate and subject in right of payment to the obligations of the Guarantors
under the Credit Documents and no Guarantor shall exercise such rights of
contribution until all Guaranteed Obligations have been paid in full and the
Commitments terminated.

                     SECTION 4. CONDITIONS PRECEDENT.

4.1      EFFECTIVENESS OF THIS AGREEMENT.

         The effectiveness of this Agreement is subject to the satisfaction of
the following conditions precedent on the date hereof:

         (a) the Administrative Agent shall have received a copy of this
Agreement, the Notes, the Pledge Agreement and each of the other Credit
Documents, each duly executed and delivered by the parties thereto, together
with a certificate of the Secretary or Assistant Secretary of the Company and
each other Credit Party as to the incumbency and specimen signatures of the
officers of the Company and each other Credit Party who are authorized to
execute this Agreement, the Notes and each other document to be executed and
delivered by the Company and each other Credit Party pursuant hereto;

         (b) the Administrative Agent shall have received a certified copy
of the resolutions of the Board of Directors of the Company and each other
Credit Party evidencing its approval of this Agreement, the Notes and the other
matters contemplated hereby, and a certified copy of all documents evidencing
other necessary corporate action and governmental approvals, if any, with
respect to this Agreement, the Notes and the other Credit Documents;

         (c) the Administrative Agent shall have received an opinion of the
Assistant General Counsel of the Company, acting as counsel to each of the
Credit Parties, in a form agreed to by such counsel for the Company and counsel
for the Administrative Agent;


                                       40

<PAGE>   58

         (d) the Administrative Agent shall have received all documents it
may reasonably request relating to the existence and good standing of the Credit
Parties and to the authorization, execution and delivery of this Agreement and
the other Credit Documents and other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent and its counsel in their
reasonable discretion;

         (e) the Administrative Agent shall have received (with a copy for
each Lender) each of the financial statements referred to in subsection 1.2;

         (f) the Administrative Agent shall have received from a
Responsible Officer of the Company a certificate to the effect that as of the
date hereof (i) all representations and warranties made by the Company and each
other Credit Party in this Agreement and each other Credit Document are true and
correct in all material respects and (ii) the transactions contemplated in the
Merger Agreement have been consummated in accordance with the terms thereof;

         (g) the Administrative Agent shall have received evidence
satisfactory to the Administrative Agent that the Credit Parties have
terminated, and paid in full any amounts outstanding under, the Specified Credit
Agreements or will terminate and pay in full such amounts with the proceeds of
the initial borrowing hereunder;

         (h) no Default or Event of Default shall have occurred and be
continuing; and

         (i) (i) The Acquisition shall have been consummated in accordance with
the terms of the Merger Agreement and in compliance with applicable law and
regulatory approvals, and all conditions precedent to the consummation of the
transaction described in the Merger Agreement shall have been satisfied, (ii)
the Merger Agreement shall not have been altered, amended or otherwise changed
or supplemented or any condition therein waived, without the prior written
consent of the Co-Agents, (iii) the Company shall not have paid more than
$2,500,000,000 (net of option proceeds and excluding the assumption of
Indebtedness) in the aggregate in connection with the Acquisition and (iv) at
least $180,000,000 of the purchase price paid in connection with the Acquisition
shall have been funded by the Company issuing common stock out of its treasury
stock account to the BetzDearborn Employee Stock Option Plan ("BetzDearborn
ESOP") to purchase the BetzDearborn convertible preferred shares held by, or in
trust for, the BetzDearborn ESOP.

4.2.     CONDITIONS TO ALL BORROWINGS.

         In the case of all borrowings or issuances or extensions of Letters of
Credit hereunder (including, without limitation, the initial borrowing and the
initial Letter of Credit) or creations of Bankers' Acceptances, the obligation
of each Lender (including the Swingline Lender) to make, or participate in, each
Loan and create each Bankers' Acceptance, and of the Issuing Lender to issue or
extend, and the obligation of the Lenders to participate in, a Letter of Credit,
is subject to the satisfaction of the following conditions:

                   (i) with respect to the first such borrowing, Letter of
         Credit or Bankers' Acceptance, satisfaction of each of the conditions
         precedent set forth in subsection 4.1;

                  (ii) on and as of the Borrowing Date of such Loan, Letter of
         Credit or Bankers' Acceptance no Default or Event of Default shall have
         occurred and be continuing or would exist after giving effect to the
         making of such Loan, the issuance or extension of such Letter of Credit
         or the creation of such Bankers' Acceptance;


                                       41

<PAGE>   59

                  (iii) on and as of the Borrowing Date of such Loan, Letter of
         Credit or Bankers' Acceptance the representations and warranties of
         each Credit Party contained in Section 1 hereof and in each other
         Credit Document shall be true and correct in all material respects;

                  (iv) if the Floating Rate Preferred Securities due December
         29, 2000 remain outstanding (and are not to be repaid with the proceeds
         of such borrowing), the availability under the Revolving Committed
         Amounts, after giving effect to the requested borrowing, shall be at
         least $170,000,000; and

                  (v) receipt by the Administrative Agent or the Canadian
         Administrative Agent, as applicable, of any applicable notice(s) from
         the Company or the Canadian Borrower, as applicable, required by
         Section 2 hereof.

         Each borrowing by a Borrower hereunder or request for the issuance or
extension of a Letter of Credit or request for the creation of a Bankers'
Acceptance by the Company hereunder shall constitute a representation and
warranty by such Borrower to the Agents and the Lenders to the effect that the
representations and warranties of the Company and the other Credit Parties
contained in Section 1 hereof and in each other Credit Document are true in all
material respects on and as of the Borrowing Date of the applicable Loan, Letter
of Credit or Bankers' Acceptance and that, on and as of such Borrowing Date, no
Default or Event of Default has occurred and is continuing or would exist after
giving effect to the making of such Loan, the issuance or extension of such
Letter of Credit or the creation of such Bankers' Acceptance.

                              SECTION 5. COVENANTS.

5.1.     AFFIRMATIVE COVENANTS.

         So long as this Agreement, any of the Notes, any LOC Obligations, any
BA Revolving Obligations or any other Credit Document shall remain in effect or
any of the principal of or interest on any of the Notes or any other amount
payable by a Credit Party to an Agent or any of the Lenders pursuant to this
Agreement, any of the Notes, any LOC Obligations, any BA Revolving Obligations
or any other Credit Document shall remain unpaid, unless compliance shall have
been waived in writing by the Required Lenders, each Credit Party covenants and
agrees that:

         (a)      Financial Statements.

                   (i) The Company will deliver to the Administrative Agent, the
         Tranche D Arranger and each Lender:

                           (A) WITHIN NINETY (90) DAYS AFTER THE END OF EACH OF
                  ITS FISCAL YEARS, THE CONSOLIDATED STATEMENT OF FINANCIAL
                  POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS
                  OF THE END OF SUCH YEAR, AND THE RELATED CONSOLIDATED
                  STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS FOR
                  THE YEAR THEN ENDED, ACCOMPANIED BY A CERTIFICATE OF
                  INDEPENDENT PUBLIC ACCOUNTANTS OF RECOGNIZED STANDING
                  SATISFACTORY TO THE ADMINISTRATIVE AGENT AS TO SUCH
                  STATEMENTS, WHICH CERTIFICATE WILL CONTAIN NO MATERIAL
                  EXCEPTIONS OR QUALIFICATIONS EXCEPT SUCH AS ARE ACCEPTABLE TO
                  THE REQUIRED LENDERS;

                           (B) WITHIN SIXTY (60) DAYS AFTER THE END OF EACH OF
                  THE FIRST THREE (3) QUARTERS OF EACH OF ITS FISCAL YEARS, THE
                  CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE COMPANY
                  AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH
                  QUARTERS, AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME
                  AND CASH FLOWS FOR SUCH QUARTERS AND THE PORTION OF THE FISCAL
                  YEAR THEN ENDED;



                                       42

<PAGE>   60


                           (C) PROMPTLY UPON THE FILING THEREOF, COPIES OF ALL
                  FORM 8-K, 10-K, AND 10-Q REPORTS, IF ANY, WHICH THE COMPANY
                  SHALL HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION;

                           (D) FROM TIME TO TIME SUCH ADDITIONAL INFORMATION
                  REGARDING THE FINANCIAL POSITION OR BUSINESS OF THE COMPANY AS
                  THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST;
                  AND

                           (E) SIMULTANEOUSLY WITH THE DELIVERY OF EACH SET OF
                  FINANCIAL STATEMENTS REFERRED TO IN PARAGRAPHS (A) AND (B)
                  ABOVE, A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE COMPANY
                  (1) STATING THAT IN THE COURSE OF THE PERFORMANCE OF HIS
                  DUTIES HE WOULD NORMALLY OBTAIN KNOWLEDGE OF ANY CONDITION OR
                  EVENT WHICH CONSTITUTES, OR WHICH AFTER NOTICE OR LAPSE OF
                  TIME OR BOTH WOULD CONSTITUTE, AN EVENT OF DEFAULT SPECIFIED
                  IN SUBSECTION 6.1, (2) STATING WHETHER OR NOT HE HAS OBTAINED
                  KNOWLEDGE OF ANY SUCH CONDITION OR EVENT AND, IF SO,
                  SPECIFYING EACH SUCH CONDITION OR EVENT OF WHICH HE HAS
                  KNOWLEDGE AND THE NATURE AND PERIOD OF EXISTENCE THEREOF AND
                  THE ACTION THE COMPANY IS TAKING AND PROPOSES TO TAKE WITH
                  RESPECT THERETO AND (3) SETTING FORTH THE CALCULATIONS
                  REQUIRED TO ESTABLISH COMPLIANCE WITH SUBSECTION 5.2(D).


                   (ii) The Company shall promptly give notice to the
         Administrative Agent, the Tranche D Arranger and the Lenders of (A) the
         occurrence of any Default or Event of Default, accompanied by a
         certificate specifying the nature of such Default or Event of Default,
         the period of existence thereof and the action that the Company has
         taken or proposes to take with respect thereto and (B) the occurrence
         of any of the following with respect to the Company or any of its
         Consolidated Subsidiaries (x) the pendency or commencement of any
         litigation, arbitral or governmental proceeding against such Person
         which if adversely determined could reasonably be expected to have a
         Material Adverse Effect or (y) the institution of any proceedings
         against such Person with respect to, or the receipt of notice by such
         Person of potential liability or responsibility for violation, or
         alleged violation of any federal, state or local law, rule or
         regulation, including but not limited to, Environmental Laws, the
         violation of which could reasonably be expected to have a Material
         Adverse Effect.

         (b) Payment of Obligations. It will, and will cause each of its
Subsidiaries to, pay, discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be, all its obligations of
whatever nature, except where 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 the Company or
its Subsidiaries, as the case may be.

         (c) Conduct of Business and Maintenance of Existence. It will, and will
cause each of the Material Subsidiaries to, (i) 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 corporate existence (except in connection with
mergers, consolidations or dissolutions permitted under subsection 5.2(b)) and
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business and (ii) comply
with all Contractual Obligations and Requirements of Law except to the extent
that failure to comply therewith could not, in the aggregate, be reasonably
expected to have a Material Adverse Effect.

         (d)      Maintenance of Property; Insurance.

                  (i) It will, and will cause each of the Material Subsidiaries
         to, (A) keep all property useful and necessary in its business in good
         working order and condition, except where the failure to keep such
         property in good working order could not reasonably be expected to have
         a Material Adverse Effect and (B) maintain with financially sound and
         reputable insurance companies insurance on all its property in at least
         such amount and against at least such risks as


                                       43

<PAGE>   61


         are usually insured against in the same general area by companies
         engaged in the same or a similar business (it being understood that the
         Company may maintain self-insurance to a similar extent as is commonly
         maintained by companies engaged in the same or a similar business).
         Within 60 days of the Third Amendment Effective Date, the Collateral
         Agent shall be named as loss payee or mortgagee, as its interest may
         appear, and/or additional insured with respect to any such insurance
         providing coverage in respect of any Collateral, and each provider of
         any such insurance shall agree, by endorsement upon the policy or
         policies issued by it or by independent instruments furnished to the
         Collateral Agent, that it will give the Collateral Agent thirty (30)
         days prior written notice before any such policy or policies shall be
         altered or canceled.

                  (ii) In the event that any Credit Party or any of its
         Subsidiaries receives Net Cash Proceeds on account of any loss of,
         damage to or destruction of, or any condemnation or other taking for
         public use of, any Property of the Credit Parties or their Subsidiaries
         (with respect to any such Person, an "Involuntary Disposition"), the
         Credit Parties shall apply (or cause to be applied) such Net Cash
         Proceeds in accordance with the terms of subsection 2.6(b)(ii)(C). All
         insurance proceeds shall be subject to the security interest of the
         Collateral Agent (for the ratable benefit of the Secured Parties
         referred to in applicable Collateral Documents) under the Collateral
         Documents. Pending final application of any such Net Cash Proceeds, the
         Credit Parties may apply such Net Cash Proceeds to temporarily reduce
         the Revolving Credit Loans or to make Permitted Investments.

         (e) Books and Records. It will, and will cause each of the Material
Subsidiaries to, keep proper books of records and account in which full, true
and correct entries in conformity with generally accepted accounting principles
in effect with respect to such Person (meaning GAAP for the Company and its
Domestic Subsidiaries) and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities.

         (f) EBITDA and Assets of Credit Parties. The Credit Parties shall at
all times collectively account for 50% or more of the Consolidated EBITDA and
assets, respectively, of the Company and its Consolidated Subsidiaries. Within
60 days of the Third Amendment Effective Date, the Company will deliver to the
Administrative Agent a certificate, in a form reasonably acceptable to the
Administrative Agent, demonstrating that the Credit Parties are in compliance
with this subsection 5.1(f).

         (g) Year 2000 Compliance. The Company will promptly notify the
Administrative Agent in the event any Credit Party discovers or determines that
any computer application that is material to its or any of its Subsidiaries'
business and operations will not be Year 2000 Compliant (as defined in
subsection 1.19), except to the extent that such failure could not reasonably be
expected to have a Material Adverse Effect.

         (h) Use of Proceeds. It will use (i) the proceeds of the Loans solely
in accordance with subsection 1.6 and (ii) the Letters of Credit solely for the
purposes set forth in subsection 1.6.

         (i) Audits/Inspections. Upon reasonable notice and during normal
business hours, each Credit Party will permit representatives appointed by the
Administrative Agent, including, without limitation, independent accountants,
agents, attorneys and appraisers, to visit and inspect such Credit Party's
property, including its books and records, its accounts receivable and
inventory, its facilities and its other business assets, and to make photocopies
or photographs thereof and to write down and record any information such
representative obtains and shall permit the Administrative Agent or its
representatives to investigate and verify the accuracy of information provided
to the Lenders, and to discuss all such matters with the executive officers,
pertinent employees and representatives of the Credit Parties; provided,
however, that so long as no Event of Default shall have occurred and be
continuing, (i) no verification of accuracy of information shall include
contacting the account debtors under any


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<PAGE>   62


accounts receivable of any Credit Party and (ii) such visits and inspections
shall not (A) disrupt the normal business operations of any Credit Party, (B) be
conducted by more than 5 Persons at any one time or (C) occur more frequently
than annually. The Administrative Agent agrees to keep confidential the
information obtained from any such audit or inspection in accordance with the
provisions of subsection 9.16.

         (j) Additional Credit Parties. At the time any Person becomes a
Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred Stock
SPC or as otherwise agreed to by the Administrative Agent) or becomes a
guarantor with respect to any other Indebtedness of the Company, the Company
shall so notify the Administrative Agent and promptly thereafter (but in any
event within 30 days after the date thereof) shall (a) cause such Person to
execute a Guarantor Joinder Agreement in substantially the same form as Exhibit
E, (b) cause such Person to execute counterparts of, or a joinder in, the Pledge
Agreement and the Security Agreement, (c) cause all of the capital stock of such
Person to be delivered to the Collateral Agent (together with undated stock
powers, if applicable, signed in blank) and pledged to the Collateral Agent, (d)
cause all of the Capital Stock of the Domestic Subsidiaries of such Person and
65% of the voting Capital Stock and all non-voting capital stock of its First
Tier Foreign Subsidiaries to be delivered to the Collateral Agent (together with
undated stock powers, if applicable, signed in blank) and pledged to the
Collateral Agent, and (e) deliver, or cause such Person to deliver, such other
documentation as the Collateral Agent may reasonably request in connection with
the foregoing, including, without limitation, certified resolutions and other
organizational and authorizing documents of such Person, favorable opinions of
counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to
above) and appropriate UCC-1 financing statements, all in form, content and
scope reasonably satisfactory to the Collateral Agent.

         (k)      Further Assurances.  Each Credit Party will:

                  (i) At its expense, within 60 days after it acquires any
         ownership interest in real property (other than an Excluded Asset) or
         such later date as may be agreed upon by the Administrative Agent
         provided the Company demonstrates to the Administrative Agent that it
         is using it best efforts to deliver such documents, execute,
         acknowledge, record or register and deliver to the Collateral Agent (in
         a form reasonably satisfactory to the Agents) such mortgages, deeds of
         trust or other real estate security documents as may be required
         validly to create and perfect and ensure the priority and
         enforceability of a Lien upon such interest in favor of the Collateral
         Agent for the benefit of the Lenders and each other beneficiary of the
         security interests granted in the Pledge Agreement and the Security
         Agreement (to the extent such beneficiary has a legal or contractual
         right to the benefit of such Lien).

                  (ii) To the extent requested by the Administrative Agent, at
         its expense, within 60 days after the Third Amendment Effective Date as
         to each property subject to a Mortgage, deliver to the Collateral Agent
         such additional certificates, legal opinions, surveys, policies of
         title insurance, loss payee endorsements and other supporting documents
         related to the Mortgages, and take such actions (specifically including
         slipsheeting pages to the Mortgages to effect modifications suggested
         by local counsel and providing for the recording of the Mortgages in
         the appropriate recording offices) with respect to perfecting the Liens
         granted to the Collateral Agent pursuant to the Mortgages, in each case
         as the Administrative Agent may reasonably request. In connection with
         the Mortgages, the parties hereto agree that the Mortgages may be
         slipsheeted following the Third Amendment Effective Date to effect
         modifications suggested by local counsel to ensure proper recording of
         the Mortgages or for similar purposes.


                                       45

<PAGE>   63

                  (iii) At its expense, from time to time execute and deliver,
         or cause to be executed and delivered, such additional instruments,
         certificates or documents, and take all such actions, as any Agent or
         the Required Lenders may reasonably request, for the purposes of
         implementing or effectuating the provisions of this Agreement and the
         other Credit Documents or creating or perfecting or ensuring the
         priority or sufficiency or enforceability or enforcement of a Lien in
         favor of the Collateral Agent as security for the obligations hereunder
         upon any or all of its Property (whether then owned or thereafter
         acquired), except the Excluded Assets, or more fully perfecting or
         renewing any such Lien;

                  (iv) To the extent requested by the Administrative Agent, at
         its expense and, if the exercise by the Collateral Agent, any other
         Agent or any Lender of any power, right, privilege or remedy pursuant
         to this Agreement or the other Credit Documents requires any consent,
         approval, recording, qualification or authorization of any Governmental
         Authority, execute and deliver, or cause the execution and delivery of,
         all applications, certifications, instruments and other documents and
         papers that may be required from any Credit Party or any of its
         Subsidiaries or may reasonably be requested for such governmental
         consent, approval, recording, qualification or authorization;

                  (v) In respect of any Property of any Credit Party that is an
         Excluded Asset solely for want of consent from any Governmental
         Authority or from one or more of the parties to a contract, use its
         commercially reasonable best efforts to obtain such consent in such
         form as may reasonably be requested by any Agent or the Required
         Lenders; and

                  (vi) Cause the Canadian Borrower and, to the extent requested
         by the Administrative Agent, each Subsidiary of the Canadian Borrower
         and each other Subsidiary of the Company that is domiciled in Canada,
         to, at its expense, within 60 days of the Third Amendment Effective
         Date, execute, acknowledge, record or register and deliver to the
         Collateral Agent such agreements, pledge agreements, mortgages and
         other security or supporting documents as are reasonably requested by
         the Collateral Agent to validly create and perfect and ensure the
         priority and enforceability of a Lien upon such Person's Canadian real
         and personal property in which such Person has an ownership interest
         (other than Excluded Assets) in favor of the Collateral Agent for the
         benefit of the Canadian Lenders and each other beneficiary of the
         security interests granted in the Pledge Agreement and the Security
         Agreement (to the extent such beneficiary has a legal or contractual
         right to the benefit of such Lien).

         (l) Initial Hybrid Equity Transaction. No later than the date that is
three (3) months following the Closing Date, the Company shall complete the
Initial Hybrid Equity Transaction.

         (m) Senior Note Indenture, Bridge Note Agreement. It will duly and
punctually perform and observe each and all of its covenants and obligations
under the Senior Note Indenture and the Bridge Note Agreement, as in effect on
the Third Amendment Effective Date and as waived, amended or otherwise changed
from time to time thereafter with the written consent of the Required Lenders,
without giving effect to any other waiver, modification, termination or
replacement thereof.


                                       46

<PAGE>   64

5.2.     NEGATIVE COVENANTS.

         So long as this Agreement, any of the Notes, any LOC Obligations or any
other Credit Document shall remain in effect or any of the principal of or
interest on any of the Notes or any other amount payable by a Credit Party to an
Agent or any of the Lenders pursuant to this Agreement, any of the Notes, any
LOC Obligations or any other Credit Document shall remain unpaid, unless waived
in writing by the Required Lenders, each Credit Party covenants and agrees that:

         (a) Limitation on Liens. It will not, and will not permit any of the
Subsidiaries to, create, incur, assume or suffer to exist any Lien on any
Property owned by such Person (including all Capital Stock of any Subsidiary now
or hereafter owned by such Person) to secure Indebtedness, or acquire any such
Property subject to any conditional sale or title retention agreement, except:
(i) purchase money security arrangements upon Property acquired subsequent to
the date of this Agreement, provided that each such security arrangement does
not exceed 80% of the cost or fair value of the Property acquired and is a lien
only on such Property, or renewals or extensions of any such security
arrangement upon the same Property and not in a greater amount; (ii) Liens on
Property in favor of, or any conditional sale or title retention agreement
relating to any Property with, the United States of America or any State
thereof, or any department, agency or instrumentality or political subdivision
of the United States of America or any such political subdivision, or any agent
or trustee acting on behalf of any of the foregoing, or any agent or trustee
acting on behalf of the holders of obligations issued by any of the foregoing,
to secure partial, progress, advance or other payments pursuant to any
agreement, understanding, contract, lease or statute (including, but not limited
to, agreements, understandings, contracts, leases or statutes that require the
construction of Property and sale thereof to any of the named departments,
agencies or political divisions, as a part of the lease or installment purchase
of such Property by the Company or any Subsidiary) or to secure any indebtedness
incurred for the purpose of financing all or any part of the purchase price or
the cost of construction of the Property subject to such Liens; (iii) any
reservation or exception contained in any instrument under which the Company or
any Subsidiary owns or shall acquire any Property and under the terms of which
any vendor, lessor or assignor reserves or excepts an interest in oil, gas or
any other mineral or the proceeds thereof; (iv) any conveyance or assignment
under the terms of which the Company or any Subsidiary conveys or assigns an
interest in oil, gas or any, other mineral or the proceeds thereof whether or
not such conveyance or assignment is in connection with or substantially
simultaneous with an extension of credit to the grantee or assignee thereunder
on a basis providing for repayment of all or substantially all of such advance
out of such proceeds or out of production from such interest; (v) any lien upon
any Property owned by the Company or any Subsidiary or in which the Company or
any Subsidiary owns an interest to secure payment of its proportionate part of
the expenses of developing or conducting operations for the recovery, storage,
transportation or sale of the mineral resources of such Property (or Property
with which it is unitized); (vi) easements, rights-of-way, restrictions and
other similar encumbrances incurred in the ordinary course of business which, in
the aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the Company or such
Subsidiary; (vii) Liens (not otherwise permitted hereunder) which secure
indebtedness for borrowed money not exceeding (as to the Company and all
Subsidiaries) $10,000,000 in aggregate amount at any time outstanding; (viii)
any Liens securing indebtedness for borrowed money of a wholly-owned Subsidiary
of the Company, to the Company or to another wholly-owned Subsidiary of the
Company; (ix) Liens for taxes not yet due or that are being contested in good
faith and by appropriate proceedings; (x) carriers', warehousemen's, mechanic's,
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business; (xi) pledges and deposits made in the ordinary course of business in
compliance with workmen's compensation, unemployment insurance and other social
security laws or regulations; (xii) deposits to secure the performance of bids,
trade contracts, leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business; (xiii) Liens in favor of customs revenue
authorities arising as a matter of law to secure payment of customs duties;
(xiv) any extension,


                                       47

<PAGE>   65


renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part of any lien referred to in the foregoing
clauses (i) to (v), inclusive, provided that the obligation secured thereby
shall not exceed the obligation so secured at the time of such extension,
renewal or replacement, and that such extension, renewal or replacement shall be
limited to that portion of the Property which secured the lien so extended,
renewed or replaced (plus improvements on such Property); (xv) Liens in favor of
the Collateral Agent pursuant to the Collateral Documents and (xvi) Liens (not
otherwise permitted hereunder) which are set forth on Schedule XI attached
hereto.

         (b)      Limitations on Mergers, Asset Sales and Asset Purchases.

                  (i) Limitations on Mergers and Liquidations. It will not, and
         will not permit any of its Subsidiaries to, merge, consolidate,
         amalgamate or enter into any similar combination with any other Person
         or liquidate, wind-up or dissolve itself (or suffer any liquidation or
         dissolution), except:

                           (A) ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES MAY
                  MERGE OR OTHERWISE COMBINE WITH ANOTHER PERSON, PROVIDED THAT
                  (I) SUCH CREDIT PARTY OR ITS SUBSIDIARY, AS THE CASE MAY BE,
                  IS THE ENTITY SURVIVING SUCH TRANSACTION, (II) IMMEDIATELY
                  PRIOR TO AND AFTER GIVING EFFECT ON A PRO FORMA BASIS TO SUCH
                  TRANSACTION, NO DEFAULT OR EVENT OF DEFAULT EXISTS OR WOULD
                  EXIST AND (III) THE BOARD OF DIRECTORS OF SUCH PERSON HAS
                  APPROVED SUCH TRANSACTION;

                           (B) ANY BORROWER MAY MERGE OR OTHERWISE COMBINE WITH
                  ANY OTHER BORROWER; PROVIDED THAT (I) IF THE COMPANY IS A
                  PARTY TO SUCH MERGER, THE COMPANY SHALL BE THE SURVIVOR AND
                  (II) THE CANADIAN BORROWER MAY MERGE INTO OR OTHERWISE COMBINE
                  WITH A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY THAT WILL BE THE
                  SURVIVING ENTITY SO LONG AS, SIMULTANEOUS WITH THE
                  CONSUMMATION OF SUCH TRANSACTION, SUCH WHOLLY-OWNED SUBSIDIARY
                  HAS BECOME THE CANADIAN BORROWER HEREUNDER PURSUANT TO A
                  RATIFICATION, JOINDER OR SIMILAR AGREEMENT ACCEPTABLE TO THE
                  AGENTS, WHICH AGREEMENT SHALL BE ACCOMPANIED BY SUCH
                  SUPPORTING RESOLUTIONS, ARTICLES OF INCORPORATION OR SIMILAR
                  ORGANIZATIONAL DOCUMENTS, INCUMBENCY CERTIFICATES, OPINIONS OF
                  COUNSEL OF THE TYPE REQUIRED PURSUANT TO SUBSECTION 4.1 AND
                  OTHER ITEMS AS THE AGENTS AND/OR THE REQUIRED LENDERS MAY
                  REASONABLY REQUEST;

                           (C) ANY CREDIT PARTY THAT IS NOT A BORROWER MAY
                  MERGE OR OTHERWISE COMBINE WITH ANY OTHER CREDIT PARTY;

                           (D) ANY WHOLLY-OWNED SUBSIDIARY OF A CREDIT PARTY
                  (WHICH SUBSIDIARY IS NOT ITSELF A CREDIT PARTY) MAY MERGE OR
                  OTHERWISE COMBINE WITH A CREDIT PARTY OR ANY WHOLLY-OWNED
                  SUBSIDIARY OF A CREDIT PARTY; AND

                           (E) ANY WHOLLY-OWNED SUBSIDIARY OF A CREDIT PARTY MAY
                  LIQUIDATE, WIND-UP OR DISSOLVE ITSELF (I) INTO A CREDIT PARTY
                  OR ANY OTHER WHOLLY-OWNED SUBSIDIARY OF A CREDIT PARTY OR (II)
                  OTHERWISE IN A TRANSACTION IN WHICH THE ASSETS OF SUCH
                  DISSOLVING SUBSIDIARY BECOME OWNED BY A WHOLLY-OWNED
                  SUBSIDIARY OF A CREDIT PARTY.

                  (ii) Limitations on Asset Sales and Asset Purchases. It will
         not, and will not permit any of its Subsidiaries to, sell, lease or
         otherwise dispose of any of its assets or purchase another Person or
         the assets of another Person, in a transaction or series of related
         transactions unless:

                           (A) IMMEDIATELY PRIOR TO AND AFTER GIVING EFFECT ON A
                  PRO FORMA BASIS TO SUCH TRANSACTION, NO DEFAULT OR EVENT OF
                  DEFAULT EXISTS OR WOULD EXIST;

                           (B) IF SUCH TRANSACTION IS A PURCHASE, THE CASH
                  PURCHASE PRICE OF SUCH PURCHASE ALONG WITH THE CASH PURCHASE
                  PRICES OF ALL SUCH OTHER PURCHASES


                                       48
<PAGE>   66


                  CONSUMMATED PURSUANT TO THIS SUBSECTION 2.5(B)(II)(B) IN
                  EACH FISCAL YEAR DOES NOT EXCEED $25,000,000; AND

                           (C) IF SUCH TRANSACTION IS A SALE, LEASE OR OTHER
                  DISPOSITION OF ASSETS, (X) SUCH TRANSACTION IS NOT AN ASSET
                  DISPOSITION, (Y) SUCH TRANSACTION IS AN ASSET DISPOSITION OF
                  THE RESINS DIVISION OR FIBERVISION OR (Z) THE AGGREGATE VALUE
                  OF THE ASSETS SOLD, LEASED OR DISPOSED OF IN SUCH TRANSACTION,
                  WHEN ADDED TO THE AGGREGATE VALUE OF ALL ASSETS SOLD, LEASED
                  OR DISPOSED OF IN ALL TRANSACTIONS PERMITTED BY THIS CLAUSE
                  (Z) AT ANY TIME AFTER THE THIRD AMENDMENT EFFECTIVE DATE, DOES
                  NOT EXCEED $50,000,000.

                  (iii) Release of Guarantors and Collateral. Upon the sale of
         any Subsidiary or Collateral permitted by this subsection 5.2(b), the
         Collateral Agent shall (to the extent applicable) deliver to the Credit
         Parties, upon the Credit Parties' request and at the Credit Parties'
         expense, such documentation as is reasonably necessary to evidence the
         release of the Collateral Agent's security interest, if any, in such
         Collateral, including, without limitation, amendments or terminations
         of UCC financing statements, if any, the return of stock certificates,
         if any, the release of mortgages, if any, and the release of such
         Subsidiary from all of its obligations, if any, under the Credit
         Documents including the release of such Subsidiary, if it is a
         Guarantor hereunder from its obligations under Section 3A hereof. Upon
         the release of a Guarantor the pledges and grants of security interests
         to the extent given by such Guarantor pursuant to the Pledge Agreement,
         the Security Agreement and the Mortgages, and the covenants and other
         agreements contained herein and therein, shall no longer be effective
         as to such Guarantor and shall otherwise cease and be of no further
         force and effect as to such Guarantor.

         (c) Limitations on Sale/Leaseback Transactions. It will not, and will
not permit any of the Subsidiaries to, sell or transfer any manufacturing
Properties to anyone (other than the Company or to a Subsidiary in which the
Company owns 50% or more of the voting stock) with the intention of taking back
a lease of such Property or any similar Property, except in connection with a
lease for a temporary period during or at the end of which it is intended that
the use by the Company or its Subsidiary of such Property will be discontinued.

         (d)      Financial Covenants.

                  (i) Leverage Ratio. It will not permit, as of the last day of
         any fiscal quarter, the Leverage Ratio to exceed the ratio set forth
         below for the applicable period:

<TABLE>
<CAPTION>
                        Period                           Maximum Leverage Ratio
                        ------                           ----------------------

         <S>                                                   <C>
         Closing Date through March 31, 1999                    5.0 to 1.0
         April 1, 1999 through September 30, 1999               4.5 to 1.0
         October 1, 1999 through March 31, 2000                 3.5 to 1.0
         April 1, 2000 through June 30, 2000                   3.75 to 1.0
         July 1, 2000 through September 30, 2000                3.5 to 1.0
         October 1, 2000 through September 30, 2001            4.75 to 1.0
         October 1, 2001 through March 31, 2002                4.50 to 1.0
         April 1, 2002 through December 31, 2002               4.25 to 1.0
         January 1, 2003 and thereafter                        3.75 to 1.0
</TABLE>

                  (ii) Minimum Net Worth. It will not permit at any time
         Consolidated Net Worth to be less than $839,900,000, increased or
         decreased, as applicable, on a cumulative basis as of the last day of
         each fiscal quarter (commencing on September 30, 2000) by an amount
         equal to the sum of (x) 60% of Consolidated Net Income, if positive,
         for such fiscal quarter, (y) 80% of any Equity Issuances (including an
         issuance of hybrid equity securities (e.g., trust preferred capital


                                       49

<PAGE>   67

         securities), but only if such issuance increases Consolidated Net
         Worth) commenced in such fiscal quarter and (z) the amount of any gain
         or loss in Consolidated Net Worth arising from any Asset Disposition
         consummated in such fiscal quarter.

                  (iii) Interest Coverage Ratio. It will not permit, as of the
         last day of any fiscal quarter, the Interest Coverage Ratio to be less
         than the ratio set forth below for the applicable period:

<TABLE>
<CAPTION>
                                                                Minimum Interest
                          Period                                 Coverage Ratio
                          ------                                ----------------

         <S>                                                       <C>
         Closing Date through September 30, 1999                    2.5 to 1.0
         October 1, 1999 through September 30, 2000                 3.0 to 1.0
         October 1, 2000 through December 31, 2001                 1.75 to 1.0
         January 1, 2002 and thereafter                            2.00 to 1.0
</TABLE>

         (e) Limitations on Transactions with Affiliates. It will not, and will
not permit any of its Subsidiaries to, 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 (a)
otherwise permitted under this Agreement, (b) in the ordinary course of its or
such Subsidiary's business (or is a transaction among wholly-owned Subsidiaries
of the Company) and (c) upon fair and reasonable terms no less favorable to it
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; provided, that
it shall not be a breach of this covenant to the extent that the failure of the
Company or any of its Subsidiaries to comply with the foregoing would not,
individually or in the aggregate, be reasonably likely to have a Material
Adverse Effect.

         (f) Limitations on Indebtedness. It will not, nor will it permit any of
the Subsidiaries to, contract, create, incur, assume or permit to exist any
Indebtedness, except:

                  (i) Indebtedness arising under this Agreement and the other
         Credit Documents;

                  (ii) Indebtedness of the Company and its Subsidiaries set
         forth in Schedule IV (but not including any renewals, refinancings or
         extensions thereof);

                  (iii) obligations of the Company and its Subsidiaries in
         respect of Hedging Agreements entered into in order to manage existing
         or anticipated interest rate or exchange rate risks and not for
         speculative purposes;

                  (iv) obligations of the Company and its Subsidiaries in
         connection with any Permitted Receivables Financing, to the extent such
         obligations constitute Indebtedness;

                  (v) intercompany Indebtedness owing by a Credit Party to
         another Credit Party;

                  (vi) the Senior Notes and a guaranty of the Senior Notes on
         the terms set forth in the Senior Note Indenture, if given by a
         Permitted Guarantor;

                  (vii) in addition to the Indebtedness otherwise permitted by
         this subsection 5.2(f), other purchase money Indebtedness hereafter
         incurred by the Company and its Subsidiaries, provided that the
         aggregate outstanding principal amount of such Indebtedness shall not
         exceed $25,000,000 at any time;


                                       50

<PAGE>   68

                  (viii) guaranty obligations of the Subsidiaries arising under
         the Prudential Documents;

                  (ix) the Bridge Notes and any refinancings, refundings,
         renewals or replacements thereof (so long as the terms of such
         refinancings, renewals or replacements do not provide for maturities or
         amortization payments on or prior to the Revolving Credit Termination
         Date) and a guaranty of the Bridge Notes by Permitted Guarantors on a
         pari passu basis with the guaranties of such Guarantors hereunder and
         any refinancings, refundings renewals or replacements thereof (on
         similar terms); and

                  (x) one or more series of subordinated debt securities issued
         by the Company for aggregate Net Cash Proceeds not exceeding
         $250,000,000, on terms (including subordination terms) reasonably
         consistent with those customary in the United States capital markets
         for similar high yield subordinated debt instruments, if the Net Cash
         Proceeds are applied to repay the Loans as required by subsection
         2.6(b), and guaranties of such securities given by a Permitted
         Guarantor on such terms.

         (g) Fiscal Year; Organizational Documents. It will not (i) without the
prior written consent of the Required Lenders, change its fiscal year or make
any material change, or permit any of the Subsidiaries to make any material
change, to its accounting treatment and reporting practices under GAAP (except
as required by GAAP; notwithstanding the foregoing, a Subsidiary that is not a
Credit Party may change its fiscal year to coincide with the fiscal year of the
Company at any time without the consent of the Required Lenders) or (ii) without
the prior written consent of the Administrative Agent, amend, modify or change
its articles of incorporation (or corporate charter or other similar
organizational document) or bylaws (or other similar document).

         (h) Limitation on Restricted Actions. It will not, and will not permit
any of the Subsidiaries (other than a Receivables Financing SPC in connection
with a Permitted Receivables Financing) to, directly or indirectly, create or
otherwise cause, incur, assume, suffer or permit to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of any such
Person to (i) pay dividends or make any other distribution on any of such
Person's capital stock, (ii) pay any Indebtedness owed to the Company or any
other Credit Party, (iii) make loans or advances to any other Credit Party or
(iv) transfer any of its property to any other Credit Party, except for
encumbrances or restrictions existing under or by reason of (A) customary
non-assignment or net worth provisions in any lease governing a leasehold
interest, (B) any agreement or other instrument of a Person existing at the time
it becomes a Subsidiary of the Borrower; provided that such encumbrance or
restriction is not applicable to any other Person, or any property of any other
Person, other than such Person becoming a Subsidiary of the Borrower and was not
entered into in contemplation of such Person becoming a Subsidiary of the
Borrower, (C) this Amended and Restated Credit Agreement and the other Credit
Documents (D) the Prudential Documents, (E) the Senior Note Indenture and (F)
the Bridge Note Agreement.

         (i) No Other Negative Pledges. It will not, and will not permit any of
the Subsidiaries to, enter into, assume or become subject to any agreement
prohibiting or otherwise restricting the creation or assumption of any Lien upon
its properties or assets, whether now owned or hereafter acquired, or requiring
the grant of any security for such obligation if security is given for some
other obligation, except pursuant to (A) the documents executed in connection
with any Permitted Receivables Financing (but only to the extent that the
related prohibitions against other encumbrances pertain to the applicable
transferred assets actually sold, contributed, financed or otherwise conveyed or
pledged pursuant to such Permitted Receivables Financing), (B this Amended and
Restated Credit Agreement and the other Credit Documents, (C) the Prudential
Documents, (D) the Senior Note Indenture and (E) the Bridge Note Agreement.


                                       51

<PAGE>   69

         (j) Restricted Payments. The Company will not, nor will it permit any
Subsidiary to, directly or indirectly, declare, order, make or set apart any sum
for or pay any Restricted Payment, except (a) to make dividends payable solely
in the same class of Capital Stock of each Person or the common stock of each
Person, (b) to make dividends or other distributions payable to any Credit Party
and (c) to make scheduled dividend payments of approximately $51 million per
year on the 9.42% Junior Subordinated Deferrable Interest Debentures due March
2029 of Hercules Trust I and the 6.5% CRESTS Units of Hercules Trust II
outstanding as of the Third Amendment Effective Date.

         (k) Limitation on Prepayment or Redemption of Indebtedness or
Capital Stock. The Company will not, nor will it permit any Subsidiary to,

                 (i) amend, modify or refinance (or permit the amendment,
         modification or refinancing of) any Indebtedness (other than
         Indebtedness evidenced by this Agreement and the Notes issued pursuant
         hereto and Indebtedness permitted under subsection 5.2(f)(ix)) if such
         amendment, modification or refinancing would add or change any terms in
         a manner that is more adverse to the issuer of such Indebtedness, or
         shorten the final maturity or average life to maturity or require any
         payment to be made sooner than originally scheduled or increase the
         interest rate applicable thereto or change any subordination provision
         thereof; or

                  (ii) make (or give any notice with respect thereto) any
         voluntary or optional payment or prepayment or redemption or
         acquisition for value of (including, without limitation, by way of
         depositing money or securities with the trustee with respect thereto
         before due for the purpose of paying when due) any Indebtedness (other
         than Indebtedness evidenced by this Agreement and the Notes issued
         pursuant hereto, Indebtedness that is being refinanced in accordance
         with clause (i) above and other than any payment, prepayment or
         redemption of the Bridge Notes with the proceeds of any Indebtedness or
         equity securities issued by the Company or any of its Consolidated
         Subsidiaries) or any Capital Stock.

         (l) Advances, Investments and Loans. The Borrower will not, nor will it
permit any Subsidiary to, lend money or extend credit or make advances to any
Person, or purchase or acquire any stock, obligations or securities of, or any
other interest in, or make any capital contribution to, any Person except for
Permitted Investments.

5.3.     INCORPORATION OF COVENANTS FROM SENIOR NOTE INDENTURE.

         Reference is hereby made to the Senior Note Indenture and the covenants
contained in Article 4 of the Senior Note Indenture, as in effect as of the date
hereof or as amended or modified after giving effect to any subsequent amendment
to the Senior Note Indenture which the Required Lenders have approved in a
writing referring to this Agreement (hereinafter referred to as the
"Incorporated Covenants"). The Credit Parties agree with the Agents and the
Lenders that the Incorporated Covenants (and all other relevant provisions of
the Senior Note Indenture, as in effect as of the date hereof or as amended or
modified after giving effect to any subsequent amendment to the Senior Note
Indenture which the Required Lenders have approved in a writing referring to
this Agreement, related thereto, including without limitation the defined terms
and other provisions contained in Article 4 and Section 1.01 thereof which are
used in the Incorporated Covenants, hereinafter referred to as the "Additional
Incorporated Terms") are hereby incorporated by reference into this Agreement to
the same extent and with the same effect as if set forth fully herein and shall
inure to the benefit of the Agents and the Lenders, without giving effect to any
waiver, amendment, modification or replacement of the Senior Note Indenture or
any term or provision of the Incorporated Covenants occurring subsequent to the
Third Amendment Effective Date, except to the extent otherwise specifically
provided in the following provisions of this paragraph. In the event a waiver is
granted under the Senior Note Indenture or an amendment or modification is
executed with respect to the Senior Note Indenture, and such waiver,


                                       52

<PAGE>   70

amendment and/or modification affects the Incorporated Covenants or the
Additional Incorporated Terms, then such waiver, amendment or modification shall
be effective with respect to the Incorporated Covenants and the Additional
Incorporated Terms as incorporated by reference into this Agreement only if
consented to in writing by the Administrative Agent (acting upon the direction
of the Required Lenders). In the event of any replacement of the Senior Note
Indenture with a similar indenture (the "New Indenture") the covenants and
additional terms contained in the New Indenture which correspond to the
covenants contained in Article 4, respectively, and such additional terms
contained in Article 4 and Section 1.01 (each of the foregoing contained in the
Senior Note Indenture) shall become the Incorporated Covenants and the
Additional Incorporated Terms only if consented to in writing by the
Administrative Agent (acting upon the direction of the Required Lenders) and, if
such consent is not granted, then the covenants contained in Article 4,
respectively, and such additional terms contained in Article 4 and Section 1.01
(each of the foregoing contained in the Senior Note Indenture (together with any
modifications or amendments approved in accordance with this paragraph)) shall
continue to be the Incorporated Covenants and the Additional Incorporated Terms
hereunder. In the event that the Senior Notes are repaid in full and all of the
obligation under the Senior Note Indenture are terminated and not replaced or
otherwise refinanced, then the terms of this Section 5.3 shall no longer apply.
For purposes of the incorporation of the Incorporated Covenants pursuant to this
subsection 5.3, all references in the Incorporated Covenants to the "Trustee"
shall be deemed to refer to the Administrative Agent hereunder.

                              SECTION 6. DEFAULTS.

6.1.     DEFAULTS; EVENTS OF DEFAULT; CERTAIN REMEDIES.

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

         (a) (i) any Borrower shall fail to pay the principal amount of any Note
or any LOC Obligation, or the Face Amount of any Bankers' Acceptance, when due
and payable in accordance with the terms thereof or hereof or (ii) any Credit
Party shall fail to pay any installment of interest on any Note or any Facility
Fee or other amount payable hereunder or under any of the other Credit Documents
and, in connection with any such failure described in this clause (a)(ii), such
amount is not paid within three (3) days after the due date thereof;

         (b) any Credit Party shall (i) fail to perform or observe any covenant
contained in subsections 5.1(e), (h), (i) or (j) or subsection 5.2 hereof or
(ii) fail to perform or observe any covenant contained in subsections
5.1(a)(i)(A), (B) or (E) or subsection 5.1(a)(ii) hereof and such failure
referred to in this subsection 6.1(b)(ii) shall continue unremedied for a period
of five (5) days after the earlier of a Responsible Officer of the Company
becoming aware of such failure or written notice specifying such failure and
stating that such notice is a "Notice of Default" hereunder is given, by
registered or certified mail or by courier, to the Company on behalf of the
Credit Parties by the Administrative Agent or any Lender;

         (c) any Credit Party shall fail to perform or observe (i) any term,
covenant or agreement contained herein or in any Note (other than those
specified in clauses (a) or (b) above) and such failure shall continue
unremedied for a period of thirty (30) days after the earlier of a Responsible
Officer of the Company becoming aware of such failure or written notice
specifying such failure and stating that such notice is a "Notice of Default"
hereunder is given, by registered or certified mail or by courier, to the
Company on behalf of the Credit Parties by the Administrative Agent or any
Lender or (ii) any term, covenant or agreement contained in any other Credit
Document and such failure shall continue unremedied beyond any applicable grace
or cure period;

         (d) any representation or warranty made or deemed made by a Credit
Party pursuant to this Agreement or in any other Credit Document or in any other
document or certificate delivered pursuant


                                       53

<PAGE>   71

hereto shall prove to have been incorrect or misleading in any material
respect as of the date made or deemed made;

         (e) the Company or any Subsidiary shall fail to pay at maturity, or
within any applicable period of grace, any Indebtedness (other than the
Indebtedness referred to in clause (a) above) or any obligations under Hedging
Agreements, in each case with an outstanding principal or notional amount in
excess of $25,000,000, or fail to observe or perform any term, covenant or
agreement contained in any agreement by which it is bound governing, evidencing
or securing Indebtedness or any obligations under Hedging Agreements, in each
case with an outstanding principal or notional amount in excess of $25,000,000
for such period of time as would permit, or would have permitted (assuming the
giving of appropriate notice if required) the holder or holders thereof or of
any obligations issued thereunder (or a trustee or agent on behalf of such
holder or holders), to accelerate the maturity thereof, or of any such
obligation; provided, however, that if any such failure occurs as to any Hedging
Agreement or as to any Indebtedness other than Senior Notes and the Bridge Notes
and if such failure shall be cured by the Company or such Subsidiary or waived
by the requisite holders of the defaulted obligations, then the default
hereunder by reason of such failure shall be deemed to have been cured and
waived by the Required Lenders unless prior thereto the Loans shall have been
declared to be or shall have become immediately due and payable hereunder; or

         (f) the Company or any Subsidiary shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, administrator,
custodian, trustee or liquidator of itself or of all or a substantial part of
its property, (ii) admit in writing its inability, or be generally unable, to
pay its debts as they become due, (iii) make a general assignment for the
benefit of its creditors, (iv) commence a voluntary case under the Federal
Bankruptcy Code (as now or hereafter in effect) or any similar proceeding under
applicable bankruptcy laws of another jurisdiction, (v) be adjudicated as
bankrupt or insolvent, (vi) file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, administration, reorganization,
winding-up or composition or adjustment of debts, (vii) fail to controvert in a
timely and appropriate manner, or acquiesce in writing to, any petition filed
against it in an involuntary case under such Bankruptcy Code or any similar
proceeding under applicable bankruptcy laws of another jurisdiction, or (viii)
be authorized by its Board of Directors to take any of the foregoing actions; or

         (g) a proceeding or case shall be commenced, without the application or
consent of the Company, any other Credit Party or any Material Subsidiary, in
any court of competent jurisdiction, seeking (i) the liquidation,
administration, reorganization, dissolution or winding-up, or the composition or
readjustment of debts, of the Company, any other Credit Party or any Material
Subsidiary, (ii) the appointment of a trustee, receiver, administrator,
custodian, liquidator or the like of the Company, any other Credit Party or any
Material Subsidiary, or of all or any substantial part of its assets or (iii)
similar relief in respect of the Company, any other Credit Party or any Material
Subsidiary, under any law relating to bankruptcy, insolvency, administration,
reorganization, winding-up or composition or adjustment of debts, and such
proceeding or case shall continue undismissed, or an order, judgment or decree
approving or ordering any of the foregoing shall be entered and continue
unstayed and in effect, in any such case for a period of sixty (60) consecutive
days, or an order for relief against the Company, any other Credit Party or any
Material Subsidiary, shall be entered in an involuntary case under the Federal
Bankruptcy Code (as now or hereafter in effect) or any similar proceeding under
applicable bankruptcy laws of another jurisdiction; or

         (h) (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 Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of the Company, any Subsidiary
or any


                                       54

<PAGE>   72


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
Company, any Subsidiary 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

         (i) One or more judgments or decrees shall be entered against the
Company or any Subsidiary, involving in the aggregate a liability (not paid or
fully covered by insurance) of $50,000,000 or more, and all such judgments or
decrees shall not have been vacated, discharged, stayed or bonded pending appeal
within 60 days from the entry thereof; or

         (j) This Agreement, any of the Notes or any other Credit Document shall
cease, for any reason, to be in full force and effect, or any Credit Party shall
so assert or any Credit Party shall disaffirm or deny any of its obligations
thereunder; or any Collateral Document shall fail to create or constitute a
legal, valid, enforceable and perfected Lien in favor of the Collateral Agent,
as security for the principal of and interest on the Loans and LOC Obligations
and other obligations of the Credit Parties under the Credit Documents, upon a
material portion of the Collateral described therein as subject thereto or
encumbered thereby, or any Credit Party shall so assert; or

         (k) Any Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified
in paragraph (f) or (g) above, automatically (i) the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement, the Notes and the other Credit
Documents shall immediately become due and payable and (ii) the Credit Parties
shall immediately be required to pay to the Administrative Agent or the Canadian
Administrative Agent, as applicable, additional cash, to be held by such Agent,
for the benefit of the applicable Lenders, in a cash collateral account as
additional security for (x) the LOC Obligations in respect of subsequent
drawings under all then outstanding Letters of Credit in an amount equal to the
maximum aggregate amount which may be drawn under all Letters of Credits then
outstanding and (y) the BA Revolving Obligations in respect of subsequent
maturities under all outstanding Bankers' Acceptances in an amount equal to the
maximum amount of all BA Revolving Obligations, and (B) if such event is any
other Event of Default, any or all of the following actions may, with the
consent of the Required Lenders, or shall, upon the request of the Required
Lenders, be taken by the Administrative Agent: (i) the Administrative Agent may
or shall, as applicable, by notice to the Company declare the Commitments to be
terminated forthwith, whereupon the Commitments shall immediately terminate;
(ii) the Administrative Agent may or shall, as applicable, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement, the Notes and the other Credit Documents to be due and payable
forthwith, whereupon the same shall immediately become due and payable; (iii)
the Administrative Agent may or shall, as applicable, direct the Credit Parties
to pay (and the Credit Parties agree that upon receipt of such notice they will
immediately pay) to the Administrative Agent or the Canadian Administrative
Agent, as applicable, additional cash, to be held by such Agent, for the benefit
of the applicable Lenders, in a cash collateral account as additional security
for (x) the LOC Obligations in respect of subsequent drawings under all then
outstanding Letters of Credit in an amount equal to the maximum aggregate amount
which may be drawn under all Letters of Credits then outstanding and (y) the BA
Revolving Obligations in


                                       55


<PAGE>   73

respect of subsequent maturities under all outstanding Bankers' Acceptances in
an amount equal to the maximum amount of all BA Revolving Obligations; and (iv)
the Administrative Agent may or shall, as applicable, enforce any and all rights
and interests created and existing under the Credit Documents including, without
limitation, all rights and remedies existing under the Collateral Documents, all
rights and remedies against a Guarantor and all rights of set-off. Except as
expressly provided above in this Section, presentment, demand, protest and all
other notices of any kind are hereby expressly waived.

6.2.     CONVERSION AND REDENOMINATION CERTAIN LOANS; PURCHASE OF RISK
         PARTICIPATIONS.

         (a) Conversion and Redenomination of Certain Loans. Notwithstanding
anything herein to the contrary, upon a termination of the Commitments following
the occurrence of an Event of Default (a "Commitment Termination Event"), all
outstanding Loans denominated in a Foreign Currency or bearing interest at a
rate other than the ABR shall be redenominated and/or converted into ABR Loans
in U.S. Dollars on and with effect from the soonest practicable date following
the Commitment Termination Event as determined by the Administrative Agent (the
"Conversion Date"). The Borrowers hereby agree to pay to the Administrative
Agent, for the pro rata benefit of the Lenders, on the Conversion Date any
amounts owing pursuant to subsection 3.5 as a result of any such conversion
occurring prior to the end of an Interest Period. The Administrative Agent will
promptly notify the Company and the Lenders of any such redenomination and
conversion following a Commitment Termination Event.

         (b) Purchase of Risk Participations. Each Revolving Credit Lender
hereby agrees that it shall forthwith purchase, as of the Conversion Date (but
adjusted for any payments received from a Borrower on or after such date and
prior to such purchase), from the other Revolving Credit Lenders such
Participation Interests in the outstanding Revolving Credit Loans (whether or
not such Loans have been redenominated or converted pursuant to subsection
6.2(a)) as shall be necessary to cause each such Revolving Credit Lender to
share in all Revolving Credit Loans ratably based upon its Commitment Percentage
with respect to Participation Interests in all Revolving Credit Loans
(determined before giving effect to any termination of the Commitments),
provided that (A) all interest payable on a Revolving Credit Loan shall be for
the account of the Revolving Credit Lender that originally made such Loan until
the date as of which the respective Participation Interest is purchased and (B)
if any purchase of a Participation Interest required to be made pursuant to this
sentence is not made on the Conversion Date, then at the time such purchase is
actually made the purchasing Lender shall be required to pay to the selling
Lender, to the extent not paid to such selling Lender by the applicable Borrower
in accordance with the terms of this Agreement, interest on the principal amount
of the Participation Interest purchased for each day from and including the day
upon which such purchase of the Participation Interest would otherwise have
occurred to but excluding the date of actual payment for the purchase of such
Participation Interest, at the rate equal to the Federal Funds Effective Rate
(as defined in the definition of "ABR").

                             SECTION 7. DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings (and including the plural as well as the singular):

         "ABR": for any day, a rate per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on
such day and (b) 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 established from time to time by the Administrative Agent as its prime
rate in effect at its principal office in Charlotte, North Carolina (the Prime
Rate not being intended to be the lowest rate of interest charged by Bank of
America, N.A. in connection with extensions of credit to debtors); and "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,


                                       56

<PAGE>   74


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. 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 Federal Funds Effective Rate for any reason, including
the inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms thereof, the ABR shall be determined
without regard to clause (b) of the first sentence of this definition until the
circumstances giving rise to such inability no longer exist. Any change in the
ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective as of the opening of business on the effective day of such change
in the Prime Rate or the Federal Funds Effective Rate, respectively.

         "ABR Loans": Loans denominated in U.S. Dollars the rate of interest
applicable to which is based upon the ABR.

         "Acceptance Fee": an amount equal to the product of (a) the Applicable
Margin for Revolving Eurodollar Loans and Bankers' Acceptances; (b) the
aggregate Face Amount of Bankers' Acceptances accepted by a Canadian Lender on
the date of the requested Bankers' Acceptances; and (c) a fraction (i) the
numerator of which is the term to maturity of such Bankers' Acceptances, and
(ii) the denominator of which is 365 days.

         "Acquisition": the acquisition by the Company and/or any of its
Subsidiaries of the Capital Stock of BetzDearborn pursuant to the Merger
Agreement.

         "Additional Credit Party": each Person that becomes a Guarantor after
the Closing Date, as provided in subsection 5.1(j).

         "Administrative Agent": Bank of America, N.A., formerly known as
NationsBank, N.A. or any successor.

         "Affiliate": as to any specified 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 specified Person means the power, directly or indirectly, either
to (a) vote 20% or more of the securities having ordinary voting power for the
election of directors of such Person or (b) direct or cause the direction of the
management and policies of such Person whether through the ownership of voting
securities, by contract or otherwise.

         "Agents":  the Administrative Agent and the Canadian Administrative
Agent.

         "Agreement": this Agreement, as amended, supplemented or modified from
time to time.

         "Applicable BA Discount Rate": (i) with respect to any Canadian Lender
named on Schedule I to the Bank Act (Canada), as applicable to a Bankers'
Acceptance being purchased by such Lender on any day, the respective percentage
discount rate per annum for a Canadian Dollar bankers' acceptance for the term
and face amount comparable to the term and face amount of such Bankers'
Acceptance that appears on the Reuters Screen CDOR Page as of 10:00 A.M.
(Toronto, Ontario time) on the date of determination as reported by the Canadian
Administrative Agent; provided, however, that if no 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 applicable term referred
to above applicable to Canadian Dollar bankers' acceptances quoted by Canadian
chartered banks named on Schedule I to the Bank Act (Canada) as of 10:00 a.m.
(Toronto, Ontario time) on such applicable date and (ii) with respect to any
Canadian Lender named on Schedule II to the Bank Act (Canada), as applicable to
a Bankers' Acceptance being purchased by such Lender on any day, the lesser of
(x) the average (as determined by


                                       57

<PAGE>   75


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 of
Bank of America Canada and Citibank Canada (each a "Schedule II Reference Bank")
as the percentage discount rate at which such Schedule II Reference Bank 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 Bank having a term and a face amount comparable to the
term and face amount of such Bankers' Acceptance and (y) the rate that is 10
basis points 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": with respect to (a) Eurodollar Loans and Bankers'
Acceptances, (b) Base Rate Loans and (c) the Facility Fees, the rate per annum
applicable on any date determined based upon the ratings applicable on such date
to the Company's long-term senior secured bank rating (the "Index Debt") by
Moody's and S&P as follows:

<TABLE>
<CAPTION>
                                                                                       Applicable
                                 Applicable                                            Margin for
                                 Margin for                                            Revolving
                                 Revolving     Applicable                 Applicable   Base Rate   Applicable
                                 Eurodollar    Margin for    Applicable   Margin for   Loans and   Margin for
                                 Loans, and     Tranche A    Margin for   Tranche D    Tranche A    Tranche D
                                  Bankers'     Eurodollar     Facility    Eurodollar    Base Rate    Base Rate
 Clause          Rating         Acceptances       Loans         Fees        Loans        Loans        Loans
---------- ------------------- ------------- -------------- ------------ ------------ ------------ ------------
<S>        <C>                    <C>                <C>      <C>           <C>          <C>          <C>
   (1)     =>BBB from S&P         1.625%             2.00%     0.375%       2.50%        0.25%        1.50%
           and =>Baa2 from
           Moody's
   (2)     BBB from S&P or        1.625%             2.00%     0.375%       2.50%        0.50%        1.50%
           Baa2 from Moody's
           (but not both)
   (3)     BBB- from S&P and      1.75%              2.25%     0.50%        2.75%        0.75%        1.75%
           Baa3 from Moody's
   (4)     BBB- from S&P or       1.75%              2.25%     0.50%        2.75%        1.00%        1.75%
           Baa3 from Moody's
           (but not both)
   (5)     BB+ from S&P and       1.75%              2.25%     0.50%        2.75%        1.25%        1.75%
           Ba1 from Moody's
   (6)     BB+ from S&P or        2.25%              2.75%     0.50%        3.25%        1.50%        2.25%
           Ba1 from Moody's
           (but not both)
   (7)     BB from S&P and        2.25%              3.00%     0.75%        3.50%        1.75%        2.50%
           Ba2 from Moody's
   (8)     <BB from S&P           2.50%              3.25%     0.75%        3.75%        2.00%        2.75%
           and/or <Ba2 from
           Moody's
---------- ------------------- ------------- -------------- ------------ ------------ ------------ ------------
</TABLE>

For purposes of the foregoing, (i) if neither Moody's nor S&P shall have in
effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the last sentence of this definition), then both such rating
agencies will be deemed to have established the ratings referred to in clause
(8) above for the Index Debt; (ii) if only one of Moody's or S&P shall have in
effect a rating for the Index Debt, the Company and the Lenders will negotiate
in good faith to agree upon another rating agency to be substituted by an
amendment to this Agreement for the rating agency which shall not have a rating
in effect, and in the absence of such amendment the Applicable Margin will be
determined by reference to the available rating; (iii) if the ratings
established by Moody's and S&P shall indicate different clauses


                                       58

<PAGE>   76


specified above, the Applicable Margin shall be determined by reference to the
numerically lower clause, unless such numerically lower clause is more than one
numeral lower than the clause indicated by the other rating, in which case the
clause which is one number lower than such higher numbered clause shall apply
(thus, by way of example, if the Company's Index Debt is rated BBB by S&P and
Ba1 by Moody's, the clauses indicated are (2) and (5), respectively, resulting
in the Applicable Margin being determined by reference to clause (4), which
clause is one number lower than such higher numbered clause); provided, however,
that the Applicable Margin shall be determined by reference to clause (8) if the
Company's Index Debt is rated worse than BB by S&P or worse than Ba2 by Moody's;
(iv) if any rating established by Moody's or S&P shall be changed (other than as
a result of a change in the rating system of either Moody's or S&P) such change
shall be effective as of the date on which such change is first announced by the
rating agency making such change; and (v) notwithstanding anything in this
definition of "Applicable Margin" to the contrary, (a) from the Closing Date
until the Tranche B Term Loan has been fully repaid, the Applicable Margin will
be determined by reference to clause (8) above and (b) in no event shall (1) the
Applicable Margin for Revolving Eurodollar Loans, and Bankers' Acceptances be
less than 1.75%, (2) the Applicable Margin for Tranche A Eurodollar Loans be
less than 2.25%, (3) the Applicable Margin for Tranche D Eurodollar Loans be
less than 2.75%, (4) the Applicable Margin for Revolving Base Rate Loans and
Tranche A Base Rate Loans be less than 1.25%, (5) the Applicable Margin for
Tranche D Base Rate Loans be less than 1.75% or (6) the Applicable Margin for
Facility Fees be less than 0.50%, in each case prior to the date on which
financial statements are delivered in respect of the second full fiscal quarter
of the Company following the Third Amendment Effective Date. Each change in the
Applicable Margin shall apply during the period commencing on the effective date
of such change and ending on the date immediately preceding the effective date
of the next such change. If the rating system of either Moody's or S&P shall
change prior to the Termination Date, the Company and the Lenders shall
negotiate in good faith to amend the references to specific ratings in this
definition to reflect such changed rating system. If both Moody's and S&P shall
cease to be in the business of rating corporate debt obligations, the Company
and the Lenders shall negotiate in good faith to agree upon a substitute rating
agency and to amend the references to specific ratings in this definition to
reflect the ratings used by such substitute rating agency.

         "Applicant Borrower":  as defined in subsection 2.13.

         "Asset Disposition": the disposition of any or all of the assets
(including without limitation the Capital Stock of a Subsidiary) of the Company
or any of its Subsidiaries whether by sale, lease, transfer or otherwise
(including a disposition pursuant to any casualty or condemnation event, but
excluding a disposition pursuant to a Permitted Receivables Financing). The term
"Asset Disposition" shall not include (i) the sale of inventory in the ordinary
course of business, (ii) the sale or disposition of machinery and equipment no
longer used or useful in the conduct of such Person's business or (iii) any
Equity Issuance by the Company or (iv) intercompany transfers from a Credit
Party or a wholly-owned Subsidiary of a Credit Party to a Credit Party.

         "Assignee":  as defined in subsection 9.6(c).

         "Attributed Principal Amount": on any day, with respect to any
Permitted Receivables Financing entered into by the Company or any of its
Consolidated Subsidiaries, the aggregate amount (with respect to any such
transaction, the "Invested Amount") paid to, or borrowed by, such Person as of
such date under such Permitted Receivables Financing, minus the aggregate amount
received by the applicable Receivables Financier (as defined in the definition
of "Permitted Receivables Financing") and applied to the reduction of the
Invested Amount under such Permitted Receivables Financing.


                                       59

<PAGE>   77


         "BA Discount Proceeds": proceeds in respect of any Bankers' Acceptance
to be purchased on any day under subsection 2.18(a), in an amount (rounded to
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.

         "BA Documents": with respect to any Bankers' Acceptance, such documents
and agreements as the Canadian Lenders may require in connection with the
creation of such Bankers' Acceptance.

         "BA Revolving Obligations": all obligations of the Canadian Borrower
with respect to Bankers' Acceptances created under the Canadian Revolving
Committed Amount.

         "BACAN U.S. Base Rate": The higher of (a) the Federal Funds Effective
Rate (as defined in the definition of "ABR") and (b) the BACAN U.S. Prime Rate;
provided, however, that if, in the reasonable judgment of the Canadian
Administrative Agent, the Federal Funds Effective Rate cannot be determined,
then "BACAN U.S. Base Rate" shall mean the BACAN U.S. Prime Rate.

         "BACAN U.S. Prime Rate": for any day, the fluctuating rate of interest
publicly announced by the Canadian Administrative Agent as its "prime rate" or
"reference rate" for loans made in U.S. Dollars in Canada, which rate is not
necessarily the best or lowest rate of interest offered for loans in U.S.
Dollars by the Canadian Administrative Agent.

         "Bankers' Acceptance": a depository bill as defined in the Depository
Bills and Notes Act (Canada) in Canadian Dollars that is in the form of an order
signed by the Canadian Borrower and accepted by a Canadian Lender pursuant to
this Agreement or, for Lenders not participating in clearing services
contemplated in that Act, a draft or bill of exchange in Canadian Dollars
payable in Canada that is drawn in Canada by the Canadian Borrower and accepted
by a Canadian Lender pursuant to this Agreement. Orders that become depository
bills, drafts and bills of exchange are sometimes collectively referred to in
this Agreement as "orders".

         "Bank Obligations": all payment obligations of the Borrowers and the
Guarantors under the Credit Documents owing to the Agents and the Lenders,
whenever arising, including without limitation, amounts in respect of principal
(which shall not, however, exceed $3,650,000,000), interest, fees and "breakage
costs" and other expense reimbursement obligations

         "Base Rate Loans": Loans the rate of interest applicable to which is
based upon the ABR, the Canadian Prime Rate or the BACAN U.S. Base Rate.

         "BetzDearborn":  BetzDearborn, Inc., a Pennsylvania corporation.


                                       60
<PAGE>   78
         "Borrower": any of (a) the Company, (b) in connection with U.S.
Revolving Loans and Multicurrency Revolving Loans, the Company's Subsidiaries
that have become Designated Borrowers pursuant to subsection 2.13 and (c) in
connection with Canadian Revolving Loans, the Canadian Borrower, as the context
may require.

         "Borrower Joinder Agreement": a Borrower Joinder Agreement for
Applicant Borrowers referenced in subsection 2.13, a form of which is attached
as Exhibit D.

         "Borrowing Date": any Business Day specified in a notice pursuant to
subsection 2.3, 2.5, 2.15(b)(i) or 2.16(b) as a date on which the Company or the
Canadian Borrower, as applicable, requests (i) the applicable Lender(s) to make
Revolving Credit Loans and/or Swingline Loans hereunder, (ii) the Issuing Lender
to issue or extend a Letter of Credit hereunder or (iii) the Canadian Lenders to
create Bankers' Acceptances.

         "Bridge Notes": the Senior Notes due 2001 issued pursuant to the Bridge
Note Purchase Agreement, as the same may be extended on the first anniversary of
the issuance thereof.

         "Bridge Note Agreement": if any, the Note Purchase Agreement among the
Company, the guarantors party thereto, and the purchasers party thereto,
executed upon a failure of the Senior Notes to be issued, as the same may be
amended, supplemented or otherwise modified from time to time.

         "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in Charlotte, North Carolina or New York City are
authorized or required by law to close, except that, when used in connection
with (a) a Eurodollar Loan, such day shall also be (i) a day on which dealings
between banks are carried on in U.S. Dollar deposits in the London interbank
market and (ii) if such Eurodollar Loan is denominated in Euros, a day on which
banks are generally open for business in Frankfurt am Main, Germany and (b) a
Canadian Revolving Loan or a Bankers' Acceptance, such day shall not include any
day on which banking institutions in Toronto, Ontario are authorized or required
by law to close.

         "Canadian Administrative Agent":  Bank of America Canada or any
successor.

         "Canadian Base Rate Revolving Loans": the Canadian Revolving Loans made
by the Canadian Lenders accruing interest at either the Canadian Prime Rate or
the BACAN U.S. Base Rate, as applicable, plus, in each case, the Applicable
Margin for Base Rate Loans.

         "Canadian Borrower":  BetzDearborn Canada, Inc., an Ontario
corporation.

         "Canadian Borrower Note":  as defined in subsection 2.2.

         "Canadian Facility Fee":  as defined in subsection 2.4(a)(iii).

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

         "Canadian Lender": each Lender identified on Schedule I as having a
Commitment under the Canadian Revolving Committed Amount in its capacity as a
Lender of Canadian Revolving Loans, and each Lender that purchases an assignment
of such a Commitment or of such Loans in accordance with the terms of this
Agreement.

         "Canadian Prime Rate": means, for any day, the greater of (a) the
variable rate of interest per annum equal to the rate of interest determined by
the Canadian Administrative Agent from time to time as its respective prime rate
for Canadian Dollar loans made by the Canadian Administrative Agent in Canada,
being a variable per annum reference rate of interest adjusted automatically
upon change by the


                                       61


<PAGE>   79

Canadian Administrative Agent, and calculated on the basis of a year of
365 days and (b) the sum of (i) the rate per annum for a Canadian Dollar
bankers' acceptance having a term of 30 days that appears on the Reuters Screen
CDOR Page as of 10:00 A.M. (Toronto, Ontario time) on the date of determination,
as reported by the Canadian Administrative Agent plus (ii) .50% per annum.

         "Canadian Revolving Committed Amount": as defined in subsection 2.1(c).

         "Canadian Revolving Loans": the revolving credit loans made by the
Canadian Lenders to the Canadian Borrower pursuant to subsection 2.1(c).

         "Capital 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.

         "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": (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition ("Government Obligations"), (ii)
U.S. dollar denominated (or foreign currency fully hedged) time deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit of (y) any domestic commercial bank of recognized standing having
capital and surplus in excess of $250,000,000 or (z) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (any such bank being an
"Approved Bank"), in each case with maturities of not more than 364 days from
the date of acquisition, (iii) commercial paper and variable or fixed rate notes
issued by any Approved Bank (or by the parent company thereof) or any variable
rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or
the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within one year of the date of acquisition, (iv)
repurchase agreements with a bank or trust company (including a Lender) or a
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States of America, (v) obligations of any state of the United States or any
political subdivision thereof for the payment of the principal and redemption
price of and interest on which there shall have been irrevocably deposited
Government Obligations maturing as to principal and interest at times and in
amounts sufficient to provide such payment, and (vi) auction preferred stock
rated in the highest short-term credit rating category by S&P or Moody's.

         "Change of Control": Any of (i) any "person" or "group" (within the
meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
becomes the "beneficial owner" (as defined in Rule l3d-3 under the Securities
Exchange Act of 1934) of more than 30% of then outstanding voting stock of the
Company, or (ii) the Company shall merge or consolidate with any Person other
than in a transaction permitted under subsection 5.2(b), or (iii) any Borrower
(other than the Company) shall cease to be a wholly-owned Subsidiary of the
Company; or (iv) the first day on which a majority of the members of the board
of directors of the Company are not Continuing Directors; or (v) any Asset
Disposition shall be made that (of itself or when combined with any or all other
Asset Dispositions) constitutes a sale of all or substantially all of the assets
of the Company or any other Borrower or of the Company and its Consolidated
Subsidiaries, taken as a whole; or (vi) any event shall occur that constitutes a
"Change of Control" (as defined in the Senior Note Indenture); or (vii) any
event shall occur that constitutes a "Change of Control" (as defined in the
Bridge Note Agreement); or (viii) any event shall occur that requires the
Company or any Subsidiary to repay, redeem, or repurchase (or to offer to repay,
redeem or


                                       62

<PAGE>   80


repurchase) any Indebtedness outstanding in a principal amount in excess of
$50,000,000 by reason of any change of ownership or control affecting the
Company or such Subsidiary.

         "Closing Date":  October 15, 1998.

         "Co-Agents":  as defined in the preamble hereto.

         "Code": the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations issued thereunder as in effect from time to
time.

         "Collateral": all Property now owned or hereafter acquired by any and
all of the Credit Parties, upon which a Lien is required, intended or purported
to be granted pursuant to this Agreement or any of the Collateral Documents.

         "Collateral Agent": Bank of America, N.A., formerly known as
NationsBank, N.A. (or any successor thereto) or any successor agent appointed
pursuant to subsection 8.9.

         "Collateral Documents": the Pledge Agreement, the Security Agreement
and all joinders therein, all Mortgages at any time executed and delivered by
any Credit Party, any and all other pledge or security agreements or collateral
assignments executed and delivered by any of the Credit Parties in favor of the
Collateral Agent, granting the Collateral Agent a Lien for the benefit of the
Lenders and any other beneficiaries described therein, to secure obligations of
the Credit Parties under the Credit Documents and other obligations that were
outstanding on the Third Amendment Effective Date and were then entitled (after
giving effect to any amendments thereto as of such Third Amendment Effective
Date), under the agreement governing such obligations, to the benefit of such
Lien, together (in each case) with all other documents executed and delivered in
connection therewith, including UCC financing statements, each as amended,
modified, supplemented, extended, renewed or replaced from time to time.

         "Commitment": (i) as to any Lender, the obligations of such Lender to
make Revolving Credit Loans to the Borrowers and Term Loans to the Company
hereunder and to purchase Participation Interests in the Swingline Loans in
accordance with the provisions of subsection 2.15 and in LOC Obligations in
accordance with the provisions of subsection 2.16(c), such obligations in an
aggregate amount with respect to principal at any one time outstanding not to
exceed the amount set forth under the column heading "Total Commitment" across
from such Lender's name on Schedule I, as such amounts may be reduced from time
to time in accordance with the provisions of this Agreement, (ii) as to the
Swingline Lender, the obligation of the Swingline Lender to make Swingline Loans
hereunder and (iii) as to the Issuing Lender, the obligation of the Issuing
Lender to issue or extend Letters of Credit hereunder.

         "Commitment Percentage": as to any Lender, the relevant percentage set
forth on Schedule I with respect to a Revolving Committed Amount, Bankers'
Acceptances, Participation Interests in Swingline Loans and LOC Obligations, a
particular Term Loan Tranche or the Total Commitment, as the context may require
(or, at any time after the Commitments of any Tranche shall have expired or
terminated, the percentage which the aggregate principal amount of such Lender's
Loans of such Tranche (and, in the case of Revolving Credit Loans, Participation
Interests in Swingline Loans and LOC Obligations) then outstanding constitutes
of the aggregate principal amount of the Loans of such Tranche (and, in the case
of Revolving Credit Loans, LOC Obligations) then outstanding).

         "Commitment Period": the period from and including the Closing Date to
but not including the Revolving Credit Termination Date or such earlier date on
which the Commitments shall terminate as provided herein.


                                       63

<PAGE>   81


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

         "Company":  Hercules Incorporated, a Delaware corporation.

         "Consolidated EBITDA": for any fiscal period, (i) Consolidated Net
Income for such period, plus (ii) Consolidated Interest Expense for such period,
plus (iii) to the extent deducted in computing such Consolidated Net Income, the
sum of (a) taxes, (b) depreciation, (c) amortization, (d) any non-cash charges
and (e) any extraordinary, unusual or non-recurring cash losses or cash charges
incurred in connection with (x) the Acquisition in an amount not to exceed $170
million after taxes in the aggregate for all such add-backs pursuant to this
subclause (x) and (y) the settlement prior to the Closing Date of certain
litigation in an amount not to exceed $63 million after taxes in the aggregate
for all such add-backs pursuant to this subclause (y), minus (iv) any
extraordinary gains and noncash gains.

         "Consolidated Interest Expense": for any fiscal period, the amount of
interest expense of the Company and its Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP, including imputed interest
expense paid in respect of Capital Lease obligations and any dividends paid on
hybrid equity securities that are tax deductible (such as dividends on trust
preferred capital securities) (but, with respect to such dividends on hybrid
equity securities, without duplication to the extent a comparable amount is
taken by the Company as interest expense on the interest paid on the related
subordinated debt to the Preferred Stock SPC).

         "Consolidated Net Income": for any fiscal period, net income of the
Company and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP.

         "Consolidated Net Worth": as of the end of the most recently ended
calendar month, the sum of (i) all items that would be included under
stockholders' equity on a consolidated balance sheet of the Company and its
Consolidated Subsidiaries plus (ii) insurance reserves. Consolidated Net Worth
shall be determined in accordance with generally accepted accounting principles
substantially the same as those used by the Company in preparing the financial
statements referred to in subsection 1.2 and on a consolidated basis
substantially the same as that used by the Company in preparing such financial
statements; provided, however, that (A) foreign currency translation adjustments
under Financial Accounting Standards Board Statement No. 52, "Foreign Currency
Translation" and (B) items reported in comprehensive income and accumulated
other comprehensive income under Financial Accounting Standards Board Statement
No. 130 (including but not limited to gains or losses for derivatives designated
as a hedge of exposure to variable cash flows of forecasted transactions and
derivatives designated as a hedge of foreign currency exposure of a net
investment in a foreign operation), shall not in either case be taken into
account in calculating Consolidated Net Worth.

         "Consolidated Subsidiary": any Subsidiary the results of whose
operations are, for financial accounting purposes, consolidated with the results
of operations of the Company and its other Consolidated Subsidiaries on the most
recent annual or quarterly financial statements of the Company and its
Consolidated Subsidiaries.

         "Continuing Director": as of any date of determination, any member of
the board of directors of the Company who (x) was a member of the board of
directors of the Company as of the Third Amendment Effective Date or (y) was
nominated for election or elected to such board of directors with the approval
of a majority of the Continuing Directors who were members of such board at the
time of such nomination or election.

         "Conversion Readvance Amount":  as defined in subsection 2.17(b).


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         "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.

         "Control Investment Affiliate": as to any Person, any other Person that
(a) directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person and (b) is organized by such Person primarily
for the purpose of making equity or debt investments in one or more companies.
For purposes of this definition, "control" of a person means the power, directly
or indirectly, to cause the direction of the management and policies of such
Person whether by contract or otherwise.

         "Credit Documents": this Agreement, the Notes, any Borrower Joinder
Agreements or Guarantor Joinder Agreements, the Collateral Documents, any fee
letters, any LOC Documents, any BA Documents and all other related agreements
and documents issued, delivered or executed hereunder or thereunder or pursuant
hereto or thereto (in each case, as the same may be amended, modified, restated,
supplemented, extended, renewed or replaced from time to time).

         "Credit Parties":  the Borrowers and the Guarantors.

         "Debt Issuance": the issuance of any Indebtedness for borrowed money
(including debt securities) by (and any refinancing thereof permitted hereunder)
the Company or any of its Consolidated Subsidiaries, other than (i) the Loans,
(ii) the Bridge Notes and the Senior Notes and (iii) purchase money Indebtedness
permitted under subsection 5.2(f).

         "Default": any event specified in subsection 6.1, whether or not any
requirement therein designated for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

         "Designated Borrower": any Applicant Borrower that becomes a Borrower
hereunder in accordance with the provisions of subsection 2.13.

         "Determination Date": means with respect to any Loan denominated in a
Foreign Currency:

         (a) in connection with the origination of any new Loan advance, the
Business Day which is the earlier of the date such credit is extended or the
date the interest rate is set;

         (b) the Business Day that is (or that immediately follows) each monthly
anniversary of the Restatement Effective Date;

         (c) in connection with any conversion or continuation of an existing
Loan, the Business Day which is the earlier of the date such advance is
extended, converted or continued, or the date the interest rate is set in
connection with any such conversion or continuation; and

         (d) the date of any reduction of the Revolving Committed Amounts
pursuant to the terms of subsection 2.5; and in addition to the foregoing, such
additional dates not more frequently than once a month as may be determined by
the Administrative Agent (at the request of the Required Lenders or otherwise).

         "Dollar Amount": (a) with respect to an amount of U.S. Dollars or an
amount denominated in U.S. Dollars, such amount and (b) with respect to an
amount of any Foreign Currency or an amount denominated in such Foreign
Currency, the Dollar Equivalent of such amount on the applicable date
contemplated in this Agreement, in each case as determined as of the most recent
Determination Date. Upon request, the Administrative Agent will promptly notify
the Company of the current Dollar Amount for a given amount of Foreign Currency.


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<PAGE>   83


         "Dollar Equivalent": means, on any date, with respect to an amount
denominated in a Foreign Currency, the amount of U.S. Dollars into which the
Administrative Agent could, in accordance with its practice from time to time in
the interbank foreign exchange market, convert such amount of such Foreign
Currency at its spot rate of exchange (inclusive of all reasonable related costs
of conversion, if any, that are actually incurred) at or about 10:00 A.M.,
Charlotte, North Carolina time, on such date.

         "Domestic Subsidiaries": each direct and indirect Subsidiary of the
Company that (a) is domiciled, incorporated or organized under the laws of any
State of the United States or the District of Columbia or (b) maintains the
majority of its assets (determined on a consolidated basis) in the United States
of America.

         "Eligible Reinvestment": an acquisition of assets that is (i) not
prohibited under subsection 5.2(b)(ii) and (ii) an acquisition of another
business or any substantial part of another business or other long-term assets,
in each case, in, or used or useful in, the same or a similar line of business
as the Company and its Subsidiaries were engaged in on the Closing Date, or any
reasonable extensions or expansions thereof.

         "Environmental Laws": any and all lawful and applicable Federal, state,
local and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements
or other governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment including, without limitation, ambient air, surface water, ground
water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes.

         "Equity Issuance": any issuance by the Company or any Consolidated
Subsidiary to any Person other than the Company or a Consolidated Subsidiary of
(a) shares of its Capital Stock, specifically including any hybrid equity
securities (e.g., trust preferred capital securities), (b) any shares of its
Capital Stock pursuant to the exercise of options or warrants or (c) any shares
of its Capital Stock pursuant to the conversion of any debt securities to
equity. The term "Equity Issuance" shall not include any Asset Disposition.

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

         "Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the 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 the Board of Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of such Board) maintained by a
member bank of such System.

         "Eurodollar Loans": Loans the rate of interest applicable to which is
based upon the Eurodollar Rate.


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<PAGE>   84


         "Eurodollar Rate": for the Interest Period for each Eurodollar Loan
comprising part of the same borrowing (including conversions, continuations and
renewals), a per annum interest rate determined pursuant to the following
formula:

           Eurodollar Rate =                London Interbank Offered Rate
                                         --------------------------------------
                                         1 - Eurocurrency Reserve Requirements

         "Eurodollar Tranche": the collective reference to Eurodollar Loans in
the same currency the then current 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).

         "Euros": the european single or common currency available as a result
of the implementation of the European economic and monetary union ("EMU"), which
currency replaces the lawful currency of the state issuing the same.

         "Event of Default": any event specified in subsection 6.1, provided
that any requirement therein designated for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

         "Excluded Assets":  each of:

         (a) any permit or license issued by any Governmental Authority, if and
to the extent that, and for as long as, the grant of a security interest therein
pursuant to the Collateral Documents is prohibited (notwithstanding the
intention of the holder to grant such security interests to the fullest extent
lawful) under any applicable law or judicial or administrative order, but not
including any proceeds of any sale, lease, transfer or other disposition of any
such permit or license;

         (b) any right or interest under a lease of Property, an intellectual
property license agreement under which any Credit Party is the licensee or any
other agreement under which any Credit Party is entitled to the performance of
any material obligation other than the payment of money, to the extent that, and
for as long as, the grant of a security interest therein pursuant to the
Collateral Documents is prohibited thereby, would constitute a breach thereof or
default thereunder, would give rise to any power of termination or material
penalty or claim against the Company or any Subsidiary thereunder, or is subject
to a required consent that has not been obtained, but not including any right to
the payment of money or any proceeds of any sale, lease, transfer or other
disposition of any such right or interest;

         (c) any personal property (other than Investment Property and
Instruments, as such terms are defined in the Uniform Commercial Code) as to
which a Lien cannot be created by the grant of a security interest under the
Uniform Commercial Code, unless the Collateral Agent has requested the Company
to create a Lien as permitted under other applicable law and not otherwise an
Excluded Asset;

         (d) any interest in real property having a fair market value, net of
Liens other than Liens in favor of the Collateral Agent, that is less than
$1,000,000;

         (e) any interest in the voting Capital Stock of a First Tier Foreign
Subsidiary to the extent that such interest exceeds 65% of the voting Capital
Stock of such Foreign Subsidiary;

         (f) proceeds from any Indebtedness incurred, or equity securities
issued, by the Company or any of its Subsidiaries to the extent that the Net
Cash Proceeds thereof are used to refinance the Bridge Notes;

         (g) such other assets or items as determined by the Administrative
Agent; and


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<PAGE>   85


         (h)      the assets listed on Schedule IX.

         "Exempted Proceeds": all Net Cash Proceeds from any Debt Issuance or
Equity Issuance that are applied to pay the principal of or interest (or premium
or repayment fee, if any) on the Bridge Notes.

         "Existing Credit Agreement":  as defined in the Recitals hereof.

         "Existing Letters of Credit": those letters of credit described on
Schedule VI.

         "Face Amount": means, in respect of a Bankers' Acceptance, the amount
payable to the holder thereof on maturity.

         "Facility Fees": the U.S. Facility Fee, the Multicurrency Facility Fee
and the Canadian Facility Fee.

         "FiberVisions": that certain division of the Company responsible for
the manufacturing of thermal-bond polyproplene fine denier staple fibers and the
production of olefin fiber and yarn for the domestic textile and industrial
markets.

         "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.

         "First Amendment Effective Date":  March 31, 2000.

         "First Tier Foreign Subsidiary": at any date of determination, each
Foreign Subsidiary in which any one or more of the Company and its Domestic
Subsidiaries owns more than 50%, in the aggregate, of the voting Capital Stock
of such Foreign Subsidiary.

         "Foreign Currency":  Euros and Canadian Dollars.

         "Foreign Subsidiaries": all Subsidiaries of the Company that are not
Domestic Subsidiaries.

         "GAAP": generally accepted accounting principles in the United States
of America as in effect from time to time.

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

         "Guaranteed Obligations": without duplication, (a) in the case of the
Company, all of the obligations of the Borrowers (other than the Company) owing
(i) to the Lenders (including the Swingline Lender and the Issuing Lender) and
the Agents, whenever arising, under this Agreement, the Borrower Joinder
Agreements, the Notes, the Collateral Documents or any of the other Credit
Documents to which a Borrower is a party and (ii) to any Lender or any Affiliate
of a Lender arising under Hedging Agreements, and (b) in the case of any other
Guarantor, all of the obligations of the Credit Parties owing (i) to the Lenders
(including the Swingline Lender and the Issuing Lender) and the Agents, whenever
arising, under this Agreement, the Borrower Joinder Agreements, the Guarantor
Joinder Agreements, the Notes, the Collateral Documents or any of the other
Credit Documents to which a Credit Party is a party and (ii) to any Lender or
any Affiliate of a Lender arising under Hedging Agreements, in each of cases (a)
and (b) including, but not limited to, obligations with respect to principal,
interest and fees and including, without limitation (to the extent permitted by
applicable law), any amounts that would have accrued but for the automatic stay
under the Federal Bankruptcy Code (as now or hereafter in effect).


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<PAGE>   86


         "Guarantor": each of the Company, the Domestic Subsidiaries (other than
a Receivables Financing SPC, a Preferred Stock SPC or The Betz Foundation) and
each Additional Credit Party which has executed a Guarantor Joinder Agreement,
together with its successors and assigns.

         "Guarantor Joinder Agreement": a Guarantor Joinder Agreement referenced
in subsection 5.1(j), a form of which is attached as Exhibit E.

         "Hazardous Materials": any substance, material or waste defined or
regulated in or under any Environmental Laws.

         "Hedging Agreements": interest rate protection agreements, foreign
currency exchange agreements, commodity purchase or option agreements or other
interest or exchange rate or commodity price hedging agreements, in each case
entered into by the Company or any of its Subsidiaries.

         "Indebtedness": with respect to any Person, without duplication, (i)
all indebtedness for borrowed money created, incurred, assumed or guaranteed by
such Person, (ii) all amounts owing by such Person under purchase money
mortgages or other purchase money liens or conditional sales or other title
retention agreements, (iii) all indebtedness secured by mortgages, liens,
security interests, conditional sales or other title retention agreements upon
property owned by such Person (whether or not such Person has assumed or become
liable for the payment of such indebtedness), (iv) all obligations of such
Person in respect of Financing Leases and Synthetic Leases, (v) all guaranty
obligations of such Person with respect to Indebtedness of another Person, (vi)
Indebtedness of any partnership or unincorporated joint venture with respect to
which such Person is legally obligated or has a reasonable expectation of being
liable with respect thereto, (vii) the maximum amount of all standby letters of
credit issued or bankers' acceptances facilities created for the account of such
Person and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed), (viii) the principal amount of subordinated notes or debentures
issued by such Person to a Preferred Stock SPC in connection with hybrid equity
securities (e.g., trust preferred capital securities), and (ix) the outstanding
Attributed Principal Amount under any Permitted Receivables Financing (other
than a securitization of the receivable evidenced by the Tastemaker note, a $500
million five-year note of IMCERA Group, Inc. bearing interest at 6.2% and
classified as "held at maturity").

         "Index Debt":  as defined in the term "Applicable Margin".

         "Initial Hybrid Equity Transaction": the issuance, prior to or within
three (3) months of the Closing Date, of equity-like securities by the Company
and/or any of its Consolidated Subsidiaries in an amount sufficient to raise
$170 million in proceeds for the Company.

         "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.

         "Interest Coverage Ratio": with respect to the Company and its
Consolidated Subsidiaries for the twelve month period ending on the last day of
any fiscal quarter of the Company (and after giving effect to the Acquisition on
a Pro Forma Basis), the ratio of (a) Consolidated EBITDA for such period to (b)
Consolidated Interest Expense for such period.

         "Interest Payment Date": (a) as to any Base Rate Loan, the last day of
each March, June September and December, the date of repayment of principal of
such Loan and the Termination Date for the relevant Tranche, (b) as to any
Eurodollar Loan, the last day of each applicable Interest Period, the date of
repayment of principal of such Loan and the applicable final maturity date
specified in subsection


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<PAGE>   87

2.17(d), and in addition as to any such Eurodollar Loan having an Interest
Period longer than three months, each day which is three months after the
first day of such Interest Period.

         "Interest Period": (i) with respect to any Eurodollar Loan (a)
initially, the period commencing on the borrowing or conversion date, as the
case may be, with respect to such Eurodollar Loan and ending, subject to
availability, one, two, three or six months thereafter, as selected by the
respective Borrower in its notice of borrowing or notice of conversion, as the
case may be, given by the Company with respect thereto; and (b) thereafter, each
period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending, subject to availability, one,
two, three or six months thereafter, as selected by the respective Borrower
through irrevocable notice from the Company to the Administrative Agent not less
than three Business Days prior to the last day of the then current Interest
Period with respect thereto; and (ii) with respect to any Swingline Loan, a
period commencing in each case on the date of the borrowing and ending on the
date agreed to by the Company and the Swingline Lender in accordance with the
provisions of subsection 2.15(b)(iii); provided, that all of the foregoing
provisions relating to Interest Periods are subject to the following:

                  (1) if any Interest Period pertaining to a 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 a Eurodollar Loan Interest Period
         into another calendar month in which event such Interest Period shall
         end on the immediately preceding Business Day;

                  (2) any Interest Period that would otherwise extend beyond the
         Termination Date for the relevant Tranche shall end on the Termination
         Date for such Tranche;

                  (3) any Interest Period pertaining to a Eurodollar 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; and

                  (4) until the earlier of (x) the 30th day after the Third
         Amendment Effective Date and (y) the day on which the Tranche D
         Arranger notifies the Company that the syndication of the Tranche D
         Term Loan has been completed, there shall be no Interest Period for the
         Tranche D Term Loan other than a single succession of one-week periods,
         except as otherwise agreed by the Tranche D Arranger.

         "Issuing Lender": (i) with respect to an Existing Letter of Credit, the
respective Issuing Lender referenced on Schedule VI and (ii) with respect to all
other Letters of Credit, Bank of America, N.A. (or any successor thereto).

         "Involuntary Disposition":  as defined in subsection 5.1(d).

         "Lenders": the several banks and other financial institutions from time
to time parties to this Agreement.

         "Letter of Credit": any letter of credit issued by the Issuing Lender
for the account of the Company in accordance with the terms of subsection 2.16,
including any Existing Letter of Credit.

         "Leverage Ratio": with respect to the Company and its Consolidated
Subsidiaries for the twelve month period ending on the last day of any fiscal
quarter (and after giving effect to the Acquisition on a Pro Forma Basis), the
ratio of (a) Indebtedness of the Company and its Consolidated Subsidiaries on
the last day of such period minus the principal amount of subordinated notes or
debentures issued by the


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<PAGE>   88

Company to a Preferred Stock SPC in connection with hybrid equity securities
(e.g., trust preferred capital securities) to (b) Consolidated EBITDA for
such period.

         "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest to 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":  any loan made by any Lender pursuant to this Agreement.

         "LOC Commitment": the commitment of the Issuing Lender to issue Letters
of Credit in an aggregate face amount at any time outstanding (together with the
amounts of any unreimbursed drawings thereon) of up to the excess of (i) the LOC
Committed Amount over (ii) the aggregate outstanding face amount of the Existing
Letters of Credit.

         "LOC Committed Amount":  as defined in subsection 2.16.

         "LOC Documents": with respect to any Letter of Credit, such Letter of
Credit, any amendments thereto, any documents delivered in connection therewith,
any application therefor, and any agreements, instruments, guarantees or other
documents (whether general in application or applicable only to such Letter of
Credit) governing or providing for (i) the rights and obligations of the parties
concerned or at risk or (ii) any collateral security for such obligations.

         "LOC Obligations": at any time, the sum of (i) the maximum amount which
is, or at any time thereafter may become, available to be drawn under Letters of
Credit then outstanding, assuming compliance with all requirements for drawings
referred to in such Letters of Credit plus (ii) the aggregate amount of all
drawings under Letters of Credit honored by the Issuing Lender but not
theretofore reimbursed by the Company.

         "London Interbank Offered Rate": with respect to any Eurodollar Loan
for the Interest Period applicable thereto, the rate of interest per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Telerate Page 3740 or 3750 (or any successor page(s)), as applicable, as the
London interbank offered rate for deposits in U.S. Dollars or Euros, as
appropriate, at approximately 11:00 A.M. (London time) two Business Days prior
to the first day of such Interest Period for a term comparable to such Interest
Period; provided, however, if more than one rate is specified on Telerate Page
3740 or 3750)), as applicable, the applicable rate shall be the arithmetic mean
of all such rates. If, for any reason, such rate is not available, the term
"London Interbank Offered Rate" shall mean, with respect to any Eurodollar Loan
for the Interest Period applicable thereto, the rate of interest per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBO Page as the London interbank offered rate for deposits in U.S.
Dollars or Euros, as appropriate, at approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period; provided, however, if more than one rate is
specified on Reuters Screen LIBO Page, the applicable rate shall be the
arithmetic mean of all such rates.

         "Material Adverse Effect": a material adverse effect on (i) the
operations, business, property or assets, or the condition (financial or
otherwise) of the Company and its Consolidated Subsidiaries taken as a whole or
(ii) the validity or enforceability of this Agreement and the other Credit
Documents or the rights and remedies of the Lenders hereunder or thereunder.

         "Material Subsidiary": as of any date of determination, any Domestic
Subsidiary or any Foreign Subsidiary that (a) is a Credit Party, (b) together
with its Subsidiaries on a consolidated basis, during the


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<PAGE>   89

twelve months preceding such date of determination accounts for (or to which
may be attributed) 5% or more of the net income or assets (determined on a
consolidated basis) of the Company and its Subsidiaries or (c) is otherwise
necessary for the ongoing business operations of the Company and its
Subsidiaries taken as a whole.

         "Merger Agreement": that certain Agreement and Plan of Merger dated as
of July 30, 1998 among the Company, Water Acquisition Co. and BetzDearborn.

         "Moody's":  Moody's Investors Services, Inc.

         "Mortgages": any and all mortgages, deeds of trust, assignments of
rents or leases, or other security agreements, covering any interest in real
property, executed and delivered by any of the Credit Parties in favor of the
Collateral Agent, granting the Collateral Agent a Lien for the benefit of the
Lenders and any other beneficiaries described therein, to secure obligations of
the Credit Parties under the Credit Documents and other obligations that were
outstanding on the Third Amendment Effective Date and were then entitled, under
the agreement governing such obligations, to the benefit of such Lien, in each
case as amended, modified, supplemented, extended, renewed or replaced from time
to time.

         "Multicurrency Facility Fee":  as defined in subsection 2.4(a)(ii).

         "Multicurrency Lender": each Lender identified on Schedule I as having
a Commitment under the Multicurrency Revolving Committed Amount in its capacity
as a Lender of Multicurrency Revolving Loans, and each Lender that purchases an
assignment of such a Commitment or of such Loans in accordance with the terms of
this Agreement.

         "Multicurrency Revolving Committed Amount": as defined in subsection
2.1(b).

         "Multicurrency Revolving Loans": the revolving credit loans made by the
Multicurrency Lenders to a Borrower pursuant to subsection 2.1(b).

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

         "Net Cash Proceeds": the aggregate cash proceeds received by the
Company or any of its Consolidated Subsidiaries in respect of any Asset
Disposition, Equity Issuance, Debt Issuance or Permitted Receivables Financing,
net of (a) direct costs (including, without limitation, legal, accounting and
investment banking fees, and sales commissions) and (b) taxes paid or payable as
a result thereof; it being understood that "Net Cash Proceeds" shall include,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received by the Company or any of its Consolidated
Subsidiaries in any Asset Disposition, Equity Issuance, Debt Issuance or
Permitted Receivables Financing.

         "Non-Excluded Taxes":  as defined in subsection 2.12.

         "Notes": the collective reference to the Regular Notes, the Canadian
Borrower Notes and the Tranche D Notes.

         "Participant":  as defined in subsection 9.6(b).

         "Participation Interest": a purchase by a Lender of a risk
participation in Swingline Loans as provided in subsection 2.15(b), in LOC
Obligations as provided in subsection 2.16(c) or in outstanding Revolving Credit
Loans of other Lenders as provided in subsection 6.1.


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<PAGE>   90


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

         "Permitted Guarantor": a Domestic Subsidiary that is a Credit Party and
that has granted to the Collateral Agent a first-priority (other than with
respect to Liens permitted under subsection 5.2(a)), perfected Lien on
substantially all of its domestic assets (other than Excluded Assets) pursuant
to the Collateral Documents, as certified by the Company in a certificate
delivered to the Administrative Agent (as well as the holder of the Indebtedness
to be guaranteed) and not objected to by the Administrative Agent within 5 days
of its receipt of such certificate.

         "Permitted Investments":

                  (i) cash and Cash Equivalents;

                  (ii) receivables owing to the Company or any of its
Subsidiaries or any receivables and advances to suppliers, in each case if
created, acquired or made in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms;

                  (iii) investments in and loans to any Credit Parties;

                  (iv) loans and advances to officers, directors, employees and
Affiliates in an aggregate amount not to exceed $1,000,000 at any time
outstanding;

                  (v) investments (including debt obligations) 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;

                  (vi) investments, acquisitions or transactions permitted under
Subsection 5.2(b)(ii);

                  (vii) additional investments, provided that such investments
made pursuant to this clause (vii) shall not exceed an aggregate amount of
$1,000,000 at any time outstanding;

                  (viii) investments existing on the date hereof and set forth
on Schedule X attached hereto;

                  (ix) investments by the Borrower in Hedging Agreements
permitted under Subsection 5.2(f)(iii); and

                  (x) investments by Foreign Subsidiaries in other Foreign
Subsidiaries.

         As used herein, "investment" means all investments, in cash or by
delivery of property made, directly or indirectly in, to or from any Person,
whether by acquisition of shares of Capital Stock, property, assets,
indebtedness or other obligations or securities or by loan advance, capital
contribution or otherwise.

         "Permitted Receivables Financing": any one or more receivables
financings in which (i) the Company or any of its Consolidated Subsidiaries (a)
sells (as determined in accordance with GAAP) any accounts receivable, notes
receivable, rights to future lease payments or residuals (collectively, together
with certain related property relating thereto and the right to collections
thereon, being the "Transferred Assets") to any Person that is not a Subsidiary
or Affiliate of the Company (with respect to any such transaction, the
"Receivables Financier"), (b) borrows from such Receivables Financier and
secures such borrowings by a pledge of such Transferred Assets and/or (c)
otherwise finances its acquisition of such


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Transferred Assets and, in connection therewith, conveys an interest in such
Transferred Assets to the Receivables Financier or (ii) the Company or any of
its Consolidated Subsidiaries sells, conveys or otherwise contributes any
Transferred Assets to a Receivables Financing SPC, which Receivables Financing
SPC then (a) sells (as determined in accordance with GAAP) any such receivables
(or an interest therein) to any Receivables Financier, (b) borrows from such
Receivables Financier and secures such borrowings by a pledge of such
receivables or (c) otherwise finances its acquisition of such receivables and,
in connection therewith, conveys an interest in such receivables to the
Receivables Financier, provided that (1) such receivables financing shall not
involve any recourse to the Company or any of its Consolidated Subsidiaries for
any reason other than (A) repurchases of non-eligible receivables or (B)
indemnifications for losses other than credit losses related to the receivables
sold in such financing, (2) such receivables financing shall not include any
guaranty obligations of the Company or any of its Consolidated Subsidiaries, (3)
the Administrative Agent shall be reasonably satisfied with the structure of and
documentation for any such transaction and that the terms of such transaction,
including the discount at which receivables are sold, the term of the commitment
of the Receivables Financier thereunder and any termination events, shall be (in
the good faith understanding of the Administrative Agent) consistent with those
prevailing in the market for similar transactions involving a receivables
originator/servicer of similar credit quality and a receivables pool of similar
characteristics, (4) the documentation for such transaction shall not be amended
or modified without the prior written approval of the Administrative Agent and
(5) the Required Lenders and a majority of the holders of the Prudential
Obligations shall have consented in writing to such transaction prior to the
consummation thereof.

         "Person": an individual, partnership, corporation, limited liability
company, 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 Company 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.

         "Pledge Agreement": the Pledge Agreement as amended by the First
Amendment to Pledge Agreement dated as of the Third Amendment Effective Date
executed by the Company and each of the other Guarantors and substantially in
the form of Exhibit I attached hereto, as amended, modified, supplemented,
extended, renewed or replaced from time to time.

         "Preferred Stock SPC": a special purpose entity that is a Subsidiary or
Affiliate of the Company and that is formed for the sole and exclusive purpose
of engaging in activities in connection with the issuance of hybrid equity
securities (e.g., trust preferred capital securities).

         "Pro Forma Basis": means, with respect to any transaction, that such
transaction shall be deemed to have occurred (for purposes of calculating
compliance in respect of such transaction with each of the financial covenants
set forth in subsection 5.2(d)) as of the first day of the four fiscal quarter
period ending as of the last day of the most recent fiscal quarter preceding the
date of such transaction with respect to which the Administrative Agent and the
Lenders shall have received the financial statements referred to in subsection
5.1(a). As used herein, "transaction" means any corporate merger, amalgamation
or consolidation or any asset disposition or purchase as referred to in
subsection 5.2(b). Any Indebtedness incurred or assumed by the Company or any of
its Subsidiaries in order to consummate such transaction (i) shall be deemed to
have been incurred or assumed on the first day of the applicable period and (ii)
if such Indebtedness has a floating or formula rate, then the implied rate of
interest for such Indebtedness for the applicable period for purposes of this
definition shall be determined by utilizing


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<PAGE>   92

the rate which is or would be in effect with respect to such Indebtedness as
at the relevant date of determination.

         "Property": any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

         "Prudential Documents": collectively, (a) the Note Purchase Agreement
dated June 19, 1989 between the BetzDearborn Inc. Stock Ownership and 401(k)
Trust (the "ESOT"), BetzDearborn and the Prudential Insurance Company of
America, as amended by a First Amendment thereto dated June 25, 1996, as further
amended by a Second Amendment thereto dated June 25, 1998, as supplemented and
amended by a Consent and Waiver and Assumption, dated October 15, 1998, and as
amended by the Third Amendment and Assumption Agreement, dated December 31, 1998
(as may be further amended, modified or supplemented from time to time, the
"Note Purchase Agreement"), (b) the notes issued by the ESOT pursuant to the
Note Purchase Agreement in the original principal amount of $100,000,000 (the
"ESOT Notes"), and (c) all other related agreements and documents issued,
delivered or executed thereunder or pursuant thereto (in each case, as the same
may be amended, modified, restated, supplemented, extended, renewed or replaced
from time to time).

         "Prudential Obligations": all payment obligations of the Company, the
ESOT (as defined in the definition of Prudential Documents) and the Subsidiary
Guarantors (as defined in the Prudential Documents) under the Prudential
Documents owing to the Noteholders (as defined in the Prudential Documents), or
any of them, whenever arising, including without limitation, amounts in respect
of principal (which shall not, however, exceed $93,500,000), interest, Market
Premium (as defined in the Prudential Documents), tax gross-up payments, fees
and expense reimbursement obligations.

         "Receivables Financing SPC": a special purpose entity that is a
Subsidiary or Affiliate of the Company and that is formed for the sole and
exclusive purpose of engaging in activities in connection with the purchase,
sale and financing of accounts receivable in connection with and pursuant to a
Permitted Receivables Financing.

         "Register":  as defined in subsection 9.6(d).

         "Regular Note":  as defined in subsection 2.2.

         "Regulation U": Regulation U of the Board of Governors of the Federal
Reserve System as in effect from time to time.

         "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(b) of
ERISA, 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.ss. 2615.

         "Required Lenders": at any time, Lenders the Commitment Percentages of
which aggregate at least 51%.

         "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, treaty, rule or regulation or determination of an
arbitrator or a court or other 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.


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         "Resins Division": that certain division of the Company responsible for
producing and marketing hydrocarbon resins, wood gum and tall oil rosin resins,
terpene resins and specialties and organic peroxides.

         "Responsible Officer": when used with respect to the Company, the chief
executive officer or any senior vice president of the Company or, with respect
to financial matters, the vice president and treasurer or the assistant
treasurer of the Company; provided, however, that when used in the context of
subsection 5.2(b)(ii)(C), a "Responsible Officer" shall include the vice
president-tax of the Company as well as the chief executive officer, any senior
vice president or the vice president and treasurer or the assistant treasurer of
the Company.

         "Restatement Effective Date":  April 19, 1999.

         "Restricted Payment": (i) any dividend or other payment or
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of the Company or any of its Subsidiaries, now or hereafter
outstanding (including without limitation the Company or any of its
Subsidiaries), or to the holders, in their capacity as such, of any shares of
any class of Capital Stock of the Company or any of its Subsidiaries, now or
hereafter outstanding, (ii) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
shares of any class of Capital Stock of the Company or any of its Subsidiaries,
now or hereafter outstanding and (iii) any payment made to retire, or to obtain
the surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of Capital Stock of any Consolidated Subsidiary, now or
hereafter outstanding.

         "Revolving Committed Amounts": collectively, the U.S. Revolving
Committed Amount, the Multicurrency Committed Amount and the Canadian Revolving
Committed Amount.

         "Revolving Credit Lender": each Lender identified on Schedule I as
having a Commitment under any Revolving Committed Amount in its capacity as a
Lender of Revolving Credit Loans, and each Lender that purchases an assignment
of such a Commitment or of such Loans in accordance with the terms of this
Agreement.

         "Revolving Credit Loans": the loans made pursuant to subsection 2.1,
which may be U.S. Revolving Loans, Multicurrency Revolving Loans and/or Canadian
Revolving Loans.

         "Revolving Credit Termination Date":  October 15, 2003.

         "Revolving Eurodollar Loans": Eurodollar Loans that are also Revolving
Credit Loans.

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

         "Security Agreement": the Security Agreement dated as of the Third
Amendment Effective Date executed by the Company and each of the other
Guarantors and substantially in the form of Exhibit K attached hereto, as
amended, modified, supplemented, extended, renewed or replaced from time to
time.

         "Senior Notes": up to $400 million 11.125% Senior Notes Due 2007 issued
pursuant to the Senior Note Indenture.

         "Senior Note Indenture": the Indenture dated as of November 14, 2000,
between the Company and Wells Fargo Bank Minnesota, N.A., as trustee, as the
same may be amended, supplemented or otherwise modified from time to time.


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<PAGE>   94


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

         "Solvent": with respect to any Person, in that Person's reasonable
belief and as of a particular date, that on such date (a) such Person is able to
pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, (b) 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 in their ordinary course, (c) such Person is not engaged in a business or
a transaction, and is not about to engage in a business or a transaction, for
which such Person's assets would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
such Person is engaged or is to engage, (d) the fair value of the assets of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person and (e) the fair value of the
assets of such Person is not less than the amount that will be required to pay
the estimable and probable liability of such Person on its debts as they become
absolute and matured. In computing the amount of contingent liabilities at any
time, it is intended that such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

         "Specified Credit Agreements": (a) with respect to the Company, (i)
that certain Amended and Restated $700,000,000 Revolving Credit and Competitive
Advance Facility Agreement, dated as of February 7, 1997 (amending and restating
Revolving Credit and Competitive Advance Facility Agreement dated as of December
17, 1993, as amended by First Amendment, dated as of December 15, 1994 and
Second Amendment, dated as of December 15, 1995), among the Company, the several
financial institutions parties thereto, The Chase Manhattan Bank, formerly known
as Chemical Bank, as agent thereunder, Morgan Guaranty Trust Company of New
York, as documentation agent thereunder, and NationsBank, N.A., as syndication
agent thereunder, and (ii) if still in existence, the credit agreement
evidencing the related 364-day facility, (b) with respect to BetzDearborn, that
certain $750,000,000 Credit Agreement dated as of October 20, 1997 among
BetzDearborn, certain of its affiliates and The Chase Manhattan Bank and The
Chase Manhattan Bank of Canada, as Administrative Agents and (c) with respect to
FiberVisions Incorporated ("FiberVisions"), a wholly owned Subsidiary of the
Company, that certain $115,000,000 Credit Agreement dated as of June 26, 1997
among FiberVisions, certain of its Affiliates and NationsBank, N.A., as Agent.

         "Subsidiary": as to any Person, a corporation, partnership or other
entity 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 corporation, partnership or
other entity 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 the Company.

         "Swingline Committed Amount":  as defined in subsection 2.15(a).

         "Swingline Lender": Bank of America, N.A., formerly known as
NationsBank, N.A. (or any successor thereto).

         "Swingline Loan":  as defined in subsection 2.15(a).

         "Synthetic Lease": any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product where such
transaction is considered borrowed money indebtedness for tax purposes but is
classified as an operating lease in accordance with GAAP.


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<PAGE>   95


         "Termination Date": (a) for each Tranche other than the Tranche D Term
Loan, the Revolving Credit Termination Date, and (b) for the Tranche D Term
Loan, November 14, 2005.

         "Term Eurodollar Loans":  Eurodollar Loans that are also Term Loans.

         "Term Loan": any Loan comprising all or a portion of the Tranche A Term
Loan, the Tranche B Term Loan, the Tranche C Term Loan or the Tranche D Term
Loan.

         "Term Loan Tranche" as defined in subsection 2.17(a).

         "Third Amendment": that certain Third Amendment to Amended and Restated
Credit Agreement dated as of November 14, 2000 by and among the Company, the
Guarantors, the Lenders party thereto, the Administrative Agent and the Canadian
Administrative Agent.

         "Third Amendment Effective Date": the date on which all of the
conditions precedent to the effectiveness of the Third Amendment are satisfied
by the Credit Parties or waived by the Administrative Agent and/or the Required
Lenders.

         "Tranche": any of the classes of Loans consisting of (a) Revolving
Loans, including the Swingline Loan and LOC Obligations, and (b) each Term Loan
Tranche.

         "Tranche A Base Rate Loan": at any time, that portion (if any) of the
Tranche A Term Loan, the rate of interest applicable to which is based upon the
ABR.

         "Tranche A Conversion Amount":  as defined in subsection 2.17(b).

         "Tranche A Converting Lender": each Lender identified on Schedule I as
having a Commitment to make Term Loans redenominated in U.S. Dollars under the
Tranche A Term Loan, in its capacity as a Lender of such Term Loans, and each
Lender that purchases an assignment of such a Commitment or such Loans in
accordance with the terms of this Agreement.

         "Tranche A Euro Amount":  as defined in subsection 2.17(b).

         "Tranche A Euro Lender": each Lender identified on Schedule I as having
a Commitment to make Term Loans denominated in Euros under the Tranche A Term
Loan, in its capacity as a Lender of such Term Loans, and each Lender that
purchases an assignment of such a Commitment or of such Loans in accordance with
the terms of this Agreement.

         "Tranche A Eurodollar Loan": at any time, that portion (if any) of the
Tranche A Term Loan, the rate interest applicable to which is based upon the
Eurodollar Rate.

         "Tranche A Term Loan":  as defined in subsection 2.17(a).

        "Tranche B Term Loan":  as defined in subsection 2.17(a).

         "Tranche C Term Loan":  as defined in subsection 2.17(a).

         "Tranche D Arranger":  Credit Suisse First Boston.

         "Tranche D Base Rate Loan": at any time, that portion (if any) of the
Tranche D Term Loan, the rate of interest applicable to which is based upon the
ABR.


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<PAGE>   96


         "Tranche D Eurodollar Loan": at any time, that portion (if any) of the
Tranche D Term Loan, the rate of interest applicable to which is based upon the
Eurodollar Rate.

         "Tranche D Lenders": the persons identified as such in Schedule I
attached hereto and their transferees, including each subsequent holder of any
interest in the Tranche D Term Loan.

         "Tranche D Note":  as defined in subsection 2.17(f).

         "Tranche D Term Loan":  as defined in subsection 2.17(a).

         "Tranche D Prepayment Fee":  as defined in subsection 2.4(d).

         "Transferee":  as defined in subsection 9.6(f).

         "Type": as to any Loan, its nature as a Base Rate Loan or a Eurodollar
Loan.

         "U.S. Facility Fee":  as defined in subsection 2.4(a)(i).

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

         "U.S. Lender": each Lender identified on Schedule I as having a
Commitment under the U.S. Revolving Committed Amount in its capacity as a Lender
of U.S. Revolving Loans, and each Lender that purchases an assignment of such a
Commitment or of such Loans in accordance with the terms of this Agreement.

         "U.S. Revolving Committed Amount":  as defined in subsection 2.1(a).

         "U.S. Revolving Loans": the revolving credit loans made by the U.S.
Lenders to a Borrower pursuant to subsection 2.1(a).

         All accounting terms not otherwise defined herein shall have the
meanings assigned to them in accordance with GAAP.

                             SECTION 8. THE AGENTS.

8.1.     APPOINTMENT.

         Each Lender hereby irrevocably designates and appoints Bank of America,
N.A. as the Administrative Agent of such Lender and the Collateral Agent under
this Agreement and the other Credit Documents, and each such Lender irrevocably
authorizes Bank of America, N.A., as the Administrative Agent for such Lender
and the Collateral Agent, to take such action on its behalf under the provisions
of this Agreement and the other Credit Documents and to exercise such powers and
perform such duties as are expressly delegated to the Administrative Agent by
the terms of this Agreement and the other Credit Documents, together with such
other powers as are reasonably incidental thereto. Each Lender hereby
irrevocably designates and appoints Bank of America Canada as the Canadian
Administrative Agent of such Lender under this Agreement and the other Credit
Documents, and each such Lender irrevocably authorizes Bank of America Canada,
as the Canadian Administrative Agent for such Lender, to take such action on its
behalf under the provisions of this Agreement and the other Credit Documents and
to exercise such powers and perform such duties as are expressly delegated to
the Canadian Administrative Agent by the terms of this Agreement and the other
Credit Documents, together with such other powers as are reasonably incidental
thereto. 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,


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obligations or liabilities shall be read into this Agreement or any other
Credit Document or otherwise exist against an Agent.

8.2.     DELEGATION OF DUTIES.

         Each Agent may execute any of its duties under this Agreement and the
other Credit 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.

8.3.     EXCULPATORY PROVISIONS.

         Neither an Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall 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 Credit Document (except for its or such Person's own
gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by the Company, any other Credit Party or any officer thereof contained in this
Agreement or any other Credit Document or in any certificate, report, statement
or other document referred to or provided for in, or received by such Agent
under or in connection with, this Agreement or any other Credit Document or for
the value, validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or the other Credit Documents or for any failure of the
Company or any other 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 Credit Document, or
to inspect the properties, books or records of the Credit Parties.

8.4.     RELIANCE BY AGENTS.

         Each Agent shall be entitled to rely, and shall be fully protected in
relying, upon any Credit Document, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation reasonably 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 the Credit Parties), independent accountants and other
experts selected by such Agent. The Agents may 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 filed with the
Administrative Agent. Each Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Credit Document unless it
shall first receive such advice or concurrence of the Required 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 the other Credit Documents in accordance with a request of the
Required 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 Notes.

8.5.     NOTICE OF DEFAULT.

         An Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless such Agent has
received notice from a Lender or the Company 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, such
Agent shall give notice thereof to the Lenders. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.


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8.6.     NON-RELIANCE ON AGENTS AND OTHER LENDERS.

         Each Lender expressly acknowledges that neither an Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates has made
any representations or warranties to it and that no act by an Agent hereinafter
taken, including any review of the affairs of the Credit Parties, shall be
deemed to constitute any representation or warranty by such Agent to any Lender.
Each Lender represents to the Agents that it has, independently and without
reliance upon an Agent 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 and the other Credit
Documents. Each Lender also represents that it will, independently and without
reliance upon an Agent 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 Credit 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 the Credit Parties. Except
for notices, reports and other documents expressly required to be furnished to
the Lenders by an Agent hereunder, no Agent shall 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 the Credit Parties which may come
into the possession of an Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates.

8.7.     INDEMNIFICATION.

         The Lenders agree to indemnify each Agent in its capacity as such (to
the extent not reimbursed by the Company or another Credit Party and without
limiting the obligation of the Company or another Credit Party to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought under this subsection (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with their Commitment Percentages immediately prior to such date), 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 Notes) be imposed on, incurred by or asserted
against such Agent in any way relating to or arising out of this Agreement, any
of the other Credit 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 such 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 to the extent resulting from
such Agent's gross negligence or willful misconduct. The agreements in this
subsection shall survive the payment of the Notes and all other amounts payable
hereunder or under the other Credit Documents.

8.8.     AGENT IN ITS INDIVIDUAL CAPACITY.

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

8.9.     SUCCESSOR AGENT.

         An Agent may resign as Agent upon 10 days' notice to the Lenders. If an
Agent shall resign as Agent under this Agreement and the other Credit Documents,
then the Required Lenders shall appoint from among the Lenders a successor agent
for the Lenders, which successor agent shall, so long as no


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Event of Default exists, be approved by the Company (which approval shall not
be unreasonably withheld), whereupon such successor agent shall succeed to
the rights, powers and duties of the Administrative Agent, Canadian
Administrative Agent or Collateral Agent, as applicable, and the term
"Administrative Agent", "Canadian Administrative Agent" or "Collateral Agent",
as the case may be, 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 of the other
Credit Documents or any holders of the Notes. After any retiring Agent's
resignation as 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 Agent
under this Agreement and the other Credit Documents.

8.10.    TRANCHE D ARRANGER.

         The parties acknowledge and agree that the Tranche D Arranger (a) shall
be credited as and may publicize that it is the sole lead arranger and book
manager of the Tranche D Term Loan, (b) shall not, by reason of its designation
as such or any of the provisions hereof relating to the Tranche D Arranger or
any action taken or omitted by it (in any capacity) in respect of this Agreement
or the financing contemplated hereby, have any power, duty, responsibility or
liability whatsoever under this Agreement and (c) shall nevertheless be entitled
to all of the immunities, indemnities and benefits granted to it or to any Agent
or Co-Agent herein, including each of the immunities, indemnities and benefits
of the Administrative Agent under subsections 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8
and 8.9. In addition to the requirements set forth in Section 9.1, this
subsection 8.10, shall not be amended, modified or waived without the consent of
the Tranche D Arranger.

                            SECTION 9. MISCELLANEOUS

9.1.     AMENDMENTS AND WAIVERS.

         Neither this Agreement, any other Credit Document, nor any terms hereof
or thereof may be amended, supplemented or modified except in accordance with
the provisions of this subsection. The Required Lenders may, or, with the
written consent of the Required Lenders, the Administrative Agent may, from time
to time, (a) enter into with the Credit Parties written amendments, supplements
or modifications hereto and to the other Credit Documents for the purpose of
adding any provisions to this Agreement or the other Credit Documents or
changing in any manner the rights of the Lenders or of the Credit Parties
hereunder or thereunder or (b) waive, on such terms and conditions as the
Required Lenders or the Administrative Agent, as the case may be, may specify in
such instrument, any of the requirements of this Agreement or the other Credit
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 (i) reduce the amount or extend the scheduled date of maturity (including
in the case of the Tranche A Term Loan and the Tranche D Term Loan, any
scheduled amortization payment required pursuant to subsection 2.17(d)) of any
Note, or reduce the stated rate of any interest or fee payable hereunder or
thereunder or extend the scheduled date of any payment thereof or increase the
amount or extend the expiration date of any Lender's Commitment, in each case
without the consent of each Lender affected thereby, or (ii) amend, modify or
waive any provision of this subsection or reduce the percentage specified in the
definition of Required Lenders or consent to the assignment or transfer by a
Credit Party of any of its rights and obligations under this Agreement and the
Notes or, except as the result of or in connection with an Asset Disposition
permitted by subsection 5.2(b), release all or substantially all of the
Collateral or, except as the result of or in connection with a consolidation,
merger or disposition of a Credit Party permitted under subsection 5.2(b),
release the Company or any of the other Credit Parties from its or their
obligations under the Credit Documents, in each case without the written consent
of all the Lenders, or (iii) amend, modify or waive any provision of Section 8
without the written consent of the then Agents. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders
and shall be binding upon the Credit Parties, the Lenders, the Agents and all
future holders of the Notes. In the case of any waiver, the Credit Parties, the
Lenders and the Agents shall be restored to their former


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position and rights hereunder and under the outstanding Notes, 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.

9.2.     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 3 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 the Company, the Credit Parties and the Agents, and as
set forth in Schedule VII 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 Notes:

                  The Company                    Hercules Incorporated
                  or any other                   Hercules Plaza
                  Credit Party:                  Wilmington, Delaware 19894
                                                 Attention:    Stuart Shears
                                                 Telephone:    (302) 594-5300
                                                 Telecopy:     (302) 594-5371

                                                 with a copy to:

                                                 Hercules Incorporated
                                                 Hercules Plaza
                                                 Wilmington, Delaware 19894
                                                 Attention:    Israel J. Floyd
                                                 Telephone:    (302) 594-5128
                                                 Telecopy:     (302) 594-7252


                  The Administrative Agent:      Bank of America, N.A., as
                                                 Administrative Agent
                                                 Independence Center, 15th Floor
                                                 NC1-001-15-04
                                                 101 North Tryon Street
                                                 Charlotte, North Carolina 28255
                                                 Attn:         Agency Services
                                                 Telephone:    (704) 386-6837
                                                 Telecopy:     (704) 388-9436

                                                 with a copy to:

                                                 Bank of America, N.A.
                                                 335 Madison Ave.
                                                 New York, New York 10017
                                                 Attn:         David Noda
                                                 Telephone:    (212) 503-7948
                                                 Telecopy:     (212) 503-7878


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<PAGE>   101


                  The Collateral Agent:          Bank of America, N.A., as
                                                 Collateral Agent
                                                 Independence Center, 15th Floor
                                                 NC1-001-15-04
                                                 101 North Tryon Street
                                                 Charlotte, North Carolina 28255
                                                 Attn:         Agency Services
                                                 Telephone:    (704) 386-6837
                                                 Telecopy:     (704) 388-9436

                                                 with a copy to:

                                                 Bank of America, N.A.
                                                 335 Madison Ave.
                                                 New York, New York 10017
                                                 Attn:         David Noda
                                                 Telephone:    (212) 503-7948
                                                 Telecopy:     (212) 503-7878

                  The Canadian                   Bank of America Canada, as
                  Administrative Agent:          Canadian Administrative Agent
                                                 c/o 5681
                                                 Simcoe Place, 27th Floor
                                                 200 Front Street W
                                                 Toronto, Ontario
                                                 Canada  M5V3L2
                                                 Attn:           Nelson Lam
                                                 Telephone:      (416) 349-5496
                                                 Telecopy:       (416) 349-4281

                                                 with a copy to:

                                                 Bank of America, N.A.
                                                 335 Madison Ave.
                                                 New York, New York 10017
                                                 Attn:         David Noda
                                                 Telephone:    (212) 503-7948
                                                 Telecopy:     (212) 503-7878

provided that any notice, request or demand to or upon an Agent or the Lenders
pursuant to subsection 2.3, 2.5, 2.6, 2.7, 2.11, 2.13, 2.15, 2.16, 2.17, 2.18 or
3A.9 shall not be effective until received.

9.3.     NO WAIVER; CUMULATIVE REMEDIES.

         No failure to exercise and no delay in exercising, on the part of an
Agent, any Lender or any Credit Party, any right, remedy, power or privilege
hereunder or under the Notes shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder or
thereunder 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.


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<PAGE>   102


9.4.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All representations and warranties made hereunder, in the Notes and in
any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement,
the Notes and the other Credit Documents and the making of the Loans and the
issuance or extension of Letters of Credit hereunder.

9.5.     PAYMENT OF EXPENSES AND TAXES.

         The Company agrees (a) to pay or reimburse each Agent and the Tranche D
Arranger for all its 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, the Notes and the
other Credit 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 (including special Canadian counsel) to the
Agents, (b) to pay or reimburse each Lender and the Administrative Agent and the
Tranche D Arranger for all its reasonable costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement, the Notes and any such other documents, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent, counsel to the Tranche D Arranger and counsel to the
several Lenders (including, without duplication, the allocated costs of in-house
counsel to any Lender), and (c) to pay, indemnify, and hold each Lender and each
Agent and the Tranche D Arranger 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 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 transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the Notes and any such other documents, and (d)
to pay, indemnify, and hold each Lender and each Agent and the Tranche D
Arranger (each, an "indemnified person") 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, the Notes, the LOC Documents, the use of proceeds of the
Loans and Letters of Credit and any such other documents, including, without
limitation, any of the foregoing relating to the violation of, noncompliance
with or liability under, any environmental or other law applicable to the
operations of the Borrowers, any of their Subsidiaries or any of the their
respective properties (all the foregoing in this clause (d), collectively, the
"indemnified liabilities"); provided that the Company shall have no obligation
hereunder to any Agent or any Lender with respect to indemnified liabilities
arising from (i) the gross negligence or willful misconduct of such indemnified
person or (ii) legal proceedings commenced against such indemnified person by
any security holder or creditor thereof arising out of and based upon rights
afforded any such security holder or creditor solely in its capacity as such.
The agreements in this subsection shall survive repayment of the Notes, the LOC
Obligations and all other amounts payable hereunder or under the other Credit
Documents.

9.6.     SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.

         (a) This Agreement shall be binding upon and inure to the benefit of
the Credit Parties, the Lenders, the Agents, all future holders of the Notes and
their respective successors and assigns, except that no Credit Party may assign
or transfer any of its rights or obligations under this Agreement without the
prior written consent of each Lender.

         (b) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any Loan
owing to such Lender, any Note held by such Lender, any Commitment of such
Lender, any Participation Interest of such Lender or any other interest of such
Lender hereunder, under the Notes or under any other Credit Document. In the
event of any such sale by


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<PAGE>   103

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 Note for
all purposes under this Agreement and the Notes, and the Credit Parties and the
Agents shall continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under this Agreement and the Notes.
The Credit Parties agree that if amounts outstanding under this Agreement, the
Notes or any other Credit Document are due or unpaid, or shall have been
declared or shall have become due and payable upon the occurrence of an Event of
Default, each Participant shall be deemed to have the right of setoff in respect
of its participating interest in amounts owing under this Agreement, any Note or
any other Credit Document to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement, any Note or any other Credit Document, 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 9.7(a) as
fully as if it were a Lender hereunder.

         (c) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time and from time to
time assign to any Lender or any affiliate thereof or a Control Investment
Affiliate or, with the consent of (x) so long as no Event of Default exists, the
Company and (y) the Administrative Agent and in the case of an assignment of the
Tranche D Term Loan, the Tranche D Arranger (which in each case shall not be
unreasonably withheld), to any other Person (an "Assignee") all or any part of
its rights and obligations under this Agreement, the Notes and the other Credit
Documents pursuant to an Assignment and Acceptance, substantially in the form of
Exhibit C, executed by such Assignee, such assigning Lender (and, in the case of
an Assignee that is not then a Lender or an affiliate thereof, by the Company
and the Administrative Agent, and in the case of an assignment of the Tranche D
Term Loan, the Tranche D Arranger) and delivered to the Administrative Agent for
its acceptance and recording in the Register; provided, however, that the amount
of the Commitment (if any) of the assigning Lender being assigned pursuant to
each such assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than the lesser of
(i) $1,000,000 and (ii) with respect to each assigning Lender, the amount of
such Lender's Commitment, and shall be in an integral multiple of $1,000,000
(or, if less, with respect to each assigning Lender, the amount of such Lender's
Commitment); provided, further, that, in the case of any proposed assignment
pursuant to this subsection 9.6(c) to an Assignee which is not a Lender or any
affiliate of a Lender, if (A) no Event of Default exists, (B) the Company
objects to such proposed Assignee and (C) the Company no later than 5 Business
Days after receipt of notice by the Company of such proposed Assignee, proposes
an alternative Assignee acceptable to the Administrative Agent and willing to
consummate such assignment with the assigning Lender within 30 days from the
date thereof and on the same terms and conditions as such assigning Lender's
proposed Assignee, such assigning Lender shall not have the right to effect such
proposed assignment to its proposed Assignee. Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) 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 a Commitment 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).

         (d) The Administrative Agent shall maintain at its address referred to
in subsection 9.2 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 Commitment 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 Credit Parties, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register as
the owner of the Loan recorded therein for all


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purposes of this Agreement. The Register shall be available for inspection
by the Company, the Tranche D Arranger 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, in the case of an Assignee that is not
then a Lender or a Control Investment Affiliate or an affiliate thereof, by the
Company and the Administrative Agent), together with payment by the assigning
Lender to the Administrative Agent of a registration and processing fee of
$3,500, the Administrative 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 Lenders and the Company on behalf of the Borrower. On or
prior to the effective date of any such Assignment and Acceptance, each
Borrower, at its own expense, shall execute and deliver to the Administrative
Agent a new Note or Notes to the order of such Assignee. Such new Notes shall be
dated the Closing Date and shall otherwise be in the form of the Notes replaced
thereby.

         (f) Each Credit Party 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 such
Credit Party and its affiliates which has been delivered to such Lender by or on
behalf of the Company pursuant to this Agreement or which has been delivered to
such Lender by or on behalf of the Company in connection with such Lender's
credit evaluation of the Company and its affiliates prior to becoming a party to
this Agreement.

         (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this subsection 9.6 shall not apply to any such pledge
or assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

9.7.     ADJUSTMENTS; SET-OFF.

         (a) If any Lender (a "benefited Lender") shall at any time receive any
payment of all or part of its Loans or Participation Interests, or interest
thereon, 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 subsections 6(f) or (g), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of such other Lender's Loans or Participation Interests, or interest
thereon, such benefited Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lender's Loan, or
shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such benefited 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 benefited 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 such
Credit Party hereunder, under the Notes or under any other Credit Document
(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 affiliate, branch or agency thereof to or for the
credit or the account of such Credit Party. Each Lender agrees promptly to


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notify the Company on behalf of the respective Credit Party and the
Administrative 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.

9.8.     COUNTERPARTS.

         This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by telecopy), 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 the Company and the Administrative Agent.

9.9.     ADJUSTMENTS FOR CHANGES IN GAAP.

         In the event that a change in GAAP affects the terms of the covenants
contained in subsection 5.2(d) hereof (including the related defined terms used
therein), the Company and the Required Lenders shall negotiate in good faith
such amendments to such covenant and related definitions as are necessary to
reflect such changes in GAAP and as are otherwise reasonably satisfactory to the
Company and the Required Lenders.

9.10.    SEVERABILITY; SECTION HEADINGS.

         (a) 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.

         (b) The Section and subsection headings and the Table of Contents
contained herein are for convenience of reference only and shall not affect the
construction hereof.

9.11.    INTEGRATION.

         This Agreement, the Notes and the other Credit Documents represent the
agreement of the Company, the other Credit Parties, the Administrative Agent and
the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by an Agent or any Lender
relative to subject matter hereof not expressly set forth or referred to herein,
in the Notes or in the other Credit Documents.

9.12.    GOVERNING LAW.

         THIS AGREEMENT, THE NOTES AND, UNLESS OTHERWISE SPECIFICALLY PROVIDED
THEREIN, THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT, THE NOTES AND SUCH OTHER CREDIT DOCUMENTS SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NORTH CAROLINA.

9.13.    SUBMISSION TO JURISDICTION; WAIVERS.

         Each Credit Party hereby irrevocably and unconditionally:

         (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement, the Notes and the other Credit Documents,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of North Carolina,
the courts of the United States of America for the Western District of North
Carolina, and appellate courts from any thereof,


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         (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 Credit Party at
its address set forth in subsection 9.2 or at such other address of which the
Administrative 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 subsection any special, exemplary, punitive or consequential damages.

9.14.    ACKNOWLEDGMENTS.

         Each Credit Party hereby acknowledges that:

         (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement, the Notes and the other Credit Documents;

         (b) neither an Agent nor any Lender has any fiduciary relationship with
or duty to such Credit Party arising out of or in connection with this
Agreement, any of the Notes or any of the other Credit Documents, and the
relationship between the Agents and Lenders, on one hand, and such Credit Party,
on the other hand, in connection herewith or therewith is solely that of debtor
and creditor; and

         (c) no joint venture is created hereby, by the Notes or by any of the
other Credit Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders or among such Credit Party and the
Lenders.

9.15.    WAIVER OF JURY TRIAL.

         TO THE EXTENT PERMITTED BY LAW, EACH CREDIT PARTY, THE AGENTS AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES AND FOR ANY
COUNTERCLAIM THEREIN.

9.16.    CONFIDENTIALITY.

         Each Agent, the Tranche D Arranger and each Lender (each, a "Lending
Party") agrees to keep confidential any information furnished or made available
to it by the Credit Parties pursuant to this Amended and Restated Credit
Agreement that is marked confidential; provided that nothing herein shall
prevent any Lending Party from disclosing such information (a) to any other
Lending Party or any Affiliate of any Lending Party, or any officer, director,
employee, agent, or advisor of any Lending Party or Affiliate of any Lending
Party, (b) to any other Person if reasonably incidental to the administration of
the credit facility provided herein, (c) as required by any law, rule, or
regulation, (d) upon the order of any court or administrative agency, (e) upon
the request or demand of any regulatory agency or authority, (f) that is or
becomes available to the public or that is or becomes available to any Lending
Party other than as a result of a disclosure by any Lending Party prohibited by
this Amended and Restated Credit Agreement, (g) in connection with any
litigation to which such Lending Party or any of its Affiliates may be a party,
(h) to the extent necessary in connection with the exercise of any remedy under
this Amended


                                       89

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and Restated Credit Agreement or any other Credit Document, (i) to the
National Association of Insurance Commissioners or any similar organization or
any nationally recognized rating agency that requires access to information
about a Lender's investment portfolio in connection with ratings issued with
respect to such Lender, (j) to any direct or indirect contractual counterparty
in swap agreements or such contractual counterparty's professional advisor (so
long as such contractual counterparty or professional advisor to such
contractual counterparty (i) has been approved in writing by the Company and
(ii) agrees in a writing enforceable by the Company to be bound by the
provisions of this subsection 9.16) and (k) subject to provisions substantially
similar to those contained in this subsection 9.16, to any actual or proposed
participant or assignee.

9.17.    PRUDENTIAL INTERCREDITOR AGREEMENT.

         The Lenders hereby agree that the Administrative Agent, on behalf of
the Lenders, may enter into an intercreditor agreement, substantially in the
form of Exhibit J, with The Prudential Insurance Company of American
("Prudential"), as the holder of the Guaranteed ESOT Notes Due June 19, 2009 of
The BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan currently
outstanding in the aggregate principal amount of $93,500,000, which
intercreditor agreement shall provide, among other things, for the pro rata
sharing among the Lenders and Prudential of any proceeds of the Collateral or
the guarantees under Section 3A.

9.18.    BINDING EFFECT; AMENDMENT AND RESTATEMENT OF EXISTING CREDIT
AGREEMENT; FURTHER ASSURANCES.

         This Agreement shall become effective at such time, on or after the
Restatement Effective Date, that the conditions precedent set forth in
subsection 4.1 have been satisfied and when it shall have been executed by each
Credit Party and the Agents, and the Administrative Agent shall have received
copies hereof (telefaxed or otherwise) which, when taken together, bear the
signatures of each Lender (including the Issuing Lender), and thereafter this
Agreement shall be binding upon and inure to the benefit of each Credit Party,
each Lender (including the Issuing Lender) and the Agents, together with their
respective successors and assigns. The Credit Parties and the Lenders (including
the Issuing Lender) party to the Existing Credit Agreement each hereby agrees
that, at such time as this Agreement shall have become effective pursuant to the
terms of the immediately preceding sentence, the Existing Credit Agreement
automatically shall be deemed amended and restated in its entirety by this
Agreement, and all obligations and commitments outstanding under the Existing
Credit Agreement shall be governed by the terms of this Agreement (as such
obligations or commitments may be modified or amended hereunder) and (ii) all of
the promissory notes executed by the Borrowers in connection with the Existing
Credit Agreement automatically shall be substituted and replaced by the amended
and restated promissory notes executed in connection with this Agreement, and
the Lenders agree to promptly return such prior notes to the Company. The Credit
Parties further agree, upon the request of the Administrative Agent and/or the
Required Lenders, to promptly take such actions, as reasonably requested, as are
appropriate to carry out the intent of this Agreement and the other Credit
Documents, including, but not limited to, such actions as are reasonably
necessary to ensure that the Lenders have a perfected security interest in any
and all collateral securing the Guaranteed Obligations, subject to no Liens
other than Permitted Liens.

9.19.    JUDGMENT CURRENCY.

         (a) If for the purposes of obtaining judgment in any court it is
necessary to convert all or any part of the Indebtedness or any other amount due
to the Lenders hereunder or under any security in respect of the Credit Parties'
obligations hereunder in any currency (the "Original Currency") into another
currency (the "Other Currency") each Credit Party to the fullest extent that it
may effectively do so, agrees that the rate of exchange used shall be that at
which, in accordance with normal banking procedures, the Administrative Agent
could purchase the Original Currency with the Other Currency at its principal
offices in Charlotte, North Carolina on the day (an "Administrative Agent's
Business Day") on which the Administrative Agent is open for the transaction of
its banking business at such offices


                                       90

<PAGE>   108

immediately preceding the day on which any such judgment, or any relevant part
thereof, is paid or otherwise satisfied.

         (b) The obligation of each Credit Party in respect of any sum due in
the Original Currency from it to the Lenders hereunder or under any security in
respect of the Credit Parties' obligation hereunder shall, notwithstanding any
judgment in any Other Currency, be discharged only to the extent that on the
Administrative Agent's Business Day following receipt by the Agents of any sum
adjudged to be so due in such Other Currency or of any other sum in any Other
Currency the Agents may, in accordance with their normal banking procedures,
purchase the Original Currency with such Other Currency. If the amount of the
Original Currency so purchased is less than the sum originally due to the
Lenders in the Original Currency, the Credit Parties shall, as a separate
obligation and notwithstanding any such judgment, indemnify the Agents against
such loss, and if the amount of the Original Currency so purchased exceeds the
sum originally due to the Lenders, the Agents shall remit such excess to the
Credit Parties.

9.20.    FIRST AMENDMENT TO PLEDGE AGREEMENT.

         The Required Lenders hereby consent to the amendment of the Pledge
Agreement (as in existence on the Closing Date) effected by the First Amendment
to Pledge Agreement dated as of the Third Amendment Effective Date among the
parties thereto substantially in the form of Exhibit I.



                                                  (signature pages follow)



                                       91

<PAGE>   109

                                  SCHEDULE VIII

                                Sources and Uses


($ in millions)

<TABLE>
<CAPTION>
SOURCES OF FUNDS                                     USES OF FUNDS

<S>                                <C>               <C>                                                   <C>
Cash                               $318.0            Refinance Revolver                                    $256.0
Term Loan D Facility                375.0            Refinance Term Loan A                                  126.0
Senior Unsecured Notes              400.0            Refinance Term Loan C                                  318.0
                                                     Refinance Floating Rate Pref. Securities               170.0*
                                                     Refinance RHINOS                                       200.0
                                                     Fees                                                    23.0

TOTAL                            $1,093.0            TOTAL                                               $1,093.0
</TABLE>


* The Company is in the process of attempting to obtain consent from the holders
of these securities to permit an early prepayment. Pending this consent, the
Company will prepay Revolving Credit Loans on the Third Amendment Effective Date
in an amount equal to $170,000,000. Upon obtaining the necessary consent from
the holders of such securities, the Company will borrow $170,000,000 in
Revolving Credit Loans to prepay such securities, or, in the event the Company
does not receive the necessary consent to prepayment, the Company will then
borrow $170,000,000 in Revolving Credit Loans to pay the securities on their
maturity date, which is December 29, 2000.