<PAGE>   1
                                                                   EXHIBIT 10.15


                                   $80,000,000

                                CREDIT AGREEMENT

                                   dated as of

                                 March 12, 1993

                                      among

                              Analog Devices, Inc.

                             The Banks Listed Herein

                                       and

                   Morgan Guaranty Trust Company of New York,

                                    as Agent
<PAGE>   2
                               TABLE OF CONTENTS*

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ARTICLE I
DEFINITIONS........................................................................      1

         SECTION 1.01.  Definitions................................................      1

         SECTION 1.02.  Accounting Terms and Determinations........................     10

         SECTION 1.03.  Types of Borrowings........................................     11

ARTICLE II
THE CREDITS........................................................................     11

         SECTION 2.01.  Commitments to Lend........................................     11

         SECTION 2.02.  Notice of Committed Borrowings.............................     11

         SECTION 2.03.  Money Market Borrowings....................................     12

         SECTION 2.04.  Notice to Banks; Funding of Loans..........................     15

         SECTION 2.05.  Notes......................................................     16

         SECTION 2.06.  Maturity of Loans..........................................     16

         SECTION 2.07.  Interest Rates.............................................     16

         SECTION 2.08.  Fees.......................................................     20

         SECTION 2.09.  Optional Termination or Reduction of Commitments...........     20

         SECTION 2.10.  Mandatory Termination of Commitments.......................     20

         SECTION 2.11.  Optional Prepayments.......................................     21

         SECTION 2.12.  General Provisions as to Payments..........................     21

         SECTION 2.13.  Funding Losses.............................................     22

         SECTION 2.14.  Computation of Interest and Fees...........................     22

         SECTION 2.15.  Withholding Tax Exemption..................................     22

         SECTION 2.16.  Judgment Currency..........................................     22

         SECTION 2.17.  Foreign Withholding Taxes and Other Costs..................     23

ARTICLE III
CONDITIONS.........................................................................     24

         SECTION 3.01.  Effectiveness..............................................     24

         SECTION 3.02.  Borrowings.................................................     25

         SECTION 3.03.  First Borrowing by Each Eligible Subsidiary................     25

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................................     25

         SECTION 4.01.  Corporate Existence and Power..............................     26

         SECTION 4.02.  Corporate and Governmental Authorization; No Contravention.     26

         SECTION 4.03.  Binding Effect.............................................     26

         SECTION 4.04.  Financial Information......................................     26
</TABLE>


                                     - i -
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<TABLE>
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         SECTION 4.05.  Litigation.................................................     26

         SECTION 4.06.  Compliance with ERISA......................................     27

         SECTION 4.07.  Environmental Matters......................................     27

         SECTION 4.08.  Taxes......................................................     27

         SECTION 4.09.  Subsidiaries...............................................     27

         SECTION 4.10.  Ownership and Liens........................................     28

         SECTION 4.11.  Subsidiaries and Ownership of Stock........................     28

         SECTION 4.12.  Credit Arrangements........................................     28

         SECTION 4.13.  Not an Investment Company..................................     28

         SECTION 4.14.  Full Disclosure............................................     28

ARTICLE V
COVENANTS..........................................................................     29

         SECTION 5.01.  Information................................................     29

         SECTION 5.02.  Payment of Obligations.....................................     31

         SECTION 5.03.  Maintenance of Property; Insurance.........................     31

         SECTION 5.04.  Conduct of Business and Maintenance of Existence...........     31

         SECTION 5.05.  Compliance with Laws.......................................     31

         SECTION 5.06.  Inspection of Property, Books and Records..................     31

         SECTION 5.07.  Transactions With Affiliates...............................     32

         SECTION 5.08.  Current Ratio..............................................     32

         SECTION 5.09.  Leverage Ratio.............................................     32

         SECTION 5.10.  Minimum Consolidated Tangible Net Worth....................     32

         SECTION 5.11.  Restricted Payments........................................     33

         SECTION 5.12.  Investments................................................     33

         SECTION 5.13.  Negative Pledge............................................     33

         SECTION 5.14.  Consolidations, Mergers and Sales of Assets................     34

         SECTION 5.15.  Acquisitions...............................................     35

         SECTION 5.16.  Use of Proceeds............................................     35

ARTICLE VI
DEFAULTS...........................................................................     35

         SECTION 6.01.  Events of Default..........................................     35

         SECTION 6.02.  Notice of Default..........................................     37

ARTICLE VII
THE AGENT..........................................................................     37

         SECTION 7.01.  Appointment and Authorization..............................     37

         SECTION 7.02.  Agent and Affiliates.......................................     37

         SECTION 7.03.  Action by Agent............................................     38

         SECTION 7.04.  Consultation with Experts..................................     38
</TABLE>


                                     - ii -
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<TABLE>
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         SECTION 7.05.  Liability of Agent.........................................     38

         SECTION 7.06.  Indemnification............................................     38

         SECTION 7.07.  Credit Decision............................................     38

         SECTION 7.08.  Successor Agent............................................     38

         SECTION 7.09.  Agent's Fee................................................     39

ARTICLE VIII
CHANGE IN CIRCUMSTANCES............................................................     39

         SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair...     39

         SECTION 8.02.  Illegality.................................................     39

         SECTION 8.03.  Increased Cost and Reduced Return..........................     40

         SECTION 8.04.  Base Rate Loans Substituted for Affected Fixed Rate Loans..     41

         SECTION 8.05.  HLT Classification.........................................     42

ARTICLE IX
REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES............................     42

         SECTION 9.01.  Corporate Existence and Power..............................     42

         SECTION 9.02.  Corporate and Governmental Authorization; Contravention....     42

         SECTION 9.03.  Binding Effect.............................................     42

         SECTION 9.04.  Taxes......................................................     42

ARTICLE X
GUARANTY...........................................................................     43

         SECTION 10.01.  The Guaranty..............................................     43

         SECTION 10.02.  Guaranty Unconditional....................................     43

         SECTION 10.03.  Discharge Only Upon Payment In Full; Reinstatement In
                           Certain Circumstances...................................     44

         SECTION 10.04.  Waiver by the Company.....................................     44

         SECTION 10.05.  Subrogation...............................................     44

         SECTION 10.06.  Stay of Acceleration......................................     44

ARTICLE XI
MISCELLANEOUS......................................................................     44

         SECTION 11.01.  Notices...................................................     44

         SECTION 11.02.  No Waivers................................................     45

         SECTION 11.03.  Expenses; Documentary Taxes; Indemnification..............     45

         SECTION 11.04.  Sharing of Set-Offs.......................................     45

         SECTION 11.05.  Amendments and Waivers....................................     46

         SECTION 11.06.  Successors and Assigns....................................     46
</TABLE>

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         SECTION 11.07.  Collateral................................................     47

         SECTION 11.08.  Governing Law; Submission to Jurisdiction.................     48

         SECTION 11.09.  Counterparts; Integration.................................     48

         SECTION 11.10.  Waiver Of Jury Trial......................................     48
</TABLE>

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Schedule I -    Subsidiaries and Ownership of Stock

Schedule II -   Credit Arrangements

Schedule III -  Liens

Exhibit A -     Note

Exhibit B -     Money Market Quote Request

Exhibit C -     Invitation for Money Market Quotes

Exhibit D -     Money Market Quote

Exhibit E -     Opinion of Counsel for the Company

Exhibit F -     Opinion of Special Counsel for the Agent

Exhibit G -     Form of Election to Participate

Exhibit H -     Form of Election to Terminate

Exhibit I -     Opinion of Counsel for the Borrower
                  (Borrowings by Eligible Subsidiaries)

Exhibit J - Assignment and Assumption Agreement



*The Table of Contents is not a part of this Agreement.


                                     - iv -
<PAGE>   6
                  AGREEMENT dated as of March 12, 1993 among ANALOG DEVICES,
INC., the BANKS listed on the signature pages hereof and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agent.

                  The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. Definitions. The following terms, as used
herein, have the following meanings:

                  "Absolute Rate Auction" means a solicitation of Money Market
Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.

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

                  "Adjusted CD Rate" has the meaning set forth in Section
2.07(b).

                  "Adjusted London Interbank Offered Rate" has the meaning bet
forth in Section 2.07(c).

                  "Administrative Questionnaire" means, with respect to each
Bank, an administrative questionnaire in the form prepared by the Agent and
submitted to the Agent (with a copy to the Company) duly completed by such Bank.

                  "Affiliate" means (i) any Person that directly, or indirectly
through one or more intermediaries, controls the Company (a "Controlling
Person") or (ii) any Person (other than the Company or a Subsidiary of the
Company) which is controlled by or is under common control with a Controlling
Person. As used herein, the term "control" means possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

                  "Agent" means Morgan Guaranty Trust Company of New York in its
capacity as agent for the Banks hereunder, and its successors in such capacity.

                  "Applicable Lending Office" means, with respect to any Bank,
(i) in the case of its Domestic Loans, its Domestic Lending Office, (ii) in the
case of its Euro-Dollar Loans, its


                                     - 1 -
<PAGE>   7
Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its
Money Market Lending Office.

                  "Assessment Rate" has the meaning set forth in Section
2.07(b).

                  "Assignee" has the meaning set forth in Section 11.06(c).

                  "Bank" means each bank listed on the signature pages hereof,
each Assignee which becomes a Bank pursuant to Section 11.06(c), and their
respective successors.

                  "Base Rate" means, for any day, a rate per annum equal to the
higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the
Federal Funds Rate for such day.

                  "Base Rate Loan" means a Committed Loan to be made by a Bank
as a Base Rate Loan in accordance with the applicable Notice of Committed
Borrowing or pursuant to Article VIII.

                  "Benefit Arrangement" means at any time an employee benefit
plan within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

                  "Borrower" means the Company or any Eligible Subsidiary, as
the context may require, and their respective successors, and "Borrowers" means
all of the foregoing.

                  "Borrowing" has the meaning set forth in Section 1.03.

                  "Capital Lease" means any lease which has been or should be
capitalized on the books of the lessee.

                  "CD Base Rate" has the meaning set forth in Section 2.07(b).

                  "CD Loan" means a Committed Loan to be made by a Bank as a CD
Loan in accordance with the applicable Notice of Committed Borrowing.

                  "CD Margin" has the meaning set forth in Section 2.07(b).

                  "Commitment" means, with respect to each Bank, the amount set
forth opposite the name of such Bank on the signature pages hereof, as such
amount may be reduced from time to time pursuant to Section 2.09.

                  "Commitment Fee Rate" means, for any date, 1/16 of 1% per
annum.

                  "Committed Loan" means a loan to be made by a Bank pursuant to
Section 2.01.

                  "Company" means Analog Devices, Inc., a Massachusetts
corporation, and its successors.


                                     - 2 -
<PAGE>   8
                  "Company's 1992 Form 10-K" means the Company's annual report
on Form 10-K for 1992, as filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934.

                  "Consolidated Current Assets" means all current assets of the
Company and its Consolidated Subsidiaries on a consolidated basis.

                  "Consolidated Current Liabilities" means all current
liabilities of the Company and its Consolidated Subsidiaries on a consolidated
basis, including without limitation (a) all obligations payable on demand or
within one year after the date on which the determination is made, and (b)
installment and sinking fund payments required to be made within one year after
the date on which the determination is made, but excluding all such liabilities
or obligations (i) which are renewable or extendable at the option of the
Company to a date more than one year from the date of determination or (ii)
which can be refinanced using the available portion of the Commitments under
this Agreement.

                  "Consolidated Subsidiary" means any Subsidiary whose accounts
are or are required to be consolidated with the accounts of the Company.

                  "Consolidated Tangible Net Worth" means the Tangible Net Worth
of the Company and its Consolidated Subsidiaries on a consolidated basis.

                  "Default" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

                  "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in New York City are authorized by
law to close.

                  "Domestic Lending Office" means, as to each Bank, its office
located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office)
or such other office as such Bank may hereafter designate as its Domestic
Lending Office by notice to the Company and the Agent; provided that any Bank
may so designate separate Domestic Lending Offices for its Base Rate Loans, on
the one hand, and its CD Loans, on the other hand, in which case all references
herein to the Domestic Lending Office of such Bank shall be deemed to refer to
either or both of such offices, as the context may require.

                  "Domestic Loans" means CD Loans or Base Rate Loans or both.

                  "Domestic Reserve Percentage" has the meaning set forth in
Section 2.07(b).

                  "Effective Date" means the date this Agreement becomes
effective in accordance with Section 3.01.

                  "Election to Participate" means an Election to Participate
substantially in the form of Exhibit G hereto.


                                     - 3 -
<PAGE>   9
                  "Election to Terminate" means an Election to Terminate
substantially in the form of Exhibit H hereto.

                  "Eligible Subsidiary" means any Wholly-Owned Consolidated
Subsidiary of the Company as to which an Election to Participate shall have been
delivered to the Agent and as to which an Election to Terminate shall not have
been delivered to the Agent. Each such Election to Participate and Election to
Terminate shall be duly executed on behalf of such Wholly-Owned Consolidated
Subsidiary and the Company in such number of copies as the Agent may request.
The delivery of an Election to Terminate shall not affect any obligation of an
Eligible Subsidiary theretofore incurred. The Agent shall promptly give notice
to the Banks of the receipt of any Election to Participate or Election to
Terminate.

                  "Environmental Laws" means any and all 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 or releases of pollutants, contaminants, petroleum or petroleum
products, 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, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes or the clean-up or other
remediation thereof.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, or any successor statute.

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

                  "Euro-Dollar Business Day" means any Domestic Business Day on
which commercial banks are open for international business (including dealings
in dollar deposits) in London.

                  "Euro-Dollar Lending Office" means, as to each Bank, its
office, branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire
as its Euro-Dollar Lending Office) or such other office, branch or affiliate of
such Bank as it may hereafter designate as its Euro-Dollar Lending Office by
notice to the Company and the Agent.

                  "Euro-Dollar Loan" means a Committed Loan to be made by a Bank
as a Euro-Dollar Loan in accordance with the applicable Notice of Committed
Borrowing.

                  "Euro-Dollar Margin" has the meaning set forth in Section
2.07(c).

                  "Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.07(c).

                  "Event of Default" has the meaning set forth in Section 6.01.


                                     - 4 -
<PAGE>   10
                  "Facility Fee Rate" means (i) 3/16 of 1% per annum for any
date on which Level I Status exists, (ii) 1/4 of 1% per annum for any date on
which Level II Status exists, (iii) 5/16 of 1% per annum for any date on which
Level III Status or Level IV Status exists and (iv) 7/16 of 1% per annum for any
date on which Level V Status exists.

                  "Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Domestic
Business Day next succeeding such day, provided that (i) if such day is not a
Domestic Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Domestic Business Day as so published on
the next succeeding Domestic Business Day, and (ii) if no such rate is so
published on such next succeeding Domestic Business Day, the Federal Funds Rate
for such day shall be the average rate quoted to Morgan Guaranty Trust Company
of New York on such day on such transactions as determined by the Agent.

                  "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or
Money Market Loans (excluding Money Market LIBOR Loans bearing interest at the
Prime Rate pursuant to Section 8.01(a)) or any combination of the foregoing.

                  "Guaranty" by any Person means any agreement, undertaking or
arrangement, by which such Person assumes, guarantees, endorses or otherwise is
or becomes, directly or contingently responsible or liable (including, but not
limited to, an agreement to purchase any obligation, stock, assets, goods or
services or to supply or advance any funds, assets, goods or services, or an
agreement to maintain or cause such Person to maintain a minimum working capital
or net worth or otherwise to assure the creditors of any Person against loss)
for the obligations of any Person.

                  "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending one,
two, three or six months thereafter, as the Borrower may elect in the applicable
Notice of Borrowing; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest Period
         shall end an the next preceding Euro-Dollar Business Day;

                  (b) any Interest Period which begins on the last Euro-Dollar
         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, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month; and

                  (c) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

                  (2) with respect to each CD Borrowing, the period commencing
         on the date of such Borrowing and ending 30, 60, 90 or 180 days
         thereafter, as the Borrower may elect in the applicable Notice of
         Borrowing; provided that:


                                     - 5 -
<PAGE>   11
                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day; and

                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

                  (3) with respect to each Base Rate Borrowing, the period
         commencing on the date of such Borrowing and ending 30 days thereafter;
         provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day; and

                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

                  (4) with respect to each Money Market LIBOR Borrowing, the
         period commencing on the date of such Borrowing and ending such whole
         number of months thereafter as the Borrower may elect in accordance
         with Section 2.03; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day Shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Euro-Dollar Business Day;

                  (b) any Interest Period which begins on the last Euro-Dollar
         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, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month; and

                  (c) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

                  (5) with respect to each Money Market Absolute Rate Borrowing,
         the period commencing on the date of such Borrowing and ending such
         number of days thereafter (but not less than 15 days) as the Borrower
         may elect in accordance with Section 2.03; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day; and

                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

                  "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, or any successor statute.


                                     - 6 -
<PAGE>   12
                  "Investment" has the meaning set forth in Section 5.12.

                  "Level I Status" exists at any date if, at such date, the
Company's senior unsecured long-term debt securities are rated either A- or
higher by S&P or A3 or higher by Moody's.

                  "Level II Status" exists at any date if, at such date, (i) the
Company's senior unsecured long-term debt securities are rated either BBB- or
higher by S&P or Baa2 or higher by Moody's and (ii) Level I Status does not
exist.

                  "Level III Status" exists at any date if, at such date, (i)
the Company's senior unsecured long-term debt securities are rated either BBB or
higher by S&P or Baa3 or higher by Moody's and (ii) neither Level I Status nor
Level II Status exists.

                  "Level IV Status" exists at any date if, at such date, (i) the
Company's senior unsecured long-term debt securities are rated either BB+ or
higher by S&P or Ba1 or higher by Moody's and (ii) none of Level I Status, Level
II Status or Level III Status exists.

                  "Level V Status" exists at any date if, at such date, none of
Level I Status, Level II Status, Level III or Level IV Status exists.

                  "LIBOR Auction" means a solicitation of Money Market Quotes
setting forth Money Market Margins based on the London Interbank Offered Rate
pursuant to Section 2.03.

                  "Lien" means, with respect to any asset, any lien (statutory
or otherwise), security interest, mortgage, deed of trust, priority, pledge,
charge, conditional sale, title retention agreement, financing lease or other
encumbrance or similar right of others or any agreement to give any of the
foregoing.

                  "Liquid Assets" means at any time (i) cash; (ii) current
accounts with banks; (iii) bankers' acceptances, certificates of deposit, and
time deposits evidenced by instruments or documents other than certificates of
deposit, in each case only if due within 1 year, not past due, and issued by
United States commercial banks having assets of $500,000,000 or more; (iv)
direct debt obligations of, or obligations guaranteed by, the United States or
of agencies of the United States, due within 1 year and not past due; and (v)
direct debt obligations of any issuer, due within 1 year and not past due, rated
A or MIG-2 or higher by Moody's.

                  "Loan" means a Domestic Loan or a Euro-Dollar Loan or a Money
Market Loan and "Loans" means Domestic Loans or Euro-Dollar Loans or Money
Market Loans or any combination of the foregoing.

                  "London Interbank Offered Rate" has the meaning set forth in
Section 2.07(c).

                  "Material Debt" means indebtedness (other than the Notes) of
the Company and/or one or more of its Subsidiaries, arising in one or more
related or unrelated transactions, in an aggregate principal amount exceeding
$1,000,000.

                  "Material Plan" means at any time a Plan or Plans having
aggregate Unfunded Liabilities in excess of $500,000.


                                     - 7 -
<PAGE>   13
                  "Moody's" means Moody's Investors Service, Inc.

                  "Money Market Absolute Rate" has the meaning set forth in
Section 2.03(d).

                  "Money Market Absolute Rate Loan" means a loan to be made by a
Bank pursuant to an Absolute Rate Auction.

                  "Money Market Lending Office" means, as to each Bank, its
Domestic Lending Office or such other office, branch or affiliate of such Bank
as it may hereafter designate as its Money Market Lending Office by notice to
the Company and the Agent; provided that any Bank may from time to time by
notice to the Company and the Agent designate separate Money Market Lending
Offices for its Money Market LIBOR Loans, on the one hand, and its Money Market
Absolute Rate Loans, on the other hand, in which case all references herein to
the Money Market Lending Office of such Bank shall be deemed to refer to either
or both of such offices, as the context may require.

                  "Money Market LIBOR Loan" means a loan to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at the Prime
Rate pursuant to Section 8.01(a)).

                  "Money Market Loan" means a Money Market LIBOR Loan or a Money
Market Absolute Rate Loan.

                  "Money Market Margin" has the meaning set forth in Section
2.03 (d) .

                  "Money Market Quote" means an offer by a Bank to make a Money
Market Loan in accordance with Section 2.03.

                  "Multiemployer Plan" means at any time an employee pension
benefit plat within the meaning of Section 4001(a)(3) of ERISA to which any
member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the ERISA
Group during such five year period.

                  "Notes" means promissory notes of a Borrower, substantially in
the form of Exhibit A hereto, evidencing the obligation of such Borrower to
repay the Loans made by it, and "Note" means any one of such promissory notes
issued hereunder.

                  "Notice of Borrowing" means a Notice of Committed Borrowing
(as defined in Section 2.02) or a Notice of Money Market Borrowing (as defined
in Section 2.03(f)).

                  "Parent" means, with respect to any Bank, any Person
controlling such Bank.

                  "Participant" has the meaning set forth in Section 11.06(b).

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.


                                     - 8 -
<PAGE>   14
                  "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

                  "Plan" means at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and either (i) is maintained, or contributed to, by any member of
the ERISA Group for employees of any member of the ERISA Group or (ii) has at
any time within the preceding five years been maintained, or contributed to, by
any Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.

                  "Prime Rate" means the rate of interest publicly announced by
Morgan Guaranty Trust Company of New York in New York City from time to time as
its Prime Rate.

                  "Refunding Borrowing" means a Committed Borrowing which, after
application of the proceeds thereof, results in no net increase in the
outstanding principal amount of Committed Loans made by any Bank to any
Borrower.

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

                  "Required Banks" means at any time Banks having at least 66
2/3% of the aggregate amount of the Commitments or, if the Commitments shall
have been terminated, holding Notes evidencing at least 66 2/3% of the aggregate
unpaid principal amount of the Loans.

                  "Restricted Payment" means any dividend or other distribution
on any shares of the Company's capital stock (except dividends payable solely in
shares of its capital stock).

                  "Revolving Credit Period" means the period from and including
the Effective Date to but excluding the Termination Date.

                  "S&P" means Standard and Poor's Corporation.

                  "Subsidiary" means, as to any Person, any corporation or other
entity of which at least a majority of the securities or other ownership
interests having ordinary voting power for the election of directors or other
persons performing similar functions are at the time owned directly or
indirectly by such Person, provided that for the purpose of Articles IV and V
(except when the term "Consolidated Subsidiary" is used) of this Agreement the
term "Subsidiary" shall not include any corporation that is the subject of any
Acquisition if the Company elects or designates less than a majority of the
members of the board of directors of such corporation, and if such Subsidiary's
assets are less than 15% of Consolidated Tangible Net Worth.

                  "Tangible Net Worth" means the excess of total assets over
total liabilities, excluding, however, from the determination of total assets
(i) goodwill; (ii) patents, copyrights and trademarks; (iii) trade names; (iv)
licenses; (v) organizational expenses; and (vi) treasury stock.


                                     - 9 -
<PAGE>   15
                  "Termination Date" means March 15, 1996, or, if such day is
not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day
unless such Euro-Dollar Business Day falls in another calendar month, in which
case the Termination Date shall be the next preceding Euro-Dollar Business Day.

                  "Total Liabilities" means at any time all indebtedness,
obligations and liabilities of the Company and its Consolidated Subsidiaries, on
a consolidated basis, which should be classified as liabilities of such
corporations on a consolidated balance sheet, and in any event shall include
(without duplication):

                  (1) all indebtedness, obligations and liabilities guaranteed
         by any Guaranty, and all indebtedness, obligations and liabilities
         secured by any mortgage, lien, assignment, pledge, security interest,
         charge or encumbrance upon or in property owned by the respective
         corporation, even though the respective corporation has not assumed or
         become liable for the payment of the same, to the extent that such
         indebtedness, indebtedness actually outstanding with respect to
         obligations and liabilities exceed $4,000,000;

                  (2) the aggregate amount of reserves established on the books
         of the Company and its Consolidated Subsidiaries in respect of
         contingent liabilities and other contingencies, including contingent
         obligations to make payments under contracts; and

                  (3) contingent liabilities in excess of 20% of Consolidated
         Tangible Net Worth.

                  "Unfunded Liabilities" means, with respect to any Plan at any
time, the amount (if any) by which (i) the present value of all benefits under
such Plan exceeds (ii) the fair market value of all Plan assets allocable to
such benefits (excluding any accrued but unpaid contributions), all determined
as of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the ERISA Group
to the PBGC or any other Person under Title IV of ERISA.

                  "Usage Fee Rate" means (i) 0% per annum, for any date on which
Level I Status, Level II Status, Level III or Level V Status exists and (ii) 1/8
of 1% per annum, for any date on which Level IV Status exists.

                  "Wholly-Owned Consolidated Subsidiary" means any Consolidated
Subsidiary all of the shares of capital stock or other ownership interests of
which (except directors, qualifying shares) are at the time directly or
indirectly owned by the Company.

                  SECTION 1.02. Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles as in effect from time
to time, applied on a basis consistent (except for changes concurred in by the
Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries delivered to the Banks.


                                     - 10 -
<PAGE>   16
                  SECTION 1.03. Types of Borrowings. The term "Borrowing"
denotes the aggregation of Loans of one or more Banks to be made to a single
Borrower pursuant to Article II on a single date and for a single Interest
Period. Borrowings are classified for purposes of this Agreement either by
reference to the pricing of Loans comprising such Borrowing (e.g., a
"Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or by
reference to the provisions of Article II under which participation therein is
determined (i.e., a "Committed Borrowing" is a Borrowing under Section 2.01 in
which all Banks participate in proportion to their Commitments, while a "Money
Market Borrowing" is a Borrowing under Section 2.03 in which the Bank
participants are determined on the basis of their bids in accordance therewith).

                                   ARTICLE II

                                   THE CREDITS

                  SECTION 2.01. Commitments to Lend. During the Revolving Credit
Period each Bank severally agrees, on the terms and conditions set forth in this
Agreement, to make loans to the Company or any Eligible Subsidiary pursuant to
this Section from time to time in amounts such that the aggregate principal
amount of Committed Loans by such Bank at any one time outstanding to all
Borrowers shall not exceed the amount of its Commitment. Each Borrowing under
this subsection (a) shall be in an aggregate principal amount of $5,000,000 or
any larger multiple of $1,000,000 (except that any such Borrowing may be in the
aggregate amount available in accordance with Section 3.02(b)) and shall be made
from the several Banks ratably in proportion to their respective Commitments.
Within the foregoing limits, a Borrower may borrow under this Section 2.01,
repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at
any time during the Revolving Credit Period under this Section 2.01.

                  SECTION 2.02. Notice of Committed Borrowings. The Borrower
shall give the Agent notice (a "Notice of Committed Borrowing") not later than
Noon (New York City time) on (x) the date of each Base Rate Borrowing, (y) the
second Domestic Business Day before each CD Borrowing and (z) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

                  (i) the date of such Borrowing, which shall be a Domestic
         Business Day in the case of a Domestic Borrowing or a Euro-Dollar
         Business Day in the case of a Euro-Dollar Borrowing,

                  (ii) the aggregate amount of such Borrowing,

                  (iii) whether the Loans comprising such Borrowing are to be CD
         Loans, Base Rate Loans or Euro-Dollar Loans, and

                  (iv) in the case of a Fixed Rate Borrowing, the duration of
         the Interest Period applicable thereto, subject to the provisions of
         the definition of Interest Period.


                                     - 11 -
<PAGE>   17
                  SECTION 2.03. Money Market Borrowings.

                  (a) The Money Market Option. In addition to Committed
         Borrowings pursuant to Section 2.01, unless Level V Status exists any
         Borrower may, as set forth in this Section, request the Banks during
         the Revolving Credit Period to make offers to make Money Market Loans
         to the Borrower. Unless Level V Status exists, the Banks may, but shall
         have no obligation to, make such offers and the Borrower may, but shall
         have no obligation to, accept any such offers in the manner set forth
         in this Section.

                  (b) Money Market Quote Request. When a Borrower wishes to
         request offers to make Money Market Loans under this Section, it shall
         transmit to the Agent by telex or facsimile transmission a Money Market
         Quote Request substantially in the form of Exhibit B hereto so as to be
         received no later than Noon (New York City time) on (y) the fifth
         Euro-Dollar Business Day prior to the date of Borrowing proposed
         therein, in the case of a LIBOR Auction or (y) the Domestic Business
         Day next preceding the date of Borrowing proposed therein, in the case
         of an Absolute Rate Auction (or, in either case, such other time or
         date as the Company and the Agent shall have mutually agreed and shall
         have notified to the Banks not later than the date of the Money Market
         Quote Request for the first LIBOR Auction or Absolute Rate Auction for
         which such change is to be effective) specifying:

                  (i) the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic
         Business Day in the case of an Absolute Rate Auction,

                  (ii) the aggregate amount of such Borrowing, which shall be
         $5,000,000 or a larger multiple of $1,000,000,

                  (iii) the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period, and

                  (iv) whether the Money Market Quotes requested are to set
         forth a Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Company and the Agent may agree) of any other Money Market
Quote Request.

                  (c) Invitation for Money Market Quotes. Promptly upon receipt
         of a Money Market Quote Request, the Agent shall send to the Banks by
         telex or facsimile transmission an Invitation for Money Market Quotes
         substantially in the form of Exhibit C hereto, which shall constitute
         an invitation by the Borrower to each Bank to submit Money Market
         Quotes offering to make the Money Market Loans to which such Money
         Market Quote Request relates in accordance with this Section.

                  (d) Submission and Contents of Money Market Quotes. (i) Each
         Bank may submit a Money Market Quote containing an offer or offers to
         make Money Market


                                     - 12 -
<PAGE>   18
         Loans in response to any Invitation for Money Market Quotes. Each Money
         Market Quote must comply with the requirements of this subsection (d)
         and must be submitted to the Agent by telex or facsimile transmission
         at its offices specified in or pursuant to Section 11.01 not later than
         (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business
         Day prior to the proposed date of Borrowing, in the case of a LIBOR
         Auction or (y) 9:00 A.M. (New York City time) on the proposed date of
         Borrowing, in the case of an Absolute Rate Auction (or, in either case,
         such other time or date as the Company and the Agent shall have
         mutually agreed and shall have notified to the Banks not later than the
         date of the Money Market Quote Request for the first LIBOR Auction or
         Absolute Rate Auction for which such change is to be effective);
         provided that Money Market Quotes submitted by the Agent (or any
         affiliate of the Agent) in the capacity of a Bank may be submitted, and
         may only be submitted, if the Agent or such affiliate notifies the
         Borrower of the terms of the offer or offers contained therein not
         later than (x) one hour prior to the deadline for the other Banks, in
         the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for
         the other Banks, in the case of an Absolute Rate Auction. Subject to
         Articles III and VI, any Money Market Quote so made shall be
         irrevocable except with the written consent of the Agent given on the
         instructions of the Borrower.

                  (ii)  Each Money Market Quote shall be in substantially the
         form of Exhibit D hereto and shall in any case specify:

                        (A) the proposed date of Borrowing,

                        (B) the principal amount of the Money Market Loan for
                  which each such offer is being made, which principal amount
                  (w) may be greater than or less than the Commitment of the
                  quoting Bank, (x) must be $5,000,000 or a larger multiple of
                  $1,000,000, (y) may not exceed the principal amount of Money
                  Market Loans for which offers were requested, and (z) may be
                  subject to an aggregate limitation as to the principal amount
                  of Money Market Loans for which offers being made by such
                  quoting Bank may be accepted,

                        (C) in the case of a LIBOR Auction, the margin above
                  or below the applicable London Interbank Offered Rate (the
                  "Money Market Margin") offered for each such Money Market
                  Loan, expressed as a percent-age (specified to the nearest
                  1/10,000th of 1%) to be added to or subtracted from such base
                  rate,

                        (D) in the case of an Absolute Rate Auction, the rate
                  of interest per annum (specified to the nearest 1/10,000th of
                  1%) (the "Money Market Absolute Rate") offered for each such
                  Money Market Loan, and

                        (E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

                  (iii) Any Money Market Quote shall be disregarded if it:


                                     - 13 -
<PAGE>   19
                        (A) is not substantially in conformity with Exhibit D
                  hereto or does not specify all of the information required by
                  subsection (d)(ii);

                        (B) contains qualifying, conditional or similar
                  language;

                        (C) proposes terms other than or in addition to those
                  set forth in the applicable Invitation for Money Market
                  Quotes; or

                        (D) arrives after the time set forth in subsection
                  (d)(i).

                  (e) Notice to Borrower. The Agent shall promptly notify the
         Borrower of the terms (x) of any Money Market Quote submitted by a Bank
         that is in accordance with subsection (d) and (y) of any Money Market
         Quote that amends, modifies or is otherwise inconsistent with a
         previous Money Market Quote submitted by such Bank with respect to the
         same Money Market Quote Request. Any such subsequent Money Market Quote
         shall be disregarded by the Agent unless such subsequent Money Market
         Quote is submitted solely to correct a manifest error in such former
         Money Market Quote. The Agent's notice to the Borrower shall specify
         (A) the aggregate principal amount of Money Market Loans for which
         offers have been received for each Interest Period specified in the
         related Money Market Quote Request, (B) the respective principal
         amounts and Money Market Margins or Money Market Absolute Rates, as the
         case may be, so offered and (C) if applicable, limitations on the
         aggregate principal amount of Money Market Loans for which offers in
         any single Money Market Quote may be accepted.

                  (f) Acceptance and Notice by Borrower. Not later than 10:00
         A.M. (New York City time) on (x) the third Euro-Dollar Business Day
         prior to the proposed date of Borrowing, in the case of a LIBOR Auction
         or (y) the proposed date of Borrowing, in the case of an Absolute Rate
         Auction (or, in either case, such other time or date as the Company and
         the Agent shall have mutually agreed and shall have notified to the
         Banks not later than the date of the Money Market Quote Request for the
         first LIBOR Auction or Absolute Rate Auction for which such change is
         to be effective), the Borrower shall notify the Agent of its acceptance
         or non-acceptance of the offers so notified to it pursuant to
         subsection (e). In the case of acceptance, such notice (a "Notice of
         Money Market Borrowing") shall specify the aggregate principal amount
         of offers for each Interest Period that are accepted. The Borrower may
         accept any Money Market Quote in whole or in part; provided that:

                  (i) the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the related
         Money Market Quote Request,

                  (ii) the principal amount of each Money Market Borrowing must
         be $5,000,000 or a larger multiple of $1,000,000,

                  (iii) acceptance of offers may only be made on the basis of
         ascending Money Market Margins or Money Market Absolute Rates, as the
         case may be, and


                                     - 14 -
<PAGE>   20
                  (iv) the Borrower may not accept any offer that is described
         in subsection (d)(iii) or that otherwise fails to comply with the
         requirements of this Agreement.

                  (g) Allocation by Agent. If offers are made by two or more
         Banks with the same Money Market Margins or Money Market Absolute
         Rates, as the case may be, for a greater aggregate principal amount
         than the amount in respect of which such offers are accepted for the
         related Interest Period, the principal amount of Money Market Loans in
         respect of which such offers are accepted shall be allocated by the
         Agent among such Banks as nearly as possible (in multiples of
         $1,000,000, as the Agent may deem appropriate) in proportion to the
         aggregate principal amounts of such offers. Determinations by the Agent
         of the amounts of Money Market Loans shall be conclusive in the absence
         of manifest error.

                  SECTION 2.04. Notice to Banks; Funding of Loans.

                  (a) Upon receipt of a Notice of Borrowing, the Agent shall
         promptly notify each Bank of the contents thereof and of such Bank's
         share (if any) of such Borrowing and such Notice of Borrowing shall not
         thereafter be revocable by the Borrower.

                  (b) Not later than 1:00 P.M. (New York City time) on the date
         of each Borrowing, each Bank participating therein shall (except as
         provided in subsection (c) of this Section) make available its share of
         such Borrowing, in Federal or other funds immediately available in New
         York City, to the Agent at its address specified in or pursuant to
         Section 11.01. Unless the Agent determines that any applicable
         condition specified in Article III has not been satisfied, the Agent
         will make the funds so received from the Banks available to the
         Borrower at the Agent's aforesaid address or at such other location as
         may be agreed upon in writing between the Borrower and the Agent.

                  (c) If any Bank makes a new Loan hereunder to a Borrower on a
         day on which such Borrower is to repay all or any part of an
         outstanding Loan from such Bank, such Bank shall apply the proceeds of
         its new Loan to make such repayment and only an amount equal to the
         difference (if any) between the amount being borrowed by such Borrower
         and the amount being repaid shall be made available by such Bank to the
         Agent as provided in subsection (b) of this Section, or remitted by
         such Borrower to the Agent as provided in Section 2.12, as the case may
         be.

                  (d) Unless the Agent shall have received notice from a Bank
         prior to the date of any Borrowing that such Bank will not make
         available to the Agent such Bank's share of such Borrowing, the Agent
         may assume that such Bank has made such share available to the Agent on
         the date of such Borrowing in accordance with subsections (b) and (c)
         of this Section 2.04 and the Agent may, in reliance upon such
         assumption, make available to the Borrower on such date a corresponding
         amount. If and to the extent that such Bank shall not have so made such
         share available to the Agent, such Bank and the Borrower severally
         agree to repay to the Agent forthwith on demand such corresponding
         amount together with interest thereon, for each day from the date such
         amount is made available to the Borrower until the date such amount is
         repaid to the Agent, at (i) in the case of the Borrower, a rate per
         annum equal to the higher of the Federal Funds Rate and the interest


                                     - 15 -
<PAGE>   21
         rate applicable thereto pursuant to Section 2.07 and (ii) in the case
         of such Bank, the Federal Funds Rate; provided that upon any Bank's
         failure to make such share available to the Agent, the Agent may make a
         demand upon the Borrower for payment of all amounts due under this
         subsection with respect to such failure only if (A) the Agent has first
         made such a demand upon such Bank and (B) such Bank has failed to
         immediately pay the amounts so demanded. If such Bank shall repay to
         the Agent such corresponding amount, such amount so repaid shall
         constitute such Bank's Loan included in such Borrowing for purposes of
         this Agreement.

                  SECTION 2.05. Notes. (a) The Loans of each Bank to each
Borrower shall be evidenced by a single Note of such Borrower payable to the
order of such Bank for the account of its Applicable Lending office in an amount
equal to the aggregate unpaid principal amount of such Bank's Loans to such
Borrower.

                  (b) Each Bank may, by notice to a Borrower and the Agent,
         request that its Loans of a particular type to such Borrower be
         evidenced by a separate Note of such Borrower in an amount equal to the
         aggregate unpaid principal amount of such Loans. Each such Note shall
         be in substantially the form of Exhibit A hereto with appropriate
         modifications to reflect the fact that it evidences solely Loans of the
         relevant type. Each reference in this Agreement to a "Note" or the
         "Notes" of such Bank shall be deemed to refer to and include any or all
         of such Notes, as the context may require.

                  (c) Upon receipt of each Bank's Note pursuant to Section
         3.01(b) or 3.03(a), the Agent shall mail such Note to such Bank. Each
         Bank shall record the date, amount, type and maturity of each Loan made
         by it to each Borrower and the date and amount of each payment of
         principal made with respect thereto, and prior to any transfer of its
         Note of any Borrower shall endorse on the schedule forming a part
         thereof appropriate notations to evidence the foregoing information
         with respect to each such Loan to such Borrower then outstanding;
         provided that the failure of any Bank to make any such recordation or
         endorsement shall not affect the obligations of any Borrower hereunder
         or under the Notes. Each Bank is hereby irrevocably authorized by each
         Borrower so to endorse its Notes and to attach to and make a part of
         any Note a continuation of any such schedule as and when required.

                  SECTION 2.06. Maturity of Loans. Each Loan included in any
Borrowing shall mature, and the principal amount thereof shall be due and
payable, on the last day of the Interest Period applicable to such Borrowing.

                  SECTION 2.07. Interest Rates. (a) Each Base Rate Loan shall
bear interest on the outstanding principal amount thereof, for each day from the
date such Loan is made until it becomes due, at a rate per annum equal to the
Base Rate for such day. Such interest shall be payable for each Interest Period
on the last day thereof. Any overdue principal of or interest on any Base Rate
Loan shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate
Loans for such day.


                                     - 16 -
<PAGE>   22
                  (b) Each CD Loan shall bear interest on the outstanding
         principal amount thereof, for the Interest Period applicable thereto,
         at a rate per annum equal to the sum of the CD Margin plus the
         applicable Adjusted CD Rate; provided that if any CD Loan or any
         portion thereof shall, as a result of clause (2)(b)(i) of the
         definition of Interest Period, have an Interest Period of less than 30
         days, such portion shall bear interest during such Interest Period at
         the rate applicable to Base Rate Loans during such period. Such
         interest shall be payable for each Interest Period on the last day
         thereof and, if such Interest Period is longer than 90 days, at
         intervals of 90 days after the first day thereof. Any overdue principal
         of or interest on any CD Loan shall bear interest, payable on demand,
         for each day until paid at a rate per annum equal to the sum of 2% plus
         the higher of (i) the sum of the CD Margin plus the Adjusted CD Rate
         applicable to such Loan and (ii) the rate applicable to Base Rate Loans
         for such day.

                  "CD Margin" means (i) 9/16 of 1% per annum for any date on
which Level I Status exists, (ii) 5/8 of 1% per annum for any date on which
Level II Status exists, (iii) 11/16 of 1% per annum for any date on which Level
III Status exists, (iv) 3/4 of 1% per annum for any date on which Level IV
Status exists and (v) 1-3/16% per annum for any date on which Level V Status
exists.

                  The "Adjusted CD Rate" applicable to any Interest Period means
a rate per annum determined pursuant to the following formula:

                                    [ CDBR          ]*
                  ACDR     =        [ - - - - - - - ]   + AR
                                    [ 1.00 - DRP    ]

                  ACDR     =        Adjusted CD Rate
                  CDBR     =        CD Base Rate
                  DRP      =        Domestic Reserve Percentage
                  AR       =        Assessment Rate

         ----------
         * The amount in brackets being rounded upward, if necessary, to the
         next higher 1/100 of 1%

                  The "CD Base Rate" applicable to any Interest Period is the
rate of interest determined by the Agent to be the average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum,
bid at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on
the first day of such Interest Period by two or more New York certificate of
deposit dealers of recognized standing for the purchase at face value from
Morgan Guaranty Trust Company of New York of its certificates of deposit in an
amount comparable to the principal amount of the CD Loan of Morgan Guaranty
Trust Company of New York to which such Interest Period applies and having a
maturity comparable to such Interest Period.

                  "Domestic Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including


                                     - 17 -
<PAGE>   23
without limitation any basic, supplemental or emergency reserves) for a member
bank of the Federal Reserve System in New York City with deposits exceeding five
billion dollars in respect of new non-personal time deposits in dollars in New
York City having a maturity comparable to the related Interest Period and in an
amount of $100,000 or more. The Adjusted CD Rate shall be adjusted automatically
on and as of the effective date of any change in the Domestic Reserve
Percentage.

                  "Assessment Rate" means for any day the annual assessment rate
in effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. Section 327.3(d) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the United
States. The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Assessment Rate.

                  (c) Each Euro-Dollar Loan shall bear interest on the
         outstanding principal amount thereof, for the Interest Period
         applicable thereto, at a rate per annum equal to the sum of the
         Euro-Dollar Margin plus the applicable Adjusted London Interbank
         Offered Rate. Such interest shall be payable for each Interest Period
         on the last day thereof and, if such Interest Period is longer than
         three months, at intervals of three months after the first day thereof.

                  "Euro-Dollar Margin" means (i) 7/16 of 1% per annum for any
date on which Level I Status exists, (ii) 1/2 of 1% per annum for any date on
which Level II Status exists, (iii) 9/16 of 1% per annum for any date on which
Level III Status exists, (iv) 5/8 of 1% per annum for any date on which Level IV
Status exists and (v) 1-1/16% per annum for any date on which Level V Status
exists.

                  The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the
applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar
Reserve Percentage.

                  The "London Interbank Offered Rate" applicable to any Interest
Period means the average (rounded upward, if necessary, to the next higher 1/16
of 1%) of the respective rates per annum at which deposits in dollars are
offered to Morgan Guaranty Trust Company of New York in the London interbank
market at approximately 11:00 A.M. (London time) two Euro-Dollar Business Days
before the first day of such Interest Period in an amount approximately equal to
the principal amount of the Euro-Dollar Loan of Morgan Guaranty Trust Company of
New York to which such Interest Period is to apply and for a period of time
comparable to such Interest Period.

                  "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding


                                     - 18 -
<PAGE>   24
five billion dollars in respect of "Eurocurrency liabilities" (or in respect of
any other category of liabilities which includes deposits by reference to which
the interest rate on Euro-Dollar Loans is determined or any category of
extensions of credit or other assets which includes loans by a non-United States
office of any Bank to United States residents). The Adjusted London Interbank
Offered Rate shall be adjusted automatically on and as of the effective date of
any change in the Euro-Dollar Reserve Percentage.

                  (d) Any overdue principal of or interest on any Euro-Dollar
         Loan shall bear interest, payable on demand, for each day from and
         including the date payment thereof was due to but excluding the date of
         actual payment, at a rate per annum, equal to the sum of 2% plus the
         higher of (i) the sum of the Euro-Dollar Margin plus the Adjusted
         London Interbank Offered Rate applicable to such Loan and (ii) the
         Euro-Dollar Margin plus the quotient obtained (rounded upward, if
         necessary, to the next higher 1/100 of 1%) by dividing (x) the average
         (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
         respective rates per annum at which one day (or, if such amount due
         remains unpaid more than three Euro-Dollar Business Days, then for such
         other period of time not longer than six months as the Agent may
         select) deposits in dollars in an amount approximately equal to such
         overdue payment due to Morgan Guaranty Trust Company of New York are
         offered to Morgan Guaranty Trust Company of New York in the London
         interbank market for the applicable period determined as provided above
         by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the
         circumstances described in clause (a) or (b) of Section 8.01 shall
         exist, at a rate per annum equal to the sum of 2% plus the rate
         applicable to Base Rate Loans for such day).

                  (e) Subject to Section 8.01(a), each Money Market LIBOR Loan
         shall bear interest on the outstanding principal amount thereof, for
         the Interest Period applicable thereto, at a rate per annum equal to
         the sum of the London Interbank Offered Rate for such Interest Period
         (determined in accordance with Section 2.07(c) as if the related Money
         Market LIBOR Borrowing were a Committed Euro-Dollar Borrowing) plus (or
         minus) the Money Market Margin quoted by the Bank making such Loan in
         accordance with Section 2.03. Each Money Market Absolute Rate Loan
         shall bear interest on the outstanding principal amount thereof, for
         the Interest Period applicable thereto, at a rate per annum equal to
         the Money Market Absolute Rate quoted by the Bank making such Loan in
         accordance with Section 2.03. Such interest shall be payable for each
         Interest Period on the last day thereof and, if such Interest Period is
         longer than three months, at intervals of three months after the first
         day thereof. Any overdue principal of or interest on any Money Market
         Loan shall bear interest, payable on demand, for each day until paid at
         a rate per annum equal to the sum of 2% plus the Prime Rate for such
         day.

                  (f) The Agent shall determine each interest rate applicable to
         the Loans hereunder. The Agent shall give prompt notice to the Borrower
         and the participating Banks by telex or cable of each rate of interest
         so determined, and its determination thereof shall be conclusive in the
         absence of manifest error.


                                     - 19 -
<PAGE>   25
                  SECTION 2.08. Fees.

                  (a) Commitment Fee. During the Revolving Credit Period, the
         Company shall pay to the Agent for the account of the Banks ratably in
         proportion to their Commitments a commitment fee at the Commitment Fee
         Rate on the daily amount by which the aggregate amount of the
         Commitments exceeds the aggregate outstanding principal amount of the
         Loans. Such commitment fee shall accrue from and including the date
         hereof to but excluding the Termination Date.

                  (b) Facility Fee. The Company shall pay to the Agent for the
         account of the Banks ratably a facility fee at the Facility Fee Rate.
         Such facility fee shall accrue (i) from and including the date hereof
         to but excluding the Termination Date, on the daily aggregate amount of
         the Commitments (whether used or unused) and (ii) from and including
         the Termination Date to but excluding the date the Loans shall be
         repaid in their entirety, on the daily aggregate outstanding principal
         amount of the Loans.

                  (c) Administrative and Auction Fees. The Company shall pay to
         the Agent for its own account administrative and auction fees in the
         amounts previously agreed between them.

                  (d) Payments. Accrued fees under subsections (a) and (b) of
         this Section shall be payable quarterly on each March 15, June 15,
         September 15 and December 15, and upon the date of termination of the
         Commitments in their entirety (and, if later, the date the Loans shall
         be repaid in their entirety).

                  (e) Usage Fee. If the daily average aggregate outstanding
         amount of Committed Loans during any calendar quarter is greater than
         25% of the daily average aggregate amount of Commitments (whether drawn
         or undrawn) during such quarter, then the Company shall pay to the
         Agent for the account of the Banks ratably in proportion to their daily
         average outstanding amount of Committed Loans during such calendar
         quarter a usage fee at the Usage Fee Rate on such daily average
         aggregate outstanding amount of Committed Loans. Such usage fee shall
         be payable in arrears on the fifteenth day after the last day of the
         relevant calendar quarter.

                  SECTION 2.09. Optional Termination or Reduction of
Commitments. During the Revolving Credit Period, the Company may, upon at least
three Domestic Business Days', notice to the Agent, (i) terminate the
Commitments at any time, if no Loans are outstanding at such time or (ii)
ratably reduce from time to time by an aggregate amount of at least $10,000,000,
the aggregate amount of the Commitments in excess of the aggregate outstanding
principal amount of the Loans.

                  SECTION 2.10. Mandatory Termination of Commitments. The
Commitments shall terminate on the Termination Date, and any Loans then
outstanding (together with accrued interest thereon) shall be due and payable on
such date.


                                     - 20 -
<PAGE>   26
                  SECTION 2.11. Optional Prepayments.

                  (a) The Borrower may, upon at least one Domestic Business
         Day's notice to the Agent, prepay any Base Rate Borrowing (or any Money
         Market Borrowing bearing interest at the Prime Rate pursuant to Section
         8.01(a)) in whole at any time, or from time to time in part in amounts
         aggregating at least $5,000,000, by paying the principal amount to be
         prepaid together with accrued interest thereon to the date of
         prepayment. Each such optional prepayment shall be applied to prepay
         ratably the Loans of the several Banks included in such Borrowing.

                  (b) Except as provided in Section 8.02, no Borrower may prepay
         all or any portion of the principal amount of any Fixed Rate Loan prior
         to the maturity thereof.

                  (c) Upon receipt of a notice of prepayment pursuant to this
         Section, the Agent shall promptly notify each Bank of the contents
         thereof and of such Bank's ratable share (if any) of such prepayment
         and such notice shall not thereafter be revocable by the Borrower.

                  SECTION 2.12. General Provisions as to Payments.

                  (a) The Borrowers shall make each payment of principal of, and
         interest on, the Loans and of fees hereunder, not later than 2:00 P.M.
         (New York City time) on the date when due, in Federal or other funds
         immediately available in New York City, to the Agent at its address
         referred to in Section 11.01. The Agent will promptly distribute to
         each Bank its ratable share of each such payment received by the Agent
         for the account of the Banks. Whenever any payment of principal of, or
         interest on, the Domestic Loans or of fees shall be due on a day which
         is not a Domestic Business Day, the date for payment thereof shall be
         extended to the next succeeding Domestic Business Day. Whenever any
         payment of principal of, or interest on, the Euro-Dollar Loans shall be
         due on a day which is not a Euro-Dollar Business Day, the date for
         payment thereof shall be extended to the next succeeding Euro-Dollar
         Business Day unless such Euro-Dollar Business Day falls in another
         calendar month, in which case the date for payment thereof shall be the
         next preceding Euro-Dollar Business Day. Whenever any payment of
         principal of, or interest on, the Money Market Loans shall be due on a
         day which is not a Euro-Dollar Business Day, the date for payment
         thereof shall be extended to the next succeeding Euro-Dollar Business
         Day. If the date for any payment of principal is extended by operation
         of law or otherwise, interest thereon shall be payable for such
         extended time.

                  (b) Unless the Agent shall have received notice from a
         Borrower prior to the date on which any payment is due from such
         Borrower to the Banks hereunder that such Borrower will not make such
         payment in full, the Agent may assume that such Borrower has made such
         payment in full to the Agent on such date and the Agent may, in
         reliance upon such assumption, cause to be distributed to each Bank on
         such due date an amount equal to the amount then due such Bank. If and
         to the extent that such Borrower shall not have so made such payment,
         each Bank shall repay to the Agent forthwith on demand such amount
         distributed to such Bank together with interest thereon, for each day
         from


                                     - 21 -
<PAGE>   27
         the date such amount is distributed to such Bank until the date such
         Bank repays such amount to the Agent, at the Federal Funds Rate.

                  SECTION 2.13. Funding Losses. If a Borrower makes any payment
of principal with respect to any Fixed Rate Loan (pursuant to Article VI or VIII
or otherwise) on any day other than the last day of the Interest Period
applicable thereto, or the end of an applicable period fixed pursuant to Section
2.07(d), or if a Borrower fails to borrow any Fixed Rate Loans after notice has
been given to any Bank in accordance with Section 2.04(a), the Company shall
reimburse each Bank within 15 days after demand for any resulting loss or
expense incurred by it (or by an existing or prospective Participant in the
related Loan), including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, but excluding loss of
margin for the period after any such payment or failure to borrow, provided that
such Bank shall have delivered to the Company a certificate as to the amount of
such loss or expense, which certificate shall be conclusive in the absence of
manifest error.

                  SECTION 2.14. Computation of Interest and Fees. Interest based
on the Prime Rate hereunder shall be computed on the basis of a year of 365 days
(or 366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

                  SECTION 2.15. Withholding Tax Exemption. At least five
Domestic Business Days prior to the first date on which interest or fees are
payable hereunder for the account of any Bank, each Bank that is not
incorporated under the laws of the United States of America or a state thereof
agrees that it will deliver to each of the Company and the Agent two duly
completed copies of United States Internal Revenue Service Form 1001 or 4224,
certifying in either case that such Bank is entitled to receive payments from
the Company under this Agreement and the Notes without deduction or withholding
of any United States federal income taxes. Each Bank which so delivers a Form
1001 or 4224 further undertakes to deliver to each of the Company and the Agent
two additional copies of such form (or a successor form) on or before the date
that such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Company or the Agent, in each case certifying that such Bank is
entitled to receive payments from the Company under this Agreement and the Notes
without deduction or withholding of any United States federal income taxes,
unless an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Bank from duly completing and delivering any such form with respect
to it and such Bank advises the Company and the Agent that it is not capable of
receiving such payments without any deduction or withholding of United States
federal income tax.

                  SECTION 2.16. Judgment Currency. If for the purpose of
obtaining judgment in any court it is necessary to convert a sum due from any
Borrower hereunder or under any of the Notes in United States dollars
("dollars") into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Agent could
purchase dollars with such other


                                     - 22 -
<PAGE>   28
currency at the Agent's New York office on the Domestic Business Day preceding
that on which final judgment is given. The obligations of each Borrower in
respect of any sum due to any Bank or the Agent hereunder or under any Note
shall, notwithstanding any judgment in a currency other than dollars, be
discharged only to the extent that on the Domestic Business Day following
receipt by such Bank or the Agent (as the case may be) of any sum adjudged to be
so due in such other currency such Bank or the Agent (as the case may be) may in
accordance with normal banking procedures purchase dollars with such other
currency; if the amount of dollars so purchased is less than the sum originally
due to such Bank or the Agent, as the case may be, in dollars, each Borrower
agrees, to the fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify such Bank or the
Agent, as the case may be, against such loss, and if the amount of dollars so
purchased exceeds (a) the sum originally due to any Bank or the Agent, as the
case may be, and (b) any amounts shared with other Banks as a result of
allocations of such excess as a disproportionate payment to such Bank under
Section 11.04, such Bank or the Agent, as the case may be, agrees to remit such
excess to the appropriate Borrower.

                  SECTION 2.17. Foreign Withholding Taxes and Other Costs.

                  (a) All payments by an Eligible Subsidiary of principal of and
         interest on its Notes and of all other amounts payable under this
         Agreement are payable without deduction for or on account of any
         present or future taxes, duties or other charges levied or imposed by
         the government of any jurisdiction outside the United States of America
         or by any political sub-division or taxing authority thereof or therein
         through withholding or deduction with respect to any such payments. If
         any such taxes, duties or other charges are so levied or imposed, such
         Eligible Subsidiary will pay additional interest or will make
         additional payments in such amounts so that every net payment of
         principal of and interest on its Notes and of all other amounts payable
         by it under this Agreement, after withholding or deduction for or on
         account of any such present or future taxes, duties or other charges,
         will not be less than the amount provided for herein. Such Eligible
         Subsidiary shall furnish promptly to the Agent official receipts
         evidencing such withholding or deduction.

                  (b) If the cost to any Bank of making or maintaining any Loan
         to an Eligible Subsidiary is increased, or the amount of any sum
         received or receivable by any Bank (or its Applicable Lending Office)
         is reduced by an amount deemed by such Bank to be material, by reason
         of the fact that such Eligible Subsidiary is incorporated in, or
         conducts business in, a jurisdiction outside the United States of
         America, the Company shall indemnify such Bank for such increased cost
         or reduction within 15 days after demand by such Bank (with a copy to
         the Agent). A certificate of such Bank claiming compensation under this
         subsection (b) and setting forth the additional amount or amounts to be
         paid to it hereunder shall be conclusive in the absence of manifest
         error.

                  (c) Each Bank will promptly notify the Company and the Agent
         of any event of which it has knowledge that will entitle such Bank to
         additional interest or payments pursuant to subsection (b) and will
         designate a different Applicable Lending Office, if, in the judgment of
         such Bank, such designation will avoid the need for, or reduce the
         amount of, such compensation and will not be otherwise disadvantageous
         to such Bank.


                                     - 23 -
<PAGE>   29
                                  ARTICLE III

                                   CONDITIONS

                  SECTION 3.01. Effectiveness. This Agreement shall become
effective on the date that each of the following conditions shall have been
satisfied (or waived in accordance with Section 11.05):

                  (a) receipt by the Agent of counterparts hereof signed by each
         of the Company, the Banks and the Agent (or, in the case of any party
         as to which an executed counterpart shall not have been received,
         receipt by the Agent in form satisfactory to it of telegraphic, telex
         or other written confirmation from such party of execution of a
         counterpart hereof by such party);

                  (b) receipt by the Agent for the account of each Bank of a
         duly executed Note of the Company dated on or before the Effective Date
         complying with the provisions of Section 2.05;

                  (c) receipt by the Agent of an opinion of William A. Wise,
         Jr., Assistant General Counsel of the Company, substantially in the
         form of Exhibit E hereto and covering such additional matters relating
         to the transactions contemplated hereby as the Required Banks may
         reasonably request;

                  (d) receipt by the Agent of an opinion of Davis Polk &
         Wardwell, special counsel for the Agent, substantially in the form of
         Exhibit F hereto and covering such additional matters relating to the
         transactions contemplated hereby as the Required Banks may reasonably
         request;

                  (e) receipt by the Agent of all fees payable under Section
         2.08(c);

                  (f) receipt by the Agent of evidence satisfactory to it that
         the commitments of the banks under the $80,000,000 Credit Agreement
         dated as of December 19, 1990, as amended, among the Company and the
         banks and agent listed therein shall have been terminated and all
         amounts due and payable under such agreement shall have been paid; and

                  (g) receipt by the Agent of all documents it may reasonably
         request relating to the existence of the Company, the corporate
         authority for and the validity of this Agreement and the Notes, and any
         other matters relevant hereto, all in form and substance satisfactory
         to the Agent;

provided that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
March 26, 1993. The Agent shall promptly notify the Company and the Banks of the
Effective Date, and such notice shall be conclusive and binding on all parties
hereto.


                                     - 24 -
<PAGE>   30
                  SECTION 3.02. Borrowings. The obligation of any Bank to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

                  (a) receipt by the Agent of a Notice of Borrowing as required
         by Section 2.02 or 2.03, as the case may be;

                  (b) the fact that, immediately before and after such
         Borrowing, the aggregate outstanding principal amount of the Loans will
         not exceed the aggregate amount of the Commitments;

                  (c) the fact that, immediately before and after such
         Borrowing, no Default shall have occurred and be continuing; and

                  (d) the fact that the representations and warranties of the
         Borrower contained in this Agreement (except, in the case of a
         Refunding Borrowing, the representations and warranties set forth in
         Sections 4.04(c) and 4.05 as to any matter which has theretofore been
         disclosed in writing by the Company to the Banks) shall be true on and
         as of the date of such Borrowing.

                  Each Borrowing hereunder shall be deemed to be a
representation and warranty by the Borrower on the date of such Borrowing as to
the facts specified in clauses (b), (c) and (d) of this Section.

                  SECTION 3.03. First Borrowing by Each Eligible Subsidiary. The
obligation of each Bank to make a Loan on the occasion of the first Borrowing by
each Eligible Subsidiary is subject to the satisfaction of the following further
conditions:

                  (a) receipt by the Agent for the account of each Bank of a
         duly executed Note of such Eligible Subsidiary, dated on or before the
         date of such Borrowing complying with the provisions of Section 2.05;

                  (b) receipt by the Agent of an opinion of counsel for such
         Eligible Subsidiary acceptable to the Agent, substantially in the form
         of Exhibit I hereto and covering such additional matters relating to
         the transactions contemplated hereby as the Required Banks may
         reasonably request; and

                  (c) receipt by the Agent of all documents which it may
         reasonably request relating to the existence of such Eligible
         Subsidiary, the corporate authority for and the validity of the
         Election to Participate of such Eligible Subsidiary, this Agreement and
         the Notes of such Eligible Subsidiary, and any other matters relevant
         thereto, all in form and substance satisfactory to the Agent.

The opinion referred to in clause (b) above shall be dated no more than five
Euro-Dollar Business Days before the date of the first Borrowing by such
Eligible Subsidiary hereunder.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY


                                     - 25 -
<PAGE>   31
                  The Company represents and warrants that:

                  SECTION 4.01. Corporate Existence and Power. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts, and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.

                  SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Company of this
Agreement and its Notes are within the Company's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the articles of organization or by-laws of the Company or of
any agreement, judgment, injunction, order, decree or other instrument binding
upon the Company or result in the creation or imposition of any Lien on any
asset of the Company or any of its Subsidiaries.

                  SECTION 4.03. Binding Effect. This Agreement constitutes a
valid and binding agreement of the Company and its Notes, when executed and
delivered in accordance with this Agreement, will constitute valid and binding
obligations of the Company.

                  SECTION 4.04. Financial Information.

                  (a) The consolidated and consolidating balance sheet of the
         Company and its Consolidated Subsidiaries as of October 31, 1992 and
         the related consolidated and consolidating statements of income, cash
         flow and stockholders' equity for the fiscal year then ended, in the
         case of the consolidated statements reported on by Ernst & Young and
         set forth in the Company's 1992 Form 10-K, copies of which has been
         delivered to each of the Banks, fairly present, in conformity with
         generally accepted accounting principles, the financial position of the
         Company and its Consolidated Subsidiaries as of such date and their
         results of operations and cash flows for such fiscal year.

                  (b) The unaudited consolidated and consolidating balance sheet
         of the Company and its Consolidated Subsidiaries as of January 30, 1993
         and the related unaudited consolidated statements of income, cash flow
         and stockholders' equity for the three months then ended, copies of
         which have been delivered to each of the Banks, fairly present, in
         conformity with generally accepted accounting principles applied on a
         basis consistent with the financial statements referred to in
         subsection (a) of this Section, the financial position of the Company
         and its Consolidated Subsidiaries as of such date and their results of
         operations and cash flows for such three month period (subject to
         normal year-end adjustments).

                  (c) Since January 30, 1993 there has been no material adverse
         change in the business, financial position, results of operations or
         prospects of the Company and its Consolidated Subsidiaries, considered
         as a whole.

                  SECTION 4.05. Litigation. There is no action, suit or
proceeding pending against, or to the knowledge of the Company threatened
against or affecting, the Company or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or


                                     - 26 -
<PAGE>   32
official in which there is a reasonable possibility of an adverse decision which
could materially adversely affect the business, consolidated financial position
or consolidated results of operations of the Company and its Consolidated
Subsidiaries or which in any manner draws into question the validity of this
Agreement or the Notes.

                  SECTION 4.06. Compliance with ERISA. Each member of the ERISA
Group has fulfilled its obligations under the minimum funding standards of ERISA
and the Internal Revenue Code with respect to each Plan and is in compliance in
all material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any liability under Title IV of ERISA other than a liability to the
PBGC for premiums under Section 4007 of ERISA.

                  SECTION 4.07. Environmental Matters. In the ordinary course of
its business, the Company conducts an ongoing review of the effect of
Environmental Laws on the business, operations and properties of the Company and
its Subsidiaries, in the course of which it identifies and evaluates associated
liabilities and costs (including, without limitation, any capital or operating
expenditures required for clean-up or closure of properties presently or
previously owned, any capital or operating expenditures required to achieve or
maintain compliance with environmental protection standards imposed by law or as
a condition of any license, permit or contract, any related constraints on
operating activities, including any periodic or permanent shutdown of any
facility or reduction in the level of or change in the nature of operations
conducted thereat and any actual or potential liabilities to third parties,
including employees, and any related costs and expenses). On the basis of this
review, the Company has reasonably concluded that Environmental Laws are
unlikely to have a material adverse effect on the business, financial condition,
results of operations or prospects of the Company and its Consolidated
Subsidiaries, considered as a whole.

                  SECTION 4.08. Taxes. United States Federal income tax returns
of the Company and its Subsidiaries have been examined and closed through the
fiscal year ended November 3, 1990. The Company and its Subsidiaries have filed
all United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Company or any
Subsidiary. The charges, accruals and reserves on the books of the Company and
its Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Company, adequate.

                  SECTION 4.09. Subsidiaries. Each of the Company's corporate
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.


                                     - 27 -
<PAGE>   33
                  SECTION 4.10. Ownership and Liens. Each of the Company and its
Consolidated Subsidiaries has title to, or valid leasehold interests in, all of
its properties and assets, real and personal, including the properties and
assets, and leasehold interests reflected in the financial statements referred
to in Section 4.04 (other than any properties or assets disposed of in the
ordinary course of business), and none of the properties and assets owned by the
Company or any of its Subsidiaries and none of its leasehold interests is
subject to any Lien, except as disclosed in such financial statements or as may
be permitted hereunder.

                  SECTION 4.11. Subsidiaries and Ownership of Stock. Schedule I
is a complete and accurate list of the Subsidiaries of the Company, showing the
jurisdiction of incorporation or organization of each Subsidiary and showing the
percentage of the Company's ownership of the outstanding stock or other interest
of each such Subsidiary. All of the outstanding capital stock or other interest
of each such Subsidiary owned by the Company has been validly issued, is fully
paid and nonassessable and is owned by the Company free and clear of all Liens.

                  SECTION 4.12. Credit Arrangements. Schedule II is a complete
and correct list of all credit agreements, indentures, purchase agreements,
Guaranties, Capital Leases and other investments, agreements and arrangements
presently in effect providing for or relating to extensions of credit (including
agreements and arrangements for the issuance of letters of credit or for
acceptance financing) in respect of which the Company or any of its Subsidiaries
is in any manner directly or contingently obligated; and the maximum principal
or face amounts of the credit in question, outstanding as of January 30, 1993
and which can be outstanding, are correctly stated, and all Liens of any nature
given or agreed to be given as security therefor are correctly described or
indicated, in such Schedule; provided that for the purposes of such Schedule,
credit agreements, indentures and purchase agreements which individually have
values less than $2,000,000 and which in the aggregate do not have values
exceeding $4,000,000 may be listed in summary fashion and Guaranties and Capital
Leases having an aggregate market value of less than $6,000,000 and $14,000,000,
respectively, may be listed in summary fashion.

                  SECTION 4.13. Not an Investment Company. The Company is not an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

                  SECTION 4.14. Full Disclosure. All information heretofore
furnished by the Company to the Agent or any Bank for purposes of or in
connection with this Agreement or any transaction contemplated hereby is, and
all such information hereafter furnished by the Company to the Agent or any Bank
will be, true and accurate in all material respects on the date as of which such
information is stated or certified. The Company has disclosed to the Banks in
writing any and all facts which materially and adversely affect or may affect
(to the extent the Company can now reasonably foresee), the business, operations
or financial condition of the Company and its Consolidated Subsidiaries, taken
as a whole, or the ability of the Company to perform its obligations under this
Agreement.


                                     - 28 -
<PAGE>   34
                                    ARTICLE V

                                    COVENANTS

                  The Company agrees that, so long as any Bank has any
Commitment hereunder or any amount payable under any Note remains unpaid:

                  SECTION 5.01. Information. The Company will deliver to each of
the Banks:

                  (a) as soon as available and in any event within 120 days
         after the end of each fiscal year of the Company, a consolidated and
         consolidating balance sheet of the Company and its Consolidated
         Subsidiaries as of the end of such fiscal year and the related
         consolidated and consolidating statements of income, cash flow and
         stockholders' equity for such fiscal year, setting forth in each case
         in comparative form the figures for the previous fiscal year, in the
         case of the consolidated statements, all reported on in a manner
         acceptable to the Securities and Exchange Commission by Ernst & Young
         or other independent public accountants of nationally recognized
         standing;

                  (b) as soon as available and in any event within 60 days after
         the end of each of the first three quarters of each fiscal year of the
         Company, a consolidated and consolidating balance sheet of the Company
         and its Consolidated Subsidiaries as of the end of such quarter and the
         related consolidated statements of income and cash flow for such
         quarter and for the portion of the Company's fiscal year ended at the
         end of such quarter, setting forth in each case in comparative form the
         figures for the corresponding quarter and the corresponding portion of
         the Company's previous fiscal year, all certified (subject to normal
         year-end adjustments) as to fairness of presentation, generally
         accepted accounting principles and consistency by the chief financial
         officer or the treasurer of the Company;

                  (c) simultaneously with the delivery of each set of financial
         statements referred to in clauses (a) and (b) above, a certificate of
         the chief financial officer or the treasurer of the Company (i) setting
         forth in reasonable detail the calculations required to establish
         whether the Company was in compliance with the requirements of Sections
         5.08 to 5.13, inclusive, and 5.15 on the date of such financial
         statements and (ii) stating whether any Default exists on the date of
         such certificate and, if any Default then exists, setting forth the
         details thereof and the action which the Company is taking or proposes
         to take with respect thereto;

                  (d) simultaneously with the delivery of each set of financial
         statements referred to in clause (a) above, a statement of the firm of
         independent public accountants which reported on such statements (i)
         whether anything has come to their attention to cause them to believe
         that any Default existed on the date of such statements and (ii)
         confirming the calculations set forth in the officer's certificate
         delivered simultaneously therewith pursuant to clause (c) above;

                  (e) within ten days after any officer of the Company obtains
         knowledge of any Default, if such Default is then continuing, a
         certificate of the chief financial officer


                                     - 29 -
<PAGE>   35
         or the treasurer of the Company setting forth the details thereof and
         the action which the Company is taking or proposes to take with respect
         thereto;

                  (f) promptly upon the mailing thereof to the shareholders of
         the Company generally, copies of all financial statements, reports and
         proxy statements so mailed;

                  (g) promptly upon the filing thereof, copies of all
         registration statements (other than the exhibits thereto and any
         registration statements on Form S-8 or its equivalent) and reports on
         Forms 10-K, IO-Q and 8-K (or their equivalents) which the Company shall
         have filed with the Securities and Exchange Commission;

                  (h) if and when any member of the ERISA Group (i) gives or is
         required to give notice to the PBGC of any "reportable event" (as
         defined in Section 4043 of ERISA) with respect to any Plan which might
         constitute grounds for a termination of such Plan under Title IV of
         ERISA, or knows that the plan administrator of any Plan has given or is
         required to give notice of any such reportable event, a copy of the
         notice of such reportable event given or required to be given to the
         PBGC; (ii) receives notice of complete or partial withdrawal liability
         under Title IV of ERISA or notice that any Multiemployer Plan is in
         reorganization, is insolvent or has been terminated, a copy of such
         notice; (iii) receives notice from the PBGC under Title IV of ERISA of
         an intent to terminate, impose liability (other than for premiums under
         Section 4007 of ERISA) in respect of, or appoint a trustee to
         administer any Plan, a copy of such notice (iv) applies for a waiver of
         the minimum funding standard under Section 412 of the Internal Revenue
         Code, a copy of such application; (v) gives notice of intent to
         terminate any Plan under Section 4041(c) of ERISA, a copy of such
         notice and other information filed with the PBGC; (vi) gives notice of
         withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of
         such notice; or (vii) fails to make any payment or contribution to any
         Plan or Multiemployer Plan or in respect of any Benefit Arrangement or
         makes any amendment to any Plan or Benefit Arrangement which has
         resulted or could result in the imposition of a Lien or the posting of
         a bond or other security, a certificate of the chief financial officer
         or the treasurer of the Company setting forth details as to such
         occurrence and action, if any, which the Company or applicable member
         of the ERISA Group is required or proposes to take;

                  (i) promptly after the commencement thereof, notice of all
         actions, suits, and proceedings before any court or governmental
         department, commission, board, bureau, agency or instrumentality,
         domestic or foreign, affecting the Company or any of its Subsidiaries
         which, if determined adversely to the Company or such Subsidiary, could
         have a material adverse effect on the financial condition, properties,
         or operations of the Company and its Subsidiaries, taken as a whole;

                  (j) promptly after the furnishing thereof, copies of any,
         statement or report furnished to any other party pursuant to the terms
         of any indenture, loan or credit or similar agreement and not otherwise
         required to be furnished to the Banks pursuant to any other clause of
         this Section;


                                     - 30 -
<PAGE>   36
                  (k) promptly after such time as the Company becomes aware of
         any actual or proposed change in the rating of the Company's senior
         unsecured long-term debt securities, notice of such actual or proposed
         change; and

                  (l) from time to time such additional information regarding
         the financial position or business of the Company and its Subsidiaries
         as the Agent, at the request of any Bank, may reasonably request.

                  SECTION 5.02. Payment of Obligations. The Company will pay and
discharge, and will cause each Subsidiary to pay and discharge, at or before
maturity, all their respective material obligations and liabilities, including,
without limitation, tax liabilities, except where the same may be contested in
good faith by appropriate proceedings, and will maintain, and will cause each
Subsidiary to maintain, in accordance with generally accepted accounting
principles, appropriate reserves for the accrual of any of the same.

                  SECTION 5.03. Maintenance of Property; Insurance. (a) The
Company will keep, and will cause each Subsidiary to keep, all property useful
and necessary in its business in good working order and condition, ordinary wear
and tear and fully insured casualty excepted.

                  (b) The Company will maintain, and will cause each Subsidiary
         to maintain, insurance with financially sound and reputable insurance
         companies or associations in such amounts and covering such risks as
         are usually carried by companies engaged in the same or a similar
         business and similarly situated, which insurance may provide for
         reasonable deductibility from coverage thereof.

                  SECTION 5.04. Conduct of Business and Maintenance of
Existence. The Company will continue, and will cause each Subsidiary to
continue, to engage in business of the same general type as now conducted by the
Company and its Subsidiaries, and will preserve, renew and keep in full force
and effect and will cause each Subsidiary to preserve, renew and keep in full
force and effect their respective corporate existence and their respective
rights, privileges and franchises necessary or desirable in the normal conduct
of business; provided that nothing in this Section 5.04 shall prohibit (i) the
merger of a Subsidiary into the Company or the merger or consolidation of a
Subsidiary with or into another Person if the corporation surviving such
consolidation or merger is a Subsidiary and if, in each case, after giving
effect thereto, no Default shall have occurred and be continuing or (ii) the
termination of the corporate existence of any Subsidiary if the Company in good
faith determines that such termination is in the best interest of the Company
and is not materially disadvantageous to the Banks.

                  SECTION 5.05. Compliance with Laws. The Company will comply,
and cause each Subsidiary, to comply, in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws and
ERISA and the rules and regulations thereunder) except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings.

                  SECTION 5.06. Inspection of Property, Books and Records. The
Company will keep, and will cause each Subsidiary to keep, proper books of
record and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business


                                     - 31 -
<PAGE>   37
and activities; and will permit, and will cause each Subsidiary to permit,
representatives of any Bank at such Bank's expense to visit and inspect any of
their respective properties, to examine and make abstracts from any of their
respective books and records and to discuss their respective affairs, finances
and accounts with their respective officers, employees and independent public
accountants, all at such reasonable times and as often as may reasonably be
desired.

                  SECTION 5.07. Transactions With Affiliates. The Company will
not, and will not permit any Subsidiary to, directly or indirectly, pay any
funds to or for the account of, make any investment (whether by acquisition of
stock or indebtedness, by loan, advance, transfer of property, guarantee or
other agreement to pay, purchase or service, directly or indirectly, any
indebtedness, or otherwise) in, lease, sell, transfer or otherwise dispose of
any assets, tangible or intangible, to, or participate in, or effect any
transaction in connection with any joint enterprise or other joint arrangement
with, any Affiliate; provided, however, that the foregoing provisions of this
Section shall not prohibit (a) the Company from declaring or paying any lawful
dividend so long as, after giving effect thereto, no Default shall have occurred
and be continuing, (b) the Company or any Subsidiary from making sales to or
purchases from any Affiliate and, in connection there with, extending credit or
making payments, or from making payments for services rendered by any Affiliate,
if such sales or purchases are made or such services are rendered in the
ordinary course of business and on terms and conditions at least as favorable to
the Company or such Subsidiary as the terms and conditions which would apply in
a similar transaction with a Person not an Affiliate, (c) the Company or any
Subsidiary from making payments of principal, interest and premium on any
indebtedness of the Company or such Subsidiary held by an Affiliate if the terms
of such indebtedness are substantially as favorable to the Company or such
Subsidiary as the terms which could have been obtained at the time of the
creation of such indebtedness from a lender which was not an Affiliate and (d)
the Company or any Subsidiary from participating in, or effecting any
transaction in connection with, any joint enterprise or other joint arrangement
with any Affiliate if the Company or such Subsidiary participates in the
ordinary course of its business and on a basis no less advantageous than the
basis on which such Affiliate participates.

                  SECTION 5.08. Current Ratio. The Company shall maintain at all
times a ratio of Consolidated Current Assets to Consolidated Current Liabilities
of not less than 1.75 to 1.

                  SECTION 5.09. Leverage Ratio. The Company shall maintain at
all times a ratio of Total Liabilities to Consolidated Tangible Net Worth of not
greater than 1 to 1.

                  SECTION 5.10. Minimum Consolidated Tangible Net Worth. The
Company will at no time permit Consolidated Tangible Net Worth to be less than
the sum of (i) $288,981,000 plus (ii) 50% of consolidated net income of the
Company and its Consolidated Subsidiaries for the period from January 31, 1993
through the end of the Company's then most recent fiscal quarter (treated for
this purpose as a single accounting period) plus (iii) 50% of the net proceeds
received by the Company from the issuance and sale subsequent to January 30,
1993 of shares of any class of the capital stock of the Company; provided,
however, that in the event the Company incurs a net loss in one or more of its
fiscal quarters ending after January 30, 1993, the results of such quarter or
quarters shall be excluded in calculating consolidated net income of the Company
and its Consolidated Subsidiaries pursuant to clause (ii) above.


                                     - 32 -
<PAGE>   38
                  SECTION 5.11. Restricted Payments. Neither the Company nor any
Subsidiary will declare or make any Restricted Payment unless, after giving
effect thereto, the aggregate of all Restricted Payments declared or made
subsequent to January 30, 1993 does not exceed the sum of $29,734,000 plus 50%
of the consolidated net income of the Company and its Consolidated Subsidiaries
for the period from January 31, 1993 through the end of the Company's then most
recent fiscal quarter (treated for this purpose as a single accounting period).
Nothing in this Section shall prohibit the payment of any dividend or
distribution within 45 days after the declaration thereof if such declaration
was not prohibited by this Section.

                  SECTION 5.12. Investments. The Company will not make, or
permit any of its Subsidiaries to make, any loan or advance to any Person or
purchase or otherwise acquire, or permit any such Subsidiary to purchase or
otherwise acquire, any capital stock, assets, obligations or other securities
of, make any capital contribution to, or otherwise invest in, or acquire any
interest in, any Person (all such transactions being herein called
"Investments"), except:

                  (a) Investments in Liquid Assets;

                  (b) Investments in the Company or any or its Consolidated
         Subsidiaries;

                  (c) Investments in accounts, contract rights and general
         intangibles (as defined in the Uniform Commercial Code) or notes or
         other instruments receivable, arising from the sale, lease or other
         furnishings of goods or services by the Company or any Subsidiary in
         the ordinary course of its business;

                  (d) Investments in equity interests (including stocks and
         convertible debt securities) of corporations which do not become
         Consolidated Subsidiaries made with the proceeds of the issuance of
         stock by the Company;

                  (e) Acquisitions permitted by Section 5.15;

                  (f) Investments (including stocks, equity interests and
         convertible debt securities) of corporations that do not become
         Consolidated Subsidiaries made with the proceeds of the sale or other
         disposition of any capitalized Investment permitted by clause (d),
         providing the Company gives the Banks notice of such Investment under
         this clause; and

                  (g) additional Investments not exceeding in the aggregate at
         any one time outstanding $20,000,000.

                  SECTION 5.13. Negative Pledge. Neither the Company nor any
Subsidiary will create, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except:

                  (a) Liens in favor of the Banks securing the Loans hereunder;


                                     - 33 -
<PAGE>   39
                  (b) Liens for taxes or assessments or other government charges
         or levies if not yet due and payable or if due and payable if they are
         being contested in good faith by appropriate proceedings and for which
         appropriate reserves are maintained;

                  (c) Liens imposed by law, such as mechanic's, materialmen's,
         landlord's, warehousemen's and carrier's Liens, and other similar
         Liens, securing obligations incurred in the ordinary course of business
         which are not past due for more than 30 days, or which are being
         contested in good faith by appropriate proceedings and for which
         appropriate reserves have been established;

                  (d) Liens under workmen's compensation, unemployment
         insurance, social security or similar legislation;

                  (e) Liens, deposits or pledges to secure the performance of
         bids, tenders, contracts (other than contracts for the payment of
         money), leases (permitted under the terms of this Agreement), public or
         statutory obligations, surety, stay, appeal, indemnity, performance or
         other similar bonds, or other similar obligations arising in the
         ordinary course of business;

                  (f) judgment and other similar Liens arising in connection
         with court proceedings; provided that the execution or other
         enforcement of such Liens is effectively stayed and the claims secured
         thereby are being actively contested in good faith and by appropriate
         proceedings;

                  (g) easements, rights-of-way, restrictions and other similar
         encumbrances which, in the aggregate, do not materially interfere with
         the occupation, use and enjoyment by the Company or any such Subsidiary
         of the property assets encumbered thereby in the normal course of its
         business or materially impair the value of the property subject
         thereto;

                  (h) Liens securing obligations of such a Subsidiary to the
         Company or another such Subsidiary;

                  (i) Liens set forth in Schedule III; and

                  (j) Liens not otherwise permitted by the foregoing clauses of
         this Section securing indebtedness in an aggregate principal amount at
         any one time outstanding not to exceed 30% of Consolidated Tangible Net
         Worth.

                  SECTION 5.14. Consolidations, Mergers and Sales of Assets. The
Company will not merge or consolidate with or sell, assign, lease or otherwise
dispose of (whether in one transaction or in a series of transactions) all or
any substantial part of its assets (whether now owned or hereafter acquired), to
any Person, or acquire all or substantially all of the assets or the business of
any Person, or permit any of its Subsidiaries to do so, except that: (a) any
such Subsidiary may merge into or transfer assets to the Company; (b) any
Subsidiary may merge into or consolidate with or transfer assets to any other
Subsidiary; and (c) the Company may effect any Acquisition permitted by Section
5.15.


                                     - 34 -
<PAGE>   40
                  SECTION 5.15. Acquisitions. The Company shall not, and shall
not permit any of the Subsidiaries to, consummate any Acquisition, or sell,
lease, assign or otherwise dispose of (whether in one transaction or in a series
of related transactions) all or Any substantial part of its assets, whether now
owned or hereafter acquired, or be a party to any merger or consolidation,
except that:

                  (a) the Company and its Subsidiaries may sell inventory or
         used or surplus equipment in the ordinary course of business; and

                  (b) the Company and any of the Subsidiaries may consummate any
         Acquisition (including any Acquisition by way of merger); provided
         that: (i) with respect to any such Acquisition the Company shall
         provide to the Banks twenty (20) days or more prior written notice
         thereof; (ii) with respect to all such Acquisitions the aggregate
         value, on a current market value basis (determined at the time of each
         such Acquisition), of the consideration therefor paid and to be paid by
         the Company and Subsidiaries shall not exceed 33 1/3% of Consolidated
         Tangible Net worth as of the end of the immediately preceding fiscal
         quarter; (iii) after giving effect to such Acquisition, the Company
         shall be in compliance with all of the terms and conditions hereof;
         (iv) the Company or such Subsidiary consummating such Acquisition shall
         not, after giving effect to such Acquisition, be in violation of
         Section 5.04; (v) no such Acquisition shall have a material adverse
         effect on the financial condition of the Company and the Subsidiaries
         taken as a whole; and (vi) in respect of each such Acquisition, the
         Company or such Subsidiary shall be the surviving or continuing entity.

                  SECTION 5.16. Use of Proceeds. The proceeds of the Loans made
under this Agreement will be used by the Borrowers for general corporate
purposes. None of such proceeds will be used, directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of buying or carrying any
"margin stock" within the meaning of Regulation U.

                                   ARTICLE VI

                                    DEFAULTS

                  SECTION 6.01. Events of Default. If one or more of the
following events ("Events of Default") shall have occurred and be continuing:

                  (a) any principal of any Loan shall not be paid when due, or
         any interest, any fees or any other amount payable hereunder shall not
         be paid within three days of the due date thereof;

                  (b) the Company shall fail to observe or perform any covenant
         contained in Sections 5.07 to 5.16, inclusive;

                  (c) any Borrower shall fail to observe or perform any covenant
         or agreement contained in this Agreement (other than those covered by
         clause (a) or (b) above) for 10 days after written notice thereof has
         been given to the Company by the Agent at the request of any Bank;


                                     - 35 -
<PAGE>   41
                  (d) any representation, warranty, certification or statement
         made by any Borrower in this Agreement or in any certificate, financial
         statement or other document delivered pursuant to this Agreement shall
         prove to have been incorrect in any material respect when made (or
         deemed made);

                  (e) the Company or any Subsidiary shall fail to make payment
         in respect of any Material Debt when due or within any applicable grace
         period;

                  (f) any event or condition shall occur which results in the
         acceleration of the maturity of any Material Debt or enables (or, with
         the giving of notice or lapse of time or both, would enable) the holder
         of such Debt or any Person acting on such holder's behalf to accelerate
         the maturity thereof;

                  (g) the Company or any Subsidiary shall commence a voluntary
         case or other proceeding seeking liquidation, reorganization or other
         relief with respect to itself or its debts under any bankruptcy,
         insolvency or other similar law now or hereafter in effect or seeking
         the appointment of a trustee, receiver, liquidator, custodian or other
         similar official of it or any substantial part of its property, or
         shall consent to any such relief or to the appointment of or taking
         possession by any such official in an involuntary case or other
         proceeding commenced against it, or shall make a general assignment for
         the benefit of creditors, or shall fail generally to pay its debts as
         they become due, or shall take any corporate action to authorize any of
         the foregoing;

                  (h) an involuntary case or other proceeding shall be commenced
         against the Company or any Subsidiary seeking liquidation,
         reorganization or other relief with respect to it or its debts under
         any bankruptcy, insolvency or other similar law now or hereafter in
         effect or seeking the appointment of a trustee, receiver, liquidator,
         custodian or other similar official of it or any substantial part of
         its property, and such involuntary case or other proceeding shall
         remain undismissed and unstayed for a period of 60 days; or an order
         for relief shall be entered against the Company or any Subsidiary under
         the federal bankruptcy laws as now or hereafter in effect;

                  (i) any member of the ERISA Group shall fail to pay when due
         an amount or amounts aggregating in excess of $500,000 which it shall
         have become liable to pay under Title IV of ERISA; or notice of intent
         to terminate a Material Plan shall be filed under Title IV of ERISA by
         any member of the ERISA Group, any plan administrator or any
         combination of the foregoing; or the PBGC shall institute proceedings
         under Title IV of ERISA to terminate, to impose liability (other than
         for premiums under Section 4007 of ERISA) in respect of, or to cause a
         trustee to be appointed to administer any Material Plan; or a condition
         shall exist by reason of which the PBGC would be entitled to obtain a
         decree adjudicating that any Material Plan must be terminated; or there
         shall occur a complete or partial withdrawal from, or a default, within
         the meaning of Section 4219(c)(5) of ERISA, with respect to, one or
         more Multiemployer Plans which could cause one or more members of the
         ERISA Group to incur a current payment obligation in excess of
         $500,000;


                                     - 36 -
<PAGE>   42
                  (j) one or more judgments or orders for the payment of money
         in excess of $750,000 in the aggregate shall be rendered against the
         Company or any Subsidiary and such judgment or order shall continue
         unsatisfied and unstayed for a period of 30 days; or

                  (k) any person or group of persons (within the meaning of
         Section 13 or 14 of the Securities Exchange Act of 1934, as amended)
         shall have acquired beneficial owner-ship (within the meaning of Rule
         13d-3 promulgated by the Securities and Exchange Commission under said
         Act) of 50% or more of the outstanding shares of common stock of the
         Company; or, during any period of 12 consecutive calendar months,
         individuals who were directors of the Company on the first day of such
         period shall cease to constitute a majority of the board of directors
         of the Company (other than as a result of the death of one or more such
         individuals);

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Company
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding Notes evidencing more than 50% in aggregate principal
amount of the Loans, by notice to the Company declare the Notes (together with
accrued interest thereon) to be, and the Notes shall thereupon become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by each Borrower; provided that in
the case of any of the Events of Default specified in clause (g) or (h) above
with respect to any Borrower, without any notice to any Borrower or any other
act by the Agent or the Banks, the Commitments shall thereupon terminate and the
Notes (together with accrued interest thereon) shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by each Borrower.

                  SECTION 6.02. Notice of Default. The Agent shall give notice
to the Company under Section 6.01(c) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.

                                   ARTICLE VII

                                    THE AGENT

                  SECTION 7.01. Appointment and Authorization. Each Bank
irrevocably appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the Notes as are
delegated to the Agent by the terms hereof or thereof, together with all such
powers as are reasonably incidental thereto.

                  SECTION 7.02. Agent and Affiliates. Morgan Guaranty Trust
Company of New York shall have the same rights and powers under this Agreement
as any other Bank and may exercise or refrain from exercising the same as though
it were not the Agent, and Morgan Guaranty Trust Company of New York and its
affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with any Borrower or any Subsidiary or affiliate of any
Borrower as if it were not the Agent hereunder.


                                     - 37 -
<PAGE>   43
                  SECTION 7.03. Action by Agent. The obligations of the Agent
hereunder are only those expressly set forth herein. Without limiting the
generality of the foregoing, the Agent shall not be required to take any action
with respect to any Default, except as expressly provided in Article VI.

                  SECTION 7.04. Consultation with Experts. The Agent may consult
with legal counsel (who may be counsel for any Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

                  SECTION 7.05. Liability of Agent. Neither the Agent nor any of
its directors, officers, agents, or employees shall be liable for any action
taken or not taken by it in connection herewith (i) with the consent or at the
request of the Required Banks or (ii) in the absence of its own gross negligence
or willful misconduct. Neither the Agent nor any of its directors officers,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into or verify (i) any statement, warranty or representation made in
connection with this Agreement or any borrowing hereunder; (ii) the performance
or observance of any of the covenants or agreements of any Borrower; (iii) the
satisfaction of any condition specified in Article III, except receipt of items
required to be delivered to the Agent; or (iv) the validity, effectiveness or
genuineness of this Agreement, the Notes or any other instrument or writing
furnished in connection herewith. The Agent shall not incur any liability by
acting in reliance upon any notice, consent, certificate, statement, or other
writing (which may be a bank wire, telex or similar writing) believed by it to
be genuine or to be signed by the proper party or parties.

                  SECTION 7.06. Indemnification. Each Bank shall, ratably in
accordance with its Commitment, indemnify the Agent (to the extent not
reimbursed by the Borrowers) against any cost, expense (including counsel fees
and disbursements), claim, demand, action, loss or liability (except such as
result from the Agent's gross negligence or willful misconduct) that the Agent
may suffer or incur in connection with this Agreement or any action taken or
omitted by the Agent hereunder.

                  SECTION 7.07. Credit Decision. Each Bank acknowledges that it
has, independently and without reliance upon the Agent or any other Bank, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

                  SECTION 7.08. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Banks and the Company. Upon any
such resignation, the Required Banks shall have the right, with the consent of
the Company, to appoint a successor Agent. If no successor Agent shall have been
so appointed by the Required Banks and consented to by the Company, and shall
have accepted such appointment, within 30 days after the retiring Agent gives
notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at


                                     - 38 -
<PAGE>   44
least $50,000,000. Upon the acceptance of its appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation hereunder as Agent, the provisions of this Article
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent.

                  SECTION 7.09. Agent's Fee. The Borrower shall pay to the Agent
for its own account fees in the amounts and at the times previously agreed upon
between the Borrower and the Agent.

                                   ARTICLE VIII

                             CHANGE IN CIRCUMSTANCES

                  SECTION 8.01. Basis for Determining Interest Rate Inadequate
or Unfair. If on or prior to the first day of any Interest Period for any Fixed
Rate Borrowing:

                  (a) the Agent is advised by Morgan Guaranty Trust Company of
         New York that deposits in dollars (in the applicable amounts) are not
         being offered to Morgan Guaranty Trust Company of New York in the
         relevant market for such Interest Period, or

                  (b) in the case of a Committed Borrowing, Banks having more
         than 50% of the aggregate amount of the Commitments advise the Agent
         that the Adjusted CD Rate or the Adjusted London Interbank Offered
         Rate, as the case may be, as determined by the Agent will not
         adequately and fairly reflect the cost to such Banks of funding their
         CD Loans or Euro-Dollar Loans, as the case may be, for such Interest
         Period,

the Agent shall forthwith give notice thereof to the Company and the Banks,
whereupon until the Agent notifies the Company that the circumstances giving
rise to such suspension no longer exist, the obligations of the Banks to make CD
Loans or Euro-Dollar Loans, as the case may be, shall be suspended. Unless the
Borrower notifies the Agent at least two Domestic Business Days before the date
of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been
given that it elects not to borrow on such date, (i) if such Fixed Rate
Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market
LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Prime Rate for such
day.

                  SECTION 8.02. Illegality. If, on or after the date of this
Agreement, the adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Euro-Dollar Lending Office) with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency shall
make it unlawful or impossible for any Bank (or its Euro-Dollar Lending Office)
to make, maintain or


                                     - 39 -
<PAGE>   45
fund its Euro-Dollar Loans to any Borrower and such Bank shall so notify the
Agent, the Agent shall forthwith give notice thereof to the other Banks and the
Company, whereupon until such Bank notifies the Company and the Agent that the
circumstances giving rise to such suspension no longer exist, the obligation of
such Bank to make Euro-Dollar Loans to such Borrower shall be suspended. Before
giving any notice to the Agent pursuant to this Section, such Bank shall
designate a different Euro-Dollar Lending Office if such designation will avoid
the need for giving such notice and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. If such Bank shall determine that it may
not lawfully continue to maintain and fund any of its outstanding Euro-Dollar
Loans to such Borrower to maturity and shall so specify in such notice, such
Borrower shall immediately prepay in full the then outstanding principal amount
of each such Euro-Dollar Loan, together with accrued interest thereon.
Concurrently with prepaying each such Euro-Dollar Loan, such Borrower shall
borrow a Base Rate Loan in an equal principal amount from such Bank (on which
interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Banks), and such Bank shall make such a Base Rate
Loan.

                  SECTION 8.03. Increased Cost and Reduced Return. (a) If on or
after (x) the date hereof, in the case of any Committed Loan or any obligation
to make Committed Loans or (y) the date of the related Money Market Quote, in
the case of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Applicable Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

                  (i) shall subject any Bank (or its Applicable Lending Office)
         to any tax, duty or other charge with respect to its Fixed Rate Loans,
         its Note or its obligation to make Fixed Rate Loans, or shall change
         the basis of taxation of payments to any Bank (or its Applicable
         Lending Office) of the principal of or interest on its Fixed Rate Loans
         or any other amounts due under this Agreement in respect of its Fixed
         Rate Loans or its obligation to make Fixed Rate Loans (except for
         changes in the rate of tax on the overall net income of such Bank or
         its Applicable Lending Office imposed by the jurisdiction in which such
         Bank's principal executive office or Applicable Lending Office is
         located); or

                  (ii) shall impose, modify or deem applicable any reserve,
         special deposit or similar requirement (including, without limitation,
         any such requirement imposed by the Board of Governors of the Federal
         Reserve System, but excluding (A) with respect to any CD Loan any such
         requirement included in an applicable Domestic Reserve Percentage and
         (B) with respect to any Euro-Dollar Loan any such requirement included
         in an applicable Euro-Dollar Reserve Percentage) against assets of,
         deposits with or for the account of, or credit extended by, any Bank
         (or its Applicable Lending Office) or shall impose on any Bank (or its
         Applicable Lending Office) or on the United States market for
         certificates of deposit or the London interbank market any other
         condition affecting its Fixed Rate Loans, its Note or its obligation to
         make Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or
to reduce the amount of any


                                     - 40 -
<PAGE>   46
sum received or receivable by such Bank (or its Applicable Lending Office) under
this Agreement or under its Note with respect thereto, by an amount deemed by
such Bank to be material, then, within 15 days after demand by such Bank (with a
copy to the Agent), the Company shall pay to such Bank such additional amount or
amounts as will compensate such Bank for such increased cost or reduction.

                  (b) If any Bank shall have determined that, after the date
         hereof, the adoption of any applicable law, rule or regulation
         regarding capital adequacy, or any change therein, or any change in the
         interpretation or administration thereof by any governmental authority,
         central bank or comparable agency charged with the interpretation or
         administration thereof, or any request or directive regarding capital
         adequacy (whether or not having the force of law) of any such
         authority, central bank or comparable agency, has or would have the
         effect of reducing the rate of return on capital of such Bank (or its
         Parent) as a consequence of such Bank's obligations hereunder to a
         level below that which such Bank (or its Parent) could have achieved
         but for such adoption, change, request or directive (taking into
         consideration its policies with respect to capital adequacy) by an
         amount deemed by such Bank to be material, then from time to time,
         within 15 days after demand by such Bank (with a copy to the Agent),
         the Company shall pay to such Bank such additional amount or amounts as
         will compensate such Bank (or its Parent) for such reduction.

                  (c) Each Bank will promptly notify the Company and the Agent
         of any event of which it has knowledge, occurring after the date
         hereof, which will entitle such Bank to compensation pursuant to this
         Section and will designate a different Applicable Lending Office if
         such designation will avoid the need for, or reduce the amount of, such
         compensation and will not, in the judgment of such Bank, be otherwise
         disadvantageous to such Bank. A certificate of any Bank claiming
         compensation under this Section and setting forth the additional amount
         or amounts to be paid to it hereunder shall be conclusive in the
         absence of manifest error. In determining such amount, such Bank may
         use any reasonable averaging and attribution methods.

                  SECTION 8.04. Base Rate Loans Substituted for Affected Fixed
Rate Loans. If (i) the obligation of any Bank to make Euro-Dollar Loans to any
Borrower has been suspended pursuant to Section 8.02 or (ii) any Bank has
demanded compensation under Section 8.03(a) and the Borrower shall, by at least
five Euro-Dollar Business Days' prior notice to such Bank through the Agent,
have elected that the provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Company that the circumstances giving
rise to such suspension or demand for compensation no longer apply:

                  (a) all Loans to such Borrower which would otherwise be made
         by such Bank as CD Loans or Euro-Dollar Loans, as the case may be,
         shall be made instead as Base Rate Loans (on which interest and
         principal shall be payable contemporaneously with the related Fixed
         Rate Loans of the other Banks), and

                  (b) after each of its CD Loans or Euro Loans, as the case may
         be, to such Borrower has been repaid, all payments of principal which
         would otherwise be applied to repay such Fixed Rate Loans shall be
         applied to repay its Base Rate Loans instead.


                                     - 41 -
<PAGE>   47
                  SECTION 8.05. HLT Classification. If, after the date hereof,
the Agent determines that, or the Agent is advised by any Bank that such Bank
has received notice from any governmental authority, central bank or comparable
agency having jurisdiction over such Bank that, Loans hereunder are classified
as a "highly leveraged transaction" (an "HLT Classification"), the Agent shall
promptly give notice of such HLT Classification to the Company and the other
Banks. The Agent, the Banks and the Company shall commence negotiations in good
faith to agree on the extent to which fees, interest rates and/or margins
hereunder should be increased so as to reflect such HLT Classification. If the
Company and Banks having more than 50% in aggregate amount of the Commitments
agree on the amount of such increase or increases, this Agreement may be amended
to give effect to such increase or increases as provided in Section 11.05. If
the Company and Banks having more than 50% in aggregate amount of the
Commitments fail to so agree within 45 days after notice is given by the Agent
as provided above, then the Agent shall, if requested by Banks having 50% or
more in aggregate amount of the Commitments, by notice to the Company terminate
the Commitments and they shall thereupon terminate and the Borrowers shall repay
each outstanding Loan at the end of the Interest Period applicable thereto. The
Banks acknowledge that an HLT Classification is not a Default or an Event of
Default hereunder.

                                   ARTICLE IX

             REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

                  Each Eligible Subsidiary shall be deemed by the execution and
delivery of its Election to Participate to have represented and warranted as of
the date thereof that:

                  SECTION 9.01. Corporate Existence and Power. It is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation and a Wholly-Owned Consolidated
Subsidiary of the Company.

                  SECTION 9.02. Corporate and Governmental Authorization;
Contravention. The execution and delivery by it of its Election to Participate
and its Notes, and the performance by it of this Agreement and its Notes, are
within its corporate powers, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any
governmental body, agency or official and do not contravene, or constitute a
default under, any provision of applicable law or regulation or of its
certificate or incorporation or by-laws or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the Company or such
Eligible Subsidiary result in the creation or imposition of any Lien on any
asset of the Company or any of its Subsidiaries.

                  SECTION 9.03. Binding Effect. This Agreement constitutes a
valid and binding agreement of such Eligible Subsidiary and its Notes, when
executed and delivered in accordance with this Agreement, will constitute valid
and binding obligations of such Eligible Subsidiary.

                  SECTION 9.04. Taxes. Except as disclosed in such Election to
Participate, there is no income, stamp or other tax of any country, or any
taxing authority thereof or therein, imposed by or in the nature of withholding
or otherwise, which is imposed on any payment to be


                                     - 42 -
<PAGE>   48
made by such Eligible Subsidiary pursuant hereto or on its Notes, or is imposed
on or by virtue of the execution, delivery or enforcement of its Election to
Participate or of its Notes.

                                   ARTICLE X

                                    GUARANTY

                  SECTION 10.01. The Guaranty. The Company hereby
unconditionally guarantees the full and punctual payment (whether at stated
maturity, upon acceleration or otherwise) of the principal of and interest on
each Note issued by any Eligible Subsidiary pursuant to this Agreement, and the
full and punctual payment of all other amounts payable by any Eligible
Subsidiary under this Agreement. Upon failure by any Eligible Subsidiary to pay
punctually any such amount, the Company shall forthwith on demand pay the amount
not so paid at the place and in the manner specified in this Agreement.

                  SECTION 10.02. Guaranty Unconditional. The obligation of the
Company hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

                  (i) any extension, renewal, settlement, com-promise, waiver or
         release in respect of any obligation of any Eligible Subsidiary under
         this Agreement or any Note, by operation of law or otherwise;

                  (ii) any modification or amendment of or supplement to this
         Agreement or any Note;

                  (iii) any release, non-perfection or invalidity of any direct
         or indirect security for any obligation of any Eligible Subsidiary
         under this Agreement or any Note;

                  (iv) any change in the corporate existence, structure or
         ownership of any Eligible Subsidiary, or any insolvency, bankruptcy,
         reorganization or other similar proceeding affecting any Eligible
         Subsidiary or its assets or any resulting release or discharge of any
         obligation of any Eligible Subsidiary contained in this Agreement or
         any Note;

                  (v) the existence of any claim, set-off or other rights which
         the Company may have at any time against any Eligible Subsidiary, the
         Agent, any Bank or any other Person, whether in connection herewith or
         any unrelated transactions, provided that nothing herein shall prevent
         the assertion of any such claim by separate suit or compulsory
         counterclaim;

                  (vi) any invalidity or unenforceability relating to or against
         any Eligible Subsidiary for any reason of this Agreement or any Note,
         or any provision of applicable law or-regulation purporting to prohibit
         the payment by any Eligible Subsidiary of the principal of or interest
         on any Note or any other amount payable by it under this Agreement; or


                                     - 43 -
<PAGE>   49
                  (vii) any other act or omission to act or delay of any kind by
         any Eligible Subsidiary, the Agent, any Bank or any other Person or any
         other circumstance whatsoever which might, but for the provisions of
         this paragraph, constitute a legal or equitable discharge of the
         Company's obligations hereunder.

                  SECTION 10.03. Discharge Only Upon Payment In Full;
Reinstatement In Certain Circumstances. The Company's obligations hereunder
shall remain in full force and effect until the Commitments shall have
terminated and the principal of and interest on the Notes and all other amounts
payable by the Company and each Eligible Subsidiary under this Agreement shall
have been paid in full. If at any time any payment of the principal of or
interest on any Note or any other amount payable by any Eligible Subsidiary
under this Agreement is rescinded or must be otherwise restored or returned upon
the insolvency, bankruptcy or reorganization of any Eligible Subsidiary or
otherwise, the Company's obligations hereunder with respect to such payment
shall be reinstated at such time as though such payment had been due but not
made at such time.

                  SECTION 10.04. Waiver by the Company. The Company irrevocably
waives acceptance hereof, presentment, demand, protest and any notice not
provided for herein, as well as any requirement that at any time any action be
taken by any Person against any Eligible Subsidiary or any other Person.

                  SECTION 10.05. Subrogation. The Company irrevocably waives any
and all rights to which it may be entitled, by operation of law or otherwise,
upon making any payment hereunder to be subrogated to the rights of the payee
against an Eligible Subsidiary with respect to such payment or otherwise to be
reimbursed, indemnified or exonerated by an Eligible Subsidiary in respect
thereof.

                  SECTION 10.06. Stay of Acceleration. In the event that
acceleration of the time for payment of any amount payable by any Eligible
Subsidiary under this Agreement or its Notes is stayed upon insolvency,
bankruptcy or reorganization of such Eligible Subsidiary, all such amounts
otherwise subject to acceleration under the terms of this Agreement shall
nonetheless be payable by the Company hereunder forthwith on demand by the Agent
made at the request of the Required Banks.

                                   ARTICLE XI

                                  MISCELLANEOUS

                  SECTION 11.01. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile transmission or similar writing) and shall be given to such
party: (x) in the case of any Borrower or the Agent, at its address or telex
number set forth on the signature pages hereof (or, in the case of an
Eligibility Subsidiary, its Election to Participate), (y) in the case of any
Bank, at its address or telex number set forth in its Administrative
Questionnaire or (z) in the case of any party, such other address or telex
number as such party may hereafter specify for the purpose by notice to the
Agent and the Company. Each such notice, request or other communication shall be
effective (i) if given by telex, when such telex is transmitted to the telex
number specified in this Section and the


                                     - 44 -
<PAGE>   50
appropriate answerback is received, (ii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iii) if given by any other means, when delivered at
the address specified in this Section; provided that notices to the Agent under
Article II or Article VIII shall not be effective until received.

                  SECTION 11.02. No Waivers. No failure or delay by the Agent or
any Bank in exercising any right, power or privilege hereunder or under any Note
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

                  SECTION 11.03. Expenses; Documentary Taxes; Indemnification.
(a) The Company shall pay (i) all out-of-pocket expenses of the Agent, including
fees and disbursements of special counsel for the Agent, in connection with the
preparation of any waiver or consent hereunder or any amendment hereof or any
Default or alleged Default hereunder and (ii) if an Event of Default occurs, all
out-of-pocket expenses incurred by the Agent and each Bank, including fees and
disbursements of counsel, and all allocated costs of in-house counsel, in
connection with such Event of Default and collection, bankruptcy, insolvency and
other enforcement proceedings resulting therefrom. The Company shall indemnify
each Bank against any transfer taxes, documentary taxes, assessments or charges
made by any governmental authority by reason of the execution and delivery of
this Agreement, any Election to Participate or Election to Terminate or any
Note.

                  (b) The Company agrees to indemnify each Bank and hold each
         Bank harmless from and against any and all liabilities, losses,
         damages, costs and expenses of any kind, including, without limitation,
         the reasonable fees and disbursements of counsel, which may be incurred
         by any Bank (or by the Agent in connection with its actions as Agent
         hereunder) in connection with any investigative, administrative or
         judicial proceeding (whether or not such Bank shall be designated a
         party thereto) relating to or arising out of this Agreement or any
         actual or proposed use of proceeds of Loans hereunder; provided that no
         Bank shall have the right to be indemnified hereunder for its own gross
         negligence or willful misconduct as determined by a court of competent
         jurisdiction.

                  SECTION 11.04. Sharing of Set-Offs. Each Bank agrees that if
it shall, by exercising any right of set-off or counterclaim or otherwise,
receive payment of a proportion of the aggregate amount of principal and
interest due with respect to any Note held by it which is greater than the
proportion received by any other Bank in respect of the aggregate amount of
principal and interest due with respect to any Note held by such other Bank, the
Bank receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and such other adjustments
shall be made, as may be required so that all such payments of principal and
interest with respect to the Notes held by the Banks shall be shared by the
Banks pro rata; provided that nothing in this Section shall impair the right of
any Bank to exercise any right of set-off or counterclaim it may have and to
apply the amount subject to such exercise to the payment of indebtedness of a
Borrower other than its indebtedness hereunder. Each Borrower agrees, to the
fullest extent it may effectively do so under applicable law, that any holder of
a participation in a Note, whether or not acquired pursuant to the foregoing


                                     - 45 -
<PAGE>   51
arrangements, may exercise rights of set-off or counterclaim and other rights
with respect to such participation as fully as if such holder of a participation
were a direct creditor of such Borrower in the amount of such participation.

                  SECTION 11.05. Amendments and Waivers. Any provision of this
Agreement or the Notes may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Company and the Required Banks
(and, if the rights or duties of the Agent are affected thereby, by the Agent);
provided that no such amendment or waiver shall, unless signed by all the Banks,
(i) increase or decrease the Commitment of any Bank (except for a ratable
decrease in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any
fees hereunder, except as provided below, (iii) postpone the date fixed for any
payment of principal of or interest on any Loan or any fees hereunder or for any
reduction or termination of any Commitment or (iv) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Notes, or the
number of Banks, which shall be required for the Banks or any of them to take
any action under this Section or any other provision of this Agreement;
provided, further, that this Agreement may be amended to give effect to any
increased fees, interest rates and/or margins agreed upon pursuant to Section
8.05 or to reduce or rescind any such increases previously agreed upon pursuant
to Section 8.05, if such amendment is in writing and is signed by the Company
and Banks having more than 50% in aggregate amount of the Commitments; and
provided further that no such amendment, waiver or modification shall, unless
signed by an Eligible Subsidiary, (w) subject such Eligible Subsidiary to any
additional obligation, (x) increase the principal of or rate of interest on any
outstanding Loan of such Eligible Subsidiary, (y) accelerate the stated maturity
of any outstanding Loan of such Eligible Subsidiary or (z) change this proviso.

                  SECTION 11.06. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that no Borrower may
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Banks.

                  (b) Any Bank may at any time grant to one or more banks or
         other institutions (each a "Participant") participating interests in
         its Commitment or any or all of its Loans. In the event of any such
         grant by a Bank of a participating interest to a Participant, whether
         or not upon notice to the Borrowers and the Agent, such Bank shall
         remain responsible for the performance of its obligations hereunder,
         and the Borrowers and the Agent shall continue to deal solely and
         directly with such Bank in connection with such Bank's rights and
         obligations under this Agreement. Any agreement pursuant to which any
         Bank may grant such a participating interest shall provide that such
         Bank shall retain the sole right and responsibility to enforce the
         obligations of the Borrowers hereunder including, without limitation,
         the right to approve any amendment, modification or waiver of any
         provision of this Agreement; provided that such participation agreement
         may provide that such Bank will not agree to any modification,
         amendment or waiver of this Agreement described in clause (i), (ii) or
         (iii) of Section 11.05 without the consent of the Participant. The
         Borrowers agree that each Participant shall, to the extent provided in
         its participation agreement, be entitled to the benefits of Article
         VIII with respect to its participating interest. An assignment or other
         transfer which is not permitted by


                                     - 46 -
<PAGE>   52
         subsection (c) or (d) below shall be given effect for purposes of this
         Agreement only to the extent of a participating interest granted in
         accordance with this subsection (b).

                  (c) Any Bank may at any time assign to one or more other
         institutions (each an "Assignee") all, or a proportionate part of all,
         of its rights and obligations under this Agreement and the Notes, and
         such Assignee shall assume such rights and obligations, pursuant to an
         Assignment and Assumption Agreement in substantially the form of
         Exhibit J hereto executed by such Assignee and such transferor Bank,
         with (and subject to) the subscribed consent of the Company and the
         Agent; provided that (i) the amount of Loans or Commitments assigned
         equals or exceeds $10,000,000, (ii) if an Assignee is an affiliate of
         such transferor Bank, no such consent shall be required and (iii) such
         assignment may, but need not, include rights of the transferor Bank in
         respect of outstanding Money Market Loans. Upon execution and delivery
         of such instrument and payment by such Assignee to such transferor Bank
         of an amount equal to the purchase price agreed between such transferor
         Bank and such Assignee, such Assignee shall be a Bank party to this
         Agreement and shall have all the rights and obligations of a Bank with
         a Commitment as set forth in such instrument of assumption, and the
         transferor Bank shall be released from its obligations hereunder to a
         corresponding extent, and no further consent or action by any party
         shall be required. Upon the consummation of any assignment pursuant to
         this subsection (c), the transferor Bank, the Agent and the Borrowers
         shall make appropriate arrangements so that, if required, new Notes are
         issued to the Assignee. In connection with any such assignment, the
         transferor Bank shall pay to the Agent an administrative fee for
         processing such assignment in the amount of $2,000. If the Assignee is
         not incorporated under the laws of the United States of America or a
         state thereof it shall, prior to the first date on which interest or
         fees are payable hereunder for its account, deliver to the Company and
         the Agent certification as to exemption from deduction or withholding
         of any United States federal income taxes in accordance with Section
         2.15.

                  (d) Any Bank may at any time assign all or any portion of its
         rights under this Agreement and its Notes to a Federal Reserve Bank. No
         such assignment shall release the transferor Bank from its obligations
         hereunder.

                  (e) No Assignee, Participant or other transferee of any Bank's
         rights shall be entitled to receive any greater payment under Section
         8.03 than such Bank would have been entitled to receive with respect to
         the rights transferred, unless such transfer is made with the Company's
         prior written consent or by reason of the provisions of Section 8.02 or
         8.03 requiring such Bank to designate a different Applicable Lending
         Office under certain circumstances or at a time when the circumstances
         giving rise to such greater payment did not exist.

                  SECTION 11.07. Collateral. Each of the Banks represents to the
Agent and each of the other Banks that it in good faith is not relying upon any
"margin stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.


                                     - 47 -
<PAGE>   53
                  SECTION 11.08. Governing Law; Submission to Jurisdiction. This
Agreement and each Note shall be governed by and construed in accordance with
the laws of the State of New York. Each Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State court sitting in New York City
for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. Each Borrower irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum.

                  SECTION 11.09. Counterparts; Integration. This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.

                  WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE AGENT AND THE
BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


                                     - 48 -
<PAGE>   54
                  IN WITNESS WHEREOF, the parties hereto have this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written:

                                          ANALOG DEVICES, INC.
                                          By
                                             -------------------------------
                                             Title: V.P. Finance & CFO
                                          One Technology Way
                                          P.O. Box 9106
                                          Norwood, Massachusetts 02062-9106
                                          Attention: Vice President - Finance
                                               and Chief Financial Officer
                                          Telex number: 924491


     COMMITMENTS
     $20,000,000                      MORGAN GUARANTY TRUST COMPANY
                                        OF NEW YORK

                                      By
                                        -------------------------------
                                        Title: VICE PRESIDENT

     $20,000,000                      BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION

                                      By
                                        -------------------------------
                                        Title:

     $20,000,000                      CONTINENTAL BANK N.A.

                                      By
                                        -------------------------------
                                        Title:

     $20,000,000                      THE FIRST NATIONAL BANK OF
                                            BOSTON

                                      By
                                        -------------------------------
                                        Title:

     --------------------------
     Total Commitments

     $80,000,000
     ==========================

                                     - 49 -
<PAGE>   55
     COMMITMENTS
     $20,000,000                           MORGAN GUARANTY TRUST COMPANY
                                                 OF NEW YORK

                                           By
                                             -------------------------------
                                             Title:

     $20,000,000                           BANK OF AMERICA NATIONAL TRUST
                                                 AND SAVINGS ASSOCIATION

                                           By
                                             -------------------------------
                                             Title: Vice President

     $20,000,000                           CONTINENTAL BANK N.A.

                                           By
                                             -------------------------------
                                             Title:

     $20,000,000                           THE FIRST NATIONAL BANK OF
                                                 BOSTON

                                           By
                                             -------------------------------
                                             Title:

     --------------------------
     Total Commitments

     $80,000,000
     ==========================


                                     - 50 -
<PAGE>   56
     COMMITMENTS
     $20,000,000                       MORGAN GUARANTY TRUST COMPANY
                                             OF NEW YORK

                                       By
                                         -------------------------------
                                         Title:

     $20,000,000                       BANK OF AMERICA NATIONAL TRUST
                                             AND SAVINGS ASSOCIATION

                                       By
                                         -------------------------------
                                         Title:

     $20,000,000                       CONTINENTAL BANK N.A.

                                       By
                                         -------------------------------
                                         Title: Vice President

     $20,000,000                       THE FIRST NATIONAL BANK OF
                                             BOSTON

                                       By
                                         -------------------------------
                                         Title:

     --------------------------
     Total Commitments

     $80,000,000
     ==========================


                                     - 51 -
<PAGE>   57
     COMMITMENTS
     $20,000,000                         MORGAN GUARANTY TRUST COMPANY
                                               OF NEW YORK

                                         By
                                           -------------------------------
                                           Title:

     $20,000,000                         BANK OF AMERICA NATIONAL TRUST
                                               AND SAVINGS ASSOCIATION

                                         By
                                           -------------------------------
                                           Title:

     $20,000,000                         CONTINENTAL BANK N.A.

                                         By
                                           -------------------------------
                                           Title:

     $20,000,000                         THE FIRST NATIONAL BANK OF BOSTON

                                         By
                                           -------------------------------
                                           Title:

     --------------------------
     Total Commitments

     $80,000,000
     ==========================


                                     - 52 -
<PAGE>   58
                                           MORGAN GUARANTY TRUST COMPANY
                                                OF NEW YORK, as Agent

                                           By
                                             -------------------------------
                                                Title: VICE PRESIDENT
                                           60 Wall Street
                                           New York, New York 10260
                                           Attention: Adam Silver
                                           Telex number: 177615


                                     - 53 -