<PAGE>   1

                                CREDIT AGREEMENT

         This Agreement, dated as of June 17, 1999, is among Kaydon Corporation
(the "Company"), the Subsidiary Borrowers (as hereinafter defined) from time to
time parties hereto (together with the Company, the "Borrowers"), the Lenders
and Bank One, Michigan, as L/C Issuer and as Administrative Agent. The parties
hereto agree as follows:



                                    ARTICLE I

                                   DEFINITIONS


         As used in this Agreement:

         "Absolute Rate" means, with respect to an Absolute Rate Loan made by a
given Lender for the relevant Absolute Rate Interest Period, the rate of
interest per annum (rounded to the nearest 1/10,000 of 1%) offered by
such Lender and accepted by a Borrower pursuant to Section 2.5.6.

         "Absolute Rate Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Absolute Rate Loans made by some or all of the
Lenders to a Borrower at the same time and for the same Absolute Rate Interest
Period.

         "Absolute Rate Auction" means a solicitation of Competitive Bid Quotes
setting forth Absolute Rates pursuant to Section 2.5.3.

         "Absolute Rate Interest Period" means, with respect to an Absolute Rate
Advance or an Absolute Rate Loan, a period of not less than 7 days and not more
than 360 days commencing on a Business Day selected by a Borrower pursuant to
this Agreement. If such Absolute Rate Interest Period would end on a day which
is not a Business Day, such Absolute Rate Interest Period shall end on the next
succeeding Business Day.

         "Absolute Rate Loan" means a loan made pursuant to Section 2.5 which
bears interest at an Absolute Rate.

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

         "Administrative Agent" means Bank One, in its capacity as
Administrative Agent of the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Article X.

         "Advance" means an Absolute Rate Advance, a Competitive Bid Advance, a
Swing Loan or a Revolving Credit Advance, as the case may be




<PAGE>   2



         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as reduced from time to time pursuant to the terms hereof.

         "Aggregate Outstanding Credit Exposure" means, at any time, the
aggregate of the Outstanding Credit Exposure of all the Lenders.

         "Agreed Currency" means (i) so long as such currencies remain Eligible
Currencies, British Pounds Sterling and the Euro, and (ii) any other Eligible
Currency which the Borrower requests the Administrative Agent to include as a
Agreed Currency hereunder and which is acceptable to the Administrative Agent.
If, after the designation by the Administrative Agent of any currency as an
Agreed Currency, (x) currency control or other exchange regulations are imposed
in the country in which such currency is issued with the result that different
types of such currency are introduced, (y) such currency is, in the
determination of the Administrative Agent, no longer readily available or freely
traded or (z) in the determination of the Administrative Agent, a Dollar
Equivalent of such currency is not readily calculable, the Administrative Agent
shall promptly notify the Borrower, and such currency shall no longer be an
Agreed Currency until such time as the Administrative Agent agrees to reinstate
such currency as an Agreed Currency and promptly, but in any event within five
Business Days of receipt of such notice from the Administrative Agent, the
Borrowers shall repay all Loans in such affected currency or convert such Loans
into Loans in Dollars or another Agreed Currency, subject to the other terms set
forth in Article II.

         "Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

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

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which Facility Fees are accruing on the Aggregate Commitment (without regard
to usage) at such time as set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors.

         "Article" means an article of this Agreement unless another document is
specifically referenced.





                                       2

<PAGE>   3



         "Authorized Officer" means with respect to the Company, any of the
Chairman, the President, any Vice President or the Secretary of the Company, or,
with respect to any Subsidiary Borrower, either of the President or the
Secretary of each Subsidiary Borrower, in each case acting singly.

         "Available Aggregate Commitment" means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

         "Bank One" means Bank One, Michigan, a Michigan banking corporation, in
its individual capacity and its successors.

         "Borrower" is defined in the preamble hereto.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.9

         "British Pounds Sterling" or "(pound)" means the lawful currency of the
United Kingdom.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Detroit and New York for the conduct of
substantially all of their commercial lending activities and on which dealings
in United States dollars are carried on in the London interbank market and (ii)
for all other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Detroit for the conduct of substantially all of their
commercial lending activities.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment" means, for each Lender, the obligation of such Lender to
make Loans to, and participate in Facility LCs issued upon the application of,
each Borrower, in an aggregate amount not exceeding the amount set forth
opposite its signature below or as set forth in any Notice of Assignment
relating to any assignment that has become effective pursuant to Section 12.3.2,
as such amount may be modified from time to time pursuant to the terms hereof.

         "Competitive Bid Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Competitive Bid Loans made by some or all of the
Lenders to a Borrower at the same time, at the same interest basis, and for the
same Interest Period.

         "Competitive Bid Borrowing Notice" is defined in Section 2.5.6.

         "Competitive Bid Loan" means a Eurodollar Bid Rate Loan or an Absolute
Rate Loan, as the case may be.





                                       3

<PAGE>   4



         "Competitive Bid Margin" means the margin above or below the applicable
Eurodollar Base Rate offered for a Eurodollar Bid Rate Loan, expressed as a
percentage (rounded to the nearest 1/10,000 of 1%) to be added to or subtracted
from such Eurodollar Base Rate.

         "Competitive Bid Note" is defined in Section 2.5.9.

         "Competitive Bid Quote" means a Competitive Bid Quote substantially in
the form of Exhibit A hereto completed and delivered by a Lender to the
Administrative Agent in accordance with Section 2.5.4.

         "Competitive Bid Quote Request" means a Competitive Bid Quote Request
substantially in the form of Exhibit B hereto completed and delivered by a
Borrower to the Administrative Agent in accordance with Section 2.5.2.

         "Consolidated EBIT" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for taxes paid or accrued, (iii) extraordinary
losses incurred other than in the ordinary course of business, minus, to the
extent included in Consolidated Net Income, extraordinary gains realized other
than in the ordinary course of business, all calculated for the Company and its
Subsidiaries on a consolidated basis.

         "Consolidated EBITDA" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization and (v) extraordinary losses incurred other than in the
ordinary course of business, minus, to the extent included in Consolidated Net
Income, extraordinary gains realized other than in the ordinary course of
business, all calculated for the Company and its Subsidiaries on a consolidated
basis.

         "Consolidated Indebtedness" means at any time the Indebtedness of the
Company and its Subsidiaries calculated on a consolidated basis as of such time.

         "Consolidated Interest Expense" means, with reference to any period,
the interest expense of the Company and its Subsidiaries calculated on a
consolidated basis for such period.

         "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Company and its Subsidiaries calculated on a
consolidated basis for such period.

         "Consolidated Total Indebtedness" as of any date, means all of the
following for the Company and its Subsidiaries on a Consolidated basis and
without duplication: (i) all debt for borrowed money and similar monetary
obligations evidenced by bonds, notes, debentures, Capitalized Lease Obligations
or otherwise, including without limitation obligations in respect of the
deferred purchase price of properties or assets, in each case whether direct or
indirect; (ii) all liabilities secured by any Lien existing on property owned or
acquired subject thereto, whether or not the liability secured thereby shall
have been assumed; and (iii) all reimbursement obligations under outstanding
letters of credit in respect of drafts which have been presented and have not
yet been paid and are not included in clause (i) above.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating




                                       4


<PAGE>   5


agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

         "Conversion/Continuation Notice" is defined in Section 2.10.

         "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Company or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "Corporate Base Rate" means a rate per annum equal to the corporate
base rate of interest announced by Bank One, from time to time, changing when
and as said corporate base rate changes.

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Default" means an event described in Article VII.

         "Documentation Agent" means SunTrust Bank, in its capacity as
Documentation Agent hereunder and not in its individual capacity as a Lender.

         "Dollar Equivalent" means, with respect to any currency, at any date,
the equivalent thereof in Dollars, calculated on the basis of the arithmetical
mean of the buy and sell spot rates of exchange of the Administrative Agent for
such other currency at 11:00 a.m., London time, on the date on or as of which
such amount is to be determined.

         "Dollars" and "$" means the lawful money of the United States of
America.

         "Domestic Borrower" means any Borrower which is organized under the
laws of any state of the United States of America.

         "Domestic Subsidiary" means any Subsidiary which is organized under the
laws of any State of the United States of America.

         "Effective Date" means June 17, 1999.

         "Eligible Currency" means any currency other than Dollars (i) that is
readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the London interbank market, (iv) which is
convertible into Dollars in the international interbank market and (v) as to
which a Dollar Equivalent may be readily calculated.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.





                                       5


<PAGE>   6


         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Euro" and/or "EUR" means the euro referred to in Council Regulation
(EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European
Union, or, if different, the then lawful currency of the member states of the
European Union that participate in the third stage of Economic and Monetary
Union.

         "Eurodollar Advance" means a Revolving Credit Advance which, except as
otherwise provided in Section 2.12, bears interest at the applicable Eurodollar
Rate.

         "Eurodollar Auction" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins pursuant to Section 2.5.

         "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the rate determined by the Administrative Agent to
be the rate at which Bank One, or one of its Affiliates offers to place deposits
in U.S. dollars with first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period, in the approximate amount of Bank One's relevant
Eurodollar Loan and having a maturity equal to such Interest Period.

         "Eurodollar Bid Rate" means, with respect to a Loan made by a given
Lender for the relevant Interest Period, the sum of (a) the Eurodollar Base Rate
and (b) the Competitive Bid Margin offered by such Lender and accepted by a
Borrower pursuant to Section 2.5.6.

         "Eurodollar Bid Rate Advance" means a Competitive Bid Advance which
bears interest at a Eurodollar Bid Rate.

         "Eurodollar Bid Rate Loan" means a Competitive Bid Loan which bears
interest at a Eurodollar Bid Rate.

         "Eurodollar Loan" means a Revolving Credit Loan which, except as
otherwise provided in Section 2.12, bears interest at the applicable Eurodollar
Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
the Applicable Margin. The Eurodollar Rate shall be rounded to the next higher
multiple of 1/16 of 1% if the rate is not such a multiple.

         "Exchange Act" means the securities Exchange Act of 1934, as amended
from time to time, and the rules, regulations and interpretations thereunder.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Administrative Agent, taxes imposed on its overall
net income, and franchise taxes imposed on it, by (i) the jurisdiction under the
laws of which such Lender or the Administrative Agent is incorporated or
organized or (ii) the jurisdiction in which the Administrative Agent's or such
Lender's principal executive office or such Lender's applicable Lending
Installation is located.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Facility LC" is defined in Section 2.20.1.





                                       6



<PAGE>   7



         "Facility LC Application" is defined in Section 2.20.3.

         "Facility LC Collateral Account" is defined in Section 2.20.11.

         "Facility Termination Date" means June 17, 2004, or any earlier date on
which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding 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 at approximately 10:00 a.m. (Detroit
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "Financial Contract" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics, or (ii) any agreements, devices or
arrangements providing for payments related to fluctuations of interest rates,
exchange rates, forward rates or commodity prices, including, but not limited
to, interest rate swap or exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options.

         "Fixed Rate" means the Eurodollar Rate, the Eurodollar Bid Rate or the
Absolute Rate.

         "Fixed Rate Advance" means an Advance which bears interest at the Fixed
Rate.

         "Floating Rate" means, for any day, a rate per annum equal to the
Alternate Base Rate for such day, in each case changing when and as the
Alternate Base Rate changes.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.12, bears interest at the Floating Rate.

         "Guarantor" means, with respect to the Obligations of the Subsidiary
Borrowers, the Company and each Domestic Subsidiary and any other Person
executing a Guaranty from time to time, and each of their respective successors
and assigns.

         "Guaranty" means that each guaranty executed by each Guarantor in favor
of the Administrative Agent pursuant to this Agreement for the ratable benefit
of the Lenders substantially in the form of Exhibit C hereto, as it may be
amended or modified and in effect from time to time.

         "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable arising in the ordinary course
of such Person's business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v) obligations of such Person to purchase securities or other
Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, (vi) Capitalized Lease Obligations
and (vii) any other obligation for borrowed money or other financial
accommodation which in



                                       7

<PAGE>   8



accordance with Agreement Accounting Principles would be shown as a liability
on the consolidated balance sheet of such Person.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months commencing on a Business Day selected by a
Borrower pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificate of deposit owned by such Person;
and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

         "Invitation for Competitive Bid Quotes" means an Invitation for
Competitive Bid Quotes substantially in the form of Exhibit D hereto, completed
and delivered by the Administrative Agent to the Lenders in accordance with
Section 2.5.3.

         "Joinder Agreement" means the joinder agreement to be entered into by
each Subsidiary Borrower subsequent to the date hereof pursuant to Section
8.2.2, substantially in the form of Exhibit E hereto.

         "LC Fee" is defined in Section 2.20.4.

         "LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LCs outstanding at
such time plus (ii) the aggregate unpaid amount at such time of all
Reimbursement Obligations.

         "LC Payment Date" is defined in Section 2.20.5.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

         "Lending Installation" means, with respect to a Lender or the
Administrative Agent, the office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent listed on the signature pages hereof or on a
Schedule or otherwise selected by such Lender or the Administrative Agent
pursuant to Section 2.18.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.





                                       8


<PAGE>   9


         "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Total Indebtedness outstanding on such date to (ii) Consolidated
EBITDA for the Company's then most-recently ended four fiscal quarters.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof).

         "Loan Documents" means this Agreement, the Facility LC Applications,
the Guaranties and any Notes issued pursuant to Section 2.14.

         "Managing Agent" means Comerica Bank in its capacity as Managing Agent
hereunder and not in its individual capacity as a Lender.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Company and its Subsidiaries taken as a whole, (ii) the
ability of any Borrower to perform its obligations under the Loan Documents to
which it is a party, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Administrative Agent, the LC Issuer
or the Lenders thereunder.

         "Material Indebtedness" is defined in Section 7.5.

         "Modify" and "Modification" are defined in Section 2.20.1.

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Company or any member
of the Controlled Group is a party to which more than one employer is obligated
to make contributions.

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Notes" shall mean, collectively, the Revolving Credit Notes and the
Competitive Bid Notes.

         "Notice of Assignment" is defined in Section 12.3.2.

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all Reimbursement Obligations, all accrued and unpaid
fees and all expenses, reimbursements, indemnities and other obligations of the
Borrowers to the Lenders or to any Lender, the Administrative Agent, the LC
Issuer or any indemnified party arising under the Loan Documents.

         "Operating Expense or Cost Reduction" means, with respect to the
calculation of any financial ratio under this Agreement on a Pro Forma Basis, an
operating expense or cost reduction with respect to an Acquisition, which, in
the good faith estimate of management, will be realized as a result of such
Acquisition, provided that the foregoing eliminations of operating expenses and
realizations of cost reductions shall be of the types permitted to be given
effect to in accordance with Article 11 of Regulation S-X under the Exchange Act
and the rules and regulations promulgated by the Securities and Exchange
Commission thereunder, as in effect on the Effective Date.




                                       9



<PAGE>   10


         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Operating Lease Obligations" means, as at any date of determination,
the amount obtained by aggregating the present values, determined in the case of
each particular Operating Lease by applying a discount rate (which discount rate
shall equal the discount rate which would be applied under Agreement Accounting
Principles if such Operating Lease were a Capitalized Lease) from the date on
which each fixed lease payment is due under such Operating Lease to such date of
determination, of all fixed lease payments due under all Operating Leases of the
Company and its Subsidiaries.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding Credit Exposure" means, as to any Lender at any time, the
sum of (i) the aggregate principal amount of its Loans outstanding at such time,
plus (ii) an amount equal to its Pro Rata Share of the LC Obligations at such
time, plus (iii) an amount equal to the Dollar Equivalent of its Pro Rata Share
of Swing Loans at such time.

         "Participants" is defined in Section 12.2.1.

         "Payment Date" means the last Business Day of each March, June,
September and December occurring after the Closing Date, commencing June 30,
1999.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Company or any member of the Controlled Group may have any
liability.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Pro Forma Basis" means, for purposes of calculating compliance with
any financial ratio under this Agreement for all purposes, including without
limitation, calculation of the Applicable Margin and the Applicable Fee Rate,
giving pro forma effect to certain transactions such that, (i) Acquisitions
which occurred during the four full fiscal quarters ended immediately preceding
any date upon which any determination is to be made pursuant to this Agreement
(the "Reference Period") or subsequent to the Reference Period and on or prior
to the determination date shall be assumed to have occurred on the first day of
the Reference Period and any Operating Expense or Cost Reduction with respect to
such Acquisition shall be included in such calculation, (ii) transactions giving
rise to the need to calculate any financial ratio under this Agreement shall be
assumed to have occurred on the first day of the Reference Period, (iii) the
incurrence of any Indebtedness during the Reference Period or subsequent to the
Reference Period and on or prior to the determination date (and the application
of the proceeds therefrom, including to refinance or retire other Indebtedness)
shall be assumed to have occurred on the first day of such Reference Period
(except that, in making such computation, the amount of Indebtedness under any
revolving credit facility shall be computed based on the average daily balance
during the Reference Period), and (iv) the Consolidated Interest Expense of such
person attributable to interest on any Indebtedness bearing a floating interest
(or dividend) rate shall be computed on a pro forma basis as if the average rate
in effect from the beginning of the Reference Period to the determination date
had





                                       10


<PAGE>   11




been the applicable rate for the entire period, unless such person or any of
its Subsidiaries is a party to any Rate Hedging Agreement (which shall remain in
effect for the 12-month period immediately following the determination date)
that has the effect of fixing the interest rate on the date of computation, in
which case such rate (whether higher or lower) shall be used.

         "Pro Forma Financial Statements and Projections" mean the pro forma
financial statements giving effect to the Acquisition and projections of the
financial results of the Borrowers previously furnished by the Borrowers to the
Administrative Agent and the Lenders.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Share" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's Commitment and the denominator
of which is the Aggregate Commitment.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Hedging Agreement" means an agreement, device or arrangement
providing for payments which are related to fluctuations of interest rates,
exchange rates or forward rates, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants.

         "Rate Hedging Obligations" of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Hedging Agreements, and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

         "Reimbursement Obligations" means, at any time, the aggregate of all
obligations of the Borrowers then outstanding under Section 2.20 to reimburse
the LC Issuer for amounts paid by the LC Issuer in respect of any one or more
drawings under Facility LCs.

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any





                                       11
<PAGE>   12



such waiver of the notice requirement in accordance with either Section 4043(a)
of ERISA or Section 412(d) of the Code.

         "Reports" is defined in Section 9.6.

         "Required Lenders" means Lenders in the aggregate having at least 51%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the Aggregate Outstanding
Credit Exposure.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities

         "Revolving Credit Advance" means a borrowing hereunder (or continuation
or conversion thereof) consisting of the several Revolving Credit Loans made on
the same Borrowing Date (or date of conversion or continuation) by the Lenders
to the Company of the same Type and in the case of Fixed Rate Advances, for the
same Interest Period.

         "Revolving Credit Loans" means, with respect to a Lender, such Lender's
loan made pursuant to Section 2.1.

         "Revolving Credit Note" means any promissory note issued at the request
of a Lender to evidence the Revolving Credit Loans pursuant to Section 2.14 in
the form of Exhibit F.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Single Employer Plan" means a Plan maintained by the Company or any
member of the Controlled Group for employees of the Company or any member of the
Controlled Group.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Company.

         "Subsidiary Borrower" means each Subsidiary Borrower listed as a
Subsidiary Borrower in Schedule 1.1 as amended from time to time in accordance
with Section 8.2.2.

         "Substantial Portion" means, with respect to the Property of the
Company and its Subsidiaries, Property which (i) represents more than 10% of the
consolidated assets of the Company and its Subsidiaries as would be shown in the
consolidated financial statements of the Company and its Subsidiaries as at the
beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) with respect to Section 6.12 only, represents
more than 25% of the consolidated assets of the Company and its Subsidiaries as
would be shown in the consolidated financial statements of the Company and its
Subsidiaries as of the Closing Date.






                                       12
<PAGE>   13


         "Swing Loans" is defined in Section 2.21.

         "Syndication Agent" means, Wachovia Bank, in its capacity as
Syndication Agent hereunder and not in its individual capacity as a Lender.
"Taxes" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and any and all liabilities with respect to
the foregoing, but excluding Excluded Taxes.

         "Transferee" is defined in Section 12.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance, a Eurodollar Advance or Competitive Bid Advance.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         "Year 2000 Issues" means anticipated costs, problems and uncertainties
associated with the inability of certain computer applications to effectively
handle data including dates on and after January 1, 2000, as such inability
affects the business, operations and financial condition of the Company and its
Subsidiaries and of the Company's and its Subsidiaries' material customers,
suppliers and vendors.

         "Year 2000 Program" is defined in Section 5.19.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.



                                   ARTICLE II

                                   THE CREDITS

         2.1.   Commitment. From and including the date of this Agreement and
prior to the Facility Termination Date, each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to (i) make Revolving Credit
Loans to each Borrower and (ii) participate in Facility LCs issued upon the
request of a Borrower, provided that, after giving effect to the making of each
such Loan and the issuance of each such Facility LC, such Lender's Outstanding
Credit Exposure shall not exceed its Commitment. Each Lender may also, in its
sole discretion, make bids to make Competitive Bid Loans in accordance with
Section 2.5 provided that at no time may the Aggregate Outstanding Credit
Exposure exceed the Aggregate Commitment. Subject






                                       13
<PAGE>   14



to the terms of this Agreement, each Borrower may borrow, repay and reborrow at
any time prior to the Facility Termination Date. The Commitments to extend
credit hereunder shall expire on the Facility Termination Date. The LC Issuer
will issue Facility LCs hereunder on the terms and conditions set forth in
Section 2.20.

         2.2.   Required Payments; Termination. The Aggregate Outstanding Credit
Exposure and all other unpaid Obligations shall be paid in full by the Borrowers
on the Facility Termination Date.

         2.3.   Ratable Revolving Credit Loans. Each Revolving Credit Advance
hereunder shall consist of Revolving Credit Loans made from the several Lenders
ratably according to their Pro Rata Shares.

         2.4.   Types of Advances. The Revolving Credit Advances may be Floating
Rate Advances or Eurodollar Advances, or a combination thereof, selected by a
Borrower in accordance with Sections 2.9 and 2.10.

         2.5    Competitive Bid Loans.

         2.5.1  Competitive Bid Option. In addition to Revolving Credit Advances
pursuant to Section 2.1, but subject to the terms and conditions of this
Agreement (including, without limitation, the limitation set forth in Section
2.1) as to the maximum aggregate principal amount of all outstanding Revolving
Credit Advances hereunder, the Borrower may, as set forth in this Section 2.5,
request the Lenders, prior to the Facility Termination Date, to make offers to
make Competitive Bid Advances to any Borrower; provided, however, that (i) the
aggregate principal amount of Competitive Bid Loans outstanding at any time
shall not exceed $100,000,000 and (ii) Competitive Bid Loans may not be
outstanding if any Revolving Credit Loans are outstanding. Each Lender may, but
shall have no obligation to, make such offers and any Borrower may, but shall
have no obligation to, accept any such offers in the manner set forth in this
Section 2.5.

         2.5.2  Competitive Bid Quote Request. When a Borrower wishes to request
offers to make Competitive Bid Loans under Section 2.5.1, it shall transmit to
the Administrative Agent by telex or telecopy a Competitive Bid Quote Request so
as to be received no later than (i) 10:00 a.m. (Detroit time) at least five
Business Days prior to the Borrowing Date proposed therein, in the case of a
Eurodollar Auction or (ii) 10:00 a.m. (Detroit time) at least one Business Day
prior to the Borrowing Date proposed therein, in the case of an Absolute Rate
Auction, and in each case specifying:

                (a)    the proposed Borrowing Date, which shall be a Business
Day, for the proposed Competitive Bid Advance;

                (b)    the aggregate principal amount of such Competitive Bid
Advance, which shall be $5,000,000 or a larger multiple of $1,000,000;

                (c)   whether the Competitive Bid Quotes requested are to set
forth a Competitive Bid Margin or an Absolute Rate, or both; and

                (d)    the Interest Period applicable thereto (which may not end
after the Facility Termination Date).

A Borrower may request offers to make Competitive Bid Loans for more than one
Interest Period and for a Eurodollar Auction and an Absolute Rate Auction in a
single Competitive Bid Quote Request. No Competitive Bid Quote Request shall be
given within three Business Days (or upon reasonable prior notice to the
Lenders, such other number of days as the Borrower and the Administrative Agent
may agree) of any other Competitive Bid Quote Request. Each Competitive Bid
Quote Request shall be in a minimum amount of $5,000,000 (and





                                       14
<PAGE>   15



in integral multiples of $1,000,000 in excess thereof). A Competitive Bid Quote
Request that does not conform substantially to the format of Exhibit B hereto
(other than in respect of a Borrower's name) shall be rejected, and the
Administrative Agent shall promptly notify the Borrower of such rejection by
telex or telecopy.

         2.5.3  Invitation for Competitive Bid Quotes. Promptly and in any event
before 12:00 p.m. (Detroit time) on the same Business Day of receipt of a
Competitive Bid Quote Request that is not rejected pursuant to Section 2.5.2,
the Administrative Agent shall send to each of the Lenders by telex or telecopy
an Invitation for Competitive Bid Quotes which shall constitute an invitation by
the requesting Borrower to each Lender to submit Competitive Bid Quotes offering
to make the Competitive Bid Loans to which such Competitive Bid Quote Request
relates in accordance with Section 2.5.

         2.5.4  Submission and Contents of Competitive Bid Quotes. (i) Each
Lender may, in its sole discretion, submit a Competitive Bid Quote containing an
offer or offers to make Competitive Bid Loans in response to any Invitation for
Competitive Bid Quotes. Each Competitive Bid Quote must comply with the
requirements of this Section 2.5.4 and must be submitted to the Administrative
Agent by telex or telecopy at its offices specified in or pursuant to Article
XIII not later than (a) (I) 1:45 p.m. (Detroit time) in the case of Bank One and
(II) 2:00 p.m. (Detroit time) in the case of each other Lender, at least four
Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar
Auction or (b) (I) 8:45 a.m. (Detroit time) in the case of Bank One and (II)
9:00 a.m. (Detroit time) in the case of each other Lender on the proposed
Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon
reasonable prior notice to the Lenders, such other time and date as the Borrower
and the Administrative Agent may agree, provided that Bank One shall always be
required to submit its Competitive Bid Quotes not less than fifteen minutes
prior to the other Lenders). Subject to Articles IV and VIII, any Competitive
Bid Quote so made shall be irrevocable except with the written consent of the
Administrative Agent given on the instructions of the requesting Borrower.

                (ii)   Each Competitive Bid Quote shall in any case specify:

                (a)    the proposed Borrowing Date, which shall be the same as
that set forth in the applicable Invitation for Competitive Bid Quotes;

                (b)    the principal amount of the Competitive Bid Loan for
which each such offer is being made, which principal amount (1) may be greater
than, less than or equal to the Commitment of the quoting Lender, (2) must be at
least $5,000,000 and an integral multiple of $1,000,000 in excess thereof, and
(3) may not exceed the principal amount of Competitive Bid Loans for which
offers were requested;

                (c)    in the case of a Eurodollar Auction, the Competitive Bid
Margin offered for each such Competitive Bid Loan, expressed as a percentage
(specified to the nearest 1/10,000th of 1%);

                (d)    the minimum or maximum amount, if any, of the Competitive
Bid Loan which may be accepted by a Borrower and/or the limit, if any, as to the
aggregate principal amount of the Competitive Bid Loans from such Lender which
may be accepted by a Borrower;

                (e)    in the case of an Absolute Rate Auction, the Absolute
Rate offered for each such Competitive Bid Loan, expressed as a percentage
(specified to the nearest 1/10,000th of 1%);

                (f)    the applicable Interest Period (which shall be the same
as that set forth in the applicable Invitation for Competitive Bid Quotes); and

                (g)    the identity of the quoting Lender.








                                       15
<PAGE>   16


                (iii)  The Administrative Agent shall reject any Competitive
Bid Quote that:

                (a)    is not  substantially  in the form of Exhibit A hereto or
does not specify all of the information required by Section 2.5.4;

                (b)    contains qualifying, conditional or similar language,
other than any such language contained in Exhibit A hereto;

                (c)    proposes terms other than or in addition to those set
forth in the applicable Invitation for Competitive Bid Quotes; or

                (d)    arrives after the time set forth in Section 2.5.4.

If any Competitive Bid Quote shall be rejected pursuant to this Section 2.5.4,
then the Administrative Agent shall notify the relevant Lender of such rejection
as soon as practical.

         2.5.5  Notice to the Borrower. The Administrative Agent shall promptly
notify the requesting Borrower of the terms (i) of any Competitive Bid Quote
submitted by a Lender that is in accordance with Section 2.5.4 and (ii) of any
Competitive Bid Quote that is in accordance with Section 2.5.4 and amends,
modifies or is otherwise inconsistent with a previous Competitive Bid Quote
submitted by such Lender with respect to the same Competitive Bid Quote Request.
Any such subsequent Competitive Bid Quote shall be disregarded by the
Administrative Agent unless such subsequent Competitive Bid Quote specifically
states that it is submitted solely to correct a manifest error in such former
Competitive Bid Quote. The Administrative Agent's notice to the Borrower shall
specify the aggregate principal amount of Competitive Bid Loans for which offers
have been received for each Interest Period specified in the related Competitive
Bid Quote Request and the respective principal amounts and Competitive Bid
Margins or Absolute Rates, as the case may be, so offered.

         2.5.6  Acceptance and Notice by the Borrower. Subject to the receipt of
the notice from the Administrative Agent referred to in Section 2.5.5, not later
than (i) 10:00 a.m. (Detroit time) at least three Business Days prior to the
proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 10:00 a.m.
(Detroit time) on the proposed Borrowing Date, in the case of an Absolute Rate
Auction, the Borrower shall notify the Administrative Agent of its acceptance or
rejection of the offers so notified to it pursuant to Section 2.5.5; provided,
however, that the failure by the Borrower to give such notice to the
Administrative Agent shall be deemed to be a rejection of all such offers. In
the case of acceptance, such notice (a "Competitive Bid Borrowing Notice") shall
specify the aggregate principal amount of offers for each Interest Period that
are accepted. The Borrower may accept or reject any Competitive Bid Quote in
whole or in part (subject to the terms of Section 2.5.4(ii)(d)); provided that:

                (a)    the aggregate principal amount of each Competitive Bid
Advance may not exceed the applicable amount set forth in the related
Competitive Bid Quote Request;

                (b)    acceptance of offers may only be made on the basis of
ascending Competitive Bid Margins or Absolute Rates, as the case may be;

                (c)    the Borrower may not accept any offer of the type
described in Section 2.5.4(iii) or that otherwise fails to comply with the
requirements of this Agreement for the purpose of obtaining a Competitive Bid
Loan under this Agreement; and

                (d)    the principal amount of each Competitive Bid Advance must
be $5,000,000 or a larger multiple of $1,000,000.







                                       16
<PAGE>   17



         2.5.7  Allocation by the Administrative Agent. If offers are made by
two or more Lenders with the same Competitive Bid Margins or Absolute Rates, as
the case may be, for a greater aggregate principal amount than the amount in
respect of which offers are permitted to be accepted for the related Interest
Period, the principal amount of Competitive Bid Loans in respect of which such
offers are accepted shall be allocated by the Administrative Agent among such
Lenders as nearly as possible (in such multiples, not greater than $ 1,000,000,
as the Administrative Agent may deem appropriate) in proportion to the aggregate
principal amount of such offers; provided, however, that no Lender shall be
allocated a portion of any Competitive Bid Advance which is less than the
minimum amount which such Lender has indicated that it is willing to accept.
Allocations by the Administrative Agent of the amounts of Competitive Bid Loans
shall be conclusive in the absence of manifest error. The Administrative Agent
shall promptly, but in any event by 11:00 a.m. (Detroit time) on the same
Business Day the Administrative Agent receives a Competitive Bid Borrowing
Notice, notify each Lender of its receipt of a Competitive Bid Borrowing Notice
and the aggregate principal amount of such Competitive Bid Advance allocated to
each participating Lender.

         2.5.8  Administration Fees. The Borrowers hereby agree to pay to the
Administrative Agent, for its sole account, administration fees for Competitive
Bid Quote Requests in such amounts as are from time to time agreed upon by the
Borrowers and the Administrative Agent.

         2.5.9  Evidence of Competitive Bid Loans. Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing
indebtedness of the Borrowers to such Lender resulting from each Competitive Bid
Loan of such Lender from time to time, including the amounts of principal and
interest payable thereon and paid to such Lender from time to time under this
Agreement.

         The Administrative Agent shall maintain on its books and records, with
a subaccount for each Lender, in which books and records shall be recorded (i)
the amount of each Competitive Bid Loan made hereunder, and each Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from a Borrower to each Lender hereunder in respect
of its Competitive Bid Loans and (iii) the amount of any sum received by the
Administrative Agent hereunder from a Borrower in respect of each Competitive
Bid Loan of such Lender and each applicable Lender's share thereof.

         The books and records of the Administrative Agent and of each Lender
maintained pursuant to this Section shall, to the extent permitted by applicable
law, be prima facie evidence of the existence and amounts of the obligations of
the Borrowers therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain any such books and records or any
error therein, shall not in any manner affect the obligation of the Borrowers to
repay (with applicable interest) the Competitive Bid Loans made to a Borrower by
such Lender in accordance with the terms of this Agreement.

         Each Borrower agrees that, upon the request to the Administrative Agent
by any Lender, such Borrower will execute and deliver to such Lender a
promissory note of such Borrower evidencing the Competitive Bid Loans of such
Lender, substantially in the form of Exhibit G with appropriate insertions as to
date and principal amount (each, a "Competitive Bid Note"); provided, that the
delivery of such Competitive Bid Notes shall not be a condition precedent to the
Closing Date.

          2.6.  Facility Fee; Reductions in Aggregate Commitment. The Company
agrees to pay to the Administrative Agent for the account of each Lender
according to its Pro Rata Share a facility fee at a per annum rate equal to the
Applicable Fee Rate on the average daily Aggregate Commitment from the date
hereof to and including the Facility Termination Date, payable on each Payment
Date hereafter and on the Facility Termination Date. The Company may permanently
reduce the Aggregate Commitment in whole, or in part ratably among the Lenders
in integral multiples of $5,000,000, upon at least five Business Days' written
notice to the Administrative Agent, which notice shall specify the amount of any
such reduction, provided, however,






                                       17
<PAGE>   18



that the amount of the Aggregate Commitment may not be reduced below the
Aggregate Outstanding Credit Exposure. All accrued facility fees shall be
payable on the Closing Date of any termination of the obligations of the Lenders
to make Credit Extensions hereunder.

          2.7.  Minimum Amount of Each Revolving Credit Advance. Each Revolving
Credit Loan shall be in the minimum amount of $5,000,000 (and in multiples of
$1,000,000 if in excess thereof), provided, however, that any Floating Rate
Advance may be in the amount of the Available Aggregate Commitment.

          2.8.  Optional Principal Payments. The Borrowers may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances, or, in
a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000
in excess thereof, any portion of the outstanding Floating Rate Advances upon
two Business Days' prior notice to the Administrative Agent. The Borrowers may
from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Eurodollar Advances upon three Business Days' prior notice to the
Administrative Agent.

           2.9. Method of Selecting Types and Interest Periods for New Revolving
Credit Advances; Funding of Loans. (i) A Borrower shall select the Type of
Revolving Credit Advance and, in the case of each Eurodollar Advance, the
Interest Period applicable thereto from time to time. A Borrower shall give the
Administrative Agent irrevocable notice (a "Borrowing Notice") not later than
10:00 a.m. (Detroit time) at least one Business Day before the Borrowing Date of
each Floating Rate Advance and three Business Days before the Borrowing Date for
each Eurodollar Advance, specifying:

      (a)    the Borrowing Date, which shall be a Business Day, of such Advance,

      (b)    the aggregate amount of such Advance,

      (c)    the Type of Advance selected, and

      (d)    in the case of each Eurodollar Advance, the Interest Period
             applicable thereto.

(ii) Not later than noon (Detroit time) on each Borrowing Date, each Lender
shall make available its Loan or Loans (including any Competitive Bid Loan) in
funds immediately available in Detroit to the Administrative Agent at its
address specified pursuant to Article XIII. The Administrative Agent will make
the funds so received from the Lenders available to the Borrower requesting such
loan at the Administrative Agent's aforesaid address.

          2.10. Conversion and Continuation of Outstanding Advances. Floating
Rate Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Eurodollar Advances pursuant to this
Section 2.10 or are repaid in accordance with Section 2.8. Each Eurodollar
Advance shall continue as a Eurodollar Advance until the end of the then
applicable Interest Period therefor, at which time such Eurodollar Advance shall
be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.8 or (y) a
Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice (as defined below) requesting that, at the end of such Interest Period,
such Eurodollar Advance continue as a Eurodollar Advance for the same or another
Interest Period. Subject to the terms of Section 2.7, a Borrower may elect from
time to time to convert all or any part of a Floating Rate Advance into a
Eurodollar Advance. A Borrower shall give the Administrative Agent irrevocable
notice (a "Conversion/Continuation Notice") of each conversion of a Floating
Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance
not later than 10:00








                                       18
<PAGE>   19



a.m. (Detroit time) at least three Business Days prior to the date of the
requested conversion or continuation, specifying:

      (i)       the requested date, which shall be a Business Day, of such
                conversion or continuation,

     (ii)       the aggregate amount and Type of the Advance which is to be
                converted or continued, and

    (iii)       the amount of such Advance which is to be converted into or
                continued as a Eurodollar Advance and the duration of the
                Interest Period applicable thereto.

         2.11.  Changes in Interest Rate, etc. Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is automatically converted from a
Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.10, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to Section 2.10 hereof, at a rate per annum equal to the Floating Rate for such
day. Changes in the rate of interest on that portion of any Advance maintained
as a Floating Rate Advance will take effect simultaneously with each change in
the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined by the Administrative Agent as
applicable to such Eurodollar Advance based upon a Borrower's selections under
Sections 2.9 and 2.10 and otherwise in accordance with the terms hereof. No
Interest Period may end after the Facility Termination Date.

         2.12.  Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.9 or 2.10, during the continuance of a Default
or Unmatured Default the Required Lenders may, at their option, by notice to the
Company (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the Required Lenders may, at their option, by notice to the Company
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable Interest Period at the
rate otherwise applicable to such Interest Period plus 2% per annum, (ii) each
Floating Rate Advance shall bear interest at a rate per annum equal to the
Floating Rate in effect from time to time plus 2% per annum and (iii) the LC Fee
shall be increased by 2% per annum, provided that, during the continuance of a
Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i)
and (ii) above and the increase in the LC Fee set forth in clause (iii) above
shall be applicable to all Credit Extensions without any election or action on
the part of the Administrative Agent or any Lender.

         2.13.  Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative Agent at the Administrative Agent's
address specified pursuant to Article XIII, or at any other Lending Installation
of the Administrative Agent specified in writing by the Administrative Agent to
the Company, by noon (local time) on the date when due and shall (except in the
case of Reimbursement Obligations for which the LC Issuer has not been fully
indemnified by the Lenders, or as otherwise specifically required hereunder) be
applied ratably by the Administrative Agent among the applicable Lenders. Each
payment delivered to the Administrative Agent for the account of any Lender
shall be delivered promptly by the Administrative Agent to such Lender in the
same type of funds that the Administrative Agent received at its address
specified pursuant to Article XIII or at any Lending Installation specified in a
notice received by the Administrative Agent from such Lender. The Administrative
Agent is hereby authorized to charge the account of the relevant Borrower
maintained with Bank One for each payment of principal, interest, Reimbursement
Obligations and fees as it becomes due hereunder. Each reference to the
Administrative Agent in this Section 2.13 shall also be deemed to refer, and





                                       19
<PAGE>   20


shall apply equally, to the LC Issuer, in the case of payments required to be
made by any Borrower to the LC Issuer pursuant to Section 2.20.6.

         2.14.  Noteless Agreement; Evidence of Indebtedness. (i) Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

         (ii)   The Administrative Agent shall also maintain accounts in which
it will record (a) the amount of each Loan made hereunder, the Type thereof and
the Interest Period with respect thereto, (b) the amount of any principal or
interest due and payable or to become due and payable from any Borrower to each
Lender hereunder, (c) the original stated amount of each Facility LC and the
amount of LC Obligations outstanding at any time, and (d) the amount of any sum
received by the Administrative Agent hereunder from any Borrower and each
Lender's share thereof.

         (iii)  The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Administrative Agent or any Lender to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrowers to repay
the Obligations in accordance with their terms.

         (iv)   Any Lender may request that its Loans be evidenced by a
promissory note (a "Note"). In such event, each Borrower shall prepare, execute
and deliver to such Lender a Note payable to the order of such Lender in a form
supplied by the Administrative Agent. Thereafter, the Loans evidenced by such
Note and interest thereon shall at all times (including after any assignment
pursuant to Section 12.3) be represented by one or more Notes payable to the
order of the payee named therein or any assignee pursuant to Section 12.3,
except to the extent that any such Lender or assignee subsequently returns any
such Note for cancellation and requests that such Loans once again be evidenced
as described in paragraphs (i) and (ii) above.

         2.15.  Telephonic Notices. Each Borrower hereby authorizes the Lenders
and the Administrative Agent to extend, convert or continue Advances, effect
selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons to the Administrative Agent or any Lender
in good faith believes to be acting on behalf of a Borrower, it being understood
that the foregoing authorization is specifically intended to allow Borrowing
Notices and Conversion/Continuation Notices to be given telephonically. Each
Borrower agrees to deliver promptly to the Administrative Agent a written
confirmation, if such confirmation is requested by the Administrative Agent or
any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Administrative Agent and the Lenders, the records of the Administrative
Agent and the Lenders shall govern absent manifest error.

         2.16.  Interest Payment Dates; Interest and Fee Basis. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof, on any date on which
the Floating Rate Advance is prepaid, whether due to acceleration or otherwise,
and at maturity. Interest accrued on that portion of the outstanding principal
amount of any Floating Rate Advance converted into a Eurodollar Advance on a day
other than a Payment Date shall be payable on the date of conversion. Interest
accrued on each Eurodollar Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurodollar Advance is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurodollar Advance having an Interest Period longer than three months
shall also be payable on the last day of each three-month interval during such
Interest Period. Interest, facility fees and LC Fees shall be calculated for
actual days elapsed on the basis of a 360-day year. Interest shall be payable
for the day an Advance is made but not for the day of any payment on the amount
paid if





                                       20
<PAGE>   21



payment is received prior to noon (local time) at the place of payment. If any
payment of principal of or interest on an Advance shall become due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and, in the case of a principal payment, such extension of time
shall be included in computing interest in connection with such payment.

         2.17.  Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Administrative Agent
will notify each Lender of the contents of each Aggregate Commitment reduction
notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice
received by it hereunder. Promptly after notice from the LC Issuer, the
Administrative Agent will notify each Lender of the contents of each request for
issuance of a Facility LC hereunder. The Administrative Agent will notify each
Lender of the interest rate applicable to each Eurodollar Advance promptly upon
determination of such interest rate and will give each Lender prompt notice of
each change in the Alternate Base Rate.

         2.18.  Lending Installations. Each Lender may book its Loans and its
participation in any LC Obligations and the LC Issuer may book the Facility LCs
at any Lending Installation selected by such Lender or the LC Issuer, as the
case may be, and may change its Lending Installation from time to time. All
terms of this Agreement shall apply to any such Lending Installation and the
Loans, Facility LCs, participations in LC Obligations and any Notes issued
hereunder shall be deemed held by each Lender or the LC Issuer, as the case may
be, for the benefit of any such Lending Installation. Each Lender and the LC
Issuer may, by written notice to the Administrative Agent and the Company in
accordance with Article XIII, designate replacement or additional Lending
Installations through which Loans will be made by it or Facility LCs will be
issued by it and for whose account Loan payments or payments with respect to
Facility LCs are to be made.

         2.19.  Non-Receipt of Funds by the Administrative Agent. Unless a
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of a Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or such Borrower, as the case may be, has not in fact
made such payment to the Administrative Agent, the recipient of such payment
shall, on demand by the Administrative Agent, repay to the Administrative Agent
the amount so made available together with interest thereon in respect of each
day during the period commencing on the date such amount was so made available
by the Administrative Agent until the date the Administrative Agent recovers
such amount at a rate per annum equal to (x) in the case of payment by a Lender,
the Federal Funds Effective Rate for such day for the first three days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by a Borrower, the interest rate applicable to the relevant Loan.

         2.20.  Facility LCs.

                2.20.1. Issuance. The LC Issuer hereby agrees, on the terms
         and conditions set forth in this Agreement, to issue standby letters of
         credit (each, a "Facility LC") and to renew, extend, increase, decrease
         or otherwise modify each Facility LC ("Modify," and each such action a
         "Modification"), from time to time from and including the date of this
         Agreement and prior to the Facility Termination Date upon the request
         of a Borrower; provided that immediately after each such Facility LC is
         issued or Modified, (i) the aggregate amount of the outstanding LC
         Obligations shall not exceed $10,000,000 and (ii) the Aggregate
         Outstanding Credit Exposure shall not exceed the Aggregate Commitment.
         No Facility LC shall have an expiry date later than the earlier of (x)
         the fifth Business Day prior to the Facility Termination Date and (y)
         one year after its issuance.





                                       21
<PAGE>   22





                2.20.2.  Participations. Upon the issuance or modification by
         the LC Issuer of a Facility LC in accordance with this Section 2.20,
         the LC Issuer shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably sold to each Lender,
         and each Lender shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably purchased from the LC
         Issuer, a participation in such Facility LC (and each Modification
         thereof) and the related LC Obligations in proportion to its Pro Rata
         Share.

                2.20.3.  Notice. Subject to Section 2.20.1, a Borrower shall
         give the LC Issuer notice prior to 10:00 a.m. (Detroit time) at least
         five Business Days prior to the proposed date of issuance or
         Modification of each Facility LC, specifying the beneficiary, the
         proposed date of issuance (or Modification) and the expiry date of such
         Facility LC, and describing the proposed terms of such Facility LC and
         the nature of the transactions proposed to be supported thereby. Upon
         receipt of such notice, the LC Issuer shall promptly notify the
         Administrative Agent, and the Administrative Agent shall promptly
         notify each Lender, of the contents thereof and of the amount of such
         Lender's participation in such proposed Facility LC. The issuance or
         Modification by the LC Issuer of any Facility LC shall, in addition to
         the conditions precedent set forth in Article IV (the satisfaction of
         which the LC Issuer shall have no duty to ascertain), be subject to the
         conditions precedent that such Facility LC shall be satisfactory to the
         LC Issuer and that the Company shall have executed and delivered such
         application agreement and/or such other instruments and agreements
         relating to such Facility LC as the LC Issuer shall have reasonably
         requested (each, a "Facility LC Application"). In the event of any
         conflict between the terms of this Agreement and the terms of any
         Facility LC Application, the terms of this Agreement shall control.

                2.20.4.  LC Fees. The Borrowers shall pay to the Administrative
         Agent, for the account of the Lenders ratably in accordance with their
         respective Pro Rata Shares, a letter of credit fee at a per annum rate
         equal to the Applicable Margin for Eurodollar Loans in effect from time
         to time on the average daily undrawn stated amount under such standby
         Facility LC, such fee to be payable in arrears on each Payment Date
         (each such fee described in this sentence an "LC Fee"). The Borrowers
         shall also pay to the LC Issuer for its own account (x) at the time of
         issuance of each Facility LC, a fronting fee equal to 0.125% per annum
         on the average daily undrawn amount under each standby Facility LC, and
         (y) documentary and processing charges in connection with the issuance
         or Modification of and draws under Facility LCs in accordance with the
         LC Issuer's standard schedule for such charges as in effect from time
         to time.

                2.20.5.  Administration; Reimbursement by Lenders. Upon receipt
         from the beneficiary of any Facility LC of any demand for payment under
         such Facility LC, the LC Issuer shall notify the Administrative Agent
         and the Administrative Agent shall promptly notify the relevant
         Borrower and each other Lender as to the amount to be paid by the LC
         Issuer as a result of such demand and the proposed payment date (the
         "LC Payment Date"). The responsibility of the LC Issuer to each
         Borrower and each Lender shall be only to determine that the documents
         (including each demand for payment) delivered under each Facility LC in
         connection with such presentment shall be in conformity in all material
         respects with such Facility LC. The LC Issuer shall endeavor to
         exercise the same care in the issuance and administration of the
         Facility LCs as it does with respect to letters of credit in which no
         participations are granted, it being understood that in the absence of
         any gross negligence or willful misconduct by the LC Issuer, each
         Lender shall be unconditionally and irrevocably liable without regard
         to the occurrence of any Default or any condition precedent whatsoever,
         to reimburse the LC Issuer on demand for (i) such Lender's Pro Rata
         Share of the amount of each payment made by the LC Issuer under each
         Facility LC to the extent such amount is not reimbursed by a Borrower
         pursuant to Section 2.20.6 below, plus (ii) interest on the foregoing
         amount to be reimbursed by such Lender, for each day from the date of
         the LC Issuer's demand for such reimbursement (or, if such demand is
         made after 11:00 a.m. (Detroit time) on such date, from the next
         succeeding Business Day)








                                       22
<PAGE>   23



         to the date on which such Lender pays the amount to be reimbursed by
         it, at a rate of interest per annum equal to the Federal Funds
         Effective Rate for the first three days and, thereafter, at a rate of
         interest equal to the rate applicable to Floating Rate Advances.

                2.20.6.  Reimbursement by Company. Each Borrower shall be
         irrevocably and unconditionally obligated to reimburse the LC Issuer on
         or before the applicable LC Payment Date for any amounts to be paid by
         the LC Issuer upon any drawing under any Facility LC, without
         presentment, demand, protest or other formalities of any kind; provided
         that neither any Borrower nor any Lender shall hereby be precluded from
         asserting any claim for direct (but not consequential) damages suffered
         by such Borrower or such Lender to the extent, but only to the extent,
         caused by (i) the willful misconduct or gross negligence of the LC
         Issuer in determining whether a request presented under any Facility LC
         issued by it complied with the terms of such Facility LC or (ii) the LC
         Issuer's failure to pay under any Facility LC issued by it after the
         presentation to it of a request strictly complying with the terms and
         conditions of such Facility LC. All such amounts paid by the LC Issuer
         and remaining unpaid by a Borrower shall bear interest, payable on
         demand, for each day until paid at a rate per annum equal to (x) the
         rate applicable to Floating Rate Advances for such day if such day
         falls on or before the applicable LC Payment Date and (y) the sum of 2%
         plus the rate applicable to Floating Rate Advances for such day if such
         day falls after such LC Payment Date. The LC Issuer will pay to each
         Lender ratably in accordance with its Pro Rata Share all amounts
         received by it from a Borrower for application in payment, in whole or
         in part, of the Reimbursement Obligation in respect of any Facility LC
         issued by the LC Issuer, but only to the extent such Lender has made
         payment to the LC Issuer in respect of such Facility LC pursuant to
         Section 2.20.5. Subject to the terms and conditions of this Agreement
         (including without limitation the submission of a Borrowing Notice in
         compliance with Section 2.9 and the satisfaction of the applicable
         conditions precedent set forth in Article IV), a Borrower may request
         an Advance hereunder for the purpose of satisfying any Reimbursement
         Obligation.

                2.20.7.  Obligations Absolute. The Borrowers' obligations under
         this Section 2.20 shall be absolute and unconditional under any and all
         circumstances and irrespective of any setoff, counterclaim or defense
         to payment which any Borrower may have or have had against the LC
         Issuer, any Lender or any beneficiary of a Facility LC. Each Borrower
         further agrees with the LC Issuer and the Lenders that the LC Issuer
         and the Lenders shall not be responsible for, and each Borrower's
         Reimbursement Obligation in respect of any Facility LC shall not be
         affected by, among other things, the validity or genuineness of
         documents or of any endorsements thereon, even if such documents should
         in fact prove to be in any or all respects invalid, fraudulent or
         forged, or any dispute between or among any Borrower, any of its
         Affiliates, the beneficiary of any Facility LC or any financing
         institution or other party to whom any Facility LC may be transferred
         or any claims or defenses whatsoever of any Borrower or of any of its
         Affiliates against the beneficiary of any Facility LC or any such
         transferee. The LC Issuer 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 Facility
         LC. Each Borrower agrees that any action taken or omitted by the LC
         Issuer or any Lender under or in connection with each Facility LC and
         the related drafts and documents, if done without gross negligence or
         willful misconduct, shall be binding upon the Borrowers and shall not
         put the LC Issuer or any Lender under any liability to any Borrower.
         Nothing in this Section 2.20.7 is intended to limit the right of any
         Borrower to make a claim against the LC Issuer for damages as
         contemplated by the proviso to the first sentence of Section 2.20.6.

                2.20.8.  Actions of LC Issuer. The LC Issuer shall be entitled
         to rely, and shall be fully protected in relying, upon any Facility LC,
         draft, writing, resolution, notice, consent, certificate, affidavit,
         letter, cablegram, telegram, telecopy, telex or teletype message,
         statement, order or other document believed by it to be genuine and
         correct and to have been signed, sent or made by the proper





                                       23
<PAGE>   24






         Person or Persons, and upon advice and statements of legal counsel,
         independent accountants and other experts selected by the LC Issuer.
         The LC Issuer shall be fully justified in failing or refusing to take
         any action under this Agreement unless it shall first have received
         such advice or concurrence of the Required Lenders as it reasonably
         deems appropriate or it shall first be indemnified to its reasonable
         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. Notwithstanding any other provision of this Section
         2.20, the LC Issuer shall in all cases be fully protected in acting, or
         in refraining from acting, under this Agreement in accordance with a
         request of the Required Lenders, and such request and any action taken
         or failure to act pursuant thereto shall be binding upon the Lenders
         and any future holders of a participation in any Facility LC.

                2.20.9.   Indemnification. Each Borrower hereby agrees to
         indemnify and hold harmless each Lender, the LC Issuer and the
         Administrative Agent, and their respective directors, officers, agents
         and employees from and against any and all claims and damages, losses,
         liabilities, costs or expenses which such Lender, the LC Issuer or the
         Administrative Agent may incur (or which may be claimed against such
         Lender, the LC Issuer or the Administrative Agent by any Person
         whatsoever) by reason of or in connection with the issuance, execution
         and delivery or transfer of or payment or failure to pay under any
         Facility LC or any actual or proposed use of any Facility LC,
         including, without limitation, any claims, damages, losses,
         liabilities, costs or expenses which the LC Issuer may incur by reason
         of or in connection with (i) the failure of any other Lender to fulfill
         or comply with its obligations to the LC Issuer hereunder (but nothing
         herein contained shall affect any rights any Borrower may have against
         any defaulting Lender) or (ii) by reason of or on account of the LC
         Issuer issuing any Facility LC which specifies that the term
         "Beneficiary" included therein includes any successor by operation of
         law of the named Beneficiary, but which Facility LC does not require
         that any drawing by any such successor Beneficiary be accompanied by a
         copy of a legal document, satisfactory to the LC Issuer, evidencing the
         appointment of such successor Beneficiary; provided that no Borrower
         shall be required to indemnify any Lender, the LC Issuer or the
         Administrative Agent for any claims, damages, losses, liabilities,
         costs or expenses to the extent, but only to the extent, caused by (x)
         the willful misconduct or gross negligence of the LC Issuer in
         determining whether a request presented under any Facility LC complied
         with the terms of such Facility LC or (y) the LC Issuer's failure to
         pay under any Facility LC after the presentation to it of a request
         strictly complying with the terms and conditions of such Facility LC.
         Nothing in this Section 2.20.9 is intended to limit the obligations of
         any Borrower under any other provision of this Agreement.

                2.20.10.  Lenders' Indemnification. Each Lender shall, ratably
         in accordance with its Pro Rata Share, indemnify the LC Issuer, its
         affiliates and their respective directors, officers, agents and
         employees (to the extent not reimbursed by the Borrowers) against any
         cost, expense (including reasonable counsel fees and disbursements),
         claim, demand, action, loss or liability (except such as result from
         such indemnitees' gross negligence or willful misconduct or the LC
         Issuer's failure to pay under any Facility LC after the presentation to
         it of a request strictly complying with the terms and conditions of the
         Facility LC) that such indemnitees may suffer or incur in connection
         with this Section 2.20 or any action taken or omitted by such
         indemnitees hereunder.

                2.20.11.  Facility LC Collateral Account. Each Borrower agrees
         that it will, upon the request of the Administrative Agent or the
         Required Lenders and until the final expiration date of any Facility LC
         and thereafter as long as any amount is payable to the LC Issuer or the
         Lenders in respect of any Facility LC, maintain a special collateral
         account pursuant to arrangements satisfactory to the Administrative
         Agent (the "Facility LC Collateral Account") at the Administrative
         Agent's office at the address specified pursuant to Article XIII, in
         the name of such Borrower but under the sole dominion and control of
         the Administrative Agent, for the benefit of the Lenders and in which
         such Borrower shall have no interest other than as set forth in Section
         8.1. Each Borrower hereby pledges, assigns and





                                       24
<PAGE>   25



         grants to the Administrative Agent, on behalf of and for the ratable
         benefit of the Lenders and the LC Issuer, a security interest in all of
         such Borrower's right, title and interest in and to all funds which may
         from time to time be on deposit in the Facility LC Collateral Account
         to secure the prompt and complete payment and performance of the
         Obligations. The Administrative Agent will invest any funds on deposit
         from time to time in the Facility LC Collateral Account in certificates
         of deposit of Bank One having a maturity not exceeding 30 days. Nothing
         in this Section 2.20.11 shall obligate any Borrower to deposit any
         funds in the Facility LC Collateral Account or limit the right of the
         Administrative Agent to release any funds held in the Facility LC
         Collateral Account in each case other than as required by Section 8.1.


                2.20.12.  Rights as a Lender. In its capacity as a Lender, the
         LC Issuer shall have the same rights and obligations as any other
         Lender.


         2.21.    Swing Loans.

                  (a)    Making of Swing Loans. The Administrative Agent will
make available revolving loans (the "Swing Loans") to any Borrower solely for
the Administrative Agent's own account, from time to time prior to the Facility
Termination Date in Dollars or any Agreed Currency up to an aggregate Dollars
Equivalent at any one time outstanding not to exceed the lesser of $25,000,000
or the unused amount of the Aggregate Commitments; provided that the aggregate
principal amount of Swing Loans denominated in Dollars may not exceed
$10,000,000 at any time. The Administrative Agent may make Swing Loans (subject
to the conditions precedent set forth in Article IV), provided that the
Administrative Agent has received a request in writing or via telephone from an
Authorized Officer of such Borrower for funding of a Swing Loan no later than
such time required by the Administrative Agent, on the Business Day on which
such Swing Loan is requested to be made. The Administrative Agent shall not make
any Swing Loan in the period commencing one Business Day after the
Administrative Agent becomes aware that one or more of the conditions precedent
contained in Section 4.2 are not satisfied and ending upon the satisfaction or
waiver of such condition(s). Each outstanding Swing Loan shall be payable on the
Business Day following demand therefor, with interest at the rate agreed to
between the Administrative Agent and such Borrower accrued thereon and shall
otherwise be subject to all the terms and conditions applicable to Loans, except
that all interest thereon shall be payable to the Administrative Agent solely
for its own account.

                  (b)    Swing Loan Borrowing Requests. Each Borrower agrees to
deliver promptly to the Administrative Agent a written confirmation of each
telephonic notice for Swing Loans signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Administrative Agent, the records of the Administrative Agent shall govern,
absent manifest error.

                  (c)    Repayment of Swing Loans. At any time after making a
Swing Loan, the Administrative Agent may request such Borrower to, and upon
request by the Administrative Agent such Borrower shall, promptly request a
Revolving Credit Advance from all Lenders to such Borrower and apply the
proceeds of such Advance to the repayment of any Swing Loan owing by such
Borrower not later than the Business Day following the Administrative Agent's
request. Notwithstanding the foregoing, upon the earlier to occur of (a) three
Business Days after demand is made by the Administrative Agent, and (b) the
Facility Termination Date, each Borrower agrees that each Swing Loan outstanding
in any Agreed Currency shall be immediately and automatically converted to and
redenominated in Dollars equal to the Dollar Equivalent of each such Swing Loan
determined as of the date of such conversion, and each Lender (other than the
Administrative Agent) shall irrevocably and unconditionally purchase from the
Administrative Agent, without recourse or warranty, an undivided interest and
participation in such Swing Loan in an amount equal to such Lender's Pro Rata
Share of such Swing Loan and promptly pay such amount to the Administrative
Agent in





                                       25
<PAGE>   26




immediately available funds. Such payment shall be made by the other Lenders
whether or not a Default is then continuing or any other condition precedent set
forth in Section 4.2 is then met and whether or not such Borrower has then
requested an Advance in such amount. If any Lender fails to make available to
the Administrative Agent, any amounts due to the Administrative Agent from such
Lender pursuant to this Section, the Administrative Agent shall be entitled to
recover such amount, together with interest thereon at the Federal Funds
Effective Rate for the first three Business Days after such Lender receives
notice of such required purchase and thereafter, at the rate applicable to such
Loan, payable (i) on demand, (ii) by setoff against any payments made to the
Administrative Agent for the account of such Lender or (iii) by payment to the
Administrative Agent by the Administrative Agent of amounts otherwise payable to
such Lender under this Agreement. The failure of any Lender to make available to
the Administrative Agent its Pro Rata Share of any unpaid Swing Loan shall not
relieve any other Lender of its obligation hereunder to make available to the
Administrative Agent its Pro Rata Share of any unpaid Swing Loan on the date
such payment is to be made, but no Lender shall be responsible for the failure
of any other Lender to make available to the Administrative Agent its Pro Rata
Share of any unpaid Swing Loan.

         2.22   Market Disruption. Notwithstanding the satisfaction of all
conditions referred to in Article II and Article IV with respect to any Swing
Loan in any Agreed Currency, if there shall occur on or prior to the date of
such Loan any change in national or international financial, political or
economic conditions or currency exchange rates or exchange controls which would
in the reasonable opinion of the Administrative Agent make it impracticable for
the Swing Loan to be denominated in the Agreed Currency specified by the
Borrower, then the Administrative Agent shall forthwith give notice thereof to
the Borrower, and such Loans shall not be denominated in such Agreed Currency
but shall be made on such Borrowing Date in Dollars, in an aggregate principal
amount equal to the Dollar Equivalent of the aggregate principal amount
specified in the related Borrowing Notice, unless the relevant Borrower notifies
the Administrative Agent that (i) it elects not to borrow on such date or (ii)
it elects to borrow on such date in a different Agreed Currency, as the case may
be, in which the denomination of such Loans would in the opinion of the
Administrative Agent be practicable and in an aggregate principal amount equal
to the Dollar Equivalent of the aggregate principal amount specified in the
related Borrowing Notice.

         2.23   Judgment Currency. If for the purposes of obtaining judgment in
any court it is necessary to convert a sum due from any Borrower hereunder in
the currency expressed to be payable herein (the "specified currency") into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent's main office on the Business Day preceding that on which final,
non-appealable judgment is given. The obligations of the Borrowers in respect of
any sum due to any Lender or the Administrative Agent hereunder shall,
notwithstanding any judgment in a currency other than the specified currency, be
discharged only to the extent that on the Business Day following receipt by such
Lender or the Administrative Agent (as the case may be) of any sum adjudged to
be so due in such other currency such Lender or the Administrative Agent (as the
case may be) may in accordance with normal, reasonable banking procedures
purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due on the
judgment to such Lender or the Administrative Agent, as the case may be, in the
specified currency, each Borrower agrees, to the fullest extent that they may
effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due on the judgment to any Lender or the
Administrative Agent, as the case may be, in the specified currency and (b) any
amounts shared with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 11.2, such Lender or the
Administrative Agent, as the case may be, agrees to remit such excess to the
relevant Borrower.






                                       26
<PAGE>   27



                                   ARTICLE III

                             YIELD PROTECTION; TAXES


         3.1.    Yield Protection. If, on or after the date of this Agreement,
the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation or the LC Issuer with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

      (i)        subjects any Lender or any applicable Lending Installation or
                 the LC Issuer to any Taxes, or changes the basis of taxation of
                 payments (other than with respect to Excluded Taxes) to any
                 Lender or the LC Issuer in respect of its Fixed Rate, Facility
                 LCs or participations therein, or

      (ii)       imposes or increases or deems applicable any reserve,
                 assessment, insurance charge, special deposit or similar
                 requirement against assets of, deposits with or for the account
                 of, or credit extended by, any Lender or any applicable Lending
                 Installation or the LC Issuer (other than reserves and
                 assessments taken into account in determining the interest rate
                 applicable to Fixed Rate Loans), or

      (iii)      imposes any other condition the result of which is to increase
                 the cost to any Lender or any applicable Lending Installation
                 or the LC Issuer of making, funding or maintaining its Fixed
                 Rate Loans, or of issuing or participating in Facility LCs, or
                 reduces any amount receivable by any Lender or any applicable
                 Lending Installation or the LC issuer in connection with its
                 Fixed Rate Loans, Facility LCs or participations therein, or
                 requires any Lender or any applicable Lending Installation or
                 the LC Issuer to make any payment calculated by reference to
                 the amount of Fixed Rate Loans, Facility LCs or participations
                 therein held or interest or LC Fees received by it, by an
                 amount deemed material by such Lender or the LC Issuer as the
                 case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer, as the case may be, of making
or maintaining its Fixed Rate Loans or Commitment or of issuing or participating
in Facility LCs or to reduce the return received by such Lender or applicable
Lending Installation or the LC Issuer, as the case may be, in connection with
such Fixed Rate Loans, Commitment, Facility LCs or participations therein, then,
within 15 days of demand by such Lender or the LC Issuer, as the case may be,
the Borrowers shall pay such Lender such additional amount or amounts as will
compensate such Lender or the LC Issuer, as the case may be, for such increased
cost or reduction in amount received.

         3.2.    Changes in Capital Adequacy Regulations. If a Lender or the LC
Issuer determines the amount of capital required or expected to be maintained by
such Lender or the LC Issuer, any Lending Installation of such Lender or the LC
Issuer or any corporation controlling such Lender or the LC Issuer is increased
as a result of a Change, then, within 15 days of demand by such Lender or the LC
Issuer, the Borrowers shall pay such Lender or the LC Issuer the amount
necessary to compensate for any shortfall in the rate of return on the portion
of such increased capital which such Lender or the LC Issuer determines is
attributable to this Agreement, its Outstanding Credit Exposure or its
Commitment to make Loans and issue or participate in Facility LCs, as the case
may be, hereunder (after taking into account such Lender's or the LC Issuer's
policies as to capital adequacy). "Change" means (i) any change after the date
of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the







                                       27

<PAGE>   28



force of law) after the date of this Agreement which affects the amount of
capital required or expected to be maintained by any Lender or the LC Issuer or
any Lending Installation or any corporation controlling any Lender or the LC
Issuer. "Risk-Based Capital Guidelines" means (i) the risk-based capital
guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

         3.3.   Availability of Types of Advances. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Administrative Agent shall suspend the availability of Eurodollar Advances
and require any affected Eurodollar Advances to be repaid or converted to
Floating Rate Advances, subject to the payment of any funding indemnification
amounts required by Section 3.4.

         3.4.   Funding Indemnification. If any payment of a Fixed Rate Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Fixed Rate
Advance is not made on the date specified by a Borrower for any reason other
than default by the Lenders, the Borrowers will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain such Eurodollar Advance.

         3.5.   Taxes. (i) All payments by a Borrower to or for the account of
any Lender, the LC Issuer or the Administrative Agent hereunder or under any
Note or Facility LC Application shall be made free and clear of and without
deduction for any and all Taxes. If any Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any Lender,
the LC Issuer or the Administrative Agent, (a) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 3.5) such
Lender, the LC Issuer or the Administrative Agent (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay
the full amount deducted to the relevant authority in accordance with applicable
law and (d) the Borrower shall furnish to the Administrative Agent the original
copy of a receipt evidencing payment thereof within 30 days after such payment
is made.

         (ii)   In addition, each Borrower hereby agrees to pay any present or
future stamp, intangible or documentary taxes and any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or
under any Note or Facility LC Application or from the execution or delivery of,
or otherwise with respect to, this Agreement or any Note or Facility LC
Application ("Other Taxes").

         (iii)  Each Borrower hereby agrees to indemnify the Administrative
Agent, the LC Issuer and each Lender for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed on amounts
payable under this Section 3.5) paid by the Administrative Agent, the LC Issuer
or such Lender and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within 30 days of the date the Administrative
Agent, the LC Issuer or such Lender makes demand therefor pursuant to Section
3.6.

         (iv)   Each Lender that is not incorporated under the laws of the
United States of America or a state thereof (each a "Non-U.S. Lender") agrees
that it will, not less than ten Business Days after the date of this






                                       28
<PAGE>   29


Agreement, (i) deliver to each of the Company and the Administrative Agent two
duly completed copies of United States Internal Revenue Service Form 1001 or
4224, certifying in either case that such Lender is entitled to receive payments
under this Agreement without deduction or withholding of any United States
federal income taxes, and (ii) deliver to each of the Company and the
Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the
case may be, and certify that it is entitled to an exemption from United States
backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to
each of the Company and the Administrative Agent (x) renewals or additional
copies of such form (or any successor form) on or before the date that such form
expires or becomes obsolete, and (y) after the occurrence of any event requiring
a change in the most recent forms so delivered by it, such additional forms or
amendments thereto as may be reasonably requested by the Company or the
Administrative Agent. All forms or amendments described in the preceding
sentence shall certify that such Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal
income taxes, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form or amendment with respect to it and such Lender advises the Company and the
Administrative Agent that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax.

         (v)    For any period during which a Non-U.S. Lender has failed to
provide the Company with an appropriate form pursuant to clause (iv), above
(unless such failure is due to a change in treaty, law or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 3.5 with respect to Taxes imposed by the
United States; provided that, should a Non-U.S. Lender which is otherwise exempt
from or subject to a reduced rate of withholding tax become subject to Taxes
because of its failure to deliver a form required under clause (iv), above, the
Company shall take such steps as such Non-U.S. Lender shall reasonably request
to assist such Non-U.S. Lender to recover such Taxes.

         (vi)   Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Company (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate.

         (vii)  If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Administrative Agent did not properly withhold
tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or properly completed, because such Lender
failed to notify the Administrative Agent of a change in circumstances which
rendered its exemption from withholding ineffective, or for any other reason),
such Lender shall indemnify the Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as tax, withholding
therefor, or otherwise, including penalties and interest, and including taxes
imposed by any jurisdiction on amounts payable to the Administrative Agent under
this subsection, together with all costs and expenses related thereto (including
attorneys fees and time charges of attorneys for the Administrative Agent, which
attorneys may be employees of the Administrative Agent). The obligations of the
Lenders under this Section 3.5(vii) shall survive the payment of the Obligations
and termination of this Agreement.

         3.6.   Lender Statements; Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of the
Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender,









                                       29
<PAGE>   30



disadvantageous to such Lender. Each Lender shall deliver a written statement of
such Lender to the Company (with a copy to the Administrative Agent) as to the
amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement
shall set forth in reasonable detail the calculations upon which such Lender
determined such amount and shall be final, conclusive and binding on the
Borrowers in the absence of manifest error. Determination of amounts payable
under such Sections in connection with a Eurodollar Loan shall be calculated as
though each Lender funded its Eurodollar Loan through the purchase of a deposit
of the type and maturity corresponding to the deposit used as a reference in
determining the Eurodollar Rate applicable to such Loan, whether in fact that is
the case or not. Unless otherwise provided herein, the amount specified in the
written statement of any Lender shall be payable on demand after receipt by the
Company of such written statement. The obligations of the Borrowers under
Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and
termination of this Agreement.



                                   ARTICLE IV

                              CONDITIONS PRECEDENT


         4.1.   Initial Credit Extension. The Lenders shall not be required to
make the initial Credit Extension hereunder unless the Borrowers have furnished
to the Administrative Agent with sufficient copies for the Lenders:

      (i)       Copies of the articles or certificate of incorporation of each
                Borrower and each Guarantor, together with all amendments, and a
                certificate of good standing, each certified by the appropriate
                governmental officer in its jurisdiction of incorporation.

     (ii)       Copies, certified by the Secretary or Assistant Secretary of
                each Borrower and each Guarantor, of its by-laws and of its
                Board of Directors' resolutions and of resolutions or actions of
                any other body authorizing the execution of the Loan Documents
                to which such Borrower or such Guarantor is a party.

    (iii)       An incumbency certificate, executed by the Secretary or
                Assistant Secretary of each Borrower and each Guarantor, which
                shall identify by name and title and bear the signatures of the
                Authorized Officers and any other officers of such Borrower or
                such Guarantor authorized to sign the Loan Documents to which
                such Borrower or such Guarantor is a party, upon which
                certificate the Administrative Agent and the Lenders shall be
                entitled to rely until informed of any change in writing by such
                Borrower or such Guarantor.

     (iv)       A certificate, signed by the chief financial officer of the
                Company, stating that on the initial Credit Extension Date no
                Default or Unmatured Default has occurred and is continuing.

      (v)       A written opinion of the Borrowers' counsel and the Guarantors',
                addressed to the Lenders in substantially the form of Exhibit H.

     (vi)       Any Notes requested by a Lender pursuant to Section 2.14 payable
                to the order of each such requesting Lender.

    (vii)       Written money transfer instructions, in substantially the form
                of Exhibit I, addressed to the Administrative Agent and signed
                by an Authorized Officer, together with such other related money
                transfer authorizations as the Administrative Agent may have
                reasonably requested.





                                       30
<PAGE>   31





    (viii)      If the initial Credit Extension will be the issuance of a
                Facility LC, a properly completed Facility LC Application.

      (ix)      A Guaranty duly executed by each Guarantor.

       (x)      Such other documents as any Lender or its counsel may have
                reasonably requested.

         4.2.   Each Credit  Extension. The Lenders shall not be required to
make any Credit  Extension unless on the applicable Credit Extension Date:

       (i)      There exists no Default or Unmatured Default.

      (ii)      The representations and warranties contained in Article V are
                true and correct as of such Credit Extension Date except to
                the extent any such representation or warranty is stated to
                relate solely to an earlier date, in which case such
                representation or warranty shall have been true and correct on
                and as of such earlier date.

     (iii)      All legal matters incident to the making of such Credit
                Extension shall be satisfactory to the Lenders and their
                counsel.

          Each Borrowing Notice or request for issuance of a Facility LC with
respect to each such Credit Extension shall constitute a representation and
warranty by the Borrowers that the conditions contained in Sections 4.2(i) and
(ii) have been satisfied. Any Lender may require a duly completed compliance
certificate in substantially the form of Exhibit J as a condition to making an
Credit Extension.



                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES


          Each of the Company and the Subsidiary Borrowers (insofar as the
representations and warranties set forth below relate to such Subsidiary
Borrower) represents and warrants to the Lenders that:

          5.1.  Existence and Standing. Each of the Company and its Subsidiaries
is a corporation, partnership (in the case of Subsidiaries only) or limited
liability company duly and properly incorporated or organized, as the case may
be, validly existing and (to the extent such concept applies to such entity) in
good standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted, except where the failure to
obtain such authority could not reasonably be expected to have a Material
Adverse Effect.

          5.2.  Authorization and Validity. Each Borrower has the power and
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by the Borrowers of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by proper
corporate proceedings, and the Loan Documents to which they are a party
constitute legal, valid and binding obligations of the Borrowers enforceable
against the Borrowers in accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally.







                                       31
<PAGE>   32





          5.3.  No Conflict; Government Consent. Neither the execution and
delivery by the Borrowers of the Loan Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate (i) any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Company or any of its Subsidiaries or (ii) the
Company's or any Subsidiary's articles or certificate of incorporation,
partnership agreement, certificate of partnership, articles or certificate of
organization, by-laws, or operating or other management agreement, as the case
may be, or (iii) the provisions of any indenture, instrument or agreement to
which the Company or any of its Subsidiaries is a party or is subject, or by
which it, or its Property, is bound, or conflict with or constitute a default
thereunder, or result in, or require, the creation or imposition of any Lien in,
of or on the Property of the Company or a Subsidiary pursuant to the terms of
any such indenture, instrument or agreement. No order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any
governmental or public body or authority, or any subdivision thereof, which has
not been obtained by the Company or any of its Subsidiaries, is required to be
obtained by the Company or any of its Subsidiaries in connection with the
execution and delivery of the Loan Documents, the borrowings under this
Agreement, the payment and performance by the Borrowers of the Obligations or
the legality, validity, binding effect or enforceability of any of the Loan
Documents.

          5.4.  Financial Statements. The December 31, 1998, consolidated
financial statements of the Company and its Subsidiaries heretofore delivered to
the Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Company and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

          5.5.  Material Adverse Change. Since December 31, 1998 there has been
no change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Company and its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect.

          5.6.  Taxes. The Company and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Company or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
and as to which no Lien exists and except for such failures to file or pay, if
any, as would not reasonably be expected to have a Material Adverse Effect. The
United States income tax returns of the Company and its Subsidiaries have been
audited by the Internal Revenue Service through the fiscal year ended December
31, 1990. No tax liens have been filed and no claims are being asserted with
respect to any such taxes. The charges, accruals and reserves on the books of
the Company and its Subsidiaries in respect of any taxes or other governmental
charges are adequate in accordance with Agreement Accounting Principles and
customary industry standards.

          5.7.  Litigation and Contingent Obligations Except as set forth on
Schedule 5.7, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Company or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect or which seeks to
prevent, enjoin or delay the making of any Credit Extensions. Other than any
liability incident to any litigation, arbitration or proceeding which (i) could
not reasonably be expected to have a Material Adverse Effect or (ii) is set
forth on Schedule 5.7, neither the Company nor any Subsidiary have any material
contingent obligations not provided for or disclosed in the financial statements
referred to in Section 5.4.

          5.8.  Subsidiaries. Schedule 5.8 contains an accurate list of all
Subsidiaries of the Company as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Company or
other Subsidiaries. All of






                                       32
<PAGE>   33



the issued and outstanding shares of capital stock or other ownership interests
of such Subsidiaries have been (to the extent such concepts are relevant with
respect to such ownership interests) duly authorized and issued and are fully
paid and non-assessable.

         5.9.   ERISA. The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $10,000,000. Each Plan complies in all material
respects with all applicable requirements of law and regulations, no Reportable
Event has occurred with respect to any Plan, neither the Company nor any other
member of the Controlled Group has withdrawn from any Plan or initiated steps to
do so, and no steps have been taken to reorganize or terminate any Plan.

         5.10.  Accuracy of Information. No information, exhibit or report
furnished by the Company or any of its Subsidiaries to the Administrative Agent
or to any Lender in connection with the negotiation of, or compliance with, the
Loan Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.11.  Regulation U. Margin stock (as defined in Regulation U)
constitutes less than 25% of the value of those assets of the Company and its
Subsidiaries which are subject to any limitation on sale, pledge, or other
restriction hereunder.

         5.12.  Material Agreements. Neither the Company nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness.

         5.13.  Compliance With Laws. The Company and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

         5.14.  Ownership of Properties. On the date of this Agreement, the
Company and its Subsidiaries will have good title, free of all Liens other than
those permitted by Section 6.14, to all of the Property and assets reflected in
the Company's most recent consolidated financial statements provided to the
Administrative Agent as owned by the Company and its Subsidiaries.

         5.15.  Plan Assets; Prohibited Transactions. The Company is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. ss.
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Credit Extensions hereunder gives rise to a prohibited transaction within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

         5.16.  Environmental Matters. In the ordinary course of its business,
the officers of the Company consider the effect of Environmental Laws on the
business of the Company and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Company
due to Environmental Laws. On the basis of this consideration, the Company has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Company nor any Subsidiary has received any
notice to the effect that its operations are not in material compliance with any
of the requirements of applicable Environmental Laws or are the subject of any
federal or state investigation evaluating whether any remedial action is needed
to respond to a release of any toxic or hazardous waste or






                                       33
<PAGE>   34



substance into the environment, which non-compliance or remedial action could
reasonably be expected to have a Material Adverse Effect.

         5.17.      Investment Company Act. Neither the Company nor any
Subsidiary is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

         5.18.      Public Utility Holding Company Act. Neither the Company nor
any Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         5.19.      Year 2000. The Company has made a full and complete
assessment of the Year 2000 Issues and has a realistic and achievable program
for remediating the Year 2000 Issues on a timely basis (the "Year 2000
Program"). Based on such assessment and on the Year 2000 Program the Company
does not reasonably anticipate that Year 2000 Issues will have a Material
Adverse Effect.



                                   ARTICLE VI

                                    COVENANTS


         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1.   Financial Reporting. The Company will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

         (i)       Within 120 days after the end of each fiscal year of the
                   Company, the consolidated balance sheet of the Company and
                   its Subsidiaries as of the end of such fiscal year and the
                   consolidated statements of income and cash flow of the
                   Company and its Subsidiaries for such fiscal year, all in
                   reasonable detail and accompanied by an unqualified (except
                   for qualifications relating to changes in accounting
                   principles or practices reflecting changes in generally
                   accepted accounting principles and required or approved by
                   the Company's independent certified public accountants) audit
                   opinion thereon by independent certified public accountants
                   of recognized standing stating that such consolidated
                   financial statements present fairly the financial position of
                   the Company and its Subsidiaries and the results of their
                   operations in conformity with Agreement Accounting
                   Principles.

         (ii)      Within 50 days after the close of the first three quarterly
                   periods of each of its fiscal years, for itself and its
                   Subsidiaries, the quarterly consolidated financial statements
                   of the Company and its Subsidiaries including the
                   consolidated balance sheet of the Company and its
                   Subsidiaries as of the end of such quarter, consolidated
                   statements of income of the Company and its Subsidiaries for
                   such quarter and consolidated statements of income and cash
                   flow for the period from the beginning of the Company's then
                   fiscal year to the end of such quarter unaudited but
                   certified as presenting in all material respects the
                   financial position of the Company and its Subsidiaries and
                   the results of their operations in accordance with Agreement
                   Accounting Principles (subject to year-end adjustments) by
                   the President, the Chief Financial Officer, the Chief
                   Accounting Officer, or the Treasurer of the Company.

                                     34
<PAGE>   35


         (iii)     Together with the financial statements required under
                   Sections 6.1(i) and (ii), a compliance certificate in
                   substantially the form of Exhibit J signed by its chief
                   financial officer showing the calculations necessary to
                   determine compliance with this Agreement and stating, to the
                   best of his or her knowledge, that no Default or Unmatured
                   Default exists, or if any Default or Unmatured Default
                   exists, stating the nature and status thereof.

         (iv)      Within 270 days after the close of each fiscal year, a
                   statement of the Unfunded Liabilities of each Single Employer
                   Plan, certified as correct by an actuary enrolled under
                   ERISA.

         (v)       As soon as possible and in any event within 30 days after the
                   Company knows that any Reportable Event has occurred with
                   respect to any Plan, a statement, signed by the chief
                   financial officer of the Company, describing said Reportable
                   Event and the action which the Company proposes to take with
                   respect thereto.

         (vi)      As soon as possible and in any event within 30 days after
                   receipt by the Company, a copy of (a) any notice or claim to
                   the effect that the Company or any of its Subsidiaries is or
                   may be liable to any Person as a result of the release by the
                   Company, any of its Subsidiaries, or any other Person of any
                   toxic or hazardous waste or substance into the environment,
                   and (b) any notice alleging any violation of any federal,
                   state or local environmental, health or safety law or
                   regulation by the Company or any of its Subsidiaries, which,
                   in either case, could reasonably be expected to have a
                   Material Adverse Effect.

         (vii)     As soon as possible and in any event within 30 days after the
                   furnishing thereof to the shareholders of the Company, copies
                   of all financial statements, reports and proxy statements so
                   furnished.

         (viii)    As soon as possible and in any event within 30 days after the
                   filing thereof, copies of all registration statements and
                   annual, quarterly, monthly or other regular reports which the
                   Company or any of its Subsidiaries files with the Securities
                   and Exchange Commission.

         (ix)      Such other information (including non-financial information)
                   as the Administrative Agent or any Lender may from time to
                   time reasonably request.

         6.2.      Use of Proceeds. The Company will, and will cause each
Subsidiary to, use the proceeds of the Credit Extensions for general corporate
purposes. The Company will not, nor will it permit any Subsidiary to, use any of
the proceeds of the Advances to purchase or carry any "margin stock" (as defined
in Regulation U).

         6.3.      Notice of Default. The Company will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise (including, without limitation, developments with respect to Year 2000
Issues), which could reasonably be expected to have a Material Adverse Effect.

         6.4.      Conduct of Business. The Company will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted, except where the failure to obtain such
authority could not reasonably be expected to have a Material Adverse Effect.







                                       35
<PAGE>   36



         6.5.    Taxes. The Company will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles and except for such failures to
file or pay, if any, as would not reasonably be expected to have a Material
Adverse Effect.

         6.6.    Insurance. The Company will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Company will furnish to any Lender upon request
full information as to the insurance carried.

         6.7.    Compliance with Laws. The Company will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws, except for any failure to comply
with any of the foregoing which could not reasonably be expected to have a
Material Adverse Effect.

         6.8.    Maintenance of Properties. The Company will, and will cause
each Subsidiary to, do all things necessary to maintain, preserve, protect and
keep its Property in good repair, working order and condition, and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times.

         6.9.    Inspection. The Company will, and will cause each Subsidiary
to, permit the Administrative Agent and the Lenders, by their respective
representatives and agents, to inspect any of the Property, books and financial
records of the Company and each Subsidiary, to examine and make copies of the
books of accounts and other financial records of the Company and each
Subsidiary, and to discuss the affairs, finances and accounts of the Company and
each Subsidiary with, and to be advised as to the same by, their respective
officers at such reasonable times and intervals as the Administrative Agent or
any Lender may designate.

         6.10.   Subsidiary  Indebtedness.  The Company will not permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

      (i)        The Loans and the Reimbursement Obligations.

     (ii)        Indebtedness existing on the date hereof and described in
                 Schedule 6.10.

    (iii)        Indebtedness of any Subsidiary to the Company or any other
                 Subsidiary.

     (iv)        Other Indebtedness in an aggregate amount not exceeding
                 $10,000,000.

         6.11.   Merger. The Company will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except that (i) a
Subsidiary may merge into the Company or a Wholly-Owned Subsidiary and (ii)
provided that no Default or Unmatured Default shall have occurred and be
continuing or would result therefrom on a Pro Forma Basis reasonably acceptable
to the Administrative Agent, the Company or any Subsidiary may merge or
consolidate with any other corporation so long as the Company or such Subsidiary
is the surviving corporation.

         6.12.   Sale of Assets. The Company will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:





                                       36
<PAGE>   37





     (i)         Sales of inventory in the ordinary course of business.

     (ii)        Leases, sales or other dispositions of its Property that,
                 together with all other Property of the Company and its
                 Subsidiaries previously leased, sold or disposed of (other than
                 inventory in the ordinary course of business) as permitted by
                 this Section (A) during the twelve-month period ending with the
                 month in which any such lease, sale or other disposition
                 occurs, do not constitute a Substantial Portion (as determined
                 in accordance with clause (i) of such definition) of the
                 Property of the Company and its Subsidiaries and (B) during the
                 period from the Closing Date and ending with the month in which
                 any such lease, sale or other disposition occurs, do not
                 constitute a Substantial Portion (as determined in accordance
                 with clause (ii) of such definition) of the Property of the
                 Company and its Subsidiaries.

         6.13.   Investments and Acquisitions. The Company will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments in, or
Acquisition of, any entity which is not or, will not be, consolidated in the
Company's consolidated financial statements except such Investments and
Acquisitions not exceeding $20,000,000 in aggregate amount.

         6.14.   Liens. The Company will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Company or any of its Subsidiaries, except:

     (i)         Liens for taxes, assessments or governmental charges or levies
                 on its Property if the same shall not at the time be delinquent
                 or thereafter can be paid without penalty, or are being
                 contested in good faith and by appropriate proceedings and for
                 which adequate reserves in accordance with Agreement Accounting
                 Principles shall have been set aside on its books.

     (ii)        Liens imposed by law, such as carriers', warehousemen's and
                 mechanics' liens and other similar liens arising in the
                 ordinary course of business which secure payment of obligations
                 not more than 60 days past due or which are being contested in
                 good faith by appropriate proceedings and for which adequate
                 reserves shall have been set aside on its books.

     (iii)       Liens arising out of pledges or deposits under worker's
                 compensation laws, unemployment insurance, old age pensions, or
                 other social security or retirement benefits, or similar
                 legislation.

     (iv)        Utility easements, building restrictions and such other
                 encumbrances or charges against real property as are of a
                 nature generally existing with respect to properties of a
                 similar character and which do not in any material way affect
                 the marketability of the same or interfere with the use thereof
                 in the business of the Company or its Subsidiaries.

     (v)         Liens existing on the date hereof and described in Schedule
                 6.14.

     (vi)        Liens securing Indebtedness which are not otherwise permitted
                 by the foregoing clauses of this Section 6.14, provided that
                 the aggregate outstanding principal amount of the Indebtedness
                 secured by all such Liens does not exceed $25,000,000.

         6.15.   Year 2000. The Company will take and will cause each of its
Subsidiaries to take all such actions as are reasonably necessary to
successfully implement the Year 2000 Program and to assure that Year 2000 Issues
will not have a Material Adverse Effect. At the request of the Administrative
Agent, the Company will provide a description of the Year 2000 Program, together
with any updates or progress reports with respect thereto.





                                       37
<PAGE>   38





         6.16.   Affiliates. The Company will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Company's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Company or
such Subsidiary than the Company or such Subsidiary would obtain in a comparable
arms-length transaction.

         6.17.   Financial Covenants.

                 6.17.1. Interest Coverage Ratio. The Company will not permit
         the ratio, determined as of the end of each of its fiscal quarters for
         the then most-recently ended four fiscal quarters, of (i) Consolidated
         EBIT to (ii) Consolidated Interest Expense to be less than 2.5 to 1.0.

                 6.17.2. Leverage Ratio. The Company will not permit the ratio,
         determined as of the end of each of its fiscal quarters, of (i)
         Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the
         then most-recently ended four fiscal quarters to be greater than 3.0 to
         1.0.

                                   ARTICLE VII

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1.    Any representation or warranty made or deemed made by or on
behalf of the Company or any of its Subsidiaries to the Lenders or the
Administrative Agent under or in connection with this Agreement, any Credit
Extension, or any certificate or information delivered in connection with this
Agreement or any other Loan Document shall be materially false on the date as of
which made.

         7.2.    Nonpayment of principal of any Loan when due, nonpayment of any
Reimbursement Obligation within one Business Day after the same becomes due, or
nonpayment of interest upon any Loan or of any facility fee, LC Fee or other
obligations under any of the Loan Documents within five days after the same
becomes due.

         7.3.    The breach by any Borrower of any of the terms or provisions of
Article VI, other than Sections 6.5, 6.6, 6.7, 6.8 or 6.14.

         7.4.    The breach by any Borrower (other than a breach which
constitutes a Default under another Section of this Article VII) of any of the
terms or provisions of this Agreement which is not remedied within thirty days
after written notice from the Administrative Agent or any Lender.

         7.5.    Failure of the Company or any of its Subsidiaries or any
Guarantor to pay when due any Indebtedness aggregating in excess of $5,000,000
("Material Indebtedness"); or the default by the Company or any of its
Subsidiaries or any Guarantor in the performance (beyond the applicable grace
period with respect thereto, if any) of any term, provision or condition
contained in any agreement under which any such Material Indebtedness was
created or is governed, or any other event shall occur or condition exist, the
effect of which default or event is to cause, or to permit the holder or holders
of such Material Indebtedness to cause, such Material Indebtedness to become due
prior to its stated maturity; or any Material Indebtedness of the Company or any
of its Subsidiaries or any Guarantor shall be declared to be due and payable or
required to be prepaid or repurchased (other than by a regularly scheduled
payment) prior to the stated maturity thereof; or the Company or any of its
Subsidiaries or any Guarantor shall not pay, or admit in writing its inability
to pay, its debts generally as they become due.






                                       38
<PAGE>   39





         7.6.    The Company or any of its Subsidiaries or any Guarantor shall
(i) have an order for relief entered with respect to it under the Federal
bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the
benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the
appointment of a receiver, custodian, trustee, examiner, liquidator or similar
official for it or any Substantial Portion of its Property, (iv) institute any
proceeding seeking an order for relief under the Federal bankruptcy laws as now
or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate or partnership action to authorize or
effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail
to contest in good faith any appointment or proceeding described in Section 7.7.

         7.7.    Without the application, approval or consent of the Company or
any of its Subsidiaries, or any Guarantor a receiver, trustee, examiner,
liquidator or similar official shall be appointed for the Company or any of its
Subsidiaries or any Guarantor or any Substantial Portion of its Property, or a
proceeding described in Section 7.6(iv) shall be instituted against the Company
or any of its Subsidiaries or any Guarantor and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of 60 consecutive days.

         7.8.    Any court, government or governmental agency shall condemn,
seize or otherwise appropriate, or take custody or control of, all or any
portion of the Property of the Company and its Subsidiaries or any Guarantor
which, when taken together with all other Property of the Company and its
Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken
custody or control of, during the twelve-month period ending with the month in
which any such action occurs, constitutes a Substantial Portion.

         7.9.    The Company or any of its Subsidiaries shall fail within 30
days to pay, bond or otherwise discharge one or more (i) judgments or orders for
the payment of money in excess of $1,000,000 (or the equivalent thereof in
currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith.

         7.10.   The Unfunded Liabilities of all Single Employer Plans shall
exceed in the aggregate $10,000,000 or any Reportable Event shall occur in
connection with any Plan.

         7.11.   The Company or any of its Subsidiaries shall (i) be the subject
of any proceeding or investigation pertaining to the release by the Company, any
of its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.

         7.12.   Any Guaranty shall fail to remain in full force or effect or
any action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Guaranty, or any Guarantor shall fail to comply with any
of the terms or provisions of any Guaranty to which it is a party, or any
Guarantor shall deny that it has any further liability under any Guaranty to
which it is a party, or shall give notice to such effect.





                                       39
<PAGE>   40




                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES


         8.1.    Acceleration; Facility LC Collateral Account. (i) If any
Default described in Section 7.6 or 7.7 occurs with respect to any Borrower, the
obligations of the Lenders to make Loans hereunder and the obligation and power
of the LC Issuer to issue Facility LCs shall automatically terminate and the
Obligations shall immediately become due and payable without any election or
action on the part of the Administrative Agent, the LC Issuer or any Lender and
the Borrowers will be and become thereby unconditionally obligated, without any
further notice, act or demand, to pay to the Administrative Agent an amount in
immediately available funds, which funds shall be held in the Facility LC
Collateral Account, equal to the difference of (x) the amount of LC Obligations
at such time, less (y) the amount on deposit in the Facility LC Collateral
Account at such time which is free and clear of all rights and claims of third
parties and has not been applied against the Obligations (such difference, the
"Collateral Shortfall Amount"). If any other Default occurs, the Required
Lenders (or the Administrative Agent with the consent of the Required Lenders)
may (a) terminate or suspend the obligations of the Lenders to make Loans
hereunder and the obligation and power of the LC Issuer to issue Facility LCs,
or declare the Obligations to be due and payable, or both, whereupon the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which each Borrower hereby
expressly waives, and (b) upon notice to the Borrowers and in addition to the
continuing right to demand payment of all amounts payable under this Agreement,
make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such
demand and without any further notice or act, pay to the Administrative Agent
the Collateral Shortfall Amount, which funds shall be deposited in the Facility
LC Collateral Account.

         (ii)  If at any time while any Default is continuing, the
Administrative Agent determines that the Collateral Shortfall Amount at such
time is greater than zero, the Administrative Agent may make demand on the
Borrowers to pay, and the Borrowers will, forthwith upon such demand and without
any further notice or act, pay to the Administrative Agent the Collateral
Shortfall Amount, which funds shall be deposited in the Facility LC Collateral
Account.

         (iii) The Administrative Agent may at any time or from time to time
after funds are deposited in the Facility LC Collateral Account, apply such
funds to the payment of the Obligations and any other amounts as shall from time
to time have become due and payable by the Borrowers to the Lenders or the LC
Issuer under the Loan Documents.

         (iv)  At any time while any Default is continuing, neither any Borrower
nor any Person claiming on behalf of or through any Borrower shall have any
right to withdraw any of the funds held in the Facility LC Collateral Account.
After all of the Obligations have been indefeasibly paid in full and the
Aggregate Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account shall be returned by the Administrative Agent to the
Borrowers or paid to whomever may be legally entitled thereto at such time.

         (v)   If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans and
the obligation and power of the LC Issuer to issue Facility LCs hereunder as a
result of any Default (other than any Default as described in Section 7.6 or 7.7
with respect to any Borrower) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Administrative Agent shall, by
notice to the Company, rescind and annul such acceleration and/or termination.




                                       40

<PAGE>   41



         8.2.    Amendments.

         8.2.1   Subject to the provisions of this Article VIII, the Required
Lenders (or the Administrative Agent with the consent in writing of the Required
Lenders) and the Borrowers may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrowers hereunder or waiving
any Default hereunder; provided, however, that no such supplemental agreement
shall, without the consent of all of the Lenders:

      (i)        Extend the final maturity of any Loan, or extend the expiry
                 date of any Facility LC to a date after the Facility
                 Termination Date or postpone any regularly scheduled payment
                 of principal of any Loan or forgive all or any portion of the
                 principal amount thereof or any Reimbursement Obligation
                 related thereto, or reduce the rate or extend the time of
                 payment of interest or fees thereon or Reimbursement
                 Obligations related thereto.

     (ii)        Reduce the percentage specified in the definition of Required
                 Lenders.

    (iii)        Extend the Facility Termination Date, or reduce the amount or
                 extend the payment date for, the mandatory payments required
                 under Section 2.2, or increase the amount of the Aggregate
                 Commitment, the Commitment of any Lender hereunder or the
                 commitment to issue Facility LCs, or permit the Company to
                 assign its rights under this Agreement.

     (iv)        Amend this Section 8.2.

      (v)        Release any Guarantor.

         8.2.2   In addition to amendments effected pursuant to the foregoing,
Schedule 1.1 may be amended as follows:

         (i)     Schedule 1.1 will be automatically amended to add Subsidiaries
                 of the Company as additional Subsidiary Borrowers upon (A)
                 execution and delivery by the Borrowers, the Guarantors, any
                 such Subsidiary Borrower and the Administrative Agent, of a
                 Joinder Agreement providing for any such Subsidiary to become a
                 Subsidiary Borrower, (B) delivery to the Administrative Agent
                 of (a) an opinion of counsel in respect of such additional
                 Subsidiary Borrower, (b) such other documents with respect
                 thereto as the Administrative Agent shall reasonably request
                 and (c) the written approval of the Administrative Agent in its
                 sole discretion.

         (ii)    Schedule 1.1 will be automatically amended to remove any
                 Subsidiary as a Subsidiary Borrower upon (A) written notice by
                 the Company to the Administrative Agent to such effect and (B)
                 repayment in full of all outstanding Loans and all other
                 obligations pursuant to any Loan Document of such Subsidiary
                 Borrower.

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent, and no amendment of any provision relating to the LC Issuer shall be
effective without the written consent of the LC Issuer. The Administrative Agent
may waive payment of the fee required under Section 12.3.2 without obtaining the
consent of any other party to this Agreement.

         8.3.    Preservation of Rights. No delay or omission of the Lenders,
the LC Issuer or the Administrative Agent to exercise any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Default
or an acquiescence therein, and the making of a Credit Extension
notwithstanding the existence of a Default or the inability of any Borrower to
satify the conditions precedent to such Credit








                                       41
<PAGE>   42


Extension shall not constitute any waiver or acquiescence. Any single or partial
exercise of any such right shall not preclude other or further exercise thereof
or the exercise of any other right, and no waiver, amendment or other variation
of the terms, conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by the Lenders required pursuant to Section 8.2,
and then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Administrative Agent, the LC Issuer and the Lenders
until the Obligations have been paid in full.



                                   ARTICLE IX

                               GENERAL PROVISIONS


         9.1.    Survival of Representations. All representations and warranties
of the Borrowers contained in this Agreement shall survive the making of the
Credit Extensions herein contemplated.

         9.2.    Governmental Regulation. Anything contained in this Agreement
to the contrary notwithstanding, neither the LC Issuer not any Lender shall be
obligated to extend credit to any Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.

         9.3.    Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         9.4.    Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrowers, the Administrative Agent, the
LC Issuer and the Lenders and supersede all prior agreements and understandings
among the Borrowers, the Administrative Agent, the LC Issuer and the Lenders
relating to the subject matter thereof other than the fee letters described in
Section 9.6 and 10.13.

         9.5.    Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Administrative Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns, provided, however, that
the parties hereto expressly agree that the Arranger shall enjoy the benefits of
the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set
forth therein and shall have the right to enforce such provisions on its own
behalf and in its own name to the same extent as if it were a party to this
Agreement.

         9.6.    Expenses; Indemnification. (i) The Borrowers shall reimburse
the Administrative Agent and the Arranger for any costs, internal charges and
out-of-pocket expenses (including attorneys' fees and time charges of attorneys
for the Administrative Agent, which attorneys may be employees of the
Administrative Agent subject to any letter agreement regarding any fee cap
arrangements between the Company and counsel to the Administrative Agent) paid
or incurred by the Administrative Agent or the Arranger in connection with the
preparation, negotiation, execution, delivery, syndication, review, amendment,
modification, and administration of the Loan Documents. The Borrowers also agree
to reimburse the Administrative Agent, the Arranger, the LC Issuer and the
Lenders for any costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for the Administrative Agent, the
Arranger, the LC Issuer and the Lenders, which attorneys may be employees of the
Administrative Agent, the Arranger, the LC Issuer or the Lenders) paid or
incurred by the Administrative Agent, the Arranger, the LC Issuer or any Lender
in






                                       42
<PAGE>   43




connection with the collection and enforcement of the Loan Documents. Expenses
being reimbursed by the Company under this Section include, without limitation,
costs and expenses incurred in connection with the Reports described in the
following sentence. Each Borrower acknowledges that from time to time Bank One
may prepare and may distribute to the Lenders (but shall have no obligation or
duty to prepare or to distribute to the Lenders) certain audit reports (the
"Reports") pertaining to the Borrower's assets for internal use by Bank One from
information furnished to it by or on behalf of a Borrower, after Bank One has
exercised its rights of inspection pursuant to this Agreement.

         (ii)    Each Borrower hereby further agrees to indemnify the
Administrative Agent, the Arranger, the LC Issuer and each Lender, its
directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the
Administrative Agent, the Arranger, the LC Issuer or any Lender is a party
thereto) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby or the
direct or indirect application or proposed application of the proceeds of any
Credit Extension hereunder except to the extent that they are determined in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of, or violation of
applicable laws or any of the Loan Document by, the party seeking
indemnification. The obligations of the Borrowers under this Section 9.6 shall
survive the termination of this Agreement.

         9.7.    Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent may furnish one to
each of the Lenders.

         9.8.    Accounting Interpretation. Except as provided to the contrary
herein, all accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles, except that any calculation or determination which is to be made on
a consolidated basis shall be made for the Company and all its Subsidiaries,
including those Subsidiaries, if any, which are unconsolidated on the Company's
audited financial statements. In the event that the Company or the Required
Lenders believe that there has been a change in generally accepted accounting
principles from those utilized in preparing the financial statements referred to
in Section 5.4 which materially affect (whether favorably or adversely)
compliance under Article VI of this Agreement, each of the Lenders and the
Borrowers agrees to negotiate an amendment to this Agreement to bring the
Borrowers into substantially the same compliance with respect to Article VI
immediately preceding such change in generally accepted accounting principles.
If no resolution of such item or items of compliance is effected, the Borrowers
and the Lenders agree, for the purposes of the disputed item or items only, to
determine compliance by using Agreement Accounting Principles. All financial
covenants hereunder shall be calculated for all purposes, including without
limitation calculation of the Applicable Margin and Applicable Fee Rate, on a
Pro Forma Basis acceptable to the Administrative Agent except to the extent
otherwise required hereunder. No Borrowers will change its fiscal year. For
purposes of Article VI and VII (including any baskets or limitations expressed
in Dollars therein) of this Agreement, any Indebtedness, Investment or other
amount made, outstanding or incurred in any currency other than Dollars shall be
deemed to be the Dollar Equivalent thereof. Each Borrower further agrees to take
all necessary and reasonable action to permit the Administrative Agent and the
Lenders to rely on the audited financial statements of the Borrower and its
Subsidiaries, including without limitation obtaining any acknowledgements or
other consents from the Borrowers' auditors as may be required under applicable
law and are customarily available.

         9.9.    Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation,





                                       43
<PAGE>   44







enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

         9.10.   Nonliability of Lenders. The relationship between the Borrowers
on the one hand and the Lenders, the LC Issuer and the Administrative Agent on
the other hand shall be solely that of borrower and lender. Neither the
Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any
fiduciary responsibilities to any Borrower. Neither the Administrative Agent,
the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any
Borrower to review or inform any Borrower of any matter in connection with any
phase of the Borrower's business or operations. Each Borrower agrees that
neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender
shall have liability to any Borrower (whether sounding in tort, contract or
otherwise) for losses suffered by any Borrower in connection with, arising out
of, or in any way related to, the transactions contemplated and the relationship
established by the Loan Documents, or any act, omission or event occurring in
connection therewith, unless it is determined in a final non-appealable judgment
by a court of competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which recovery is sought.
Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender
shall have any liability with respect to, and each Borrower hereby waives,
releases and agrees not to sue for, any special, indirect or consequential
damages suffered by such Borrower in connection with, arising out of, or in any
way related to the Loan Documents or the transactions contemplated thereby.

         9.11.   Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from any Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.4. Each Lender shall endeavor to give prior notice to
the Company of any disclosure pursuant to foregoing clauses (iv) or (v). A
determination by a Lender or the Administrative Agent as to the application of
the circumstances described in the foregoing clauses (i) - (vii) shall be
conclusive in good faith.

         9.12.   Nonreliance. Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System) for the repayment of the
Credit Extensions provided for herein.

         9.13    Joint and Several Obligations; Contribution Rights; Savings
Clause. (a) Notwithstanding anything to the contrary set forth herein or in any
Note or in any other Loan Document, the obligations of the Domestic Borrowers
hereunder and under the Notes and the other Loan Documents are joint and
several.

                 (b)   If any Borrower makes a payment in respect of the
Obligations it shall have the rights of contribution set forth below against the
other Borrowers; provided that no Borrower shall exercise its right of
contribution until all the Obligations shall have been finally paid in full in
cash. If any Borrower makes a payment in respect of the Obligations that is
smaller in proportion to its Payment Share (as hereinafter defined) than such
payments made by the other Borrowers are in proportion to the amounts of their
respective Payment Shares, the Borrower making such proportionately smaller
payment shall, when permitted by the preceding sentence, pay to the other
Borrowers an amount such that the net payments made by the Borrower in respect
of the Obligations shall be shared among the Borrowers pro rata in proportion to
their respective Payment Shares. If any Borrower receives any payment that is
greater in proportion to the amount of its Payment Shares than the payments
received by the other Borrowers are in proportion to the amounts of their
respective Payment Shares, the Borrower receiving such proportionately greater
payment shall, when permitted by the second preceding sentence, pay to the other
Borrowers an amount such that the payments received by the Borrowers shall be
shared





                                       44
<PAGE>   45




among the Borrowers pro rata in proportion to their respective Payment Shares.
Notwithstanding anything to the contrary contained in this paragraph or in this
Agreement, no liability or obligation of any Borrower that shall accrue pursuant
to this paragraph shall be paid nor shall it be deemed owed pursuant to this
paragraph until all of the Obligations shall be finally paid in full in cash.

         For purposes hereof, the "Payment Share" of each Borrower shall be the
sum of (a) the aggregate proceeds of the Obligations received by such Borrower
plus (b) the product of (i) the aggregate Obligations remaining unpaid on the
date such Obligations become due and payable in full, whether by stated
maturity, acceleration, or otherwise (the "Determination Date") reduced by the
amount of such Obligations attributed to such Borrower pursuant to clause (a)
above, times (ii) a fraction, the numerator of which is such Borrower's net
worth on the effective date of this Agreement (determined as of the end of the
immediately preceding fiscal reporting period of such Borrower), and the
denominator of which is the aggregate net worth of all Borrowers on such
effective date.

                 (c)   It is the intent of each Borrower, the Administrative
Agent and the Lenders that each Borrower's maximum Bank Obligations shall be,
but not in excess of:

                       (i)   in a case or  proceeding  commenced by or against
such Borrower under the Bankruptcy Code on or within one year from the date on
which any of the Obligations are incurred, the maximum amount that would not
otherwise cause the Obligations (or any other obligations of such Borrower to
the Administrative Agent and the Lenders) to be avoidable or unenforceable
against such Borrower under (A) Section 548 of the Bankruptcy Code or (B) any
state fraudulent transfer or fraudulent conveyance act or statute applied in
such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or

                       (ii)  in a case or proceeding  commenced by or against
such Borrower under the Bankruptcy Code subsequent to one year from the date on
which any of the Obligations are incurred, the maximum amount that would not
otherwise cause the Obligations (or any other obligations of such Borrower to
the Administrative Agent and the Lenders) to be avoidable or unenforceable
against such Borrower under any state fraudulent transfer or fraudulent
conveyance act or statute applied in any such case or proceeding by virtue of
Section 544 of the Bankruptcy Code;

                       (iii) in a case or proceeding commenced by or against
such Borrower under any law, statute or regulation other than the Bankruptcy
Code (including, without limitation, any other bankruptcy, reorganization,
arrangement, moratorium, readjustment of debt, dissolution, liquidation or
similar debtor relief laws), the maximum amount that would not otherwise cause
the Obligations (or any other obligations of such Borrower to the Administrative
Agent and the Lenders) to be avoidable or unenforceable against such Borrower
under such law, statute or regulation including, without limitation, any state
fraudulent transfer or fraudulent conveyance act or statute applied in any such
case or proceeding.

                  (d)  The Domestic Borrowers acknowledge and agree that they
have requested that the Lenders make credit available to the Borrowers with each
Domestic Borrower expecting to derive benefit, directly and indirectly, from the
loans and other credit extended by the Banks to the Borrowers.

                  (e)  The joint and several obligations of the Domestic
Borrowers described in this Section 9.13 shall remain in full force and effect
without regard to and shall not be released, affected or impaired by: (i) any
amendment, assignment, transfer, modification of or addition or supplement to
the Obligations, this Agreement, any Note or any other Loan Document, except to
the extent any such amendment, assignment, transfer or modification specifically
relates to the matters set forth in Section 9.13; (ii) any extension,
indulgence, increase in the Obligations or other action or inaction in respect
of any of the Loan Documents or otherwise with respect to the Obligations, or
any acceptance of security for, or guaranties of, any of the Obligations or Loan
Documents, or any surrender, release, exchange, impairment or alteration of any
such security or guaranties






                                       45
<PAGE>   46



including without limitation the failing to perfect a security interest in any
such security or abstaining from taking advantage or of realizing upon any
guaranties or upon any security interest in any such security; (iii) any default
by any Borrower under, or any lack of due execution, invalidity or
unenforceability of, or any irregularity or other defect in, any of the Loan
Documents; (iv) any waiver by the Lenders or any other person of any required
performance or otherwise of any condition precedent or waiver of any requirement
imposed by any of the Loan Documents, any guaranties or otherwise with respect
to the Obligations; (v) any exercise or non-exercise of any right, remedy, power
or privilege in respect of this Agreement or any of the other Loan Documents;
(vi) any sale, lease, transfer or other disposition of the assets of any
Borrower or any consolidation or merger of any Borrower with or into any other
person, corporation, or entity, or any transfer or other disposition by any
Borrower or any other holder of any shares of capital stock of any Borrower;
(vii) any bankruptcy, insolvency, reorganization or similar proceedings
involving or affecting any Borrower; (viii) the release or discharge of any
Borrower from the performance or observance of any agreement, covenant, term or
condition under any of the Obligations or contained in any of the Loan Documents
by operation of law; or (ix) any other cause whether similar or dissimilar to
the foregoing which, in the absence of this provision, would release, affect or
impair the obligations, covenants, agreements and duties of any Borrower
hereunder, including without limitation any act or omission by the
Administrative Agent, or any Lender or any other any person which increases the
scope of such Borrower's risk; and in each case described in this paragraph
whether or not any Borrower shall have notice or knowledge of any of the
foregoing, each of which is specifically waived by each Borrower. Each Borrower
warrants to the Lenders that it has adequate means to obtain from each other
Borrower on a continuing basis information concerning the financial condition
and other matters with respect to the Borrowers and that it is not relying on
the Administrative Agent or the Lenders to provide such information either now
or in the future.

         9.14    Waivers, Etc. Each Borrower unconditionally waives: (a) notice
of any of the matters referred to in Section 9.13(e) above; (b) all notices
which may be required by statute, rule or law or otherwise to preserve any
rights of the Administrative Agent, or the Lender, including, without
limitation, presentment to and demand of payment or performance from the other
Borrowers and protect for non-payment or dishonor; (c) any right to the exercise
by the Administrative Agent, or any Lender of any right, remedy, power or
privilege in connection with any of the Loan Documents; (d) any requirement that
the Administrative Agent, or any Lender, in the event of any default by any
Borrower, first make demand upon or seek to enforce remedies against, such
Borrower or any other Borrower before demanding payment under or seeking to
enforce this Agreement against any other Borrower; (e) any right to notice of
the disposition of any security which the Administrative Agent, or any Lender
may hold from any Borrower or otherwise and any right to object to the
commercial reasonableness of the disposition of any such security; and (f) all
errors and omissions in connection with the Administrative Agent, or the
Lender's administration of any of the Obligations, any of the Loan Documents',
or any other act or omission of the Administrative Agent, or any Lender which
changes the scope of the Borrower's risk, except as a result of the gross
negligence or willful misconduct of the Administrative Agent or any Lender. The
obligations of each Borrower hereunder shall be complete and binding forthwith
upon the execution of this Agreement and subject to no condition whatsoever,
precedent or otherwise, and notice of acceptance hereof or action in reliance
hereon shall not be required.


         9.15    Power of Attorney. Each Subsidiary Borrower hereby grants to
the Company an irrevocable power of attorney to act as its attorney-in-fact with
regard to matters relating to this Agreement and each other Loan Document,
including, without limitation, execution and delivery of any amendments,
supplements, waivers or other modifications hereto or thereto, receipt of any
notices hereunder or thereunder and receipt of service of process in connection
herewith or therewith. Each Subsidiary Borrower hereby explicitly acknowledges
that the Administrative Agent and each Lender has executed and delivered this
Agreement and each other Loan Document to which it is a party, and has performed
its obligations under this Agreement and each other Loan Document to which it is
a party, in reliance upon the irrevocable grant of such power of attorney
pursuant to this subsection. The power of attorney granted by each Subsidiary
Borrower hereunder is coupled with an interest.






                                       46
<PAGE>   47


         9.16    Interest Rate Limitation. Notwithstanding any provisions of the
Loan Document, in no event shall the amount of interest paid or agreed to be
paid by any Borrower exceed an amount computed at the highest rate of interest
permissible under applicable law. If, from any circumstances whatsoever,
fulfillment of any provision of the Loan Document at the time performance of
such provision shall be due, shall involve exceeding the interest rate
limitation validly prescribed by law which a court of competent jurisdiction may
deem applicable hereto, then, ipso facto, the obligations to be fulfilled shall
be reduced to an amount computed at the highest rate of interest permissible
under applicable law, and if for any reason whatsoever any Lender shall ever
receive as interest an amount which would be deemed unlawful under such
applicable law such interest shall be automatically applied to the payment of
principal of the Loans outstanding hereunder (whether or not then due and
payable) and not to the payment of interest, or shall be refunded to the
Borrowers if such principal and all other obligations of the Borrowers to the
Lenders have been paid in full.



                                    ARTICLE X

                                    THE AGENT


         10.1.   Appointment; Nature of Relationship. Bank One, Michigan is
hereby appointed by each of the Lenders as its contractual representative
(herein referred to as the "Administrative Agent") hereunder and under each
other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Article X.
Notwithstanding the use of the defined term "Administrative Agent," it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary responsibilities to any Lender by reason of this Agreement or any
other Loan Document and that the Administrative Agent is merely acting as the
contractual representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Administrative Agent
(i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders within the meaning of Section 9-105 of the
Uniform Commercial Code and (iii) is acting as an independent contractor, the
rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. Each of the Lenders hereby agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.

         10.2.   Powers. The Administrative Agent shall have and may exercise
such powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by the Administrative Agent.

         10.3.   General Immunity. Neither the Administrative Agent nor any of
its directors, officers, agents or employees shall be liable to any Borrower,
the Lenders or any Lender for any action taken or omitted to be taken by it or
them hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from
the gross negligence or willful misconduct of such Person.

         10.4.   No Responsibility for Loans, Recitals, etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or





                                       47
<PAGE>   48




verify (a) any statement, warranty or representation made in connection with any
Loan Document or any borrowing hereunder; (b) the performance or observance of
any of the covenants or agreements of any obligor under any Loan Document,
including, without limitation, any agreement by an obligor to furnish
information directly to each Lender; (c) the satisfaction of any condition
specified in Article IV, except receipt of items required to be delivered solely
to the Administrative Agent; (d) the existence or possible existence of any
Default or Unmatured Default; (e) the validity, enforceability, effectiveness,
sufficiency or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith; (f) the value, sufficiency, creation,
perfection or priority of any Lien in any collateral security; or (g) the
financial condition of any Borrower or any Guarantor of any of the Obligations
or of any Borrower's or any such Guarantor's respective Subsidiaries. The
Administrative Agent shall have no duty to disclose to the Lenders information
that is not required to be furnished by any Borrower to the Administrative Agent
at such time, but is voluntarily furnished by any Borrower to the Administrative
Agent (either in its capacity as Administrative Agent or in its individual
capacity).

         10.5.   Action on Instructions of Lenders. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders, and such instructions and any
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders. The Lenders hereby acknowledge that the Administrative Agent shall be
under no duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Agreement or any other Loan Document unless
it shall be requested in writing to do so by the Required Lenders. The
Administrative Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

         10.6.   Employment of Agents and Counsel. The Administrative Agent may
execute any of its duties as Administrative Agent hereunder and under any other
Loan Document by or through employees, agents, and attorneys-in-fact and shall
not be answerable to the Lenders, except as to money or securities received by
it or its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The Administrative Agent
shall be entitled to advice of counsel concerning the contractual arrangement
between the Administrative Agent and the Lenders and all matters pertaining to
the Administrative Agent's duties hereunder and under any other Loan Document.

         10.7.   Reliance on Documents; Counsel. The Administrative Agent shall
be entitled to rely upon any Note, notice, consent, certificate, affidavit,
letter, telegram, statement, paper or document believed by it to be genuine and
correct and to have been signed or sent by the proper person or persons, and, in
respect to legal matters, upon the opinion of counsel selected by the
Administrative Agent, which counsel may be employees of the Administrative
Agent.

         10.8.   Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Commitments (or, if the Commitments have been
terminated, in proportion to their Commitments immediately prior to such
termination) (i) for any amounts not reimbursed by the Borrowers for which the
Administrative Agent is entitled to reimbursement by the Borrowers under the
Loan Documents, (ii) for any other expenses incurred by the Administrative Agent
on behalf of the Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents (including,
without limitation, for any expenses incurred by the Administrative Agent in
connection with any dispute between the Administrative Agent and any Lender or
between two or more of the Lenders) and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions





                                       48
<PAGE>   49



contemplated thereby (including, without limitation, for any such amounts
incurred by or asserted against the Administrative Agent in connection with any
dispute between the Administrative Agent and any Lender or between two or more
of the Lenders), or the enforcement of any of the terms of the Loan Documents or
of any such other documents, provided that (i) no Lender shall be liable for any
of the foregoing to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the Administrative Agent and
(ii) any indemnification required pursuant to Section 3.5(vii) shall,
notwithstanding the provisions of this Section 10.8, be paid by the relevant
Lender in accordance with the provisions thereof. The obligations of the Lenders
under this Section 10.8 shall survive payment of the Obligations and termination
of this Agreement.

         10.9.   Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Unmatured
Default hereunder unless the Administrative Agent has received written notice
from a Lender or a Borrower referring to this Agreement describing such Default
or Unmatured 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.

         10.10.  Rights as a Lender. In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers hereunder
and under any other Loan Document with respect to its Commitment and its Loans
as any Lender and may exercise the same as though it were not the Administrative
Agent, and the term "Lender" or "Lenders" shall, at any time when the
Administrative Agent is a Lender, unless the context otherwise indicates,
include the Administrative Agent in its individual capacity. The Administrative
Agent and its Affiliates may accept deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with the
Company or any of its Subsidiaries in which the Company or such Subsidiary is
not restricted hereby from engaging with any other Person.

         10.11.  Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arranger
or any other Lender and based on the financial statements prepared by the
Company and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, the Arranger 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 decisions in taking or not taking
action under this Agreement and the other Loan Documents.

         10.12.  Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Company, such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five days after the retiring Administrative Agent gives notice
of its intention to resign. The Administrative Agent may be removed at any time
with or without cause by written notice received by the Administrative Agent
from the Required Lenders, such removal to be effective on the date specified by
the Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint, on behalf of the Borrowers and the Lenders, a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders within thirty days after the resigning
Administrative Agent's giving notice of its intention to resign, then the
resigning Administrative Agent may appoint, on behalf of the Borrowers and the
Lenders, a successor Administrative Agent. Notwithstanding the previous
sentence, the Administrative Agent may at any time without the consent of any
Borrower or any Lender, appoint any of its Affiliates which is a commercial bank
as a successor Administrative Agent hereunder. If the Administrative Agent has
resigned or been removed and no successor Administrative Agent has been
appointed, the Lenders may perform all the duties of the Administrative Agent
hereunder and the Borrowers shall make all payments in respect of the
Obligations to the applicable Lender and for all other purposes shall deal
directly with the





                                       49
<PAGE>   50


Lenders. No successor Administrative Agent shall be deemed to be appointed
hereunder until such successor Administrative Agent has accepted the
appointment. Any such successor Administrative Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning or removed Administrative Agent. Upon the effectiveness of the
resignation or removal of the Administrative Agent, the resigning or removed
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents. After the effectiveness of the
resignation or removal of an Administrative Agent, the provisions of this
Article X shall continue in effect for the benefit of such Administrative Agent
in respect of any actions taken or omitted to be taken by it while it was acting
as the Administrative Agent hereunder and under the other Loan Documents. In the
event that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this Section 10.12, then the term "Corporate Base Rate" as used in this
Agreement shall mean the prime rate, base rate or other analogous rate of the
new Administrative Agent.

         10.13.  Administrative Agent's Fee. The Company agrees to pay to the
Administrative Agent, for its own account, the fees agreed to by the Company and
the Administrative Agent pursuant to a letter agreement, or as otherwise agreed
from time to time.

         10.14.  Delegation to Affiliates. The Borrowers and the Lenders agree
that the Administrative Agent may delegate any of its duties under this
Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's
directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under Articles IX and X.

         10.15   Other Agents. No Lender identified on the facing page of this
Agreement or otherwise designated pursuant hereto at any time as "Documentation
Agent", "Syndication Agent" or "Managing Agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as Lenders. Without limiting the foregoing, no
Lender so identified as a "Documentation Agent", "Syndication Agent" or
"Managing Agent" or the Arranger shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any Lender so identified or the Arranger in deciding to
enter into this Agreement or in taking or not taking action hereunder, and any
Lender so identified and the Arranger shall be entitled to the same
indemnifications and other protections as provided in this Article X for the
Administrative Agent.


                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS


         11.1.   Setoff. In addition to, and without limitation of, any rights
of the Lenders under applicable law, if any Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of any Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part hereof, shall then be due.

         11.2.   Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Outstanding Credit Exposure which is
then due and owing (other than payments received pursuant to Section 3.1, 3.2,
3.4 or 3.5) in a greater proportion than that received by any other Lender, such
Lender agrees,




                                       50
<PAGE>   51



promptly upon demand, to purchase a portion of the Aggregate Outstanding Credit
Exposure held by the other Lenders so that after such purchase each Lender will
hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any
Lender, whether in connection with setoff or amounts which might be subject to
setoff or otherwise, receives collateral or other protection for its Obligations
or such amounts which may be subject to setoff, such Lender agrees, promptly
upon demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Pro Rata
Shares of the Aggregate Outstanding Credit Exposure. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.



                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


         12.1.   Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (i) no
Borrower shall have the right to assign its rights or obligations under the Loan
Documents and (ii) any assignment by any Lender must be made in compliance with
Section 12.3. Notwithstanding clause (ii) of this Section, any Lender may at any
time, without the consent of any Borrower or the Administrative Agent, assign
all or any portion of its rights under this Agreement and any Note to a Federal
Reserve Bank; provided, however, that no such assignment to a Federal Reserve
Bank shall release the transferor Lender from its obligations hereunder. The
Administrative Agent may treat the Person which made any Loan or which holds any
Note as the owner thereof for all purposes hereof unless and until such Person
complies with Section 12.3 in the case of an assignment thereof or, in the case
of any other transfer, a written notice of the transfer is filed with the
Administrative Agent. Any assignee or transferee of the rights to any Loan or
any Note agrees by acceptance of such transfer or assignment to be bound by all
the terms and provisions of the Loan Documents. Any request, authority or
consent of any Person, who at the time of making such request or giving such
authority or consent is the owner of the rights to any Loan (whether or not a
Note has been issued in evidence thereof), shall be conclusive and binding on
any subsequent holder, transferee or assignee of the rights to such Loan.

         12.2.   Participations.

                 12.2.1.  Permitted Participants; Effect. 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") participating interests in any Outstanding Credit
         Exposure owing to such Lender, any Note held by such Lender, any
         Commitment of such Lender or any other interest of such Lender under
         the Loan Documents. In the event of any such sale by a Lender of
         participating interests to a Participant, such Lender's obligations
         under the Loan Documents shall remain unchanged, such Lender shall
         remain solely responsible to the other parties hereto for the
         performance of such obligations, such Lender shall remain the owner of
         its Outstanding Credit Exposure and the holder of any Note issued to it
         in evidence thereof for all purposes under the Loan Documents, all
         amounts payable by the Borrowers under this Agreement shall be
         determined as if such Lender had not sold such participating interests,
         and the 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 the Loan Documents.

                  12.2.2. Voting Rights. Each Lender shall retain the sole right
         to approve, without the consent of any Participant (other than any
         Participant which is an affiliate of any Lender), any amendment,







                                       51
<PAGE>   52





         modification or waiver of any provision of the Loan Documents other
         than any amendment, modification or waiver with respect to any Credit
         Extension or Commitment in which such Participant has an interest which
         forgives principal, interest, fees or any Reimbursement Obligation or
         reduces the interest rate or fees payable with respect to any such
         Credit Extension or Commitment, extends the Facility Termination Date,
         postpones any date fixed for any regularly-scheduled payment of
         principal of or interest on any Loan in which such Participant has an
         interest, or any regularly scheduled payment of fees on any such Credit
         Extension or Commitment, releases any guarantor of any such Credit
         Extension or releases any collateral held in the Facility LC Collateral
         Account (except in accordance with the terms hereof) or all or
         substantially all of any other collateral, if any, securing any such
         Credit Extension.

                  12.2.3. Benefit of Setoff. Each Borrower agrees that each
         Participant shall be deemed to have the right of setoff provided in
         Section 11.1 in respect of its participating interest in amounts owing
         under the Loan Documents to the same extent as if the amount of its
         participating interest were owing directly to it as a Lender under the
         Loan Documents, provided that each Lender shall retain the right of
         setoff provided in Section 11.1 with respect to the amount of
         participating interests sold to each Participant. The Lenders agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender.

         12.3.    Assignments.

                  12.3.1. Permitted Assignments. Any Lender may, in the ordinary
         course of its business and in accordance with applicable law, at any
         time assign to one or more banks or other entities ("Purchasers") all
         or any part of its rights and obligations under the Loan Documents.
         Such assignment shall be substantially in the form of Exhibit K or in
         such other form as may be agreed to by the parties thereto. The consent
         of the Company and the Administrative Agent shall be required prior to
         an assignment becoming effective with respect to a Purchaser which is
         not a Lender or an Affiliate thereof; provided, however, that if a
         Default has occurred and is continuing, the consent of the Company
         shall not be required. Such consent shall not be unreasonably withheld
         or delayed. Each such assignment with respect to a Purchaser which is
         not a Lender or an Affiliate thereof shall (unless each of the Company
         and the Administrative Agent otherwise consents) be in an amount not
         less than the lesser of (i) $5,000,000 or (ii) the remaining amount of
         the assigning Lender's Commitment (calculated as at the date of such
         assignment) or outstanding Loans (if the applicable Commitment has been
         terminated).

                  12.3.2. Effect; Closing Date. Upon (i) delivery to the
         Administrative Agent of an assignment, together with any consents
         required by Section 12.3.1, and (ii) payment of a $3,500 fee to the
         Administrative Agent for processing such assignment (unless such fee is
         waived by the Administrative Agent), such assignment shall become
         effective on the Closing Date specified in such assignment. The
         assignment shall contain a representation by the Purchaser to the
         effect that none of the consideration used to make the purchase of the
         Commitment and Outstanding Credit Exposure under the applicable
         assignment agreement constitutes "plan assets" as defined under ERISA
         and that the rights and interests of the Purchaser in and under the
         Loan Documents will not be "plan assets" under ERISA. On and after the
         Closing Date of such assignment, such Purchaser shall for all purposes
         be a Lender party to this Agreement and any other Loan Document
         executed by or on behalf of the Lenders and shall have all the rights
         and obligations of a Lender under the Loan Documents, to the same
         extent as if it were an original party hereto, and no further consent
         or action by the Company, the Lenders or the Administrative Agent shall
         be required to release the transferor Lender with respect to the
         percentage of the Aggregate Commitment and Outstanding Credit Exposure
         assigned to such Purchaser. Upon the consummation of any assignment to
         a Purchaser pursuant to this Section 12.3.2, the transferor Lender,





                                       52
<PAGE>   53


         the Administrative Agent and the Company shall, if the transferor
         Lender or the Purchaser desires that its Loans be evidenced by Notes,
         make appropriate arrangements so that new Notes or, as appropriate,
         replacement Notes are issued to such transferor Lender and new Notes
         or, as appropriate, replacement Notes, are issued to such Purchaser, in
         each case in principal amounts reflecting their respective Commitments,
         as adjusted pursuant to such assignment.

         12.4.  Dissemination of Information. Each Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

         12.5.  Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).



                                  ARTICLE XIII

                                     NOTICES


         13.1.  Notices. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of any Borrower or the Administrative Agent, at its address or
facsimile number set forth on the signature pages hereof, (y) in the case of any
Lender, at its address or facsimile number set forth in its administrative
questionnaire or (z) in the case of any party, at such other address or
facsimile number as such party may hereafter specify for the purpose by notice
to the Administrative Agent and the Company in accordance with the provisions of
this Section 13.1. Each such notice, request or other communication shall be
effective (i) if given by facsimile transmission, when transmitted to the
facsimile number specified in this Section and confirmation of receipt is
received, (ii) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid, addressed as aforesaid, or (iii)
if given by any other means, when delivered (or, in the case of electronic
transmission, received) at the address specified in this Section; provided that
notices to the Administrative Agent under Article II shall not be effective
until received.

         13.2.  Change of Address. The Borrowers, the Administrative Agent and
any Lender may each change the address for service of notice upon it by a notice
in writing to the other parties hereto.



                                   ARTICLE XIV

                                  COUNTERPARTS


         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such





                                       53
<PAGE>   54


counterpart. This Agreement shall be effective when it has been executed by the
Borrowers, the Administrative Agent, the LC Issuer and the Lenders and each
party has notified the Administrative Agent by facsimile transmission or
telephone that it has taken such action.



                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.


         15.1.  CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (BUT WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF MICHIGAN.

         15.2.  CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
MICHIGAN STATE COURT SITTING IN DETROIT, MICHIGAN IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE LC ISSUER
OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY
OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE
ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE
ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN DETROIT, MICHIGAN.

         15.3.  WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT, THE LC ISSUER
AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.





                                       54
<PAGE>   55



         IN WITNESS WHEREOF, the Borrowers, the Lenders, the LC Issuer and the
Administrative Agent have executed this Agreement as of the date first above
written.


                                   KAYDON CORPORATION


                                   By:
                                      ------------------------------------------
                                          Brian Campbell
                                          Title: Chairman and President

                                          315 East Eisenhower Parkway,
                                          Suite 300
                                          Ann Arbor, Michigan
                                          Attention: Chairman
                                          Telephone:  (734) 747-7025
                                          Facsimile:  (734) 747-6928

                                   KAYDON RING AND SEAL, INC.
                                   ELECTRO-TEC CORP.
                                   THE COOPER SPLIT ROLLER BEARING CORP.
                                   INDUSTRIAL TECTONICS, INC
                                   KAYDON ACQUISITION CORP. III
                                   KAYDON ACQUISITION CORP. V
                                   KAYDON ACQUISITION VII, INC.
                                   GREAT BEND INDUSTRIES, INC.
                                   KAYDON ACQUISITION IX, INC.


                                   By:
                                      ------------------------------------------
                                          Brian Campbell
                                          Title: President of each of the
                                          entities above

                                          315 East Eisenhower Parkway,
                                          Suite 300
                                          Ann Arbor, Michigan
                                          Attention: President
                                          Telephone:  (734) 747-7025
                                          Facsimile:  (734) 747-6928






                                       55
<PAGE>   56



         COMMITMENT
                                   BANK ONE, MICHIGAN, Individually as
         $75,000,000               a Lender and as Administrative Agent

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

                                               611 Woodward Avenue
                                               Detroit, Michigan  48226

                                          Attention:
                                          Telephone:       (313) 225-
                                          Facsimile:       (313) 225-


         $50,000,000               WACHOVIA BANK, Individually as a Lender
                                   and as Syndication Agent

                                   By:
                                      ------------------------------------------
                                   Title:
                                         ---------------------------------------
                                               191 Peachtree Street NE
                                               Atlanta, Georgia  30303

                                          Attention:  Kathryn Proctor
                                          Telephone:       (404) 332-4036
                                          Facsimile:       (404) 332-6898

         $50,000,000               SUNTRUST BANK, TAMPA BAY, Individually
                                   as a Lender and as Documentation Agent

                                   By:
                                      ------------------------------------------
                                   Print Name:
                                              ----------------------------------
                                   Title:
                                         ---------------------------------------
                                   Notices for Business and/or Credit Matters:
                                               401 East Jackson St., 20th Floor
                                               Tampa, Florida  33602

                                          Attention:  Donald J. Campisano
                                          Corporate & Investment Banking
                                          Telephone:       (813) 224-2397
                                          Facsimile:       (813) 224-2833

                                   Notices for Administrative Matters:
                                          Attention:  Peggy Corbet
                                          Corporate & Investment Banking
                                          Telephone:       (407) 237-5028
                                          Facsimile:       (407) 237-5342





                                      56


<PAGE>   57

         $50,000,000               COMERICA BANK, Individually as a Lender
                                   and as Managing Agent

                                   By:
                                      ------------------------------------------
                                   Title:
                                         ---------------------------------------
                                               500 Woodward Ave., MC3268
                                               Detroit, Michigan  48226

                                          Attention:  David Bird
                                          Telephone:       (313) 222-5060
                                          Facsimile:       (313) 222-9514


         $25,000,000               THE NORTHERN TRUST COMPANY

                                   By:
                                      ------------------------------------------
                                   Title:
                                         ---------------------------------------
                                               50 S. LaSalle Street
                                               Chicago, Illinois  60675

                                          Attention:  Brian Beitz
                                          Telephone:       (312) 444-3987
                                          Facsimile:       (312) 444-7028


         $25,000,000               NATIONAL CITY BANK

                                   By:
                                      ------------------------------------------
                                   Title:
                                         ---------------------------------------
                                               1001 South Worth, R-J40-4A
                                               Birmingham, Michigan  48009

                                          Attention:  Carolann Morykwas
                                          Telephone:       (248) 901-2110
                                          Facsimile:       (248) 901-2033





                                       57
<PAGE>   58




         $25,000,000               THE BANK OF NEW YORK

                                   By:
                                      ------------------------------------------
                                   Title:
                                         ---------------------------------------
                                               One Wall Street
                                               New York, New York  10286

                                          Attention:  William Barnum
                                          Telephone:       (212) 635-1019
                                          Facsimile:       (212) 635-6434




         Total Commitments

         $300,000,000









                                       58