<PAGE>   1
                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY
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                           THIRD AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                      among


                        SYBRON INTERNATIONAL CORPORATION,
                               ORMCO CORPORATION,
                                KERR CORPORATION,
                      NALGE NUNC INTERNATIONAL CORPORATION,
                            ERIE SCIENTIFIC COMPANY,
                        BARNSTEAD THERMOLYNE CORPORATION,
                                   REMEL INC.


                               The Several Lenders
                        from Time to Time Parties Hereto


                             CHASE SECURITIES INC.,
                                   as Arranger


                                       and


                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent



                            Dated as of July 29, 1999




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<PAGE>   2
                                TABLE OF CONTENTS

                                                                           Page
                                                                          ------
SECTION 1.  DEFINITIONS.......................................................2
           1.1  Defined Terms.................................................2
           1.2  Other Definitional Provisions................................24

SECTION 2.  AMOUNT AND TERMS OF LOANS........................................24
           2.1  Revolving Credit Commitments.................................24
           2.2  Revolving Credit Notes.......................................25
           2.3  Procedure for Revolving Credit Borrowing.....................26
           2.4  CAF Advances.................................................26
           2.5  Procedure for CAF Advance Borrowing..........................27
           2.6  CAF Advance Payments.........................................30
           2.7  CAF Advance Notes............................................30
           2.8  Certain Restrictions.........................................31
           2.9  Commitment Fees..............................................31
           2.10  Optional Termination or Reduction of Revolving Credit
                  Commitments................................................31
           2.11  Tranche A Term Loans........................................32
           2.12  Tranche A Term Notes; Repayment.............................32
           2.13  [Reserved]..................................................33
           2.14  Optional Prepayments........................................33
           2.15  Mandatory Prepayments and Commitment Reductions.............34
           2.16  Swing Line Commitments......................................35
           2.17  Conversion and Continuation Options.........................37
           2.18  Maximum Number of Tranches..................................38
           2.19  Interest Rates and Payment Dates............................38
           2.20  Computation of Interest and Fees............................39
           2.21  Inability to Determine Interest Rate........................39
           2.22  Pro Rata Treatment and Payments.............................39
           2.23  Illegality..................................................40
           2.24  Requirements of Law.........................................41
           2.25  Taxes.......................................................42
           2.26  Indemnity...................................................44
           2.27  Replacement of Lenders......................................44
           2.28  Additional Tranche A Term Loans.............................45
           2.29  Additional Tranche A Term Notes.............................45
           2.30  Tranche B Term Loans........................................45
           2.31  Procedure for Tranche B Term Loan Borrowing.................46
           2.32  Tranche B Term Notes........................................46

SECTION 3.  LETTERS OF CREDIT................................................48
           3.1  L/C Commitment...............................................48
           3.2  Procedure for Issuance of Letters of Credit..................48
           3.3  Fees, Commissions and Other Charges..........................49

<PAGE>   3

           3.4  L/C Participations...........................................49
           3.5  Reimbursement Obligation of the Parent.......................50
           3.6  Obligations Absolute.........................................51
           3.7  Letter of Credit Payments....................................51
           3.8  Application..................................................51
           3.9  Currency Adjustments.........................................51

SECTION 4.  REPRESENTATIONS AND WARRANTIES...................................52
           4.1  Financial Condition..........................................52
           4.2  No Change....................................................53
           4.3  Corporate Existence; Compliance with Law.....................53
           4.4  Corporate Power; Authorization; Enforceable
                 Obligations.................................................53
           4.5  No Legal Bar.................................................53
           4.6  No Material Litigation.......................................54
           4.7  No Default...................................................54
           4.8  Ownership of Property; Liens.................................54
           4.9  Intellectual Property........................................54
           4.10  No Burdensome Restrictions..................................54
           4.11  Taxes.......................................................54
           4.12  Federal Regulations.........................................55
           4.13  ERISA.......................................................55
           4.14  Investment Company Act; Other Regulations...................55
           4.15  Subsidiaries................................................56
           4.16  Purpose of Loans............................................56
           4.17  Environmental Matters.......................................56
           4.18  Domestic Real Property......................................57
           4.19  Corporate Structure.........................................57
           4.20  Accuracy and Completeness of Information....................57
           4.21  Solvency....................................................57
           4.22  Labor Matters...............................................58
           4.23  Pledge Agreements; Subsidiary Guarantors....................58
           4.24  Representations and Warranties on Restatement
                  Effective Date.............................................58
           4.25  Year 2000 Matters...........................................58

SECTION 5.  CONDITIONS PRECEDENT.............................................59
           5.1  Conditions to Restatement Effective Date.....................59
           5.2  Conditions to Each Extension of Credit.......................61

SECTION 6.  AFFIRMATIVE COVENANTS............................................62
           6.1  Financial Statements.........................................62
           6.2  Certificates; Other Information..............................63
           6.3  Payment of Obligations.......................................64
           6.4  Conduct of Business and Maintenance of Existence.............64
           6.5  Maintenance of Property; Insurance...........................64
           6.6  Inspection of Property; Books and Records;
                 Discussions.................................................65
           6.7  Notices......................................................65

<PAGE>   4

           6.8  Environmental Laws...........................................66
           6.9  Security Documents Delivered by New Subsidiaries.............66
           6.10  Foreign Counsel Opinions....................................66

SECTION 7.  NEGATIVE COVENANTS...............................................66
           7.1  Financial Condition Covenants................................66
           7.2  Limitation on Indebtedness...................................67
           7.3  Limitation on Liens..........................................68
           7.4  Limitation on Guarantee Obligations..........................70
           7.5  Limitations on Fundamental Changes...........................70
           7.6  Limitation on Sale of Assets.................................71
           7.7  Limitation on Leases.........................................71
           7.8  Limitation on Dividends......................................71
           7.9  [Reserved]...................................................72
           7.10  Limitation on Investments, Loans and Advances...............72
           7.11  Limitation on Optional Payments and Modifications
                  of Debt Instruments........................................73
           7.12  Limitation on Transactions with Affiliates..................73
           7.13  Limitation on Sales and Leasebacks..........................73
           7.14  Limitation on Changes in Fiscal Year........................73
           7.15  Limitation on Negative Pledge Clauses.......................73
           7.16  Limitation on Lines of Business.............................74
           7.17  Restrictions Affecting Subsidiaries.........................74
           7.18  Modification of Capitalization Documents....................74

SECTION 8.  EVENTS OF DEFAULT................................................74

SECTION 9.  GUARANTEE........................................................77
           9.1  Guarantee....................................................77
           9.2  No Subrogation...............................................78
           9.3  Amendments, etc., with respect to the Obligations............78
           9.4  Guarantee Absolute and Unconditional.........................78
           9.5  Reinstatement................................................79
           9.6  Payments.....................................................79

SECTION 10.  THE ADMINISTRATIVE AGENT; THE ARRANGER..........................80
           10.1  Appointment.................................................80
           10.2  Delegation of Duties........................................80
           10.3  Exculpatory Provisions......................................80
           10.4  Reliance by Administrative Agent............................80
           10.5  Notice of Default...........................................81
           10.6  Non-Reliance on Administrative Agent and Other
                  Lenders....................................................81
           10.7  Indemnification.............................................82
           10.8  Administrative Agent in Its Individual Capacity.............82
           10.9  Successor Administrative Agent..............................82
           10.10  The Arranger...............................................83
<PAGE>   5

SECTION 11.  MISCELLANEOUS...................................................83
           11.1  Amendments and Waivers......................................83
           11.2  Notices.....................................................83
           11.3  No Waiver; Cumulative Remedies..............................85
           11.4  Survival of Representations and Warranties..................85
           11.5  Payment of Expenses and Taxes...............................85
           11.6  Successors and Assigns; Participations and Assignments......86
           11.7  Adjustments; Set-off........................................90
           11.8  Counterparts................................................90
           11.9  Severability................................................90
           11.10  Integration................................................91
           11.11  GOVERNING LAW..............................................91
           11.12  Submission To Jurisdiction; Waivers........................91
           11.13  Effect of Amendment and Restatement of the Existing
                   Credit Agreement..........................................91
           11.14  Acknowledgements...........................................92
           11.15  WAIVERS OF JURY TRIAL......................................92
           11.16  Parent as Agent of Subsidiary Borrowers....................92
           11.17  Confidentiality............................................92



<PAGE>   6

ANNEXES

ANNEX A               Pricing Grid



SCHEDULES

SCHEDULE I            Commitments
SCHEDULE II           Existing Letters of Credit
SCHEDULE III          Sale Leaseback Agreements
SCHEDULE IV           Subsidiary Guarantors
SCHEDULE 4.10         Certain Requirements of Law and Contractual Obligations
SCHEDULE 4.15A        Subsidiaries
SCHEDULE 4.15B        Organizational Structure
SCHEDULE 4.18         Domestic Real Property
SCHEDULE 4.19         Certain Subsidiaries Not Owned Directly or Indirectly
                       by the Parent
SCHEDULE 5.1(f)       Certain Foreign Subsidiaries to Deliver Corporate
                       Proceedings
SCHEDULE 7.2(e)       Indebtedness
SCHEDULE 7.3(f)       Existing Liens
SCHEDULE 7.4(a)       Existing Guarantee Obligations



EXHIBITS

EXHIBIT A             Form of Revolving Credit Note
EXHIBIT B-1           Form of Tranche A Term Credit Note
EXHIBIT B-2           Form of Additional Tranche A Term Note
EXHIBIT B-3           Form of Tranche B Term Note
EXHIBIT C             Form of Swing Line Note
EXHIBIT D             Form of Fourth Amended and Restated Parent Pledge
                       Agreement
EXHIBIT E             Form of Fourth Amended and Restated Subsidiaries Guarantee
EXHIBIT F             Form of Fourth Amended and Restated Subsidiaries Pledge
                       Agreement
EXHIBIT G             Form of Borrowing Certificate
EXHIBIT H             Form of Opinion of Quarles & Brady
EXHIBIT I             Form of Assignment and Acceptance
EXHIBIT J             Form of CAF Advance Confirmation
EXHIBIT K             Form of CAF Advance Offer
EXHIBIT L             Form of CAF Advance Request
EXHIBIT M             Form of CAF Advance Note


<PAGE>   7

                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July
29, 1999 (as the same may be amended, supplemented or modified from time to
time, this "Agreement"), among Sybron International Corporation, a Wisconsin
corporation (the "Parent"), Ormco Corporation, a Delaware corporation ("Ormco"),
Kerr Corporation, a Delaware corporation ("Kerr"), Nalge Nunc International
Corporation, a Delaware corporation ("NNI"), Erie Scientific Company, a Delaware
corporation ("Erie"), Barnstead Thermolyne Corporation, a Delaware corporation
("Barnstead"), Remel Inc., a Wisconsin corporation ("Remel"; Ormco, Kerr, NNI,
Erie, Barnstead and Remel are collectively referred to herein as the "Subsidiary
Borrowers" and together with the Parent, the "Borrowers"), the several banks and
other financial institutions from time to time parties to this Agreement (the
"Lenders"), Chase Securities Inc., as Arranger (in such capacity, the
"Arranger") and The Chase Manhattan Bank, a New York banking corporation, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent").


                              W I T N E S S E T H :


                  WHEREAS, pursuant to the Second Amended and Restated Credit
Agreement, dated as of April 25, 1997 (as amended, supplemented or otherwise
modified prior to the date hereof, including by the First Amendment, dated as of
July 1, 1998, and the Second Amendment, dated as of August 13, 1998, the
"Existing Credit Agreement"), among certain Borrowers, the Lenders, the Arranger
and the Administrative Agent, the Lenders parties thereto have agreed to extend
credit to the Borrowers;

                  WHEREAS, the Borrowers have requested that the Existing Credit
Agreement be amended and restated as hereinafter provided to, inter alia, extend
new Tranche B Term Loans (as defined hereinafter) to the Borrowers;

                  WHEREAS, the Borrowers will use the credit facility made
available hereby (a) to repay Revolving Credit Loans outstanding under the
Existing Credit Agreement (but not reduce Revolving Credit Commitments) and
continue as outstanding other indebtedness of the Borrowers under the Existing
Credit Agreement and (b) to finance the working capital and general corporate
needs, including acquisitions, of the Parent and the Subsidiary Borrowers; and

                  WHEREAS, the Lenders are willing to extend credit to the
Borrowers on the terms and conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto hereby agree that, on the
Restatement Effective Date, the Existing Credit Agreement will be amended and
restated in its entirety as follows:



                             SECTION 1. DEFINITIONS
<PAGE>   8
                                                                               2

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

                  "ABR": for any day, a rate per annum (rounded upwards, if
         necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
         Prime Rate in effect on such day, (b) the Base CD Rate in effect on
         such day plus 1% and (c) the Federal Funds Effective Rate in effect on
         such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean
         the rate of interest per annum publicly announced from time to time by
         Chase as its prime rate in effect at its principal office in New York
         City (the Prime Rate not being intended to be the lowest rate of
         interest charged by Chase in connection with extensions of credit to
         debtors); "Base CD Rate" shall mean the sum of (a) the product of (i)
         the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of
         which is one and the denominator of which is one minus the C/D Reserve
         Percentage and (b) the C/D Assessment Rate; "Three-Month Secondary CD
         Rate" shall mean, for any day, the secondary market rate for
         three-month certificates of deposit reported as being in effect on such
         day (or, if such day shall not be a Business Day, the next preceding
         Business Day) by the Board of Governors of the Federal Reserve System
         (the "Board") through the public information telephone line of the
         Federal Reserve Bank of New York (which rate will, under the current
         practices of the Board, be published in Federal Reserve Statistical
         Release H.15(519) during the week following such day), or, if such rate
         shall not be so reported on such day or such next preceding Business
         Day, the average of the secondary market quotations for three-month
         certificates of deposit of major money center banks in New York City
         received at approximately 10:00 A.M., New York City time, on such day
         (or, if such day shall not be a Business Day, on the next preceding
         Business Day) by Chase from three New York City negotiable certificate
         of deposit dealers of recognized standing selected by it; and "Federal
         Funds Effective Rate" shall mean, for any day, the weighted average of
         the rates on overnight federal funds transactions with members of the
         Federal Reserve System arranged by federal funds brokers, as published
         on the next succeeding Business Day by the Federal Reserve Bank of New
         York, or, if such rate is not so published for any day which is a
         Business Day, the average of the quotations for the day of such
         transactions received by Chase from three federal funds brokers of
         recognized standing selected by it. Any change in the ABR due to a
         change in the Prime Rate, the Three-Month Secondary CD Rate or the
         Federal Funds Effective Rate shall be effective as of the opening of
         business on the effective day of such change in the Prime Rate, the
         Three-Month Secondary CD Rate or the Federal Funds Effective Rate,
         respectively.

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

                  "Accounting Changes": as defined in the definition of "GAAP"
         in subsection 1.1 of this Agreement.

                  "Additional Tranche A Term Loans": as defined in subsection
         2.28.


<PAGE>   9
                                                                               3
                  "Additional Tranche A Term Loan Commitment": with respect to
         each Lender, the amount set forth under the heading "Additional Tranche
         A Term Loan Commitment" opposite such Lender's name on Schedule I, as
         such amount may be reduced from time to time pursuant to this
         Agreement.

                  "Additional Tranche A Term Loan Commitment Percentage": as to
         any Lender at any time, the percentage which such Lender's Additional
         Tranche A Term Loan Commitment then constitutes of the Aggregate
         Additional Tranche A Term Loan Commitment.

                  "Additional Tranche A Term Notes": as defined in subsection
         2.29.

                  "Administrative Agent": as defined in the preamble to this
         Agreement.

                  "Affiliate": as to any Person, any other Person (other than a
         Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with, such Person. For
         purposes of this definition, "control" of a Person means the power,
         directly or indirectly, either to (a) vote 15% or more of the
         securities having ordinary voting power for the election of directors
         of such Person or (b) direct or cause the direction of the management
         and policies of such Person, whether by contract or otherwise.

                  "Aggregate Additional Tranche A Term Loan Commitment": an
         amount equal to $97,163,014, as such amount may be reduced from time to
         time pursuant to the terms of this Agreement.

                  "Aggregate Commitment": an amount equal to (a) prior to the
         Restatement Effective Date, the sum of the aggregate principal amount
         of the TA Loans outstanding, the Tranche B Term Loan Commitment and the
         Aggregate Revolving Credit Commitment, and (b) following the
         Restatement Effective Date, the sum of (i) the aggregate principal
         amount of the Term Loans outstanding and (ii) the Aggregate Revolving
         Credit Commitment (or if the Aggregate Revolving Credit Commitment has
         been terminated, an amount equal to the Aggregate Outstanding Revolving
         Extensions of Credit of each Lender).

                  "Aggregate Outstanding Revolving Extensions of Credit": as to
         any Revolving Credit Lender at any time, an amount equal to the sum of
         (a) the aggregate principal amount of all Revolving Credit Loans made
         by such Revolving Credit Lender then outstanding, (b) such Revolving
         Credit Lender's Revolving Credit Commitment Percentage of the L/C
         Obligations then outstanding, and (c) for all purposes other than the
         calculation of the commitment fees pursuant to subsection 2.9, such
         Revolving Credit Lender's Revolving Credit Commitment Percentage of the
         aggregate principal amount of all (i) CAF Advances then outstanding and
         (ii) Swing Line Loans then outstanding.


<PAGE>   10
                                                                               4

                  "Aggregate Revolving Credit Commitment": an amount equal to
         $600,000,000, as such amount may be reduced from time to time pursuant
         to the terms of this Agreement.

                  "Aggregate Tranche A Term Loan Commitment": an amount equal to
         $173,678,889, as such amount may be reduced from time to time pursuant
         to the terms of this Agreement.

                  "Aggregate Tranche B Term Loan Commitment": an amount equal to
         $300,000,000, as such amount may be reduced from time to time pursuant
         to the terms of this Agreement.

                  "Agreement": as defined in the preamble hereto.

                  "Applicable Level": as of any day, Level 1, Level 2, Level 3
         or Level 4 as set forth below, whichever is applicable on such day,
         with each new Level to take effect when the Parent delivers (i) in the
         case of the first three fiscal quarters of the Parent in any fiscal
         year, the certificate of a Responsible Officer required by subsection
         6.2(d) indicating the Parent's Leverage Ratio for the period of four
         full fiscal quarters of the Parent ending on the last day of such
         quarter and the quarterly financial statements of the Parent and its
         consolidated Subsidiaries for such quarter pursuant to subsection
         6.1(b) and (ii) in the case of the last fiscal quarter of the Parent in
         any fiscal year, the certificate of a Responsible Officer required by
         subsection 6.2(d) indicating the Parent's Leverage Ratio for the period
         of four full fiscal quarters of the Parent ending on the last day of
         such quarter and the financial statements of the Parent and its
         consolidated Subsidiaries pursuant to subsection 6.1(a) (provided that
         in no event shall a change in the Applicable Level become effective
         earlier than 30 days after the last day of such period of four full
         fiscal quarters of the Parent):

                                        Leverage Ratio

                      Level 1           Less than or equal to
                                        2.0 to 1.0

                      Level 2           Less than or Equal to
                                        2.50 but Greater than
                                        2.00 to 1

                      Level 3           Less than or Equal to
                                        3.25 but Greater than
                                        2.50 to 1

                      Level 4           Greater than 3.25 to
                                        1.0



<PAGE>   11
                                                                               5


         provided, however, that, (x) in the event that the financial statements
         required to be delivered pursuant to subsection 6.1(a) or 6.1(b) or the
         certificate required by subsection 6.2(d) are not delivered when due,
         then during the period from the date upon which such financial
         statements and certificate were required to be delivered until the date
         upon which they actually are delivered, the Applicable Level shall be
         deemed to be Level 4 and (y) in the event that the financial statements
         required to be delivered pursuant to subsection 6.1(a), when delivered
         pursuant to such subsection, indicate an Applicable Level that is lower
         or higher than the Applicable Level determined in accordance with the
         Responsible Officer's certificate delivered following the period of
         four full fiscal quarters of the Parent immediately preceding such day,
         then the Applicable Level shall be deemed to have been the Level
         determined in accordance with such financial statements for the period
         from the date of delivery of such Responsible Officer's certificate
         until the date of delivery of such financial statements and, thereafter
         until the next determination of an Applicable Level, shall be the
         Applicable Level determined in accordance with such financial
         statements.

                  "Applicable Margin":  as set forth on Annex A attached hereto.

                  "Application": an application, in the Issuing Bank's then
         customary form as the Issuing Bank may promulgate from time to time,
         requesting the Issuing Bank to open a Letter of Credit.

                  "Asset Disposition": the sale, sale leaseback, exchange or
         similar disposition (including by means of a merger, consolidation or
         amalgamation) of any property, business or assets of the Parent or its
         Subsidiaries (other than such dispositions set forth in subsections
         7.6(a) through 7.6(d)) to any Person or Persons other than the Parent
         or any of its Subsidiaries.

                  "Assignee": as defined in subsection 11.6(c).

                  "Available Revolving Credit Commitment": as to any Lender at
         any time, an amount equal to the excess, if any, of (a) the amount of
         such Lender's Revolving Credit Commitment over (b) such Lender's
         Aggregate Outstanding Revolving Extensions of Credit.

                  "Barnstead": as defined in the preamble to this Agreement.

                  "Base CD Rate": as defined in the definition of ABR.

                  "Borrowers": the collective reference to the Parent and the
         Subsidiary Borrowers.

                  "Borrowing Date": any Business Day specified in a notice
         pursuant to subsection 2.3, 2.5(a), 2.16, 2.31 or 3.2 as a date on
         which the Parent either on behalf of itself or any

<PAGE>   12
                                                                               6


         of the Subsidiary Borrowers requests (a) the Lenders to make Loans or
         CAF Advances, as the case may be, hereunder and/or (b) the Issuing Bank
         to issue a Letter of Credit hereunder.

                  "Business":  as defined in subsection 4.17(b).

                  "Business Day": a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City are authorized or
         required by law to close; provided, that when such term is used to
         describe a day on which a borrowing, payment or interest rate
         determination is to be made in respect of a Eurodollar Rate CAF
         Advance, such day shall also be a day on which dealings in foreign
         currencies and exchange between banks may be carried on in London,
         England.

                  "CAF Advance": each CAF Advance made pursuant to subsection
         2.4.

                  "CAF Advance Availability Period": the period from and
         including the Restatement Effective Date to and including the date
         which is 7 days prior to the Termination Date.

                  "CAF Advance Confirmation": each confirmation by the Parent,
         on behalf of itself or any other Revolving Credit Borrower, of its
         acceptance of CAF Advance Offers, which confirmation shall be
         substantially in the form of Exhibit J and shall be delivered to the
         Administrative Agent by facsimile transmission.

                  "CAF Advance Interest Payment Date": as to each CAF Advance,
         each interest payment date specified for such CAF Advance in the
         related CAF Advance Request.

                  "CAF Advance Maturity Date": as to any CAF Advance, the date
         specified by the Parent, on behalf of itself or any other Revolving
         Credit Borrower, as the case may be, pursuant to paragraph 2.5(d)(ii)
         in its acceptance of the related CAF Advance Offer.

                  "CAF Advance Note": as defined in subsection 2.7.

                  "CAF Advance Offer": each offer by a Lender to make CAF
         Advances pursuant to a CAF Advance Request, which offer shall contain
         the information specified in Exhibit K and shall be delivered to the
         Administrative Agent by telephone, immediately confirmed by facsimile
         transmission.

                  "CAF Advance Request": each request by the Parent, on behalf
         of itself or any other Revolving Credit Borrower, for Lenders to submit
         bids to make CAF Advances, which request shall contain the information
         in respect of such requested CAF Advances specified in Exhibit L and
         shall be delivered to the Administrative Agent in writing, by facsimile
         transmission, or by telephone, immediately confirmed by facsimile
         transmission.



<PAGE>   13
                                                                               7


                  "Capital Expenditure": for any period, the amount equal to the
         sum (without duplication) of all expenditures (by the expenditure of
         cash or the incurrence of Indebtedness) made by the Parent and its
         Subsidiaries during such period in respect of the purchase or other
         acquisition or improvement of any fixed or capital asset and any other
         amounts which would, in accordance with GAAP, be set forth as capital
         expenditures on the consolidated statement of cash flows of the Parent
         and its Subsidiaries for such period.

                  "Capitalization Documents": the collective reference to (a)
         the articles or certificate of incorporation and by-laws and other
         organizational or governing documents of each of the Parent and its
         Subsidiaries and (b) the certificates of designation and other
         agreements governing the issuance of or setting forth the terms of any
         Capital Stock issued or to be issued by the Parent or any of its
         Subsidiaries.

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

                  "Cash Equivalents": (a) securities issued or directly and
         fully guaranteed or insured by the United States Government or any
         agency or instrumentality thereof having maturities of not more than
         twelve months from the date of acquisition, (b) securities issued or
         directly and fully guaranteed or insured by any state of the United
         States of America or any agency or instrumentality thereof having
         maturities of not more than twelve months from the date of acquisition
         and, at the time of acquisition, having the highest rating generally
         obtainable from either S&P or Moody's, (c) time deposits and
         certificates of deposit of any domestic commercial bank having capital
         and surplus in excess of $300,000,000 having maturities of not more
         than twelve months from the date of acquisition, (d) repurchase
         obligations with a term of not more than seven days for underlying
         securities of the types described in clauses (a), (b), and (c) entered
         into with any bank meeting the qualifications specified in clause (c)
         above and (e) commercial paper rated at least A-2 or the equivalent
         thereof by S&P or P-2 or the equivalent thereof by Moody's or any short
         term, money market type obligations of a corporation, the commercial
         paper of which has the above-specified rating, in either case maturing
         within twelve months after the date of acquisition.

                  "C/D Assessment Rate": for any day as applied to any ABR Loan,
         the annual assessment rate in effect on such day which is payable by a
         member of the Bank Insurance Fund classified as well-capitalized and
         within supervisory subgroup "B" (or a comparable successor assessment
         risk classification) within the meaning of 12 C.F.R. ss. 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.



<PAGE>   14
                                                                               8

                  "C/D Reserve Percentage": for any day as applied to any ABR
         Loan, 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) (the "Board"), for determining the
         maximum reserve requirement for a Depositary Institution (as defined in
         Regulation D of the Board) in respect of new non-personal time deposits
         in Dollars having a maturity of 30 days or more.

                  "Chase": The Chase Manhattan Bank, a New York banking
         corporation.

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

                  "Collateral": all assets of the Loan Parties, now owned or
         hereinafter acquired, upon which a Lien is purported to be created by
         any Security Document.

                  "Commercial Letter of Credit": as defined in subsection 3.1.

                  "Commitment Percentage": as to any Lender at any time, such
         Lender's Tranche A Term Loan Commitment Percentage, Additional Tranche
         A Term Loan Commitment Percentage, Tranche B Term Loan Commitment
         Percentage or Revolving Credit Commitment Percentage, as the context
         may require.

                  "Commitments": the collective reference to the Tranche A Term
         Loan Commitments, the Additional Tranche A Term Loan Commitments, the
         Tranche B Term Loan Commitments and the Revolving Credit Commitments;
         each as the context may require, a "Commitment".

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

                  "Consolidated Adjusted Operating Profit": for any period,
         Consolidated Net Income for such period before deduction of any
         applicable income taxes and excluding (i) any extraordinary items of
         gain or loss and (ii) gain or loss from discontinued operations
         (classified under GAAP), plus Consolidated Interest Expense for such
         period, plus depreciation and amortization expenses for such period, to
         the extent the same are deducted from net revenues in determining
         Consolidated Net Income for such period.

                  "Consolidated Funded Indebtedness": as of the date of
         determination, all Indebtedness of the Parent and its Subsidiaries,
         determined on a consolidated basis in accordance with GAAP, which by
         its terms matures more than one year after the date of calculation, and
         any such Indebtedness maturing within one year from such date which is


<PAGE>   15
                                                                               9

         renewable or extendable at the option of the obligor to a date more
         than one year from such date including, in any event, the Loans.

                  "Consolidated Interest Expense": for any period, the amount of
         interest expense, both expensed and capitalized, of the Parent and its
         Subsidiaries, determined on a consolidated basis in accordance with
         GAAP, for such period on the aggregate principal amount of their
         Indebtedness, determined on a consolidated basis in accordance with
         GAAP.

                  "Consolidated Lease Expense": for any period, the aggregate
         rental obligations of the Parent and its Subsidiaries determined on a
         consolidated basis payable in respect of such period under leases of
         real and/or personal property (net of income from sub-leases thereof,
         but including taxes, insurance, maintenance and similar expenses which
         the lessee is obligated to pay under the terms of said leases), whether
         or not such obligations are reflected as liabilities or commitments on
         a consolidated balance sheet of the Parent and its Subsidiaries or in
         the notes thereto, excluding, however, obligations under Financing
         Leases.

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

                  "Consolidated Net Worth": as of the date of determination, all
         items which in conformity with GAAP would be included under
         shareholders' equity on a consolidated balance sheet of the Parent and
         its Subsidiaries at such date.

                  "Consolidated Senior Debt": as of the date of determination,
         the sum of (a) all Indebtedness of the Parent and its Subsidiaries,
         determined on a consolidated basis in accordance with GAAP (including
         the Loans) minus (b) the aggregate principal amount of all outstanding
         Subordinated Indebtedness and all outstanding Permitted Indebtedness.

                  "Continuing Directors": as defined in Section 8(k).

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

                  "Controlled Foreign Corporation": a "controlled foreign
         corporation" within the meaning of Section 956(c) of the Code.

                  "Default": any of the events specified in Section 8, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, has been satisfied.

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




<PAGE>   16
                                                                              10


                  "Domestic Subsidiary": any Subsidiary of the Parent organized
         under the laws of any jurisdiction within the United States of America.

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

                  "Erie": as defined in the preamble to this Agreement.

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

                  "Eurocurrency Reserve Requirements": for any day as applied to
         a Eurodollar Loan, the aggregate (without duplication) of the rates
         (expressed as a decimal fraction) of reserve requirements in effect on
         such day (including, without limitation, basic, supplemental, marginal
         and emergency reserves under any regulations of the Board of Governors
         of the Federal Reserve System or other Governmental Authority having
         jurisdiction with respect thereto) dealing with reserve requirements
         prescribed for eurocurrency funding (currently referred to as
         "Eurocurrency Liabilities" in Regulation D of such Board) maintained by
         a member bank of such System.

                  "Eurodollar Base Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, the rate per annum
         equal to the rate at which Chase is offered Dollar deposits at or about
         10:00 A.M., New York City time, two Business Days prior to the
         beginning of such Interest Period in the interbank eurodollar market
         where the eurodollar and foreign currency and exchange operations in
         respect of its Eurodollar Loans are then being conducted for delivery
         on the first day of such Interest Period for the number of days
         comprised therein and in an amount comparable to the amount of its
         Eurodollar Loan to be outstanding during such Interest Period.

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

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

                           Eurodollar Base Rate
                  -----------------------------------------
                  1.00 -  Eurocurrency Reserve Requirements
<PAGE>   17
                                                                              11

                  "Eurodollar Rate CAF Advance": any CAF Advance made pursuant
         to a Eurodollar Rate CAF Advance Request.

                  "Eurodollar Rate CAF Advance Request": any CAF Advance Request
         requesting the Lenders to offer to make CAF Advances at an interest
         rate equal to the Eurodollar Rate plus (or minus) a margin.

                  "Event of Default": any of the events specified in Section 8,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.

                  "Excepted Indebtedness": the Indebtedness of the Parent or any
         of its Subsidiaries permitted to exist pursuant to subsection 7.2
         (other than subsection 7.2(h) thereof).

                  "Existing Credit Agreement": as defined in the recitals
         hereto.

                  "Existing Letters of Credit": the collective reference to the
         outstanding letters of credit originally issued for the account of any
         of the Borrowers pursuant to the terms of the Existing Credit Agreement
         as more specifically described on Schedule II hereto.

                  "Federal Funds Effective Rate": as defined in the definition
         of ABR.

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

                  "Fixed Rate CAF Advance": any CAF Advance made pursuant to a
         Fixed Rate CAF Advance Request.

                  "Fixed Rate CAF Advance Request": any CAF Advance Request
         requesting the Lenders to offer to make CAF Advances at a fixed rate
         (as opposed to a rate composed of the Eurodollar Rate plus (or minus) a
         margin).

                  "Foreign Currency": any currency, other than Dollars, which
         may be requested by the Parent and which is available to Chase in the
         ordinary course of business, in which a Letter of Credit may be
         denominated.

                  "Foreign Lender": as defined in subsection 2.25.

                  "GAAP": generally accepted accounting principles in the United
         States of America as in effect from time to time set forth in the
         opinions and pronouncements of the Accounting Principles Board and the
         American Institute of Certified Public Accountants and the statements
         and pronouncements of the Financial Accounting Standards Board and the
         rules and regulations of the Securities and Exchange

<PAGE>   18
                                                                              12

         Commission, or in such other statements by such other entity as may be
         in general use by significant segments of the accounting profession,
         which are applicable to the circumstances of the Parent and its
         consolidated Subsidiaries as of the date of determination except that
         for purposes of subsection 7.1, GAAP shall be determined on the basis
         of such principles in effect on the date hereof and consistent with
         those used in the preparation of the audited financial statements
         referred to in subsection 4.1. In the event that any Accounting Changes
         (as defined below) shall occur and such change results in a change in
         the method of calculation of financial covenants, standards or terms in
         this Agreement, then the Parent and the Lenders agree to enter into
         negotiations in order to amend such provisions of this Agreement so as
         to equitably reflect such Accounting Changes with the desired result
         that the criteria for evaluating the financial condition of the Parent
         and its consolidated Subsidiaries shall be the same after such
         Accounting Changes as if such Accounting Changes had not been made.
         Until such time as such an amendment shall have been executed and
         delivered by the parties thereto, all financial covenants, standards
         and terms in this Agreement shall continue to be calculated or
         construed as if such Accounting Changes had not occurred. "Accounting
         Changes" means: changes in accounting principles required by the
         promulgation of any rule, regulation, pronouncement or opinion by the
         Financial Accounting Standards Board of the American Institute of
         Certified Public Accountants or, if applicable, the Securities and
         Exchange Commission (or successors thereto or agencies with similar
         functions).

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

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


<PAGE>   19
                                                                              13


         or determinable amount of the primary obligation in respect of which
         such Guarantee Obligation is made and (b) the maximum amount for which
         such guaranteeing person may be liable pursuant to the terms of the
         instrument embodying such Guarantee Obligation, unless such primary
         obligation and the maximum amount for which such guaranteeing person
         may be liable are not stated or determinable, in which case the amount
         of such Guarantee Obligation shall be such guaranteeing person's
         maximum reasonably anticipated liability in respect thereof as
         determined by the Parent in good faith.

                  "Guarantees": the collective reference to the Parent Guarantee
         and the Subsidiaries Guarantee.

                  "Guarantors": the collective reference to the Subsidiary
         Guarantors and the Parent.

                  "Indebtedness": of any Person at any date, (a) all
         indebtedness of such Person for borrowed money or for the deferred
         purchase price of property or services (other than current trade
         liabilities incurred in the ordinary course of business and payable in
         accordance with customary practices), (b) any other indebtedness of
         such Person which is evidenced by a note, bond, debenture or similar
         instrument, (c) all obligations of such Person under Financing Leases,
         (d) all obligations of such Person in respect of acceptances issued or
         created for the account of such Person, (e) all obligations and
         liabilities of such Person in connection with Interest Rate Agreements
         and foreign exchange contracts and (f) all liabilities secured by any
         Lien on any property owned by such Person (but only to the extent of
         the value of the property so securing such liability) even though such
         Person has not assumed or otherwise become liable for the payment
         thereof.

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

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": as defined in subsection 4.9.

                  "Interest Coverage Ratio": for any period of determination,
         the ratio of Consolidated Adjusted Operating Profit less Capital
         Expenditures for such period to Consolidated Interest Expense for such
         period.

                  "Interest Payment Date": (a) as to any ABR Loan, the last day
         of each March, June, September and December to occur while such Loan is
         outstanding and the date of the final principal payment in respect
         thereof, as applicable, (b) as to any Eurodollar Loan having an
         Interest Period of three months or less, the last day of such Interest
         Period and (c) as to any Eurodollar Loan having an Interest Period
         longer than three months, each


<PAGE>   20
                                                                              14


         day which is three months or a whole multiple thereof after the first
         day of such Interest Period and the last day of such Interest Period.

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

                           (a) initially, the period commencing on the borrowing
                  or conversion date, as the case may be, with respect to such
                  Eurodollar Loan and ending one, two, three or six months
                  thereafter, as selected by the Parent in its notice of
                  borrowing or notice of conversion, as the case may be, given
                  with respect thereto; and

                           (b) thereafter, each period commencing on the last
                  day of the next preceding Interest Period applicable to such
                  Eurodollar Loan and ending one, two, three or six months
                  thereafter, as selected by the Parent by irrevocable notice to
                  the Administrative Agent not less than three Business Days
                  prior to the last day of the then current Interest Period with
                  respect thereto;

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

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

                           (2) any Interest Period in respect of Revolving
                  Credit Loans that would otherwise extend beyond the
                  Termination Date shall end on the Termination Date, and any
                  Interest Period in respect of any of the Term Loans that would
                  otherwise extend beyond the date final payment is due on such
                  Term Loans shall end on such due date;

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

                           (4) the Parent shall select Interest Periods so as
                  not to require a payment or prepayment of any Eurodollar Loan
                  during an Interest Period for such Loan.

                  "Interest Rate Agreement": any interest rate protection
         agreement, interest rate future, interest rate option, interest rate
         swap, interest rate cap or other interest rate hedge arrangement, to or
         under which the Parent or any of its Subsidiaries is a party or a
         beneficiary.
<PAGE>   21
                                                                              15



                  "Issuing Bank": Chase, in its capacity as issuer of any Letter
         of Credit (including, without limitation, any Existing Letter of
         Credit).

                  "Kerr": as defined in the preamble to this Agreement.

                  "L/C Commitment": $75,000,000.

                  "L/C Fee Payment Date": the last day of each March, June,
         September and December.

                  "L/C Obligations": at any time, an amount equal to the sum of
         (a) the aggregate then undrawn and unexpired amount of the then
         outstanding Letters of Credit (including, without limitation, any
         Existing Letters of Credit) and (b) the aggregate amount of drawings
         under Letters of Credit (including, without limitation, any Existing
         Letters of Credit) which have not then been reimbursed pursuant to
         subsection 3.5.

                  "L/C Participants": the collective reference to all the
         Revolving Credit Lenders other than the Issuing Bank.

                  "Lenders": as defined in the preamble to this Agreement.

                  "Lesser Swing Line Loans": as defined in subsection 2.11(c).

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

                  "Leverage Ratio": on the date of any determination thereof,
         the ratio of Consolidated Funded Indebtedness on such date to
         Consolidated Adjusted Operating Profit for the four full fiscal
         quarters ending on such date; provided that for purposes of calculating
         Consolidated Adjusted Operating Profit for any period of four full
         fiscal quarters, the Consolidated Adjusted Operating Profit of any
         Person acquired during such period shall be included on a pro forma
         basis for such period of four full fiscal quarters (assuming the
         consummation of each such acquisition and the incurrence or assumption
         of any Indebtedness in connection therewith occurred on the first day
         of such period of four full fiscal quarters and assuming only such cost
         reductions as are related to such acquisition and are immediately
         realizable as of the date of such acquisition). For purposes of this
         calculation, Consolidated Adjusted Operating Profit of any such Person
         acquired during such period shall be derived from a certificate, in
         form and substance satisfactory to the Administrative Agent, of a duly
         authorized financial officer of the Parent setting forth such
         Consolidated Adjusted Operating Profit.

                  "Lien": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever
         (including, without limitation, any conditional sale or other title
         retention


<PAGE>   22
                                                                              16


         agreement and any Financing Lease having substantially the same
         economic effect as any of the foregoing).

                  "Loan": any loan (including any CAF Advance) made by any
         Lender pursuant to this Agreement.

                  "Loan Documents": this Agreement, the Notes, the Parent
         Guarantee, the Subsidiaries Guarantee, the Security Documents and the
         Applications.

                  "Loan Parties": the Parent, the Subsidiary Borrowers and each
         other Subsidiary of the Parent which is a party to a Loan Document.

                  "Majority Lenders": at any time, shall mean the holders of
         more than 50% of the Aggregate Commitment in effect at such time.

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

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

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

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

                  "NNI": as defined in the preamble to this Agreement.

                  "Net Proceeds": (a) with respect to any Asset Disposition, the
         net amount equal to the aggregate amount received in cash (including
         any cash received by way of deferred payment pursuant to a note
         receivable, other non-cash consideration or otherwise, but only as and
         when such cash is so received) in connection with such Asset
         Disposition minus the sum of (i) the reasonable fees (including,
         without limitation, reasonable attorneys' fees), commissions and other
         out-of-pocket expenses (as evidenced by supporting documentation
         provided to the Administrative Agent) incurred by the Parent or any
         Subsidiary in connection with such Asset Disposition and (ii) federal,
         state and local taxes incurred in connection with such sale, whether
         payable at such time or thereafter; or
<PAGE>   23
                                                                              17



                  (b) with respect to the incurrence of any Indebtedness by the
         Parent or any of its Subsidiaries, the net amount equal to the
         aggregate amount received in cash in connection with such incurrence
         minus the reasonable fees (including, without limitation, reasonable
         attorneys' fees), commissions and other out-of-pocket expenses (as
         evidenced by supporting documentation provided to the Administrative
         Agent) incurred by the Parent or such Subsidiary in connection with
         such incurrence of Indebtedness.

                  "Non-Excluded Taxes":  as defined in subsection 2.25.

                  "Notes": the collective reference to the Revolving Credit
         Notes, the CAF Advance Notes, the Swing Line Notes, the Tranche A Term
         Notes, the Additional Tranche A Term Notes and the Tranche B Term
         Notes.

                  "Nunc": collectively, Nunc Inc., a Delaware corporation, Nunc
         GmbH, a German company, and Nunc AS, a Danish company.

                  "Nunc Acquisition": the acquisition of all of the Capital
         Stock of Nunc.

                  "Nunc Acquisition Indebtedness": the promissory notes issued
         by Nunc Holding AS, a Danish company, and by Sybron Deutschland GmbH, a
         German company, to the Parent or it Subsidiaries in connection with the
         Nunc Acquisition.

                  "Obligations": (a) the unpaid principal of and interest on
         (including, without limitation, interest accruing after the maturity of
         the Loans and interest accruing on or after the filing of any petition
         in bankruptcy, or the commencement of any insolvency, reorganization or
         like proceeding, relating to the Parent or any of the Subsidiary
         Borrowers, whether or not a claim for post-filing or post-petition
         interest is allowed in such proceeding) the Notes and all other
         obligations and liabilities of the Loan Parties (other than the Parent)
         to the Administrative Agent or to the Lenders, whether direct or
         indirect, absolute or contingent, due or to become due, or now existing
         or hereafter incurred, which may arise under, out of, or in connection
         with, this Agreement, the Notes, any other Loan Document and any other
         document made, delivered or given in connection herewith or therewith,
         whether on account of principal, interest, reimbursement obligations,
         fees, indemnities, costs, expenses (including, without limitation, all
         reasonable fees and disbursements of counsel to the Administrative
         Agent or to the Lenders) or otherwise and (b) all obligations of the
         Borrowers to any Lender or an Affiliate of any Lender under or in
         connection with any Interest Rate Agreement or foreign exchange
         contract.

                  "Ormco": as defined in the preamble to this Agreement.

                  "Parent": as defined in the preamble to this Agreement.

                  "Parent Guarantee": the guarantee obligations of the Parent
         set forth in Section 9.
<PAGE>   24
                                                                              18



                  "Parent Pledge Agreement": the Fourth Amended and Restated
         Parent Pledge Agreement to be executed and delivered by the Parent,
         substantially in the form of Exhibit D to this Agreement, as the same
         may be amended, supplemented or otherwise modified from time to time.

                  "Participant":  as defined in subsection 11.6(b).

                  "PBGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA, or any successor thereto.

                  "Permitted Indebtedness": any unsecured Indebtedness of the
         Parent or any of its Subsidiaries (a) no part of the principal of which
         is stated to be payable or is required to be paid (whether by way of
         mandatory sinking fund, mandatory redemption, mandatory prepayment or
         otherwise) prior to the Tranche B Termination Date, and the payment of
         the principal of and any interest on which and other obligations of the
         Parent and the Subsidiary Borrowers in respect thereof are subordinated
         to the prior payment in full of the principal of and interest
         (including post-petition interest) on the Notes and all other
         obligations and liabilities of the Parent and the Subsidiary Borrowers
         to the Administrative Agent and the Lenders hereunder on terms and
         conditions first approved (such approval not to be unreasonably
         withheld) in writing by the Administrative Agent and (b) otherwise
         containing terms, covenants and conditions reasonably satisfactory in
         form and substance to the Administrative Agent, as evidenced by its
         prior written approval.

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

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

                  "Pledge Agreements": the collective reference to the Parent
         Pledge Agreement, the Subsidiaries Pledge Agreement and any other
         pledge or similar agreement delivered on or after the date hereof
         granting a security interest in the stock (or other indicia of
         ownership interest) of any Subsidiary of the Parent which is a
         Controlled Foreign Corporation.

                  "Pledged Assets": the notes, capital stock and other assets
         listed on the Schedules to the Pledge Agreements.
<PAGE>   25
                                                                              19


                  "Pledge Guidelines": the Parent and its Subsidiaries shall
         pledge to the Administrative Agent for the benefit of the Lenders (i)
         all promissory notes evidencing the Nunc Acquisition Indebtedness and
         (ii) all shares of Capital Stock or other equity interests owned
         directly by the Parent or any Domestic Subsidiary of the Parent in (a)
         any Domestic Subsidiary of the Parent and (b) any Controlled Foreign
         Corporation of the Parent (provided that (I) not more than 65% of the
         Capital Stock of any Controlled Foreign Corporation shall be pledged to
         the Administrative Agent and (II) the Parent shall not pledge its
         shares of Nunc U.K. Limited ("Nunc U.K."), an English company, to the
         Administrative Agent, but Nunc U.K. shall pledge its shares of Sybron
         Holdings A/S, a Danish company, to the Administrative Agent), other
         than, in the case of clauses (a) and (b), a Specified Entity.

                  "Prime Rate":  as defined in the definition of ABR.

                  "Properties":  as defined in subsection 4.17(a).

                  "Refinancing":  as defined in the recitals to this Agreement.

                  "Refunded Swing Line Loans":  as defined in subsection
         2.11(c).

                  "Register":  as defined in subsection 11.6(d).

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

                  "Reimbursement Obligation": the obligation of any Borrower to
         reimburse the Issuing Bank pursuant to subsection 3.5 for amounts drawn
         under Letters of Credit issued for the account of such Borrower
         (including, without limitation, Existing Letters of Credit).

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

                  "Remel":  as defined in the preamble to this Agreement.

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

                  "Reportable Event": any of the events set forth in Section
         4043(b) of ERISA, other than those events as to which the thirty day
         notice period is waived under subsections .13, .14, .16, .18, .19 or
         .20 of PBGC Reg. ss. 2615.
<PAGE>   26

                                                                              20

                  "Requirement of Law": as to any Person, the Certificate of
         Incorporation and By-Laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

                  "Responsible Officer": the chief executive officer, the
         president or any vice president of the Parent or, with respect to
         financial matters, the chief financial officer, the treasurer or
         assistant treasurer of the Parent.

                  "Restatement Effective Date": the date on which the conditions
         precedent set forth in subsection 5.1 shall have been satisfied.

                  "Restricted Payment Allowance": at any time of determination,
         an amount equal to $50,000,000 less the amount of Restricted Payments
         made on or subsequent to June 30, 1995, provided, however, that such
         amount shall be increased on each date when financial statements are
         delivered to each Lender pursuant to subsection 6.1(a) or 6.1(b), as
         the case may be, by an amount equal to 50% of Consolidated Net Income
         for the fiscal quarter ending immediately preceding each such date,
         commencing with the fiscal quarter ending September 30, 1995, and,
         provided, further, that such amount shall not be decreased at any time
         of determination as a result of Consolidated Net Income being less than
         zero for the immediately preceding fiscal quarter.

                  "Restricted Payments":  as defined in subsection 7.8.

                  "Revolving Credit Borrowers": collectively, the Parent, Kerr
         and NNI.

                  "Revolving Credit Commitment": as to any Revolving Credit
         Lender, the obligation of such Revolving Credit Lender to (a) make
         Revolving Credit Loans to the Revolving Credit Borrowers, (b) issue
         and/or participate in Letters of Credit (including, without limitation,
         Existing Letters of Credit) issued on behalf of the Parent and (c)
         participate in Swing Line Loans made to the Parent, in an aggregate
         principal and/or face amount at any one time outstanding not to exceed
         the amount set forth under the heading "Revolving Credit Commitments"
         opposite such Revolving Credit Lender's name on Schedule I, as such
         amount may be reduced from time to time pursuant to this Agreement.

                  "Revolving Credit Commitment Percentage": as to any Revolving
         Credit Lender at any time, the percentage which such Revolving Credit
         Lender's Revolving Credit Commitment then constitutes of the Aggregate
         Revolving Credit Commitment.

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


<PAGE>   27
                                                                              21


                  "Revolving Credit Lender": each Lender having a Revolving
         Credit Commitment or holding Revolving Credit Loans.

                  "Revolving Credit Loans": as defined in subsection 2.1.

                  "Revolving Credit Note": as defined in subsection 2.2.

                  "S&P": Standard & Poor's Ratings Group.

                  "Sale Leaseback Agreement": the collective reference to the
         various sale leaseback agreements, each dated as of December 22, 1988,
         which agreements are more particularly described on Schedule III
         hereto.

                  "Security Documents": the collective reference to the Pledge
         Agreements and all other security documents hereafter delivered to the
         Administrative Agent granting a Lien on any asset or assets of any
         Person to secure the obligations and liabilities of any Borrower
         hereunder, under any Note and/or under any of the other Loan Documents
         or to secure any guarantee of any such obligations and liabilities.

                  "Senior Debt Ratio": on the date of any determination thereof,
         the ratio of Consolidated Senior Debt on such date to Consolidated
         Adjusted Operating Profit for the four full fiscal quarters ending on
         such date; provided that for purposes of calculating Consolidated
         Adjusted Operating Profit for any period of four full fiscal quarters,
         the Consolidated Adjusted Operating Profit of any Person acquired
         during such period shall be included on a pro forma basis for such
         period of four full fiscal quarters (assuming the consummation of each
         such acquisition and the incurrence or assumption of any Indebtedness
         in connection therewith occurred on the first day of such period of
         four full fiscal quarters and assuming only such cost reductions as are
         related to such acquisition and are immediately realizable as of the
         date of such acquisition). For purposes of this calculation,
         Consolidated Adjusted Operating Profit of any such Person acquired
         during such period shall be derived from a certificate, in form and
         substance satisfactory to the Administrative Agent, of a duly
         authorized financial officer of the Parent setting forth such
         Consolidated Adjusted Operating Profit.

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

                  "Smaller Sale": any Asset Disposition (whether made pursuant
         to a single transaction or series of related transactions) having Net
         Proceeds of less than $20,000,000.

                  "Specified Acquisition": any acquisition by the Parent or a
         Wholly Owned Subsidiary of the Parent of all of the Capital Stock or
         substantially all of the assets of any


<PAGE>   28
                                                                              22


         Person having Consolidated Adjusted Operating Profit in excess of
         $10,000,000 for the period of four consecutive fiscal quarters
         preceding the date of such acquisition.

                  "Specified Entity": any Subsidiary of the Parent (a) that owns
         less than $1,000,000 in assets, (b) is inactive or (c) is in the
         process of liquidation.

                  "Standby Letter of Credit": as defined in subsection 3.1.

                  "Subordinated Indebtedness": any unsecured Indebtedness of the
         Parent or any of its Subsidiaries (a) no part of the principal of which
         is stated to be payable or is required to be paid (whether by way of
         mandatory sinking fund, mandatory redemption, mandatory prepayment or
         otherwise) prior to the Tranche B Termination Date, and the payment of
         the principal of and any interest on which and other obligations of the
         Parent and the Subsidiary Borrowers in respect thereof are subordinated
         to the prior payment in full of the principal of and interest
         (including post-petition interest) on the Notes and all other
         obligations and liabilities of the Parent and the Subsidiary Borrowers
         to the Agent and the Lenders hereunder on terms and conditions first
         approved in writing by the Majority Lenders and (b) otherwise
         containing terms, covenants and conditions satisfactory in form and
         substance to the Majority Lenders, as evidenced by their prior written
         approval thereof.

                  "Subsidiaries Guarantee": the Fourth Amended and Restated
         Subsidiaries Guarantee to be executed and delivered by each Subsidiary
         Guarantor, substantially in the form of Exhibit E to this Agreement, as
         the same may be amended, supplemented or otherwise modified from time
         to time.

                  "Subsidiaries Pledge Agreement": the Fourth Amended and
         Restated Subsidiaries Pledge Agreement, substantially in the form of
         Exhibit F to this Agreement, as the same may be amended, supplemented
         or otherwise modified from time to time.

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

                  "Subsidiary Borrowers": as defined in the preamble to this
         Agreement.
<PAGE>   29
                                                                              23



                  "Subsidiary Guarantors": the Subsidiaries of the Parent listed
         as such on Schedule IV hereto together with any new Subsidiaries which
         execute a Subsidiary Guarantee subsequent to the Restatement Effective
         Date.

                  "Swing Line Loan": as defined in subsection 2.16(a).

                  "Swing Line Note": as defined in subsection 2.16(b).

                  "TA Loan": the collective reference to the Tranche A Term
         Loans and the Additional Tranche A Term Loans.

                  "Termination Date": July 31, 2002.

                  "Term Loan": the collective reference to the Tranche A Term
         Loans, the Additional Tranche A Term Loans and the Tranche B Term
         Loans.

                  "Term Note": the collective reference to the Tranche A Term
         Notes, the Additional Tranche A Term Notes and the Tranche B Term
         Notes.

                  "Three-Month Secondary CD Rate": as defined in the definition
         of ABR.

                  "Tranche": the collective reference to Eurodollar Loans the
         then current Interest Periods with respect to all of which begin on the
         same date and end on the same later date (whether or not such
         Eurodollar Loans shall originally have been made on the same day and
         whether such Eurodollar Loans are to one Borrower or more than one
         Borrower).

                  "Tranche A Term Loan Borrowers": collectively, Ormco, Kerr,
         NNI, Erie and Barnstead.

                  "Tranche A Term Loan Commitment": with respect to each Lender,
         the amount set forth under the heading "Tranche A Term Loan
         Commitments" opposite such Lender's name on Schedule I, as such amount
         may be reduced from time to time pursuant to this Agreement.

                  "Tranche A Term Loan Commitment Percentage": as to any Lender
         at any time, the percentage which such Lender's Tranche A Term Loan
         Commitment then constitutes of the Aggregate Tranche A Term Loan
         Commitment.

                  "Tranche A Term Loans": as defined in subsection 2.11.

                  "Tranche A Term Notes": as defined in subsection 2.12.

                  "Tranche B Term Loan Borrowers": collectively, Ormco, Kerr,
         NNI, Barnstead and Remel.
<PAGE>   30
                                                                              24


                  "Tranche B Term Loan Commitment": with respect to each Lender,
         the amount set forth under the heading "Tranche B Term Loan
         Commitments" opposite such Lender's name on Schedule I, as such amount
         may be reduced from time to time pursuant to this Agreement.

                  "Tranche B Term Loan Commitment Percentage": as to any Lender
         at any time, the percentage which such Lender's Tranche B Term Loan
         Commitment then constitutes of the Aggregate Tranche B Term Loan
         Commitment.

                  "Tranche B Term Loans": as defined in subsection 2.30.

                  "Tranche B Term Notes": as defined in subsection 2.32.

                  "Tranche B Termination Date": July 31, 2004.

                  "Transferee": as defined in subsection 11.6(f).

                  "Type": as to any Loan made hereunder, its nature as an ABR
         Loan or a Eurodollar Loan.

                  "Uniform Customs": the Uniform Customs and Practice for
         Documentary Credits (1993 Revision), International Chamber of Commerce
         Publication No. 500, as the same may be amended from time to time.

                  "Wholly Owned Subsidiary": with respect to any Person, a
         Subsidiary, all of the stock ordinarily having the power to vote for
         the election of directors of which is owned directly or indirectly by
         such Person, other than directors' qualifying shares and shares issued
         to other Persons to comply with local law (provided, however, that such
         directors' qualifying and other shares shall not constitute more than
         3% of all of the stock ordinarily having the power to vote for the
         election of directors).

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

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

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.
<PAGE>   31
                                                                              25


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


                      SECTION 2. AMOUNT AND TERMS OF LOANS

                  2.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans ("Revolving Credit Loans") to the Revolving Credit
Borrowers from time to time during the Revolving Credit Commitment Period in an
aggregate principal amount at any one time outstanding to all Revolving Credit
Borrowers, when added to such Revolving Credit Lender's Revolving Credit
Commitment Percentage of (i) the then outstanding L/C Obligations, (ii) the
aggregate principal amount of all Swing Line Loans then outstanding and (iii)
the aggregate principal amount of all CAF Advances then outstanding, will not
exceed the amount of such Revolving Credit Lender's Revolving Credit Commitment,
provided that nothing contained herein shall be deemed to prohibit the making
of, or relieve any Revolving Credit Lender of its obligation to make, Revolving
Credit Loans the proceeds of which are to be applied solely to the repayment of
principal of Refunded Swing Line Loans pursuant to subsection 2.16(c) except
that in no event shall any Revolving Credit Lender be obligated to make
Revolving Credit Loans in excess of its Revolving Credit Commitment. During the
Revolving Credit Commitment Period the Revolving Credit Borrowers may use the
Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans
in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof, provided that each of Kerr and NNI shall be permitted to
request a Revolving Credit Loan not more frequently than one time each calendar
month and each of Kerr and NNI shall be permitted to prepay Revolving Credit
Loans not more frequently than one time each calendar month.

                  (b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Parent and notified to the Administrative Agent in accordance with
subsections 2.3 and 2.17, provided that no Revolving Credit Loan shall be made
as a Eurodollar Loan after the day that is one month prior to the Termination
Date.

                  (c) Revolving Credit Loans made under the Existing Credit
Agreement prior to the Restatement Effective Date will continue to constitute
Revolving Credit Loans hereunder from and after the Restatement Effective Date,
except to the extent repaid on the Restatement Effective Date as contemplated by
subsection 5.1(l).

                  2.2 Revolving Credit Notes. Pursuant to the Existing Credit
Agreement, each Revolving Credit Borrower issued a promissory note to evidence
the Revolving Credit Loans made by each Revolving Credit Lender to such
Revolving Credit Borrower, substantially in the form of Exhibit A to this
Agreement, with appropriate insertions as to payee, date and principal amount (a
"Revolving Credit Note"), payable to the order of such Revolving Credit Lender
and in a principal amount equal to the lesser of (a) the amount of the initial
Revolving Credit


<PAGE>   32
                                                                              26


Commitment of such Revolving Credit Lender and (b) the aggregate unpaid
principal amount of all Revolving Credit Loans made by such Revolving Credit
Lender to such Revolving Credit Borrower. Such Revolving Credit Notes shall
continue to be outstanding after the Restatement Effective Date and shall
continue to evidence the Revolving Credit Loans. In the event that any Revolving
Credit Lender shall become a party to this Agreement on the Restatement
Effective Date, each Revolving Credit Borrower shall issue a Revolving Credit
Note to such Revolving Credit Lender on the Restatement Effective Date. A
Revolving Credit Note and the Obligation evidenced thereby may be assigned or
otherwise transferred in whole or in part only by registration of such
assignment or transfer of such Revolving Credit Note and the Obligation
evidenced thereby in the Register (and each Revolving Credit Note shall
expressly so provide). Any assignment or transfer of all or part of an
Obligation evidenced by a Revolving Credit Note shall be registered in the
Register only upon surrender for registration of assignment or transfer of the
Revolving Credit Note evidencing such Obligation, accompanied by an Assignment
and Acceptance substantially in the form of Exhibit I duly executed by the
Assignor thereof, and thereupon one or more new Revolving Credit Notes shall be
issued to the designated Assignee and the old Revolving Credit Note shall be
returned by the Administrative Agent to the Borrower marked "cancelled." No
assignment of a Revolving Credit Note and the Obligation evidenced thereby shall
be effective unless it shall have been recorded in the Register by the
Administrative Agent as provided in this subsection 2.2. Each Revolving Credit
Lender is hereby authorized to record the date, Type and amount of each
Revolving Credit Loan made by such Revolving Credit Lender to a Revolving Credit
Borrower, each continuation thereof, each conversion of all or a portion thereof
to another Type, the date and amount of each payment or prepayment of principal
thereof and, in the case of Eurodollar Loans, the length of each Interest Period
and the Eurodollar Rate with respect thereto, on the appropriate schedule
annexed to and constituting a part of its Revolving Credit Note (or any
continuation thereof), and any such recordation shall constitute prima facie
evidence of the accuracy of the information so recorded. Each Revolving Credit
Note shall mature on the Termination Date and provide for the payment of
interest in accordance with subsection 2.19.

                  2.3 Procedure for Revolving Credit Borrowing. Subject to the
limitations contained in subsection 2.1, the Revolving Credit Borrowers may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Business Day, provided that the Parent shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business
Days prior to the requested Borrowing Date, if all or any part of the requested
Revolving Credit Loans are to be initially Eurodollar Loans, or (b) one Business
Day prior to the requested Borrowing Date, otherwise), specifying (i) the
aggregate amount to be borrowed, (ii) the requested Borrowing Date, (iii) the
identity of the Revolving Credit Borrower, (iv) whether the borrowing is to be
of Eurodollar Loans, ABR Loans or a combination thereof and (v) if the borrowing
is to be entirely or partly of Eurodollar Loans, the amounts of such Type of
Loan and the lengths of the initial Interest Periods therefor. Each borrowing
under the Revolving Credit Commitments shall be in an amount equal to (x) in the
case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof
(or, if the then Available Revolving Credit Commitments of all the Revolving
Credit Lenders are less than $1,000,000, such lesser amount)


<PAGE>   33
                                                                              27


and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Upon receipt of any such notice from the Parent,
the Administrative Agent shall promptly notify each Revolving Credit Lender
thereof. Each Revolving Credit Lender will make the amount of its pro rata share
of each borrowing available to the Administrative Agent for the account of the
relevant Revolving Credit Borrower at the office of the Administrative Agent
specified in subsection 11.2 prior to 11:00 A.M., New York City time, on the
Borrowing Date requested by the Parent in funds immediately available to such
Administrative Agent. Such borrowing will then be made available to such
Revolving Credit Borrower by the Administrative Agent crediting the account of
such Revolving Credit Borrower on the books of such office with the aggregate of
the amounts made available to the Administrative Agent by the Revolving Credit
Lenders for such Revolving Credit Borrower and in like funds as received by the
Administrative Agent.

                  2.4 CAF Advances. (a) Any CAF Advances outstanding under the
Existing Credit Agreement on the Restatement Effective Date shall continue to be
outstanding as CAF Advances hereunder from and after the Restatement Effective
Date.

                  (b) Subject to the terms and conditions of this Agreement, the
Revolving Credit Borrowers may borrow CAF Advances from the Revolving Credit
Lenders from time to time on any Business Day during the CAF Advance
Availability Period. CAF Advances may be borrowed in amounts such that the
aggregate amount of (i) Revolving Credit Loans, (ii) L/C Obligations, (iii)
Swing Line Loans and (iv) CAF Advances outstanding at any time shall not exceed
the Aggregate Revolving Credit Commitment at such time. Within the limits and on
the conditions hereinafter set forth with respect to CAF Advances, the Revolving
Credit Borrowers from time to time may borrow, repay and reborrow CAF Advances.

                  2.5 Procedure for CAF Advance Borrowing. (a) The Parent, on
behalf of itself or any other Revolving Credit Borrower, shall request CAF
Advances by delivering a CAF Advance Request to the Administrative Agent, not
later than 12:00 Noon (New York City time) four Business Days prior to the
proposed Borrowing Date (in the case of a Eurodollar Rate CAF Advance Request),
and not later than 10:00 A.M. (New York City time) one Business Day prior to the
proposed Borrowing Date (in the case of a Fixed Rate CAF Advance Request). Each
CAF Advance Request in respect of any Borrowing Date may solicit bids for CAF
Advances on such Borrowing Date in an aggregate principal amount of $10,000,000
or an integral multiple of $1,000,000 in excess thereof and having not more than
three alternative CAF Advance Maturity Dates. The CAF Advance Maturity Date for
each CAF Advance shall be the date set forth therefor in the relevant CAF
Advance Request, which date shall be (i) not less than 7 days nor more than 180
days after the Borrowing Date therefor, in the case of a Fixed Rate CAF Advance,
(ii) one, two, three or six months after the Borrowing Date therefor, in the
case of a Eurodollar CAF Advance and (iii) not later than the Termination Date,
in the case of any CAF Advance. The Administrative Agent shall notify each
Revolving Credit Lender promptly by facsimile transmission of the contents of
each CAF Advance Request received by the Administrative Agent. Offers for CAF
Advances can be accepted in amounts of $5,000,000 and integral


<PAGE>   34
                                                                              28


multiples of $1,000,000 in excess thereof, provided that for each CAF Advance
Request the total of the offers accepted may amount to no less than $10,000,000.

                  (b)   In the case of a Eurodollar Rate CAF Advance Request,
upon receipt of notice from the Administrative Agent of the contents of such CAF
Advance Request, each Revolving Credit Lender may elect, in its sole discretion,
to offer irrevocably to make one or more CAF Advances at the applicable
Eurodollar Rate plus (or minus) a margin determined by such Revolving Credit
Lender in its sole discretion for each such CAF Advance. Any such irrevocable
offer shall be made by delivering a CAF Advance Offer to the Administrative
Agent, before 10:30 A.M. (New York City time) on the day that is three Business
Days before the proposed Borrowing Date, setting forth:

                  (i)   the maximum amount of CAF Advances for each CAF Advance
         Maturity Date and the aggregate maximum amount of CAF Advances for all
         CAF Advance Maturity Dates which such Revolving Credit Lender would be
         willing to make (which amounts may, subject to subsection 2.4, exceed
         such Revolving Credit Lender's Revolving Credit Commitment); and

                  (ii)  the margin above or below the appropriate Eurodollar
         Rate at which such Revolving Credit Lender is willing to make each such
         CAF Advance.

         The Administrative Agent shall advise the Parent, on behalf of itself
         or the relevant Revolving Credit Borrower, as the case may be, before
         11:00 A.M. (New York City time) on the date which is three Business
         Days before the proposed Borrowing Date of the contents of each such
         CAF Advance Offer received by it. If the Administrative Agent, in its
         capacity as a Revolving Credit Lender, shall elect, in its sole
         discretion, to make any such CAF Advance Offer, it shall advise the
         Revolving Credit Borrower of the contents of its CAF Advance Offer
         before 10:15 A.M. (New York City time) on the date which is three
         Business Days before the proposed Borrowing Date.

                  (c)   In the case of a Fixed Rate CAF Advance Request, upon
receipt of notice from the Administrative Agent of the contents of such CAF
Advance Request, each Revolving Credit Lender may elect, in its sole discretion,
to offer irrevocably to make one or more CAF Advances at a rate of interest
determined by such Revolving Credit Lender in its sole discretion for each such
CAF Advance. Any such irrevocable offer shall be made by delivering a CAF
Advance Offer to the Administrative Agent before 9:30 A.M. (New York City time)
on the proposed Borrowing Date, setting forth:

                  (i)   the maximum amount of CAF Advances for each CAF Advance
         Maturity Date, and the aggregate maximum amount for all CAF Advance
         Maturity Dates, which such Revolving Credit Lender would be willing to
         make (which amounts may, subject to subsection 2.4, exceed such
         Revolving Credit Lender's Revolving Credit Commitment); and


<PAGE>   35
                                                                              29


                  (ii)  the rate of interest at which such Revolving Credit
         Lender is willing to make each such CAF Advance.

         The Administrative Agent shall advise the Parent, on behalf of itself
         or the relevant Revolving Credit Borrower, as the case may be, before
         10:00 A.M. (New York City time) on the proposed Borrowing Date of the
         contents of each such CAF Advance Offer received by it. If the
         Administrative Agent, in its capacity as a Revolving Credit Lender,
         shall elect, in its sole discretion, to make any such CAF Advance
         Offer, it shall advise such Revolving Credit Borrower of the contents
         of its CAF Advance Offer before 9:15 A.M. (New York City time) on the
         proposed Borrowing Date.

                  (d)   Before 11:30 A.M. (New York City time) three Business
Days before the proposed Borrowing Date (in the case of CAF Advances requested
by a Eurodollar Rate CAF Advance Request) and before 10:30 A.M. (New York City
time) on the proposed Borrowing Date (in the case of CAF Advances requested by a
Fixed Rate CAF Advance Request), the Parent, on behalf of itself or the relevant
Revolving Credit Borrower, as the case may be, in its absolute discretion,
shall:

                  (i)   cancel such CAF Advance Request by giving the
         Administrative Agent telephone notice to that effect, or

                  (ii)  by giving telephone notice to the Administrative Agent
         (immediately confirmed by delivery to the Administrative Agent of a CAF
         Advance Confirmation by facsimile transmission) (A) subject to the
         provisions of subsection 2.5(e), accept one or more of the offers made
         by any Revolving Credit Lender or Revolving Credit Lenders pursuant to
         subsection 2.5(b) or subsection 2.5(c), as the case may be, and (B)
         reject any remaining offers made by Revolving Credit Lenders pursuant
         to subsection 2.5(b) or subsection 2.5(c), as the case may be.

                  (e)   The Parent's acceptance of CAF Advances in response to
any CAF Advance Offers shall be subject to the following limitations:

                  (i)   the amount of CAF Advances accepted for each CAF Advance
         Maturity Date specified by any Revolving Credit Lender in its CAF
         Advance Offer shall not exceed the maximum amount for such CAF Advance
         Maturity Date specified in such CAF Advance Offer;

                  (ii)  the aggregate amount of CAF Advances accepted for all
         CAF Advance Maturity Dates specified by any Revolving Credit Lender in
         its CAF Advance Offer shall not exceed the aggregate maximum amount
         specified in such CAF Advance Offer for all such CAF Advance Maturity
         Dates;


<PAGE>   36
                                                                              30


                  (iii) the Parent may not accept offers for CAF Advances for
         any CAF Advance Maturity Date in an aggregate principal amount in
         excess of the maximum principal amount requested in the related CAF
         Advance Request; and

                  (iv)  if the Parent accepts any of such offers, it must accept
         offers based solely upon pricing for each relevant CAF Advance Maturity
         Date and upon no other criteria whatsoever, and if two or more
         Revolving Credit Lenders submit offers for any CAF Advance Maturity
         Date with identical pricing and the Parent accepts any of such offers
         but does not wish to (or, by reason of the limitations set forth in
         subsection 2.4, cannot) borrow the total amount offered by such
         Revolving Credit Lenders with such identical pricing, the Parent shall
         accept offers from all of such Revolving Credit Lenders in amounts
         allocated among them pro rata according to the amounts offered by such
         Revolving Credit Lenders (with appropriate rounding, in the sole
         discretion of the Parent, to assure that each accepted CAF Advance is
         an integral multiple of $1,000,000); provided that if the number of
         Revolving Credit Lenders that submit offers for any CAF Advance
         Maturity Date at identical pricing is such that, after the Parent
         accepts such offers pro rata in accordance with the foregoing
         provisions of this paragraph, the CAF Advance to be made by any such
         Revolving Credit Lender would be less than $5,000,000 principal amount,
         the number of such Revolving Credit Lenders shall be reduced by the
         Administrative Agent by lot until the CAF Advances to be made by each
         such remaining Revolving Credit Lender would be in a principal amount
         of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

                  (f)   If the Parent notifies the Administrative Agent that a
CAF Advance Request is cancelled pursuant to subsection 2.5(d)(i), the
Administrative Agent shall give prompt telephone or fax notice thereof to the
Revolving Credit Lenders.

                  (g)   If the Parent accepts pursuant to subsection 2.5(d)(ii)
one or more of the offers made by any Revolving Credit Lender or Revolving
Credit Lenders, the Administrative Agent promptly shall notify each Revolving
Credit Lender which has made such an offer of (i) the aggregate amount of such
CAF Advances to be made on such Borrowing Date for each CAF Advance Maturity
Date and (ii) the acceptance or rejection of any offers to make such CAF
Advances made by such Revolving Credit Lender. Before 12:00 Noon (New York City
time) on the Borrowing Date specified in the applicable CAF Advance Request,
each Revolving Credit Lender whose CAF Advance Offer has been accepted shall
make available to the Administrative Agent at its office set forth in subsection
11.2 the amount of CAF Advances to be made by such Revolving Credit Lender, in
immediately available funds. The Administrative Agent will make such funds
available to the relevant Revolving Credit Borrower as soon as practicable on
such date at such office of the Administrative Agent. As soon as practicable
after each Borrowing Date, the Administrative Agent shall notify each Revolving
Credit Lender of the aggregate amount of CAF Advances advanced on such Borrowing
Date and the respective CAF Advance Maturity Dates thereof.



<PAGE>   37
                                                                              31


                  2.6   CAF Advance Payments. (a) The Revolving Credit Borrower
in respect of each CAF Advance shall pay to the Administrative Agent, for the
account of the Revolving Credit Lender which has made such CAF Advance, on the
applicable CAF Advance Maturity Date the then unpaid principal amount of such
CAF Advance. The Revolving Credit Borrowers shall not have the right to prepay
any principal amount of any CAF Advance without the consent of the Revolving
Credit Lender to which such CAF Advance is owed.

                  (b)   The Revolving Credit Borrower in respect of each CAF
Advance shall pay interest on the unpaid principal amount of such CAF Advance
made to such Revolving Credit Borrower from the Borrowing Date to the applicable
CAF Advance Maturity Date at the rate of interest specified in the CAF Advance
Offer accepted by the Revolving Credit Borrower in connection with such CAF
Advance (calculated on the basis of a 360-day year for actual days elapsed),
payable on each applicable CAF Advance Interest Payment Date.

                  (c)   If any principal of, or interest on, any CAF Advance
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such CAF Advance shall, without limiting any rights of any Revolving
Credit Lender under this Agreement, bear interest from the date on which such
payment was due at a rate per annum which is 2% above the rate which would
otherwise be applicable to such CAF Advance until the stated CAF Advance
Maturity Date of such CAF Advance, and for each day thereafter at a rate per
annum which is 2% above the ABR, in each case until paid in full (as well after
as before judgment). Interest accruing pursuant to this paragraph (c) shall be
payable from time to time on demand.

                  2.7   CAF Advance Notes. Pursuant to the Existing Credit
Agreement, each Revolving Credit Borrower issued a promissory note to evidence
the CAF Advances made by each Revolving Credit Lender to such Revolving Credit
Borrower, substantially in the form of Exhibit M to this Agreement, with
appropriate insertions as to payee, date and principal amount (a "CAF Advance
Note"), payable to the order of such Revolving Credit Lender and representing
the obligation of each Revolving Credit Borrower to pay the lesser of (a) the
amount of the Aggregate Revolving Credit Commitment and (b) the unpaid principal
amount of all CAF Advances made by such Revolving Credit Lender to such
Revolving Credit Borrower, with interest on the unpaid principal amount from
time to time outstanding of each CAF Advance evidenced thereby as prescribed in
subsection 2.6(b). Such CAF Advance Notes shall continue to be outstanding after
the Restatement Effective Date and still continue to evidence the CAF Advances.
In the event that any Revolving Credit Lender shall become a party to this
Agreement on the Restatement Effective Date, each Revolving Credit Borrower
shall issue a CAF Advance Note to such Revolving Credit Lender on the
Restatement Effective Date. Each Revolving Credit Lender is hereby authorized to
record, with respect to the appropriate Revolving Credit Borrower, the date and
amount of each CAF Advance made by such Revolving Credit Lender, the CAF Advance
Maturity Date thereof, the date and amount of each payment of principal thereof
and the interest rate with respect thereto on the schedule attached to and
constituting part of its CAF Advance Note, and any such recordation shall
constitute prima facie evidence of the accuracy of the information so recorded;
provided, however, that the failure to make any such recordation shall not
affect the obligations of the Revolving Credit Borrowers hereunder or under



<PAGE>   38
                                                                              32


any CAF Advance Note. Each CAF Advance shall bear interest for the period from
and including the Borrowing Date of such CAF Advance on the unpaid principal
amount thereof from time to time outstanding at the applicable rate per annum
determined as provided in, and such interest shall be payable as specified in,
subsection 2.6(b).

                  2.8   Certain Restrictions. A CAF Advance Request may request
offers for CAF Advances to be made on not more than one Borrowing Date and to
mature on not more than three CAF Advance Maturity Dates. No CAF Advance Request
may be submitted earlier than five Business Days after submission of any other
CAF Advance Request.

                  2.9   Commitment Fees. (a) The Parent agrees to pay to the
Administrative Agent for the account of each Revolving Credit Lender a
commitment fee during the period from the last date prior to the Restatement
Effective Date on which commitment fees were paid under the Existing Credit
Agreement to but excluding the Termination Date, computed at the rate per annum
set forth in the column labeled "Rate" below opposite the category below which
describes the Applicable Level in effect on such day on the Available Revolving
Credit Commitment of such Revolving Credit Lender on such day:

<TABLE>
<CAPTION>

                       Applicable Level       Rate
                       ----------------       ----
<S>                                         <C>
                             Level 1          .15%
                             Level 2          .1875%
                             Level 3          .20%
                             Level 4          .225%
</TABLE>

                  (b)   Commitment fees shall be payable on the last day of each
calendar quarter, commencing on September 30, 1999.

                  2.10  Optional Termination or Reduction of Revolving Credit
Commitments. The Parent shall have the right, upon not less than five Business
Days' notice from the Parent to the Administrative Agent to terminate the
Aggregate Revolving Credit Commitment or, from time to time, to reduce the
amount of the Aggregate Revolving Credit Commitment; provided that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any prepayments of the Revolving Credit Loans, the Swing Line Loans and the
CAF Advances (to the extent permitted by subsection 2.6) made on the effective
date thereof, the aggregate principal amount of the Revolving Credit Loans, the
Swing Line Loans and the CAF Advances then outstanding, when added to the then
outstanding L/C Obligations, would exceed the Aggregate Revolving Credit
Commitment then in effect. Any such reduction shall be in an amount equal to
$5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce
permanently the Aggregate Revolving Credit Commitment then in effect.

                  2.11  Tranche A Term Loans. Pursuant to the Existing Credit
Agreement, term loans ("Tranche A Term Loans") were made to the Tranche A Term
Loan Borrowers in the aggregate principal amount for each Tranche A Term Loan
Borrower as follows: (a) $45,000,000, in the case of each of Ormco, Erie and
Barnstead (of which $26,051,833.35 is



<PAGE>   39
                                                                              33


outstanding on the Restatement Effective Date), (b) $75,000,000, in the case of
Kerr (of which $43,419,722.25 is outstanding on the Restatement Effective Date)
and (c) $90,000,000, in the case of NNI (of which $52,103,666.70 is outstanding
on the Restatement Effective Date); the Tranche A Term Loans shall continue to
be outstanding hereunder from and after the Restatement Effective Date. The
Tranche A Term Loans may from time to time be (i) Eurodollar Loans, (ii) ABR
Loans or (iii) a combination thereof, as determined by the Parent and notified
to the Administrative Agent in accordance with subsection 2.17. The Tranche A
Term Loans shall mature and be payable as provided in subsection 2.12.

                  2.12  Tranche A Term Notes; Repayment. (a) Pursuant to the
Existing Credit Agreement, each Tranche A Term Loan Borrower issued a promissory
note to evidence the Tranche A Term Loans made by each Lender to such Tranche A
Term Loan Borrower, substantially in the form of Exhibit B-1 to this Agreement
(a "Tranche A Term Note"), with appropriate insertions therein as to payee, date
and principal amount, payable to the order of such Lender. Such Tranche A Term
Notes shall continue to be outstanding after the Restatement Effective Date and
still continue to evidence the Tranche A Term Loans. A Tranche A Term Note and
the Obligation evidenced thereby may be assigned or otherwise transferred in
whole or in part only by registration of such assignment or transfer of such
Tranche A Term Note and the Obligation evidenced thereby in the Register (and
each Tranche A Term Note shall expressly so provide). Any assignment or transfer
of all or part of an Obligation evidenced by a Tranche A Term Note shall be
registered in the Register only upon surrender for registration of assignment or
transfer of the Tranche A Term Note evidencing such Obligation, accompanied by
an Assignment and Acceptance substantially in the form of Exhibit I duly
executed by the Assignor thereof, and thereupon one or more new Tranche A Term
Notes shall be issued to the designated Assignee and the old Tranche A Term Note
shall be returned by the Administrative Agent to the Borrower marked
"cancelled." No assignment of a Tranche A Term Note and the Obligation evidenced
thereby shall be effective unless it shall have been recorded in the Register by
the Administrative Agent as provided in this subsection 2.12. Each Lender is
hereby authorized to record the date and amount of each payment or prepayment of
principal of its Tranche A Term Loan made to such Tranche A Term Loan Borrower,
each continuation thereof, each conversion of all or a portion thereof to
another Type and, in the case of Eurodollar Loans, the length of each Interest
Period with respect thereto, on the appropriate schedule annexed to and
constituting a part of its Tranche A Term Note (or any continuation thereof),
and any such recordation shall constitute prima facie evidence of the accuracy
of the information so recorded.

                  (b)   The Tranche A Term Note of each Lender shall provide for
the payment of interest in accordance with subsection 2.19, and shall mature in
8 consecutive quarterly installments, payable on the last day of each October,
January, April and July, commencing on October 31, 2000, each of which shall be
in an amount equal to such Lender's Tranche A Term Loan Commitment Percentage of
the respective amounts set forth in accordance with the following schedule
multiplied by a fraction the numerator of which is equal to (i) $45,000,000 in
the case of installments payable by Ormco, Erie or Barnstead, (ii) $75,000,000
in the case of installments payable by Kerr or (iii) $90,000,000 in the case of
installments payable by NNI and the denominator of which is equal in each case
to $300,000,000.


<PAGE>   40
                                                                              34


<TABLE>
<CAPTION>

                  Date                    Principal Amount
                  ----                    ----------------
<S>                                  <C>
                  October 31, 2000          $11,214,444
                  January 31, 2001          $12,500,000
                  April 30, 2001     $12,500,000
                  July 31, 2001             $16,250,000
                  October 31, 2001          $16,250,000
                  January 31, 2002          $16,250,000
                  April 30, 2002     $16,250,000
                  July 31, 2002             $72,464,445
</TABLE>

                  2.13  [Reserved]

                  2.14  Optional Prepayments. Subject to the limitations
contained in subsections 2.1 and 2.6 in respect of prepayments of Revolving
Credit Loans, each Borrower may on the last day of any Interest Period with
respect thereto, in the case of Eurodollar Loans, or at any time and from time
to time, in the case of ABR Loans, prepay the Loans made to such Borrower, in
whole or in part, without premium or penalty, upon at least four Business Days'
irrevocable notice in the case of Eurodollar Loans, and upon irrevocable notice
received by the Administrative Agent prior to 11:00 A.M. (New York City time) on
the requested prepayment date in the case of ABR Loans, or upon irrevocable
notice received by the Administrative Agent prior to 11:00 A.M. on the requested
prepayment date in the case of Swing Line Loans, specifying the Borrower making
the prepayment, the date and amount of prepayment, whether the prepayment is of
Term Loans, Swing Line Loans, Revolving Credit Loans or a combination thereof,
and, if a combination thereof, the amount allocable to each and whether the
prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if
of a combination thereof, the amount allocable to each. Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant Lender
thereof. If any such notice is given, the amount specified in such notice shall
be due and payable on the date specified therein, together with any amounts
payable pursuant to subsection 2.26 and, in the case of prepayments of the Term
Loans only, accrued interest to such date on the amount prepaid. Partial
prepayments of the Term Loans shall be applied to the Tranche A Term Loans, the
Additional Tranche A Term Loans and the Tranche B Term Loans, pro rata according
to the respective outstanding amounts thereof, and with respect to the Tranche A
Term Loans and the Tranche B Term Loans, equally between (i) the outstanding
installment of principal scheduled to be paid pursuant to subsections 2.12 or
2.32, as the case may be, immediately succeeding the date of such prepayment and
(ii) the last outstanding scheduled installment of principal pursuant to
subsections 2.12 or 2.32, as the case may be. Amounts prepaid on account of the
Term Loans may not be reborrowed. Partial prepayments shall be in an aggregate
principal amount of $1,000,000 (or $100,000 in the case of Swing Line Loans) or,
in any case, a whole multiple of $100,000 in excess thereof.

                  2.15  Mandatory Prepayments and Commitment Reductions. (a)
Upon receipt by the Parent or any of its Subsidiaries of any Net Proceeds with
respect to an Asset Disposition, (i)




<PAGE>   41
                                                                              35


if such Net Proceeds are not attributable to a Smaller Sale or (ii) if such Net
Proceeds are attributable to a Smaller Sale and such Net Proceeds, together with
all other Net Proceeds of Smaller Sales exceed $50,000,000, then on the first
Business Day after receipt of the Net Proceeds from such Asset Disposition, the
Borrowers shall prepay the Loans, reduce the Aggregate Revolving Credit
Commitment and/or cash collateralize the outstanding Letters of Credit as
provided for herein in an amount equal to 100% of such Net Proceeds (or in the
case of Net Proceeds described in clause (ii) of this paragraph (a), if less,
the amount by which such Net Proceeds, together with all other Net Proceeds
attributable to Smaller Sales, exceed $50,000,000).

                  (b)   Upon receipt by the Parent or any of its Subsidiaries of
any Net Proceeds in connection with the incurrence of any Indebtedness by the
Parent or such Subsidiary (other than Excepted Indebtedness), then on the first
Business Day after such incurrence, the Borrowers shall prepay the Loans, reduce
the Aggregate Revolving Credit Commitment and/or cash collateralize the
outstanding Letters of Credit as provided for herein in an amount equal to 100%
of such Net Proceeds.

                  (c)   Any prepayment required by the terms of this subsection
2.15 shall be applied first to the prepayment of the Term Loans in accordance
with the following sentence until the Term Loans shall have been satisfied in
full and second to the permanent reduction of the Aggregate Revolving Credit
Commitment. Prepayments of the Term Loans shall be made pro rata among Tranche A
Term Loans, Additional Tranche A Term Loans and the Tranche B Term Loans based
on the outstanding aggregate principal amounts thereof, and prepayment of the
Tranche A Term Loans and the Tranche B Term Loans pursuant to this subsection
2.15 shall be applied equally between (i) the outstanding installments of
principal scheduled to be paid pursuant to subsections 2.12 or 2.32, as the case
may be, immediately succeeding the date of such prepayment and (ii) the last
outstanding scheduled installments of principal pursuant to subsections 2.12 or
2.32, as the case may be. Amounts prepaid on account of the Term Loans may not
be reborrowed.
                  (d)   Each prepayment of the Loans pursuant to this subsection
2.15 shall be accompanied by payment in full of all accrued interest thereon to
and including the date of such prepayment, together with any additional amounts
owing pursuant to subsection 2.26. Each reduction of the Aggregate Revolving
Credit Commitment pursuant to this subsection 2.15 shall be accompanied by a
prepayment of the Revolving Credit Loans, the Swing Line Loans and the CAF
Advances (if permitted by subsection 2.6) then outstanding in an amount equal to
the excess, if any, of the sum of (i) the Revolving Credit Loans, (ii) the Swing
Line Loans, (iii) the CAF Advances and (iv) the L/C Obligations then
outstanding, over the Aggregate Revolving Credit Commitment, as so reduced. Any
prepayment required by the immediately preceding sentence shall be applied first
to the outstanding Swing Line Loans until they are paid in full, second to the
Revolving Credit Loans and third to the CAF Advances (if permitted by subsection
2.6). To the extent that in connection with the requirements hereof the
Revolving Credit Loans, the Swing Line Loans and the CAF Advances have been
reduced to zero and the L/C Obligations then outstanding exceed the Aggregate
Revolving Credit Commitment, as so reduced, the Parent



<PAGE>   42
                                                                              36


shall, simultaneously with such reduction, deposit in a cash collateral account
with the Administrative Agent having terms and conditions reasonably acceptable
to the Administrative Agent, an amount equal to the sum of (i) the amount by
which such outstanding L/C Obligations exceed the Aggregate Revolving Credit
Commitment, as reduced and (ii) an amount equal to the commissions, fees and
estimated expenses (in each case as determined pursuant to subsection 3.3)
expected to be incurred by the Parent with respect to such L/C Obligations over
a one year period.

                  (e)   The Parent may allocate any prepayment of the Term Loans
pursuant to this subsection 2.15 among the Tranche A Term Notes, Additional
Tranche A Term Notes and Tranche B Term Notes, as the case may be, of the
Subsidiary Borrowers as the Parent may determine; provided that the Parent shall
give the Administrative Agent prior written notice of such allocation not less
than three Business Days prior to such prepayment; and provided, further, that
in the event that the Parent does not so notify the Administrative Agent, the
Administrative Agent shall allocate such payments to the Subsidiary Borrowers as
it determines in its sole discretion.

                  (f)   If at any time the Aggregate Outstanding Revolving
Extensions of Credit of all the Revolving Credit Lenders shall exceed the
Aggregate Revolving Credit Commitments by as much as $5,000,000 (by virtue of
any change in the exchange rate of any Foreign Currency in which a Letter of
Credit is denominated or otherwise), the Parent shall immediately prepay the
Revolving Credit Loans and/or cash collateralize the then outstanding L/C
Obligations by an amount equal to such excess within three Business Days. Any
such cash collateralization of L/C Obligations shall be accomplished in the
manner contemplated in the penultimate paragraph of Section 8 concerning the
acceleration of the obligations hereunder.

                  2.16  Swing Line Commitments. (a) Subject to the terms and
conditions hereof and provided no Default or Event of Default shall have
occurred and be continuing, Chase agrees to make swing line loans to the Parent
(individually, a "Swing Line Loan"; collectively the "Swing Line Loans") from
time to time during the Revolving Credit Commitment Period in an aggregate
principal amount at any one time outstanding not to exceed $15,000,000, provided
that at no time shall the aggregate principal amount of Swing Line Loans
outstanding, when added to Chase's then Aggregate Outstanding Revolving
Extensions of Credit, exceed Chase's Revolving Credit Commitment. Amounts
borrowed under this subsection 2.16 may be repaid and, through but excluding the
Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans
and shall not be entitled to be converted into Eurodollar Loans. Each borrowing
of Swing Line Loans shall be in an amount equal to $100,000 or a whole multiple
of $100,000 in excess thereof. The Parent shall give Chase irrevocable notice
(which notice must be received by Chase prior to 11:00 A.M., New York City time)
on the requested Borrowing Date specifying the amount of the requested Swing
Line Loan. The proceeds of the Swing Line Loan will be made available by Chase
to the Parent at the office of Chase by crediting the account of the Parent at
such office with such proceeds.


<PAGE>   43
                                                                              37


                  (b)   Prior to the Restatement Effective Date, the Parent
issued a promissory note to evidence the Swing Line Loans made by Chase to the
Parent, substantially in the form of Exhibit C to this Agreement (the "Swing
Line Note"), payable to the order of Chase and representing the obligation of
the Parent to pay the unpaid principal amount of the Swing Line Loans made to
the Parent, with interest thereon as prescribed in subsection 2.19. The Swing
Line Note shall continue to be outstanding on the Restatement Effective Date and
shall continue to evidence the Swing Line Loans. Chase is hereby authorized to
record the Borrowing Date, the amount of each Swing Line Loan made to the Parent
and the date and amount of each payment or prepayment of principal thereof, on
the appropriate schedule annexed to and constituting a part of the Swing Line
Note (or any continuation thereof) and any such recordation shall constitute
prima facie evidence of the accuracy of the information so recorded. The Swing
Line Loans shall mature on the Termination Date and bear interest for the period
from the date thereof to the Termination Date on the unpaid principal amount
thereof from time to time outstanding at the applicable interest rate per annum
determined as provided in, and payable as specified in, subsection 2.19.

                  (c)   Chase at any time in its sole and absolute discretion,
may, and on each Monday (or if such day is not a Business Day, the next Business
Day) shall, on behalf of the Parent (which hereby irrevocably directs Chase to
act on its behalf) request prior to 11:00 A.M. (New York City time) each
Revolving Credit Lender, including Chase, to make a Revolving Credit Loan to the
Parent in an amount equal to such Revolving Credit Lender's Revolving Credit
Commitment Percentage of the amount of the Swing Line Loans made to the Parent
(the "Refunded Swing Line Loans") outstanding on the date such notice is given;
provided, that no such request shall be made at any time when the aggregate
principal amount of the Swing Line Loans at such time does not exceed $1,000,000
(such Swing Line Loans which in the aggregate do not exceed $1,000,000 are
referred to herein as the "Lesser Swing Line Loans"). Unless any of the events
described in paragraph (f) of Section 8 shall have occurred (in which event the
procedures of paragraph (d) of this subsection 2.16 shall apply) each Revolving
Credit Lender shall make the proceeds of its Revolving Credit Loan to the Parent
available to Chase for the account of Chase at the office of Chase specified in
subsection 11.2 prior to 2:00 P.M. (New York City time) in funds immediately
available on the date such notice is given. The proceeds of such Revolving
Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans
of the Parent. Each Revolving Credit Loan made pursuant to this subsection
2.16(c) shall be an ABR Loan.

                  (d)   If prior to the making of a Revolving Credit Loan to any
Revolving Credit Borrower pursuant to paragraph (c) of this subsection 2.16 one
of the events described in paragraph (f) of Section 8 shall have occurred, each
Revolving Credit Lender will on the date such Revolving Credit Loan was to have
been made or the date such Revolving Credit Loan would have otherwise been made
had the Swing Line Loans then outstanding not been Lesser Swing Line Loans,
purchase an undivided participating interest in the Refunded Swing Line Loans or
Lesser Swing Line Loans, as the case may be, in an amount equal to its Revolving
Credit Commitment Percentage of such Refunded Swing Line Loans or Lesser Swing
Line Loans, as the case may be. Each Revolving Credit Lender will immediately
transfer to Chase, in



<PAGE>   44
                                                                              38


immediately available funds, the amount of its participation and upon receipt
thereof Chase will deliver to such Revolving Credit Lender a Swing Line Loan
participation certificate dated the date of receipt of such funds and in such
amount.

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

                  (f)   Each Revolving Credit Lender's obligation to purchase
participating interests pursuant to this subsection 2.16 shall not be affected
by any circumstance (except for any circumstance resulting solely from the gross
negligence on willful misconduct of Chase), including, without limitation, (i)
any set-off, counterclaim, recoupment, defense or other right which such
Revolving Credit Lender or any Borrower may have against Chase, any Borrower or
any other Person for any reason whatsoever; (ii) any adverse change in the
condition (financial or otherwise) of the Parent or any Subsidiary Borrower;
(iv) any breach of this Agreement by any Borrower or any other Revolving Credit
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.

                  2.17  Conversion and Continuation Options. (a) Any Borrower
may elect from time to time to convert Eurodollar Loans to ABR Loans by the
Parent giving the Administrative Agent at least two Business Days' prior
irrevocable notice of such election, provided that any such conversion of
Eurodollar Loans may only be made on the last day of an Interest Period with
respect thereto. Any Borrower may elect from time to time to convert ABR Loans
to Eurodollar Loans by the Parent giving the Administrative Agent at least three
Business Days' prior irrevocable notice of such election. Any such notice of
conversion to Eurodollar Loans shall specify the length of the initial Interest
Period or Interest Periods therefor. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. All or
any part of outstanding Eurodollar Loans and ABR Loans may be converted as
provided herein, provided that (i) no Loan may be converted into a Eurodollar
Loan when any Event of Default has occurred and is continuing and the
Administrative Agent has or the Majority Lenders have determined that such a
conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar
Loan after the date that is one month prior to the Termination Date (in the case
of conversions of Revolving Credit Loans) or the due date of the final
installment of principal (in the case of conversions of Term Loans) and (iii) no
Swing Line Loan may be converted into a Eurodollar Loan.

                  (b)   Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Parent giving notice to the Administrative



<PAGE>   45
                                                                              39


Agent, in accordance with the applicable provisions of the term "Interest
Period" set forth in subsection 1.1, of the length of the next Interest Period
to be applicable to such Loans, provided that no Eurodollar Loan may be
continued as such (i) when any Event of Default has occurred and is continuing
and the Administrative Agent has or the Majority Lenders have determined that
such a continuation is not appropriate or (ii) after the date that is one month
prior to the Termination Date (in the case of continuations of Revolving Credit
Loans) or the due date of the final installment of principal (in the case of
continuations of Term Loans) and provided, further, that if the Parent shall
fail to give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso such Loans shall
be automatically converted to ABR Loans on the last day of such then expiring
Interest Period.

                  2.18  Maximum Number of Tranches. All borrowings, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be done in such a manner so that, after giving effect thereto,
there shall never be more than 12 Tranches of Term Loans or 12 Tranches of
Revolving Credit Loans outstanding at one time.

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

                  (b)   Each ABR Loan shall bear interest at a rate per annum
equal to the ABR plus the Applicable Margin then in effect.

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

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

                  2.20  Computation of Interest and Fees. (a) Commitment fees
and letter of credit fees and, whenever it is calculated on the basis of the
Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed; and, otherwise, interest
shall be calculated on the basis of a 360-day year for the actual days elapsed.
The Administrative Agent shall as soon as practicable notify the Parent and the
relevant Lenders of each determination of a Eurodollar Rate. Any change in the
interest rate on a Loan resulting from a change in the ABR, the Eurocurrency
Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage
shall become effective as of the opening of business on the day on



<PAGE>   46
                                                                              40


which such change becomes effective. The Administrative Agent shall as soon as
practicable notify the Parent and the Lenders of the effective date and the
amount of each such change in interest rate.

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

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

                  (a)   the Administrative Agent shall have determined in good
faith (which determination shall be conclusive and binding upon the Borrowers)
that, by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for such
Interest Period, or

                  (b)   the Administrative Agent shall have received notice from
the Majority Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders in good faith) of making or
maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Parent and the Lenders as soon as practicable thereafter. If such notice is
given (x) any Eurodollar Loans, requested to be made on the first day of such
Interest Period shall be made as ABR Loans, (y) any Loans that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
continued as ABR Loans and (z) any outstanding Eurodollar Loans that were to
have been continued on the first day of such Interest Period shall be converted,
on the first day of such Interest Period, to ABR Loans. Until such notice has
been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be
made or continued as such, nor shall any Borrower have the right to convert
Loans to Eurodollar Loans.

                  2.22  Pro Rata Treatment and Payments. (a) Each borrowing by
any Borrower from the Lenders hereunder (other than any borrowing of Swing Line
Loans or CAF Advances), each payment by any Borrower on account of any
commitment fee hereunder (except as otherwise specifically provided herein) and
any reduction of the Commitments of the Lenders shall be made pro rata according
to the respective relevant Commitment Percentages of the Lenders. Each payment
(including each prepayment) by any Borrower on account of principal of and
interest on the Loans made to such Borrower shall be made pro rata according to
the respective principal or interest, as the case may be, in respect of such
Loans then due and owing to the Lenders. All payments (including prepayments) to
be made by the Borrowers hereunder and under the Notes, whether on account of
principal, interest, fees or otherwise, shall be made without set off or
counterclaim and shall be made prior to 12:00 Noon, New York City time, on



<PAGE>   47
                                                                              41


the due date thereof to the Administrative Agent, for the account of the
Lenders, at the Administrative Agent's office specified in subsection 11.2, in
Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the relevant Lenders promptly upon receipt in like
funds as received. If any payment hereunder (other than payments on the
Eurodollar Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day, and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day.

                  (b)   Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its relevant Commitment Percentage of such
borrowing available to the Administrative Agent, the Administrative Agent may
assume that such Lender is making such amount available to the Administrative
Agent, and the Administrative Agent may, in reliance upon such assumption, make
available to the relevant Borrower a corresponding amount. If such amount is not
made available to the Administrative Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to the Administrative Agent, on demand,
such amount with interest thereon at a rate equal to the daily average Federal
Funds Effective Rate for the period until such Lender makes such amount
immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this subsection shall be conclusive in the absence of manifest error. If
such Lender's relevant Commitment Percentage of such borrowing is not made
available to the Administrative Agent by such Lender within three Business Days
of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum applicable to
ABR Loans hereunder, on demand, from the relevant Borrower. The failure of any
Lender to make any Loan to be made by it shall not, in and of itself, relieve
any other Lender of its obligation hereunder to make its Loan on such Borrowing
Date.

                  2.23  Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof subsequent to the date hereof shall make
it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated
by this Agreement, (a) the commitment of such Lender hereunder to make
Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans to
Eurodollar Loans shall forthwith be cancelled and (b) such Lender's Loans then
outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR
Loans on the respective last days of the then current Interest Periods with
respect to such Loans or within such earlier period as required by law. If any
such conversion of a Eurodollar Loan occurs on a day which is not the last day
of the then current Interest Period with respect thereto, the relevant Borrower
shall pay to such Lender such amounts, if any, as may be required pursuant to
subsection 2.26.


<PAGE>   48
                                                                              42


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

                  (i)   shall subject any Lender to any tax of any kind
         whatsoever with respect to this Agreement, any Note, any Letter of
         Credit, any Application or any Eurodollar Loan made by it, or change
         the basis of taxation of payments to such Lender in respect thereof
         (except for Non-Excluded Taxes covered by subsection 2.25, net income
         or franchise taxes (imposed in lieu of net income taxes) and changes in
         the rate of tax on the overall net income of such Lender);

                  (ii)  shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the Eurodollar Rate
         hereunder; or

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

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in any
Letter of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the relevant Borrower shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for such increased cost or reduced amount receivable; provided that
before making any such demand, each Lender agrees to use its reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate an alternative applicable lending office if the making of such
designation would allow the Lender or its applicable lending office to continue
to perform its obligations to make Eurodollar Loans or to continue to fund or
maintain Eurodollar Loans and avoid the need for, or materially reduce the
amount of, such increased costs; provided further, that no Lender will be
required to make any such designation if to do so would result in any material
costs to such Lender, as determined by such Lender in its reasonable discretion.
If any Lender becomes entitled to claim any additional amounts pursuant to this
subsection, it shall promptly notify the Parent, through the Administrative
Agent, of the event by reason of which it has become so entitled. A certificate
as to any additional amounts payable pursuant to this subsection submitted by
such Lender in good faith, through the Administrative Agent, to the Parent shall
be conclusive in the absence of manifest error. If the Parent notifies the
Administrative Agent within five Business Days after any Lender notifies the
Parent of any increased cost pursuant to the foregoing provisions of this
subsection 2.24, the relevant Borrower may convert all Eurodollar Loans of such
Lender then outstanding into ABR Loans in accordance with subsection 2.17 and,
additionally reimburse such Lender for any cost in accordance with subsection
2.26. This covenant shall survive the termination of this Agreement and the
payment of the Notes and all other amounts payable hereunder for a period of one
year.


<PAGE>   49
                                                                              43


                  (b)   If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under any Letter of Credit to a
level below that which such Lender or such corporation could have achieved but
for such change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender to be material, then from time to time, after submission
by such Lender to the Parent in good faith (with a copy to the Administrative
Agent) of a written request therefor, the Borrowers shall pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction.

                  2.25  Taxes. (a) All payments made by the Borrowers under this
Agreement and the Notes to any Lender not organized under the laws of the United
States of America or any state thereof (a "Foreign Lender") shall be made free
and clear of, and without deduction or withholding for or on account of, any
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any United States Governmental Authority, excluding net
income taxes and franchise taxes (imposed in lieu of net income taxes) imposed
on the Administrative Agent or any Foreign Lender as a result of a present or
former connection between the Administrative Agent or such Foreign Lender and
the jurisdiction of the United States Governmental Authority imposing such tax
or any political subdivision or taxing authority thereof or therein (other than
any such connection arising solely from the Agent or such Foreign Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or the Notes). If any such non-excluded taxes, levies,
imposts, duties, charges, fees deductions or withholdings ("Non-Excluded Taxes")
are required to be withheld from any amounts payable to the Administrative Agent
or any such Foreign Lender hereunder or under the Notes, the amounts so payable
to the Administrative Agent or such Foreign Lender shall be increased to the
extent necessary to yield to the Administrative Agent or such Foreign Lender
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Agreement and
the Notes, provided, however, that the Borrowers shall not be required to
increase any such amounts payable to any Foreign Lender if such Foreign Lender
fails to comply with the requirements of paragraph (b) of this subsection.
Whenever any Non-Excluded Taxes are payable by the Borrowers, as promptly as
possible thereafter the Parent shall send to the Administrative Agent for its
own account or for the account of such Foreign Lender, as the case may be, a
certified copy of an original official receipt received by the relevant Borrower
showing payment thereof. If any Borrower fails to pay any Non-Excluded Taxes
when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary
evidence, the Borrowers shall indemnify the Administrative Agent and the Lenders
for any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure. The


<PAGE>   50
                                                                              44


agreements in this subsection shall survive the termination of this Agreement
and the payment of the Notes and all other amounts payable hereunder for a
period of one year.

                  (b)   Each Foreign Lender shall:

                  (i)   deliver to the Parent and the Administrative Agent (A)
         two duly completed copies of United States Internal Revenue Service
         Form 1001 or 4224, or successor applicable form, as the case may be,
         and an Internal Revenue Service Form W-8 or W-9, or successor
         applicable form, as the case may be, or (B) in the case of a Lender
         claiming exemption from U.S. Federal withholding tax under Section
         871(h) or 881(c) of the Code with respect to payments of "portfolio
         interest," a Form W-8, or successor applicable form, and a statement
         under the penalties of perjury that such Lender (i) is not a "bank"
         under Section 881(c)(3)(A) of the Code, is not subject to regulatory or
         other legal requirements as a bank in any jurisdiction, and has not
         been treated as a bank for purposes of any tax, securities law or other
         filing or submission made to any Governmental Authority, any
         application made to a rating agency or qualification for any exemption
         from tax, securities law or other legal requirements, (ii) is not a
         10-percent shareholder (within the meaning of Section 871(h)(3)(B) of
         the Code) of any of the Borrowers and (iii) is not a controlled foreign
         corporation related to any of the Borrowers (within the meaning of
         Section 864(d)(4) of the Code), certifying in each case that such
         Lender is entitled to receive all payments under this Agreement and the
         Notes payable to it, without deduction or withholding of any United
         States Federal income taxes;

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

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

unless in any such case a 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 Foreign Lender from duly
completing and delivering any such form with respect to it and such Foreign
Lender so advises the Parent and the Administrative Agent. Such Foreign Lender
shall certify (i) in the case of a Form 1001 or 4224, that it is entitled to
receive payments under this Agreement without deduction or withholding of any
United States federal income taxes and (ii) in the case of a Form W-8 or W-9,
that it is entitled to an exemption from United States backup withholding tax.
Each Person that shall become a Lender or a Participant pursuant to subsection
11.6 shall, upon the effectiveness of the related transfer, be required to
provide all of the forms and statements required pursuant to this subsection,
provided that in the case of a Participant such Participant shall furnish all
such required forms and statements to the Lender from which the related
participation shall have been purchased.


<PAGE>   51
                                                                              45


                  (c)   Each Lender which becomes entitled to claim any amounts
pursuant to this subsection 2.25 agrees, upon the request of the Parent, to use
its reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate an alternative applicable lending office
if by doing so any such additional amounts will be avoided, provided that such
designation results in no material additional costs to such Lender, as
determined by such Lender in its reasonable discretion.

                  2.26  Indemnity. Each Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by such Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans after the
Parent has given a notice requesting the same in accordance with the provisions
of this Agreement, (b) default by such Borrower in making any prepayment after
the Parent has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market. This covenant shall survive the termination of this Agreement and the
payment of the Notes and all other amounts payable hereunder for a period of one
year.

                  2.27  Replacement of Lenders. If (a) a Borrower is obligated
to pay any additional amounts pursuant to subsection 2.24 or 2.25 and the Lender
making any such claim chooses not to designate an alternative lending office, if
applicable, or (b) any of the events described in subsection 2.23 shall occur
and any Lender is thereby prohibited from making or maintaining Eurodollar Loans
as contemplated by this Agreement, the Parent may, so long as at such time there
does not exist any Default or Event of Default, request one or more replacement
financial institutions to take over all or the affected portion of any such
Lender's then outstanding Loans and to assume all or the affected portion of any
such Lender's Commitments and obligations hereunder. If one or more such
replacement financial institutions shall so agree, the Loans and Commitments of
any such affected Lender may, at the discretion of the Parent, be (subject to
the next succeeding sentence) automatically assigned to such replacement
financial institutions in accordance with subsection 11.6, in such amounts that
the Parent may designate; provided that prior to any such assignment, the Parent
shall have paid to any such affected Lender all amounts owing to it under
subsections 2.24, 2.25, 2.26 and 11.5. It is understood that (i) the
Administrative Agent shall have no obligation to identify or locate such a
replacement financial institution and (ii) no such replaced Lender shall be
required to sell to such replacement financial institution its Loans at less
than their par value.


<PAGE>   52
                                                                              46


                  2.28  Additional Tranche A Term Loans. Pursuant to the
Existing Credit Agreement, term loans ("Additional Tranche A Term Loans") were
made to NNI in an aggregate principal amount equal to $100,000,000 (of which
$97,163,014 is outstanding on the Restatement Effective Date). The Additional
Tranche A Term Loans may from time to time be (i) Eurodollar Loans, (ii) ABR
Loans or (iii) a combination thereof, as determined by the Parent and notified
to the Administrative Agent in accordance with subsection 2.17. The Additional
Tranche A Term Loans shall mature on the Termination Date.

                  2.29  Additional Tranche A Term Notes. NNI, upon the request
of an applicable Lender, shall issue a promissory note to evidence the
Additional Tranche A Term Loans made by each Lender, substantially in the form
of Exhibit B-2 to this Agreement (an "Additional Tranche A Term Note"), with
appropriate insertions therein as to payee, date and principal amount, payable
to the order of such Lender and in a principal amount equal to the lesser of
such Lender's Additional Tranche A Term Loan Commitment Percentage of the
Aggregate Additional Tranche A Term Loan Commitment and the aggregate amount of
the Additional Tranche A Term Loan (or portions thereof) made by such Lender.
Any Additional Tranche A Term Notes outstanding on the Restatement Effective
Date shall continue to be outstanding and to evidence the Additional Tranche A
Term Loans. An Additional Tranche A Term Note and the Obligation evidenced
thereby may be assigned or otherwise transferred in whole or in part only by
registration of such assignment or transfer of such Additional Tranche A Term
Note and the Obligation evidenced thereby in the Register (and each Additional
Tranche A Term Note shall expressly so provide). Any assignment or transfer of
all or part of an Obligation evidenced by an Additional Tranche A Term Note
shall be registered in the Register only upon surrender for registration of
assignment or transfer of the Additional Tranche A Term Note evidencing such
Obligation, accompanied by an Assignment and Acceptance substantially in the
form of Exhibit I duly executed by the Assignor thereof, and thereupon one or
more new Additional Tranche A Term Notes shall be issued to the designated
Assignee and the old Additional Tranche A Term Note shall be returned by the
Administrative Agent to the Borrower marked "cancelled." No assignment of an
Additional Tranche A Term Note and the Obligation evidenced thereby shall be
effective unless it shall have been recorded in the Register by the
Administrative Agent as provided in this subsection 2.29. Each Lender is hereby
authorized to record the date and amount of each payment or prepayment of
principal of its Additional Tranche A Term Loan, each continuation thereof, each
conversion of all or a portion thereof to another Type and, in the case of
Eurodollar Loans, the length of each Interest Period with respect thereto, on
the appropriate schedule annexed to and constituting a part of its Additional
Tranche A Term Note (or any continuation thereof), and any such recordation
shall constitute prima facie evidence of the accuracy of the information so
recorded. The Additional Tranche A Term Note of each Lender shall mature on the
Termination Date and shall provide for the payment of interest in accordance
with subsection 2.19.

                  2.30  Tranche B Term Loans. Subject to the terms and
conditions hereof, each Lender severally agrees to make a term loan to the
Tranche B Term Loan Borrowers on the Restatement Effective Date in a principal
amount equal to such Lender's Tranche B Term Loan



<PAGE>   53
                                                                              47


Commitment Percentage of the Aggregate Tranche B Term Loan Commitment (a
"Tranche B Term Loan"), and in an aggregate principal amount for each Tranche B
Term Loan Borrower as follows: (a) $45,000,000, in the case of each of Ormco,
Barnstead and Remel, (b) $75,000,000, in the case of Kerr and (c) $90,000,000,
in the case of NNI. The Tranche B Term Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Parent and notified to the Administrative Agent in accordance with
subsections 2.17 and 2.31. The Tranche B Term Loans shall mature on the Tranche
B Termination Date.

                  2.31  Procedure for Tranche B Term Loan Borrowing. The Parent
shall give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 10:00 A.M., New York City time, on
the Business Day prior to the proposed Borrowing Date, if the Tranche B Term
Loans are to be initially ABR Loans, or three Business Days prior to the
proposed Borrowing Date, if the Tranche B Term Loans are to be initially
Eurodollar Loans, in whole or in part) requesting that the Lenders make their
portions of the Tranche B Term Loans on the proposed Borrowing Date and
specifying the Tranche B Term Loan Borrower or Tranche B Term Loan Borrowers to
which such Tranche B Term Loans are to be made. Upon receipt of such notice the
Administrative Agent shall promptly notify each Lender thereof. Not later than
11:00 A.M., New York City time, on the proposed Borrowing Date each Lender shall
make available to the Administrative Agent at its office specified in subsection
11.2 the amount of its relevant portion of its Tranche B Term Loans in
immediately available funds. The Administrative Agent shall on such date credit
the account of the relevant Tranche B Term Loan Borrowers on the books of such
office of the Administrative Agent with the aggregate of the amounts made
available to the Administrative Agent for the relevant Tranche B Term Loan
Borrowers by the Lenders and in like funds as received by the Administrative
Agent.

                  2.32  Tranche B Term Notes. Each Tranche B Term Loan Borrower
to which a Tranche B Term Loan is made, upon the request of an applicable
Lender, shall issue a promissory note to evidence the Tranche B Term Loans made
by such Lender to such Tranche B Term Loan Borrower, substantially in the form
of Exhibit B-3 to this Agreement (a "Tranche B Term Note"), with appropriate
insertions therein as to payee, date and principal amount, payable to the order
of such Lender and in a principal amount equal to the lesser of such Lender's
Tranche B Term Loan Commitment Percentage of the amount set forth opposite such
Tranche B Term Loan Borrower's name on the signature pages hereto and the
aggregate amount of the Tranche B Term Loan (or portions thereof) made by such
Lender to such Tranche B Term Loan Borrower. A Tranche B Term Note and the
Obligation evidenced thereby may be assigned or otherwise transferred in whole
or in part only by registration of such assignment or transfer of such Tranche B
Term Note and the Obligation evidenced thereby in the Register (and each Tranche
B Term Note shall expressly so provide). Any assignment or transfer of all or
part of an Obligation evidenced by a Tranche B Term Note shall be registered in
the Register only upon surrender for registration of assignment or transfer of
the Tranche B Term Note evidencing such Obligation, accompanied by an Assignment
and Acceptance substantially in the form of Exhibit I duly executed by the
Assignor thereof, and thereupon one or more new Tranche B Term Notes



<PAGE>   54
                                                                              48


shall be issued to the designated Assignee and the old Tranche B Term Note shall
be returned by the Administrative Agent to the Borrower marked "cancelled." No
assignment of a Tranche B Term Note and the Obligation evidenced thereby shall
be effective unless it shall have been recorded in the Register by the
Administrative Agent as provided in this subsection 2.32. Each Lender is hereby
authorized to record the date and amount of each payment or prepayment of
principal of its Tranche B Term Loan made to such Borrower, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in the
case of Eurodollar Loans, the length of each Interest Period with respect
thereto, on the appropriate schedule annexed to and constituting a part of its
Tranche B Term Note (or any continuation thereof), and any such recordation
shall constitute prima facie evidence of the accuracy of the information so
recorded. The Tranche B Term Note of each Lender shall (a) be dated the
Restatement Effective Date, (b) be stated to mature in 19 consecutive quarterly
installments, payable on the last day of each January, April, July and October,
commencing on January 31, 2000, each of which shall be in an amount equal to
such Lender's Tranche B Term Loan Commitment Percentage of the respective
amounts set forth in accordance with the following schedule multiplied by a
fraction of the numerator which is equal to (i) $45,000,000 in the case of
installments payable by each of Ormco, Barnstead or Remel, (ii) $75,000,000 in
the case of installments payable or Kerr or (iii) $90,000,000 in the case of
installments payable by NNI and the denominator of which is equal in each case
to $300,000,000:

<TABLE>
<CAPTION>

                           Date                     Principal Amount
                           ----                     ----------------
<S>                                           <C>
                           January 31, 2000          $250,000
                           April 30, 2000     $250,000
                           July 31, 2000             $250,000
                           October 31, 2000          $250,000
                           January 31, 2001          $250,000
                           April 30, 2001     $250,000
                           July 31, 2001             $250,000
                           October 31, 2001          $250,000
                           January 31, 2002          $250,000
                           April 30, 2002     $250,000
                           July 31, 2002             $250,000
                           October 31, 2002          $250,000
                           January 31, 2003          $40,000,000
                           April 30, 2003     $40,000,000
                           July 31, 2003             $40,000,000
                           October 31, 2003          $40,000,000
                           January 31, 2004          $45,000,000
                           April 30, 2004     $45,000,000
                           July 31, 2004             $47,000,000
</TABLE>

         and (c) provide for the payment of interest in accordance with
         subsection 2.19.


<PAGE>   55
                                                                              49



                          SECTION 3. LETTERS OF CREDIT

                  3.1   L/C Commitment. (a) Subject to the terms and conditions
hereof, the Issuing Bank, in reliance on the agreements of the other Lenders set
forth in subsection 3.4(a), agrees to continue to hold outstanding Existing
Letters of Credit issued prior to the date hereof and originally for the account
of one of the Borrowers and to issue letters of credit (collectively, whether
Existing Letters of Credit or letters of credit to be issued pursuant to the
terms hereof, "Letters of Credit") for the account of the Parent on any Business
Day during the Revolving Credit Commitment Period in such form as may be
approved from time to time by the Issuing Bank; provided that the Issuing Bank
shall not, and shall have no obligation to, issue any Letter of Credit if, after
giving effect to such issuance, (i) the L/C Obligations would exceed the L/C
Commitment or (ii) the Available Revolving Credit Commitment of all the Lenders
would be less than zero. Each Letter of Credit shall (i) be denominated in
Dollars or in a Foreign Currency, provided that the aggregate face amount of all
Letters of Credit denominated in such Foreign Currencies (as determined at the
time of issuance of any Letter of Credit) shall not exceed $20,000,000 and shall
be either (x) a standby letter of credit issued to support obligations of the
Parent or its Subsidiaries, contingent or otherwise for general corporate needs
(a "Standby Letter of Credit"), or (y) a documentary letter of credit in respect
of the purchase of goods or services by the Parent or its Subsidiaries in the
ordinary course of business (a "Commercial Letter of Credit") and (ii) expire no
later than the earlier of (x) one year from the date of issuance thereof or (y)
the Termination Date.

                  (b)   Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
New York.

                  (c)   The Issuing Bank shall not at any time be obligated to
issue any Letter of Credit hereunder if such issuance would conflict with, or
cause the Issuing Bank or any L/C Participant to exceed any limits imposed by,
any applicable Requirement of Law.

                  3.2   Procedure for Issuance of Letters of Credit. The Parent
may from time to time request that the Issuing Bank issue a Letter of Credit by
delivering to the Issuing Bank at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Bank, and
such other certificates, documents and other papers and information as may be
customary for letters of credit of the kind being requested and as the Issuing
Bank may reasonably request. Upon receipt of any Application, the Issuing Bank
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Bank be required to issue any Letter
of Credit earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed by the Issuing Bank and
the Parent. The Issuing Bank shall furnish a copy of such Letter of Credit to
the Parent promptly following the issuance thereof.



<PAGE>   56
                                                                              50



                  3.3   Fees, Commissions and Other Charges. (a) The Parent
shall (i) pay to the Administrative Agent for the account of the L/C
Participants, and for the account of the Issuing Bank in respect of the portion
of such Letter of Credit in respect of which L/C Participants do not hold
participating interests, a fee with respect to each Letter of Credit (including,
without limitation, Existing Letters of Credit) issued for the account of the
Parent for each day such Letter of Credit is outstanding, in an amount equal to
a percentage per annum (which percentage shall equal the Applicable Margin in
effect on such day) of the full amount of such Letter of Credit, accruing from
the date of issuance in respect of each Letter of Credit and (ii) pay to the
Issuing Bank an additional fee to be determined by the Parent and the Issuing
Bank. Unless the Parent and the Issuing Bank shall agree otherwise, such fees
shall be payable in arrears on each L/C Fee Payment Date to occur.

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

                  (c)   The Administrative Agent shall, promptly following its
receipt thereof, distribute to the Issuing Bank and the L/C Participants all
fees and commissions received by the Administrative Agent for their respective
accounts pursuant to this subsection.

                  3.4   L/C Participations. (a) The Issuing Bank irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce the
Issuing Bank to continue to hold outstanding Existing Letters of Credit and to
issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from the Issuing Bank, on
the terms and conditions hereinafter stated, for such L/C Participant's own
account and risk an undivided interest equal to such L/C Participant's Revolving
Credit Commitment Percentage in the Issuing Bank's obligations and rights under
each Letter of Credit issued hereunder (including, without limitation, each
Existing Letter of Credit) and the amount of each draft paid by the Issuing Bank
thereunder. Each L/C Participant unconditionally and irrevocably agrees with the
Issuing Bank that, if a draft is paid under any Letter of Credit for which the
Issuing Bank is not reimbursed in full by the Parent in accordance with the
terms of this Agreement otherwise than as a result of the gross negligence or
willful misconduct of the Issuing Bank, such L/C Participant shall pay to the
Issuing Bank upon demand at the Issuing Bank's address for notices specified
herein an amount equal to such L/C Participant's Revolving Credit Commitment
Percentage of the amount of such draft, or any part thereof, which is not so
reimbursed.

                  (b)   If any amount required to be paid by any L/C Participant
to the Issuing Bank pursuant to subsection 3.4(a) in respect of any unreimbursed
portion of any payment made by the Issuing Bank under any Letter of Credit is
paid to the Issuing Bank within three Business Days after the date such payment
is due, such L/C Participant shall pay to the Issuing Bank on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal
funds rate,


<PAGE>   57
                                                                              51


as quoted by the Issuing Bank, during the period from and including the date
such payment is required to the date on which such payment is immediately
available to the Issuing Bank, times (iii) a fraction the numerator of which is
the number of days that elapse during such period and the denominator of which
is 360. If any such amount required to be paid by any L/C Participant pursuant
to subsection 3.4(a) is not in fact made available to the Issuing Bank by such
L/C Participant within three Business Days after the date such payment is due,
the Issuing Bank shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to ABR Loans hereunder. A certificate of the Issuing
Bank submitted to any L/C Participant with respect to any amounts owing under
this subsection shall be conclusive in the absence of manifest error.

                  (c)   Whenever, at any time after the Issuing Bank has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with subsection 3.4(a), the Issuing
Bank receives any payment related to such Letter of Credit (whether directly
from the Parent or otherwise, including proceeds of collateral applied thereto
by the Issuing Bank), or any payment of interest on account thereof, the Issuing
Bank will distribute to such L/C Participant its pro rata share thereof;
provided, however, that in the event that any such payment received by the
Issuing Bank shall be required to be returned by the Issuing Bank, such L/C
Participant shall return to the Issuing Bank the portion thereof previously
distributed by the Issuing Bank to it.

                  3.5   Reimbursement Obligation of the Parent. The Parent
agrees to reimburse the Issuing Bank on each date on which the Issuing Bank
notifies the Parent of the date and amount of a draft presented under any Letter
of Credit (including, without limitation, any Existing Letter of Credit) and
paid by the Issuing Bank for the amount of (a) such draft so paid and (b) any
taxes (excluding net income taxes and franchise taxes), fees, charges or other
costs or expenses incurred by the Issuing Bank in connection with such payment.
Each such payment shall be made to the Issuing Bank at its address for notices
specified herein in lawful money of (x) the United States of America (in the
case of payments made on Dollar-denominated Letters of Credit and payments on
Foreign Currency-denominated Letters of Credit made after any conversion
pursuant to subsection 3.9(b)) or (y) the applicable foreign jurisdiction (in
the case of payments on Foreign Currency-denominated Letters of Credit made
before any conversion pursuant to subsection 3.9(b)) and in immediately
available funds. Interest shall be payable on any and all amounts remaining
unpaid by the Parent under this subsection from the date such amounts become
payable (whether at stated maturity, by acceleration or otherwise) until payment
in full at (i) the rate which would be payable on any overdue Revolving Credit
Loans that are ABR Loans which were then overdue (in the case of the
Dollar-denominated Letters of Credit and, commencing with the date of any
conversion pursuant to subsection 3.9(b), in the case of Foreign
Currency-denominated Letters of Credit) or (ii) the rate which would reasonably
and customarily be charged by the Issuing Bank on outstanding Foreign Currency
loans which were overdue (in the case of Foreign Currency-denominated Letters of
Credit prior to the date of any conversion pursuant to subsection 3.9(b)). Each
drawing under any Letter of Credit shall constitute a request by the Parent to
the Administrative Agent for a borrowing pursuant to subsection 2.1 of ABR


<PAGE>   58
                                                                              52


Loans in the amount of such drawing. The Borrowing Date with respect to such
borrowing shall be the date of such drawing.

                  3.6   Obligations Absolute. The Parent's obligations under
this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which the Parent may have or have had against the Issuing Bank, any
beneficiary of a Letter of Credit or any other Person. The Parent also agrees
with the Issuing Bank that the Issuing Bank shall not be responsible for, and
the Parent's Reimbursement Obligations under subsection 3.5 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Parent and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Parent against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Bank
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by the Issuing Bank's gross negligence or willful misconduct.
The Parent agrees that any action taken or omitted by the Issuing Bank under or
in connection with any Letter of Credit or the related drafts or documents, if
done in the absence of gross negligence or willful misconduct and in accordance
with the standards or care specified in the Uniform Commercial Code of the State
of New York, shall be binding on the Parent with respect to any obligations
(including, without limitation, any Reimbursement Obligations) owing to the
Lenders hereunder in connection with any Letter of Credit and shall not result
in any liability of the Issuing Bank to the Parent.

                  3.7   Letter of Credit Payments. If any draft shall be
presented for payment under any Letter of Credit, the Issuing Bank shall
promptly notify the Parent of the date and amount thereof. The responsibility of
the Issuing Bank to the Parent in connection with any draft presented for
payment under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are in conformity with such Letter of Credit.

                  3.8   Application. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                  3.9   Currency Adjustments. (a) Notwithstanding anything to
the contrary contained in this Agreement, for purposes of calculating any letter
of credit commission or commitment fee payable in respect of any Business Day,
the Administrative Agent shall convert the amount available to be drawn under
any Letter of Credit denominated in Foreign Currency into an amount of Dollars
based upon the relevant exchange rate (depending upon the Foreign Currency used)
determined by the Administrative Agent to be in effect for such day (which
determination shall be conclusive absent manifest error).



<PAGE>   59
                                                                              53



                  (b)   Notwithstanding anything to the contrary contained in
this Section 3, the Issuing Bank may at any time prior to the time of
reimbursement (taking into consideration the Issuing Bank's need to eliminate
currency exchange risks associated with any such transaction), convert the
Parent's obligation to reimburse the Issuing Bank in Foreign Currency pursuant
to subsection 3.5 into an obligation to reimburse the Issuing Bank in Dollars.
The amount of any such converted obligation shall be computed by the Issuing
Bank based upon the Dollar/relevant Foreign Currency exchange rate determined by
the Issuing Bank to be in effect for the day on which such conversion occurs
(which determination shall be conclusive absent manifest error).

                  (c)   Notwithstanding anything to the contrary contained in
this Section 3, prior to demanding any reimbursement from the L/C Participants
pursuant to subsection 3.4(a) in respect of any Letter of Credit denominated in
a Foreign Currency, the Issuing Bank shall convert the Parent's obligation under
subsection 3.5 to reimburse the Issuing Bank in such Foreign Currency into an
obligation to reimburse the Issuing Bank in Dollars. The Dollar amount of the
reimbursement obligation of the Parent and the L/C Participants shall be
computed by the Issuing Bank in the manner contemplated in clause (b) above.


                    SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and issue and/or participate in the
Letters of Credit, the Borrowers hereby represent and warrant to the
Administrative Agent and each Lender that:

                  4.1   Financial Condition. The consolidated balance sheets of
the Parent and its consolidated Subsidiaries as at September 30, 1997 and
September 30, 1998 and the related consolidated statements of income and of cash
flows for the fiscal year ended on each such date, reported on by KPMG Peat
Marwick, copies of which have heretofore been furnished to each Lender, are
complete and present fairly in all material respects the consolidated financial
condition of the Parent and its consolidated Subsidiaries as at each such date,
and the consolidated results of their operations and their consolidated cash
flows for the relevant fiscal year then ended. The unaudited consolidated
balance sheet of the Parent and its consolidated Subsidiaries as at March 31,
1999 and the related unaudited consolidated statements of income and of cash
flows for the six-month period ended on such March date, certified in each case
by a Responsible Officer, copies of which have heretofore been furnished to each
Lender, are complete and present fairly in all material respects the
consolidated financial condition of the Parent and its consolidated Subsidiaries
as at such date, and the consolidated results of their operations and their
consolidated cash flows for the six-month period then ended (subject in each
case to normal year-end audit adjustments). All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP (provided that interim statements may be condensed and
exclude footnotes) applied consistently throughout the periods involved (except
as approved by such accountants or Responsible Officer, as the case may be, and
as disclosed therein). Neither the Parent nor any of its consolidated
Subsidiaries had, at the date of the most recent balance sheet referred to
above, any material Guarantee Obligation,



<PAGE>   60
                                                                              54


contingent liability or liability for taxes, or any long-term lease or unusual
forward or long-term commitment, including, without limitation, any interest
rate or foreign currency swap or exchange transaction, which is not reflected in
the foregoing statements or in the notes thereto or disclosed on a supplemental
basis. During the period from September 30, 1998 to and including the date
hereof there has been no sale, transfer or other disposition by the Parent or
any of its consolidated Subsidiaries of any material part of its business or
property and no purchase or other acquisition of any business or property
(including any Capital Stock of any other Person) material in relation to the
consolidated financial condition of the Parent and its consolidated Subsidiaries
at September 30, 1998, except as disclosed in the Parent's Form 10-Q filed with
the Securities and Exchange Commission.

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

                  4.3   Corporate Existence; Compliance with Law. Each of the
Parent and its Subsidiaries (a) is duly organized, validly existing and in good
standing (or similar concept under applicable law) under the laws of the
jurisdiction of its organization (except for any Subsidiaries organized under
the laws of a foreign jurisdiction in which the concept of good standing is
inapplicable, as to which no representation or warranty regarding good standing
is made), (b) has the corporate power and authority, and the legal right, to own
and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified as
a foreign corporation and in good standing (or similar concept under applicable
law) under the laws of each jurisdiction where its ownership, lease or operation
of property or the conduct of its business requires such qualification except to
the extent that the failure to so qualify could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect and (d) is in
compliance with all Requirements of Law except to the extent that the failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

                  4.4   Corporate Power; Authorization; Enforceable Obligations.
Each of the Parent and its Subsidiaries has the corporate power and authority,
and the legal right, to make, deliver and perform the Loan Documents to which it
is a party and, in the case of the Borrowers, to borrow hereunder and has taken
all necessary corporate action to authorize the borrowings on the terms and
conditions of this Agreement and the Notes and to authorize the execution,
delivery and performance of the Loan Documents to which it is a party. No
consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or the continuing operations of the
Parent and its Subsidiaries or with the execution, delivery, performance,
validity or enforceability of the Loan Documents to which the Parent or any of
its Subsidiaries is a party. This Agreement has been, and each other Loan
Document to which the Parent or any Subsidiary is a party will be, duly executed
and delivered on behalf of the Parent or such Subsidiary. This Agreement
constitutes, and each other Loan Document to which the Parent or any Subsidiary
is a party when executed and delivered will constitute, a legal, valid and
binding obligation of such Loan Party enforceable against such Loan Party in
accordance with its terms, except as affected



<PAGE>   61
                                                                              55


by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws affecting creditors' rights generally, general equitable principles
(whether in equity or at law) and an implied covenant of good faith and fair
dealing.

                  4.5   No Legal Bar. The execution, delivery and performance of
the Loan Documents to which any Loan Party is a party, the borrowings hereunder
and the use of the proceeds thereof will not violate any Requirement of Law or
Contractual Obligation of the Parent or of any of its Subsidiaries and will not
result in, or require, the creation or imposition of any Lien on any of its or
their respective properties or revenues pursuant to any such Requirement of Law
or Contractual Obligation (other than as required by the Loan Documents) in each
case, which could reasonably be expected to have a Material Adverse Effect.

                  4.6   No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Parent, threatened by or against the Parent or any of
its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) which could reasonably be
expected to have a Material Adverse Effect, except as set forth on Schedule 4.6.

                  4.7   No Default. Neither the Parent nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

                  4.8   Ownership of Property; Liens. Each of the Parent and its
Subsidiaries has good record and indefeasible title in fee simple to, or a valid
leasehold interest in, all its material real property, and good title to, or a
valid leasehold interest in, all its other material property, and none of such
property is subject to any Lien except as permitted by subsection 7.3.

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


<PAGE>   62
                                                                              56


                  4.10  No Burdensome Restrictions. Except as set forth on
Schedule 4.10 hereto, no Requirement of Law or Contractual Obligation of the
Parent or any of its Subsidiaries could reasonably be expected to have a
Material Adverse Effect.

                  4.11  Taxes. Each of the Parent and its Subsidiaries has filed
or caused to be filed all material tax returns which, to the knowledge of the
Parent, are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any taxes, assessments, fees
or other changes the amount or validity of which are currently being contested
in good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the Parent or its
Subsidiaries, as the case may be); no tax Lien has been filed, and, to the
knowledge of the Parent, no claim is being asserted, with respect to any such
tax, fee or other charge which could reasonably be expected to have a Material
Adverse Effect.

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

                  4.13  ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Single
Employer Plan, and each Plan has complied in all respects with the applicable
provisions of ERISA and the Code except where the failure to comply could not
reasonably be expected to have a Material Adverse Effect. No termination of a
Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan
has arisen, during such five-year period which could reasonably be expected to
have a Material Adverse Effect. The present value of all accrued benefits under
each Single Employer Plan (based on those assumptions used to fund such Plans)
did not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such
Plans allocable to such accrued benefits by more than $20,000,000 in the
aggregate taking into account only those Single Employer Plans whose accrued
benefits exceed such assets. Neither the Parent, any Subsidiary Borrower nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan, and neither the Parent, any Subsidiary Borrower nor any
Commonly Controlled Entity would become subject to any liability under ERISA if
the Parent, any Subsidiary Borrower or any such Commonly Controlled Entity were
to withdraw completely from all Multiemployer Plans as of the valuation date
most closely preceding the date on which this representation is made or deemed
made. No such Multiemployer Plan is in Reorganization or Insolvent. The present
value (determined using



<PAGE>   63
                                                                              57


actuarial and other assumptions which are reasonable in respect of the benefits
provided and the employees participating) of the liability of the Parent and
each of the Subsidiary Borrowers for post retirement benefits to be provided to
their current and former employees under Plans which are welfare benefit plans
(as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the
assets under all such Plans allocable to such benefits by an amount which could
reasonably be expected to have a Material Adverse Effect.

                  4.14  Investment Company Act; Other Regulations. None of the
Borrowers is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended. None of the Borrowers is subject to any regulation under any Federal
or State statute or regulation which limits its ability to incur Indebtedness.

                  4.15  Subsidiaries. (i) The Subsidiaries listed on Schedule
4.15(a) constitute all the Subsidiaries of the Parent as of the date hereof and
(ii) the organizational structure of the Parent and its Subsidiaries is as
specified on Schedule 4.15(b).

                  4.16  Purpose of Loans. (i) The proceeds of the Loans
outstanding on the Restatement Effective Date were used as permitted by the
Existing Credit Agreement, (ii) the proceeds of the Tranche B Term Loans shall
be used to finance the general corporate purposes of the Parent and its
Subsidiaries, including for permitted acquisitions and refinancing existing
indebtedness and (iii) the proceeds of the Revolving Credit Loans, the Swing
Line Loans and the CAF Advances shall be used to finance the working capital
needs of the Parent and its Subsidiaries and for general corporate purposes,
including acquisitions permitted hereunder.

                  4.17  Environmental Matters. (a) To the best knowledge of the
Parent, the facilities and properties owned, leased or operated by the Parent or
any of its Subsidiaries (the "Properties") do not contain, and have not
previously contained, any Materials of Environmental Concern in amounts or
concentrations which (i) constitute or constituted a violation of, or (ii) could
reasonably be expected to give rise to liability under, any Environmental Law
except in either case insofar as such violation or liability, or any aggregation
thereof, is not reasonably likely to result in a Material Adverse Effect.

                  (b)   To the best knowledge of the Parent, the Properties and
all operations at the Properties are in compliance, and have in the last five
years been in compliance, in all material respects with all applicable
Environmental Laws, and there is no contamination at, under or about the
Properties or violation of any Environmental Law with respect to the Properties
or the business operated by the Parent or any of its Subsidiaries (the
"Business") which could materially interfere with the continued operation of the
Properties or materially impair the fair saleable value thereof.

                  (c)   Neither the Parent nor any of its Subsidiaries has
received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the



<PAGE>   64
                                                                              58


Properties or the Business, nor does the Parent have knowledge or reason to
believe that any such notice will be received or is being threatened except
insofar as such notice or threatened notice, or any aggregation thereof, does
not involve a matter or matters that is or are reasonably likely to result in a
Material Adverse Effect.

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

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

                  (f)   To the best knowledge of the Parent, there has been no
release or threat of release of Materials of Environmental Concern at or from
the Properties, or arising from or related to the current or past operations of
the Parent or any Subsidiary in violation of or in amounts or in a manner that
could reasonably give rise to liability under Environmental Laws except insofar
as any such violation or liability referred to in this paragraph, or any
aggregation thereof, is not reasonably likely to result in a Material Adverse
Effect.

                  4.18  Domestic Real Property. As of the Restatement Effective
Date, Schedule 4.18 hereto contains a list (accurate and complete in all
material respects) of all real property located in the United States of America
directly or indirectly owned by the Parent and its Subsidiaries or in which any
of them directly or indirectly has a leasehold interest.

                  4.19  Corporate Structure. Except as set forth on Schedule
4.19 hereto and other than qualifying shares held by directors and qualifying
shareholders in certain Subsidiaries which are Controlled Foreign Corporations,
all of the outstanding shares of capital stock or other indicia of ownership
interests of each Subsidiary of the Parent are owned directly or indirectly by
the Parent.

                  4.20  Accuracy and Completeness of Information. No fact is
known to the Parent or any of its Subsidiaries which has had or could reasonably
be expected to have a Material Adverse Effect, which has not been disclosed to
the Lenders by the Parent or such Subsidiary in



<PAGE>   65
                                                                              59


writing prior to the date hereof. No document furnished or statement made in
writing to the Lenders by the Parent or such Subsidiary in connection with the
negotiation, preparation or execution of this Agreement or any of the other Loan
Documents contains any untrue statement of a material fact or omits to state any
such material fact necessary in order to make the statements contained therein
not misleading, in either case which has not been corrected, supplemented or
remedied by subsequent documents furnished or statements made in writing to the
Lenders prior to the date hereof.

                  4.21  Solvency. On the Restatement Effective Date and after
giving effect to the borrowings hereunder on such date and to all other
Indebtedness and Guarantee Obligations being incurred on such date, (a) the
property, at a fair valuation, of each Borrower will exceed such Borrower's
debts, (b) each Borrower will be able to pay its liability on its debts as such
debts become absolute and matured, and (c) each Borrower will have, as of such
date, sufficient capital with which to conduct its business. For purposes of
this subsection, "debt" means "liability on a claim", "claim" means any (i)
right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured or (ii) right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured,
or unsecured.

                  4.22  Labor Matters. There are no strikes pending or, to the
Parent's knowledge, threatened against the Parent or any of its Subsidiaries
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. The hours worked and payments made to employees of the
Parent and each of its Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Requirement of Law, except to the extent
such violations could not, individually or in the aggregate, be reasonably
expected to have a Material Adverse Effect. All material payments due from the
Parent or any of its Subsidiaries, on account of wages and employee health and
welfare insurance and other benefits have been paid or accrued as a liability on
the books of the Parent or such Subsidiary.

                  4.23  Pledge Agreements; Subsidiary Guarantors. (a) Each
Pledge Agreement is effective to create in favor of the Administrative Agent,
for the ratable benefit of the Lenders, a legal, valid and enforceable security
interest in the Pledged Assets described therein. Such Pledge Agreement
constitutes a fully perfected first Lien on, and security interest in, all
right, title and interest of the Loan Party thereto in the Pledged Assets
described therein. The Parent and its Subsidiaries are in compliance with the
Pledge Guidelines (except with respect to Microgenics Corporation, which shall
execute and deliver documents in compliance with the Pledge Guidelines within 30
days from the date hereof).

                  (b)   The Subsidiary Guarantors include each Subsidiary of the
Parent other than (i) a Controlled Foreign Corporation and (ii) a Specified
Entity.


<PAGE>   66
                                                                              60


                  4.24  Representations and Warranties on Restatement Effective
Date. The representations and warranties made by the Parent and the other Loan
Parties in subsections 4.1 through 4.23 are true and correct in all material
respects on and as of the Restatement Effective Date, as if made on and as of
the Restatement Effective Date, except to the extent such representations and
warranties expressly relate to an earlier date.

                  4.25  Year 2000 Matters. The Borrowers have conducted a review
of their computer systems and equipment containing embedded microchips to
determine whether any reprogramming is required to permit proper functioning of
these systems and equipment in and following the year 2000. In respect of the
year 2000, the Borrowers have substantially completed system upgrades or
reprogramming, and testing thereof, and have communicated with critical vendors,
suppliers and customers to identify any potential issues which may affect the
Borrowers. Based upon the information the Borrowers have developed to date, the
cost to the Borrowers of such reprogramming, upgrading and testing, and the
reasonably foreseeable consequences of year 2000 computer system issues relevant
to the Borrowers, will not result in a Default or a Material Adverse Effect. The
computer and management information systems of the Borrowers are, and with
ordinary course upgrading and maintenance will continue for the term of the
Agreement to be, sufficient to permit the Borrowers to conduct their business
without Material Adverse Effect.


                         SECTION 5. CONDITIONS PRECEDENT

                  5.1   Conditions to Restatement Effective Date. The occurrence
of the Restatement Effective Date and the agreement of each Lender to make the
initial extension of credit requested to be made by it on or after the
Restatement Effective Date are subject to the satisfaction of the following
conditions precedent:

                  (a)   Loan Documents. The Administrative Agent shall have
received (i) this Agreement, executed and delivered by a duly authorized officer
of the Parent and each Subsidiary Borrower, with a counterpart for each Lender,
(ii) each of the Pledge Agreements, each executed and delivered by a duly
authorized officer of the Loan Party or Loan Parties, as the case may be, party
thereto, with a counterpart or a conformed copy for each Lender and (iii) the
Subsidiary Guarantee, executed and delivered by a duly authorized officer of
each of the Loan Parties thereto, with a counterpart or a conformed copy for
each Lender.

                  (b)   Other Agreements. The Administrative Agent shall have
received, with a copy for each Lender, true and correct copies, certified as to
authenticity by the Parent, of such other material documents or instruments to
which the Parent or any of its Subsidiaries may be a party.

                  (c)   Borrowing Certificate. The Administrative Agent shall
have received with a counterpart for each Lender, a certificate of the Parent
and the Subsidiary Borrowers, dated the Restatement Effective Date,
substantially in the form of Exhibit G, with appropriate insertions



<PAGE>   67
                                                                              61


and attachments, satisfactory in form and substance to the Administrative Agent,
executed by a duly authorized officer and the Secretary or any Assistant
Secretary of the Parent and each such Subsidiary Borrower.

                  (d)   Corporate Proceedings of the Parent. The Administrative
Agent shall have received, with a counterpart for each Lender, a copy of the
resolutions, in form and substance reasonably satisfactory to the Administrative
Agent, of the Board of Directors of the Parent authorizing (i) the execution,
delivery and performance of this Agreement, the Notes and the other Loan
Documents to which it is a party, (ii) the borrowings contemplated hereunder and
(iii) the granting by it of the Liens created pursuant to the Parent Pledge
Agreement, certified by the Secretary or an Assistant Secretary of the Parent as
of the Restatement Effective Date, which certificate shall be in form and
substance satisfactory to the Administrative Agent and shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.

                  (e)   Parent Incumbency Certificate. The Administrative Agent
shall have received, with a counterpart for each Lender, a certificate of the
Parent, dated the Restatement Effective Date, as to the incumbency and signature
of the officers of the Parent executing any Loan Document, satisfactory in form
and substance to the Administrative Agent, executed by the President or any Vice
President and the Secretary or any Assistant Secretary of the Parent.

                  (f)   Corporate Proceedings of Subsidiaries. The
Administrative Agent shall have received, except in the case of certain foreign
Subsidiaries set forth on Schedule 5.1(f), which shall be received within 60
days from the date hereof, with a counterpart for each Lender, a copy of the
resolutions, in form and substance reasonably satisfactory to the Administrative
Agent, of the Board of Directors of each Subsidiary of the Parent which is a
party to a Loan Document authorizing (i) the execution, delivery and performance
of the Loan Documents (including, without limitation, in the case of any
Subsidiary Borrower, this Agreement and the Notes to which it is a party), (ii)
in the case of each Subsidiary Borrower, the borrowings contemplated hereunder
and (iii) the granting by it of the Liens created pursuant to the Subsidiaries
Pledge Agreement, certified by the Secretary or an Assistant Secretary of each
such Subsidiary as of the Restatement Effective Date, which certificate shall be
in form and substance satisfactory to the Administrative Agent and shall state
that the resolutions thereby certified have not been amended, modified, revoked
or rescinded.

                  (g)   Subsidiary Incumbency Certificates. The Administrative
Agent shall have received, with a counterpart for each Lender, a certificate of
each Subsidiary of the Parent which is a Loan Party, dated the Restatement
Effective Date, as to the incumbency and signature of the officers of such
Subsidiaries executing any Loan Document, satisfactory in form and substance to
the Administrative Agent, executed by the President or any Vice President and
the Secretary or any Assistant Secretary of each such Subsidiary.

                  (h)   Corporate Documents. The Administrative Agent shall have
received, with a counterpart for each Lender, true and complete copies of the
certificate of incorporation and by-laws of each Loan Party which is not a
Controlled Foreign Corporation, certified as of the



<PAGE>   68
                                                                              62


Restatement Effective Date as complete and correct copies thereof by the
Secretary or an Assistant Secretary of such Loan Party.

                  (i)   Fees. The Administrative Agent shall have received the
fees to be received on the Restatement Effective Date referred to in the Fee
Letter, dated June 25, 1999, between the Parent and the Administrative Agent.

                  (j)   Legal Opinion. The Administrative Agent shall have
received, with a counterpart for each Lender, the executed legal opinion of
Quarles & Brady, special counsel of the Parent and its relevant Subsidiaries,
substantially in the form of Exhibit H, which opinion the Parent and such
Subsidiaries expressly instruct Quarles & Brady to prepare and deliver. Such
legal opinion shall cover such other matters incident to the transactions
contemplated by this Agreement as the Administrative Agent may reasonably
require.

                  (k)   Pledged Stock; Stock Powers; Pledged Notes; Financing
Statements. The Administrative Agent shall have received the stock certificates
representing the shares (or other indicia of ownership interests to the extent
applicable) pledged pursuant to each of the Pledge Agreements, together with, if
applicable, an undated stock power for each such certificate executed in blank
by a duly authorized officer of the pledgor thereof, and the notes pledged
pursuant to each of the Pledge Agreements, each endorsed in blank by a duly
authorized officer of the pledgor thereof. The Administrative Agent shall have
reviewed such executed UCC Financing Statements in respect of the stock pledged
pursuant to the Pledge Agreements as it shall reasonably request.

                  (l)   Pay Proceeds Letter. The Administrative Agent shall have
received a letter from the Parent containing wire transfer instructions relating
to the funds to be made available to the Borrowers on the Restatement Effective
Date, specifying that the proceeds of the Tranche B Term Loans shall be used, to
the extent necessary, to repay Revolving Credit Loans outstanding on the
Restatement Effective Date.

                  (m)   Acknowledgement and Consent. The Administrative Agent
shall have received from each issuer referred to in the Pledge Agreements an
executed acknowledgement and consent which in each case shall be substantially
in the form of Annex I to each Pledge Agreement.

                  (n)   Good Standing Certificates. The Administrative Agent
shall have received a certificate from the Secretary of State, or other
appropriate authority of such jurisdiction, evidencing the good standing (or
similar concept under applicable law) of each of the Loan Parties (other than
any Subsidiaries organized under the laws of a jurisdiction in which the concept
of "good standing" is inapplicable) in the jurisdiction of its incorporation or
organization and each jurisdiction in which a failure to so qualify could
reasonably be expected to have a Material Adverse Effect.


<PAGE>   69
                                                                              63


                  (o)   Additional Matters. All corporate and other proceedings,
and all documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be reasonably satisfactory in form and substance to the Administrative Agent,
and the Administrative Agent shall have received such other documents and legal
opinions in respect of any aspect or consequence of the transactions
contemplated hereby or thereby as it shall reasonably request.

                  5.2   Conditions to Each Extension of Credit. The agreement of
each Lender to make any extension of credit requested to be made by it on any
date (including, without limitation, the extensions of credit to be made on the
Restatement Effective Date) is subject to the satisfaction of the following
conditions precedent:

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

                  (b)   No Default. No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the extension
of credit requested to be made on such date.

Each borrowing by and Letter of Credit issued on behalf of any Borrower
hereunder shall constitute a representation and warranty by the Borrowers as of
the date of such extension of credit that the conditions contained in this
subsection 5.2 have been satisfied.


                        SECTION 6. AFFIRMATIVE COVENANTS

                  The Parent hereby agrees that, so long as the Commitments
remain in effect, any Note or any Letter of Credit remains outstanding and
unpaid or any other amount is owing to any Lender or the Administrative Agent
hereunder, the Parent shall and (except in the case of delivery of financial
information, reports and notices) shall cause each of its Subsidiaries to:


<PAGE>   70
                                                                              64


                  6.1 Financial Statements. Furnish to each Lender:

                  (a) as soon as available, but in any event within 90 days
after the end of each fiscal year of the Parent, a copy of (i) the consolidated
balance sheet of the Parent and its consolidated Subsidiaries as at the end of
such year and the related consolidated statements of income and stockholders'
equity and of cash flows for such year, setting forth in each case in
comparative form the figures for the previous year, reported on without a "going
concern" or like qualification or exception, or qualification arising out of the
scope of the audit, by independent certified public accountants of nationally
recognized standing and (ii) the consolidating balance sheet of the Parent and
its consolidated Subsidiaries as at the end of such fiscal year, showing
inter-company eliminations, and the related consolidating statements of income
and stockholders' equity and changes in financial position of the Parent and its
consolidated Subsidiaries for such year, showing inter-company eliminations,
setting forth in comparative form the figures for the previous year, certified
by a Responsible Officer as being fairly stated in all material respects when
considered in relation to the consolidated financial statements of the Parent
and its consolidated Subsidiaries taken as a whole;

                  (b)   as soon as available, but in any event not later than 45
days after the end of each of the first three quarterly periods of each fiscal
year of the Parent, the unaudited consolidated balance sheet of the Parent and
its consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income and stockholders' equity and of cash
flows of the Parent and its consolidated Subsidiaries for such quarter and the
portion of the fiscal year through the end of such quarter and the related
unaudited consolidating financial statements of the Parent and its Subsidiaries
for such quarter and the portion of the fiscal year through such quarter,
setting forth in each case in comparative form the figures for the previous
year, certified by a Responsible Officer as being, with respect to the
consolidated financial statements referred to above, fairly stated in all
material respects and, with respect to the consolidating financial statements
referred to above, fairly stated in all material respects when considered in
relation to the consolidated financial statements of the Parent and its
consolidated Subsidiaries taken as a whole (subject to normal year-end audit
adjustments);

                  (c)   as soon as available, but in any event not later than 45
days after the end of each calendar month (other than the third, sixth, ninth
and twelfth months of each fiscal year) of each year, the unaudited consolidated
balance sheet of the Parent and its consolidated Subsidiaries as at the end of
each such month and the related unaudited consolidated statements of income and
of cash flows of the Parent and its consolidated Subsidiaries as at the end of
such month in form and detail similar to those customarily prepared by
management of the Parent for internal use, setting forth in each case in
comparative form the figures for the corresponding period of the previous year,
certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments); and

                  (d)   concurrently with the delivery of the financial
statements referred to in subsections 6.1(a), 6.1(b) and 6.1(c), a summary for
each of the Subsidiary Borrowers, setting forth such Subsidiary Borrower's sales
and operating profits for the period to which each



<PAGE>   71
                                                                              65


accompanying financial statements relate and comparing such sales and operating
profits to the most recent budget delivered to the Lender's pursuant to
subsection 6.2(c);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
(provided that interim statements may be condensed and exclude footnotes)
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

                  6.2   Certificates; Other Information. Furnish to each Lender:

                  (a)   concurrently with the delivery of the financial
statements referred to in subsections 6.1(a) and 6.1(b), a certificate of a
Responsible Officer (i) stating that, to the best of such Officer's knowledge,
each of the Parent and the Subsidiary Borrowers during such period has observed
or performed all of its covenants and other agreements, and satisfied every
condition, contained in this Agreement, in the Notes and the other Loan
Documents to which it is a party to be observed, performed or satisfied by it,
and that such Officer has obtained no knowledge of any Default or Event of
Default except as specified in such certificate, and (ii) showing in detail the
calculations supporting such statement in respect of subsection 7.1;

                  (b)   not later than thirty days after the end of each fiscal
year of the Parent, a copy of the projections by the Parent of the operating
budget and cash flow budget of the Parent and its Subsidiaries for the
succeeding fiscal year, such projections to be accompanied by a certificate of a
Responsible Officer to the effect that such projections have been prepared on
the basis of sound financial planning practice and that such officer has no
reason to believe they are incorrect or misleading in any material respect;

                  (c)   within five days after the same are sent, copies of all
financial statements and reports which the Parent sends to its stockholders, and
within five days after the same are filed, copies of all financial statements
and reports which the Parent may make to, or file with, the Securities and
Exchange Commission or any successor or analogous Governmental Authority;

                  (d)   concurrently with the delivery of the financial
statements referred to in subsections 6.1(a) and 6.1(b), a certificate of a
Responsible Officer of the Parent indicating the Parent's Interest Coverage
Ratio and Leverage Ratio for such period of four fiscal quarters of the Parent;

                  (e)   concurrently with the delivery of the financial
statements referred to in subsection 6.1(a), a certificate of the independent
certified public accountants reporting on such financial statements stating that
in making the examination necessary therefor no knowledge was obtained of any
Default or Event of Default relating to the covenants contained in subsections
7.1, 7.2, 7.4 and 7.7, except as specified in such certificate;


<PAGE>   72
                                                                              66


                  (f)   concurrently with the delivery of the financial
statements referred to in subsections 6.1(a) and 6.1(b), (i) a presentation, in
reasonable detail, of the financial data relied upon in arriving at any figure
for cost reductions assumed in the calculation of the Leverage Ratio and (ii) a
certificate of a Responsible Officer of the Parent stating that such officer
reasonably believes that any such cost reductions (as certified pursuant to
subsection 6.2(d)) are related to the applicable acquisition and are immediately
realizable as of the date of such acquisition and that such officer has no
reason to believe such cost reductions are incorrect in any material respect;
and

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

                  6.3   Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Parent or its Subsidiaries, as the case may be.

                  6.4   Conduct of Business and Maintenance of Existence.
Continue to engage in business of the same general type as now conducted by it
and preserve, renew and keep in full force and effect its corporate existence
and take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business except as otherwise
permitted pursuant to subsection 7.5; comply with all Contractual Obligations
and Requirements of Law except to the extent that failure to comply therewith
could not, in the aggregate, be reasonably expected to have a Material Adverse
Effect.

                  6.5   Maintenance of Property; Insurance. Keep all property
useful and necessary in its business in good working order and condition;
maintain with financially sound and reputable insurance companies insurance on
all its property in at least such amounts and against at least such risks (but
including in any event public liability, product liability and business
interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business; and furnish to each Lender,
upon written request, full information as to the insurance carried.

                  6.6   Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities; and permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Parent and its
Subsidiaries with officers and employees of the Parent and its Subsidiaries and
with its independent certified public accountants.


<PAGE>   73
                                                                              67


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

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

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

                  (c)   any litigation or proceeding affecting the Parent or any
of its Subsidiaries in which there is a reasonable probability that damages
against the Parent or any of its Subsidiaries will be recovered in the amount of
$4,000,000 or more and such damages will not be covered by insurance, or any
litigation or proceeding in which the amount is $4,000,000 or more and in which
injunctive or similar relief is sought;

                  (d)   the following events, as soon as possible and in any
event within 30 days after the Parent or any Subsidiary Borrower knows or has
reason to know thereof: (i) the occurrence or expected occurrence of any
Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan or (ii) the institution of proceedings or the taking of any
other action by the PBGC, the Parent or any Subsidiary Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal from,
or the terminating, Reorganization or Insolvency of, any Plan; and

                  (e)   any development or event which has had or could
reasonably be expected to have a Material Adverse Effect.

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

                  6.8   Environmental Laws. (a) Comply with, and ensure
compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws and obtain and comply with and maintain, and ensure that all
tenants and subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws except to the extent that failure to do so could
not be reasonably expected to have a Material Adverse Effect.

                  (b)   Conduct and complete all investigations, studies,
sampling and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply with all lawful orders and directives of
all Governmental Authorities regarding Environmental Laws except to the extent
that the same are being contested in good faith by appropriate



<PAGE>   74
                                                                              68


proceedings and the pendency of such proceedings could not be reasonably
expected to have a Material Adverse Effect.

                  6.9   Security Documents Delivered by New Subsidiaries. Cause
any Person (other than any Person which is a Controlled Foreign Corporation or
Specified Entity) which becomes a Subsidiary of the Parent after the Restatement
Effective Date to execute and deliver a subsidiaries guarantee, substantially in
the form of Exhibit E to this Agreement, and a subsidiaries pledge agreement,
substantially in the form of Exhibit F to this Agreement and cause the stock of
such Subsidiary to be pledged pursuant to a Pledge Agreement.

                  6.10  Foreign Counsel Opinions. Cause to be delivered to the
Administrative Agent and the Lenders within 60 days after the Restatement
Effective Date legal opinions, in form and substance reasonably acceptable to
the Administrative Agent, from counsel in the jurisdiction of incorporation of
certain Controlled Foreign Corporations whose shares are pledged pursuant to a
Pledge Agreement.


                          SECTION 7. NEGATIVE COVENANTS

                  The Parent hereby agrees that, so long as the Commitments
remain in effect, any Note or any Letter of Credit remains outstanding and
unpaid or any other amount is owing to any Lender or the Administrative Agent
hereunder, the Parent shall not, and (except with respect to subsection 7.1)
shall not permit any of its Subsidiaries to, directly or indirectly:

                  7.1   Financial Condition Covenants.

                  (a)   Maintenance of Net Worth. Permit Consolidated Net Worth
at any time during any period set forth below to be less than the amount set
forth opposite such period below:

<TABLE>
<CAPTION>

                Date                                 Amount
                ----                                 ------
<S>                                                 <C>
         Restatement Effective Date - 9/29/99 $300,000,000
                  9/30/99 - 9/29/00                  $330,000,000
                  9/30/00 - 9/29/01                  $360,000,000
                  9/30/01 - thereafter               $390,000,000
</TABLE>

                  (b)   Interest Coverage Ratio. Permit the Interest Coverage
Ratio for any period of four consecutive fiscal quarters to be less than 4.0 to
1.0.

                  (c)   Leverage Ratio. Permit the Leverage Ratio for any period
of four consecutive fiscal quarters ending during any period set forth below to
be greater than the ratio set forth opposite such period below:


<PAGE>   75
                                                                              69


<TABLE>
<CAPTION>
                           Date                     Ratio
                           ----                     -----
<S>                                                <C>
         Restatement Effective Date - 9/29/99 4.00
                  9/30/99 - 9/29/00                  3.50
                  9/30/00 - 9/29/01                  3.25
                  9/30/01 - thereafter               3.00
</TABLE>

                  (d) Senior Debt Ratio. Permit the Senior Debt Ratio for any
period of four consecutive fiscal quarters ending during any period set forth
below to be greater than the ratio set forth opposite such period below:

<TABLE>
<CAPTION>

                           Date                      Ratio
                           ----                      -----
<S>                                                 <C>
         Restatement Effective Date - 9/29/99 3.50
                  9/30/99 - 9/29/00                  3.00
                  9/30/00 - 9/29/01                  2.75
                  9/30/01 - thereafter               2.50
</TABLE>

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

                  (a)   Indebtedness of the Borrowers under this Agreement and
the other Loan Documents;

                  (b)   Indebtedness of the Parent to any Subsidiary and of any
Subsidiary to the Parent or any other Subsidiary, provided that all such
Indebtedness (other than the Nunc Acquisition Indebtedness) owed by a Subsidiary
which is not a Subsidiary Guarantor to a Subsidiary Guarantor or to the Parent
shall not exceed $30,000,000 in the aggregate at any time;

                  (c)   Interest Rate Agreements and foreign exchange contracts
not to exceed an aggregate notional amount of $600,000,000 entered into for
non-speculative purposes or entered into in the ordinary course of business;
provided that a Lender shall be an account party to each such Interest Rate
Agreement or foreign exchange contract;

                  (d)   Indebtedness of the Parent and any of its Subsidiaries
incurred to finance the acquisition of fixed or capital assets (whether pursuant
to a loan, a Financing Lease or otherwise) in an aggregate principal amount not
exceeding as to the Parent and its Subsidiaries $10,000,000 at any one time
outstanding;

                  (e)   Indebtedness outstanding on the date hereof and listed
on Schedule 7.2(e);

                  (f)   Indebtedness of a corporation which becomes a Subsidiary
after the date hereof, provided that (i) such indebtedness existed at the time
such corporation became a Subsidiary and was not created in anticipation thereof
and (ii) immediately after giving effect to



<PAGE>   76
                                                                              70


the acquisition of such corporation by the Parent or any Subsidiary no Default
or Event of Default shall have occurred and be continuing;

                  (g)   additional Indebtedness of the Parent and its
Subsidiaries not exceeding, when added to the amount of Guarantee Obligations
permitted by subsection 7.4(b), $50,000,000 in aggregate principal amount at any
one time outstanding;

                  (h)   any additional Subordinated Indebtedness permitted
hereunder; provided that 100% of the Net Proceeds of such Subordinated
Indebtedness are applied to prepay the Loans, reduce the Aggregate Revolving
Credit Commitment and/or cash collateralize the outstanding Letters of Credit in
accordance with subsection 2.15;

                  (i)   additional Permitted Indebtedness in an aggregate
principal amount not to exceed $300,000,000 (excluding accrued interest on such
additional Permitted Indebtedness in the form of accretion of original issue
discount), so long as at the time of incurrence of such Permitted Indebtedness
no Default or Event of Default shall have occurred or would result therefrom;
and

                  (j)   refinancings, renewals or extensions of Indebtedness
permitted by subsections 7.2(e) or 7.2(f) in an amount not greater than the
amount required to refinance the Indebtedness so refinanced.

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

                  (a)   Liens for taxes not yet due or which are being contested
in good faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Parent or its Subsidiaries,
as the case may be, in conformity with GAAP (or, in the case of foreign
Subsidiaries, generally accepted accounting principles in effect from time to
time in their respective jurisdictions of incorporation);

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

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

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

                  (e)   easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not material in amount



<PAGE>   77
                                                                              71


and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the Parent or such Subsidiary;

                  (f)   Liens in existence on the date hereof listed on Schedule
7.3(f), securing Indebtedness permitted by subsection 7.2(e) (including
extensions, renewals and refinancings of such Indebtedness to the extent
permitted under subsection 7.2(j)), provided that no such Lien is spread to
cover any additional property (other than proceeds of the collateral originally
subject to such Lien in accordance with the instrument creating such Lien) and
that the amount of Indebtedness secured thereby is not increased;

                  (g)   Liens securing Indebtedness of the Parent and its
Subsidiaries permitted by subsection 7.2(d) incurred to finance the acquisition
of fixed or capital assets, provided that (i) such Liens shall be created
substantially simultaneously with the acquisition of such fixed or capital
assets, (ii) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness and the proceeds of such property in
accordance with the instrument creating such Lien, (iii) the amount of
Indebtedness secured thereby is not increased and (iv) the principal amount of
Indebtedness secured by any such Lien shall at no time exceed 100% of the
original purchase price of such property;

                  (h)   Liens on the property or assets of a corporation which
becomes a Subsidiary after the date hereof securing Indebtedness permitted by
subsection 7.2(f), provided that (i) such Liens existed at the time such
corporation became a Subsidiary and were not created in anticipation thereof,
(ii) any such Lien is not spread to cover any property or assets of such
corporation after the time such corporation becomes a Subsidiary (other than
proceeds of the collateral originally subject to such Lien in accordance with
the instrument creating such Lien) and (iii) the amount of Indebtedness secured
thereby is not increased;

                  (i)   Liens securing Indebtedness and/or Guarantee Obligations
permitted by subsection 7.2(g) and 7.4(b), respectively, provided that the Liens
permitted by this clause (i) shall not in the aggregate secure obligations in
excess of $15,000,000.

                  (j)   Liens in the nature of licenses that arise in the
ordinary course of business and consistent with past practice;

                  (k)   Liens in connection with the Sale Leaseback Agreement;

                  (l)   Liens created pursuant to the Security Documents;

                  (m)   Liens in favor of any Lender which is party to foreign
exchange contracts and Interest Rate Agreements securing Indebtedness permitted
by subsection 7.2(c);

                  (n)   leases and subleases otherwise permitted hereunder
granted to others not interfering in any material respect in the business of the
Parent or any of its Subsidiaries; and

<PAGE>   78
                                                                              72


                  (o)   attachment or judgment Liens in an aggregate amount
outstanding at any one time not in excess of $1,500,000; provided that the
attachment or judgment related thereto is discharged, vacated, stayed, or bonded
pending appeal within 60 days from the entry thereof.

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

                  (a)   Guarantee Obligations in existence on the date hereof
and listed on Schedule 7.4(a);

                  (b)   Guarantee Obligations incurred after the date hereof in
an aggregate amount not to exceed, when added to the amount of Indebtedness then
outstanding and permitted by subsection 7.2(g), $50,000,000 at any one time
outstanding;

                  (c)   guarantees by the Parent or its Subsidiaries of
Indebtedness permitted by subsection 7.2;

                  (d)   the Guarantees or other Guarantee Obligations arising
under the Loan Documents;

                  (e)   surety bonds issued in respect of the type of
obligations described in subsection 7.3(d); and

                  (f)   indemnities made in the ordinary course of business
provided that such indemnities could not individually or in the aggregate have a
Material Adverse Effect.

                  7.5   Limitations on Fundamental Changes. Except as otherwise
permitted by subsection 7.6 or subsection 7.10(e), enter into any transaction of
acquisition or merger or consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease, assign, transfer or otherwise dispose of, all or substantially all of its
property, business or assets, or make any material change in its present method
of conducting business, except that any Wholly Owned Subsidiary of the Parent
may be merged or consolidated with, or may convey, sell, lease, assign, transfer
or otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to, any other Wholly Owned Subsidiary of the Parent or the Parent;
provided that (a) in any merger or consolidation involving the Parent, the
Parent shall be the continuing or surviving entity, (b) if any such merger or
consolidation shall involve at least one entity of which less than 100% of the
Capital Stock has been pledged to the Administrative Agent for the benefit of
the Lenders, then the continuing or surviving entity shall be that entity in
which the greater percentage of Capital Stock has been so pledged, (c) no such
merger or consolidation shall be permitted if such merger or consolidation would
create a conflict between or among any of clauses (a) or (b) of this proviso,
and (d) no Subsidiary (for purposes of this clause (d), the "first Subsidiary")
may convey, sell, lease, assign, transfer or otherwise dispose of any or all of
its assets (other than sales and transfers of assets in the ordinary course or
of assets immaterial to the value of the first Subsidiary) or issue equity



<PAGE>   79
                                                                              73


securities of any type to any Subsidiary of which less than 100% of the Capital
Stock has been pledged to the Administrative Agent for the benefit of the
Lenders (for purposes of this clause (d), the "second Subsidiary"), unless the
first Subsidiary is a Controlled Foreign Corporation and the second Subsidiary
is a Subsidiary of the first Subsidiary or of another Controlled Foreign
Corporation.

                  7.6 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person other than the
Parent or any Wholly Owned Subsidiary of the Parent, except:

                  (a) the sale or other disposition of obsolete or worn out
property in the ordinary course of business;

                  (b) the sale of inventory in the ordinary course of business;

                  (c) the sale or discount without recourse of accounts
receivable arising in the ordinary course of business in connection with the
compromise or collection thereof;

                  (d) as permitted by subsection 7.5; and

                  (e) any other sales or other dispositions not otherwise
permitted hereunder to the extent the aggregate Net Proceeds of all such sales
and other dispositions do not exceed $50,000,000; provided that the Net Proceeds
of each such disposition are applied to the prepayment of the Loans to the
extent and as provided for in subsection 2.15.

                  7.7 Limitation on Leases. Permit Consolidated Lease Expense
for any fiscal year of the Parent and its Subsidiaries to exceed $20,000,000.

                  7.8 Limitation on Dividends. Declare or pay any dividend
(other than dividends payable solely in common stock of the Parent) on, or make
any payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, defeasance, retirement or other acquisition
of, any shares of any class of Capital Stock of the Parent or any warrants or
options to purchase any such Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Parent or
any Subsidiary (such declarations, payments, setting apart, purchases,
redemptions, defeasances, retirements, acquisitions and distributions being
herein called "Restricted Payments"), except that, so long as no Default or
Event of Default has occurred and is continuing or would result therefrom, any
Restricted Payment may be made if, after giving effect thereto, the sum of the
Restricted Payments made from and after July 31, 1995 is not greater than the
Restricted Payment Allowance as of such date.

                  7.9  [Reserved]
<PAGE>   80
                                                                              74


                  7.10 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except:

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

                  (b) investments in Cash Equivalents;

                  (c) loans and advances to employees of the Parent or its
Subsidiaries for travel, entertainment and relocation expenses in the ordinary
course of business;

                  (d) investments by the Parent in or loans or advances by the
Parent to its Subsidiaries and investments by such Subsidiaries in or loans or
advances by such subsidiaries to the Parent and in or to other Subsidiaries
(including the investment for creation of such Subsidiary); provided, however,
that any such investment, loan or advance by or to a Subsidiary of which less
than 100% of the Capital Stock has been pledged to the Administrative Agent for
the benefit of the Lenders shall be (i) in an amount immaterial in relation to
the value of the transferor, (ii) in the ordinary course of business of each
party thereto and (iii) upon fair and reasonable terms no less favorable to each
party than each party could obtain in a comparable arm's length transaction with
a Person not an Affiliate, and provided, further, that any such investment
constituting Indebtedness of any Subsidiary shall be permitted only if such
Indebtedness is permitted by subsection 7.2(b);

                  (e) so long as no Event of Default has occurred and is
continuing or would occur as a result therefrom, the Borrower and its
Subsidiaries may purchase securities or any assets constituting a business unit
or product line of, or make any other investment in, another Person; provided
that any such purchase or investment does not violate any other agreement
contained herein; and provided, further, that upon acquisition of control of
such Person, the acquiror shall pledge, on terms reasonably satisfactory to the
Administrative Agent, such securities (other than 35% of the Capital Stock of
any Controlled Foreign Corporation) to the Administrative Agent for the benefit
of the Lenders;

                  (f) extensions or renewals of existing investments on
substantially identical terms;

                  (g) investments in the ordinary course of business not to
exceed $100,000;

                  (h) investments in Interest Rate Agreements and foreign
exchange contracts not to exceed an aggregate notional amount of $600,000,000
entered into for non-speculative purposes, provided that a Lender shall be an
account party to each such Interest Rate Agreement or foreign exchange contract;
and


<PAGE>   81
                                                                              75


                  (i) loans in an aggregate principal amount not to exceed
$500,000 individually and $2,500,000 in the aggregate at any time outstanding
with terms not to exceed ninety (90) days, which terms may not be extended or
refinanced beyond the original maturity thereof.

                  7.11 Limitation on Optional Payments and Modifications of Debt
Instruments. (a) Make any optional payment or prepayment on or redemption of any
Indebtedness (other than the Loans or intercompany indebtedness to the extent
such indebtedness is permitted hereunder or in connection with any refinancing
of the Indebtedness governed by the Sale Leaseback Agreement to the extent
permitted by subsection 7.2(h)) or (b) amend, modify or change, or consent or
agree to any amendment, modification or change to any of the terms relating to
the payment or prepayment of principal of or interest on, any such Indebtedness
existing on the date hereof (other than any such amendment, modification or
change which would extend the maturity or reduce the amount of any payment of
principal thereof or which would reduce the rate or extend the date for payment
of interest thereon).

                  7.12 Limitation on Transactions with Affiliates. Enter into
any transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate unless
such transaction is (a) otherwise permitted under this Agreement, (b) in the
ordinary course of the Parent's or such Subsidiary's business and (c) upon fair
and reasonable terms no less favorable to the Parent or such Subsidiary, as the
case may be, than it would obtain in a comparable arm's length transaction with
a Person which is not an Affiliate; provided that any transaction which
repatriates the earnings of a foreign Subsidiary to a domestic Subsidiary shall
be deemed to be permitted under this Agreement.

                  7.13 Limitation on Sales and Leasebacks. Except in connection
with the Sale Leaseback Agreement, enter into any arrangement with any Person
providing for the leasing by the Parent or any Subsidiary of real or personal
property which has been or is to be sold or transferred by the Parent or such
Subsidiary to such Person or to any other Person to whom funds have been or are
to be advanced by such Person on the security of such property or rental
obligations of the Parent or such Subsidiary.

                  7.14 Limitation on Changes in Fiscal Year. Permit the fiscal
year of the Parent to end on a day other than September 30.

                  7.15 Limitation on Negative Pledge Clauses. Enter into with
any Person any agreement, other than (a) this Agreement, (b) the Capitalization
Documents, (c) agreements in connection with any Indebtedness or Guarantee
Obligation secured by assets to the extent permitted by subsection 7.3(i) (in
which case, any prohibition or limitation shall only be effective against such
assets) and (d) any purchase money mortgages or Financing Leases permitted by
this Agreement (in which cases, any prohibition or limitation shall only be
effective against the assets financed thereby), which prohibits or limits the
ability of the Parent or any of its Subsidiaries to create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired.


<PAGE>   82
                                                                              76


                  7.16 Limitation on Lines of Business. Enter into any business,
either directly or through any Subsidiary by acquisition or otherwise, except
for those businesses in which the Parent and its Subsidiaries are engaged on the
date of this Agreement or which are related thereto.

                  7.17 Restrictions Affecting Subsidiaries. Enter into, or
suffer to exist, any Contractual Obligation with any Person other than the
Parent, which prohibits or limits the ability of any Subsidiary to (a) pay
dividends or make other distributions or pay any Indebtedness owed to the Parent
or any other Subsidiary, (b) make loans or advances to the Parent or any other
Subsidiary or (c) transfer any of its properties or assets to the Parent or any
other Subsidiary.

                  7.18 Modification of Capitalization Documents. Amend,
supplement or otherwise modify any of the Capitalization Documents without
giving the Administrative Agent at least ten days prior notice of such
amendment, supplement or modification and in any event in such a manner which
shall not be deemed by the Majority Lenders to be adverse to their interests
hereunder.


                          SECTION 8. EVENTS OF DEFAULT

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

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

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

                  (c) Any Borrower or any other Loan Party shall default in the
observance or performance of any agreement contained in Section 7 of this
Agreement, Sections 5(b), 5(e) or 5(f) of the Parent Pledge Agreement or
Sections 5(b), 5(e) or 5(f) of the Subsidiaries Pledge Agreement; or

                  (d) Any Borrower or any other Loan Party shall default in the
observance or performance of any other agreement contained in this Agreement or
any other Loan Document (other than as provided in paragraphs (a) through (c) of
this Section), and such default shall continue unremedied for a period of 30
days; or


<PAGE>   83
                                                                              77



                  (e) The Parent or any of its Subsidiaries shall (i) default in
any payment of principal of or interest (regardless of amount) of any
Indebtedness (other than the Notes) having an aggregate principal amount in
excess of $5,000,000 or in the payment (regardless of amount) of any Guarantee
Obligation (other than the Guarantees) in excess of $5,000,000, beyond the
period of grace (not to exceed 30 days), if any, provided in the instrument or
agreement under which such Indebtedness or Guarantee Obligation was created; or
(ii) default in the observance or performance of any other agreement or
condition relating to any such Indebtedness or Guarantee Obligation or contained
in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to become due prior to its stated maturity or such Guarantee
Obligation to become payable; or

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

                  (g) (i) Any Person shall engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any "accumulated funding deficiency" (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to any
Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the
Parent, any Subsidiary Borrower or any Commonly Controlled Entity, (iii) a
Reportable Event shall occur with respect to, or proceedings shall commence to
have a trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is, in the


<PAGE>   84
                                                                              78


reasonable opinion of the Majority Lenders, likely to result in the termination
of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate for purposes of Title IV of ERISA, (v) the Parent, any
Subsidiary Borrower or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Majority Lenders is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other event or condition shall occur or exist
with respect to a Plan; and in each case in clauses (i) through (vi) above, such
event or condition, together with all other such events or conditions, if any,
could reasonably be expected to have a Material Adverse Effect; or

                  (h) One or more judgments or decrees shall be entered against
the Parent or any of its Subsidiaries involving in the aggregate a liability
(not paid or fully covered by insurance) of $1,500,000 or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 60 days from the entry thereof; or

                  (i) (i) Any of the Security Documents shall cease, for any
reason, to be in full force and effect, or the Parent or any other Loan Party
which is a party to any of the Security Documents shall so assert or (ii) the
Lien created by any of the Security Documents shall cease to be enforceable and
of the same effect and priority purported to be created thereby; or

                  (j) Any Guarantee shall cease, for any reason, to be in full
force and effect or any Guarantor shall so assert; or

                  (k) (i) Any Person or "group" (within the meaning of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) (other than
any Person which is an Affiliate of the Parent as of the date hereof) (A) shall
have acquired beneficial ownership of more than 35% of any outstanding class of
Capital Stock having ordinary voting power in the election of directors of the
Parent or (B) shall obtain the power (whether or not exercised) to elect a
majority of the Parent's directors or (ii) the Board of Directors of the Parent
shall not consist of a majority of Continuing Directors; as used in this
paragraph "Continuing Directors" shall mean the directors of the Parent on the
Restatement Effective Date and each other director, if such other director's
nomination for election to the Board of Directors of the Parent is recommended
by a majority of the then Continuing Directors;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to any Borrower,
automatically the Commitments to such Borrower shall immediately terminate and
the Loans made to such Borrower hereunder (with accrued interest thereon) and
all other amounts owing by such Borrower under this Agreement (including,
without limitation, all amounts of L/C Obligations owing by the Parent, whether
or not the beneficiaries of the then outstanding relevant Letters of Credit
shall have presented the documents required thereunder) and the Notes of such
Borrower shall immediately become due and payable, and (B) if such event is any
other Event of Default, either or both of the following actions may be taken:
(i) with the consent of the Majority Lenders, the Administrative Agent may, or
upon the request of the Majority Lenders, the Administrative Agent shall, by
notice to the Parent declare the Commitments of any or all of the Borrowers to
be terminated forthwith,


<PAGE>   85
                                                                              79


whereupon such Commitments shall immediately terminate; and (ii) with the
consent of the Majority Lenders, the Administrative Agent may, or upon the
request of the Majority Lenders, the Administrative Agent shall, by notice to
the Parent, declare the Loans made to any or all of the Borrowers hereunder
(with accrued interest thereon) and all other amounts owing by such Borrowers
under this Agreement (including, without limitation, all amounts of L/C
Obligations owing hereunder, whether or not the beneficiaries of the then
outstanding relevant Letters of Credit shall have presented the documents
required thereunder) and the Notes of such Borrowers to be due and payable
forthwith, whereupon the same shall immediately become due and payable.

                  With respect to all Letters of Credit, if the Indebtedness
hereunder has been accelerated pursuant to the preceding paragraph with respect
to which presentment for honor shall not have occurred at the time of such
acceleration, the Borrowers shall at such time deposit in a cash collateral
account opened by the Administrative Agent an amount equal to the sum of (i) the
aggregate then undrawn and unexpired amount of such Letters of Credit and (ii)
commissions, fees and estimated expenses (in each case as determined pursuant to
subsection 3.3) expected to be incurred hereunder over a one year period.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrowers hereunder and under the Notes. After all the
Letters of Credit issued pursuant to the terms hereof shall have expired or been
fully drawn upon, all Reimbursement Obligations shall have been satisfied and
all other obligations of the Borrowers hereunder and under the Notes shall have
been paid in full, the balance, if any, in such cash collateral account shall be
returned to the Parent. The Parent shall execute and deliver to the
Administrative Agent, for the account of the Issuing Bank and the L/C
Participants, such further documents and instruments as the Administrative Agent
may request to evidence the creation and perfection of the security interest in
such cash collateral account.

                  Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived.


                              SECTION 9. GUARANTEE

                  9.1 Guarantee. The Parent hereby unconditionally and
irrevocably guarantees to the Administrative Agent and the Lenders, the prompt
and complete payment and performance by each of the Subsidiary Borrowers when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations. This Parent Guarantee shall remain in full force and effect until
the Obligations are paid in full and the Commitments are terminated,
notwithstanding that from time to time prior thereto any Subsidiary Borrower may
be free from any Obligations. The Parent agrees that whenever, at any time, or
from time to time, it shall make any payment to the Administrative Agent or any
Lender on account of its liability under this Parent Guarantee, it will notify
the Administrative Agent and such Lender in writing that such payment is made
under this Parent Guarantee for such purpose. No payment or payments made by any
Subsidiary


<PAGE>   86
                                                                              80


Borrower or any other Person or received or collected by the Administrative
Agent or any Lender from any Subsidiary Borrower or any other Person by virtue
of any action or proceeding or any offset or appropriation or application, at
any time or from time to time, in reduction of or in payment of the Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability of
the Parent under this Parent Guarantee, which shall remain obligated under this
Parent Guarantee, notwithstanding any such payment or payments until the
Obligations are paid in full and the Commitments are terminated.

                  9.2 No Subrogation. Notwithstanding any payment or payments
made by the Parent under this Parent Guarantee or any set-off or application of
funds of the Parent by any Lender, the Parent shall not be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against any Subsidiary Borrower or any other guarantor or any collateral
security or guarantee or right of set-off held by the Administrative Agent or
any Lender for the payment of the Obligations, nor shall the Parent seek or be
entitled to seek any contribution or reimbursement from any Subsidiary Borrower
or any other guarantor in respect of payments made by the Parent hereunder,
until all amounts owing to the Administrative Agent and the Lenders by the
Subsidiary Borrowers on account of the Obligations are paid in full and the
Commitments are terminated. If any amount shall be paid to the Parent on account
of such subrogation rights at any time when all of the Obligations shall not
have been paid in full, such amount shall be held by the Parent in trust for the
Administrative Agent and the Lenders, segregated from other funds of the Parent,
and shall, forthwith upon receipt by the Parent, be turned over to the
Administrative Agent in the exact form received by the Parent (duly indorsed by
the Parent to the Administrative Agent, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as the Administrative
Agent may determine.

                  9.3 Amendments, etc., with respect to the Obligations. The
Parent shall remain obligated under this Parent Guarantee notwithstanding that,
without any reservation of rights against the Parent, and without notice to or
further assent by the Parent, any demand for payment of any of the Obligations
made by the Administrative Agent or any Lender may be rescinded by the
Administrative Agent or such Lender, and any of the Obligations continued, and
the Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any Lender, and this Agreement, the
Notes and the other Loan Documents may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent or the Lenders (or
the Majority Lenders, as the case may be) may deem advisable from time to time
in accordance with the provisions of subsection 11.1, and any collateral
security, guarantee or right of set-off at any time held by the Administrative
Agent or any Lender for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Administrative Agent nor any Lender
shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Obligations or for the obligations of the
Parent under this Parent Guarantee or any property subject thereto.



<PAGE>   87
                                                                              81

                  9.4 Guarantee Absolute and Unconditional. The Parent waives
any and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent or
any Lender upon this Parent Guarantee or acceptance of this Parent Guarantee;
the Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred in reliance upon this Parent Guarantee; and all
dealings between the Subsidiary Borrowers or the Parent, on the one hand, and
the Administrative Agent and the Lenders, on the other, shall likewise be
conclusively presumed to have been had or consummated in reliance upon this
Parent Guarantee. The Parent waives diligence, presentment, protest, notice of
intent to accelerate, notice of acceleration, demand for payment and notice of
default or nonpayment to or upon any of the Subsidiary Borrowers or the Parent
with respect to the Obligations. This Parent Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity or enforceability of this Agreement, any Note, any other Loan
Document, any of the Obligations or any collateral security therefor or
guarantee or right of set-off with respect thereto at any time or from time to
time held by the Administrative Agent or any Lender, (b) any defense, offset or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by any of the Subsidiary Borrowers against
the Administrative Agent or any Lender or (c) any other circumstance whatsoever
(with or without notice to or knowledge of any of the Subsidiary Borrowers or
the Parent) which constitutes, or might be construed to constitute, an equitable
or legal discharge of any of the Subsidiary Borrowers for the Obligations of
such Subsidiary Borrower, or of the Parent under this Parent Guarantee, in
bankruptcy or in any other instance. When the Administrative Agent is pursuing
its rights and remedies hereunder against the Parent, the Administrative Agent
or any Lender may, but shall be under no obligation to, pursue such rights and
remedies as it may have against any Subsidiary Borrower or any other Person or
against any collateral security or guarantee for the Obligations or any right of
offset with respect thereto, and any failure by the Administrative Agent or any
Lender to pursue such other rights or remedies or to collect any payments from
any Subsidiary Borrower or any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset or any
release of any Subsidiary Borrower or any such other Person or of any such
collateral security, guarantee or right of offset, shall not relieve the Parent
of any liability under this Parent Guarantee, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law,
of the Administrative Agent and the Lenders against the Parent.

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

                  9.6 Payments. The Parent hereby agrees that the Obligations
will be paid to the Administrative Agent for the benefit of the Administrative
Agent and the Lenders, as the case


<PAGE>   88
                                                                              82


may be, without set-off or counterclaim in Dollars in immediately available
funds at the office of the Administrative Agent located at 270 Park Avenue, New
York, New York 10017.


               SECTION 10. THE ADMINISTRATIVE AGENT; THE ARRANGER

                  10.1 Appointment. Each Lender hereby irrevocably designates
and appoints The Chase Manhattan Bank as the Administrative Agent of such Lender
under this Agreement and the other Loan Documents, and each such Lender
irrevocably authorizes The Chase Manhattan Bank, as the Administrative Agent for
such Lender, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms
of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

                  10.2 Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

                  10.3 Exculpatory Provisions. Neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by any Borrower or
any officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or the Notes or any
other Loan Document (except as the effectiveness or enforceability of any Loan
Document may be affected by the due execution or delivery thereof by the
Administrative Agent) or for any failure of any Borrower to perform its
obligations hereunder or thereunder. The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Parent or any of its Subsidiaries (including, without limitation,
any Subsidiary Borrower).

                  10.4 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Note, writing, resolution, notice,



<PAGE>   89
                                                                              83


consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation reasonably and in good faith
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrowers), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Majority Lenders (or as otherwise
required by subsection 11.1) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement and the Notes and
the other Loan Documents in accordance with a request of the Majority Lenders
(or as otherwise required by subsection 11.1), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the Notes.

                  10.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Lender or the Parent referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give prompt notice thereof to the Lenders. The Administrative Agent
shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Majority Lenders (except as otherwise required by
subsection 11.1); provided that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.



<PAGE>   90
                                                                              84


                  10.6 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Parent or any of its Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Parent, the Subsidiary
Borrowers and the other Subsidiaries of the Parent and made its own decision to
make its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Parent and its
Subsidiaries. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Parent and its Subsidiaries which may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

                  10.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Parent and without limiting the obligation of the Parent to do so), ratably
according to their pro rata shares of the Aggregate Commitment in effect on the
date on which indemnification is sought under this subsection (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with their pro rata shares of the Aggregate Commitment immediately prior to such
date), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Notes) be imposed on, incurred by or asserted
against the Administrative Agent in its capacity as such in any way relating to
or arising out of this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the Administrative
Agent's gross negligence or willful misconduct. The agreements in this
subsection shall survive the payment of the Notes and all other amounts payable
hereunder.


<PAGE>   91
                                                                              85


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

                  10.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 20 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Majority Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent shall be
approved by the Parent, whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Notes. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this subsection shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

                  10.10 The Arranger. The Arranger shall have no duties or
responsibilities, and shall incur no liability, under this Agreement or the
other Loan Documents.


                            SECTION 11. MISCELLANEOUS

                  11.1 Amendments and Waivers. Neither this Agreement, any Note
or any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. With the written consent of the Majority Lenders, the Administrative
Agent may, from time to time, (a) enter into with the Borrowers (and, in the
case of any Loan Document other than this Agreement, the Parent or any
Subsidiary, as the case may be, party thereto) written amendments, supplements
or modifications hereto and to the Notes and the other Loan Documents for the
purpose of adding any provisions to this Agreement, the Notes or the other Loan
Documents or changing in any manner the rights of the Lenders or any of the
Borrowers hereunder or thereunder or (b) waive any of the requirements of this
Agreement, the Notes or the other Loan Documents or any Default or Event of
Default and its consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall (i) reduce the amount or extend the
scheduled date of maturity of any Note or of any installment thereof, or reduce
the stated rate of any interest or fee payable hereunder or extend the scheduled
date of any payment thereof or increase the


<PAGE>   92
                                                                              86


amount or extend the expiration date of any Lender's Commitment, in each case
without the consent of each Lender directly affected thereby, or (ii) amend,
modify or waive any provision of this subsection or reduce the percentage
specified in the definition of Majority Lenders, or consent to the assignment or
transfer by the Parent or any of the Subsidiary Borrowers, of any of its rights
and obligations under this Agreement and the other Loan Documents or release all
or substantially all of the Collateral or release the Parent Guarantee or
Subsidiaries Guarantee, in each case without the written consent of all the
Lenders, or (iii) amend, modify or waive any provision of Section 10 without the
written consent of the then Administrative Agent. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders
and shall be binding upon the Parent, the Subsidiary Borrowers, the Lenders, the
Administrative Agent and all future holders of the Notes. In the case of any
waiver, the relevant Borrowers, the Lenders and the Administrative Agent shall
be restored to their former position and rights hereunder and under the
outstanding Notes and any other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

                  11.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or 3 days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Parent, the Subsidiary
Borrowers and the Administrative Agent, and as set forth in Schedule I in the
case of the other parties hereto, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the Notes:

         The Parent:       Sybron International Corporation
                           411 East Wisconsin Avenue, 24th Floor
                           Milwaukee, Wisconsin  53202
                           Attention: Secretary
                           Telecopy: (414) 274-6561

         Ormco:            Ormco Corporation
                           c/o Sybron International Corporation
                           411 East Wisconsin Avenue, 24th Floor
                           Milwaukee, Wisconsin  53202
                           Attention: Assistant Secretary
                           Telecopy:  (414) 274-6561
<PAGE>   93
                                                                              87



         Kerr:             Kerr Corporation
                           c/o Sybron International Corporation
                           411 East Wisconsin Avenue, 24th Floor
                           Milwaukee, Wisconsin  53202
                           Attention:  Assistant Secretary
                           Telecopy:  (414) 274-6561

         NNI:              Nalge Nunc International Corporation
                           c/o Sybron International Corporation
                           411 East Wisconsin Avenue, 24th Floor
                           Milwaukee, Wisconsin  53202
                           Attention: Assistant Secretary
                           Telecopy:  (414) 274-6561

         Erie:             Erie Scientific Company
                           c/o Sybron International Corporation
                           411 East Wisconsin Avenue, 24th Floor
                           Milwaukee, Wisconsin  53202
                           Attention: Assistant Secretary
                           Telecopy: (414) 274-6561

         Barnstead:        Barnstead Thermolyne Corporation
                           c/o Sybron International Corporation
                           411 East Wisconsin Avenue, 24th Floor
                           Milwaukee, Wisconsin  53202
                           Attention: Assistant Secretary
                           Telecopy: (414) 274-6561

         Remel:   Remel Inc.
                           c/o Sybron International Corporation
                           411 East Wisconsin Avenue, 24th Floor
                           Milwaukee, Wisconsin  53202
                           Attention: Assistant Secretary
                           Telecopy: (414) 274-6561

         The Administrative
         Agent:            The Chase Manhattan Bank
                           Loan and Agency Services Group
                           One Chase Manhattan Plaza, 8th Floor
                           New York, New York  10081
                           Attention:  Patricia Ciocco
                           Telecopy:  (212) 552-5662


<PAGE>   94
                                                                              88


provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.3, 2.5, 2.10, 2.14, 2.16, 2.17 or 2.31
shall not be effective until received.

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

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

                  11.5 Payment of Expenses and Taxes. The Parent agrees (a) to
pay or reimburse the Administrative Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement,
the Notes and the other Loan Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
fees and disbursements of counsel to the Administrative Agent, (b) to pay or
reimburse each Lender and the Administrative Agent for all its reasonable costs
and expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the Notes, the other Loan Documents and any such
other documents, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent and to the several Lenders
(including the reasonable allocated fees and expenses of in-house counsel), and
(c) to pay, indemnify, and hold each Lender and the Administrative Agent
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
taxes similar in nature, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the Notes, the other Loan Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender and the
Administrative Agent (and their respective directors, officers, employees and
agents) harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the
Notes, the other Loan Documents and any such other documents, including, without
limitation, any of the foregoing relating to the violation of, noncompliance
with or liability under, any Environmental Law applicable to the operations of
the Parent, any of its Subsidiaries or any of the Properties (all the foregoing
in this clause (d), collectively, the "indemnified liabilities"), provided, that
the Parent shall have no obligation


<PAGE>   95
                                                                              89


hereunder to the Administrative Agent or any Lender with respect to indemnified
liabilities arising from the gross negligence or willful misconduct of the
Administrative Agent or any such Lender, respectively. The agreements in this
subsection shall survive repayment of the Notes and all other amounts payable
hereunder.

                  11.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the Parent,
Subsidiary Borrowers, the Lenders, the Administrative Agent, all future holders
of the Notes and their respective successors and assigns, except that (subject
to subsection 7.5) neither the Parent nor any Subsidiary Borrower may assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of each Lender.

                  (b) Any Lender may, in the ordinary course of its business and
in accordance with applicable law, at any time sell to one or more banks or
other entities ("Participants") with the consent of the Parent (which shall not
be unreasonably withheld or delayed), provided that no such consent of the
Parent shall be required if an Event of Default has occurred and is continuing,
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any Commitment of such Lender or any other interest of such Lender
hereunder and under the other Loan Documents. In the event of any such sale by a
Lender of a participating interest to a Participant, such Lender's obligations
under this Agreement to the other parties to this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, such Lender shall remain the holder of any such Note for all purposes
under this Agreement and the other Loan Documents, and the Parent, the
Subsidiary Borrowers and the Administrative Agent shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. Each of the
Borrowers agrees that if amounts outstanding under this Agreement and the Notes
are due or unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall be
deemed to have the right of setoff in respect of its participating interest in
amounts owing under this Agreement and any Note to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
this Agreement or any Note, provided that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in subsection 11.8(a) as fully as if it
were a Lender hereunder. Each Borrower also agrees that each Participant shall
be entitled to the benefits of subsections 2.24, 2.25 and 2.26 with respect to
its participation in the Commitments and the Loans outstanding from time to time
as if it were a Lender; provided that, in the case of subsection 2.25 such
Participant shall have complied with the requirements of said subsection and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

                  (c) Any Lender may, in the ordinary course of its business and
in accordance with applicable law, at any time and from time to time assign to
any Lender or any Affiliate or Related Fund thereof or, with the consent of the
Administrative Agent and the Parent (which


<PAGE>   96
                                                                              90


shall not be unreasonably withheld or delayed), provided that no such consent of
the Parent shall be required if an Event of Default has occurred and is
continuing, to an additional bank, financial institution or other entity
approved by the Administrative Agent and the Parent ("an Assignee") all or any
part of its rights and obligations under this Agreement and any Note (provided
that any such assignment must be in a minimum amount of the lesser of (A)
$10,000,000, (B) the full amount of the assigning Lender's applicable Commitment
or (C) such lesser amount agreed to by the Administrative Agent and the Parent)
pursuant to an Assignment and Acceptance, substantially in the form of Exhibit
I, executed by such Assignee, such assigning Lender (and, in the case of an
Assignee that is not then a Lender or an Affiliate or Related Fund thereof, by
the Administrative Agent and the Borrower) and delivered to the Administrative
Agent for its acceptance and recording in the Register. Upon such execution,
delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be
a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder with a Commitment as set
forth therein, and (y) the assigning Lender thereunder shall, to the extent
provided in such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such assigning Lender shall cease to be a party hereto).

                  (d) The Administrative Agent, as agent for the Borrowers,
shall maintain at its address referred to in subsection 11.2 a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitments
and the Commitment Percentages of, and principal amount of the Revolving Credit
Loans and/or Term Loans owing to, each Lender from time to time and the
registered owners of the Obligation(s) evidenced by the Note(s). Notes and the
Obligations evidenced thereby may be assigned or otherwise transferred in whole
or in part only by registration of such assignment or transfer on the Register
(and each Note shall expressly so provide). Any assignment or transfer of all or
part of such Obligation(s) and the Note(s) evidencing the same shall be
registered on the Register only upon surrender for registration of assignment or
transfer of the Note(s) evidencing such Obligation(s), duly endorsed by (or
accompanied by a written instrument of assignment or transfer duly executed by)
the holder thereof, and thereupon one or more new Note(s) in the same aggregate
principal amount shall be issued to the designated Assignee(s) and the old
Note(s) shall be returned by the Administrative Agent to the applicable Borrower
marked "cancelled". No assignment of any Note or obligations shall be effective
unless it has been recorded in the Register as provided in this subsection
11.6(d). The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register as the owner of the
Loan recorded therein for all purposes of this Agreement. The Register shall be
available for inspection by any Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an Affiliate


<PAGE>   97
                                                                              91



thereof, by the Administrative Agent and the Borrower) together with payment to
the Administrative Agent by the assigning Lender or such Assignee of a
registration and processing fee of $4,000 (or $1,000 in the case of an Assignee
that is already a Lender), the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) on the effective date determined
pursuant thereto record the information contained therein in the Register and
give notice of such acceptance and recordation to the Lenders and the Parent. On
or prior to such effective date, each of the Borrowers, at its own expense,
shall execute and deliver to the Administrative Agent (in exchange for the
Revolving Credit Note, CAF Advance Note, Tranche A Term Note, Additional Tranche
A Term Note or Tranche B Term Note, if any, of the assigning Lender) a new
Revolving Credit Note, CAF Advance Note, Tranche A Term Note, Additional Tranche
A Term Note or Tranche B Term Note, as the case may be, to the order of such
Assignee in amounts reflecting the Revolving Credit Commitment or applicable
Term Loan, as the case may be, assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Revolving Credit
Commitment or Term Loan hereunder, a new Revolving Credit Note or applicable
Term Note, as the case may be, to the order of the assigning Lender in amounts
reflecting the Revolving Credit Commitment or applicable Term Loan, as the case
may be, retained by it hereunder. Such new Notes shall be dated the Restatement
Effective Date, and shall otherwise be in the form of the Note replaced thereby.

                  (f) Subject to the provisions of subsection 11.17, each
Borrower authorizes each Lender to disclose to any Participant or Assignee
(each, a "Transferee") and any prospective Transferee any and all financial
information in such Lender's possession concerning the Borrowers and their
Affiliates which has been delivered to such Lender by or on behalf of the
Borrowers pursuant to this Agreement or which has been delivered to such Lender
by or on behalf of the Borrowers in connection with such Lender's credit
evaluation of the Borrowers and their Affiliates prior to becoming a party to
this Agreement.

                  (g) Nothing herein shall prohibit any Lender from pledging or
assigning any Note to any Federal Reserve Bank in accordance with applicable law
and any Lender that is a fund that invests in bank loans may, without the
consent of the Administrative Agent or the Parent, assign or pledge all or any
portion of its Loans and its Notes to any holders of obligations owed, or
securities issued, by such fund as security for such obligations or securities,
or to any trustee for, or any other representative of, such holders; provided
that any foreclosure or similar action by such trustee shall be subject to the
provisions of this subsection 11.6.

                  (h) Notwithstanding anything to the contrary contained herein,
any Lender, (a "Granting Lender") may grant to a special purpose funding vehicle
(an "SPC") of such Granting Lender, identified as such in writing from time to
time by the Granting Lender to the Administrative Agent, the option to provide
to the Borrowers all or any part of any Loan that such Granting Lender would
otherwise be obligated to make to such Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan, (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof and (iii) no SPC or
Granting Lender shall be entitled to receive any greater amount pursuant to
subsection 2.23, 2.24 or 2.25 than the Granting Lender would have been entitled
to


<PAGE>   98
                                                                              92


received had the Granting Lender not otherwise granted such SPC the option to
provide any Loan to the Borrowers. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender would otherwise be liable for so long
as, and to the extent that, the related Granting Lender makes such payment. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any bankruptcy,
reorganization, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof.
Notwithstanding the foregoing, the Granting Lender unconditionally agrees to
indemnify the Borrowers, the Administrative Agent and each Lender against all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
incurred by or asserted against such Borrower, the Administrative Agent or such
Lender, as the case may be, in any way relating to or arising as a consequence
of any such forbearance or delay in the initiation of any such proceeding
against its SPC. Each party hereto hereby acknowledges and agrees that no SPC
shall have any voting rights hereunder and that the voting rights attributable
to any extensions of credit made by an SPC shall be exercised only by the
relevant Granting Lender. Each Granting Lender shall serve as the administrative
agent and attorney in fact for its SPC and shall on behalf of its SPC receive
any and all payments made for the benefit of such SPC and take all actions
hereunder to the extent, if any, such SPC shall have any rights hereunder. The
Borrowers, the Administrative Agent and the Lenders may rely thereon without any
requirement that the SPC sign or acknowledge the same. In addition,
notwithstanding anything to the contrary contained in this Section, any SPC may
(i) with notice to, but without the prior written consent of, the Borrowers and
the Administrative Agent, assign all or a portion of its interest in any Loans
to the Granting Lender and (ii) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancement to such
SPC.

                  11.7 Adjustments; Set-off. (a) If any Lender (a "benefitted
Lender") shall at any time receive any payment of all or part of the Loans owing
to it, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 8(f) or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender's Loans then due and owing, or
interest thereon then due and owing, such benefitted Lender shall purchase for
cash from such other Lender a participating interest in such portion of each
such other Lender's Revolving Credit Loans, Term Loans or CAF Advances, as the
case may be, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from


<PAGE>   99
                                                                              93



such benefitted Lender, such purchase shall be rescinded, and the purchase price
and benefits returned, to the extent of such recovery, but without interest.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrowers, any such notice being expressly waived by the Borrowers to the extent
permitted by applicable law, upon any amount becoming due and payable by any
Borrower hereunder or under the Notes (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of such Borrower. Each Lender
agrees promptly to notify the Parent and the Administrative Agent after any such
set-off and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such set-off and application.

                  11.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Parent and the
Administrative Agent.

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

                  11.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Parent, the Subsidiary Borrowers, the
Administrative Agent and the Lenders with respect to the subject matter hereof,
and there are no promises, undertakings, representations or warranties by the
Administrative Agent or any Lender relative to subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.

                  11.11 GOVERNING LAW. THIS AGREEMENT AND THE NOTES AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

                  11.12 Submission To Jurisdiction; Waivers. Each of the
Borrowers hereby irrevocably and unconditionally:


<PAGE>   100
                                                                              94


                  (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgement in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

                  (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such
Borrower at its address set forth in subsection 11.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this subsection any special, exemplary, punitive or consequential damages.

                  11.13 Effect of Amendment and Restatement of the Existing
Credit Agreement. On the Restatement Effective Date, the Existing Credit
Agreement shall be amended, restated and superseded in its entirety as provided
herein. The parties hereto acknowledge and agree that (a) this Agreement and the
other Loan Documents executed and delivered in connection herewith do not
constitute a novation, payment and reborrowing, or termination of the
"Obligations" (as defined in the Existing Credit Agreement) under the Existing
Credit Agreement as in effect prior to the Restatement Effective Date; (b) such
"Obligations" are in all respects continuing (as amended and restated hereby)
with only the terms thereof being modified to the extent provided in this
Agreement; and (c) the Liens and security interests as granted under the
Security Documents securing payment of such "Obligations" are in all respects
continuing and in full force and effect and secure the payment of the
Obligations.

                  11.14 Acknowledgements. Each Borrower hereby acknowledges
that:

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

                  (b) neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to such Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Administrative Agent and the


<PAGE>   101
                                                                              95


Lenders, on one hand, and the Borrowers, on the other hand, in connection
herewith or therewith is solely that of creditor and debtor; and

                  (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrowers and the Lenders.

                  11.15 WAIVERS OF JURY TRIAL. THE BORROWERS, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES OR ANY
OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  11.16 Parent as Agent of Subsidiary Borrowers. Each Subsidiary
Borrower hereby irrevocably authorizes the Parent to file and receive all
notices, requests and demands for such Subsidiary Borrower as set forth in this
Agreement and as otherwise contemplated hereby.

                  11.17 Confidentiality. Each Lender agrees to keep the
information obtained by it pursuant hereto and the other Loan Documents
identified as confidential in writing at the time of delivery to such Lender
confidential in accordance with such Lender's customary practices and agrees
that it will only use such information in connection with the transactions
contemplated by this Agreement and not disclose any of such information other
than (a) to such Lender's directors, employees, representatives, attorneys,
accountants, agents or Affiliates who are advised of the confidential nature of
such information, (b) to the extent such information presently is or hereafter
becomes available to such Lender on a non-confidential basis from any source or
such information that is in the public domain at the time of disclosure, (c) to
the extent disclosure is required by law, regulation, subpoena or judicial order
or process (provided that notice of such requirement or order shall be promptly
furnished to the Parent unless such notice is legally prohibited) or requested
or required by bank regulators or auditors or any administrative body or
commission to whose jurisdiction such Lender may be subject, (d) to Transferees
or potential Transferees who agree to be bound by the provisions of this
subsection 11.17, (e) to the extent required in connection with any litigation
between the Borrowers and any Lender with respect to the Loans or this Agreement
or any other Loan Document, (f) to the Administrative Agent or any other Lender,
(g) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's investment portfolio in connection with ratings
issued with respect to such Lender, (h) to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the provisions of this
subsection 11.17), (i) in connection with the exercise of any remedy hereunder
or under the other Loan Documents or (j) with the Parent's prior written
consent. The agreements in this subsection shall survive repayment of the Notes
and all other amounts payable hereunder.


<PAGE>   102

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


                                     SYBRON INTERNATIONAL CORPORATION


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



                                     ORMCO CORPORATION


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



                                     KERR CORPORATION


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



                                     NALGE NUNC INTERNATIONAL CORPORATION


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



                                     ERIE SCIENTIFIC COMPANY


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



<PAGE>   103


                                     BARNSTEAD THERMOLYNE CORPORATION


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



                                     REMEL INC.


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



<PAGE>   104
THE CHASE MANHATTAN BANK,
 as Administrative Agent and as a
 Lender


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





<PAGE>   105


                                        ABN AMRO BANK N.V.

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


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







<PAGE>   106


BANK OF AMERICA, N.A., formerly known as
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION


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









<PAGE>   107


                                     BANK OF MONTREAL


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





<PAGE>   108


BANK ONE, WISCONSIN


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




<PAGE>   109


                                     THE BANK OF NOVA SCOTIA


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





<PAGE>   110


BANK OF SCOTLAND


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





<PAGE>   111


                                     NATEXIS BANQUE/ BFCE


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


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





<PAGE>   112


PARIBAS


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


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





<PAGE>   113


                                     CREDIT AGRICOLE INDOSUEZ


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


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




<PAGE>   114


COMERICA BANK


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





<PAGE>   115


                                     CREDIT LYONNAIS CHICAGO BRANCH


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





<PAGE>   116


DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK CAYMAN
ISLAND BRANCH


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


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





<PAGE>   117


                                     U.S. BANK NATIONAL ASSOCIATION


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





<PAGE>   118


FLEET NATIONAL BANK


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





<PAGE>   119


                                     THE FUJI BANK, LIMITED


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





<PAGE>   120


THE LONG-TERM CREDIT BANK OF JAPAN, LTD.


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





<PAGE>   121


                                     MELLON BANK, N.A.


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





<PAGE>   122


THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH


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





<PAGE>   123


                                     THE MITSUBISHI TRUST AND BANKING
                                     CORPORATION


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





<PAGE>   124


THE FIRST NATIONAL BANK OF CHICAGO


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





<PAGE>   125


                                     SOCIETE GENERALE

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


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





<PAGE>   126


THE SUMITOMO BANK, LTD.
 CHICAGO BRANCH


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





<PAGE>   127


                                     THE BANK OF NEW YORK


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





<PAGE>   128


THE SANWA BANK, LIMITED


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





<PAGE>   129


                                     BANQUE NATIONALE DE PARIS


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


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




<PAGE>   130


BHF (USA) CAPITAL CORPORATION


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


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





<PAGE>   131


                                     FIRST UNION NATIONAL BANK


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





<PAGE>   132


FIRSTAR BANK MILWAUKEE, N.A.


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





<PAGE>   133


                                     THE INDUSTRIAL BANK OF JAPAN, LIMITED

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





<PAGE>   134


BANCA COMMERCIALE ITALIANA CHICAGO
  BRANCH


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


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





<PAGE>   135

                                     BANK HAPOALIM, B.M.


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


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





<PAGE>   136


M&I MARSHALL & ILSLEY BANK


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


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




<PAGE>   137


                                     MICHIGAN NATIONAL BANK


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


<PAGE>   138


NATIONAL CITY BANK


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





<PAGE>   139


                                     IKB DEUTSCHE INDUSTRIEBANK AG
                                     LUXEMBOURG BRANCH


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


<PAGE>   140


BAYERISCHE HYPO- UND VEREINSBANK
AG, NEW YORK BRANCH


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


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


<PAGE>   141


                                     ERSTE BANK DER OESTERREICHISCHEN
                                     SPARKASSEN


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


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


<PAGE>   142


APPALOOSA


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


<PAGE>   143


                                     BALANCED HIGH YIELD FUND I LTD.

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


<PAGE>   144


CONSECO CAPITAL MANAGEMENT, INC.


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


<PAGE>   145


                                     FC CBO


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


<PAGE>   146


INDOSUEZ CAPITAL FUNDING


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


<PAGE>   147


                                     PENDRAGON CAPITAL LTD.


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


<PAGE>   148


PPM AMERICA, INC.,
as attorney in fact, on behalf of
Jackson National Life Insurance Company


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


<PAGE>   149


                                     KEMPER FLOATING RATE FUND


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


<PAGE>   150

STANFIELD CAPITAL


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


<PAGE>   151


                                     TRUST COMPANY OF THE WEST


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


<PAGE>   152


KZH CRESCENT LLC


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


<PAGE>   153


                                     KZH CRESCENT-3 LLC


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


<PAGE>   154


UNITED OF OMAHA LIFE INSURANCE
COMPANY

By:  TCW Asset Management Company,
     its Investment Advisor


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


<PAGE>   155


                                     SEQUILS I, LTD.

                                     By:  TCW Advisors, Inc. as its Collateral
                                          Manager


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


<PAGE>   156


TYLER TRADING, INC.


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


<PAGE>   157


                                     OLYMPIC FUNDING TRUST, SERIES 1999-1


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


<PAGE>   158


GENERAL ELECTRIC CAPITAL
CORPORATION


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


<PAGE>   159

                                                                         ANNEX A





                                  PRICING GRID


<TABLE>
<CAPTION>
                           -------------------------------------------       ----------------------------------
                                      REVOLVING CREDIT LOANS,
                                     TRANCHE A TERM LOANS AND                      TRANCHE B TERM LOANS
                                 ADDITIONAL TRANCHE A TERM LOANS
                           -------------------------------------------       ----------------------------------
                                 ABR LOANS         EURODOLLAR LOANS          ABR LOANS         EURODOLLAR LOANS
<S>                                 <C>                  <C>                    <C>                   <C>
                                    0%                   0.500%                 1.00%                 2.00%
    LEVEL 1
    LEVEL 2                         0%                   0.625%                 1.00%                 2.00%

    LEVEL 3                         0%                   0.750%                 1.00%                 2.00%

    LEVEL 4                         0%                   0.875%                 1.25%                 2.25%
</TABLE>