<PAGE>   1
                                                                    Exhibit 4.1



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

                                  $300,000,000

                                CREDIT AGREEMENT

                                      AMONG

                          GAYLORD CONTAINER CORPORATION

                                      WITH

                         BANKERS TRUST COMPANY, AS AGENT

                                       AND

                          VARIOUS LENDING INSTITUTIONS


                            DATED AS OF JUNE 19, 1998

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








<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page


<S>                                                                                                              <C>
ARTICLE I

         DEFINITIONS AND ACCOUNTING TERMS.........................................................................1
         1.1      Definitions.....................................................................................1
         1.2      Accounting Terms; Financial Statements.........................................................33

ARTICLE II

         AMOUNT AND TERMS OF CREDIT..............................................................................34
         2.1      The Commitments................................................................................34
                  (a)      Term Loans............................................................................34
                  (b)      Revolving Loans.......................................................................34
                  (c)      Swing Line Loans......................................................................35
         2.2      Notes..........................................................................................36
                  (a)      Evidence of Indebtedness..............................................................36
                  (b)      Notation of Payments..................................................................37
         2.3      Minimum Amount of Each Borrowing; Maximum Number of Borrowings.................................37
         2.4      Borrowing Options..............................................................................38
         2.5      Notice of Borrowing............................................................................38
         2.6      Conversion or Continuation.....................................................................39
         2.7      Disbursement of Funds..........................................................................39
         2.8      Pro Rata Borrowings............................................................................40
         2.9      Amount and Terms of Letter of Credit...........................................................40
                  (a)      Letter of Credit Commitments, Terms of Letters of Credit..............................40
                  (b)      Procedure for Issuance of Letters of Credit...........................................41
                  (c)      Draws upon Letters of Credit; Reimbursement Obligation................................42
                  (d)      Lenders' Participation in Letters of Credit...........................................42
                  (e)      Fees for Letters of Credit............................................................43
                  (f)      LC Obligations Unconditional..........................................................44
                  (g)      Indemnification.......................................................................44
                  (h)      Stated Amount.........................................................................45
                  (i)      Increased Costs.......................................................................45
                  (j)      Outstanding Letters of Credit.........................................................46

ARTICLE III

         INTEREST AND FEES.......................................................................................47
         3.1      Interest.......................................................................................47
</TABLE>


                                        i

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<TABLE>
<S>                                                                                                             <C>
                  (a)      Base Rate Loans.......................................................................47
                  (b)      Eurodollar Loans......................................................................47
                  (c)      Payment of Interest...................................................................47
                  (d)      Notification of Rate..................................................................47
                  (e)      Default Interest......................................................................48
                  (f)      Maximum Interest......................................................................48
         3.2      Fees...........................................................................................48
                  (a)      Commitment Fee........................................................................48
                  (b)      Agency Fees...........................................................................48
         3.3      Computation of Interest and Fees; Changes in Margins and Fees..................................49
         3.4      Interest Periods...............................................................................49
         3.5      Compensation for Funding Losses. ..............................................................50
         3.6      Increased Costs, Illegality, Etc...............................................................51
                  (a)      Generally.............................................................................51
                  (b)      Eurodollar Loans. ....................................................................52
                  (c)      Capital Requirements..................................................................52
                  (d)      Change of Lending Office..............................................................53
         3.7      Replacement of Affected Lenders................................................................53

ARTICLE IV

         REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS......................................................54
         4.1      Voluntary Reduction of Commitments.............................................................54
         4.2      Mandatory Reductions of Commitments............................................................55
                  (a)      Reduction of Revolving Commitment.....................................................55
                  (b)      Reduction of Term Commitments.........................................................55
                  (c)      Proportionate Reductions..............................................................55
                  (d)      Reduction of Commitments..............................................................55
                  (e)      Reductions Following Term Loan Repayments.  ..........................................55
         4.3      Voluntary Prepayments..........................................................................55
         4.4      Mandatory Prepayments..........................................................................56
                  (a)      Prepayment Upon Overadvance...........................................................56
                  (b)      Scheduled Term Repayments.............................................................57
                  (c)      Mandatory Prepayment Upon Asset Disposition...........................................57
                  (d)      Mandatory Prepayment With Excess Cash Flow............................................57
                  (e)      Mandatory Payment With Proceeds of Capital Stock......................................57
                  (f)      Mandatory Prepayment Upon Incurrence of Indebtedness.  ...............................57
                  (g)      Mandatory Prepayment Upon Recovery Event..............................................58
         4.5      Application of Prepayments.....................................................................59
                  (a)      Prepayments...........................................................................59
                  (b)      Payments..............................................................................59
         4.6      Method and Place of Payment....................................................................59
         4.7      Net Payments...................................................................................60
</TABLE>


                                       ii

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<TABLE>
<S>                                                                                                             <C>
ARTICLE V

         CONDITIONS OF CREDIT....................................................................................62
         5.1      Conditions Precedent to the Initial Borrowing..................................................62
                  (a)      Credit Agreement and Notes............................................................62
                  (b)      Security Agreement....................................................................63
                  (c)      Pledge Agreement......................................................................63
                  (d)      Mortgages; Title Insurance; Survey....................................................64
                  (e)      Opinions of Counsel...................................................................64
                  (f)      Officer's Certificate.................................................................65
                  (g)      Secretary's Certificate...............................................................65
                  (h)      Intentionally Omitted.................................................................65
                  (i)      Adverse Change........................................................................65
                  (j)      Approvals.............................................................................65
                  (k)      Litigation............................................................................66
                  (l)      Fees..................................................................................66
                  (m)      Insurance.  ..........................................................................66
                  (n)      Appointment of Agent..................................................................66
                  (o)      Pro Forma Balance Sheet...............................................................66
                  (p)      Termination of Existing Credit Agreement..............................................66
                  (q)      Existing Indebtedness.................................................................67
                  (r)      Tax and Accounting Aspects of Transactions/Capital Structure.  .......................67
                  (s)      Other Matters.........................................................................67
         5.2      Conditions Precedent to All Credit Events......................................................67
                  (a)      Representations and Warranties........................................................67
                  (b)      No Default............................................................................68
                  (c)      Notice of Borrowing; Letter of Credit Request.........................................68
                  (d)      Adverse Change........................................................................68
                  (e)      Other Information.....................................................................68

ARTICLE VI

         REPRESENTATIONS AND WARRANTIES..........................................................................68
         6.1      Corporate Status...............................................................................69
         6.2      Corporate Power and Authority..................................................................69
         6.3      No Violation...................................................................................69
         6.4      Governmental and Other Approvals...............................................................69
         6.5      Financial Statements; Financial Condition; Undisclosed
                  Liabilities Projections; etc...................................................................70
                  (a)      Financial Statements..................................................................70
                  (b)      Solvency..............................................................................70
                  (c)      No Undisclosed Liabilities............................................................70
</TABLE>


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<TABLE>
<S>                                                                                                             <C>
                  (d)      Indebtedness..........................................................................71
                  (e)      Projections...........................................................................71
         6.6      Litigation.....................................................................................71
         6.7      True and Complete Disclosure...................................................................71
         6.8      Use of Proceeds; Margin Regulations............................................................72
                  (a)      Term Loan Proceeds....................................................................72
                  (b)      Revolving Loan Proceeds...............................................................72
                  (c)      Margin Regulations....................................................................72
         6.9      Taxes..........................................................................................72
                  (a)      Tax Returns and Payments..............................................................72
                  (b)      Tax Examinations......................................................................73
         6.10     Compliance With ERISA..........................................................................73
         6.11     Security Documents.............................................................................74
                  (a)      Security Agreement Collateral.........................................................74
                  (b)      Pledged Securities....................................................................74
                  (c)      Real Estate Collateral................................................................74
         6.12     Documents......................................................................................74
                  (a)      True and Accurate Copies; Consummation of Transaction.................................74
                  (b)      Representations and Warranties in Documents...........................................75
         6.13     Ownership of Property..........................................................................75
         6.14     Capitalization of Borrower.....................................................................75
         6.15     Subsidiaries...................................................................................76
                  (a)      Organization..........................................................................76
                  (b)      Stock of Subsidiaries.................................................................76
                  (c)      Restrictions on or Relating to Subsidiaries...........................................76
         6.16     Compliance With Law, Etc.......................................................................76
         6.17     Investment Company Act.........................................................................77
         6.18     Public Utility Holding Company Act.............................................................77
         6.19     Environmental Matters..........................................................................77
         6.20     Labor Relations................................................................................78
         6.21     Intellectual Property, Licenses, Franchises and Formulas.......................................78
         6.22     Certain Fees...................................................................................78
         6.23     Refinancing Transactions.......................................................................78
         6.24     Y2K............................................................................................79
         6.25     Subordination..................................................................................79

ARTICLE VII

         AFFIRMATIVE COVENANTS...................................................................................79
         7.1      Financial Statements...........................................................................79
                  (a)      Quarterly Financial Statements........................................................79
                  (b)      Annual Financial Statements...........................................................80
         7.2      Certificates; Other Information................................................................80
</TABLE>


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<TABLE>
<S>                                                                                                             <C>
                  (a)      Accountant's Certificates.............................................................80
                  (b)      Officer's Certificates................................................................80
                  (c)      Audit Reports and Statements..........................................................80
                  (d)      Management Letters....................................................................81
                  (e)      Budgets; Projections..................................................................81
                  (f)      Public Filings........................................................................81
                  (g)      Other Requested Information...........................................................81
         7.3      Notices........................................................................................81
                  (a)      Event of Default or Unmatured Event of Default........................................81
                  (b)      Litigation and Related Matters........................................................81
                  (c)      Environmental Matters.................................................................81
                  (d)      Notice of Change in Control...........................................................82
                  (e)      Notices under Transaction Documents...................................................82
         7.4      Conduct of Business and Maintenance of Existence...............................................82
         7.5      Payment of Obligations.........................................................................82
         7.6      Inspection of Property, Books and Records......................................................83
         7.7      ERISA..........................................................................................83
         7.8      Maintenance of Property, Insurance.............................................................85
         7.9      Environmental Laws.............................................................................85
         7.10     Intentionally Omitted..........................................................................86
         7.11     Use of Proceeds................................................................................86
         7.12     Additional Security; Further Assurances........................................................86
                  (a)      Agreement to Grant Additional Security................................................86
                  (b)      Additional Subsidiary Guarantors......................................................86
                  (c)      Pledge of New Subsidiary Stock........................................................87
                  (d)      Grant of Security by New Subsidiaries.................................................87
                  (e)      Documentation for Additional Security.................................................87
         7.13     End of Fiscal Years; Fiscal Quarters...........................................................87
         7.14     Y2K............................................................................................87

ARTICLE VIII

         NEGATIVE COVENANTS......................................................................................88
         8.1      Liens..........................................................................................88
         8.2      Indebtedness...................................................................................89
         8.3      Guaranties.....................................................................................90
         8.4      Consolidation, Merger, Purchase or Sale of Assets, etc.........................................90
         8.5      Dividends or Other Distributions...............................................................92
         8.6      Limitation on Certain Restrictions on Subsidiaries.............................................92
         8.7      Issuance of Stock..............................................................................93
         8.8      Loans and Investments..........................................................................93
         8.9      Transactions with Affiliates...................................................................94
         8.10     Sale-Leasebacks................................................................................95
</TABLE>


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<TABLE>
<S>      <C>                                                                                                    <C>
         8.11     Leases; Take or Pay Contracts..................................................................95
         8.12     Lines of Business..............................................................................95
         8.13     Fiscal Year....................................................................................95

         8.14     Limitation on Voluntary Payments and Modifications of Indebtedness;
                  Modifications of Certificate of Incorporation, By-Laws and Certain
                  Other Agreements; etc..........................................................................96
         8.15     Accounting Changes.............................................................................96
         8.16     Limitation on Creation of Subsidiaries.........................................................97
         8.17     Powers of Attorney.............................................................................97
         8.18     GMA............................................................................................97
         8.19     Certain Matters Relating to the Public Debt Indentures and Public Notes........................97
                  (a)      Change in Control.....................................................................97
                  (b)      Asset Sales...........................................................................97

ARTICLE IX

         FINANCIAL COVENANTS.....................................................................................97
         9.1      Capital Expenditures...........................................................................97
         9.2      Minimum Consolidated EBITDA....................................................................98
         9.3      Interest Coverage Ratio........................................................................98

ARTICLE X

         EVENTS OF DEFAULT.......................................................................................99
         10.1     Events of Default..............................................................................99
                  (a)      Failure to Make Payments When Due.....................................................99
                  (b)      Representations and Warranties........................................................99
                  (c)      Covenants.............................................................................99
                  (d)      Default Under Other Loan Documents....................................................99
                  (e)      Voluntary Insolvency, Etc............................................................100
                  (f)      Involuntary Insolvency, Etc..........................................................100
                  (g)      Default Under Other Agreements.......................................................100
                  (h)      Judgments............................................................................100
                  (i)      Security Documents...................................................................101
                  (j)      ERISA................................................................................101
                  (k)      Change in Control....................................................................101
                  (l)      Ownership of Subsidiaries............................................................101
         10.2     Rights Not Exclusive..........................................................................102

ARTICLE XI

         THE AGENT..............................................................................................103
</TABLE>


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<TABLE>
<S>      <C>                                                                                                   <C> 
         11.1     Appointment...................................................................................103
         11.2     Nature of Duties..............................................................................103
         11.3     Exculpation, Rights Etc.......................................................................103
         11.4     Reliance......................................................................................104
         11.5     Indemnification...............................................................................104
         11.6     Agent In Its Individual Capacity. ............................................................104
         11.7     Notice of Default.............................................................................105
         11.8     Holders of Obligations........................................................................105
         11.9     Resignation by Agent..........................................................................105

ARTICLE XII

         MISCELLANEOUS..........................................................................................106
         12.1     No Waiver; Modifications in Writing...........................................................106
         12.2     Further Assurances............................................................................107
         12.3     Notices, Etc..................................................................................107
         12.4     Costs, Expenses and Taxes; Indemnification....................................................108
                  (a)      Generally............................................................................108
                  (b)      Indemnification......................................................................109
                  (c)      Foreign Exchange Indemnity...........................................................110
         12.5     Confirmations.................................................................................110
         12.6     Adjustment; Setoff............................................................................110
         12.7     Execution in Counterparts.....................................................................111
         12.8     Binding Effect; Assignment; Addition and Substitution of Lenders..............................111
         12.9     CONSENT TO JURISDICTION; MUTUAL WAIVER OR JURY TRIAL..........................................114
         12.10    GOVERNING LAW.................................................................................115
         12.11    Severability of Provisions....................................................................115
         12.12    Intentionally Omitted.........................................................................115
         12.13    Registry......................................................................................115
         12.14    Headings......................................................................................116
         12.15    Termination of Agreement......................................................................116
         12.16    Confidentiality...............................................................................116
         12.17    Concerning the Collateral and the Loan Documents..............................................117
         12.18    Effectiveness.................................................................................119
</TABLE>



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                         INDEX OF EXHIBITS AND SCHEDULES

                                    EXHIBITS
                                    --------

Exhibit 2.1(c)        Form of Swing Line Loan Participation Certificate
Exhibit 2.2(a)-1      Form of Term Note
Exhibit 2.2(a)-2      Form of Revolving Note
Exhibit 2.2(a)-3      Form of Swing Line Note
Exhibit 2.5           Form of Notice of Borrowing
Exhibit 2.6           Form of Notice of Conversion or Contribution
Exhibit 2.9           Form of Letter of Credit Request
Exhibit 4.7(d)        Form of Section 4.7(d)(ii) Certificate
Exhibit 5.1(b)        Form of Security Agreement
Exhibit 5.1(c)        Form of Pledge Agreement
Exhibit 5.1(e)        Form of Opinion of Counsel
Exhibit 5.1(f)        Form of Officer's Certificate
Exhibit 5.1(g)        Form of Secretary's Certificate
Exhibit 5.1(n)        Form of Form of Appointment of Agent
Exhibit 7.2(b)        Form of Officer's Certificate Pursuant to Section 7.2(b)
Exhibit 12.8(c)       Form of Assignment and Assumption Agreement



                                      viii

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                                    SCHEDULES
                                    ---------

Schedule 1.1(a)   Commitments
Schedule 1.1(b)   Accounts Receivable Facility Documents
Schedule 2.9(j)   Outstanding Letters of Credit
Schedule 6.3      Approvals and Consents
Schedule 6.5(a)   Pro Forma Balance Sheet
Schedule 6.5(d)   Indebtedness
Schedule 6.9      Tax Status
Schedule 6.11(c)  Real Property
Schedule 6.12     Waivers
Schedule 6.14     Capitalization of Borrower
Schedule 6.15     Capitalization of Subsidiaries
Schedule 6.19     Environmental
Schedule 7.8      Insurance
Schedule 8.1(c)   Existing Liens
Schedule 8.3      Guaranties
Schedule 8.6(a)   Existing Restrictions on Subsidiaries
Schedule 8.8      Existing Investments
Schedule 8.11(b)  Take or Pay Contracts


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                                CREDIT AGREEMENT

                  THIS CREDIT AGREEMENT is dated as of June 19, 1998 and is made
by and among Gaylord Container Corporation, a Delaware corporation ("Borrower"),
the undersigned financial institutions, including Bankers Trust Company, in
their capacities as lenders hereunder (collectively, the "Lenders," and each
individually, a "Lender"), and Bankers Trust Company, as administrative agent
("Agent") for the Lenders.

                              W I T N E S S E T H:

                  WHEREAS, Borrower has requested that the Lenders (i) make term
loans to Borrower in the aggregate principal amount of $125,000,000 maturing on
June 19, 2004 and (ii) provide a revolving credit facility to Borrower in an
aggregate amount not to exceed $175,000,000 at any time outstanding and maturing
on June 19, 2003;

                  WHEREAS, the proceeds of the term loans and the revolving
credit facility described above will be used by Borrower to repay all
outstanding indebtedness and obligations under the Existing Credit Facility and
to pay fees and expenses, and for working capital and general corporate
purposes; and

                  WHEREAS, the Lenders are willing to extend commitments to make
the term loans and revolving credit loans to Borrower for the purposes specified
above and only on the terms and subject to the conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, and for other valuable consideration the
receipt and sufficiency of which are hereby acknowledges the parties hereto
agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.1 Definitions. As used herein, and unless the context requires a different
meaning, the following terms have the meanings indicated:

                  "Accounts Receivable" means presently existing and hereafter
arising or acquired accounts receivable, notes, drafts, acceptances, general
intangibles, choses in action and other forms of obligations and receivables
relating in any way to Inventory or arising from the sale of Inventory or the
rendering of services by Borrower or its Subsidiaries, or howsoever otherwise
arising, including the right to payment of any interest or finance charges with
respect thereto and all proceeds of insurance with respect thereto, together
with all of Borrower's or its Subsidiaries' rights as an unpaid vendor, all
pledged assets, guaranty claims, liens and security interests held by or granted
to Borrower or its Subsidiaries to secure payment of any Accounts Receivable and
all books, customer lists, ledgers, records and files (whether written or stored
electronically) relating to any of the foregoing.



<PAGE>   12



                  "Accounts Receivable Facility" means the transactions
contemplated by the Accounts Receivable Facility Purchase Agreement.

                  "Accounts Receivable Facility Documents" means the documents
listed on Schedule 1.1(b) attached hereto, and all Facility documentation
entered into pursuant to such documentation, as such documents may be amended,
restated, supplemented or otherwise modified from time to time in accordance
with the terms hereof and thereof.

                  "Accounts Receivable Facility Purchase Agreement" means the
Receivables Purchase Agreement dated as of September 24, 1993 between Borrower,
as seller, and the Receivables Entity, as purchaser, as the same may be amended,
restated, modified, supplemented, refinanced or replaced from time to time in
accordance with terms thereof and hereof, which Accounts Receivable Facility
Purchase Agreement shall be in form and substance reasonably satisfactory to
Agent and the Required Lenders.

                  "Accounts Receivable Program" means that certain trade
receivables securitization program concluded pursuant to the Accounts Receivable
Facility Documents.

                  "Additional Collateral" is defined in Section 7.12(a).

                  "Additional Security Documents" means all mortgages, pledge
agreements, security agreements and other security documents entered into
pursuant to Section 7.12 with respect to Additional Collateral.

                  "Adjusted Total Revolving Loan Commitment" means at any time
the Total Revolving Commitment less the aggregate Revolving Commitments of all
Defaulting Lenders.

                  "Adjusted Working Capital" means the difference between (i)
Consolidated Current Assets and (ii) Consolidated Current Liabilities excluding
from Consolidated Current Liabilities all short-term borrowings, the current
portion of long-term indebtedness and the current portion of Capitalized Lease
Obligations.

                  "Affiliate" means, with respect to any Person, any Person or
group acting in concert in respect of the Person in question that, directly or
indirectly, controls (including but not limited to all directors and officers of
such Person) or is controlled by or is under common control with such Person
provided that neither BT nor any Lender, nor any Affiliate of BT or any Lender,
shall be deemed to be an Affiliate of Borrower. For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlled by" and "under common control with"), as used with respect to any
Person or group of Persons, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of management and policies of such
Person, whether through the ownership of voting securities or by contract or
otherwise. For purposes of this definition, a Person shall be deemed to control
a corporation if such Person possesses, directly or indirectly, the power to
vote 10% or more of the securities having ordinary voting power for the election
of directors of such corporation.

                  "Agent" is defined in the introduction to this Agreement and
any successor Agent in such capacity.



                                        2

<PAGE>   13



                  "Agreement" means this Credit Agreement, as the same may at
any time be amended, restated, supplemented or otherwise modified in accordance
with the terms hereof and in effect.

                  "Applicable Commitment Fee Percentage" means at any date, the
applicable percentage set forth in the following table under the column
Applicable Commitment Fee Percentage opposite the Most Recent Ratio of Total
Debt to EBITDA as of such date:


       MOST RECENT RATIO OF TOTAL                APPLICABLE COMMITMENT
             DEBT TO EBITDA                          FEE PERCENTAGE
             --------------                          --------------

Less than 3.00 to 1.00                                    0.45%

Equal to or greater than 3.00 to                          0.50%
1.00 but less than 3.50 to 1.00

Equal to or greater than 3.50 to                          0.50%
1.00 but less than 4.00 to 1.00

Greater than or equal to 4.00 to                          0.50%
1.00


                  "Applicable Base Rate Margin" means at any date, (i) with
respect to Revolving Loans, the applicable percentage set forth in the following
table under the column Applicable Base Rate Margin for Revolving Loans opposite
the Most Recent Ratio of Total Debt to EBITDA as of such date and (ii) with
respect to Term Loans, 1.75%:



                                        3

<PAGE>   14





                MOST RECENT                       APPLICABLE BASE RATE
            RATIO OF TOTAL DEBT                        MARGIN FOR
                 TO EBITDA                           REVOLVING LOANS
                 ---------                           ---------------

Less than 3.00 to 1.00                                    1.00%

Equal to or greater than 3.00 to                          1.25%
1.00 but less than 3.50 to 1.00

Equal to or greater than 3.50 to                          1.50%
1.00 but less than 4.00 to 1.00

Greater than or equal to 4.00 to                          1.75%
1.00


                  "Applicable Eurodollar Rate Margin" means at any date (i) with
respect to Revolving Loans, the applicable percentage set forth in the following
table under the column Applicable Eurodollar Rate Margin for Revolving Loans
opposite the Most Recent Ratio of Total Debt to EBITDA as of such date and (ii)
with respect to Term Loans, 2.75%:



               MOST RECENT                        APPLICABLE EURODOLLAR
           RATIO OF TOTAL DEBT                       RATE MARGIN FOR
                TO EBITDA                            REVOLVING LOANS
                ---------                            ---------------

Less than 3.00 to 1.00                                    2.00%

Equal to or greater than 3.00 to                          2.25%
1.00 but less than 3.50 to 1.00

Equal to or greater than 3.50 to                          2.50%
1.00 but less than 4.00 to 1.00

Greater than or equal to 4.00 to                          2.75%
1.00

                  "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) of
all or any part of an interest in shares of Capital Stock of a Subsidiary of
Borrower (other than directors' qualifying shares), property or other assets
(each referred to for the purposes of this definition as a "disposition") by
Borrower or any of its Subsidiaries; provided, however, that (i) any sale or
transfer of inventory in the ordinary course of business and consistent with
past practices of Borrower and its Subsidiaries and (ii) any asset sale or
series of related asset sales described above having a fair market value not in
excess of $500,000 shall, in each case, not be deemed an "Asset Disposition" for
purposes of this Agreement.


                                        4

<PAGE>   15



                  "Assignee" is defined in Section 12.8(c).

                  "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement substantially in the form of Exhibit 12.8(c) annexed hereto
and made a part hereof made by any applicable Lender, as assignor, and such
Lender's assignee in accordance with Section 12.8.

                  "Attorney Costs" means all reasonable fees and disbursements
of any law firm or other external counsel.

                  "Available Revolving Commitment" means, as to any Lender at
any time an amount equal to the excess, if any, of (a) such Lender's Revolving
Commitment over (b) the sum of (i) the aggregate principal amount then
outstanding of Revolving Loans made by such Lender and (ii) such Lender's
Revolver Pro Rata Share of the LC Obligations and Swing Line Loans then
outstanding.

                  "Bankruptcy Code" means Title I of the Bankruptcy Reform Act
of 1978, as amended, as set forth in Title 11 of the United States Code, as
hereafter amended.

                  "Base Rate" means the greater of (i) the rate most recently
announced by BT at its principal office as its "prime rate", which is not
necessarily the lowest rate made available by BT or (ii) the Federal Funds Rate
plus 1/2 of 1% per annum. The "prime rate" announced by BT is evidenced by the
recording thereof after its announcement in such internal publication or
publications as BT may designate. Any change in the interest rate resulting from
a change in such "prime rate" announced by BT shall become effective without
prior notice to Borrower as of 12:01 A.M. (New York City time) on the Business
Day on which each change in such "prime rate" is announced by BT. BT may make
commercial or other loans to others at rates of interest at, above or below its
"prime rate".

                  "Base Rate Loan" means any Loan which bears interest at a rate
determined with reference to the Base Rate.

                  "Benefitted Lender" is defined in Section 12.6(a).

                  "Board" means the Board of Governors of the Federal Reserve
System.

                  "Borrower" is defined in the introduction to this Agreement.

                  "Borrower's Portion of Excess Cash Flow" means, at any date
of determination, a positive amount, if any, equal to 25% of the cumulative
amount of Excess Cash Flow (whether positive or negative) for each full fiscal
year of Borrower commencing with the fiscal year ending September 30, 1998 and
ending prior to the date of determination, that has not been utilized on or
prior to the date of determination to make Capital Expenditures pursuant to the
proviso in the first sentence of Section 9.1(a).

                  "Borrowing" means a group of Loans of a single Type made by
the Lenders or the Swing Line Lender, as appropriate on a single date and in the
case of Eurodollar Loans, as to which a single Interest Period is


                                        5

<PAGE>   16



in effect, provided that Base Rate Loans or Eurodollar Loans incurred pursuant
to Section 3.7 shall be considered part of any related Borrowing of Eurodollar
Loans.

                  "BT" means Bankers Trust Company, a New York banking
corporation, and its successors.

                  "Business Day" means (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any other
day which shall be in the City of New York a legal holiday or a day on which
banking institutions are authorized by law or other governmental actions to
close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day which
is a Business Day described in clause (i) and which is also a day for trading by
and between banks in Dollar deposits in the interbank Eurodollar market.

                  "Capital Expenditures" means, without duplication, with
respect to any Person, any amounts expended, incurred or obligated to be
expended during or in respect of a period for any purchase or other acquisition
for value of any asset that should be classified on a consolidated balance sheet
of such Person prepared in accordance with GAAP as a fixed or capital asset
including, without limitation, the direct or indirect acquisition of such assets
or improvements by way of increased product or service charges, offset items or
otherwise, and shall include Capitalized Lease Obligations; provided, however,
that for purposes of Section 9.1, Capital Expenditures shall only include the
amount thereof actually paid in cash or other property during such period.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock, partnership interests, membership
interests or other equivalent interests and any rights (other than debt
securities convertible into or exchangeable for capital stock), warrants or
options exchangeable for or convertible into such capital stock or other
interests.

                  "Capitalized Lease" means, at the time any determination
thereof is to be made, any lease of property, real or personal, in respect of
which the present value of the minimum rental commitment is capitalized on the
balance sheet of the lessee in accordance with GAAP.

                  "Capitalized Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
Capitalized Lease which would at such time be so required to be capitalized on
such a balance sheet in accordance with GAAP.

                  "Cash" means money, currency or the available credit balance
in Dollars in a Deposit Account.

                  "Cash Equivalents" means (i) any evidence of indebtedness,
maturing not more than one year after the date of issue, issued by the United
States of America or any instrumentality or agency thereof, the principal,
interest and premium, if any, of which is guaranteed fully by, or backed by the
full faith and credit of, the United States of America, (ii) Dollar denominated
time deposits, certificates of deposit and bankers acceptances maturing not more
than one year after the date of purchase, issued by (x) any Lender or (y) a
commercial banking institution having, or which is the principal banking
subsidiary of a bank holding company having, combined capital and surplus and
undivided profits of not less than $200,000,000 and a commercial paper rating of
"P-1" (or higher) according to Moody's "A-1" (or higher) according to S&P or the
equivalent rating by any other nationally


                                        6

<PAGE>   17



recognized rating agency (any such bank, an "Approved Bank"), or (z) a
non-United States commercial banking institution which is either currently
ranked among the 100 largest banks in the world (by assets, according to the
American Banker), has combined capital and surplus and undivided profits of not
less than $500,000,000 or whose commercial paper (or the commercial paper of
such bank's holding company) has a rating of "P-1" (or higher) according to
Moody's, "A-1" (or higher) according to S&P or the equivalent rating by any
other nationally recognized rating agency, (iii) commercial paper, maturing not
more than 270 days after the date of purchase, issued or guaranteed by a
corporation (other than Borrower or any Subsidiary of Borrower or any of their
respective Affiliates) organized and existing under the laws of any state within
the United States of America with a rating, at the time as of which any
determination thereof is to be made, of "P-1" (or higher) according to Moody's,
or "A-1" (or higher) according to S&P, (iv) demand deposits with any bank or
trust company maintained in the ordinary course of business, (v) repurchase or
reverse repurchase agreements covering obligations of the type specified in
clause (i) with a term of not more than seven days with any Approved Bank and
(vi) shares of any money market mutual fund rated at least AAA or the equivalent
thereof by S&P or at least AAA or the equivalent thereof by Moody's, including,
without limitation, any such mutual fund managed or advised by any Lender or
Agent.

                  "Change of Control" means (i) the sale, lease or transfer of
all or substantially all of Borrower's assets to any Person or group (as such
term is used in Section 13(d)(3) of the Exchange Act), (ii) the liquidation or
dissolution of Borrower, (iii) any person or group of persons (within the
meaning of the Exchange Act) other than the Permitted Holders shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by
the SEC under the Exchange Act) of 35% or more of the issued and outstanding
shares of Borrower's Voting Securities; or (ii) during any period of twelve
consecutive calendar months, individuals who at the beginning of such period
constituted Borrower's board of directors (together with any new directors whose
election by Borrower's board of directors or whose nomination for election by
Borrower's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason other than death or disability to constitute a
majority of the directors then in office.

                  "Closing Date" means June 19, 1998.

                  "Code" means the Internal Revenue Code of 1986, as from time
to time amended, including the regulations proposed or promulgated thereunder,
or any successor statute and the regulations proposed or promulgated thereunder.

                  "Collateral" means all "Collateral" as defined in each of the
Security Documents.

                  "Collateral Account" is defined in Section 4.4(a).

                  "Collateral Agent" means the Agent acting as collateral agent
for the Secured Creditors.

                  "Commercial Letter of Credit" means any letter of credit or
similar instrument payable on a sight basis issued for the purpose of providing
the primary payment mechanism in connection with the purchase of any materials,
goods or services by Borrower in the ordinary course of business.



                                        7

<PAGE>   18



                  "Commitment" means, with respect to each Lender, the aggregate
of the Revolving Commitment and the Term Commitment of such Lender and
"Commitments" means such commitments of all of the Lenders collectively.

                  "Commitment Fee" is defined in Section 3.2(a).

                  "Commitment Period" means, the period from and including the
date hereof to but not including the Revolver Termination Date or, in the case
of the Swing Line Commitment, five (5) Business Days prior to the Revolver
Termination Date.

                  "Common Stock" means the Borrower's Class A Common Stock, par
value $.0001 per share.

                  "Consolidated Current Assets" means, with respect to any
Person, as at the time any determination thereof is to be made, the amount,
without duplication, that is classified on a consolidated balance sheet of such
Person and its Subsidiaries as the consolidated current assets of such Person
and its Subsidiaries in accordance with GAAP.

                  "Consolidated Current Liabilities" means, as at the time any
determination thereof is to be made, all Indebtedness of such Person and its
Subsidiaries, without duplication, that is classified as consolidated current
liabilities on a consolidated balance sheet of such Person and its subsidiaries
in accordance with GAAP.

                  "Consolidated Debt" means, at any time, all Indebtedness of
Borrower and its Subsidiaries determined on a consolidated basis in accordance
with GAAP.

                  "Consolidated EBITDA" means, for any applicable period, the
Consolidated Net Income or Consolidated Net Loss of Borrower and its
Subsidiaries for such period, plus Consolidated Interest Expense for such
period, plus the provision for taxes based on income and foreign withholding
taxes for such period, plus depreciation expense for such period, plus
amortization expense for such period, minus (or plus) any non-cash non-operating
income (or loss) for such period to the extent included in Consolidated Net
Income or Consolidated Net Loss, and excluding any gain or loss recognized in
determining Consolidated Net Income or Consolidated Net Loss for such period in
respect of post-retirement benefits as a result of the application of FASB 106
and any foreign currency translation adjustments as a result of the application
of FASB 52.

                  "Consolidated Interest Expense" means, for any period, the sum
of total interest expense (including that attributable to Capitalized Leases in
accordance with GAAP) of Borrower and its Subsidiaries on a consolidated basis
with respect to all outstanding Indebtedness of Borrower and its Subsidiaries,
including, without limitation, the net costs associated with Interest Rate
Agreements and all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing, but excluding,
however, any prepayment premiums or amortization of original issue discount, all
as determined on a consolidated basis for Borrower and its consolidated
Subsidiaries in accordance with GAAP.

                  "Consolidated Net Income" and "Consolidated Net Loss" mean,
respectively, with respect to any period, the aggregate of the net income (loss)
of the Person in question for such period, determined in accordance


                                        8

<PAGE>   19



with GAAP on a consolidated basis, provided that (i) the net income (loss) of
any Person which is not a consolidated Subsidiary shall be included only to the
extent of the amount of cash dividends or distributions paid to the Person in
question or to a consolidated Subsidiary of such Person and (ii) the net income
(loss) of any Person acquired in a pooling of interests transaction for any
period prior to the date of such acquisition shall be excluded. There shall be
excluded in computing Consolidated Net Income the excess (but not the deficit),
if any, of (i) any gain which must be treated as an extraordinary item under
GAAP or any gain realized upon the sale or other disposition of any real
property or equipment that is not sold in the ordinary course of business or of
any capital stock of the Person or a Subsidiary of the Person over (ii) any loss
which must be treated as an extraordinary item under GAAP or any loss realized
upon the sale or other disposition of any real property or equipment that is not
sold in the ordinary course of business or of any capital stock of the Person or
a Subsidiary of the Person. There shall also be excluded, without duplication,
an extraordinary loss from the writeoff of deferred financing costs to be
recognized in the third fiscal quarter of fiscal year 1998 of Borrower.

                  "Contractual Obligation" means, as to any Person, any
provision of any Securities issued by such Person or of any indenture or credit
agreement or any agreement, instrument or other undertaking to which such Person
is a party or by which it or any of its property is bound or to which it may be
subject.

                  "Credit Exposure" is defined in Section 12.8(b).

                  "Credit Event" means the making of any Loan or the issuance of
any Letter of Credit.

                  "Credit Party" means Borrower and any guarantor which may
hereafter enter into a guarantee agreement with respect to the Obligations.

                  "Customary Permitted Liens" means for any Person:

                         (i) Liens for taxes not yet due and payable or which
are being contested in good faith by appropriate proceedings diligently pursued,
provided that (A) any proceedings commenced for the enforcement of such Liens
shall have been stayed or suspended within 30 days of the commencement thereof
and (B) provision for the payment of all such taxes known to such Person has
been made on the books of such Person to the extent required by GAAP;

                         (ii) mechanics', processor's, materialmen's, carriers',
warehousemen's, landlord's and similar Liens (including statutory and common law
landlords' liens under leases to which Borrower or any Subsidiary is a party)
arising in the ordinary course of business and securing obligations of such
Person that are not overdue for a period of more than 30 days or are being
contested in good faith by appropriate proceedings diligently pursued, provided
that (A) any proceedings commenced for the enforcement of such Liens shall have
been stayed or suspended within 30 days of the commencement thereof and (B)
provision for the payment of such Liens has been made on the books of such
Person to the extent required by GAAP;

                         (iii) Liens arising in connection with worker's
compensation, unemployment insurance, old age pensions and social security
benefits which are not overdue or are being contested in good faith by
appropriate proceedings diligently pursued, provided that (A) any proceedings
commenced for the enforcement of


                                        9

<PAGE>   20



such Liens shall have been stayed or suspended within 30 days of the
commencement thereof and (B) provision for the payment of such Liens has been
made on the books of such Person to the extent required by GAAP;

                         (iv) (A) Liens incurred or deposits made in the
ordinary course of business to secure the performance of bids, tenders,
statutory obligations, fee and expense arrangements with trustees and fiscal
agents (exclusive of obligations incurred in connection with the borrowing of
money or the payment of the deferred purchase price of property) and (B) Liens
securing surety, indemnity, performance, appeal and release bonds, provided that
(x) full provision for the payment of all such obligations has been made on the
books of such Person to the extent required by GAAP and (y) the aggregate amount
of all such obligations does not exceed $10,000,000 at any time outstanding;

                         (v) Permitted Real Property Encumbrances;

                         (vi) attachment, judgment or other similar Liens
arising in connection with court or arbitration proceedings involving
individually and in the aggregate liability of $1,000,000 or less at any one
time, provided the same are discharged, or that execution or enforcement thereof
is stayed pending appeal, within 30 days or, in the case of any stay of
execution or enforcement pending appeal, within such lesser time during which
such appeal may be taken;

                         (vii) leases or subleases granted to others not
interfering in any material respect with the business of Borrower or any of its
Subsidiaries and any interest or title of a lessor under any lease (whether a
Capitalized Lease or an Operating Lease) permitted by this Agreement or the
Security Documents;

                         (viii) customary rights of set off, revocation, refund
or chargeback under deposit agreements or under the UCC of banks or other
financial institutions where Borrower maintains deposits in the ordinary course
of business permitted by this Agreement;

                         (ix) Liens upon real and/or tangible personal property,
acquired by purchase, construction or otherwise by a Person, each of which Liens
was created solely for the purpose of securing Indebtedness representing, or
incurred to finance, the cost (including the cost of construction) of the
property (hereinafter referred to as "Purchase Money Liens"); provided that:

                           (a) no such Purchase Money Lien shall extend to or
                  cover any property of such Person other than the respective
                  property so acquired and improvements thereon;

                           (b) the principal amount of the Indebtedness secured
                  by any such Purchase Money Lien shall at no time exceed 100%
                  of the fair value (as reasonably determined in good faith by a
                  Responsible Officer of such Person) of the respective property
                  at the time it was so acquired; and

                           (c) the aggregate principal amount (exclusive of the
                  aggregate principal amount of the bonds listed on Schedule
                  6.5(d) and letters of credit issued by the Agent on behalf of
                  the Borrower) of the Indebtedness secured by all Purchase
                  Money Liens, taken together with the aggregate principal


                                       10

<PAGE>   21



                  amount of Indebtedness consisting of Capitalized Lease
                  Obligations, shall not exceed the aggregate amount of such
                  Indebtedness permitted from time to time under Section 8.2;

                         (x) Liens on Accounts Receivables for which attempts at
collection have been undertaken by a third party authorized by the Person owning
such Accounts Receivable;

                         (xi) Liens arising from precautionary UCC financing
statements regarding Operating Leases permitted by this Agreement;

                         (xii) Liens (i) granted by the Designated Credit
Parties in favor of the Receivables Entity consisting of UCC-1 financing
statements filed to effect the sale of Accounts Receivable and related assets
pursuant to the Accounts Receivable Facility Documents, (ii) granted by the
Receivables Entity on those Accounts Receivable and related assets acquired by
it pursuant to the Accounts Receivable Facility Documents to the extent that
such Liens are created by the Accounts Receivable Facility Documents and (iii)
consisting of the right of setoff granted to any financial institution acting as
a lockbox bank in connection with the Accounts Receivable Facility;

                         (xiii) Liens arising from the granting of a license to
any Person in the ordinary course of business of Borrower and its Subsidiaries;
and

                         (xiv) Liens arising by operation of law on insurance
policies and proceeds thereof to secure premiums thereunder.

                  "Default Rate" means a variable rate per annum which shall be
two percent (2%) per annum plus either (i) the then applicable interest rate
hereunder in respect of the amount on which the Default Rate is being assessed
or (ii) if there is no such applicable interest rate, the Base Rate plus the
Applicable Base Rate Margin, but in no event in excess of that permitted by
applicable law.

                  "Defaulting Lender" means any Lender with respect to which a
Lender Default is in effect.

                  "Deposit Account" means a demand, time, savings, passbook or
like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

                  "Designated Credit Parties" means Borrower and those
Subsidiaries that are from time to time party to the Accounts Receivable
Facility Documents.

                  "Documents" means the Loan Documents and the Transaction
Documents.

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

                  "Domestic Subsidiary" means any Subsidiary of Borrower that is
incorporated under the laws of any State of the U.S., the District of Columbia
or any territory or possession of the U.S.



                                       11

<PAGE>   22



                  "Effective Date" is defined in Section 12.18.

                  "Eligible Assignee" means (i) a commercial bank, investment
company, financial institution, financial company, fund (whether a corporation,
partnership, trust or other entity), insurance company or other "accredited
investor" (as defined in Regulation D of the Securities Act), (ii) any Lender
party to this Agreement, (iii) any Affiliate of any Lender party to this
Agreement, and (iv) any other Person approved by Agent and, in the absence of an
Event of Default, Borrower, such approval not to be unreasonably withheld;
provided, however, that an Affiliate of Borrower shall not qualify as an
Eligible Assignee.

                  "Employee Benefit Plan" means an "employee benefit plan" as
defined in Section 3(3) of ERISA, which is or has been established or
maintained, or to which contributions are or have been made, by Borrower or any
of its ERISA Affiliates, any Subsidiary of Borrower or ERISA Affiliate of such
Subsidiary.

                  "Environmental Claim" means any notice of violation, claim,
suit, demand, abatement order or other order or direction (conditional or
otherwise) by any Governmental Authority or any Person for any damage, personal
injury (including sickness, disease or death), tangible or intangible property
damage, contribution, indemnity, indirect or consequential damages, damage to
the environment, nuisance, pollution, contamination or other adverse effects on
the environment, human health, or natural resources, or for fines, penalties,
restrictions or injunctive relief, resulting from or based upon (a) the
occurrence or existence of a Release or threatened Release (whether sudden or
non-sudden or accidental or non-accidental) of, or exposure to, any Hazardous
Material in, into or onto the environment at, in, by, from or related to any
Premises, (b) the use, handling, generation, transportation, storage, treatment
or disposal of Hazardous Materials in connection with the operation of any
Premises, or (c) the violation, or alleged violation, of any Environmental Laws.

                  "Environmental Laws" means any and all applicable foreign,
federal, state or local laws, statutes, ordinances, codes, rules, regulations,
orders, decrees, judgements, directives and cleanup or action standards, levels
or objectives imposing liability or standards of conduct for or relating to the
protection of health, safety or the environment, including, but not limited to,
the following statutes as now written and hereafter amended: the Water Pollution
Control Act, as codified in 33 U.S.C. Section 1251 et seq., the Clean Air Act,
as codified in 42 U.S.C. Section 7401 et seq., the Toxic Substances Control Act,
as codified in 15 U.S.C. Section 2601 et seq., the Solid Waste Disposal Act, as
codified in 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental
Response, Compensation and Liability Act, as codified in 42 U.S.C. Section 9601
et seq., the Emergency Planning and Community Right-to-Know Act of 1986, as
codified in 42 U.S.C. Section 11001 et seq., and the Safe Drinking Water Act, as
codified in 42 U.S.C. Section 300f et seq., and any related regulations, as well
as all state and local equivalents.

                  "Environmental Lien" means a Lien in favor of any Governmental
Authority for (i) any liability under foreign, federal, state or local
Environmental Laws or regulations, or (ii) damages arising from, or costs
incurred by such Governmental Authority in response to, a Release or threatened
Release of any Hazardous Material into the environment.

                  "Environmental Permits" means any and all permits, licenses,
certificates, authorizations or approvals of any Governmental Authority required
by Environmental Laws and necessary or reasonably required for the business of
Borrower or any Subsidiary of Borrower.


                                       12

<PAGE>   23



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

                  "ERISA Affiliate" means, with respect to any Person, any trade
or business (whether or not incorporated) which, together with such Person, is
under common control as described in Section 414(c) of the Code, is a member of
a "controlled group", as defined in Section 414(b) of the Code, or is a member
of an "affiliated service group", as defined in Section 414(m) of the Code which
includes such Person. Unless otherwise qualified, all references to an "ERISA
Affiliate" in this Agreement shall refer to an ERISA Affiliate of Borrower or
any Subsidiary.

                  "Eurodollar Loan" means any Loan which bears interest at a
rate determined with reference to the Eurodollar Rate.

                  "Eurodollar Rate" means the arithmetic average (rounded
upwards, if necessary, to the nearest 1/16 of 1%) of the rate per annum obtained
by dividing (i) the offered quotation, if any, to first-class banks in the
interbank eurodollar market by BT for Dollar deposits of amounts in immediately
available funds comparable to the principal amount of the Eurodollar Rate Loan
to be made by BT with maturities comparable to such Interest Period, determined
as of approximately 10:00 A.M. (New York City time) on the Interest Rate
Determination Date, by (ii) a percentage equal to 100% minus the stated maximum
rate (expressed as a percentage) as prescribed by the Board of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves and all reserves required to be
maintained against "Eurocurrency liabilities" as specified in Regulation D (or
any successor regulation)) applicable on the first day of such Interest Period
to any member bank of the Federal Reserve System in respect of Eurodollar
funding or liabilities. The determination of the Eurodollar Rate by Agent shall
be conclusive and binding on Borrower absent manifest error.

                  "Event of Default" is defined in Section 10.1.

                  "Excess Cash Flow" means, for any period, the excess of (i)
the sum of (A) Consolidated Net Income for such period, plus (B) the amount of
all non-cash charges (including, without limitation or duplication,
depreciation, amortization and non-cash (including without limitation any
original issue discount or pay-in-kind interest expense) interest expense)
included in determining Consolidated Net Income for such period, plus (C) the
decrease, if any, in Adjusted Working Capital from the first day to the last day
of such period, plus (D) provisions for taxes appearing on an income statement
of Borrower and its Subsidiaries for such period, plus (E) the net increase, if
any, in the aggregate amount of borrowings by the Designated Credit Parties in
connection with the Accounts Receivable Program during such period, over (ii)
the sum (without duplication) of (A) any non-cash credits (including from sales
of assets) included in determining Consolidated Net Income for such period, plus
(B) gains from sales of assets (other than sales of inventory in the ordinary
course of business) included in determining Consolidated Net Income for such
period, plus (C) the aggregate amount of Capital Expenditures made by Borrower
and its Subsidiaries during such period to the extent not financed by
Indebtedness (including Capitalized Lease Obligations but excluding Loans
hereunder), plus (D) the aggregate principal amount of permanent principal
payments of Indebtedness for borrowed money of Borrower and its Subsidiaries
(other than (1) repayment of Indebtedness with proceeds of issuance of other
Indebtedness or equity or equity contributions or with Net Sale Proceeds or
Recovery Events and (2) repayment of Loans, provided that repayments of Loans
shall be deducted in


                                       13

<PAGE>   24



determining Excess Cash Flow if such repayments were (x) required as a result of
a Scheduled Term Repayments under Section 4.4(b) or (y) made as a voluntary
prepayment with internally generated funds (but in the case of a voluntary
prepayment of Revolving Loans or Swing Line Loans, only to the extent
accompanied by a voluntary reduction to the Total Revolving Commitment)) during
such period, plus (E) non-cash charges added back in a previous period pursuant
to clause (i)(B) above to the extent any such charge has become a cash item in
the current period, (F) the increase, if any, in Adjusted Working Capital from
the first day to the last day of such period, plus (G) taxes paid by Borrower
and its Subsidiaries during such period, plus (H) the principal portion of
Capitalized Lease Obligations paid by Borrower and its Subsidiaries during such
period, plus (I) the net decrease, if any, in the aggregate amount of borrowings
by the Designated Credit Parties in connection with the Accounts Receivable
Program during such period.

                  "Excess Cash Flow Period" means, with respect to the repayment
required on each Excess Cash Payment Date, the immediately preceding Fiscal Year
of Borrower.

                  "Excess Cash Payment Date" means the date occurring 95 days
after the last day of a Fiscal Year of Borrower (beginning with its Fiscal Year
ending on September 30, 1998).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended and as codified in 15 U.S.C. 78a et seq., and as hereafter amended.

                  "Existing Credit Agreement" means that certain Amended and
Restated Credit Agreement dated as of November 17, 1986 and amended and restated
as of June 30, 1995, and as further amended by and among Borrower, the financial
institutions party thereto and BT, as agent, and all agreements relating to such
loan agreements, including, without limitation, all guarantees, pledge
agreements and security agreements.

                  "Existing Credit Agreement Termination Documents" means the
documents entered into with respect to the termination of the commitments, and
the reimbursement obligations with respect to any letters of credit issued,
under the Existing Credit Agreement, the repayment of the loans thereunder, the
release of all guaranties and security with respect thereto and any consents
required in connection therewith.

                  "Facility" means any of the credit facilities established
under this Agreement from time to time.

                  "Facing Agent" is defined in Section 2.9(a).

                  "FASB 52" means Statement of Financial Accounting Standards
No. 52 promulgated by the Financial Accounting Standards Board.

                  "FASB 106" means Statement of Financial Accounting Standards
No. 106 promulgated by the Financial Accounting Standards Board.

                  "Federal Funds Rate" means on any one day, the rate per annum
equal to the weighted average (rounded upwards, if necessary, to the nearest
1/100th of 1%) of the rate on overnight federal funds transactions with members
of the Federal Reserve System only arranged by federal funds brokers, as
published as of such day by the


                                       14

<PAGE>   25



Federal Reserve Bank of New York, or, if such rate is not so published, the
average of the quotations for such day on such transactions received by BT from
three federal funds brokers of recognized standing selected by BT.

                  "Fiscal Quarter" is defined in Section 7.13.

                  "Fiscal Year" is defined in Section 7.13.

                  "Foreign Pension Plan" means any plan, fund (including,
without limitation, any super-annuation fund) or other similar program
established or maintained outside of the United States of America by Borrower or
any one or more of its Subsidiaries primarily for the benefit of employees of
Borrower or such Subsidiaries residing outside the United States of America,
which plan, fund, or similar program provides or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which is not subject to ERISA or the Code.

                  "Foreign Subsidiary" means any Subsidiary of Borrower that is
not a Domestic Subsidiary.

                  "GAAP" means generally accepted accounting principles in the
U.S. as in effect from time to time.

                  "Gaylord de Mexico" means Gaylord Container de Mexico S.A. de
C.V., a corporation organized under the laws of Mexico which is approximately
ninety-nine percent (99%) owned by Borrower.

                  "Gaylord Foundation" means Gaylord Container Corporation
Foundation of Delaware, a Delaware not-for-profit corporation controlled by
Borrower, which corporation shall at all times be exempt from Federal income tax
under Section 501(c)(3) of the Code.

                  "GCC" means Gaylord Chemical Corporation, a Delaware
corporation and a direct Wholly-Owned Subsidiary of Borrower.

                  "GMA" means GMA Sales Corporation, a Delaware corporation and
a direct Wholly-Owned Subsidiary of Borrower.

                  "Government Acts" is defined in Section 2.9(g).

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

                  "GRC" means Gaylord Receivables Corporation, a Delaware
corporation and a direct Wholly-Owned Subsidiary of Borrower.

                  "Guarantee Obligations" means, as to any Person, without
duplication, any direct or indirect obligation of such Person guaranteeing or
intended to guarantee any Indebtedness, Capitalized Lease or operating lease,
dividend or other obligation ("primary obligations") of any other Person (the
"primary obligor") in any


                                       15

<PAGE>   26



manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent: (i) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor; (ii) to advance or supply funds (a) for the purchase or payment of any
such primary obligation, or (b) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor; (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation; or
(iv) otherwise to assure or hold harmless the owner of such primary obligation
against loss in respect thereof; provided, however, that the term Guarantee
Obligation shall not include any endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Guarantee
Obligation at any time shall be deemed to be an amount equal to the lesser at
such time of (y) the stated or determinable amount of the primary obligation in
respect of which such Guarantee Obligation is made or (z) the maximum amount for
which such Person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation; or, if not stated or determinable, the
maximum reasonably anticipated liability (assuming full performance) in respect
thereof.

                  "Hazardous Materials" means (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls and
radon gas the existence or exposure to which is prohibited, limited or regulated
by any Governmental Authority; (b) any chemicals, materials or substances
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," "restricted hazardous materials," "extremely
hazardous wastes," "restrictive hazardous wastes," "toxic substances," "toxic
pollutants," "contaminants" or "pollutants," or words of similar meaning and
regulatory effect as defined by Environmental Laws ; or (c) any other chemical,
material or substance, exposure to which is prohibited, limited or regulated by
any Governmental Authority.

                  "Indebtedness" means, as applied to any Person (without
duplication):

                        (i) all indebtedness of such Person for borrowed money;

                        (ii) the deferred and unpaid balance of the purchase
         price of assets or services (other than trade payables and other
         accrued liabilities incurred in the ordinary course of business that
         are not overdue by more than 90 days unless being contested in good
         faith) which purchase price is (a) due more than six months from the
         date of incurrence of the obligation in respect thereof or (b)
         evidenced by a note or a similar written instrument;

                        (iii) all Capitalized Lease Obligations;

                        (iv) all indebtedness secured by any Lien on any
         property owned by such Person, whether or not such indebtedness has
         been assumed by such Person or is nonrecourse to such Person;

                        (v) notes payable and drafts accepted representing
         extensions of credit whether or not representing obligations for
         borrowed money (other than such notes or drafts for the deferred
         purchase price of assets or services which does not constitute
         Indebtedness pursuant to clause (ii) above);



                                       16

<PAGE>   27



                        (vi) indebtedness or obligations of such Person, in each
         case, evidenced by bonds, notes or similar written instrument;

                        (vii) the face amount of all letters of credit and
         bankers' acceptances issued for the account of such Person, and without
         duplication, all drafts drawn thereunder other than, in each case,
         commercial or standby letters of credit or the functional equivalent
         thereof issued in connection with performance, bid or advance payment
         obligations incurred in the ordinary course of business, including,
         without limitation, performance requirements under workers compensation
         or similar laws;

                        (viii) all net obligations of such Person under
         Instrument Rate Agreements or Other Hedging Agreements;

                        (ix) Guarantee Obligations of such Person (but excluding
         any Guarantee Obligation of Borrower where the primary obligor is a
         Subsidiary of Borrower and the obligation of such Subsidiary is not
         otherwise an obligation specified in any other clause of this
         definition of Indebtedness); and

                        (x) the principal balance outstanding under any
         synthetic lease, tax retention operation lease, off-balance sheet loan
         or similar off-balance sheet financing product to which such Person is
         a party, where such transaction is considered borrowed money
         indebtedness for tax purposes but is classified as an operating lease
         in accordance with GAAP.

                  "Indebtedness to Remain Outstanding" is defined in Section
6.5(d).

                  "Indemnified Person" is defined in Section 12.4(b).

                  "Initial Borrowing" means the first Borrowing by Borrower
under this Agreement.

                  "Initial Borrowing Date" means the date of the Initial
Borrowing.

                  "Initial Loan" means the first Loan made by the Lenders under
this Agreement.

                  "Intellectual Property" is defined in Section 6.21.

                  "Interest Coverage Ratio" means, for any period, the ratio of
Consolidated EBITDA to Consolidated Interest Expense for such period.

                  "Interest Payment Date" means (a) as to any Base Rate Loan,
each Quarterly Payment Date to occur while such Loan is outstanding, (b) as to
any Eurodollar Loan the last day of the Interest Period applicable thereto and
(c) as to any Eurodollar Loan having an Interest Period longer than three
months, each day which is three months after the first day of the Interest
Period applicable thereto; provided, however, that, in addition to the
foregoing, each of (x) the date upon which both the Revolving Commitments have
been terminated and the Loans have been paid in full and (y) the Termination
Date shall be deemed to be an "Interest Payment Date" with respect to any
interest which is then accrued hereunder.


                                       17

<PAGE>   28



                  "Interest Period" is defined in Section 3.4.

                  "Interest Rate Agreement" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate futures contract, interest rate option contract or other similar agreement
or arrangement to which Borrower or any Subsidiary is a party.

                  "Interest Rate Determination Date" means with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

                  "Inventory" means, inclusively, all goods, merchandise and
other personal property wherever located, now owned or hereafter acquired by
Borrower or any of its Subsidiaries of every kind or description which are held
for sale or lease or are furnished or to be furnished under a contract of
service or are raw materials, work-in-process or materials used or consumed or
to be used or consumed in Borrower's or any of its Subsidiaries' business.

                  "Investment" means, as applied to any Person, (i) any direct
or indirect purchase or other acquisition by that Person of, or a beneficial
interest in, Securities of any other Person, or a capital contribution by that
Person to any other Person (ii) any direct or indirect loan or advance to any
other Person (other than prepaid expenses or Accounts Receivable created or
acquired in the ordinary course of business), including all Indebtedness to such
Person arising from a sale of property by such Person other than in the ordinary
course of its business (iii) any purchase by that Person of all or a significant
part of the assets of a business conducted by another Person (including any
purchase) or (iv) any purchase by that Person of a futures contract or such
Person otherwise becoming liable for the purchase or sale of currency or other
commodity at a future date in the nature of a futures contract. The amount of
any Investment by any Person on any date of determination shall be the sum of
the value of the gross assets acquired by such Person (including the amount of
any liability assumed in connection with the acquisition by such Person to the
extent such liability would be reflected on a balance sheet prepared in
accordance with GAAP) plus the cost of all additions, thereto, without any
adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment, minus the amount of all cash returns
of principal or capital thereon, cash dividends thereon and other cash returns
on investment thereon or liabilities expressly assumed by another Person (other
than Borrower or another Subsidiary or Borrower) in connection with the sale of
such Investment. Whenever the term "outstanding" is used in this Agreement with
reference to an Investment, it shall take into account the matters referred to
in the proceeding sentence.

                  "IRS" means the United States Internal Revenue Service, or any
successor or analogous organization.

                  "Landlord Consent" means a letter in favor of Agent and the
Lenders which is executed by each lessor of any leased facility of Borrower or
any Subsidiary of Borrower at which Collateral may now or in the future be
located, in form and substance satisfactory to Agent.

                  "LC Commission" is defined in Section 2.9(e)(ii).

                  "LC Obligations" means, at any time, an amount equal to the
sum of (a) the aggregate Stated Amount of the then outstanding Letters of Credit
and (b) the aggregate amount of Unpaid Drawings. The LC Obligation of


                                       18

<PAGE>   29



any Lender at any time shall mean its Revolver Pro Rata Share of the aggregate
LC Obligations outstanding at such time.

                  "Lender" and "Lenders" have the respective meanings assigned
to those terms in the introduction to this Agreement and shall include any
Person that becomes a "Lender" as contemplated by Section 12.8.

                  "Lender Default" means (i) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.1 or 2.9(f) or (ii) a
Lender having notified in writing Borrower and/or Agent that it does not intend
to comply with its obligations under Section 2.1 (whether or not as a result of
any takeover of such Lender by any regulatory authority or agency).

                  "Letter of Credit Payment" means as applicable (a) all
payments made by the Facing Agent pursuant to either a draft or demand for
payment under a Letter of Credit or (b) all payments made by the Lenders to the
Facing Agent in respect thereof (whether or not in accordance with their
Revolver Pro Rata Shares).

                  "Letter of Credit Request" is defined in Section 2.9(b).

                  "Letters of Credit" means, collectively, all Commercial
Letters of Credit and Standby Letters of Credit issued pursuant to this
Agreement, and "Letter of Credit" means any one of such Letters of Credit.

                  "Lien" means (i) any judgment lien or execution, attachment,
levy, distraint or similar legal process and (ii) any mortgage, pledge,
hypothecation, collateral assignment, security interest, encumbrance, lien,
charge or deposit arrangement (other than a deposit to a Deposit Account in the
ordinary course of business and not intended as security) of any kind
(including, without limitation, any conditional sale or other title retention
agreement or lease in the nature thereof, any agreement to give any of the
foregoing, or any filing or agreement to file a financing statement as debtor
under the Uniform Commercial Code or any similar statute other than to reflect
ownership by a third party of property leased to Borrower or any of its
Subsidiaries under a lease which is not in the nature of a conditional sale or
title retention agreement).

                  "Loan" means any of the Term Loans, the Swing Line Loans or
the Revolving Loans and "Loans" means all such Loans collectively.

                  "Loan Documents" means, collectively, this Agreement, the
Notes, each Letter of Credit, each Security Document, each Interest Rate
Agreement to which any Lender or any Affiliate of a Lender is a party, and all
other agreements, instruments and documents executed in connection therewith, in
each case as the same may at any time be amended, supplemented, restated or
otherwise modified and in effect.

                  "Majority Lenders" of any Facility means those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if all outstanding Obligations of other Facilities under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, condition (financial or otherwise), assets, liabilities,
property or operations of Borrower and its Subsidiaries taken as a whole, (b)
the


                                       19

<PAGE>   30



ability of Borrower or any Subsidiary to perform its respective obligations
under any Loan Document to which it is a party, or (c) the validity or
enforceability (other than in accordance with its terms) of this Agreement or
any of the Security Documents or the rights or remedies of Agent and the Lenders
hereunder or thereunder.

                  "Material Subsidiary" means any Subsidiary of Borrower having
assets as of the date of determination with a value greater than or equal to one
percent of the value of the consolidated assets of Borrower as of such date.

                  "Maximum Commitment" means, when used with reference to any
Lender, the aggregate of such Lender's Term Commitment and Revolving Commitment
in the amounts not to exceed those set forth opposite the name of such Lender on
Schedule 1.1(a) hereto, subject to reduction from time to time in accordance
with the terms of this Agreement.

                  "Minimum Borrowing Amount" means, with respect to Base Rate
Loans, $1,000,000, and with respect to Eurodollar Loans, $1,000,000, and with
respect to Swing Line Loans, $500,000.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Mortgage" is defined in Section 5.1(d) and shall also include
any mortgages or similar documents executed pursuant to Section 7.12, all as
amended, restated, supplemented or otherwise modified from time to time.

                  "Mortgage Policies" is defined in Section 5.1(d) and shall
also include any mortgage policies or similar documents executed pursuant to
Section 7.12.

                  "Mortgaged Property" is defined in Section 5.1(d) and shall
also include any real property subject to a mortgage pursuant to Section 7.12.

                  "Most Recent Ratio of Total Debt to EBITDA" means, at any date
of determination, the ratio of Total Consolidated Indebtedness as of the end of
the most recently ended fiscal quarter of Borrower for which financial
statements have been delivered pursuant to Section 7.1 to Consolidated EBITDA
for the period of four consecutive fiscal quarters ending on the last day of the
most recently ended fiscal quarter of Borrower for which financial statements
have been delivered pursuant to Section 7.1; provided, however, that if Borrower
fails to deliver such financial statements as required by Article VII and
further fails to remedy such default within five days of notice thereof from
Agent, then, without prejudice to any other rights of any Lender hereunder, the
Most Recent Ratio of Consolidated Debt to Consolidated EBITDA" shall be deemed
to be greater than 4.00 to 1.0 as of the date such financial statements were
required to be delivered under Section 7.1.

                  "Multiemployer Plan" means any plan described in Section
4001(a)(3) of ERISA to which contributions are or have, within the preceding six
years, been made, or are or were, within the preceding six years, required to be
made, by Borrower or any of its ERISA Affiliates or any Subsidiary of Borrower
or ERISA Affiliates of such Subsidiary.



                                       20

<PAGE>   31



                  "Net Offering Proceeds" means the proceeds received from (a)
the issuance of any Capital Stock or (b) the incurrence of any Indebtedness, in
each case net of the actual liabilities for reasonably anticipated cash taxes in
connection with such issuance or incurrence, if any, any underwriting, brokerage
and other customary selling commissions incurred in connection with such
issuance or incurrence, and reasonable legal, advisory and other fees and
expenses, including title and recording tax expenses, if any, incurred in
connection with such issuance or incurrence.

                  "Net Sale Proceeds" means, with respect to any Asset
Disposition the aggregate cash payments received by Borrower or any Subsidiary
from such Asset Disposition (including, without limitation, cash received by way
of deferred payment pursuant to a note receivable, conversion of non-cash
consideration, cash payments in respect of purchase price adjustments or
otherwise, but only as and when such cash is received) minus the direct costs
and expenses incurred in connection therewith (including in the case of any
Asset Disposition, the payment of the outstanding principal amount of, premium,
if any, and interest on any Indebtedness (other than hereunder) required to be
repaid as a result of such Asset Disposition); and any provision for taxes in
respect thereof made in accordance with GAAP provided that such expenses shall
only include taxes to the extent that taxes are payable in cash in the current
year or the following year as a result of such Asset Disposition. Any proceeds
received in a currency other than Dollars shall, for purposes of the calculation
of the amount of Net Sale Proceeds, be in an amount equal to the Dollar
equivalent thereof as of the date of receipt thereof by Borrower or any
Subsidiary of Borrower. For purposes of this Agreement, Net Sale Proceeds shall
not include proceeds from any Recovery Event.


                  "9.875% Indenture" means that certain Indenture dated as of
February 23, 1998 between Borrower and Chase Bank of Texas N.A., as trustee, as
amended, restated, supplemented or otherwise modified from time to time.

                  "9.875% Senior Subordinated Notes" means Borrower's 9.875%
Senior Subordinated Notes due February 2008 and issued pursuant to the 9.875%
Indenture.

                  "9.75% Indenture" means that certain Indenture dated as of
June 12, 1997 between Borrower and State Street Bank and Trust Company, as
trustee, as amended, restated, supplemented or otherwise modified from time to
time.

                  "9.75% Senior Notes" means Borrower's 9.75% Senior Notes due
June 2007 and issued pursuant to the 9.75% Indenture.

                  "9.375% Indenture" means that certain Indenture dated as of
February 23, 1998 between Borrower and State Street Bank and Trust Company, as
trustee, as amended, restated, supplemented or otherwise modified from time to
time.

                  "9.375% Senior Notes" means Borrower's 9.375% Senior Notes due
June 2007 and issued pursuant to the 9.375% Indenture.

                  "Non-Defaulting Lender" means each Lender which is not a
Defaulting Lender.


                                       21

<PAGE>   32



                  "Note" means any of the Revolving Notes, the Swing Line Note
or the Term Notes and "Notes" means all of such Notes collectively.

                  "Notice Address" is defined in Section 2.5.

                  "Notice of Borrowing" is defined in Section 2.5.

                  "Notice of Conversion or Continuation" is defined in Section
2.6.

                  "Notice Office" means the office of the Agent located at One
Bankers Trust Plaza, New York, New York 10006, or such other office as the Agent
may designate to Borrower and the Lenders from time to time.

                  "Obligations" means all liabilities and obligations of
Borrower and any Subsidiary of Borrower now or hereafter arising under this
Agreement and all of the other Loan Documents, whether for principal, interest,
fees, expenses, indemnities or otherwise, and whether primary, secondary,
direct, indirect, contingent, fixed or otherwise (including obligations of
performance).

                  "Operating Lease" of any Person, means any lease (including,
without limitation, leases which may be terminated by the lessee at any time) of
any property (whether real, personal or mixed) by such Person, as lessee, which
is not a Capitalized Lease.

                  "Organizational Documents" means, with respect to any Person,
such Person's articles or certificate of incorporation, bylaws, partnership
agreement, joint venture agreement or other similar governing documents and any
document setting forth the designation, amount and/or relative rights,
limitations and preferences of any class or series of such Person's Capital
Stock.

                  "Other Hedging Agreement" means any foreign exchange contract,
currency swap agreement, futures contract, commodity agreements, option
contract, synthetic cap or other similar agreement.

                  "Outstanding Letters of Credit" is defined in Section 2.9(j).

                  "Participants" is defined in Section 12.8(b).

                  "Payment Office" is defined in Section 2.7.

                  "PBGC" means the Pension Benefit Guaranty Corporation created
by Section 4002(a) of ERISA.

                  "Permitted Holders" means (i) Mid-America Group, Ltd., an Iowa
corporation (but only so long as all of the issued and outstanding capital stock
is owned beneficially and of record by Marvin A. Pomerantz, his spouse, members
of his immediate family and/or any of the lineal descendants of any thereof),
(ii) Marvin A. Pomerantz, his spouse, members of his immediate family and/or any
of the lineal descendants of any thereof, and (iii) Warren J. Hayford, his
spouse, members of his immediate family and/or any of the lineal descendants of
any thereof.


                                       22

<PAGE>   33



                  "Permitted Liens" is defined in Section 8.1.

                  "Permitted Real Property Encumbrances" means (i) those liens,
encumbrances and other matters affecting title to any Mortgaged Property listed
in the Mortgage Policies in respect thereof and found, on the date of delivery
of such Mortgage Policies to Agent in accordance with the terms hereof,
reasonably acceptable by Agent, (ii) as to any particular Mortgaged Property at
any time, such easements, encroachments, covenants, rights of way, minor
defects, irregularities or encumbrances on title which do not, in the reasonable
opinion of Agent, materially impair such Mortgaged Property for the purpose for
which it is held by the mortgagor thereof, or the Lien held by Agent, (iii)
municipal and zoning ordinances, which are not violated in any material respect
by the existing improvements and the present use made by the mortgagor thereof
of the Premises (as defined in the respective Mortgage), (iv) general real
estate taxes and assessments not yet delinquent, and (v) such other items as
Agent may consent to.

                  "Person" means an individual or a corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.

                  "Plan" means any plan described in Section 4021(a) of ERISA
and not excluded pursuant to Section 4021(b) thereof, which is or has, within
the preceding six years, been established or maintained, or to which
contributions are or have, within the preceding six years, been made, by
Borrower or any of its ERISA Affiliates or any Subsidiary of Borrower or any
ERISA Affiliates of such Subsidiary, but not including any Multiemployer Plan.

                  "Plan Administrator" has the meaning assigned to the term
"administrator" in Section 3(16)(A) of ERISA.

                  "Plan Sponsor" has the meaning assigned to the term "plan
sponsor" in Section 3(16)(B) of ERISA.

                  "Pledge Agreement" is defined in Section 5.1(c).

                  "Pledged Securities" means all of the Pledged Securities as
defined in the Pledge Agreement.

                  "Preferred Stock" means preferred stock of Borrower which (i)
is not convertible or exchangeable into Indebtedness, (ii) may not, upon the
occurrence of any event or circumstance or otherwise by its terms, be required
to be redeemed by Borrower or be redeemable at the option of the holder thereof,
in each case, at any time prior to the first anniversary of the Term Loan
Maturity Date and (iii) does not contain other terms (other than customary
market terms for preferred stock of similar companies) which could reasonably be
expected to adversely affect the interests of the Lenders.

                  "Pro Forma Balance Sheet" is defined in Section 6.5(a).

                  "Pro Rata Share" means, when used with reference to any Lender
and any described aggregate or total amount, an amount equal to the result
obtained by multiplying such described aggregate or total amount by


                                       23

<PAGE>   34



a fraction the numerator of which shall be such Lender's Maximum Commitment and
the denominator of which shall be the Total Commitment or, if no Commitments are
then outstanding, such Lender's aggregate outstanding principal amount of Loans
to the total Loans hereunder.

                  "Projections" is defined in Section 6.5(e).

                  "Public Debt" means, collectively, the 9.375% Senior Notes,
the 9.75% Senior Notes and the 9.875% Senior Subordinated Notes.

                  "Public Debt Indentures" means, collectively, the 9.375%
Indenture, the 9.75% Indenture and the 9.875% Indenture.

                  "Purchase Money Indebtedness" is defined in Section 8.2.

                  "Quarterly Payment Date" means the last Business Day of each
March, June, September and December of each year.

                  "Receivables Entity" means a Wholly-Owned Subsidiary of
Borrower which engages in no activities other than in connection with the
financing of Accounts Receivables of the Designated Credit Parties and which is
designated (as provided below) as the Receivables Entity (a) no portion of the
Indebtedness or any other obligations (contingent or otherwise) of which (i) is
guaranteed by Borrower or any other Subsidiary of Borrower (excluding guarantees
of obligations (other than the principal of, and interest on, Indebtedness))
pursuant to Standard Securitization Undertakings, (ii) is recourse to or
obligates Borrower or any other Subsidiary of Borrower in any way other than
pursuant to Standard Securitization Undertakings or (iii) subjects any property
or asset of Borrower or any other Subsidiary of Borrower, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings, (b) with which neither
Borrower nor any of its subsidiaries has any contract, agreement, arrangement or
understanding (other than pursuant to the Accounts Receivable Facility Documents
(including with respect to fees payable in the ordinary course of business in
connection with the serving of accounts receivable and related assets)) on terms
less favorable to Borrower or such Subsidiary than those that might be obtained
at the time from persons that are not Affiliates of Borrower, and (c) to which
neither Borrower nor any other Subsidiary of Borrower has any obligation to
maintain or preserve such entity's financial condition or cause such entity to
achieve certain levels of operating results. The Receivables Entity as of the
Closing Date shall be Gaylord Receivables Corporation, a Delaware corporation
and a Wholly- Owned Subsidiary of Borrower. Any subsequent designation shall be
evidence to the Agent by filing with the Agent an officer's certificate of
Borrower certifying that, to the best of such officer's knowledge, and belief
after consultation with counsel, such designations complied with the foregoing
conditions.

                  "Recovery Event" means the receipt by Borrower (or any of its
Affiliates) of any insurance or condemnation proceeds payable (i) by reason of
any theft, physical destruction or damage or any other similar event with
respect to any properties or assets of Borrower or any of its Subsidiaries, (ii)
by reason any condemnation, taking, seizing or similar event with respect to any
properties or assets of Borrower or any of its Subsidiaries and (iii) under any
policy of insurance required to be maintained under Section 7.8.



                                       24

<PAGE>   35



                  "Recovery Event Escrow Account" is defined in Section 4.4(g).

                  "Refunded Swing Line Loans" is defined in Section 2.1(c)(ii).

                  "Regulation D" means Regulation D of the Board as from time to
time in effect and any successor to all or a portion thereof establishing
reserve requirements.

                  "Release" means any release, spill, emission, leaking,
pumping, pouring, emptying, dumping, injection, disposal, discharge, escape,
leaching or migration into the environment.

                  "Remedial Action" means actions required to (i) clean up,
remove, treat or in any other way address Hazardous Materials in the indoor or
outdoor environment, (ii) prevent or minimize the Release or threat of Release
of Hazardous Materials so they do not migrate or endanger or threaten to
endanger public health or welfare or the indoor or outdoor environment; or (iii)
perform pre-remedial or post-remedial studies and investigations and post-
remedial monitoring and care or any other studies, reports or investigations
relating to Hazardous Materials.

                  "Replaced Lender" is defined in Section 3.7.

                  "Replacement Lender" is defined in Section 3.7.

                  "Reportable Event" means a "reportable event" described in
Section 4043(c) of ERISA or in the regulations thereunder with respect to a
Plan, the filing of a notice of intent to terminate a Plan, the termination of a
Plan, any event requiring disclosure under Section 4063(a) or 4062(e) of ERISA,
receipt of a notice of withdrawal liability with respect to a Multiemployer Plan
pursuant to Section 4202 of ERISA or receipt of a notice of reorganization or
insolvency with respect to a Multiemployer Plan pursuant to Section 4242 or 4245
of ERISA.

                  "Required Lenders" means Non-Defaulting Lenders the sum of
whose outstanding Term Loans and Revolving Commitments (or, if after the Total
Revolving Commitment has been terminated, outstanding Revolving Loans and
Revolver Pro Rata Share of outstanding Swing Line Loans and Letter of Credit
Obligations) constitute greater than 50% of the sum of (i) the total outstanding
Term Loans of Non-Defaulting Lenders and (ii) the Total Revolving Commitment
less the aggregate Revolving Commitments of Defaulting Lenders (or, if after the
Total Revolving Commitment has been terminated, the total outstanding Revolving
Loans of Non-Defaulting Lenders and the aggregate Revolver Pro Rata Share of all
Non-Defaulting Lenders of the total outstanding Swing Line Loans and Letter of
Credit Obligations at such time).

                  "Requirement of Law" means, as to any Person, any law
(including common law), treaty, rule or regulation or judgment, decree,
determination or award of an arbitrator or a court or other Governmental
Authority, including without limitation, any Environmental Law, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

                  "Responsible Officer" means any of the Chairman of the Board
of Directors, President, any Executive Vice President, the Vice
President/Corporate Controller, the Treasurer, any Assistant Treasurer, any Vice
President, the General Counsel or the Chief Financial Officer of Borrower.


                                       25

<PAGE>   36



                  "Restricted Payment" is defined in Section 8.5.

                  "Returns" is defined in Section 6.9.

                  "Revolver Pro Rata Share" means, when used with reference to
any Revolving Lender and any described aggregate or total amount, an amount
equal to the result obtained by multiplying such described aggregate or total
amount by a fraction the numerator of which shall be such Lender's Revolving
Commitment and the denominator of which shall be the Revolving Commitments or,
if the Revolver Termination Date has occurred, such Lender's aggregate
outstanding principal amount of Revolving Loans to the aggregate outstanding
principal amount of all Revolving Loans hereunder.

                  "Revolver Termination Date" means June 19, 2003 or such
earlier date as the Revolving Commitments shall have been terminated or
otherwise reduced to $0 pursuant to this Agreement.

                  "Revolving Commitment" means, with respect to any Lender, the
obligation of such Lender to make Revolving Loans and to participate in Letters
of Credit, as such commitment may be reduced from time to time pursuant to this
Agreement, which commitment as of the date hereof is the amount set forth
opposite such lender's name on Schedule 1.1(a) hereto under the caption "Amount
of Revolving Commitment" as the same may be adjusted from time to time pursuant
to the terms hereof and "Revolving Commitments" means such commitments
collectively, which commitments equal $175,000,000 in the aggregate as of the
Closing Date.

                  "Revolving Facility" means the credit facility under this
Agreement evidenced by the Revolving Commitments and the Revolving Loans.

                  "Revolving Lender" means any Lender which has a Revolving
Commitment or is owed a Revolving Loan.

                  "Revolving Loan" and "Revolving Loans" have the meanings given
in Section 2.1(b).

                  "Revolving Note" is defined in Section 2.2(a).

                  "Sale and Leaseback Transaction" means any arrangement,
directly or indirectly, whereby a seller or transferor shall sell or otherwise
transfer any real or personal property and then or thereafter lease, or
repurchase under an extended purchase contract, conditional sales or other title
retention agreement, the same or similar property.

                  "Scheduled Term Repayments" means, with respect to the
principal payments on the Term Loans for each date set forth below, the Dollar
amount set forth opposite thereto:

                                       Scheduled Term Loan
           Date                        Principal Payment
           ----                        -----------------

         June 15, 1999                        $625,000


                                       26

<PAGE>   37



         December 15, 1999                    $625,000
         June 15, 2000                        $625,000
         December 15, 2000                    $625,000
         June 15, 2001                        $625,000
         December 15, 2001                    $625,000
         June 15, 2002                        $625,000
         December 15, 2002                    $625,000
         June 15, 2003                        $625,000
         December 15, 2003                    $59,687,500
         Term Loan Maturity Date              $59,687,500 of, if less, the 
                                              aggregate principal of Term Loans
                                              outstanding

                  "SEC" means the Securities and Exchange Commission or any
successor thereto.

                  "Secured Creditors" shall have the meaning provided in the
respective Security Documents.

                  "Securities" means any stock, shares, voting trust
certificates, bonds, debentures, options, warrants, notes, or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities" or any certificates of
interest, shares or participations in temporary or interim certificates for the
purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Security Agreement" is defined in Section 5.1(b).

                  "Security Documents" means, collectively the Security
Agreement, the Pledge Agreement, the Mortgages, the Intellectual Property
Assignment, and all other agreements, assignments, security agreements,
instruments and documents executed in connection therewith, in each case as the
same may at any time be amended, supplemented, restated or otherwise modified
and in effect. For purposes of this Agreement, "Security Documents" shall also
include all guaranties, security agreements, mortgages, pledge agreements,
collateral assignments, subordination agreements and other collateral documents
in the nature of any thereof entered into by Borrower or any Subsidiary of
Borrower after the date of this Agreement in favor of Agent for the benefit of
the Lenders in satisfaction of the requirements of this Agreement.

                  "S&P" means Standard & Poor's Rating Services, a division of
McGraw-Hill, Inc., or any successor to the rating agency business thereof.

                  "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by Borrower or any Subsidiary
thereof in connection with the Accounts Receivable Facility which are reasonably
customary in an off-balance-sheet accounts receivable transaction.



                                       27

<PAGE>   38



                  "Standby Letter of Credit" means any of the irrevocable
standby letters of credit issued for the account of Borrower pursuant to this
Agreement having a Stated Amount and otherwise in form and substance acceptable
to the Facing Agent, together with any increases or decreases in the Stated
Amount thereof and any renewals, amendments and/or extensions thereof.

                  "Stated Amount" or "Stated Amounts" means with respect to any
Letter of Credit the stated or face amount of such Letter of Credit to the
extent available at the time for drawing (subject to presentment of all
requisite documents), as the same may be increased or decreased from time to
time in accordance with the terms of such Letter of Credit. For purposes of
calculating the Stated Amount of any Letter of Credit at any time:

                           (i) any increase in the Stated Amount of any Letter
         of Credit by reason of any amendment to any Letter of Credit shall be
         deemed effective under this Agreement as of the date Facing Agent
         actually issues an amendment purporting to increase the Stated Amount
         of such Letter of Credit, whether or not Facing Agent receives the
         consent of the Letter of Credit beneficiary or beneficiaries to the
         amendment, except that if Borrower has required that the increase in
         Stated Amount be given effect as of an earlier date and Facing Agent
         issues an amendment to that effect, then such increase in Stated Amount
         shall be deemed effective under this Agreement as of such earlier date
         requested by Borrower; and

                           (ii) any reduction in the Stated Amount of any Letter
         of Credit by reason of any amendment to any Letter of Credit shall be
         deemed effective under this Agreement as of the later of (x) the date
         Facing Agent actually issues an amendment purporting to reduce the
         Stated Amount of such Letter of Credit, whether or not the amendment
         provides that the reduction be given effect as of an earlier date, or
         (y) the date Facing Agent receives the written consent (including by
         telex or facsimile transmission) of the Letter of Credit beneficiary or
         beneficiaries to such reduction, whether written consent must be dated
         on or after the date of the amendment issued by Facing Agent purporting
         to effect such reduction.

                  "Subsidiary" of any Person means any corporation, partnership
(limited or general), limited liability company, trust or other entity of which
a majority of the stock (or equivalent ownership or controlling interest) having
voting power to elect a majority of the board of directors (if a corporation) or
to select the trustee or equivalent controlling interest, shall, at the time
such reference becomes operative, be directly or indirectly owned or controlled
by such Person or one or more of the other subsidiaries of such Person or any
combination thereof. Unless otherwise qualified, all references to a
"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary
or Subsidiaries of Borrower.

                  "Subsidiary Guarantor" means each of the Subsidiaries of
Borrower that becomes a party to a Guaranty Agreement as contemplated in Section
7.12(d).

                  "Swing Line Commitment" of the Swing Line Lender at any date,
the obligation of the Swing Line Lender to make Swing Line Loans pursuant to
Section 2.1(c) in the amount referred to therein.

                  "Swing Line Lender" means BT.


                                       28

<PAGE>   39



                  "Swing Line Loans" is defined in Section 2.1(c).

                  "Swing Line Loan Participation Certificate" means a
certificate, substantially in the form of Exhibit 2.1(c).

                  "Swing Line Note" is defined in Section 2.2(a).

                  "Taxes" is defined in Section 4.7(a).

                  "Term Commitment" means, with respect to any lender, the
principal amount set forth opposite such Lender's name on Schedule 1.1(a) hereto
or in any Assignment and Assumption Agreement under the caption "Amount of Term
Commitment", as such commitment may be adjusted from time to time pursuant to
this Agreement, and "Term Commitments" means such commitments collectively,
which commitments equal $125,000,000 in the aggregate as of the Closing Date.

                  "Term Facility" means the credit facility under this Agreement
evidenced by the Term Commitments and the Term Loans.


                  "Term Lender" means any Lender which has a Term Commitment or
is owed a Term Loan.

                  "Term Loan" and "Term Loans" is defined in Section 2.1(a).

                  "Term Loan Maturity Date" means June 19, 2004, or such earlier
date as the outstanding Term Loan shall have been reduced to $0 pursuant to this
Agreement.

                  "Term Note" is defined in Section 2.2(a).

                  "Term Pro Rata Share" means, when used with reference to any
Term Lender and any described aggregate or total amount, an amount equal to the
result obtained by multiplying such described aggregate or total amount by a
fraction the numerator of which shall be such Lender's then outstanding Term
Loan and the denominator of which shall be all then outstanding Term Loans.

                  "Test Period" means, as of any date of determination, the
period of four consecutive Fiscal Quarters of Borrower most recently ended.

                  "Total Available Revolving Commitment" means, at the time any
determination thereof is made, the sum of the respective Available Revolving
Commitments of the Lenders at such time.

                  "Total Commitment" means, at the time any determination
thereof is made, the sum of the Term Commitments and the Revolving Commitments
at such time.



                                       29

<PAGE>   40



                  "Total Consolidated Indebtedness" means the total of all
Indebtedness of Borrower and its Subsidiaries.

                  "Total Revolving Commitment" means, at any time, the sum of
the Revolving Commitments of each of the Lenders at such time.

                  "Transaction" means and include (i) each of the Credit Events
occurring on the Closing Date, (ii) the termination of the Existing Credit
Agreement, (iii) such other transactions as are contemplated by the Documents,
and (iv) the payment of fees and expenses in connection with the foregoing.

                  "Transaction Documents" means, collectively, the Existing
Credit Agreement Termination Documents and any agreement, document, instrument
and certificate executed and/or delivered after the date hereof pursuant to the
terms of, or in connection with, any of the foregoing.

                  "Transferee" is defined in Section 12.8(d).

                  "Type" means any type of Loan, namely, a Base Rate Loan or a
Eurodollar Loan.

                  "UCC" means the Uniform Commercial Code as in effect from time
to time in the relevant jurisdiction.

                  "Unmatured Event of Default" means an event, act or occurrence
which with the giving of notice or the lapse of time (or both) would become an
Event of Default.

                  "Unpaid Drawing" means the aggregate amount of drawings under
all Letters of Credit which have not then been reimbursed pursuant to Section
2.9(c).

                  "Voting Securities" means any class of Capital Stock of a
Person pursuant to which the holders thereof have, at the time of determination,
the general voting power under ordinary circumstances to vote for the election
of directors, managers, trustees or general partners of such Person
(irrespective of whether or not at the time any other class or classes will have
or might have voting power by reason of the happening of any contingency).

                  "Warrant Agent" means Harris Trust and Savings Bank, as the
agent under the Warrant Agreement, and any successor agent thereunder.

                  "Warrant Agreement" means the warrant agreement between
Borrower and the Warrant Agent, dated as of November 2, 1992 in connection with
the issuance of the Warrants, as the same may be amended from time to time in
accordance with this Agreement.

                  "Warrants" means:

                  (i) the warrants to purchase shares of Class A Common Stock
         issued pursuant to the Warrant Agreement; and


                                       30

<PAGE>   41



                  (ii) any warrants which may hereafter be issued pursuant to
         any transfers of warrants issued pursuant to the Warrant Agreement or
         any partial exercise or partial redemption of such warrants, or
         pursuant to any transfers or partial exercises or partial redemptions
         of warrants issued pursuant to transfers or partial exercises or
         partial redemptions of warrants;

as the same may be amended from time to time in accordance with this Agreement.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding principal amount of such Indebtedness into (b) the total of the
product obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof by (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment.

                  "Wholly-Owned Subsidiary" means, with respect to any Person,
any Subsidiary of such Person, all of the outstanding shares of capital stock of
which (other than qualifying shares required to be owned by directors or by
foreign nationals) are at the time owned directly or indirectly by such Person
and/or one or more Wholly- Owned Subsidiaries of such Person.

                  "written" or "in writing" means any form of written
communication or a communication by means of telecopier device or authenticated
telex, telegraph or cable.

                  "Y2K Problem" means any significant risk that computer
         hardware, software or equipment containing embedded microchips
         essential to the business or operations of Borrower or any of its
         Subsidiaries will not, in the case of dates or time periods occurring
         after December 31, 1999, function at least as efficiently and reliably
         in all material respects as in the case of times or time periods
         occurring before January 1, 2000, including the making of accurate leap
         year calculations.

                  The foregoing definitions shall be equally applicable to both
the singular and plural forms of the defined terms. The words "herein," "hereof"
and words of similar import as used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision in this Agreement.
References to "Articles", "Sections", "paragraphs", "Exhibits" and "Schedules"
in this Agreement shall refer to Articles, Sections, paragraphs, Exhibits and
Schedules of this Agreement unless otherwise expressly provided; references to
Persons include their respective permitted successors and assigns or, in the
case of governmental Persons, Persons succeeding to the relevant functions of
such persons; and all references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations.

                  1.2 Accounting Terms; Financial Statements. All accounting
terms used herein but not expressly defined in this Agreement shall have
respective meanings given to them in accordance with GAAP in effect on the date
hereof in the United States of America. Except as otherwise expressly provided
herein, all computations and determinations for purposes of determining
compliance with the financial requirements of this Agreement shall be made in
accordance with GAAP in effect in the United States of America on the date
hereof and on a basis consistent with the presentation of the financial
statements and projections delivered pursuant to, or otherwise


                                       31

<PAGE>   42



referred to in, Sections 6.5(a) and 6.5(e). Notwithstanding the foregoing
sentence, the financial statements required to be delivered pursuant to Section
7.1 shall be prepared in accordance with GAAP in the United States of America as
in effect on the respective dates of their preparation. Unless otherwise
provided for herein, wherever any computation is to be made with respect to any
Person and its Subsidiaries, such computation shall be made so as to exclude all
items of income, assets and liabilities attributable to any Person which is not
a Subsidiary of such Person.


                                   ARTICLE II

                           AMOUNT AND TERMS OF CREDIT

2.1  The Commitments.

                  (a) Term Loans. Each Term Lender, severally and for itself
alone, hereby agrees, on the terms and subject to the conditions hereinafter set
forth and in reliance upon the representations and warranties set forth herein
and in the other Loan Documents, to make a loan (each such loan, a "Term Loan"
and collectively, the "Term Loans") to Borrower on the Initial Borrowing Date in
an aggregate principal amount equal to the Term Commitment of such Term Lender.
The Term Loans (i) shall be incurred by Borrower pursuant to a single drawing,
which shall be on the Initial Borrowing Date, (ii) shall be denominated in
Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter
provided, may, at the option of Borrower, be maintained as and/or converted into
Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made by the
Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically
provided herein, consist entirely of Term Loans of the same Type and (iv) shall
not exceed for any Lender at the time of incurrence thereof on the Initial
Borrowing Date that aggregate principal amount which equals the Term Loan
Commitment, if any, of such Lender at such time. Each Term Lender's Term
Commitment shall expire immediately and without further action on the Initial
Borrowing Date if the Term Loans are not made on the Initial Borrowing Date. No
amount of a Term Loan which is repaid or prepaid by Borrower may be reborrowed
hereunder.

                  (b) Revolving Loans. Each Revolving Lender, severally and for
itself alone, hereby agrees, on the terms and subject to the conditions
hereinafter set forth and in reliance upon the representations and warranties
set forth herein and in the other Loan Documents, to make loans to Borrower on a
revolving basis from time to time during the Commitment Period, in an amount not
to exceed its Revolver Pro Rata Share of the Total Available Revolving
Commitment (each such loan by any Lender, a "Revolving Loan" and collectively,
the "Revolving Loans"). All Revolving Loans comprising the same Borrowing
hereunder shall be made by the Revolving Lenders simultaneously and in
proportion to their respective Revolving Commitments. Prior to the Revolver
Termination Date, Revolving Loans may be repaid and reborrowed by Borrower in
accordance with the provisions hereof and, except as otherwise specifically
provided herein, all Revolving Loans comprising the same Borrowing shall at all
times be of the same Type.



                                       32

<PAGE>   43



                  (c) Swing Line Loans.

                           (i) Swing Line Commitment. Subject to the terms and
conditions hereof, the Swing Line Lender in its individual capacity agrees to
make swing line loans in Dollars ("Swing Line Loans") to Borrower on any
Business Day from time to time during the Commitment Period in an aggregate
principal amount at any one time outstanding not to exceed $25.0 million;
provided, however, that in no event may the amount of any Borrowing of Swing
Line Loans (A) exceed the Total Available Revolving Commitment immediately prior
to such Borrowing (after giving effect to the use of proceeds thereof) or (B)
cause the outstanding Revolving Loans of any Lender, when added to such Lender's
Revolver Pro Rata Share of the then outstanding Swing Line Loans and Revolver
Pro Rata Share of the aggregate LC Obligations (exclusive of Unpaid Drawings
relating to LC Obligations which are repaid with the proceeds of, and
simultaneously with the incurrence of, Revolving Loans or Swing Line Loans) to
exceed such Lender's Revolving Commitment. Amounts borrowed by Borrower under
this Section 2.1(c)(i) may be repaid and, to but excluding five (5) Business
Days prior to the Revolver Termination Date, reborrowed. The Swing Line Loans
shall be made in Dollars and maintained as Base Rate Loans and, notwithstanding
Section 2.6, shall not be entitled to be converted into any other Type of Loan.

                           (ii) Refunding of Swing Line Loans. The Swing Line
Lender, at any time in its sole and absolute discretion, may on behalf of
Borrower (which hereby irrevocably directs the Swing Line Lender to so act on
its behalf) notify each Lender (including the Swing Line Lender) to make a
Revolving Loan in an amount equal to such Lender's Revolver Pro Rata Share of
the principal amount of the Swing Line Loans (the "Refunded Swing Line Loans")
outstanding on the date such notice is given, provided, however, that such
notice shall be deemed to have automatically been given upon the occurrence of
an Event of Default under Sections 10.1(e) or 10.1(f) or upon the occurrence of
a Change of Control. Unless any of the events described in Sections 10.1(e) or
10.1(f) shall have occurred (in which event the procedures of Section
2.1(c)(iii) shall apply) and regardless of whether the conditions precedent set
forth in this Agreement to the making of a Revolving Loan are then satisfied,
each Lender shall make the proceeds of its Revolving Loan available to the Swing
Line Lender at the Payment Office prior to 11:00 A.M., New York City time, in
funds immediately available on the Business Day next succeeding the date such
notice is given. The proceeds of such Revolving Loans shall be immediately
applied to repay the Refunded Swing Line Loans.

                           (iii) Participation in Swing Line Loans. If, prior to
refunding a Swing Line Loan with a Revolving Loan pursuant to Section
2.1(c)(ii), one of the events described in Sections 10.1(e) or 10.1(f) shall
have occurred, or if for any other reason a Revolving Loan cannot be made
pursuant to Section 2.1(c)(ii), then, subject to the provisions of Section
2.1(c)(iv) below, each Lender will, on the date such Revolving Loan was to have
been made, purchase (without recourse or warranty) from the Swing Line Lender an
undivided participation interest in the Swing Line Loan in an amount equal to
its Revolver Pro Rata Share of such Swing Line Loan. Upon request, each Lender
will immediately transfer to the Swing Line Lender, in immediately available
funds, the amount of its participation and upon receipt thereof the Swing Line
Lender will deliver to such Lender a Swing Line Loan Participation Certificate
dated the date of receipt of such funds and in such amount.

                           (iv) Lenders' Obligations Unconditional. Each
Lender's obligation to make Revolving Loans in accordance with Section
2.1(c)(ii) and to purchase participating interests in accordance with Section
2.1(c)(iii) above shall be absolute and unconditional and shall not be affected
by any circumstance, including,


                                       33

<PAGE>   44



without limitation, (A) any set-off, counterclaim, recoupment, defense or other
right which such Lender may have against the Swing Line Lender, Borrower or any
other Person for any reason whatsoever; (B) the occurrence or continuance of any
Event of Default or Unmatured Event of Default; (C) any adverse change in the
condition (financial or otherwise) of Borrower or any other Person; (D) any
breach of this Agreement by Borrower or any other Person; (E) any inability of
Borrower to satisfy the conditions precedent to borrowing set forth in this
Agreement on the date upon which such participating interest is to be purchased
or (F) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing. If any Lender does not make available to the
Swing Line Lender the amount required pursuant to Section 2.1(c)(ii) or (iii)
above, as the case may be, the Swing Line Lender shall be entitled to recover
such amount on demand from such Lender, together with interest thereon for each
day from the date of non-payment until such amount is paid in full at the
Federal Funds Rate for the first two Business Days and at the Base Rate
thereafter. Notwithstanding the foregoing provisions of this Section 2.1(c)(iv),
no Lender shall be required to make a Revolving Loan to Borrower for the purpose
of refunding a Swing Line Loan pursuant to Section 2.1(c)(ii) above or to
purchase a participating interest in a Swing Line Loan pursuant to Section
2.1(c)(iii) if an Event of Default or Unmatured Event of Default has occurred
and is continuing and, prior to the making by the Swing Line Lender of such
Swing Line Loan, the Swing Line Lender has received written notice from such
Lender specifying that such Event of Default or Unmatured Event of Default has
occurred and is continuing, describing the nature thereof and stating that, as a
result thereof, such Lender shall cease to make such Refunded Swing Line Loans
and purchase such participating interests, as the case may be; provided,
however, that the obligation of such Lender to make such Refunded Swing Line
Loans and to purchase such participating interests shall be reinstated upon the
earlier to occur of (y) the date upon which such Lender notifies the Swing Line
Lender that its prior notice has been withdrawn and (z) the date upon which the
Event of Default or Unmatured Event of Default specified in such notice no
longer is continuing.

                  2.2 Notes.

                  (a) Evidence of Indebtedness. Borrower's obligation to pay the
principal of and interest on all the Loans made to it by each Lender shall be
evidenced, (y) if Term Loans, by a promissory note (each, a "Term Note" and,
collectively, the "Term Notes") duly executed and delivered by Borrower
substantially in the form of Exhibit 2.2(a)-1 hereto, with blanks appropriately
completed in conformity herewith, (x) if Revolving Loans, by a promissory note
(each, a "Revolving Note" and, collectively, the "Revolving Notes") duly
executed and delivered by Borrower substantially in the form of Exhibit 2.2(a)-2
hereto, with blanks appropriately completed in conformity herewith and (z) if
Swing Line Loans, by a promissory note (the "Swing Line Note") duly executed and
delivered by Borrower substantially in the form of Exhibit 2.2(a)-3 hereto, with
blanks appropriately completed in conformity herewith.

                           (i) Provisions of the Term Notes. The Term Note
issued to each Term Lender shall (A) be executed by Borrower, (B) be payable to
the order of such Term Lender and be dated the Initial Borrowing Date, (C) be in
a stated principal amount equal to the Term Commitment of such Term Lender and
be payable in the aggregate principal amount of the Term Loan evidenced thereby,
(D) mature, with respect to each Term Loan evidenced thereby, on the Term Loan
Maturity Date, (E) be subject to mandatory prepayment as provided in Section
4.4, (F) bear interest as provided in Section 3.1 in respect of the Base Rate
Loans and Eurodollar Loans, as the case may be, evidenced thereby and (G) be
entitled to the benefits of this Agreement and the other applicable Loan
Documents.


                                       34

<PAGE>   45



                           (ii) Provisions of the Revolving Notes. The Revolving
Note issued to each Revolving Lender shall (A) be executed by Borrower, (B) be
payable to the order of such Lender and be dated the Initial Borrowing Date, (C)
be in a stated principal amount equal to the Revolving Commitment of such
Revolving Lender and be payable in the aggregate principal amount of the
Revolving Loans evidenced thereby, (D) mature, with respect to each Loan
evidenced thereby, on the Revolver Termination Date, (E) be subject to mandatory
prepayment as provided in Section 4.4, (F) bear interest as provided in the
appropriate clause of Section 3.1 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby and (G) be entitled to
the benefits of this Agreement and the other applicable Loan Documents.

                           (iii) Provisions of the Swing Line Note. The Swing
Line Note issued to BT shall (A) be executed by Borrower, (B) be payable to the
order of BT or its registered assigns and be dated the Initial Borrowing Date,
(C) be in a stated principal amount equal to the Swing Line Commitment and be
payable in the aggregate principal amount of the Swing Line Loans evidenced
thereby, (D) mature, with respect to each Loan evidenced thereby, five (5)
Business Days prior to the Revolver Termination Date, (E) be subject to
mandatory prepayment as provided in Section 4.4 and voluntary prepayment as
provided in Section 4.3, (F) bear interest as provided in Section 3.1 in respect
of the Base Rate Loan evidenced thereby and (G) be entitled to the benefits of
this Agreement and the other applicable Loan Documents.

                  (b) Notation of Payments. Each Lender will note on its
internal records the amount of each Loan made by it and each payment in respect
thereof and will, prior to any transfer of any of its Notes, endorse on the
reverse side thereof the outstanding principal amount of Loans evidenced
thereby. Failure to make any such notation shall not affect Borrower's or any
guarantor's obligations hereunder or under the other applicable Loan Documents
in respect of such Loans.

                  2.3 Minimum Amount of Each Borrowing; Maximum Number of
Borrowings. The aggregate principal amount of each Borrowing by Borrower
hereunder shall be not less than (i) in the case of a Base Rate Loan, $1,000,000
and, if greater, shall be in integral multiples of $500,000 above such minimum
(or, if less, the then Total Available Revolving Commitment) and (ii) in the
case of a Eurodollar Loan, $1,000,000 and, if greater, shall be in integral
multiples of $500,000 above such minimum and (iii) in the case of a Swing Line
Loan, $500,000 and, if greater, shall be in integral multiples of $100,000 above
such minimum. More than one Borrowing may be incurred on any date; provided that
at no time shall there be outstanding more than ten (10) Borrowings of
Eurodollar Loans.

                  2.4 Borrowing Options. The Term Loans and the Revolving Loans
shall, at the option of Borrower except as otherwise provided in this Agreement,
be (i) Base Rate Loans, (ii) Eurodollar Loans, or (iii) part Base Rate Loans and
part Eurodollar Loans; provided, however, that prior to the earlier to occur of
(a) the 90th day after the Initial Borrowing Date and (b) the date on which
Agent notifies Borrower that the primary syndication of the Loans has been
completed, no Loan may be made or converted, into a Eurodollar Loan with an
Interest Period in excess of 30 days. As to any Eurodollar Loan, any Lender may,
if it so elects, fulfill its commitment by causing a foreign branch or affiliate
to make or continue such Loan, provided that in such event that Lender's Loan
shall, for the purposes of this Agreement, be considered to have been made by
that Lender and the obligation of Borrower to repay such Loan shall nevertheless
be to that Lender and shall be deemed held by that Lender, for the account of
such branch or affiliate.


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<PAGE>   46



                  2.5 Notice of Borrowing. Whenever Borrower desires to make a
Borrowing of any Loan hereunder, it shall give Agent at its office located at
One Bankers Trust Plaza, 130 Liberty Street, New York, New York 10006 (or such
other address as the Agent may hereafter designate in writing to the parties
hereto) (the "Notice Address") at least one Business Day's prior written notice
(or telephonic notice promptly confirmed in writing), given not later than 12:00
P.M. (New York City time) of each Base Rate Loan, and at least three Business
Days' prior written notice (or telephonic notice promptly confirmed in writing),
given not later than 12:00 P.M. (New York City time), of each Eurodollar Loan to
be made hereunder; provided, however, that a Notice of Borrowing with respect to
Borrowings to be made on the date hereof may, at the discretion of Agent, be
delivered later than the time specified above. Whenever Borrower desires that
Swing Line Lender make a Swing Line Loan under Section 2.1(c), it shall deliver
to Swing Line Lender prior to 12:00 P.M. (New York City time) on the date of
Borrowing written notice (or telephonic notice promptly confirmed in writing).
Each such notice (each a "Notice of Borrowing"), which shall be in the form of
Exhibit 2.5 hereto, shall be irrevocable, shall be deemed a representation by
Borrower that all conditions precedent to such Borrowing have been satisfied and
shall specify (i) the aggregate principal amount of the Loans to be made
pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a
Business Day) and (iii) whether the Loans being made pursuant to such Borrowing
are to be Base Rate Loans or Eurodollar Loans and, with respect to Eurodollar
Loans, the Interest Period to be applicable thereto. Agent shall as promptly as
practicable give each Lender written or telephonic notice (promptly confirmed in
writing) of each proposed Borrowing, of such Lender's Revolver Pro Rata Share or
Term Pro Rata Share, as applicable, thereof and of the other matters covered by
the Notice of Borrowing. Without in any way limiting Borrower's obligation to
confirm in writing any telephonic notice, Agent or the Swing Line Lender (in the
case of Swing Line Loans) or the respective Facing Agent (in the case of Letters
of Credit) may act without liability upon the basis of telephonic notice
believed by Agent in good faith to be from a Responsible Officer of Borrower
prior to receipt of written confirmation. Agent's records shall, absent manifest
error, be final, conclusive and binding on Borrower with respect to evidence of
the terms of such telephonic Notice of Borrowing.

                  2.6 Conversion or Continuation. Subject to Section 2.4,
Borrower may elect (i) on any Business Day to convert Base Rate Loans or any
portion thereof to Eurodollar Loans and (ii) at the end of any Interest Period
with respect thereto, to convert Eurodollar Loans or any portion thereof into
Base Rate Loans or to continue such Eurodollar Loans or any portion thereof for
an additional Interest Period; provided, however, that the aggregate principal
amount of the Eurodollar Loans for each Interest Period therefor must be in an
aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in
excess thereof. Each such election shall be in substantially the form of Exhibit
2.6 hereto (a "Notice of Conversion or Continuation") and shall be made by
giving Agent at least three Business Days' prior written notice thereof, given
not later than 12:00 P.M. (New York City time), to the Notice Address specifying
(i) the amount and type of conversion or continuation, (ii) in the case of a
conversion to or a continuation of Eurodollar Loans, the Interest Period
therefor, and (iii) in the case of a conversion, the date of conversion (which
date shall be a Business Day and, if a conversion from Eurodollar Loans, shall
also be the last day of the Interest Period therefor). Notwithstanding the
foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar
Loans, and no continuation in whole or in part of Eurodollar Loans upon the
expiration of any Interest Period therefor, shall be permitted at any time at
which an Unmatured Event of Default or an Event of Default shall have occurred
and be continuing. If, within the time period required under the terms of this
Section 2.6, Agent does not receive a Notice of Conversion or Continuation from
Borrower containing a permitted election to continue any Eurodollar Loans for an
additional Interest Period or to convert any such Loans, then, upon the


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<PAGE>   47



expiration of the Interest Period therefor, such Loans will be automatically
converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be
irrevocable.

                  2.7 Disbursement of Funds. No later than 12:00 P.M. (New York
City time) on the date specified in each Notice of Borrowing, each Lender will
make available its Term Pro Rata Share of Term Loans and Revolver Pro Rata Share
of Revolving Loans of the Borrowing requested to be made on such date in Dollars
and in immediately available funds, at the office (the "Payment Office") of
Agent located at One Bankers Trust Plaza, 130 Liberty Street, New York, New York
10006 (for the account of such non-U.S. office of Agent as Agent may direct in
the case of Eurodollar Loans) and Agent will make available to Borrower at its
Payment Office the aggregate of the amounts so made available by the Lenders.
Unless Agent shall have been notified by any Lender at least one Business Day
prior to the date of Borrowing that such Lender does not intend to make
available to Agent such Lender's portion of the Borrowing to be made on such
date, Agent may assume that such Lender has made such amount available to Agent
on such date of Borrowing and Agent may, but shall not be required to, in
reliance upon such assumption, make available to Borrower a corresponding
amount. If such corresponding amount is not in fact made available to Agent by
such Lender on the date of Borrowing, Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon Agent's demand therefor, Agent shall
promptly notify Borrower and, if so notified, Borrower shall immediately pay
such corresponding amount to Agent. Agent shall also be entitled to recover from
Borrower interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by Agent to Borrower to the
date such corresponding amount is recovered by Agent, at a rate per annum equal
to the rate for Base Rate Loans or Eurodollar Loans, as the case may be,
applicable during the period in question, provided, however, that any interest
paid to Agent in respect of such corresponding amount shall be credited against
interest payable by Borrower to such lender under Section 3.1 in respect of such
corresponding amount. Any amount due hereunder to Agent from any Lender which is
not paid when due shall bear interest payable by such Lender, from the date due
until the date paid, at the Federal Funds Rate for the first three days after
the date such amount is due and thereafter at the Federal Funds Rate plus 1%,
together with Agent's standard interbank processing fee. Further, such Lender
shall be deemed to have assigned any and all payments made of principal and
interest on its Loans, amounts due with respect to its Letters of Credit (or its
participations therein) and any other amounts due to it hereunder first to Agent
to fund any outstanding Loans made available on behalf of such Lender by Agent
pursuant to this Section 2.7 until such Loans have been funded (as a result of
such assignment or otherwise) and then to fund Loans of all Lenders other than
such Lender until each Lender has outstanding Loans equal to its Term Pro Rata
Share of all Term Loans and its Revolver Pro Rata Share of all Revolving Loans
(as a result of such assignment or otherwise). Such Lender shall not have
recourse against Borrower with respect to any amounts paid to Agent or any
Lender with respect to the preceding sentence; provided, that such Lender shall
have full recourse against Borrower to the extent of the amount of such loans it
has so been deemed to have made. Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its Commitment hereunder or to prejudice
any rights which Borrower may have against the Lender as a result of any default
by such Lender hereunder.

                  2.8 Pro Rata Borrowings. All Borrowings of Term Loans and
Revolving Loans under this Agreement shall be loaned by the Lenders pro rata on
the basis of their Term Commitments or Revolving Commitments, as the case may
be. No Lender shall be responsible for any default by any other Lender in its


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<PAGE>   48



obligation to make Loans hereunder and each Lender shall be obligated to make
the Loans provided to be made by it hereunder, regardless of the failure of any
other Lender to fulfill its Commitments hereunder.

                  2.9 Amount and Terms of Letter of Credit

                  (a) Letter of Credit Commitments, Terms of Letters of Credit.

                           (i) Subject to and upon the terms and conditions
herein set forth and such other conditions as are applicable to its customers
generally, at any time and from time to time on or after the Initial Borrowing
Date and prior to the Business Day (or the 30th day in the case of Commercial
Letters of Credit) preceding the Termination Date, BT agrees to issue, in its
own name (in such capacity, "Facing Agent"), but for the ratable benefit of all
Lenders (including Facing Agent) one or more Letters of Credit, each having a
Stated Amount in Dollars and each being issued at sight, for the account of
Borrower in an aggregate undrawn amount at any one time outstanding that
together with the aggregate Stated Amount of other Letters of Credit then
outstanding, does not exceed $30,000,000; provided, however, that Facing Agent
shall not issue or extend the expiration of any Letter of Credit if, immediately
after giving effect to such issuance or extension, (A) the aggregate LC
Obligations at such time would exceed $30,000,000 or (B) the Available Revolving
Commitment of any Lender would be less than zero. Each Lender severally, but not
jointly, agrees to participate in each such Letter of Credit issued by Facing
Agent to the extent of its Revolver Pro Rata Share and to make available to
Facing Agent such Lender's Revolver Pro Rata Share of any payment made to the
beneficiary of such Letter of Credit to the extent not reimbursed by Borrower;
provided, however, that no Lender shall be required to participate in any Letter
of Credit to the extent that such participation therein would exceed such
Lender's Available Revolving Commitment then in effect. No Lender's obligation
to participate in any Letter of Credit or to make available to Facing Agent such
Lender's Revolver Pro Rata Share of any Letter of Credit Payment made by Facing
Agent shall be affected by any other Lender's failure to participate in the same
or any other Letter of Credit or by any other Lender's failure to make available
to Facing Agent such other Lender's Revolver Pro Rata Share of any Letter of
Credit Payment. Notwithstanding the foregoing, in the event a Lender Default
exists, Facing Agent shall not be required to issue any Letter of Credit unless
Facing Agent has entered into arrangements satisfactory to it and Borrower to
eliminate such Facing Agent's risk with respect to the participation in Letters
of Credit of the Defaulting Lender or Lenders, including by cash collateralizing
such Defaulting Lender's or Lenders' Revolver Pro Rata Share of the LC
Obligations.

                           (ii) Each Standby Letter of Credit issued or to be
issued hereunder shall have an expiration date of one (1) year or less from the
issuance date thereof and each Commercial Letter of Credit issued or to be
issued hereunder shall have an expiration date of one hundred eighty (180) days
or less from the issuance date hereof; provided, however, that each Standby
Letter of Credit may provide by its terms that it will be automatically extended
for additional successive one (1) year periods unless Facing Agent shall have
given notice to the applicable beneficiary (with a copy to Borrower) of the
election by Facing Agent (such election to be in the sole and absolute
discretion of Facing Agent) not to extend such Letter of Credit; provided,
further, that no Standby Letter of Credit or extension thereof shall be stated
to expire later than the Business Day preceding the Revolver Termination Date
and no Commercial Letter of Credit or extension thereof shall be stated to
expire later than the day thirty (30) days prior to the Revolver Termination
Date.



                                       38

<PAGE>   49



                  (b) Procedure for Issuance of Letters of Credit. Whenever
Borrower desires the issuance of a Letter of Credit hereunder, it shall give
Agent and Facing Agent at least three (3) Business Days' prior written notice
(or such shorter period as may be agreed to by Borrower, Agent and Facing Agent)
specifying the day of issuance thereof (which day shall be a Business Day), such
notice to be given prior to 12:00 P.M. (New York City time) on the date
specified for the giving of such notice. Each such notice (each, a "Letter of
Credit Request") shall be in the form of Exhibit 2.9 hereto and shall specify
(A) the proposed issuance date and expiration date, (B) the name(s) of each
obligor with respect to such Letter of Credit, (C) Borrower as the account
party, (D) the name and address of the beneficiary (which Person shall be
reasonably acceptable to Facing Agent), (E) the Stated Amount of such proposed
Letter of Credit and (F) the purpose of such Letter of Credit and such other
information as Facing Agent may reasonably request (which shall be acceptable to
Agent and Facing Agent). In addition, each Letter of Credit Request shall
contain a description of the terms and conditions to be included in such
proposed Letter of Credit (all of which terms and conditions shall be acceptable
to Facing Agent). Promptly after issuance of any Letter of Credit, Facing Agent
shall notify the Lenders of such issuance and such notice shall be accompanied
by a copy of the issued Letter of Credit in the case of a Standby Letter of
Credit and in the case of a Commercial Letter of Credit, a copy of the issued
Letter of Credit shall be available upon request to Facing Agent. Unless
otherwise specified, all Letters of Credit will be governed by the Uniform
Customs and Practice for Documentary Credits as in effect on the date of
issuance of such Letter of Credit. Each Letter of Credit shall include any other
documents as Facing Agent customarily requires in connection therewith. On the
Business Day specified by Borrower and upon fulfillment or waiver of the
applicable conditions set forth in Article V, Facing Agent will issue the
requested Letter of Credit to the applicable beneficiary.

                  (c) Draws upon Letters of Credit; Reimbursement Obligation. In
the event of any drawing under any Letter of Credit by the beneficiary thereof,
Facing Agent shall give telephonic notice to Borrower and Agent (x) confirming
such drawing and (y) of the date on or before which Facing Agent intends to
honor such drawing, and Borrower shall reimburse Facing Agent on the day on
which such drawing is honored in an amount in same day funds and like currency
equal to the amount of such drawing; provided, however, that, anything contained
in this Agreement to the contrary notwithstanding, (i) unless Borrower shall
have notified Agent and Facing Agent prior to 11:00 A.M. (New York City time) on
the Business Day Facing Agent intends to honor such drawing that Borrower
intends to reimburse Facing Agent for the amount of such drawing with funds
other than the proceeds of Revolving Loans, Borrower shall be deemed to have
timely given a Notice of Borrowing to Agent requesting each Lender to make
Revolving Loans which are Base Rate Loans on the date on which such drawing is
honored in an amount equal to the amount of such drawing and (ii) subject to
satisfaction or waiver of the conditions specified in Section 5.2, each such
Lender shall, on the date of such drawing, make Revolving Loans which are Base
Rate Loans in the amount of its Revolver Pro Rata Share of such drawing, the
proceeds of which shall be applied directly by Agent to reimburse Facing Agent
for the amount of such drawing; provided, further, that, if for any reason,
proceeds of Revolving Loans are not received by Facing Agent on such date in an
amount equal to the amount of such drawing, Borrower shall reimburse Facing
Agent, on the Business Day immediately following the date of such drawing, in an
amount in same day funds equal to the excess of the amount of such drawing over
the amount of such Revolving Loans, if any, which are so received, plus accrued
interest on such amount at the rate set forth in Section 3.1(a).

                  (d) Lenders' Participation in Letters of Credit. In the event
that Borrower shall fail to reimburse Facing Agent as provided in Section 2.9(c)
in an amount equal to the amount of any drawing honored by Facing


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<PAGE>   50



Agent under a Letter of Credit issued by it in accordance with the terms hereof,
Facing Agent shall promptly notify Agent and Agent shall promptly notify each
Lender of the unreimbursed amount of such drawing and of such Lender's
respective participation therein. Each such Lender shall make available to
Facing Agent an amount equal to its Revolver Pro Rata Share of such drawing in
same day funds, at the office of Facing Agent specified in such notice, not
later than 1:00 P.M. (New York City time) on the Business Day after the date
such Lender is notified by Agent. In the event that any such Lender fails to
make available to Facing Agent the amount of such Lender's participation in such
Letter of Credit as provided in this Section 2.9(d), Facing Agent shall be
entitled to recover such amount on demand from such Lender together with
interest at the Federal Funds Effective Rate for two Business Days and
thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to
prejudice the right of any Lender to recover from Facing Agent any amounts made
available by such Lender to Facing Agent pursuant to this Section 2.9(d) in the
event that it is determined that the payment with respect to a Letter of Credit
by Facing Agent in respect of which payment was made by such Lender constituted
gross negligence or willful misconduct as determined by a court of competent
jurisdiction on the part of Facing Agent. Facing Agent shall distribute to each
other Lender which has paid all amounts payable by it under this Section 2.9(d)
with respect to any Letter of Credit issued by Facing Agent such other Lender's
Revolver Pro Rata Share of all payments received by Facing Agent from Borrower
in reimbursement of drawings honored by Facing Agent under such Letter of Credit
when such payments are received. Upon any change in the Revolving Commitments of
the Lenders pursuant to Section 3.7 or 12.8(c) or otherwise, it is hereby agreed
that, with respect to all LC Obligations, there shall be an automatic adjustment
to the participations pursuant to this Section 2.9(d) to reflect the new
Revolver Pro Rata Shares of the assigning Lender and the Assignee.

                  (e) Fees for Letters of Credit.

                           (i) Facing Agent Fees. Borrower agrees to pay the
following amount to Facing Agent with respect to Letters of Credit issued by it
for the account of Borrower:

                                    (A) with respect to drawings made under any
Letter of Credit, interest, payable on demand, at a rate which is at all times
equal to 2% per annum in excess of the Base Rate on the amount paid by Facing
Agent in respect of each such drawing from the date of the drawing to the date
such amount is reimbursed by Borrower (including any such reimbursement out of
the proceeds of Revolving Loans pursuant to Section 2.9(c));

                                    (B) with respect to the issuance or
amendment of each Letter of Credit and each drawing made thereunder, documentary
and processing charges in accordance with Facing Agent's standard schedule for
such charges in effect at the time of such issuance, amendment, transfer or
drawing, as the case may be; and

                                    (C) a facing fee as agreed to between
Borrower and the applicable Facing Bank for the applicable Letter of Credit and
unless otherwise agreed, shall be payable with respect to the maximum Stated
Amount under such outstanding Letters of Credit payable in arrears on the last
Business Day of each fiscal quarter, on the Revolver Termination Date and
thereafter, on demand together with customary issuance and drawing charges
payable pursuant to clause (B) above; provided, however, if calculation of the
facing fee in the manner set forth above would result in a facing fee of less
than $500 per year per Letter of Credit, Borrower shall be obligated to pay


                                       40

<PAGE>   51



such additional amount to the applicable Facing Bank so as to provide for a
minimum facing fee of $500 per year per Letter of Credit.

                           (ii) Participating Lender Fees. Borrower agrees to
pay to Agent for distribution to each participating Lender in respect of all
Letters of Credit outstanding such Lender's Revolver Pro Rata Share of a
commission equal to the Applicable Eurodollar Rate Margin with respect to the
daily Stated Amount under such outstanding Letters of Credit (the "LC
Commission"), payable in arrears on and to the last Business Day of each fiscal
quarter, on the Revolver Termination Date and thereafter, on demand. The LC
Commission shall be computed from the first day of issuance of each Letter of
Credit and on the basis of the actual number of days elapsed over a year of 360
days.

                  Promptly upon receipt by Facing Agent or Agent of any amount
described in clause (i)(A) or (ii) of this Section 2.9(e), Facing Agent or Agent
shall distribute to each Lender that has reimbursed Facing Agent in accordance
with Section 2.9(d) its Revolver Pro Rata Share of such amount. Amounts payable
under clause (i)(B) and (C) of this Section 2.9(e) shall be paid directly to
Facing Agent.

                  (f) LC Obligations Unconditional. Subject to the last
paragraph of Section 2.9(g), the obligation of Borrower to reimburse Facing
Agent for drawings made under any Letter of Credit issued by it and the
obligations of each Lender under Section 2.9(d) with respect thereto shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
any of the following circumstances:

                           (i) any lack of validity or enforceability of such
Letter of Credit;

                           (ii) the existence of any claim, setoff, defense or
other right which Borrower or any of its Affiliates may have at any time against
a beneficiary or any transferee of such Letter of Credit (or any persons or
entities for which any such beneficiary or transferee may be acting), Facing
Agent, any Lender or any other Person, whether in connection with this
Agreement, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between Borrower or one of its
Subsidiaries and the beneficiary of such Letter of Credit);

                           (iii) any draft, demand, certificate or any other
document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect, provided the same appears substantially with the draw
requirements for the Letter of Credit;

                           (iv) payment by Facing Agent under such Letter of
Credit against presentation of a demand, draft or certificate or other document
which does not comply with the terms of such Letter of Credit, provided the same
appears on its face to comply with the draw requirements for the Letter of
Credit; and

                           (v) the fact that an Event of Default or an Unmatured
Event of Default shall have occurred and be continuing.



                                       41

<PAGE>   52



                  (g) Indemnification. In addition to amounts payable as
elsewhere provided in this Agreement, Borrower hereby agrees to protect,
indemnify, pay and save Facing Agent harmless from and against any and all
claims, demands, liabilities, damages, losses, costs, charges and expenses
(including reasonable attorneys fees) (other than for Taxes, which shall be
covered by Section 4.7) which Facing Agent may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of the Letters of Credit,
other than as a result of the gross negligence or willful misconduct of Facing
Agent as determined by a court of competent jurisdiction or (ii) the failure of
Facing Agent to honor a drawing under any Letter of Credit as a result of any
act or omissions, whether rightful or wrongful, of any present or future de jure
or de facto government or Governmental Authority (all such acts or omissions
herein called "Government Acts"). As between Borrower and Facing Agent, Borrower
assumes all risks of the acts and omissions of, or misuse of the Letters of
Credit issued by Facing Agent by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, Facing Agent
shall not be responsible: (i) for the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for and issuance of or any drawing under such Letters of
Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged, provided such document appears
on its face to comply with the requirements applicable to it; (ii) for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) for failure of the beneficiary
of any such Letter of Credit to comply fully with conditions required in order
to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) for errors in
interpretation of technical terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; and (viii) for any consequences
arising from causes beyond the control of Facing Agent, including, without
limitation, any Government Acts. None of the above shall affect, impair, or
prevent the vesting of any of Facing Agent's rights or powers hereunder.

                  In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by Facing
Agent under or in connection with the Letters of Credit issued by it or the
related certificates, if taken or omitted in good faith, shall not put Facing
Agent under any resulting liability to Borrower. Notwithstanding anything to the
contrary contained in this Agreement, Borrower shall have no obligation to
indemnify Facing Agent in respect of any liability incurred by Facing Agent
arising solely out of the gross negligence or willful misconduct of Facing Agent
as determined by a court of competent jurisdiction. The right of indemnification
in the first paragraph of this Section 2.9(g) shall not prejudice any rights
that Borrower may otherwise have against Facing Agent with respect to a Letter
of Credit issued hereunder.

                  (h) Stated Amount. The Stated Amount of each Letter of Credit
shall not be less than $100,000 or such lesser amount as Facing Agent has agreed
to.

                  (i) Increased Costs. If at any time after the Closing Date,
Facing Agent or any Lender determines that the introduction of or any change in
any applicable law, rule, regulation, order, guideline or request or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof, or compliance by Facing Agent
or such Lender with any request or directive by any such


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<PAGE>   53



authority (whether or not having the force of law), shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against Letters of Credit issued by Facing Agent or participated in
by any Lender, or (ii) impose on Facing Agent or any Lender any other conditions
relating, directly or indirectly, to this Agreement or any Letter of Credit; and
the result of any of the foregoing is to increase the cost to Facing Agent or
any Lender of issuing, maintaining or participating in any Letter of Credit, or
reduce the amount of any sum received or receivable by Facing Agent or any
Lender hereunder or reduce the rate of return on its capital with respect to
Letters of Credit, then, upon demand to Borrower by Facing Agent or any Lender
(a copy of which demand shall be sent by Facing Agent or such Lender to Agent),
Borrower shall pay to Facing Agent or such Lender such additional amount or
amounts as will compensate such Lender for such increased cost or reduction in
the amount receivable or reduction on the rate of return on its capital (but
excluding costs resulting from (A) changes in the rate of tax on, or determined
by reference to, the net income or profits of such Facing Agent or Lender
imposed by the jurisdiction in which such Facing Agent's or Lender's principal
office or applicable lending office is located and (B) United States withholding
taxes which shall be governed by the provisions of Section 4.7). In determining
such additional amounts pursuant to the preceding sentence, Facing Agent or such
Lender will act reasonably and in good faith and will, to the extent the
increased costs or reductions in amounts receivable or reductions in rates of
return relate to Facing Agent's or such Lender's letters of credit in general
and are not specifically attributable to the Letters of Credit hereunder, use
averaging and attribution methods which are reasonable and which cover all
letters of credit similar to the Letters of Credit issued by or participated in
by Facing Agent or such Lender whether or not the documentation for such other
Letters of Credit permit Facing Agent or such Lender to receive amounts of the
type described in this Section 2.9(i). Facing Agent or any Lender, upon
determining that any additional amounts will be payable pursuant to this Section
2.9(i), will give prompt written notice thereof to Borrower, which notice shall
include a certificate submitted to Borrower by Facing Agent or such Lender (a
copy of which certificate shall be sent by Facing Agent or such Lender to
Agent), setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate Facing Agent or such
Lender, although failure to give any such notice shall not release or diminish
Borrower's obligations to pay additional amounts pursuant to this Section 2.9(i)
provided that Borrower shall not be required to compensate a Lender or Facing
Agent pursuant to this section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or Facing Agent, as the
case may be, notifies Borrower of the additional amounts and of such Lender's or
Facing Agent's intention to claim compensation therefor; provided further that,
if the change in law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof. The certificate required to be
delivered pursuant to this Section 2.9(i) shall, absent manifest error, be
final, conclusive and binding on Borrower and Facing Agent or the Lender, as
applicable.

                  (j) Outstanding Letters of Credit. The letters of credit set
forth under the caption "Letters of Credit outstanding on the Original Closing
Date" on Schedule 2.9(j) annexed hereto and made a part hereof were issued
pursuant to the Existing Credit Agreement and which remain outstanding as of the
Closing Date (the "Outstanding Letters of Credit"). The Company, each Facing
Agent and each of the Lenders hereby agree with respect to the Outstanding
Letters of Credit that such Outstanding Letters of Credit, for all purposes
under this Agreement shall be deemed to be Letters of Credit governed by the
terms and conditions of this Agreement. Each Lender agrees to participate in
each Outstanding Letter of Credit issued by any Facing Agent in an amount equal
to its Revolver Pro Rata Share of the Stated Amount of such Outstanding Letter
of Credit.



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<PAGE>   54



                                   ARTICLE III

                                INTEREST AND FEES

                  3.1 Interest.

                  (a) Base Rate Loans. Borrower agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan at a rate per
annum equal to the Base Rate plus the Applicable Base Rate Margin from the date
the proceeds thereof are made available to Borrower until the earlier of (i) the
maturity (whether by acceleration or otherwise) of such Base Rate Loan or (ii)
the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section
2.6.

                  (b) Eurodollar Loans. Borrower agrees to pay interest in
respect of the unpaid principal amount of each Eurodollar Loan from the date the
proceeds thereof are made available to Borrower until the earlier of (i) the
maturity (whether by acceleration or otherwise) of such Eurodollar Loan or (ii)
the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section
2.6 at a rate per annum equal to the relevant Eurodollar Rate plus the
Applicable Eurodollar Rate Margin.

                  (c) Payment of Interest. Interest on each Loan shall be
payable in arrears on each Interest Payment Date; provided, however, that
interest accruing pursuant to Section 3.1(e) shall be payable from time to time
on demand. Interest shall also be payable on all then outstanding Revolving
Loans on the Revolver Termination Date, on all then outstanding Swing Line Loans
on the fifth (5th) Business Day prior to the Revolver Termination Date, and on
all Loans on the date of repayment (including prepayment) thereof (except that
(i) voluntary prepayments of Revolving Loans that are Base Rate Loans made
pursuant to Section 4.3 on any day other than a Quarterly Payment Date or the
Revolver Termination Date need not be made with accrued interest from the most
recent Quarterly Payment Date, provided such accrued interest is paid on the
next Quarterly Payment Date and (ii) voluntary prepayment of Swing Line Loans
made pursuant to Section 4.3 on any day other than a Quarterly Payment Date or
on the fifth Business Day prior to the Revolver Termination Date need not be
made with accrued interest from the most recent Quarterly Payment Date, provided
such accrued interest is paid on the next Quarterly Payment Date) and on the
date of maturity (by acceleration or otherwise) of such Loans. During the
existence of any Event of Default, interest on any Loan shall be payable on
demand.

                  (d) Notification of Rate. Agent, upon determining the interest
rate for any Borrowing of Eurodollar Loans for any Interest Period, shall
promptly notify Borrower and the Lenders thereof. Such determination shall,
absent manifest error and subject to Section 3.6, be final, conclusive and
binding upon all parties hereto.

                  (e) Default Interest. Notwithstanding the rates of interest
specified herein, effective on the date 30 days after the occurrence and
continuance during such 30 day period of any Event of Default (other than the
failure to pay Obligations when due) and for so long thereafter as any Event of
Default shall be continuing, and effective immediately upon any failure to pay
any Obligations or any other amounts due under any of the Loan Documents when
due, whether by acceleration or otherwise, the principal balance of each Loan
then outstanding and, to the extent permitted by applicable law, any interest
payment on each Loan not paid when due or other


                                       44

<PAGE>   55



amounts then due and payable shall bear interest payable on demand, after as
well as before judgment at a rate per annum equal to the Default Rate.

                  (f) Maximum Interest. If any interest payment or other charge
or fee payable hereunder exceeds the maximum amount then permitted by applicable
law, Borrower shall be obligated to pay the maximum amount then permitted by
applicable law and Borrower shall continue to pay the maximum amount from time
to time permitted by applicable law until all such interest payments and other
charges and fees otherwise due hereunder (in the absence of such restraint
imposed by applicable law) have been paid in full. To the extent necessary to
comply with applicable usury law, each of Section 5.5 of the Mortgages (to the
extent any Mortgage is in the form of a mortgage) and Section 6.5 of the
Mortgages (to the extent any Mortgage is in the form of a deed of trust) is
incorporated herein by reference and shall control and supersede any provision
hereof or of any other Loan Document to the contrary.

                  3.2 Fees.

                  (a) Commitment Fee. Borrower shall pay to Agent for pro rata
distribution to each Non- Defaulting Lender having a Revolving Commitment (based
on its Revolver Pro Rata Share) a commitment fee (the "Commitment Fee") for the
period commencing on the Initial Borrowing Date to and including the Revolver
Termination Date or the earlier termination of the Revolving Commitments (and,
in either case, repayment in full of the Revolving Loans and payment in full, or
cash collateralization by the deposit of cash into the Collateral Account in
amounts and pursuant to arrangements satisfactory to Agent, of the LC
Obligations), computed at a rate equal to the Applicable Commitment Fee
Percentage per annum on the average daily Total Available Revolving Commitment.
Unless otherwise specified, accrued Commitment Fees shall be due and payable (i)
on each Quarterly Payment Date, (ii) on the Revolver Termination Date and (iii)
upon any reduction or termination in whole or in part of the Revolving
Commitments (but only, in the case of a reduction, on the portion of the
Revolving Commitments then being reduced).

                  (b) Agency Fees. Borrower shall pay to Agent for its own
account, agency and other Loan fees in the amount and at the times set forth in
the letter agreement between Borrower and Agent.

                  3.3 Computation of Interest and Fees; Changes in Margins and
Fees. Interest on all Loans and fees payable hereunder shall be computed on the
basis of the actual number of days elapsed over a year of 360 days; provided
that interest on all Base Rate Loans shall be computed on the basis of the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be. Each determination of an interest rate by Agent pursuant to any provision of
this Agreement shall be conclusive and binding on Borrower and the Lenders in
the absence of manifest error. Agent shall, at any time and from time to time
upon request of Borrower, deliver to Borrower a statement showing the quotations
used by Agent in determining any interest rate applicable to Revolving Loans
pursuant to this Agreement. Each change in the Applicable Base Rate Margin,
Applicable Eurodollar Margin, LC Commission or Applicable Commitment Fee
Percentage as a result of a change in Borrower's Most Recent Ratio of Total Debt
to EBITDA shall become effective on the date upon which financial statements
reporting such change are delivered to Agent pursuant to Section 7.1 and shall
continue to be effective until the next date on which financial statements
reporting such change are delivered pursuant to Section 7.1, in each case
subject to the proviso in the definition of "Most Recent Ratio of Total Debt to
EBITDA".


                                       45

<PAGE>   56



                  3.4 Interest Periods. At the time it gives any Notice of
Borrowing or a Notice of Conversion or Continuation with respect to Eurodollar
Loans, Borrower shall elect, by giving Agent written notice, the interest period
(each an "Interest Period") which Interest Period shall, at the option of
Borrower, be one, two, three or six months or, if available to each of the
applicable Lenders (as determined by each such applicable Lender in its sole
discretion) a nine or twelve month period, provided that:

                           (i) all Eurodollar Loans comprising a Borrowing shall
at all times have the same Interest Period;

                           (ii) the initial Interest Period for any Eurodollar
Loan shall commence on the date of such Borrowing of such Eurodollar Loan
(including the date of any conversion thereto from a Loan of a different Type)
and each Interest Period occurring thereafter in respect of such Eurodollar Loan
shall commence on the last day of the immediately preceding Interest Period;

                           (iii) if any Interest Period relating to a Eurodollar
Loan begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period, such Interest Period shall
end on the last Business Day of such calendar month;

                           (iv) if any Interest Period would otherwise expire on
a day which is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided, however, that if any Interest Period for a
Eurodollar Loan would otherwise expire on a day which is not a Business Day but
is a day of the month after which no further Business Day occurs in such month,
such Interest Period shall expire on the next preceding Business Day;

                           (v) no Interest Period may be selected at any time
when an Unmatured Event of Default or Event of Default is then in existence;

                           (vi) no Interest Period shall extend beyond the Term
Loan Maturity Date for any Term Loan, or the Revolver Termination Date for any
Revolving Loan; and

                           (vii) no Interest Period in respect to any Borrowing
of Term Loans shall be selected which extends beyond any date upon which a
mandatory repayment of such Term Loans will be required to be made under Section
4.4(b) or (c), as the case may be, if the aggregate principal amount of Term
Loans which have Interest Periods which will expire after such date will be in
excess of the aggregate principal amount of Term Loans then outstanding less the
aggregate amount of such required prepayment.

                  3.5 Compensation for Funding Losses.

                  (a) Borrower shall compensate each Lender, upon its written
request (which request shall set forth the basis for requesting such amounts),
for all losses, expenses and liabilities (including, without limitation, any
interest paid by such Lender to lenders of funds borrowed by it to make or carry
its Eurodollar Loans to the extent not recovered by the Lender in connection
with the liquidation or re-employment of such funds and including the
compensation payable by such Lender to a Participant but excluding loss of
anticipated profit with respect to


                                       46

<PAGE>   57



any Loans) and any loss sustained by such Lender in connection with the
liquidation or re-employment of such funds (including, without limitation, a
return on such liquidation or re-employment that would result in such Lender
receiving less than it would have received had such Eurodollar Loan remained
outstanding until the last day of the Interest Period applicable to such
Eurodollar Loans) which such Lender may sustain as a result of: (i) for any
reason (other than a default by such Lender or Agent) a continuation or
Borrowing of, or conversion from or into, Eurodollar Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of Conversion or
Continuation (whether or not withdrawn); (ii) any payment, prepayment or
conversion or continuation of any of its Eurodollar Loans occurring for any
reason whatsoever on a date which is not the last day of an Interest Period
applicable thereto; (iii) any repayment of any of its Eurodollar Loans not being
made on the date specified in a notice of payment given by Borrower; or (iv) (A)
any other failure by Borrower to repay its Eurodollar Loans when required by the
terms of this Agreement or (B) an election made by Borrower pursuant to Section
3.7. A written notice as to additional amounts owed such Lender under this
Section 3.5 and delivered to Borrower and Agent by such Lender shall, absent
manifest error, be final, conclusive and binding for all purposes.

                  (b) Calculation of all amounts payable to a Lender under this
Section 3.5 shall be made as though that Lender had actually funded its relevant
Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at
the Eurodollar Rate in an amount equal to the amount of that Loan, having a
maturity comparable to the relevant Interest Period and through the transfer of
such Eurodollar deposit from an offshore office of that Lender to a domestic
office of that Lender in the United States of America; provided, however, that
each Lender may fund each of its Eurodollar Loans in any manner it sees fit and
the foregoing assumption shall be utilized only for the calculation of amounts
payable under this Section 3.5.

                  3.6 Increased Costs, Illegality, Etc.

                  (a) Generally. In the event that any Lender shall have
determined (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto but, with respect to clause (i)
below, may be made only by Agent):

                           (i) on any Interest Rate Determination Date that, by
reason of any changes arising after the Closing Date affecting the interbank
Eurodollar market, adequate and fair means do not exist for ascertaining the
applicable interest rate on the basis provided for in the definition of
Eurodollar Rate; or

                           (ii) at any time, that any Lender shall incur
increased costs or reduction in the amounts received or receivable hereunder
with respect to any Eurodollar Loan because of (x) any change since the Closing
Date in any applicable law or governmental rule, regulation, order, guideline or
request (whether or not having the force of law) or in the interpretation or
administration thereof and including the introduction of any new law or
governmental rule, regulation, order, guideline or request, such as, for
example, but not limited to: (A) a change in the basis of taxation of payments
to any Lender of the principal of or interest on the Obligations or any other
amounts payable hereunder (except for (a) changes in the rate of tax on, or
determined by reference to, the net income or profits of such Lender imposed by
the jurisdiction in which its principal office or applicable lending office is
located and (b) United States withholding taxes, which shall be governed by the
provisions of Section 4.7) or (B) a change in official reserve requirements
(but, in all events, excluding reserves required under Regulation D to the
extent included in the computation of the Eurodollar Rate) and/or (y) other
circumstances since the Closing


                                       47

<PAGE>   58



Date affecting such Lender or the interbank Eurodollar market or the position of
such Lender in such market (excluding, however, differences in a Lender's cost
of funds from those of Agent which are solely the result of credit differences
between such Lender and Agent); or

                           (iii) at any time, that the making or continuance of
any Eurodollar Loan has been made (x) unlawful by any law or governmental rule,
regulation or order, (y) impossible by compliance by any Lender in good faith
with any governmental request (whether or not having force of law) or (z)
impracticable as a result of a contingency occurring after the date of this
Agreement which materially and adversely affects the interbank Eurodollar
market;

then, and in any such event, such Lender (or Agent, in the case of clause (i)
above) shall promptly give notice (by telephone confirmed in writing) to
Borrower and, except in the case of clause (i) above, to Agent of such
determination (which notice Agent shall promptly transmit to each of the other
Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall
no longer be available until such time as Agent notifies Borrower and the
Lenders that the circumstances giving rise to such notice by Agent no longer
exist, and any Notice of Borrowing or Notice of Conversion or Continuation given
by Borrower with respect to Eurodollar Loans (other than with respect to
conversions to Base Rate Loans) which have not yet been incurred (including by
way of conversion) shall be deemed rescinded by Borrower, (y) in the case of
clause (ii) above, Borrower shall pay to such Lender, upon written demand
therefor, such additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as shall be required to compensate such Lender
for such increased costs or reductions in amounts received or receivable
hereunder (a written notice as to the additional amounts owed to such Lender,
showing the basis for the calculation thereof, submitted to Borrower by such
Lender shall, absent manifest error, be final and conclusive and binding on all
the parties hereto; however the failure to give any such notice shall not
release or diminish Borrower's obligations to pay additional amounts pursuant to
this Section 3.6 (a)(y)) provided that Borrower shall not be required to
compensate such Lender pursuant to this section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender
notifies Borrower of the increased costs or reductions and of such Lender's
intention to claim compensation therefor; provided further that, if the change
in law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof and (z) in the case of clause (iii) above, Borrower
shall take one of the actions specified in Section 3.6(b) as promptly as
possible and, in any event, within the time period required by law. In
determining such additional amounts pursuant to clause (y) of the immediately
preceding sentence, each Lender shall act reasonably and in good faith and will,
to the extent the increased costs or reductions in amounts receivable relate to
such Lender's loans in general and are not specifically attributable to a Loan
hereunder, use averaging and attribution methods which are reasonable and which
cover all loans similar to the Loans made by such Lender whether or not the loan
documentation for such other loans permits the Lender to receive increased costs
of the type described in this Section 3.6(a).

                  (b) Eurodollar Loans. At any time that any Eurodollar Loan is
affected by the circumstances described in Section 3.6(a)(ii) or (iii), Borrower
may (and, in the case of a Eurodollar Loan affected by the circumstances
described in Section 3.6(a)(iii), shall) either (i) if the affected Eurodollar
Loan is then being made initially or pursuant to a conversion, by giving Agent
telephonic notice (confirmed in writing) on the same date that Borrower was
notified by the affected Lender or Agent pursuant to Section 3.6(a)(ii) or
(iii), cancel the respective


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<PAGE>   59



Borrowing, or (ii) if the affected Eurodollar Loan is then outstanding, upon at
least three Business Days' written notice to Agent, require the affected Lender
to convert such Eurodollar Loan into a Base Rate Loan, provided, that if more
than one Lender is affected at any time, then all affected Lenders must be
treated the same pursuant to this Section 3.6(b).

                  (c) Capital Requirements. If any Lender determines that the
introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline or request (whether or not having the force of law)
concerning capital adequacy, or any change in (after the Closing Date)
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitments
hereunder or its obligations hereunder, then Borrower shall pay to such lender,
upon its written demand therefor, such additional amounts as shall be required
to compensate such Lender or such other corporation for the increased cost to
such Lender or such other corporation or the reduction in the rate of return to
such Lender or such other corporation as a result of such increase of capital.
In determining such additional amounts, each Lender will act reasonably and in
good faith and will use averaging and attribution methods which are reasonable
and which will, to the extent the increased costs or reduction in the rate of
return relates to such Lender's commitments or obligations in general and are
not specifically attributable to the Commitments and obligations hereunder,
cover all commitments and obligations similar to the Commitments and obligations
of such Lender hereunder whether or not the loan documentation for such other
commitments or obligations permits the Lender to make the determination
specified in this Section 3.6(c), and such Lender's determination of
compensation owing under this Section 3.6(c) shall, absent manifest error, be
final and conclusive and binding on all the parties hereto. Each Lender, upon
determining that any additional amounts will be payable pursuant to this Section
3.6(c), will give prompt written notice thereof to Borrower, which notice shall
show the basis for calculation of such additional amounts, although the failure
to give any such notice shall not release or diminish any of Borrower's
obligations to pay additional amounts pursuant to this Section 3.6(c) provided
that Borrower shall not be required to compensate such Lender pursuant to this
Section for any increased costs or reductions incurred more than 180 days prior
to the date that such Lender notifies Borrower of the increased costs or
reductions and of such Lender's intention to claim compensation thereof;
provided further that, if the change in law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.

                  (d) Change of Lending Office. Each Lender which is or will be
owed compensation pursuant to Section 3.6(a) or (c) or Section 2.9(i) will, if
requested by Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to cause a different branch or Affiliate to make
or continue a Loan or Letter of Credit if such designation will avoid the need
for, or materially reduce the amount of, such compensation to such Lender and
will not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender as determined by such Lender in its sole discretion and will not result
in the imposition upon Borrower of an increased liability for Taxes pursuant to
Section 3.6(a) or (c), Section 2.9(i) or Section 4.7. Borrower hereby agrees to
pay all reasonable expenses incurred by any Lender in utilizing a different
branch or Affiliate pursuant to this Section 3.6(d). Nothing in this Section
3.6(d) shall affect or postpone any of the obligations of Borrower or the right
of any Lender provided for herein.



                                       49

<PAGE>   60



                  3.7 Replacement of Affected Lenders. (x) If any Revolving
Lender becomes a Defaulting Lender or otherwise defaults in its Obligations to
make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section
2.9(i), Facing Agent) is owed increased costs under Section 3.6(a)(ii) or (iii),
Section 3.6(c), Section 2.9(i), or Borrower is required to make any payments
under Section 4.7(c) to any Lender materially in excess of those to the other
Lenders or (z) as provided in Section 12.1(b) in the case of certain refusals by
a Lender to consent to certain proposed amendment, changes, supplements,
waivers, discharges or terminations with respect to this Agreement which have
been approved by the Required Lenders, Borrower shall have the right, if no
Event of Default or Unmatured Event of Default then exists, to replace such
Lender (the "Replaced Lender") with one or more other Eligible Assignee or
Eligible Assignees, none of whom shall constitute a Defaulting Lender at the
time of such replacement (collectively, the "Replacement Lender") acceptable to
Agent, provided that (i) at the time of any replacement pursuant to this Section
3.7, the Replacement Lender shall enter into one or more assignment agreements,
in form and substance satisfactory to Agent, pursuant to which the Replacement
Lender shall acquire all of the Commitments and outstanding Loans of, and
participation in Letters of Credit by, the Replaced Lender and (ii) all
obligations of Borrower owing to the Replaced Lender (including, without
limitation, such increased costs and excluding those specifically described in
clause (i) above in respect of which the assignment purchase price has been, or
is concurrently being paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the respective
assignment documentation, the payment of amounts referred to in clauses (i) and
(ii) above and, if so requested by the Replacement Lender, delivery to the
Replacement Lender of the appropriate Note or Notes executed by Borrower, the
Replacement Lender shall become a Lender hereunder and, unless the Replaced
Lender continues to have outstanding Term Loans hereunder, the Replaced Lender
shall cease to constitute a Lender hereunder, except with respect to
indemnification provisions under this Agreement, which shall survive as to such
Replaced Lender. Notwithstanding anything to the contrary contained above, no
Lender that acts as a Facing Agent may be replaced hereunder at any time which
it has Letters of Credit outstanding hereunder unless arrangements satisfactory
to such Facing Agent (including the furnishing of a standby letter of credit in
form and substance, and issued by an issuer satisfactory to such Facing Agent or
the depositing of cash collateral into the Collateral Account in amounts and
pursuant to arrangements satisfactory to such Facing Agent) have been made with
respect to such outstanding Letters of Credit.

                                   ARTICLE IV

               REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS

                  4.1 Voluntary Reduction of Commitments. (a) Upon at least five
Business Days' prior written notice (or telephonic notice confirmed in writing)
to Agent at the Notice Office (which notice Agent shall promptly transmit to
each Lender), Borrower shall have the right, without premium or penalty, to
terminate the unutilized portion of the Revolving Commitments or the Swing Line
Commitment, as the case may be, in part or in whole; provided that (x) any such
voluntary termination of the Revolving Commitments shall apply to
proportionately and permanently reduce the Revolving Commitment of each
Revolving Lender, (y) any partial voluntary reduction pursuant to this Section
4.1 shall be in the amount of at least $5,000,000 and integral multiples of
$5,000,000 in excess of that amount and (z) any such voluntary termination of
the Revolving Commitments shall occur simultaneously with a voluntary
prepayment, pursuant to Section 4.3 such that the total of the Revolving
Commitments shall not be reduced below the aggregate principal amount of
outstanding Revolving Loans plus the aggregate LC Obligations and the Swing Line
Loan Commitment.


                                       50

<PAGE>   61



                  (b) In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as provided in
Section 12.1(b), Borrower shall have the right, upon five (5) Business Days'
prior written notice to Agent (which notice Agent shall promptly transmit to
each of the Lenders), to terminate the entire Revolving Commitment of such
Lender, so long as all Loans, together with accrued and unpaid interest, fees
and all other amounts, due and owing to such Lender are repaid concurrently with
the effectiveness of such termination at which time Schedule 1.1(a) shall be
deemed modified to reflect such changed amounts pursuant to Section 4.3(b) and
Borrower cash collateralizes such Lender's Revolver Pro Rata Share of the LC
Obligations (in the manner set forth in Section 4.4(c)) then outstanding. At
such time, such Lender shall no longer constitute a "Lender" for purposes of
this Agreement, except with respect to indemnifications under this Agreement
which shall survive as to such repaid Lender.

                  4.2 Mandatory Reductions of Commitments.

                  (a) Reduction of Revolving Commitment. The Revolving
Commitments shall be reduced at the time and in the amounts required to be
reduced pursuant to Section 4.4(c), (d), (e), (f) and (g).

                  (b) Reduction of Term Commitments. The Total Term Commitments
shall be reduced on the date on which any payments of principal on the Term
Loans are made in an aggregate amount equal to such payments.

                  (c) Proportionate Reductions. Each reduction or adjustment to
the Term Commitments or the Revolving Commitments pursuant to this Section 4.2
shall apply proportionately to the Term Commitment or the Revolving Commitment,
as the case may be, of each Lender.

                  (d) Reduction of Commitments. The Commitments will terminate
in their entirety on July 31, 1998 unless the Initial Borrowing Date has
occurred on or before such date.

                  (e) Reductions Following Term Loan Repayments. In addition to
any other mandatory commitment reductions pursuant to this Section 4.2, on each
date upon which a mandatory repayment of Term Loans pursuant to Section 4.4
(other than pursuant to Section 4.4(d)) is required (and exceeds the aggregate
principal amount of Term Loans then outstanding) or would be required if Term
Loans were then outstanding, the Total Available Revolving Commitment shall be
permanently reduced by the amount, if any, by which the amount required to be
applied pursuant to said Section 4.4 (determined as if an unlimited amount of
Term Loans were actually outstanding) exceeds the aggregate principal amount of
Term Loans then outstanding.

                  4.3 Voluntary Prepayments. (a) Borrower shall have the right
to prepay the Loans in whole or in part from time to time on the following terms
and conditions: (i) Borrower shall give Agent irrevocable written notice at its
Notice Office (or telephonic notice promptly confirmed in writing) of its intent
to prepay the Loans or Swing Line Loans, the amount of such prepayment and the
specific Borrowings to which such prepayment is to be applied, which notice
shall be given by Borrower to Agent by 12:00 noon (New York City time) (x) on
the date of prepayment with respect to Revolving Loans and Swing Line Loans
which are Base Rate Loans, (y) at least one Business Day prior to the date of
such prepayment with respect to Term Loans that are Base Rate Loans and (z) at


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<PAGE>   62



least three Business Days prior to the date of such prepayment with respect to
Eurodollar Loans and which notice shall (except in the case of Swing Line Loans)
promptly be transmitted by Agent to each of the applicable Lenders; (ii) each
partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans)
shall be in an aggregate principal amount of at least $1,000,000 and each
partial prepayment of a Swing Line Loan shall be in an aggregate principal
amount of at least $500,000; provided that no partial prepayment of Eurodollar
Loans made pursuant to a single Borrowing shall reduce the aggregate principal
amount of the outstanding Loans made pursuant to such Borrowing to an amount
less than the Minimum Borrowing Amount applicable thereto; (iii) Eurodollar
Loans may only be prepaid pursuant to this Section 4.3 on the last day of an
Interest Period applicable thereto or on any other day subject to Section 3.5;
(iv) each prepayment in respect of any Borrowing shall be applied pro rata among
the Loans comprising such Borrowing provided, that such prepayment shall not be
applied to any Revolving Loans of a Default Lender at any time when the
aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such
Non-Defaulting Lender's Revolver Pro Rata Share of all Revolving Loans then
outstanding. Voluntary prepayments of Term Loans shall be applied to the
prepayment of the outstanding principal amount of Term Loans in the order of
maturity. The notice provisions, the provisions with respect to the minimum
amount of any prepayment, and the provisions requiring prepayments in integral
multiples above such minimum amount of this Section 4.3 are for the benefit of
Agent and may be waived unilaterally by Agent.

                  (b) In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as provided in
Section 12.1(b), Borrower shall have the right, upon five (5) Business Days'
prior written notice to Agent (which notice Agent shall promptly transmit to
each of the Lenders), to repay all Loans, together with accrued and unpaid
interest, fees and all other amounts due and owing to such Lender in accordance
with said Section 12.1(b), so long as (A) in the case of the repayment of
Revolving Loans of any Revolving Lender pursuant to this clause (b), the
Revolving Commitment of such Revolving Lender is terminated concurrently with
such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment
of Loans of any Lender, the consents required by Section 12.1(b) in connection
with the repayment pursuant to this clause (b) shall have been obtained.

                  4.4 Mandatory Prepayments.

                  (a) Prepayment Upon Overadvance. Borrower shall prepay the
outstanding principal amount of the Revolving Loans or the Swing Line Loan on
any date on which the aggregate outstanding principal amount of such Loans
together with the aggregate LC Obligations (after giving effect to any other
repayments or prepayments on such day) exceeds the aggregate Revolving
Commitments or the Swing Line Loan Commitment, as the case may be, in the amount
of such excess. If, after giving effect to the prepayment of all outstanding
Revolving Loans, the aggregate LC Obligations exceeds the Revolving Commitments
then in effect, Borrower shall cash collateralize LC Obligations by depositing,
pursuant to a cash collateral agreement to be entered into in form and substance
reasonably satisfactory to Agent, cash with Agent in an amount equal to the
difference between such LC Obligations and the Revolving Commitments then in
effect. Agent shall establish in its name for the benefit of the Revolving
Lenders a cash collateral account (the "Collateral Account") into which it shall
deposit such cash to hold as collateral security for the LC Obligations.

                  (b) Scheduled Term Repayments. Borrower shall cause to be paid
Scheduled Term Repayments on the Term Loans until the Term Loans are paid in
full in the amounts and at the times specified in the definition


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<PAGE>   63



of Scheduled Term Repayments to the extent that prepayments have not previously
been applied to such Scheduled Term Repayments (and such Scheduled Term
Repayments have not otherwise been reduced) pursuant to the terms hereof.

                  (c) Mandatory Prepayment Upon Asset Disposition. On the first
Business Day after the date of receipt thereof by Borrower and/or any of their
Subsidiaries of Net Sale Proceeds from any Asset Disposition, an amount equal to
100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a
mandatory repayment of principal of the Term Loans, provided, that with respect
to no more than $5,000,000 in the aggregate of such Net Sale Proceeds received
from and after the Closing Date, the Net Sale Proceeds therefrom shall not be
required to be so applied to the extent that no Event of Default or Unmatured
Event of Default then exists. After the prepayment in full of all Term Loans,
Borrower shall repay Revolving Loans and cash collateralize LC Obligations (in
the manner set forth in Section 4.4(a)) on the date of receipt of such proceeds
by an amount equal to the lesser of (y) the amount of Revolving Loans and LC
Obligations then outstanding or (z) the remaining portion of such Net Sale
Proceeds not used to repay Term Loans, and the Revolving Commitments shall be
permanently reduced by that portion of Net Sale Proceeds not used to repay Term
Loans.

                  (d) Mandatory Prepayment With Excess Cash Flow. On each Excess
Cash Payment Date, an amount equal to 50% of Excess Cash Flow of Borrower and
its Subsidiaries for the most recent Excess Cash Flow Period ending prior to
such Excess Cash Payment Date shall be applied as a mandatory repayment of
principal of the Term Loans.

                  (e) Mandatory Payment With Proceeds of Capital Stock. On the
first Business Day after receipt thereof by Borrower and/or any of their
Subsidiaries , an amount equal to 100% of the Net Offering Proceeds of the sale
or issuance of Capital Stock of (or cash capital contributions to) Borrower or
any of their Subsidiaries (other than (i) equity contributions permitted under
Section 8.8 to any of Borrower's Subsidiaries made by Borrower or any of its
Subsidiaries and (ii) proceeds received as a result of the exercise of any stock
options exercised by any director, officer or employee of Borrower to the extent
the proceeds excluded pursuant to this clause (ii) do not exceed $500,000 for
any single exercise (or series of related exercises), provided that the excess
of such proceeds over such $500,000 minimum amount shall be excluded to the
extent the aggregate amount of all such excess proceeds does not exceed
$500,000), shall be applied as a mandatory repayment of principal of the Term
Loans. After the prepayment in full of all Term Loans, Borrower shall repay
Revolving Loans and cash collateralize LC Obligations (in the manner set forth
in Section 4.4(a)) on the date set forth in the preceding sentence by an amount
equal to the lesser of (y) the amount of Revolving Loans and LC Obligations then
outstanding or (z) the amount of such portion of Net Offering Proceeds not used
to repay Term Loans, and the Revolving Commitments shall be permanently reduced
by that portion of Net Offering Proceeds not used to repay Term Loans.

                  (f) Mandatory Prepayment Upon Incurrence of Indebtedness. On
the first Business Day after receipt thereof by Borrower and/or any of their
Subsidiaries, an amount equal to 100% of the Net Offering Proceeds of the
incurrence of Indebtedness by Borrower and/or any of its Subsidiaries (other
than Indebtedness permitted to be incurred by Section 8.2) shall be applied as a
mandatory repayment of principal of the Loans. After the prepayment in full of
all Term Loans, Borrower shall repay Revolving Loans and cash collateralize LC
Obligations (in the manner set forth in Section 4.4(a)) on the date of receipt
of such proceeds by an amount equal to the lesser of (i) the amount of Revolving
Loans and LC Obligations then outstanding or (ii) the remaining portion of such


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<PAGE>   64



proceeds not used to repay Term Loans, and the Revolving Commitments shall be
permanently reduced by an amount equal to that portion of proceeds not used to
repay the Term Loans.

                  (g) Mandatory Prepayment Upon Recovery Event. Within ten (10)
days following each date on which Borrower or any of its Subsidiaries receives
any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of
such Recovery Event (net of reasonable costs and taxes incurred in connection
with such Recovery Event) shall be applied as a mandatory repayment of principal
of the Term Loans, provided that (1) so long as no Event of Default or Unmatured
Event of Default then exists, if the net proceeds from any Recovery Event are
less than $5,000,000, then no prepayment shall be required pursuant to this
Section 4.4(g), and (2) so long as no Event of Default or Unmatured Event of
Default then exists, with respect to any single or series of related Recovery
Events the net proceeds therefrom which are equal to or greater than $5,000,000
but less than $25,000,000, such proceeds shall not be required to be so applied
on such date to the extent that (x) Borrower has delivered a certificate to the
Agent on or prior to such date stating that such proceeds shall be used to
replace or restore any properties or assets in respect of which such proceeds
were paid within 365 days following the date of the receipt of such proceeds
(which certificate shall set forth the estimates of the proceeds to be so
expended) and (y) such proceeds are deposited in an escrow account with the
Agent for the benefit of the Secured Parties (the "Recovery Event Escrow
Account"), from which escrow account amounts may be withdrawn only to repay the
Loans or to be used for the purposes described in clause (x) above, provided,
further, that (i) if the amount of such proceeds from any single or series of
related Recovery Events exceeds $25,000,000, then the entire amount and not just
the portion in excess of $25,000,000 shall be applied as a mandatory repayment
of Term Loans as provided above in this Section 4.4(g), (ii) if all or any
portion of such proceeds not required to be applied to the repayment of Term
Loans pursuant to the first proviso of this Section 4.4(g) are not so used (or
contractually committed to be used) within 365 days after the day of the receipt
of such proceeds, such remaining portion shall be applied on the last day of
such period as a mandatory repayment of principal of the Term Loan as provided
in this Section 4.4(g) and (iii) if all or any portion of such proceeds are not
required to be applied on the 365th day referred to in clause (ii) above because
such amount is contractually committed to be used and subsequent to such date
such contract is terminated or expires without such portion being so used, then
such remaining portion shall be applied on the date of such termination or
expiration as a mandatory repayment of principal of outstanding Term Loans as
provided in this Section 4.4(g).

                  Revolving Loans prepaid pursuant to this Section 4.4(g) may be
subject to reborrowing prior to the Revolving Termination Date.

                  4.5 Application of Prepayments.

                  (a) Prepayments. Except as expressly provided in this
Agreement, all prepayments of principal made by Borrower pursuant to Section 4.4
shall be applied (i) first to the payment of the unpaid principal amount of the
Term Loans and second to the payment of the then outstanding balance of the
Revolving Loans and the cash collateralization of LC Obligations, in each case
in proportional amounts equal to such Lender's applicable Term Pro Rata Share or
Revolver Pro Rata Share, as the case may be, of such prepayment; (ii) within
each of the foregoing Loans, first to the payment of Base Rate Loans and second
to the payment of Eurodollar Loans; and (iii) with respect to Eurodollar Loans,
in such order as Borrower shall request (and in the absence of such request, as
Agent shall determine). Each prepayment of the Term Loans pursuant to Section
4.4(c), (d), (e), (f) and (g) shall


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<PAGE>   65



be applied in the order of the maturity of the principal installments of the
Term Loans then remaining to be paid. If any prepayment of Eurodollar Loans made
pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant
to such Borrowing to an amount less than the Minimum Borrowing Amount, such
Borrowing shall immediately be converted into Base Rate Loans. All prepayments
shall include payment of accrued interest on the principal amount so prepaid,
shall be applied to the payment of interest before application to principal and
shall include amounts payable, if any, under Section 3.5.

                  (b) Payments. All regular installment payments of principal on
the Term Loans shall be applied (i) first to the payment of Base Rate Loans and
second to the payment of Eurodollar Loans and (ii) with respect to Eurodollar
Loans, in such order as Borrower shall request (and in the absence of such
request, as Agent shall determine). All payments shall include payment of
accrued interest on the principal amount so paid, shall be applied to the
payment of interest before application to principal and shall include amounts
payable, if any, under Section 3.5.

                  4.6 Method and Place of Payment.

                  (a) Except as otherwise specifically provided herein, all
payments under this Agreement shall be made to Agent, for the ratable account of
the Lenders entitled thereto, not later than 1:00 P.M. (New York City time) on
the date when due and shall be made in immediately available funds in lawful
money of the United States of America and in each case to the account specified
therefor for Agent or if no account has been so specified at the Payment Office,
it being understood that with respect to payments in Dollars, written telex or
telecopy notice by Borrower to Agent to make a payment from the funds in
Borrower's account at the Payment Office shall constitute the making of such
payment to the extent of such funds held in such account. Agent will thereafter
cause to be distributed on the same day (if payment was actually received by
Agent prior to 1:00 P.M. (New York City time) on such day) like funds relating
to the payment of principal or interest or fees ratably to the Lenders entitled
to receive any such payment in accordance with the terms of this Agreement. If
and to the extent that any such distribution shall not be so made by Agent in
full on the same day (if payment was actually received by Agent prior to 12:00
Noon (New York City time) on such day), Agent shall pay to each Lender its
ratable amount thereof and each such Lender shall be entitled to receive from
Agent, upon demand, interest on such amount at the overnight Federal Funds Rate
for each day from the date such amount is paid to Agent until the date Agent
pays such amount to such Lender.

                  (b) Any payments under this Agreement which are made by
Borrower later than 1:00 p.m. (New York City time) shall, for the purpose of
calculation of interest, be deemed to have been made on the next succeeding
Business Day. Whenever any payment to be made hereunder shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect
immediately prior to such extension, except that with respect to Eurodollar
Loans, if such next succeeding Business Day is not in the same month as the date
on which such payment would otherwise be due hereunder or under any Note, the
due date with respect thereto shall be the next preceding applicable Business
Day.



                                       55

<PAGE>   66



                  4.7 Net Payments.

                  (a) All payments made by Borrower hereunder or under any Loan
Document will be made without setoff, counterclaim or other defense. Except as
provided in Section 4.7(d), all payments hereunder and under any of the Loan
Documents (including, without limitation, payments on account of principal and
interest and fees) shall be made by Borrower free and clear of and without
withholding for or on account of any present or future tax, duty, levy, impost,
assessment or other charge of whatever nature now or hereafter imposed by any
Governmental Authority, but excluding therefrom (i) a tax imposed on the overall
net income (including a franchise tax based on net income) of the lending office
of the Lender in respect of which the payment is made by the jurisdiction in
which the Lender is incorporated or the jurisdiction (or political subdivision
or taxing authority thereof) in which its lending office is located, (ii) in the
case of any Lender that is not a United States person (as such term is defined
in Section 7701(a)(30) of the Code) and that does not comply with Section
4.7(d), any taxes imposed by the United States by means of withholding at the
source unless such withholding results from a change in applicable law, treaty
or regulations or the interpretation or administration thereof (including,
without limitation, any guideline or policy not having the force of law) by any
authority charged with the administration thereof subsequent to the date such
Lender becomes a Lender with respect to the Loan or portion thereof affected by
such change and (iii) any tax imposed on or measured by the overall net income
(including a franchise tax based on net income, but excluding any taxes imposed
by the United States by means of withholding at the source) of a Lender or an
office or branch thereof by the United States of America or any political
subdivision or taxing authority thereof or therein (such tax or taxes, other
than excluded tax or taxes, being herein referred to as "Tax" or "Taxes"). If
Borrower is required by law to make any deduction or withholding of any Taxes
from any payment due hereunder or under any of the Loan Documents, then the
amount payable will be increased to such amount which, after deduction from such
increased amount of all such Taxes required to be withheld or deducted
therefrom, will not be less than the amount due and payable hereunder had no
such deduction or withholding been required.

                  (b) If Borrower makes any payment hereunder or under any of
the Loan Documents in respect of which it is required by law to make any
deduction or withholding of any Taxes, it shall pay the full amount to be
deducted or withheld to the relevant taxation or other authority within the time
allowed for such payment under applicable law and shall deliver to the Lenders
within 30 days after it has made such payment to the applicable authority a
receipt issued by such authority evidencing the payment to such authority of all
amounts so required to be deducted or withheld from such payment.

                  (c) Without prejudice to the provisions of Section 4.7(a), if
any Lender, or Agent on its behalf, is required by law to make any payment on
account of Taxes on or in relation to any such received or receivable tax
hereunder or under any of the Loan Documents by such Lender, or Agent on its
behalf, or any liability for Tax in respect to any such payment is imposed,
levied or assessed against any Lender or Agent on its behalf, Borrower will
promptly indemnify such person against such Tax payment or liability, together
with any interest, penalties and expenses (including counsel fees and expenses)
payable or incurred in connection therewith, including any tax of any Lender
arising by virtue of payments under this Section 4.7(c), computed in a manner
consistent with this Section 4.7(c). A certificate as to the amount of such
payment by such Lender, or Agent on its behalf, absent manifest error, shall be
final, conclusive and binding upon all parties hereto for all purposes.



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<PAGE>   67



                  (d) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) agrees to deliver to
Borrower and Agent on or prior to the Initial Borrowing Date, or in the case of
a Lender that is an Assignee of an interest under this Agreement pursuant to
Section 3.7 or 12.8 (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment), on the date of such assignment to such
Lender, together with any other certificate or statement of exemption required
under the Code to establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to
such Lender, (i) two accurate and complete original signed copies of IRS Form
4224 or 1001 (or successor forms) certifying to such Lender's entitlement to a
complete exemption from United States withholding tax with respect to payments
to be made under this Agreement and under any Note, or (ii) if the Lender is not
a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (x) a
certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a
"Section 4.7(d)(ii) Certificate") and (y) two accurate and complete original
signed copies of IRS Form W-8 (or successor form) certifying to such Lender's
entitlement to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Note. In addition, each Lender agrees that from time to time after the Initial
Borrowing Date, when a lapse in time or change in circumstances renders the
previous certification obsolete or inaccurate in any material respect, it will
deliver to Borrower and Agent two new accurate and complete original signed
copies of IRS Form 4224 or 1001, or Form W-8 and a Section 4.7(d)(ii)
Certificate, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding Tax with respect to
payments under this Agreement and any Note, or it shall immediately notify
Borrower and Agent of its inability to deliver any such form or certificate.
Notwithstanding anything to the contrary contained in Section 4.7(a), but
subject to Section 12.8(c) and the immediately succeeding sentence, (x) Borrower
shall be entitled, to the extent it is required to do so by law, to deduct or
withhold income or similar Taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable hereunder for the account of any Lender which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
United States Federal income tax purposes to the extent that such Lender has not
provided to Borrower IRS Forms that establish a complete exemption from such
deduction or withholding and (y) Borrower shall be obligated pursuant to Section
4.7(a) hereof to gross-up payments to be made to a Lender in respect of income
or similar Taxes imposed by the United States unless (I) upon timely notice from
the Borrower, such Lender has not provided to Borrower the IRS Forms required to
be provided to Borrower pursuant to this Section 4.7(d), or (II) in the case of
a payment, other than interest, to a Lender described in clause (ii) above, to
the extent that such IRS Forms do not establish a complete exemption from
withholding of such Taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 4.7 and except as set forth
in Section 12.8(c), Borrower agrees to pay additional amounts and to indemnify
each Lender in the manner set forth in Section 4.7(a) (without regard to the
identity of the jurisdiction requiring the deduction or withholding) in respect
of any amounts deducted or withheld by it as described in the immediately
preceding sentence as a result of any changes after the Initial Borrowing Date
in any applicable law, treaty, governmental rule, regulation, guideline or
order, or in the interpretation thereof, relating to the deducting or
withholding of income or similar Taxes.

                  (e) Each Lender agrees that, as promptly as practicable after
it becomes aware of the occurrence of any event or the existence of any
condition that would cause Borrower to make a payment in respect of any Taxes to
such Lender pursuant to Section 4.7(a) or a payment in indemnification for any
Taxes pursuant to Section 4.7(c), it will use reasonable efforts to make, fund
or maintain the Loan (or portion thereof) of such Lender with respect


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<PAGE>   68



to which the aforementioned payment is or would be made through another lending
office of such Lender if as a result thereof the additional amounts which would
otherwise be required to be paid by such Borrower in respect of such Loans (or
portions thereof) or participation in Letters of Credit pursuant to Section
4.7(a) or Section 4.7(c) would be materially reduced, and if, as determined by
such Lender, in its reasonable discretion, the making, funding or maintaining of
such Loans or participation in Letters of Credit (or portions thereof) through
such other lending office would not otherwise materially adversely affect such
Loans or such Lender. Borrower agrees to pay all reasonable expenses incurred by
any Lender in utilizing another lending office of such Lender pursuant to this
Section 4.7(e).

                                    ARTICLE V

                              CONDITIONS OF CREDIT

                  5.1 Conditions Precedent to the Initial Borrowing. The
obligation of the Lenders to make the Initial Loans and the obligation of the
Facing Agent to issue and the Lenders to participate in Letters of Credit under
this Agreement shall be subject to the fulfillment, at or prior to the time of
the making of such Initial Loan, of each of the following conditions:

                  (a) Credit Agreement and Notes. Borrower shall have duly
executed and delivered to Agent, with a signed counterpart for each Lender, this
Agreement (including all schedules, exhibits, certificates, opinions and
financial statements delivered pursuant hereto), the Notes payable to the order
of each applicable Lender in the amount of their respective Commitments all of
which shall be in full force and effect;

                  (b) Security Agreement. Borrower shall have duly authorized,
executed and delivered a Security Agreement in the form of Exhibit 5.1(b) (as
amended, restated, supplemented or otherwise modified from time to time, the
"Security Agreement") together with:

                           (i) proper financing statements (Form UCC-1 or such
other financial statements or similar notices as shall be required by local law)
fully executed for filing under the UCC or other appropriate filing offices of
each jurisdiction as may be necessary or, in the opinion of Agent, desirable to
perfect the security interests purported to be created by the Security
Agreement;

                           (ii) certified copies of Requests for Information or
Copies (Form UCC-1), or equivalent reports, listing all effective financing
statements or similar notices that name Borrower or its Subsidiaries (by its
actual name or any trade name, fictitious name or similar name), or any division
or other operating unit thereof, as debtor and that are filed in the
jurisdiction referred to in said clause (i), together with copies of such other
financing statements (none of which shall cover the Collateral except to the
extent evidencing Permitted Liens or for which Agent shall have received
termination statements (Form UCC-3 or such other termination statements as shall
be required by local law) fully executed for filing);

                           (iii) evidence of the completion of all other
recordings and filings of, or with respect to, the Security Agreement and all
other actions as may be necessary or, in the opinion of Agent, desirable to
perfect the security interests intended to be created by the Security Agreement;


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<PAGE>   69



                           (iv) an executed Landlord Consent from each lessor of
any leased facility of Borrower or any Subsidiary of Borrower at which any
Collateral may be located as Agent may request (provided that to the extent any
such Landlord Consent has not been delivered on the Closing Date, Borrower shall
use its reasonable best efforts to cause such Landlord Consents to be executed
and delivered promptly following the Closing Date); and

                           (v) evidence that all other actions necessary, or in
the reasonable opinion of Agent, desirable to perfect the security interests
purported to be taken by the Security Agreement have been taken;

                  (c) Pledge Agreement. Borrower shall have duly authorized,
executed and delivered a Pledge Agreement substantially in the form of Exhibit
5.1(c) (as amended, restated, supplemented or otherwise modified from time to
time, the "Pledge Agreement") and shall have delivered to Agent, as Pledgee, all
the Pledged Securities referred to therein then owned, if any, by Borrower, (x)
endorsed in blank in the case of promissory notes constituting Pledged
Securities and (y) together with executed and undated stock powers, in the case
of capital stock constituting Pledged Securities and (z) the Pledge Agreement
and such other documents shall be in full force and effect;

                  (d) Mortgages; Title Insurance; Survey. Agent shall have
received:

                           (i) fully executed counterparts of deeds of trusts,
mortgages and similar documents in each case in form and substance reasonably
satisfactory to Agent (each a "Mortgage" and collectively, the "Mortgages"),
which Mortgages shall cover such of the real property owned by Borrower as shall
be listed in Schedule 6.11(c) (each a "Mortgaged Property" and collectively, the
"Mortgaged Properties"), together with evidence that counterparts of the
Mortgages have been delivered to the title insurance company insuring the Lien
of the Mortgages for recording in all places to the extent necessary or
desirable, in the judgment of Agent, to create a valid and enforceable first
priority lien on each Mortgaged Property subject only to Permitted Liens in
favor of Agent (or such other trustee as may be required or desired under local
law) for the benefit of the Lenders on the Initial Borrowing Date;

                           (ii) mortgagee title insurance policies (or binding
commitments to issue such title insurance policies) issued by title insurance
companies satisfactory to Agent (the "Mortgage Policies") in amounts
satisfactory to Agent insuring Agent that the Mortgages are valid and
enforceable first priority mortgage liens on the respective Mortgaged
Properties, free and clear of all defects, encumbrances and other Liens except
Permitted Liens, and the Mortgage Policies shall be in form and substance
satisfactory to Agent and shall include, as appropriate, an endorsement for
future advances under this Agreement, the Notes and the Mortgages and for any
other matter that Agent or the Required Lenders in their discretion may request,
shall not include an exception for mechanics' liens, and shall provide for
affirmative insurance and such reinsurance (including direct access agreements)
as Agent in its reasonable discretion may request; and

                           (iii) a survey, in form and substance reasonably
satisfactory to Agent, of each Mortgaged Property listed on Schedule 6.11(c),
dated a recent date acceptable to Agent, certified by a licensed professional
surveyor in a manner reasonably satisfactory to Agent (provided that to the
extent any such survey has not been delivered on the Closing Date, Borrower
shall cause all such surveys to be delivered to Agent promptly following


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<PAGE>   70



the Closing Date but in no event later than 90 days following the Closing Date,
and shall cause the title insurance companies that have issued the Mortgage
Policies to issue appropriate endorsements to Agent which effectively remove all
survey exceptions from the Mortgage Policies);

                  (e) Opinions of Counsel. Agent shall have received from (i)
Kirkland & Ellis, special counsel to Borrower, an opinion addressed to Agent and
each of the Lenders and dated the Closing Date, which shall be in form and
substance reasonably satisfactory to Agent and which shall cover the matters set
forth in Exhibit 5.1(e) and such other matters incident to the transactions
contemplated herein as Agent or the Required Lenders may reasonably request and
(ii) opinions of local counsel to Borrower dated the Closing Date, each of which
shall be in form and substance reasonably satisfactory to Agent, which opinions
shall cover such matters incident to the transactions contemplated herein and in
the other Loans Documents as Agent or the Required Lenders may reasonably
request;

                  (f) Officer's Certificate. Agent shall have received, with a
signed counterpart for each Lender, a certificate executed by a Responsible
Officer on behalf of Borrower, dated the date of this Agreement and in the form
of Exhibit 5.1(f) hereto, stating that the representations and warranties set
forth in Article VI hereof are true and correct as of the date of the
certificate, that no Event of Default or Unmatured Event of Default has occurred
and is continuing, that the conditions of Section 5.1 hereof have been fully
satisfied (except that no opinion need be expressed as to the Agent's or
Required Lenders' satisfaction with any document, instrument or other matter)
and that no Liens (except for Permitted Liens) have been placed against the
Collateral or the Mortgaged Property since the respective dates of the searches
of financing statements filed under the Uniform Commercial Code and delivered
pursuant to this Section 5.1;

                  (g) Secretary's Certificate. On the Closing Date, the Agent
shall have received from each Credit Party a certificate, dated the Closing
Date, signed by the secretary or any assistant secretary of such Credit Party,
in the form of Exhibit 5.1(g) with appropriate insertions, as to the incumbency
and signature of the officers of each such Credit Party executing any Document
(in form and substance satisfactory to Agent) and any certificate or other
document or instrument to be delivered pursuant hereto or thereto by or on
behalf of such Credit Party, together with evidence of the incumbency of such
Secretary or Assistant Secretary, and certifying as true and correct, attach
copies of the Certificate of Incorporation and By-Laws of such Credit Party and
the resolutions of such Credit Party referred to in such certificate and all of
the foregoing (including each such Certificate of Incorporation and ByLaws)
shall be satisfactory to Agent or the Required Lenders;

                  (h) Intentionally Omitted;

                  (i) Adverse Change. On or prior to the Closing Date, nothing
shall have occurred (and neither Agent nor Lenders shall have become aware of
any facts or conditions not previously known) which Agent or the Required
Lenders shall determine has or reasonably could be expected to have, or could
have, a Material Adverse Effect;

                  (j) Approvals. All necessary governmental (domestic and
foreign) and third party approvals in connection with the Transaction and
otherwise referred to herein or therein shall have been obtained and remain in
effect, and all applicable waiting periods shall have expired without any action
being taken by any competent


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authority which restrains, prevents or imposes materially adverse conditions
upon the consummation of all or any part of the Transaction or the other
transactions contemplated by the Documents and otherwise referred to herein or
therein. Additionally, there shall not exist any judgment, order, injunction or
other restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing material adverse
conditions upon all or any part of the Transaction, the transactions
contemplated by the Documents or the making of the Loans or the issuance of
Letters of Credit;

                  (k) Litigation. No litigation by any entity (private or
governmental) shall be pending or, to the best knowledge of Borrower, threatened
with respect to this Agreement, any other Document or any documentation executed
in connection herewith or the transactions contemplated hereby (including,
without limitation, the Transaction), or with respect to the Existing Credit
Agreement or the obligations being refinanced in connection with the
consummation of the Transaction or which Agent or the Required Lenders shall
determine could reasonably be expected to have a Material Adverse Effect;

                  (l) Fees. Borrower shall have paid to Agent all costs, fees
and expenses (including, without limitation, legal fees and expenses) payable to
Agent to the extent then due;

                  (m) Insurance. On or prior to the Closing Date, Agent shall
have received evidence of insurance complying with the requirements of Section
7.8 for the business and properties of Borrower, in scope, form and substance
reasonably satisfactory to Agent and the Required Lenders and naming the
Collateral Agent as an additional insured, mortgagee and/or loss payee, and
stating that such insurance shall not be cancelled or revised without 30 days'
prior written notice by the insurer to the Agent.

                  (n) Appointment of Agent. Agent shall have received a letter
from CT Corporation System, presently located at 1633 Broadway, New York, New
York 10019, substantially in the form of Exhibit 5.1(n) hereto, indicating its
consent to its appointment by Borrower as its agent to receive service of
process as specified in Section 12.9 of this Agreement;

                  (o) Pro Forma Balance Sheet. Agent shall have received the Pro
Forma Balance Sheet prepared in accordance with of the Securities Act in form
and substance satisfactory to Agent and the Required Lenders;

                  (p) Termination of Existing Credit Agreement.

                           (i) On or prior to the Closing Date, the total
commitments under each of the Existing Credit Agreement shall have been
terminated, all loans thereunder shall have been repaid in full, together with
interest thereon, and all other amounts owing pursuant to the Existing Credit
Agreement shall have been repaid in full and the Existing Credit Agreement shall
have been terminated on terms and conditions satisfactory to Agent and the
Required Lenders and be of no further force or effect. On the Closing Date, (x)
the termination of the Existing Credit Agreement shall be satisfactory to Agent
and the Required Lenders and all such conditions shall have been satisfied to
the satisfaction of Agent and the Required Lenders or waived with the consent of
Agent and the Required Lenders and (y) evidence in form, scope and substance
satisfactory to Agent and the Required Lenders that the matters set forth in
this Section 5.1(p) have been satisfied on such date.


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<PAGE>   72



                           (ii) The creditors under the Existing Credit
Agreement shall have terminated and released all security interests and Liens on
the assets owned by Borrower. Agent shall have received such releases of
security interest in and Liens on the assets owned by Borrower as may have been
requested by Agent or the Required Lenders, which releases shall be in form and
substance satisfactory to Agent and the Required Lenders. Without limiting the
foregoing, there shall have been delivered proper termination statements (Form
UCC-3 or the appropriate equivalent) for filing under the UCC of each
jurisdiction where a financing statement (Form UCC-1 or the appropriate
equivalent) was filed with respect to Borrower in connection with the security
interests created with respect to the Existing Credit Agreement and the
documentation related thereto all collateral owned by Borrower in possession of
any other agent, collateral agent or trustee for the creditors under the
Existing Credit Agreement or any financial institution party to the Existing
Credit Agreement or any related agreement;

                  (q) Existing Indebtedness. On the Closing Date and after
giving effect to the Transaction and the other transactions contemplated hereby,
Borrower shall not have any Indebtedness outstanding except for the Loans and
the Indebtedness to Remain Outstanding. The aggregate principal amount of the
Indebtedness to Remain Outstanding shall not exceed $825 million and the
Indebtedness to Remain Outstanding shall not be incurred in connection with, or
in contemplation of, the Transaction and the terms and conditions of the
Indebtedness to Remain Outstanding shall be reasonably satisfactory to Agent and
the Required Lenders;

                  (r) Tax and Accounting Aspects of Transactions/Capital
Structure. Agent and the Required Lenders shall be satisfied with all tax and
accounting matters relating to the Transactions. On the Closing Date, the
ownership and capital structure (including without limitation, the terms of any
capital stock, options, warrants or other securities issued by Borrower or any
of its Subsidiaries) and management of Borrower and its Subsidiaries shall be in
form and substance reasonably satisfactory to the Agent or the Required Lenders;
and

                  (s) Other Matters. All corporate and other proceedings taken
in connection with the Transactions at or prior to the date of this Agreement,
and all documents incident thereto will be reasonably satisfactory in form and
substance to Agent; and the Lenders shall have received such other instruments
and documents as Agent shall reasonably request in connection with the execution
of this Agreement, and all such instruments and documents shall be reasonably
satisfactory in form and substance to Agent.

                  5.2 Conditions Precedent to All Credit Events. The obligation
of each Lender to make Loans (including Loans made on the Initial Borrowing
Date) and the obligation of any Facing Agent to issue or any Lender to
participate in any Letter of Credit hereunder in each case shall be subject to
the fulfillment at or prior to the time of each such Credit Event of each of the
following conditions:

                  (a) Representations and Warranties. The representations and
warranties contained in this Agreement and the other Loan Documents shall each
be true and correct in all material respects at and as of such time, as though
made on and as of such time except to the extent such representations and
warranties are expressly made as of a specified date in which event such
representation and warranties shall be true and correct as of such specified
date.

                  (b) No Default. No Event of Default or Unmatured Event of
Default shall have occurred and shall then be continuing on such date or will
occur after giving effect to such Credit Event.


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<PAGE>   73



                  (c) Notice of Borrowing; Letter of Credit Request.

                           (i) Prior to the making of each Loan, Agent shall
have received a Notice of Borrowing meeting the requirements of Section 2.5.

                           (ii) Prior to the issuance of each Letter of Credit,
Agent and the respective Facing Agent shall have received a Letter of Credit
Request meeting the requirements of Section 2.9(b).

                  (d) Adverse Change. At the time of each such Credit Event and
after giving effect thereto, nothing shall have occurred (and the Lender shall
not have become aware of any facts or conditions previously unknown) which has,
or is reasonably likely to have, a Material Adverse Effect.

                  (e) Other Information. Agent shall have received such other
instruments, documents and opinions as it may reasonably request in connection
with such Credit Event, and all such instruments and documents shall be
reasonably satisfactory in form and substance to Agent.

                  The acceptance of the benefits of each such Credit Event by
Borrower shall be deemed to constitute a representation and warranty by it to
the effect of paragraphs (a), (b), (c) and (d) of this Section 5.2 (except that
no opinion need be expressed as to the Agent's or Required Lenders' satisfaction
with any document, instrument or other matter).


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Agreement
and to make the Loans, and issue (or participate in) the Letters of Credit as
provided herein, Borrower makes the following representations, warranties and
agreements as of the Closing Date (both before and after giving effect to the
consummation of the Transaction) and as of the date of each subsequent Credit
Event, all of which shall survive the execution and delivery of this Agreement
and the Notes and the making of the Loans and issuance of the Letters or Credit,
with the occurrence of each Credit Event on or after the Closing Date being
deemed to constitute a representation and warranty that the matters specified in
this Article VI are true and correct on and as of the Closing Date and on and as
of the date of each of such Credit Event, provided that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct on the date of each Credit Event but only as of such
specified date:

                  6.1 Corporate Status. Each Credit Party (i) is a duly
organized and validly existing corporation in good standing under the laws of
the jurisdiction of its incorporation, (ii) has the corporate power and
authority to own its property and assets and to transact the business in which
it is engaged and presently proposed to engage in and (iii) is duly qualified
and is authorized to do business and is in good standing in (y) Delaware and
Illinois in the case of Borrower, or its jurisdiction of incorporation in the
case of a Subsidiary of Borrower and (z) in each other jurisdiction where the
ownership, leasing or operation of property or the conduct of its business
requires such


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<PAGE>   74



qualification, except in the case of clause (z) for such failure to be so
qualified which, in the aggregate, would not have a Material Adverse Effect.

                  6.2 Corporate Power and Authority. Each Credit Party has the
corporate power and authority to execute, deliver and perform the terms and
provisions of each of the Documents to which it is a party and has taken all
necessary corporate action to authorize the execution, delivery and performance
by it of each of such Documents. Each Credit Party has duly executed and
delivered each of the Documents to which it is a party, and each of such
Documents constitutes its legal, valid and binding obligation enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law).

                  6.3 No Violation. Neither the execution, delivery or
performance by any Credit Party of the Documents to which it is a party
(including, without limitation, the granting of Liens pursuant to the Security
Documents), nor compliance by it with the terms and provisions thereof, nor the
consummation of the transactions contemplated therein (i) will contravene any
provision of any Requirement of Law applicable to any Credit Party, (ii) will
conflict with or result in any breach of or constitute a tortious interference
with any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien (except pursuant to the Security Documents) upon any
of the property or assets of any Credit Party pursuant to the terms of any
Contractual Obligation to which any Credit Party is a party or by which it or
any of its property or assets is bound or to which it may be subject, (iii) will
violate any provision of any Organizational Document of any Credit Party or (iv)
require any approval of stockholders or any approval or consent of any Person
(other than a Governmental Authority) except as set forth on Schedule 6.3.

                  6.4 Governmental and Other Approvals. Except for the recording
of the Mortgages, filings with the U.S. Patent and Trademark Office and the U.S.
Copyright Office to record liens on intellectual property, and the filing of the
UCC financing statements which shall be recorded and filed, respectively, on, or
as soon as practicable after, the date hereof, no order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with (except as have been obtained or made on or prior to the Initial Borrowing
Date), or exemption by, any Governmental Authority, is required to authorize, or
is required in connection with, (i) the execution, delivery and performance of
any Document or (ii) the legality, validity, binding effect or enforceability of
any such Document.

                  6.5 Financial Statements; Financial Condition; Undisclosed
Liabilities Projections; etc.

                  (a) Financial Statements. (i) The consolidated balance sheets
of Borrower dated September 30, 1995, September 30, 1996 and September 30, 1997
and March 31, 1998 and the related consolidated statements of operations, cash
flows and shareholders' equity of Borrower for the Fiscal Year or other period
ended on such dates, as the case may be, and copies of which have hereto been
furnished to the Lenders prior to the Closing Date which, in the case of the
September 30, 1995, 1996 and 1997 statements, have been examined by Deloitte &
Touche L.L.P., independent certified public accountants, who delivered an
unqualified opinion in respect thereto, present fairly, in accordance with GAAP,
the financial condition and results of operations of Borrower and its
Subsidiaries for the periods referred to therein, and (ii) the pro forma (after
giving effect to the Transaction, the related financing thereof


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<PAGE>   75



and the other transactions contemplated hereby and thereby) balance sheet of
Borrower attached hereto as Schedule 6.5(a) (the "Pro Forma Balance Sheet")
presents fairly the financial condition of Borrower at the date of such balance
sheet and presents a good faith estimate of the pro forma financial condition of
Borrower (after giving effect to the Transaction, the related financing thereof
and the other transactions contemplated hereby and thereby) at the date thereof.
The Pro Forma Balance Sheet has been prepared in accordance with GAAP
consistently applied (except as may be indicated in the notes thereto) subject
to normal year-end adjustments. Since September 30, 1997 there has been no
material adverse change in the financial condition of Borrower and its
Subsidiaries, taken as a whole.

                  (b) Solvency. On and as of the Closing Date, after giving
effect to the Transaction and to all Indebtedness (including the Loans) being
incurred, and to be incurred (and the use of proceeds thereof), and Liens
created, and to be created, by Borrower in connection with the transactions
contemplated hereby, (i) the sum of the assets, at a fair valuation, of Borrower
will exceed its debts; (ii) Borrower has not incurred nor intends to, nor
believes that it will, incur debts beyond its ability to pay such debts as such
debts mature; and (iii) Borrower will have sufficient capital with which to
conduct its business. For purposes of this Section 6.5(b) "debt" means any
liability on a claim, and "claim" means (y) any right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured,
or unsecured (including all obligations, if any, under any Plan or the
equivalent for unfunded past service liability, and any other unfunded medical
and death benefits) or (z) any right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right to
an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured.

                  (c) No Undisclosed Liabilities. Except as fully reflected in
the financial statements and the notes related thereto delivered pursuant to
Section 6.5(a) and on Schedule 6.5(d) there were as of the Closing Date (and
after giving effect to the Transaction and the other transactions contemplated
hereby) no liabilities or obligations with respect to Borrower (whether
absolute, accrued or contingent and whether or not due) which, either
individually or in aggregate, would be material to Borrower. As of the Closing
Date (and after giving effect to the Transaction and the other transaction
contemplated hereby), Borrower does not know of any basis for the assertion
against Borrower of any liability or obligation that is not fully reflected in
the financial statements or the notes related thereto delivered pursuant to
Section 6.5(a) and on Schedule 6.5(d) which, either individually or in the
aggregate, would reasonably be expected to be material to Borrower.

                  (d) Indebtedness. Schedule 6.5(d) sets forth a true and
complete list of all Indebtedness (other than the Loans and the Letters of
Credit) of Borrower and its Subsidiaries as of the Closing Date and which is to
remain outstanding after giving effect to the Transaction (the "Indebtedness to
Remain Outstanding"), in each case showing the aggregate principal amount
thereof (and the aggregate amount of any undrawn commitments with respect
thereto) and the name of the respective obligor and any other entity which
directly or indirectly guaranteed such debt. No Indebtedness to Remain
Outstanding has been incurred in connection with, or in contemplation of, the
Transaction or the other transactions contemplated hereby.

                  (e) Projections. On and as of the Closing Date, the financial
projections, previously delivered to Agent and the Lenders in that certain
Confidential Information Memorandum dated May 1998 (the "Projections") and each
of the Projections delivered after the Closing Date pursuant to Section 7.2(f)
are, at the time made have


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<PAGE>   76



been prepared on a basis consistent with the financial statements referred to in
Section 6.5(a) and are based on good faith estimates and assumptions made by the
management of Borrower, and there are no statements or conclusions in any of the
Projections which, at the time made, are based upon or include information known
to Borrower to be misleading or which fail to take into account material
information regarding the matters reported therein. On the Closing Date,
Borrower believes that the Projections are reasonable and attainable, it being
understood that uncertainty is inherent in any forecasts or projections and that
no assurance can be given that the results set forth in the Projections will
actually be obtained.

                  6.6 Litigation. There are no actions, suits or proceedings
pending or, to the best knowledge of Borrower, threatened (i) with respect to
any Document, (ii) with respect to any Indebtedness or Preferred Stock of
Borrower or any of its Subsidiaries or (iii) that could reasonably be expected
to have a Material Adverse Effect.

                  6.7 True and Complete Disclosure. All factual information
(taken as a whole) heretofore or contemporaneously furnished by or on behalf of
Borrower or any of its Subsidiaries in writing to any Lender (including, without
limitation, all information contained in the Documents) (other than the
Projections as to which Section 6.5(e) applies) for purposes of or in connection
with this Agreement or any transaction contemplated herein is, and all other
such factual information (taken as a whole) hereafter furnished by or on behalf
of Borrower or any of its Subsidiaries in writing to any Lender for purposes of
or in connection with this Agreement or any transaction contemplated herein are
and will be (and, solely with respect to any such information furnished on
behalf of Borrower or any Subsidiary by a third party, to the best of Borrower's
knowledge after due inquiry are and will be) true and accurate in all material
respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any fact necessary to make such information
(taken as a whole) not misleading in any material respect at such time in light
of the circumstances under which such information was provided.

                  6.8 Use of Proceeds; Margin Regulations.

                  (a) Term Loan Proceeds. All proceeds of the Term Loans
incurred on the Initial Borrowing Date shall be used by Borrower (x) to
refinance, in part, all Borrower's indebtedness and obligations under the
Existing Credit Agreement (y) to pay fees and expenses in connection with the
Transaction and (z) for general corporate purposes of Borrower.

                  (b) Revolving Loan Proceeds. All proceeds of the Revolving
Loans incurred hereunder shall be used by Borrower (y) to refinance, in part,
all Borrower's indebtedness and obligations under the Existing Credit Agreement
and (z) for ongoing working capital needs and general corporate purposes.

                  (c) Margin Regulations. No part of the proceeds of any Loan
will be used to purchase or carry any margin stock, directly or indirectly, or
to extend credit for the purpose of purchasing or carrying any such margin stock
for the purpose of reducing or retiring any indebtedness which was originally
incurred to purchase or carry any margin security or for any other purpose which
might cause any of the loans or extensions of credit under this Agreement to be
considered a "purpose credit" within the meaning of Regulation T, U or X of the
Board.


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<PAGE>   77




                  6.9 Taxes.

                  (a) Tax Returns and Payments. Each of Borrower and each of its
Subsidiaries has timely filed or caused to be filed with the appropriate taxing
authority, all returns, statements, forms and reports for taxes (the "Returns")
required to be filed by or with respect to the income, properties or operations
of Borrower and/or any of its Subsidiaries. The Returns accurately reflect all
liability for taxes of Borrower and its Subsidiaries for the periods covered
thereby. Each of Borrower and each of its Subsidiaries has paid all taxes
payable by it before they have become delinquent other than those contested in
good faith and for which adequate reserves have been established in conformity
with GAAP. As of the Closing Date, there is no action, suit, proceeding,
investigation, audit, or claim pending or, to the knowledge of Borrower,
threatened by any authority regarding any taxes relating to Borrower or any of
its Subsidiaries other than as disclosed on Schedule 6.9. As of the Closing
Date, neither Borrower nor any of its Subsidiaries has entered into an agreement
or waiver or been requested to enter into an agreement or waiver extending any
statute of limitations relating to the payment or collection of taxes of
Borrower or any of its Subsidiaries, or is aware of any circumstances that would
cause the taxable years or other taxable periods of Borrower or any of its
Subsidiaries not to be subject to the normally applicable statute of
limitations. As of the Closing Date, neither Borrower nor any of its
Subsidiaries have provided, with respect to themselves or property held by them,
any consent under Section 341 of the Code. Neither Borrower nor any of its
Subsidiaries has incurred, or will incur, any material tax liability in
connection with the Transaction.

                  (b) Tax Examinations. Except as set forth on Schedule 6.9
hereto, as of the Closing Date, the federal income tax returns on each of
Borrower and its Subsidiaries have been examined by the IRS (or closed by
applicable statutes) for any tax periods, and there are no other tax
examinations in progress. All deficiencies which have been asserted against
Borrower and its Subsidiaries as a result of such examinations have been fully
paid or finally settled or are being contested in good faith, and no issue has
been raised in any such examination which, by application or similar principles,
reasonably can be expected to result in an assertion of a deficiency for any
other year not so examined that has not been accrued on Borrower's and its
Subsidiaries' audited financial statements for its most recently ended Fiscal
Year that would be required to be so accrued in accordance with GAAP. Neither
Borrower nor any of its Subsidiaries has knowledge of any material federal
income tax liability with respect to open taxable years in excess of amounts
accrued on such Person's financial statements for its most recently ended Fiscal
Year that would be required to be so accrued in accordance with GAAP, nor does
Borrower or any of its Subsidiaries anticipate any further material tax
liability with respect to such open taxable years taken as a whole in excess of
such accrued amounts.

                  6.10 Compliance With ERISA. Each Plan is in substantial
compliance with ERISA and the Code; no Reportable Event which could reasonably
be expected to result in the termination of any Plan has occurred with respect
to a Plan; no Multiemployer Plan is insolvent or in reorganization; the
aggregate fair market value of the assets of each Plan equals or exceeds the
aggregate present value of the accrued benefits under such Plan (using the
actuarial funding assumptions then in effect for such Plan); no Plan has an
accumulated or waived funding deficiency, has permitted decreases in its funding
standard account or has applied for an extension of any amortization period
within the meaning of Section 412 of the Code; neither Borrower nor any of its
Subsidiaries nor any ERISA Affiliate has incurred any material liability to or
on account of a Plan pursuant to Section 409, 502(i), 502(d), 515, 4062, 4063,
4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or is


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<PAGE>   78



expected to incur any material liability under any of the foregoing Sections
with respect to any Plan; no proceedings have been instituted to terminate any
Plan; no condition exists which presents a material risk to Borrower or any of
its Subsidiaries or any ERISA Affiliate of incurring a liability to or on
account of a Plan pursuant to the foregoing provisions of ERISA and the Code;
using actuarial assumptions and computation methods consistent with subpart 1 of
Subtitle E of Title IV of ERISA, Borrower and its Subsidiaries and its ERISA
Affiliates would not have any liability (other than potential withdrawal
liability to the Power Industry Union-Management Pension Fund, which was
calculated at $206,000 based on the January 1, 1989, actuarial valuation for the
fund and which has not been recalculated subsequently) to all Plans which are
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Plan ending prior to the date
of any Credit Event; no Lien imposed under the Code or ERISA on the assets of
Borrower or any of its Subsidiaries or any ERISA Affiliate exists or is likely
to arise on account of any Plan; and Borrower and its Subsidiaries do not
maintain or contribute to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) which provides benefits to retired employees (other than
as required by Section 601 of ERISA) or any employee pension benefit plan (as
defined in Section 3(2) of ERISA) the obligations with respect to either of
which could reasonably be expected to have a Material Adverse Effect.

                  6.11 Security Documents.

                  (a) Security Agreement Collateral. The provisions of the
Security Agreement are effective to create in favor of Agent for the benefit of
the Lenders a legal, valid and enforceable security interest in all right, title
and interest of Borrower in the Collateral, and the Security Agreement, together
with the timely filings of Form UCC-1 creates a fully perfected first lien on,
and security interest in, all right, title and interest of Borrower in all of
the Collateral described therein, subject to no other Liens other than Permitted
Liens. The recordation in the United States Patent and Trademark Office and in
the United States copyright office of assignments for security made pursuant to
the Security Agreement, together with filings on Form UCC-1 made pursuant to the
Security Agreement, will be effective, under Federal law, to perfect the
security interest granted to Agent in the trademarks, patents and copyrights
covered by the Security Agreement, and the filing of an assignment for security
made pursuant to the Security Agreement, with the United States Copyright Office
together with filings on Form UCC-1 made pursuant to the Security Agreement,
will be effective under Federal law to perfect the security interest granted to
Agent in the copyrights covered by the Security Agreement.

                  (b) Pledged Securities. The security interests created in
favor of Agent, as Pledgee for the benefit of the Lenders under the Pledge
Agreement, constitute first perfected security interests in the Pledged
Securities, if any, subject to no security interests of any other Person. No
filings or recordings are required in order to perfect the security interests
created in the Pledged Securities under the Pledge Agreement.

                  (c) Real Estate Collateral. The Mortgages create, as security
for the obligations purported to be secured thereby, a valid and enforceable
perfected security interest in and Lien on all of the Mortgaged Properties
(including, without limitation, all fixtures and improvements relating to such
Mortgaged Properties and affixed or added thereto on or after the Closing Date
in favor of Agent (or such other trustee as may be named therein) for the
benefit of the Secured Creditors, superior to and prior to the rights of all
third Persons (except that the security interest created in the Mortgaged
Properties may be subject to the Permitted Liens related thereto) and subject to
no other Liens (other than Liens permitted under Section 8.1). Schedule 6.11(c)
contains a true and complete list


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<PAGE>   79



of each parcel of real property owned or leased by Borrower on the Closing Date,
and the type of interest therein held by Borrower. Borrower has good and
marketable title to all Mortgaged Properties free and clear of all Liens except
those described in the first sentence of this Section 6.11(c).

                  6.12 Documents.

                  (a) True and Accurate Copies; Consummation of Transaction.
Borrower has heretofore delivered to Agent true, correct and complete copies of
the Documents entered into in connection with the Transaction. Borrower has,
concurrently with the execution and delivery of this Agreement, consummated the
transactions contemplated by the Documents pursuant thereto, and the Documents
set forth the entire agreement among the parties thereto with respect to the
subject matter thereof. Except as set forth on Schedule 6.12 hereto, no party to
the Documents has waived the fulfillment of any condition precedent set forth
therein to the consummation of the transactions contemplated thereby, no party
is in default or has failed to perform any of its obligations thereunder or
under any instrument or document executed and delivered in connection therewith.

                  (b) Representations and Warranties in Documents. All
representations and warranties set forth in the Documents were true and correct
in all material respects at the time as of which such representations and
warranties were made or deemed made and as of the Initial Borrowing Date.

                  6.13 Ownership of Property. Borrower and each Subsidiary has
good and marketable title to, or a subsisting leasehold interest or license
right in, all material items of real and personal property used in its
operations (except as to leasehold interests and license rights) free and clear
of all Liens, except Permitted Liens. Substantially all items of real and
material personal property owned by, leased to or used by Borrower and each
Subsidiary are in adequate operating condition and repair, ordinary wear and
tear excepted, are free and clear of any known defects except such defects as do
not substantially interfere with the continued use thereof in the conduct of
normal operations, and are able to serve the function for which they are
currently being used. The items of real and personal property owned by, leased
to or used by Borrower and each Subsidiary constitute all of the assets used in
the conduct of such Person's business as presently conducted, and neither this
Agreement nor any other Document, nor any transaction contemplated under any
such agreement, will affect any right, title or interest of Borrower or any
Subsidiary in and to any of such assets in a manner that would have or is
reasonably likely to have a Material Adverse Effect. To the knowledge of
Borrower, there are no actual, threatened or alleged defaults of a material
nature with respect to any material leases of real property under which Borrower
or any Subsidiary is lessee or lessor. Borrower and its Subsidiaries have
granted mortgages to secure the Obligations on all parcels of real estate
material to the operations of Borrower and its Subsidiaries.

                  6.14 Capitalization of Borrower. All shares of capital stock
of the Borrower have been duly authorized and validly issued, are fully paid and
non-assessable. As of the Closing Date, no authorized but unissued or treasury
shares of capital stock of Borrower are subject to any option, warrant, right to
call or commitment of any kind or character, except as expressly set forth in
Schedule 6.14. As of the Closing Date, Borrower does not have any outstanding
stock or securities convertible into or exchangeable for any shares of its
capital stock, or any rights issued to any Person (either preemptive or other)
to subscribe for or to purchase, or any options for the purchase of, or any
agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to any of its capital
stock or any stock or securities convertible into or exchangeable for any


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of its capital stock other than as expressly set forth in Schedule 6.14 or in
the certificate of incorporation of Borrower. As of the Closing Date, except as
disclosed in Schedule 6.14, pursuant to the certificate of incorporation of
Borrower or as required pursuant to incentive arrangements providing for the
issuance of up to 20% of the outstanding Common Stock of Borrower to its
management or the management of any of its Subsidiaries (which plans in no event
will obligate Borrower to repurchase shares of Common Stock for a price in
excess of the aggregate net book value of the shares plus an amount representing
the cost of funds), neither Borrower nor any of its Subsidiaries is subject to
any obligation (contingent or otherwise) to repurchase or otherwise acquire or
retire any shares of its capital stock or any convertible securities, rights or
options of the type described in the preceding sentence.

                  6.15 Subsidiaries.

                  (a) Organization. Schedule 6.15 hereto sets forth a true,
complete and correct list of each Subsidiary of Borrower as of the Closing Date
and indicates for each such Subsidiary (i) its jurisdiction of incorporation,
(ii) its ownership (by holder and percentage interest). Borrower has no
Subsidiaries except for Subsidiaries created in accordance with Section 8.17 and
those Subsidiaries listed as such on Schedule 6.15 hereto.

                  (b) Stock of Subsidiaries. Except as disclosed on Schedule
6.15, all of the issued and outstanding shares of capital stock of each of the
Subsidiaries of Borrower are owned directly by Borrower. On the Closing Date and
at all times thereafter:

                           (i) all shares of capital stock of each of the
Subsidiaries of Borrower will have been duly authorized and validly issued, will
be fully paid and non-assessable and will be owned directly by Borrower (except
for less than one percent (1%) of the capital stock of Gaylord de Mexico, which
shares are owned by certain employees of Borrower and its Subsidiaries, and in
the case of any Foreign Subsidiary, except for qualifying shares required to be
owned by directors or foreign nationals), free and clear of all Liens other than
Permitted Liens arising other than as a result of a voluntary act of Borrower or
the applicable Subsidiary; and

                           (ii) no authorized but unissued or treasury shares of
capital stock of any Subsidiary of Borrower are subject to any option, warrant,
right to call or commitment of any kind or character. A complete and correct
copy of each of the certificate of incorporation and by-laws of each Subsidiary
in effect on the Closing Date has been delivered to Agent.

                  (c) Restrictions on or Relating to Subsidiaries. There does
not exist any encumbrance or restriction on the ability of (i) any Subsidiary of
Borrower to pay dividends or make any other distributions on its capital stock
or any other interest or participation in its profits owned by Borrower or any
Subsidiary of Borrower, or to pay any Indebtedness owed, respectively, to
Borrower or a Subsidiary of Borrower, (ii) any Subsidiary of Borrower to make
loans or advances, respectively, to Borrower or any of Borrower's Subsidiaries
or (iii) Borrower or any of its Subsidiaries to transfer any of its properties
or assets to Borrower or any of its Subsidiaries, except for such encumbrances
or restrictions existing under or by reason of (x) applicable law, (y) this
Agreement or the other Loan Documents or (z) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of Borrower
or a Subsidiary of Borrower.



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                  6.16 Compliance With Law, Etc. Neither Borrower nor any of its
Subsidiaries is in default under or in violation of any Requirement of Law or
Contractual Obligation or under its Organizational Documents, as the case may
be, in each case the consequences of which default or violation, either in any
one case or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.

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

                  6.18 Public Utility Holding Company Act. Neither Borrower nor
any of its Subsidiaries 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.

                  6.19 Environmental Matters.

                  (a) Borrower and each of its Subsidiaries have complied in all
material respects with, and on the date of such Credit Event are in compliance
in all material respects with, all applicable Environmental Laws and the
requirements of any permits issued under such Environmental Laws except for such
noncompliance that could not reasonably be expected to have a Material Adverse
Effect. There are no material past, pending or, to the best knowledge of
Borrower, threatened Environmental Claims against Borrower or any of its
Subsidiaries or any real property owned or at any time operated by Borrower or
any of its Subsidiaries except for such Environmental Claims which could not
reasonably be expected to have a Material Adverse Effect. There are no facts,
circumstances, conditions or occurrences on any real property owned or at any
time operated by Borrower or any of its Subsidiaries or, to the best knowledge
of Borrower, on any property adjoining any real property owned or operated by
Borrower and its Subsidiaries that could reasonably be expected (i) to form the
basis of an Environmental Claim against Borrower or any of its Subsidiaries or
any such real property, or (ii) to cause such real property to be subject to any
restrictions on the ownership, occupancy, use or transferability of such real
property under any Environmental Law, except, in each case for clause (i) and
(ii) above, for such Environmental Claims or restrictions which could not
reasonably be expected to have a Material Adverse Effect.

                  (b) Hazardous Materials have not been, to the knowledge of
Borrower at any time in the past, and are not presently being, generated, used,
treated or stored on, or transported to or from, any real property owned or at
any time operated by Borrower or any of its Subsidiaries where such generation,
use, treatment or storage has violated or could reasonably be expected to
violate or create liability under any Environmental Law except where such
violation or liability could not reasonably be expected to have a Material
Adverse Effect. To the knowledge of the Borrower, Hazardous Materials have not
at any time been Released on or from any real property owned or at any time
operated by Borrower or any of its Subsidiaries where such Release has violated
or could reasonably be expected to violate or create liability under any
Environmental Law except where such violation or liability could not reasonably
be expected to have a Material Adverse Effect. To the knowledge of the Borrower,
except as disclosed on Schedule 6.19, there are not now and never have been any
underground storage tanks located on any real property owned or operated by
Borrower or any of its Subsidiaries, except for such tanks, the presence of
which, could not reasonably be expected to have a Material Adverse Effect.


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                  6.20 Labor Relations. Neither Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonable be
expected to have a Material Adverse Effect. There is (i) no significant unfair
labor practice complaint pending against Borrower or any of its Subsidiaries or,
to the best knowledge of Borrower, threatened against any of them before the
National Labor Relations Board, and no significant grievance or significant
arbitration proceeding arising out of or under any collective bargaining
agreement is so pending against Borrower or any of its Subsidiaries or, to the
best knowledge of Borrower, threatened against any of them, (ii) no significant
strike, labor dispute, slowdown or stoppage is pending against Borrower or any
of its Subsidiaries or, to the best knowledge of Borrower, threatened against
Borrower or any of its Subsidiaries and (iii) to the best knowledge of Borrower,
no question concerning union representation exists with respect to the employees
of Borrower or any of its subsidiaries, except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as could not reasonably be expected to have a Material Adverse
Effect.

                  6.21 Intellectual Property, Licenses, Franchises and Formulas.
Each of Borrower and its Subsidiaries owns or holds licenses or other rights to
or under all the patents, patent applications, trademarks, service marks,
trademark and service mark registrations and applications therefor, trade names,
copyrights, copyright registrations and applications therefor, trade secrets,
proprietary information, computer programs, data bases, licenses, permits,
franchises and formulas, or rights with respect to the foregoing which are
necessary to the operation of the business of Borrower and its Subsidiaries
(collectively, "Intellectual Property"), and has obtained assignments of all
leases and other rights of whatever nature, necessary for the present conduct of
its business, without any known material conflict with the rights of others.
Neither Borrower nor any of its Subsidiaries has knowledge of any existing or
threatened claim by any Person contesting the validity, enforceability, use or
ownership of the Intellectual Property, or of any existing state of facts that
would support a claim that use by Borrower or any of its Subsidiaries of any
such Intellectual Property has infringed or otherwise violated any proprietary
rights of any other Person, which could reasonably be expected to have a
Material Adverse Effect.

                  6.22 Certain Fees. Except as set forth in this Agreement and
the letter agreement between Borrower and Agent, no broker's or finder's fees or
commissions or any similar fees or commissions will be payable by Borrower or
any Subsidiary with respect to the incurrence and maintenance of the
Obligations, any other transaction contemplated by the Loan Documents or any
services rendered in connection with such transactions. Borrower covenants that
it will indemnify Agent and each Lender against and hold Agent and each Lender
harmless from any claim, demand or liability for broker's or finder's fees or
similar fees or commissions alleged to have been incurred in connection with any
of the transactions contemplated hereby.

                  6.23 Refinancing Transactions. At the time of consummation
thereof, each Transaction shall have been consummated in all material respects
in accordance with the terms of the respective Documents and all applicable
laws. Additionally, at the time of consummation thereof, there does not exist
any judgment, order or injunction prohibiting or imposing material adverse
conditions upon the consummation of any Transaction, and there does not exist
any judgment, order or injunction prohibiting or imposing material adverse
conditions upon the occurrence of any Credit Event or the performance by
Borrower and its Subsidiaries of its obligations under the Documents. All
actions taken by Borrower and its Subsidiaries pursuant to or in furtherance of
each Transaction have been taken in all material respects in compliance with the
respective Documents and all applicable laws.



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<PAGE>   83



                  6.24 Y2K. Borrower has reviewed, or will expeditiously review,
its operations and those of its Subsidiaries with a view to assessing whether
its businesses, or the businesses of any of its Subsidiaries, will be vulnerable
to a Y2K Problem or will be vulnerable in any material respect to the effects of
a Y2K Problem suffered by any of Borrower's or any of its Subsidiaries' major
customers and suppliers. Borrower represents and warrants that it has a
reasonable basis to believe that no Y2K Problem will cause a Material Adverse
Effect.

                  6.25 Subordination. This Agreement constitutes the "Credit
Agreement" as such term is defined in the 9.875% Indenture, the subordination
provisions contained in the 9.875% Indenture are enforceable against Borrower
and the holders of the 9.875% Senior Subordinated Notes (except to the extent
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws generally affecting creditors' rights
and by equitable principles (regardless of whether enforcement is sought in
equity or at law)), and all Obligations shall constitute "Senior Debt" as such
term is defined in the 9.875% Indenture.


                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

                  Borrower hereby agrees that, so long as any of the Commitments
remain in effect, or any Loan or LC Obligation remains outstanding and unpaid or
any other amount is owning to any Lender or Agent hereunder, (but excluding any
unasserted indemnification obligations which by their terms expressly survive
the termination hereof) Borrower shall:

                  7.1 Financial Statements. Furnish, or cause to be furnished,
to each Lender.

                   (a) Quarterly Financial Statements. Within forty-five (45)
days after the end of each of the first three Fiscal Quarters of each Fiscal
Year of Borrower (a) unaudited financial statements consisting of a consolidated
balance sheet and statement of stockholders' equity of Borrower and its
Subsidiaries as at the end of such quarter and consolidated statements of income
and cash flows of Borrower and its Subsidiaries for such quarter and for the
Fiscal Year through such quarter, all in reasonable detail and certified on
behalf of Borrower by a Responsible Officer of Borrower as having been prepared
in accordance with generally accepted accounting principles consistently applied
(other than for normal year-end adjustments and, unless then required by
Borrower's reporting obligations to the Securities and Exchange Commission or by
generally accepted accounting principles, footnote disclosure).

                  (b) Annual Financial Statements. Within ninety (90) days after
the end of each Fiscal Year of Borrower (a) financial statements consisting of a
consolidated balance sheet and statement of stockholder's equity, of Borrower
and its Subsidiaries as at the end of such Fiscal Year and consolidated
statements of income and cash flows of Borrower and its Subsidiaries for such
Fiscal Year, setting forth in comparative form the corresponding figures for the
preceding Fiscal Year, certified (without adverse opinions, scope limitations or
qualifications with respect to departures from generally accepted accounting
principles other than departures (x) which are not material, (y) which will not
cause the financial statements to fail to meet the requirements of the
Securities and Exchange Commission for financial information to be contained or
incorporated by reference in registration statements, and


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<PAGE>   84



(z) which do not cause the financial statements to fail to accurately reflect
the financial condition of Borrower) without qualification as to scope of
examination by independent public accountants of recognized national standing
and reputation selected by Borrower.

                  7.2 Certificates; Other Information. Furnish to each Lender
(or, if specified below, to Agent):

                  (a) Accountant's Certificates. Concurrently with the delivery
of the financial statements referred to in Section 7.1(b), (i) to the extent not
contrary to the then current recommendations of the American Institute of
Certified Public Accountants, a certificate from Deloitte & Touche L.L.P. or
other independent certified public accountants of nationally recognized
standing, stating that, in the course of their annual audit of the books and
records of Borrower, no Event of Default or Unmatured Event of Default has come
to their attention which was continuing at the end of such Fiscal Year or on the
date of their certificate, or if such an Event of Default or Unmatured Event of
Default has come to their attention, the certificate shall indicate the nature
of such Event of Default or Unmatured Event of Default and (ii) a letter, in
form reasonably satisfactory to Agent from such accountants with respect to
reliance on such accountant's certificate and report on the annual consolidated
financial statements referred to in this Section 7.2(a).

                  (b) Officer's Certificates. Concurrently with the delivery of
the financial statements referred to in Sections 7.1(a) and 7.1(b), a
certificate of a Responsible Officer of Borrower substantially in the form of
Exhibit 7.2(b) stating that, to the best of such officer's knowledge, (i) such
financial statements present fairly, in accordance with GAAP, the financial
condition and results of operations of Borrower and its Subsidiaries for the
period referred to therein (subject, in the case of interim statements, to
normal recurring adjustments) and (ii) no Event of Default or Unmatured Event of
Default has occurred, except as specified in such certificate and, if so
specified, the action which Borrower proposes to take with respect thereto,
which certificate shall set forth detailed computations to the extent necessary
to establish Borrower's compliance with the covenants set forth in Article IX of
this Agreement;

                  (c) Audit Reports and Statements. Promptly following
Borrower's receipt thereof, copies of all consolidated financial or other
consolidated reports or statements, if any, submitted to Borrower or any of its
Subsidiaries by independent public accountants relating to any annual or interim
audit of the books of Borrower or any of its Subsidiaries;

                  (d) Management Letters. Promptly after request by Agent or any
Lender, a copy of any "management letter" received by Borrower or any of its
Subsidiaries from its certified public accountants;

                  (e) Budgets; Projections. As soon as available and in any
event within ninety (90) days following the first day of each Fiscal Year of
Borrower, or such later time as may be agreed upon by Borrower and Agent, (i) an
annual budget in form satisfactory to Agent and the Required Lenders (including
budgeted statements of income, cash flows and balance sheets) prepared by
Borrower for each Fiscal Quarter of such Fiscal Year and (ii) projections in
form satisfactory to Agent and the Required Lenders covering the period from
such Fiscal Year through the Revolver Termination Date in each case prepared in
reasonable detail, with appropriate presentation and discussion of the principal
assumptions upon which such budgets and projections are based, which shall be
accompanied by the statement of a Responsible Officer of Borrower to the effect
that, to the best of his knowledge, such budget and projections are a reasonable
estimate for the periods respectively covered thereby;


                                       74

<PAGE>   85



                  (f) Public Filings. Within 10 days after the same become
public, copies of all financial statements, filings, registrations and reports
which Borrower may make to, or file with the SEC or any successor or analogous
Governmental Authority; and

                  (g) Other Requested Information. Such other information
respecting the respective properties, business affairs, financial condition
and/or operations of Borrower or any of its Subsidiaries as Agent or any Lender
may from time to time reasonably request.

                  7.3 Notices. Promptly and in any event within three (3)
Business Days after an officer of Borrower or of any of its Subsidiaries obtains
knowledge thereof, give written notice to Agent (which shall promptly provide a
copy of such notice to each Lender) of:

                  (a) Event of Default or Unmatured Event of Default. The
occurrence of any Event of Default or Unmatured Event of Default, accompanied by
a statement of a Responsible Officer of Borrower setting forth details of the
occurrence referred to therein and stating what action Borrower proposes to take
with respect thereto;

                  (b) Litigation and Related Matters. The commencement of, or
any material development in, any action, suit, proceeding or investigation
pending or threatened against or affecting Borrower or any of its Subsidiaries
or any of their respective properties before any arbitrator or Governmental
Authority, (i) in which the amount involved is $5,000,000 or more, (ii) with
respect to any Document or any material Indebtedness or Preferred Stock of
Borrower or any of its Subsidiaries or (iii) which, if determined adversely to
Borrower or any of its Subsidiaries, could reasonably be expected to have a
Material Adverse Effect;

                  (c) Environmental Matters. The occurrence of one or more of
the following environmental matters: (i) any pending or threatened material
Environmental Claim against Borrower or any of its Subsidiaries or any real
property at any time owned or operated by Borrower or any of its Subsidiaries;
(ii) any condition or occurrence on or arising from any real property at any
time owned or operated by Borrower or any of its Subsidiaries that (y) results
in material noncompliance by Borrower or any of its Subsidiaries with any
applicable Environmental Law, or (z) could reasonably be expected to form the
basis of a material Environmental Claim against Borrower or any of its
Subsidiaries or any such real property; (iii) any condition or occurrence on any
real property owned or operated by Borrower or any of its Subsidiaries that
could reasonably be expected to cause such real property to be subject to any
material restrictions on the ownership, occupancy, use or transferability of
such real property under any Environmental Law; and (iv) the taking of any
removal or remedial action, as those terms are defined under the Environmental
Laws, in response to the actual or alleged presence of any Hazardous Material on
any real property owned or operated by Borrower or any of its Subsidiaries as
required by an Environmental Law or any Governmental Authority. All such notices
shall describe in reasonable detail the nature of the claim, investigation,
condition, occurrence or removal or remedial action and Borrower's or such
Subsidiary's response thereto. In addition, Borrower will provide the Lenders
with copies of all material written communications with any Governmental
Authority or with any Person (provided that the disclosure of such written
communications with any Person shall not be subject to any attorney-client or
other legally recognized privilege that would otherwise be violated or the
benefit of which would be lost through the disclosure thereof, as such privilege
and violation or loss of benefit is demonstrated to the reasonable satisfaction
of Agent and its counsel) relating to the matters described in (i)-(iv) above as
may reasonably be requested by the Lenders.


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<PAGE>   86



                  (d) Notice of Change in Control. Each occasion that any Change
in Control shall occur and such notice shall set forth in reasonable detail the
particulars of each such occasion.

                  (e) Notices under Transaction Documents. Promptly following
the receipt or delivery thereof, copies of any material demands, notices or
documents received or delivered by Borrower or any Subsidiary of Borrower under
or pursuant to any Transaction Document.

                  7.4 Conduct of Business and Maintenance of Existence. Continue
to engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its and each Subsidiary's
corporate existence and take all reasonable action to maintain all rights,
privileges and franchises material to its and those of each of its Subsidiaries'
business except as otherwise permitted pursuant to Section 8.4 and comply and
cause each of its Subsidiaries to comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith would
not in the aggregate reasonably be expected to have a Material Adverse Effect.

                  7.5 Payment of Obligations. Pay or discharge or otherwise
satisfy at maturity or, to the extent permitted hereby, prior to maturity or
before they become delinquent, as the case may be, and cause each of its
Subsidiaries to pay or discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be:

                           (i) all its and their respective Indebtedness;

                           (ii) all taxes, assessments and governmental charges
or levies imposed upon any of them or upon any of their income or profits or any
of their respective properties or assets prior to the date on which penalties
attach thereto; and

                           (iii) all lawful claims prior to the time they become
a Lien (other than Permitted Liens) upon any of their respective properties or
assets;

provided, however, that neither Borrower nor any of its Subsidiaries shall be
required to pay or discharge any such Indebtedness, tax, assessment, charge,
levy or claim while the same is being contested by it in good faith and by
appropriate proceedings diligently pursued so long as Borrower or such
Subsidiary, as the case may be, shall have set aside on its books adequate
reserves in accordance with GAAP (segregated to the extent required by GAAP)
with respect thereto and title to any material properties or assets is not
jeopardized in any material respect.

                  7.6 Inspection of Property, Books and Records. Keep, or cause
to be kept, and cause each of its Subsidiaries to keep or cause to be kept,
adequate records and books of account, in which complete entries are to be made
reflecting its and their business and financial transactions, such entries to be
made in accordance with sound accounting principles consistently applied and
permit, and cause each of its Subsidiaries to permit, any Lender or its
respective representatives, at any reasonable time, and from time to time at the
reasonable request of such Lender made to Borrower and upon reasonable notice,
to visit and inspect its and their respective properties, to examine and make
copies of and take abstracts from its and their respective records and books of
account, and to discuss its and their respective affairs, finances and accounts
with its and their respective principal officers,


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<PAGE>   87



directors and, with prior notice to Borrower, independent public accountants
(and by this provision Borrower authorizes such accountants to discuss with the
Lenders and such representatives the affairs, finances and accounts of Borrower
and its Subsidiaries).

                  7.7 ERISA. (i) As soon as practicable and in any event within
ten (10) days after Borrower or any of its Subsidiaries or ERISA Affiliates
knows or has reason to know that a Reportable Event has occurred with respect to
any Plan (whether or not the requirement for notice of such Reportable Event has
been waived by the PBGC), deliver, or cause such Subsidiary or ERISA Affiliate
to deliver, to Agent a certificate of a responsible officer of Borrower or such
Subsidiary or ERISA Affiliate, as the case may be, setting forth the details of
such Reportable Event and the action, if any, which Borrower or such Subsidiary
or ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given; (ii) upon the request of any Lender made from
time to time, deliver, or cause each Subsidiary or ERISA Affiliate to deliver,
to each Lender a copy of the most recent actuarial report and annual report
completed with respect to any Plan; (iii) as soon as possible and in any event
within ten (10) days after Borrower or any of its Subsidiaries or ERISA
Affiliates knows or has reason to know that any of the following have occurred
or is reasonably likely to occur with respect to any Plan: (A) such Plan has
been or may be terminated, reorganized, petitioned or declared insolvent under
Title IV of ERISA, (B) the Plan Sponsor intends to terminate such Plan, (C) the
PBGC has instituted or will institute proceedings under Section 515 of ERISA to
collect a delinquent contribution to such Plan or under Section 4042 of ERISA to
terminate such Plan, (D) that an accumulated funding deficiency has been
incurred or that on application may be or has been made to the Secretary of the
Treasury for a waiver or modification of the minimum funding standard (including
any required installment payments) or on extension of any amortization period
under Section 412 of the Code, (E) that Borrower, or any Subsidiary of Borrower,
or any ERISA Affiliate will or may incur any liability (including, but not
limited to, contingent or secondary liability) to or on account of the
termination of or withdrawal from a Plan under Section 401(a)(29), 4971, 4975 or
4980 of the Code or Section 409 or 502(1) of ERISA, or (F) Borrower or any
Subsidiary of Borrower has or may incur any liability under any employee welfare
benefit plan (within the meaning of Section 3(1) of ERISA) that provides
benefits to retired employees (other than as required by Section 601 of ERISA)
or any employee pension benefit plans (as defined in Section 3(2) of ERISA),
deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to Agent a
written notice thereof; and (iv) as soon as possible and in any event within
thirty days after Borrower or any of its Subsidiaries or ERISA Affiliates knows
or has reason to know that any of them has caused a complete withdrawal or
partial withdrawal (within the meaning of Sections 4203 and 4205, respectively,
of ERISA) from any Multiemployer Plan, deliver, or cause such Subsidiary or
ERISA Affiliate to deliver, to Agent a written notice thereof. For purposes of
this Section 7.7, Borrower shall be deemed to have knowledge of all facts known
by the Plan Administrator of any Plan of which Borrower is the Plan sponsor, and
each Subsidiary and ERISA Affiliate of Borrower shall be deemed to have
knowledge of all facts known by the Plan administrator of any Plan of which such
Subsidiary or ERISA Affiliate, respectively, is a Plan Sponsor. In addition to
its other obligations set forth in this Article VII, Borrower shall, and shall
cause each of its Subsidiaries and ERISA Affiliates to:

                           (A) provide Agent with prompt written notice, with
                  respect to any Plan, of any failure to satisfy the minimum
                  funding standard requirements of Section 412 of the Code,

                           (B) furnish to Agent, promptly after delivery of the
                  same to the PBGC, a copy of any delinquency notice pursuant to
                  Section 412(n)(4) of the Code,


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<PAGE>   88



                           (C) correct any such failure to satisfy funding
                  requirements or delinquency referred to in the foregoing
                  clauses (A) and (B) within ninety (90) days after the
                  occurrence thereof, except where the failure to so satisfy
                  would not reasonably be expected to have a Material Adverse
                  Effect;

                           (D) comply in good faith with the requirements set
                  forth in Section 4980B of the Code and with Sections 601(a)
                  and 606 of ERISA;

                           (E) at the request of any Lender, deliver to such
                  Lender (and a copy to Agent) a complete copy of the annual
                  report (Form 5500) of each Plan required to be filed with the
                  Internal Revenue Service; and

                           (F) at the request of any Lender, deliver to such
                  Lender (and a copy to Agent) copies of the annual reports and
                  notices received by Borrower or any Subsidiary or any ERISA
                  Affiliate with respect to any Plan or foreign pension plan no
                  later than ten (10) days after the date of such request.

                  7.8 Maintenance of Property, Insurance. (i) Keep, and cause
each of its Subsidiaries to keep, all property (including, but not limited to,
equipment) useful and necessary in its business in good working order and
condition, normal wear and tear and damage by casualty excepted, and subject to
Section 8.4(b), (ii) maintain, and shall cause each of its Subsidiaries to
maintain insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons, such insurance shall
be maintained with financially sound and reputable insurers, except that a
portion of such insurance program (not to exceed that which is customary in the
case of companies engaged in the same or similar business or having similar
properties similarly situated) may be effected through self-insurance, provided
adequate reserves therefor, in accordance with GAAP, are maintained, and (iii)
furnish to each Lender, on the Closing Date and on each anniversary thereof,
full information as to the insurance carried. All insurance policies or
certificates (or certified copies thereof) with respect to such insurance (A)
shall be endorsed to the Agent's reasonable satisfaction for the benefit of the
Agent and Lenders (including, without limitation, by naming the Agent as loss
payee or additional insured, as appropriate); and (B) shall state that such
insurance policy shall not be cancelled or revised without thirty days' prior to
written notice thereof by the insurer to the Agent. At any time that insurance
at levels described in Schedule 7.8 is not being maintained by Borrower or any
of its Subsidiaries, Borrower will notify the Lenders in writing within five
Business Days thereof and, if thereafter notified by Agent or the Required
Lenders to do so, Borrower or any such Subsidiary, as the case may be, shall
obtain insurance at such levels at least equal to those set forth on Schedule
7.8. The provisions of this Section 7.8 shall be deemed to be supplemental to,
but not duplicative of, the provisions of any of the Security Documents that
require the maintenance of insurance.

                  7.9 Environmental Laws.

                  (a) Comply with, and cause its Subsidiaries to comply with,
and, in each case take reasonable steps to ensure compliance by all tenants and
subtenants, if any, with, all applicable Environmental Laws and obtain and
comply in all material respects with and maintain, and take reasonable steps to
ensure that all tenants and subtenants obtain and comply in all material
respects with and maintain, any and all licenses, approvals,


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notifications, registrations or permits required by applicable Environmental Law
except to the extent that in the case of any of the foregoing, failure to do so
would not reasonably be expected to have a Material Adverse Effect;

                  (b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders, directives and information requests of all Governmental Authorities
regarding Environmental Laws except to the extent that any of the same are being
contested in good faith by appropriate proceedings and the pendency of such
proceedings would not reasonably be expected to have a Material Adverse Effect;
and

                  (c) Defend, indemnify and hold harmless Agent and the Lenders,
and their respective employees, agents, officers and directors, from and against
any and all claims, demands, penalties, fines, liabilities, settlements,
damages, costs and expenses of whatever kind or nature known or unknown,
contingent or otherwise, arising out of, or in any way relating to the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of Borrower, any of its Subsidiaries or their respective
properties, or any orders, requirements or demands of Governmental Authorities
related thereto, including, without limitation, reasonable attorneys' and
consultants' fees, investigation and laboratory fees, costs arising from any
Remedial Action, court costs and litigation expenses, except to the extent that
any of the foregoing arise out of the gross negligence or willful misconduct of
the party seeking indemnification therefor. The agreements in this Section
7.9(c) shall survive repayment of the Notes and all other Obligations.

                  7.10 Intentionally Omitted.

                  7.11 Use of Proceeds. Use all proceeds of the Loans as
provided in Section 6.8.

                  7.12 Additional Security; Further Assurances.

                  (a) Agreement to Grant Additional Security. Promptly, and in
any event within 30 days after the acquisition by Borrower of assets or real or
personal property or leasehold interests of the type that would have constituted
Collateral on the Closing Date and investments of the type that would have
constituted Collateral on the Closing Date (the "Additional Collateral"),
Borrower will take all necessary action, including (i) the filing of appropriate
financing statements under the provisions of the UCC, applicable foreign,
domestic or local laws, rules or regulations in each of the offices where such
filing is necessary or appropriate and (ii) with respect to real estate, the
execution of a mortgage, the obtaining of Mortgage Policies, title surveys,
Landlord Consents and real estate appraisals satisfying all Requirements of Law,
to grant Agent a perfected Lien in such Collateral pursuant to and to the full
extent required by the Security Documents and this Agreement.

                  (b) Additional Subsidiary Guarantors. Borrower agrees to cause
each new Domestic Subsidiary established or created in accordance with Section
8.16 (a "New Domestic Subsidiary") to execute and deliver a guaranty of all
Obligations and all obligations under Interest Rate Agreement and Other Hedging
Agreements in form and substance satisfactory to Agent; provided, however, that
the obligation to execute and deliver such guaranty shall only apply to (i) a
New Domestic Subsidiary if the aggregate Investment by Borrower or any of its
Subsidiaries in such New Domestic Subsidiary at any time, or the fair market
value of such New Domestic Subsidiary's assets at any time (with the fair market
value of any asset being measured at the time of purchase or


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acquisition thereof or any improvement thereto), is $2,000,000 or more, and (ii)
all New Domestic Subsidiaries if the aggregate Investment by Borrower or any of
its Subsidiaries in such New Domestic Subsidiaries at any time, or the aggregate
fair market value (as determined above) of all such New Domestic Subsidiaries'
assets at any time, is $5,000,000 or more for all such New Domestic
Subsidiaries.

                  (c) Pledge of New Subsidiary Stock. Borrower agrees to pledge
(i) all of the capital stock of each new Domestic Subsidiary and (ii) 65% of all
capital stock of each new Foreign Subsidiary established or created to Agent for
the benefit of the Lenders pursuant to the Pledge Agreement.

                  (d) Grant of Security by New Subsidiaries. Borrower will cause
each new Domestic Subsidiary established or created in accordance with Section
8.16 and which is required to execute and deliver a Guaranty pursuant to Section
7.12(b) to grant to Agent a first priority Lien on all property (tangible and
intangible) of such Subsidiary upon terms similar to those set forth in the
Security Documents as appropriate, and satisfactory in form and substance to
Agent and Required Lenders. Borrower shall cause each Subsidiary, at its own
expense, to execute, acknowledge and deliver, or cause the execution,
acknowledgment and delivery of, and thereafter register, file or record in any
appropriate governmental office, any document or instrument reasonably deemed by
Agent to be necessary or desirable for the creation and perfection of the
foregoing Liens. Borrower will cause each of its newly established Subsidiaries
to take all actions requested by Agent (including, without limitation, the
filing of UCC-1's) in connection with the granting of such security interests.

                  (e) Documentation for Additional Security. The security
interests required to be granted pursuant to this Section 7.12 shall be granted
pursuant to such security documentation (which shall be substantially similar to
the Security Documents already executed and delivered by Borrower) satisfactory
in form and substance to Agent and shall constitute valid and enforceable
perfected security interests prior to the rights of all third Persons and
subject to no other Liens except Permitted Liens. The Additional Security
Documents and other instruments related thereto shall be duly recorded or filed
in such manner and in such places and at such times as are required by law to
establish, perfect, preserve and protect the Liens, in favor of Agent for the
benefit of the Lenders, required to be granted pursuant to the Additional
Security Document and, all taxes, fees and other charges payable in connection
therewith shall be paid in full by Borrower. At the time of the execution and
delivery of the Additional Security Documents, Borrower shall cause to be
delivered to Agent such agreements, opinions of counsel, title surveys, real
estate appraisals and other related documents as may be reasonably requested by
Agent to assure themselves that this Section 7.12 has been complied with.

                  7.13 End of Fiscal Years; Fiscal Quarters. Cause each of its
and its Subsidiaries' annual accounting reporting periods to end on September 30
of each year (each a "Fiscal Year", with quarterly accounting reporting periods
ending on March 31, June 30, September 30 and December 31 of each Fiscal Year
(each a "Fiscal Quarter"), except that Gaylord de Mexico's annual accounting
reporting period may end on December 31 of each year.

                  7.14 Y2K. Borrower shall take all actions necessary and commit
adequate resources to assure that its computer-based and other systems (and
those of all Subsidiaries) are able to effectively process dates, including
dates before, on and after January 1, 2000, without experiencing any Y2K Problem
that could cause a Material Adverse Effect. At the request of Agent, Borrower
will provide the Lenders with assurances and


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substantiations (including, but not limited to, the results of internal or
external audit reports prepared in the ordinary course of business) reasonably
acceptable to the Lenders as to the capability of Borrower and its Subsidiaries
to conduct its and their businesses and operations before, on and after January
1, 2000 without experiencing a Y2K Problem causing a Material Adverse Effect.


                                  ARTICLE VIII

                               NEGATIVE COVENANTS

                  Borrower hereby agrees that, so long as any of the Commitments
remain in effect or any Loan or LC Obligation remains outstanding and unpaid or
any other amount is owing to any Lender or Agent hereunder (but excluding any
unasserted indemnification obligations which by their terms expressly survive
the termination hereof):

                  8.1 Liens. Borrower will not, and will not permit any of its
Subsidiaries to (i) create, incur, assume or suffer to exist or agree to create,
incur or assume any Lien in, upon or with respect to any of its properties or
assets (including, without limitation, any securities or debt instruments of any
of its Subsidiaries) other than "Excluded Margin Stock" as defined below,
whether now owned or hereafter acquired, or assign or otherwise convey any right
to receive income to secure any obligation; (ii) take, cause or permit to be
taken or cause any action to be taken, which could create a Lien (other than a
Lien permitted under this Section), or suffer to exist any Lien (other than a
Lien permitted under this Section), on the Capital Stock of any Subsidiary of
Borrower which would require the sharing of an interest in such capital stock
with any Person; or (iii) enter into or assume any agreement containing a
negative pledge which would require a sharing of an interest in any Collateral
or the Mortgaged Property or prohibits or limits the grant of any such
interest.; except for the following Liens (herein referred to as "Permitted
Liens"):

                  (a) Liens created by the Loan Documents or permitted by the
Security Documents;

                  (b) Customary Permitted Liens;

                  (c) Liens existing on the Closing Date and listed on Schedule
8.1(c) hereto securing Indebtedness to Remain Outstanding which is listed on
Schedule 6.5(d) hereto; and

                  (d) additional Liens incurred by Borrower and its Subsidiaries
which do not secure Indebtedness for money borrowed so long as the value of the
property subject to such Liens, and the Indebtedness and other obligations
secured thereby, do not exceed $1,000,000.

                  For purposes of this Section 8.1, "Excluded Margin Stock"
means all 'margin stock' within the meaning of Regulations G, T, U or X of the
Board of Governors of the Federal Reserve System held by Borrower from time to
time which margin stock was either: (i) purchased by Borrower, provided that the
aggregate purchase price for all such purchased margin stock shall not exceed
$5,000 at any time, or represents shares of Common Stock of Borrower repurchased
by Borrower pursuant to Section 8.5(b)(iv) and held as treasury shares; or (ii)


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obtained by Borrower in connection with a financial restructuring of the issuer
thereof in exchange for accounts receivable from such issuer or any of its
Affiliates.

                  If requested by a lender of Purchase Money Indebtedness in
connection with an extension of credit to Borrower which is otherwise permitted
by this Agreement, any lien or security interest of Agent or Collateral Agent
for the benefit of the Lenders in or upon the asset(s) being acquired by
Borrower and financed by such lender of Purchase Money Indebtedness may be
expressly subordinated to the lien or security interest therein of such lender
of Purchase Money Indebtedness on terms and conditions reasonably acceptable to
Agent and such lender of Purchase Money Indebtedness, which terms may include an
agreement by Agent or Collateral Agent not to foreclose upon the asset(s) being
financed by the lender of Purchase Money Indebtedness without the prior written
consent of such lender of Purchase Money Indebtedness, and the Lenders hereby
severally authorize Agent and Collateral Agent to enter into such an agreement.

                  8.2 Indebtedness. Borrower will not, and will not permit any
of its Subsidiaries to, incur, create, assume directly or indirectly, or suffer
to exist any Indebtedness except:

                  (a) Indebtedness incurred pursuant to this Agreement and the
other Loan Documents;

                  (b) Indebtedness outstanding on the Closing Date and listed on
Schedule 6.5(d) hereto and any Indebtedness resulting from the refinancing of
any such Indebtedness; provided, however, that (i) the principal amount of any
such refinancing Indebtedness (as determined as of the date of the incurrence of
such refinancing Indebtedness in accordance with GAAP) does not exceed the
principal amount of the Indebtedness refinanced thereby on such date plus the
amount of (A) any contractually stated call and/or redemption premium, if any,
and (B) any transaction fees, in each case, paid in connection with the
refinancing of such outstanding Indebtedness, (ii) the Weighted Average Life to
Maturity of such Indebtedness is not decreased and (iii) in the case of any such
refinancing Indebtedness, (a) the covenants, defaults and similar provisions
applicable to such refinancing Indebtedness or obligations are no more
restrictive in any material respect than the provisions contained in this
Agreement and do not conflict with, or cause a breach of, any provision of this
Agreement or any other Loan Document and (B) such refinancing Indebtedness is
otherwise upon terms and subject to definitive documentation which is in form
and substance reasonably satisfactory to Agent;

                  (c) Indebtedness under Interest Rate Agreements entered into
to protect Borrower or any of its Subsidiaries against fluctuations in interest
rates in respect of the Obligations and Indebtedness under Other Hedging
Agreements providing protection against fluctuations in currency values or in
the price of commodities and raw materials in connection with Borrower's or any
of its Subsidiaries' operations so long as management of Borrower or such
Subsidiary , as the case may be, has determined that the entering into of such
Other Hedging Agreements are bona fide hedging activities;

                  (d) Indebtedness of Borrower consisting of (i) Capitalized
Lease Obligations and/or (ii) debt incurred to finance the cost (including the
cost of construction) of acquisition of property ("Purchase Money
Indebtedness"), provided the aggregate principal amount of all Indebtedness
described in clauses (i) and (ii) (exclusive of the aggregate principal amount
of the bonds listed on Schedule 6.5(d) and letters of credit issued by Agent on
behalf of Borrower) shall not exceed $75,000,000 (the "Purchase Money Basket")
in the aggregate at any


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time outstanding, and provided further that up to $15,000,000 of the Purchase
Money Basket may be incurred by GMA;

                  (e) Indebtedness of the Receivables Entity under the Accounts
Receivable Facility Documents; and

                  (f) additional Indebtedness of Subsidiaries of Borrower in an
aggregate amount not to exceed $5,000,000 at any time outstanding.

                  8.3 Guaranties. Borrower will not, and will not permit any of
its Subsidiaries to, assume, guarantee or endorse (other than for collection or
deposit in the ordinary course of business), or otherwise become directly or
contingently liable in respect of, any obligation of any other Person, except,
without duplication:

                  (a) guaranties by Borrower or any Subsidiary existing on the
Closing Date and listed on Schedule 8.3 hereto;

                  (b) guaranties by Borrower of Indebtedness constituting
Capitalized Leases or Purchase Money Indebtedness of any Subsidiary of Borrower
permitted by Section 8.2; and

                  (c) guaranties by Borrower in the ordinary course of business
of Borrower of Indebtedness not exceeding $5,000,000 million in the aggregate at
any time outstanding.

                  8.4 Consolidation, Merger, Purchase or Sale of Assets, etc.
Borrower will not, and will not permit any of their Subsidiaries to, wind up,
liquidate or dissolve any of their affairs or enter into any transaction of
merger or consolidation, or convey, sell, lease or otherwise dispose of (or
agree to do any of the foregoing at any future time without the Agent's prior
written consent) all or any part of its property or assets, or enter into any
Sale and Leaseback Transaction, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials, equipment and
intangible assets in the ordinary course of business) of any Person, except
that:

                  (a) Borrower and its Subsidiaries shall be permitted to make
Capital Expenditures the extent not in violation of Section 9.1;

                  (b) each of Borrower and its Subsidiaries may: (i) in the
ordinary course of business, sell, lease or otherwise dispose of any assets
which, in the reasonable judgment of such Person, are obsolete, worn out or
otherwise no longer used or useful in the conduct of such Person's business;
(ii) make other Asset Dispositions with respect to assets of Borrower and its
Subsidiaries for an aggregate consideration for all transactions permitted by
this clause (ii) not in excess of $5,000,000, provided that each such sale is
for at least the fair market value of such assets (as determined in good faith
by a Responsible Officer of Borrower) (provided that all or any portion of the
consideration for such sale may be in the form of the exchange of new or
replacement property for the assets so sold so long as the fair market value of
such newly acquired property and any cash received in such sale is at least
equal to the fair market value of such assets sold); and (iii) make any sale,
lease, transfer or other disposition (or series


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of related sales, leases, transfers or dispositions) having a fair market value
not in excess of $500,000 (as determined in good faith by a Responsible Officer
of Borrower);

                  (c) Investments may be made to the extent permitted by Section
8.8;

                  (d) each of Borrower and its Subsidiaries may enter into
leases (as lessee) in the ordinary course of business to the extent permitted by
Section 8.2(d) or 8.11(a));

                  (e) each of Borrower and its Subsidiaries may make sales or
transfers of inventory in the ordinary course of business and consistent with
past practices;

                  (f) Borrower and its Subsidiaries may sell or discount, in
each case without recourse and in the ordinary course of business, accounts
receivable arising in the ordinary course of business (x) which are overdue, or
(y) which Borrower may reasonably determine are difficult to collect but only in
connection with the compromise or collection thereof consistent with customary
industry practice (and not as part of any bulk sale or financing of
receivables);

                  (g) Borrower or any Subsidiary may enter into consignment
arrangements (as consignor or as consignee) or similar arrangements for the sale
of goods in the ordinary course of business and consistent with the past
practices of Borrower and its Subsidiaries prior to the Effective Date;

                  (h) Any Subsidiary of Borrower may merge or consolidate with
or into (i) Borrower so long as Borrower is the surviving Person or (ii) another
Subsidiary of Borrower so long as a Credit Party is the surviving Person;

                  (i) each of Borrower and its Subsidiaries may acquire
inventory and other assets in the ordinary course of business;

                  (j) the Designated Credit Parties may transfer and reacquire
Accounts Receivable and related assets to and from the Receivables Entity
pursuant to, and in accordance with the terms of, the Accounts Receivable
Facility Documents;

                  (k) the Receivables Entity may transfer and reacquire accounts
receivable and related assets (to the extent acquired from Designated Credit
Parties as provided in clause (j) above) pursuant to, and in accordance with the
terms of, the Accounts Receivable Facility Documents.

                  (l) Borrower and its Subsidiaries may lease or license (as
lessor or licensor, as applicable) their assets in the ordinary course of
business and consistent with past practices; and

                  (m) Any Subsidiary of Borrower that is not a Material
Subsidiary may be dissolved or liquidated.

In the event the Required Lenders waive the provisions of this Section 8.4 with
respect to the sale of any Collateral, or any Collateral is sold as permitted by
Section 8.4, such Collateral shall be sold free and clear of the Liens created


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by the Security Documents, and the Agent shall be authorized to take any actions
deemed appropriate in order to effect the foregoing.

                  8.5 Dividends or Other Distributions. Borrower will not, and
will not permit any of its Subsidiaries to, either: (i) declare or pay any
dividend or make any distribution on or in respect of its Capital Stock
("Dividend") or to the direct or indirect holders of its Capital Stock (except
dividends or distributions payable solely in such Capital Stock or in options,
warrants or other rights to purchase such Capital Stock and except dividends or
distributions payable to Borrower or a Wholly-Owned Subsidiary of Borrower); or
(ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock
of Borrower (any such dividend, distribution, purchase, redemption, repurchase,
defeasance, other acquisition, retirement or Investment being hereinafter
referred to as a "Restricted Payment"); provided, however, that, during such
time as no Event of Default or Unmatured Event of Default has occurred and is
continuing or would result therefrom:

                  (a) any Subsidiary may pay dividends to Borrower, Borrower may
distribute shares of its Common Stock to holders of the same or another class of
its Common Stock as a stock dividend or in connection with a stock split, and
Borrower may issue shares of its Common Stock in redemption of or exchange for
Warrants; and

                  (b) Borrower may (i) repurchase shares of its Common Stock
and/or Warrants, provided that the aggregate amount of all such repurchases
shall not exceed $250,000 in the aggregate, (ii) repurchase fractional shares of
its Common Stock and/or fractional Warrants in connection with any exercise or
redemption of or exchange for Warrants, provided that the aggregate amount
expended for all such repurchases shall not exceed $100,000, (iii) redeem
Warrants and/or shares of Common Stock in return for shares of capital stock of
Borrower having priority to Common Stock, provided that all terms and conditions
of the issuance of such shares having priority shall have first been approved by
Agent, and (iv) issue, as a dividend, rights to acquire shares of its Common
Stock to holders of Borrower's Common Stock and may purchase or redeem from the
holders thereof such rights, pursuant to the Rights Agreement, provided that the
aggregate amount expended for all such repurchases or redemptions shall not
exceed $1,000,000.

                  8.6 Limitation on Certain Restrictions on Subsidiaries.
Borrower will not, and will not permit any of its Subsidiaries to create or
otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of Borrower or any Subsidiary of
Borrower to (i) pay dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other obligation owed to Borrower or any of its
other Subsidiaries, (ii) make any loans or advances to Borrower or any of its
other Subsidiaries, or (iii) transfer any of its property or assets to Borrower
or any of its other Subsidiaries, except:

                  (a) any encumbrance or restriction pursuant to an agreement in
effect at or entered into on the Closing Date and reflected on Schedule 8.6(a)
hereto;

                  (b) any encumbrance or restriction with respect to a
Subsidiary of Borrower pursuant to an agreement relating to any Indebtedness
issued by such Subsidiary on or prior to the date on which such Subsidiary
became a Subsidiary of Borrower or was acquired by Borrower (other than
Indebtedness issued as consideration in, or to provide all or any portion of the
funds utilized to consummate, the transaction or series of related


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<PAGE>   96



transactions pursuant to which such Subsidiary became a Subsidiary or was
acquired by Borrower) and outstanding on such date;

                  (c) any such encumbrance or restriction consisting of
customary non-assignment provisions in leases or licenses governing leasehold
interests or licenses, as applicable, to the extent such provisions restrict the
transfer of the lease or license, as applicable; and

                  (d) in the case of clause (iii) above, Permitted Liens or
other restrictions contained in security agreements securing Indebtedness
permitted hereby to the extent such restrictions restrict the transfer of the
property subject to such security agreements.

                  8.7 Issuance of Stock. Except for shares of Common Stock
and/or additional Warrants issued pursuant to the Warrants, Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly:

                  (a) issue or distribute any shares of Borrower's capital stock
to any Person, except as permitted by Section 8.5, and except for issuances of
Common Stock or of preferred stock which will not permit mandatory redemption
while any Indebtedness remains outstanding under any of the Notes and as to
which no required dividends shall be payable while any Obligations remain
outstanding; or

                  (b) issue, sell or otherwise dispose of any shares of any
Subsidiary's capital stock to any Person except to Borrower, other than sales
which comply with the other provisions hereof (including, without limitation,
the provisions of Section 8.9).

                  8.8 Loans and Investments. Borrower will not, and will not
permit any of its Subsidiaries to make any loans or make or own any Investments
except that Borrower and it Subsidiaries may:

                  (a) acquire and hold Cash and Cash Equivalents;

                  (b) hold the Investments existing on the Closing Date and
identified on Schedule 8.8, without giving effect to any additions thereto;

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

                  (d) enter into Interest Rate Agreements and Other Hedging
Agreements as permitted under Section 8.2;

                  (e) make deposits made in the ordinary course of business
consistent with past practices to secure the performance of leases;

                  (f) incur guarantees permitted by Section 8.3;



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                  (g) make loans outstanding at any one time to officers,
directors and employees of Borrower and its Subsidiaries not to exceed
$1,000,000 in the aggregate;

                  (h) make additional Investments in or to Subsidiaries of
Borrower (or such other Person as permitted in clause (ii) below), so long as
the amount of any such Investment (at the time of the making thereof) does not
exceed an amount equal to the sum of (A) $25,000,000 less the aggregate amount
of such $25,000,000 previously used to make Investments pursuant to this clause
(h) to the extent the same are still outstanding (determined without regard to
any write-downs or write-offs thereof and net of cash repayments of principal in
the case of loans and cash equity returns (whether as a dividend or redemption)
in the case of equity investments); provided however, that (i) the aggregate
amount of such Investments made pursuant to this clause (h) as determined above
in the form of Cash and Cash Equivalents shall at no time exceed $15,000,000,
(ii) up to $10,000,000 of such Investments made pursuant to this clause (h) as
determined above may be made in any Person that is not a Subsidiary of Borrower
at any time, and (iii) no Event of Default or Unmatured Event of Default exists
at the time of the making of any such additional Investment; and

                  (i) make additional Investments in S&G Packaging Company,
L.L.C., a Delaware limited liability company ("S&G Packaging"), so long as the
amount of any such Investment (at the time of the making thereof) does not
exceed an amount equal to the sum of (A) $25,000,000 less the aggregate amount
of such $25,000,000 previously used to make Investments in S&G Packaging
pursuant to this Section 8.8(i) to the extent the same are then still
outstanding (determined without regard to any write-downs or write-offs thereof
and net of cash repayments of principal in the case of loans and cash equity
returns (whether as a dividend or redemption) in the case of equity
investments), and provided further, that no Event of Default or Unmatured Event
of Default exists at the time of the making of any such additional Investment.

                  8.9 Transactions with Affiliates. Except for shares of Common
Stock and/or additional Warrants issued pursuant to the exercise of Warrants,
and except for redemptions of and/or exchanges permitted by Section 5.2(e),
neither the Borrower nor any of its Subsidiaries will enter into any material
transaction with any Affiliate unless:

                           (i) the Borrower's board of directors has determined,
                  in its reasonable good faith judgment, that such transaction
                  is in the best interests of the Borrower or such Subsidiary
                  based on full disclosure of all relevant facts and
                  circumstances;

                           (ii) such transaction is upon terms no less favorable
                  to the Borrower or such Subsidiary than could be obtained in a
                  comparable arm's-length transaction with a person not an
                  Affiliate, or is otherwise permitted by Section 8.8; and

                           (iii) such transaction is reasonably necessary or
                  desirable for the Borrower or such Subsidiary in the conduct
                  of its business (including financings, acquisitions or
                  divestitures).

Notwithstanding the requirements of clause (i) above, transactions with any
Affiliate that constitute transactions in the ordinary course of business of
such Affiliate and Borrower or such Subsidiary need not be approved by, or
disclosed to, Borrower's board of directors in advance so long as they are
periodically reported to the board of


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directors on at least a quarterly basis and meet the requirements of clauses
(ii) and (iii) above. In addition, transactions between Borrower or any of its
Subsidiaries and the Gaylord Foundation shall not be deemed in violation of this
Section.

                  8.10 Sale-Leasebacks. Borrower will not, and will not permit
any Subsidiary to lease any property as lessee in connection with a Sale and
Leaseback Transaction entered into after the Closing Date.

                  8.11 Leases; Take or Pay Contracts. (a) Borrower will not
permit the aggregate payments (including, without limitation, any property taxes
paid as additional rent or lease payments) made by Borrower and its Subsidiaries
on a consolidated basis under any agreement to rent or lease any real or
personal property (or any extension or renewal thereof) (excluding Capitalized
Lease Obligations) to exceed $20,000,000 in any Fiscal Year of Borrower; and

                  (b) Borrower will not, and will not permit any Subsidiary to,
enter into or suffer to exist any so-called "take or pay" contractual obligation
(except for those set forth on Schedule 8.11(b) hereto and such additional "take
or pay" obligations which do not, in the aggregate, provide for annual payments
in excess of $2,500,000).

                  8.12 Lines of Business. Borrower will not, and will not permit
any Subsidiary to engage in any business or business activity except in the same
or substantially similar lines of business (including incidental activities) as
are conducted by them as of the Closing Date; provided, however, that GMA may
engage in the business of owning and operating an aircraft, GCC may engage in
the business of the production and sale of industrial and medical chemicals and
GRC may engage in the business of purchasing accounts receivable from the
Borrower and its Subsidiaries.

                  8.13 Fiscal Year. Borrower will not (and will not permit any
of its Subsidiaries to) Change the Fiscal Year of Borrower or its Subsidiaries.

                  8.14 Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; etc. Borrower will not, and will not permit any of its
Subsidiaries to:

                  (a) make any voluntary prepayment of, or redeem, repurchase or
defease any Indebtedness except (i) prepayments of the Obligations, (ii)
mandatory prepayments required pursuant to the instrument evidencing such
Indebtedness or pursuant to which any such Indebtedness was issued, (iv) the
purchase and retirement of industrial development and pollution control bonds
listed on Schedule 6.5(d) hereto in an aggregate amount not to exceed
$1,000,000, and (v) refinancings of Indebtedness permitted by Section 8.2;

                  (b) amend, modify or change in any way adverse to the
interests of the Lenders, its Certificate or Incorporation (including, without
limitation, by filing or modification of any certificate of designation) or
ByLaws, or any agreement entered into by it, with respect to its Capital Stock
(including any shareholders' agreement), or enter into any new agreement with
respect to its Capital Stock which in any way could be adverse to the interests
of the Lenders; or



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                  (c) amend, modify or grant any waiver with respect to (i) any
indenture, note or any other instrument evidencing such Indebtedness or pursuant
to which such Indebtedness was issued, or (ii) the Accounts Receivable Facility
Documents except in any case for changes thereto which do not adversely affect
the interests of the Lenders, and except as may otherwise be consented to by the
Required Lenders, or appoint any Person as paying agent under any of the Public
Debt Indentures (other than the trustee thereunder) unless Borrower shall have
given Agent 30 days' prior written notice of such appointment and the
replacement paying agent is reasonably acceptable to Agent;

provided, however, Borrower may amend the Public Debt Indentures to comply with
the requirements of the Securities and Exchange Commission in qualifying the
Public Debt Indentures under the Trust Indenture Act of 1939, as amended, or to
cure any ambiguity, defect or inconsistency contained therein, provided that
such action will not be adverse to Borrower or the Lenders; and provided further
that any determination made by Agent pursuant to this Section 8.14 and set forth
in a writing delivered to Borrower that any amendment to the Public Debt
Indentures is not adverse to Borrower and the Lenders shall be binding upon the
Lenders.

                  8.15 Accounting Changes. Borrower will not make or permit to
be made any change in accounting policies affecting the presentation of
financial statements or reporting practices from those employed by it on the
Closing Date, unless (i) such change is required by GAAP, (ii) such change is
disclosed to the Lenders through Agent or otherwise and (iii) relevant prior
financial statements that are affected by such change are restated (in form and
detail satisfactory to Agent) as may be required by GAAP to show comparative
results. If any changes in GAAP or the application thereof from that used in the
preparation of the financial statements referred to in Section 6.5(a) hereof
occur after the Closing Date and such changes result in, in the sole judgment of
Agent, a meaningful change in the calculation of any financial covenants or
restrictions set forth in this Agreement, then the parties hereto agree to enter
into and diligently pursue negotiations in order to amend such financial
covenants and restrictions so as to equitably reflect such changes, with the
desired result that the criteria for evaluating the financial condition and
results of operations of Borrower and its Subsidiaries shall be the same after
such changes as if such changes had not been made.

                  8.16 Limitation on Creation of Subsidiaries. Borrower shall
not, and shall not permit any of its Subsidiaries to, establish, create or
acquire any Subsidiary, except that Borrower may establish or create
Subsidiaries and transfer assets to such newly established or created
Subsidiaries so long as (i) the creation or establishment of any such new
Subsidiary is in compliance with Section 8.8(h) (with the transfer of any assets
constituting an Investment under Section 8.8(h)) and (ii) such Subsidiary
promptly executes the Additional Security Documents and guaranty required to be
executed by it in accordance with Section 7.12.

                  8.17 Powers of Attorney. Except pursuant to this Agreement,
Borrower shall not, and shall not permit its Subsidiaries to, issue any power of
attorney or other contract or agreement giving any Person power or control over
the day-to-day operations of its business except as expressly contemplated by
the Security Agreement, the Pledge Agreement and/or the Mortgages.

                  8.18 GMA. In the case of GMA, own or lease any asset other
than that certain aircraft owned by GMA on the Closing Date or any similar
replacement thereof and immaterial assets associated with such aircraft or
replacement aircraft.


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<PAGE>   100



                  8.19 Certain Matters Relating to the Public Debt Indentures
and Public Notes.

                  (a) Change in Control. Take any action (or permit any Person
within the Borrower's control to take any action) which would result in a
"Change in Control" under any of the Public Debt Indentures.

                  (b) Asset Sales. Take any action which would require Borrower
to make a "Net Proceeds Offer" under any of the Public Debt Indentures.

                                   ARTICLE IX

                               FINANCIAL COVENANTS

                  Borrower hereby agrees that, so long as the Commitments remain
in effect or any Loan or LC Obligation remaining outstanding and unpaid or any
other amount is owing to any Lender or Agent hereunder (but excluding any
unasserted indemnification obligations which by their terms expressly survive
the termination hereof), Borrower shall not, directly or indirectly:

                  9.1 Capital Expenditures. (a) Borrower will not, and will not
permit any of its Subsidiaries to, make or otherwise incur any Capital
Expenditures in excess of $50,000,000 in any fiscal year of Borrower and its
Subsidiaries; provided, however, that such amount in respect of any fiscal year
may be increased (but not decreased) by an amount equal to the cumulative
positive amount of the Borrower's Portion of Excess of Cash Flow. In addition,
the amount of Capital Expenditures in any fiscal year may be further increased
by an amount equal to the excess of (i) $50,000,000 over (ii) the amount of
Capital Expenditures actually made in the immediately preceding fiscal year,
provided that amounts so available under this sentence in any fiscal year or
years that are not so expended shall be available for any subsequent fiscal year
and the amount of Capital Expenditures made in any fiscal year shall first be
applied against the $50,000,000 amount permitted for such fiscal year and
thereafter applied to the amount available from prior years. The parties agree
that, for purposes of the preceding sentence, Borrower shall be deemed on the
Closing Date to have $65,000,000 in unused Capital Expenditures from prior
fiscal years available for use on and after the Closing Date. Notwithstanding
the foregoing, in no event shall the aggregate amount of Capital Expenditures
made by Borrower and its Subsidiaries during any fiscal year pursuant to this
Section 9.1(a) exceed $75,000,000.

                  (b) Notwithstanding the foregoing, Borrower and its
Subsidiaries may make Capital Expenditures (which Capital Expenditures will not
be included in any determination under the foregoing clause (a)) with the
insurance or condemnation proceeds received by Borrower or any of its
Subsidiaries from any Recovery Event so long as such Capital Expenditures are to
replace or restore any properties or assets in respect to which such proceeds
were paid within 365 days (or committed to be paid within such 365 days so long
as such replacement or restoration is made within 180 days after the end of such
365 day period) following the date of the receipt of such insurance proceeds to
the extent such insurance proceeds are not required to be applied to repay Term
Loans pursuant to Section 4.4(g).

                  9.2 Minimum Consolidated EBITDA. Permit the Consolidated
EBITDA of Borrower and its Subsidiaries (a) to be less than (i) $14,000,000 for
the one fiscal quarter ending September 30, 1998, (ii)


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$26,000,000 for the two fiscal quarter period ending December 31, 1998 and (iii)
$50,000,000 for the three fiscal quarter period ending March 31, 1999, and (b)
for the applicable Test Period ending on a date set forth below to be less than
the amount set for the opposite such date:

                  Date                               Minimum Consolidated EBITDA
                  ----                               ---------------------------

         June 30, 1999                                        $85,000,000
         September 30, 1999                                   $108,000,000
         December 31, 1999                                    $131,000,000
         March 31, 2000 and
         each fiscal quarter thereafter                       $150,000,000

                  9.3 Interest Coverage Ratio. Permit the Interest Coverage
Ratio (a) to be less than (i) 0.60 to 1.00 for the one fiscal quarter ending
September 30, 1998, (ii) 0.65 to 1.00 for the two fiscal quarter period ending
December 31, 1998 and (iii) .80 to 1.00 for the three fiscal quarter period
ending March 31, 1999, and (b) for the applicable Test Period ending on a date
set forth below to be less than the ratio set forth opposite such date:

             Date                                                 Ratio
             ----                                                 -----

         June 30, 1999                                        1.00 to 1.00
         September 30, 1999                                   1.25 to 1.00
         December 31, 1999                                    1.50 to 1.00
         March 31, 2000                                       1.85 to 1.00
         June 30, 2000                                        2.25 to 1.00
         September 30, 2000 and
         each fiscal quarter thereafter                       2.50 to 1.00




                                    ARTICLE X

                                EVENTS OF DEFAULT

                  10.1 Events of Default. Any of the following events, acts,
occurrences or state of facts shall constitute an "Event of Default" for
purposes of this Agreement:

                  (a) Failure to Make Payments When Due. Borrower (i) shall
default in the payment of principal on any of the Loans or any reimbursement
obligation with respect to any Letter of Credit; or (ii) shall default in the
payment of interest on any of the Loans or default in the payment of any fee or
any other amount owing hereunder or under any other Loan Document when due and
such default in payment shall continue for three (3) Business Days; or



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                  (b) Representations and Warranties. Any representation or
warranty made by or on the part of Borrower or any Credit Party, as the case may
be, contained in any Loan Document or any document, instrument or certificate
delivered pursuant hereto or thereto shall have been incorrect or misleading in
any material respect when made or deemed made, or

                  (c) Covenants. Borrower shall (i) default in the performance
or observance of any term, covenant, condition or agreement on its part to be
performed or observed under Article VIII or Article IX hereof or under Sections
7.3, 7.6, 7.8, 7.9 or 7.12 and such default shall remain unremedied for a period
of five (5) Business Days or (ii) default in the due performance or observance
by it of any other term, covenant or agreement contained in this Agreement and
such default shall continue unremedied for a period of fifteen (15) Business
Days after written notice to Borrower by Agent or any Lender;

                  (d) Default Under Other Loan Documents. Any Credit Party shall
default in the performance or observance of any term, covenant, condition or
agreement on its part to be performed or observed hereunder or under any Loan
Document (and not constituting an Event of Default under any other clause of
this Section 10.1) and such default shall continue unremedied for a period of
fifteen (15) Business Days after written or telephonic (immediately confirmed in
writing) notice thereof has been given to Borrower by Agent of any Lender; or

                  (e) Voluntary Insolvency, Etc. Borrower or any of its Material
Subsidiaries shall become insolvent or generally fail to pay, or admit in
writing its inability to pay, its debts as they become due, or shall voluntarily
commence any proceeding or file any petition under any bankruptcy, insolvency or
similar law or seeking dissolution or reorganization or the appointment of a
receiver, trustee, custodian or liquidator for it or a substantial portion of
its property, assets or business or to effect a plan or other arrangement with
its creditors, or shall file any answer admitting the jurisdiction of the court
and the material allegations of an involuntary petition filed against it in any
bankruptcy, insolvency or similar proceeding, or shall be adjudicated bankrupt,
or shall make a general assignment for the benefit of creditors, or shall
consent to, or acquiesce in the appointment of, a receiver, trustee, custodian
or liquidator for a substantial portion of its property, assets or business,
shall call a meeting of its creditors with a view to arranging a composition or
adjustment of its debts or shall take any corporate action authorizing any of
the foregoing; or

                  (f) Involuntary Insolvency, Etc. Involuntary proceedings or an
involuntary petition shall be commenced or filed against Borrower or any of its
Material Subsidiaries under any bankruptcy, insolvency or similar law or seeking
the dissolution or reorganization of it or the appointment of a receiver,
trustee, custodian or liquidator for it or of a substantial part of its
property, assets or business, or any writ, judgment, warrant of attachment,
execution or similar process shall be issued or levied against a substantial
part of its property, assets or business, and such proceedings or petition shall
not be dismissed, or such writ, judgment, warrant of attachment, execution or
similar process shall not be released, vacated or fully bonded, within sixty
(60) days after commencement, filing or levy, as the case may be, or any order
for relief shall be entered in any such proceeding; or

                  (g) Default Under Other Agreements. (i) Borrower or any of its
Subsidiaries shall default in the payment when due, whether at stated maturity
or otherwise, of any Indebtedness (other than Indebtedness owed to the Lenders
under the Loan Documents) in excess of $5,000,000 in the aggregate beyond the
period of grace (not


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to exceed thirty (30) days), if any, provided in the instrument or agreement
under which such Indebtedness was created, or (ii) a default in the performance
or observance of any agreement or condition to any such Indebtedness or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice of
acceleration or similar notice is required), any such Indebtedness to become due
or be repaid prior to its stated maturity or (iii) any such Indebtedness of
Borrower or any of its Subsidiaries shall be declared to be due and payable, or
required to be prepaid other than by a regularly scheduled required prepayment,
prior to the stated maturity thereof;

                  (h) Judgments. One or more judgments or decrees shall be
entered against Borrower or any of its Subsidiaries involving, individually or
in the aggregate, a liability (to the extent not paid or covered by a reputable
insurance company which has accepted liability in writing) of $5,000,000 or more
and all such judgments or decrees shall not have been vacated, discharged,
satisfied, stayed or bonded pending appeal within thirty (30) days from the
entry thereof; or

                  (i) Security Documents. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect in accordance with the terms thereof or shall cease to give Agent for
the benefit of the Lenders the Liens, rights, powers and privileges purported to
be created thereby (including, without limitation, a first priority perfected
security interest in, and Lien on, all of the Collateral for which Agent or
Collateral Agent has taken necessary actions to perfect its security interest),
in favor of Agent, superior to and prior to the rights of all third Persons and
subject to no other Liens (except to the extent expressly permitted herein or
therein); or any Credit Party shall default in the due performance or observance
of any term, covenant or agreement on its part to be performed or observed
pursuant to any of the Security Documents and such default shall continue beyond
any grace period specifically applicable thereto pursuant to the terms of such
Security Document; or

                  (j) ERISA. Either (i) any Reportable Event which the Required
Lenders determine constitutes reasonable grounds for the termination of any Plan
by the PBGC or of any Multiemployer Plan or for the appointment by the
appropriate United States District Court of a trustee to administer or liquidate
any Plan or Multiemployer Plan shall have occurred, (ii) a trustee shall be
appointed by a United States District Court to administer any Plan or
Multiemployer Plan, or (iii) the PBGC or shall institute proceedings to
terminate any Plan or Multiemployer Plan or to appoint a trustee to administer
any Plan; or (iv) Borrower or any of its Subsidiaries or any of their ERISA
Affiliates shall become liable to the PBGC or any other party under Section
4062, 4063 or 4064 of ERISA with respect to any Plan; or (v) Borrower or any of
its Subsidiaries or any of their ERISA Affiliates shall become liable to make a
current payment with respect to any Multiemployer Plan under Section 4201 et
seq. of ERISA; if as of the date thereof or any subsequent date, the sum of each
of Borrower's and its Subsidiaries and their ERISA Affiliates' various
liabilities (such liabilities to include, without limitation, any liability to
the PBGC or to any other party under Section 4062, 4063 or 4064 of ERISA with
respect to any Plan, or to any Multiemployer Plan under Section 4201 et seq. of
ERISA, and to be calculated after giving effect to the tax consequences thereof)
as a result of such events listed in subclauses (i) through (v) above exceeds
$5,000,000; or

                  (k) Change in Control. A Change of Control shall occur; or


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                  (l) Ownership of Subsidiaries. All of the issued and
outstanding shares of capital stock of each Subsidiary of Borrower (other than
Gaylord de Mexico and other than such qualifying shares as are required to be
owned by directors or by foreign nationals), and all of the issued and
outstanding shares of Gaylord de Mexico owned by Borrower on the Closing Date,
shall not at all times be owned directly and beneficially by Borrower free and
clear of any Lien other than Liens in favor of Agent and statutory nonconsensual
Permitted Liens arising other than as a result of a voluntary act of Borrower.

                  If any of the foregoing Events of Default shall have occurred
and be continuing, Agent, at the written direction of the Required Lenders
shall, take one or more of the following actions: (i) by written or oral or
telephonic notice (in the case of oral or telephonic notice confirmed in writing
immediately thereafter) to Borrower declare the Total Commitments to be
terminated whereupon the Total Commitments shall forthwith terminate, (ii) by
written or oral or telephonic notice (in the case of oral or telephonic notice
confirmed in writing immediately thereafter) to Borrower declare all sums then
owing by Borrower hereunder and under the Loan Documents to be forthwith due and
payable, whereupon all such sums shall become and be immediately due and payable
without presentment, demand, protest or notice of any kind, all of which are
hereby expressly waived by Borrower, or (iii) terminate any Letter of Credit in
accordance with its terms, (iv) direct Borrower to pay (and Borrower agrees that
upon receipt of such notice, or upon the occurrence of any Event of Default
specified in Section 10.1(e) or Section 10.1(f) with respect to Borrower it will
pay) to Agent at the Payment Office such additional amount of cash, to be held
as security by Agent, as is equal to the aggregate Stated Amount of all Letters
of Credit issued for the account of Borrower and its subsidiaries and then
outstanding, and (v) enforce, as Agent, all of the Liens and security interests
created pursuant to the Security Documents. In cases of any occurrence of any
Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans,
together with accrued interest thereon, shall become due and payable forthwith
without the requirement of any such acceleration or request, and without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower, any provision of this Agreement or any other Loan
Document to the contrary notwithstanding, and other amounts payable by Borrower
hereunder shall also become immediately due and payable all without notice of
any kind.

                  Anything in this Section 10.1 to the contrary notwithstanding,
Agent shall, at the request of the Required Lenders, rescind and annul any
acceleration of the Loans by written instrument filed with Borrower; provided
that at the time such acceleration is so rescinded and annulled: (A) all past
due interest and principal, if any, on the Loans and all other sums payable
under this Agreement and the other Loan Documents shall have been duly paid, and
(B) no other Event of Default shall have occurred and be continuing which shall
not have been waived in accordance with the provision of Section 12.1 hereof.

                  10.2 Rights Not Exclusive. The rights provided for in this
Agreement and the other Loan Documents are cumulative and are not exclusive of
any other rights, powers, privileges or remedies provided by law or in equity,
or under any other instrument, document or agreement now existing or hereafter
arising.




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                                   ARTICLE XI

                                    THE AGENT

                  In this Article XI, the Lenders agree among themselves as
follows:

                  11.1 Appointment. The Lenders hereby appoint BT as Agent (for
purposes of this Article XI, the term "Agent" shall include BT in its capacity
as Collateral Agent pursuant to the Security Documents) to act as herein
specified herein and in the other Loan Documents. Each Lender hereby irrevocably
authorizes and each holder of any Note by the acceptance of such Note shall be
deemed to irrevocably authorize Agent to take such action on its behalf under
the provisions hereof, the other Loan Documents (including, without limitation,
to give notices and take such actions on behalf of the Required Lenders as are
consented to in writing by the Required Lenders) and any other instruments,
documents and agreements referred to herein or therein and to exercise such
powers hereunder and thereunder as are specifically delegated to Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. Agent may perform any of its duties hereunder and under the other Loan
Documents, by or through its officers, directors, agents, employees or
affiliates.

                  11.2 Nature of Duties. Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement. The duties
of Agent shall be mechanical and administrative in nature. EACH LENDER HEREBY
ACKNOWLEDGES AND AGREES THAT AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY
LENDER. Nothing in any of the Loan Documents, expressed or implied, is intended
to or shall be so construed as to impose upon Agent any obligations in respect
of any of the Loan Documents except as expressly set forth herein or therein.
Each Lender shall make its own independent investigation of the financial
condition and affairs of Borrower in connection with the making and the
continuance of the Loans hereunder and shall make its own appraisal of the
credit worthiness of Borrower, and Agent shall have no duty or responsibility,
either initially or on a continuing basis, to provide any Lender with any credit
or other information with respect thereto, whether coming into its possession
before making of the Loans or at any time or times thereafter. Agent will
promptly notify each Lender at any time that the Required Lenders have
instructed it to act or refrain from acting pursuant to Article X.

                  11.3 Exculpation, Rights Etc. Neither Agent nor any of its
officers, directors, agents employees or affiliates shall be liable for any
action taken or omitted by them hereunder or under any of the other Loan
Documents, or in connection herewith or therewith, unless caused by its or their
gross negligence or willful misconduct. Agent shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or for
the execution, effectiveness, genuineness, validity, enforceability,
collectibility, or sufficiency of any of the Loan Documents or any other
document or the financial condition of Borrower. Agent shall not be required to
make any inquiry concerning either the performance or observance of any of the
terms, provisions or conditions of this Agreement or any of the Loan Documents
or any other Document or the financial condition of Borrower, or the existence
or possible existence of any Unmatured Event of Default or Event of Default
unless requested to do so by the Required Lenders. Agent may at any time request
instructions from the Lenders with respect to any actions or approvals
(including the failure to act or approve) which by the terms of any of the Loan
Documents, Agent is permitted or required to take or to grant, and if such
instructions are requested, Agent shall be absolutely


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entitled to refrain from taking any action or to withhold any approval and shall
not be under any liability whatsoever to any Person for refraining from any
action or withholding any approval under any of the Loan Documents until it
shall have received such instructions from the Required Lenders. Without
limiting the foregoing, no Lender shall have any right of action whatsoever
against Agent as a result of Agent acting, approving or refraining from acting
or approving under any of the Loan Documents in accordance with the instructions
of the Required Lenders or, to the extent required by Section 12.1, all of the
Lenders.

                  11.4 Reliance. Agent shall be entitled to rely, and shall be
fully protected in relying, upon any notice, writing, resolution notice,
statement, certificate, order or other document or any telephone, telex,
teletype or telecopier message believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person, and, with respect to all
matters pertaining herein or to any of the other Loan Documents and its duties
hereunder or thereunder, upon advice of counsel selected by Agent.

                  11.5 Indemnification. To the extent Agent is not reimbursed
and indemnified by Borrower, the Lenders will reimburse and indemnify Agent for
and against any and all liabilities, obligations, losses, damages, claims,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against Agent in any way relating to or arising out of this Agreement or any of
the other Loan Documents or any action taken or omitted by Agent under this
Agreement or any of the other Loan Documents, in proportion to each Lender's
Aggregate Pro Rata Share of the outstanding Loans and Commitments hereunder;
provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, claims, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from Agent's gross
negligence or willful misconduct. The obligations of the Lenders under this
Section 11.5 shall survive the payment in full of the Notes and the termination
of this Agreement.

         For purposes hereof, "Aggregate Pro Rata Share" means, when used with
reference to any Lender and any described aggregate or total amount, an amount
equal to the result obtained by multiplying such desired aggregate or total
amount by a fraction the numerator of which shall be the aggregate principal
amount of such Lenders Revolving Loan and Term Loan and the denominator of which
shall be aggregate of all of the Loans outstanding hereunder.

                  11.6 Agent In Its Individual Capacity. With respect to its
Loans and Commitments (and its Revolver Pro Rata Share, Term Pro Rata Share or
Pro Rata Share, as applicable, thereof), Agent shall have and may exercise the
same rights and powers hereunder and is subject to the same obligations and
liabilities as and to the extent set forth herein for any other Lender or holder
of Obligations. The terms "Lenders", "holder of Obligations" or "Required
Lenders" or any similar terms shall, unless the context clearly otherwise
indicates, include Agent in its individual capacity as a Lender, one of the
Required Lenders or a holder of Obligations. Agent may accept deposits from,
lend money to, and generally engage in any kind of banking, trust or other
business with Borrower or any Subsidiary or affiliate of Borrower as if it were
not acting as Agent hereunder or under any other Loan Document, including,
without limitation, the acceptance of fees or other consideration for services
without having to account for the same to any of the Lenders.

                  11.7 Notice of Default. Agent shall not be deemed to have
knowledge or notice of the occurrence of any Event of Default or Unmatured Event
of Default hereunder unless Agent has received written notice from


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a Lender or Borrower referring to this Agreement describing such Event of
Default or Unmatured Event of Default and stating that such notice is a "notice
of default". In the event that Agent receives such a notice, Agent shall give
prompt notice thereof to the Lenders.

                  11.8 Holders of Obligations. Agent may deem and treat the
payee of any Obligation as reflected on the books and records of Agent as the
owner thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been filed with Agent pursuant to
Section 12.8(c). Any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is the holder
of any Obligation shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Obligation or of any Obligation or Obligations
granted in exchange therefor.

                  11.9 Resignation by Agent.

                  (a) Agent may resign from the performance of all its functions
and duties hereunder at any time by giving fifteen (15) Business Days' prior
written notice to Borrower and the Lenders. Such resignation shall take effect
upon the acceptance by a successor Agent of appointment pursuant to clauses (b)
and (c) below or as otherwise provided below.

                  (b) Upon any such notice of resignation, the Required Lenders
shall appoint a successor Agent who shall be satisfactory to Borrower and shall
be an incorporated bank or trust company.

                  (c) If a successor Agent shall not have been so appointed
within said fifteen (15) Business Day period, Agent, with the consent of
Borrower, shall then appoint a successor Agent who shall serve as Agent until
such time, if any, as the Required Lenders, with the consent of Borrower,
appoint a successor Agent as provided above.

                  (d) If no successor Agent has been appointed pursuant to
clause (b) or (c) by the twentieth (20th) Business Day after the date such
notice of resignation was given by Agent, Agent's resignation shall become
effective and the Required Lenders shall thereafter perform all the duties of
Agent hereunder until such time, if any, as the Required Lenders, with the
consent of Borrower, appoint a successor Agent as provided above.


                                   ARTICLE XII

                                  MISCELLANEOUS

                  12.1 No Waiver; Modifications in Writing. (a) No failure or
delay on the part of Agent or any Lender in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to Agent or any Lender at law or in equity or
otherwise. Neither this Agreement nor any terms hereof may be amended, modified,
supplemented, waived, discharged, terminated or otherwise changed unless such
amendment, modification, supplement, waiver, discharge, termination or other
change is in


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writing signed by the respective Credit Parties party thereto and the Required
Lenders, provided that no such amendment, modification, supplement, waiver,
discharge, termination or other change shall, without the consent of each Lender
(other than a Defaulting Lender) (with Obligations directly affected thereby in
the case of the following clause (i)), (i) extend the final scheduled maturity
of any Loan or Note (it being understood that amending the definitions of
Scheduled Term Repayments (other than the Term Loan Maturity Date) or amending
the mandatory prepayment provisions or financial covenants shall not constitute
an extension of the final scheduled maturity of any Loan or Note) or extend the
stated maturity of any Letter of Credit beyond the Revolver Termination Date, or
reduce the rate or extend the time of payment of interest or fees thereon, or
reduce the principal amount thereof, (ii) release all or substantially all of
the Collateral (except as expressly provided in this Agreement or in the
Security Document as in effect on the Closing Date) under all the Security
Documents, (iii) amend, modify or waive any provision of this Section 12.1, (iv)
reduce the percentage specified in the definition of Required Lenders (it being
understood that, with the consent of the Required Lenders, additional extensions
of credit pursuant to this Agreement (including, without limitation, any new or
additional Facility) may be included in the determination of the Required
Lenders on substantially the same basis as the extensions of Term Loans and
Revolving Commitments are included in such determination on the date hereof) or
(v) consent to the assignment or transfer by Borrower of any of its rights and
obligations under this Agreement; provided, further, that no such amendment,
modification, supplement, waiver, discharge, termination or other change shall
(1) increase the Commitments of any Lender over the amount thereof then in
effect without the consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Events of Default or Unmatured
Events of Default shall not constitute an increase of the Commitment of any
Lender, and that an increase in the available portion of any Commitment of any
Lender shall not constitute an increase in the Commitment of such Lender), (2)
without the consent of Facing Agent, amend, modify or waive any provision of
Section 2.9 or alter its rights or obligations with respect to Letters of
Credit, (3) without the consent of Agent, amend, modify or waive any provision
of Article XI as same applies to Agent or any other provisions as same relates
to the rights or obligations of Agent, (4) without the consent of Agent or the
Collateral Agent, amend, modify or waive any provisions relating to the rights
or obligations of Agent or the Collateral Agent under the other Loan Documents,
(5) without the consent of the Majority Lenders of each Facility which is being
allocated a lesser prepayment, repayment or commitment reduction, alter the
required application of any prepayments or repayments (or commitment reduction),
as between the various Facilities pursuant to clause (i) of the first sentence
of Section 4.5(a) and the second and third sentence of Section 4.5(a) (although
the Required Lenders may waive in whole or in part, any such prepayment,
repayment or commitment reduction so long as the application, as amongst the
various Facilities, of any such prepayment, repayment or commitment reduction
which is still required to be made is not altered), (6) without the consent of
the Majority Lenders of each Facility amend the definition of Majority Lenders,
(7) without the consent of the Majority Lenders of the Term Facility, amend the
definition of Term Pro Rata Share, and without the consent of the Majority
Lenders of the Revolving Facility amend the definition of Revolver Pro Rata
Share, or (8) without the consent of the Majority Lenders of the Term Facility,
amend the definition of Scheduled Term Repayments.

                  (b) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clauses (a)(i) through (v), inclusive, of the first proviso to
the third sentence of Section 12.1(a), the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then Borrower shall have the right, so long as all
non-consenting Lenders whose individual consent is required are treated as
described in either clauses (A) or (B) below, to either (A) replace each such
non-consenting Lender or Lenders (or, at the option of the Borrower if the


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respective Lender's consent is required with respect to less than all Loans, to
replace only the respective Loans of the respective non-consenting Lender which
gave rise to the need to obtain such Lender's individual consent) with one or
more Replacement Lenders pursuant to Section 3.7 so long as at the time of such
replacement, each such Replacement Lender consents to the proposed amendment,
modification, supplement. waiver, discharge, termination or other change or (B)
terminate such non-consenting Lender's Revolving Commitment and repay all
outstanding Loans of such Lender which gave rise to the need to obtain such
Lender's consent, in accordance with Section 4.l(b) and/or 4.3; provided that,
unless the Revolving Commitment terminated and Loans repaid pursuant to the
preceding clause (B) are immediately replaced in full at such time through the
addition of new Lenders or the increase of the Commitments and/or outstanding
Loans of existing Lenders (who in each case must specifically consent thereto),
then in the case of any action pursuant to preceding clause (B) the Required
Lenders (determined before giving effect to the proposed action) shall
specifically consent thereto, provided, further, that in any event Borrower
shall not have the right to replace a Lender, terminate its Revolving Commitment
or repay its Loans solely as a result of the exercise of such Lender's rights
(and the withholding of any required consent by such Lender) contemplated by the
first proviso to this Section 12.1(b).

                  12.2 Further Assurances. Borrower agrees to do such further
acts and things and to execute and deliver to Agent such additional assignments,
agreements, powers and instruments, as Agent may reasonably require or deem
advisable to carry into effect the purposes of this Agreement or any of the Loan
Documents or to better assure and confirm unto Agent its rights, powers and
remedies hereunder.

                  12.3 Notices, Etc. Except where telephonic instructions or
notices are authorized herein to be given, all notices, demands, instructions
and other communications required or permitted to be given to or made upon any
party hereto or any other Person shall be in writing and shall be personally
delivered or sent by registered or certified mail, postage prepaid, return
receipt requested, or by a reputable overnight or courier delivery service, or
by prepaid telex or telecopier, and shall be deemed to be given for purposes of
this Agreement on the third day after deposit in registered or certified mail,
postage prepaid, and otherwise on the date that such writing is delivered or
sent to the intended recipient thereof, or in the case of notice delivered by
telecopy, upon completion of transmission with a copy of such notice also being
delivered under any of the methods provided above, all in accordance with the
provisions of this Section 12.3. Unless otherwise specified in a notice sent or
delivered in accordance with the foregoing provisions of this Section 12.3,
notices, demands, instructions and other communications in writing shall be
given to or made upon the respective parties hereto at their respective
addresses (or to their respective telex, TWX or telecopier numbers) indicated on
its signature page to this Agreement or, in the case of any Assignee, on its
signature page to its Assignment and Assumption Agreement and, in the case of
telephonic instructions or notices, by calling the telephone number or numbers
indicated for such party on its signature page to this Agreement or such
Assignment Agreement, as the case may be.

                  12.4 Costs, Expenses and Taxes; Indemnification.

                  (a) Generally. Borrower agrees to pay promptly upon request by
Agent (or any Lender, in connection with any enforcement as provided below) all
reasonable out-of-pocket costs and expenses in connection with the negotiation,
preparation, printing, typing, reproduction, execution and delivery of this
Agreement and the other Loan Documents and the documents and instruments
referred to herein and therein and any amendment, waiver, consent relating
hereto or thereto or other modifications of (or supplements to) any of the
foregoing and any


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and all other documents and instruments furnished pursuant hereto or thereto or
in connection herewith or therewith, including without limitation, the
reasonable fees and out-of-pocket expenses of Winston & Strawn, special counsel
to Agent, and any local counsel retained by Agent relative thereto, other
Attorney Costs, independent public accountants and other outside experts
retained by Agent in connection with the administration of this Agreement and
the other Loan Documents, and all search fees, appraisal fees and expenses,
title insurance policy fees, costs and expenses and filing and recording fees,
and all costs and expenses (including, without limitation, Attorney Costs), if
any, of Agent and each Lender in connection with the enforcement of this
Agreement, any of the Loan Documents or any other agreement furnished pursuant
hereto or thereto or in connection herewith or therewith. In addition, Borrower
shall pay any and all present and future stamp, transfer, excise and other
similar taxes payable or determined to be payable in connection with the
execution and delivery of this Agreement, any Loan Document, or the making of
any Loan (but excluding any tax determined by reference to the net income or
profits of Agent or any Lender imposed by the jurisdiction in which Agent's or
such Lender's principal office or applicable lending office is located), and
each agrees to save and hold Agent and each Lender harmless from and against any
and all liabilities with respect to or resulting from any delay by Borrower in
paying, or omission by Borrower to pay, such taxes. Any portion of the foregoing
fees, costs and expenses which remains unpaid more than thirty (30) days
following Agent's or any Lender's statement and request for payment thereof
shall bear interest from the date of such statement and request to the date of
payment at the Default Rate.

                  (b) Indemnification. Borrower will indemnify and hold harmless
Agent and each Lender and each director, officer, employee and Affiliate of
Agent and each Lender (each such Person an "Indemnified Person" and
collectively, the "Indemnified Persons") from and against all losses, claims,
damages, obligations (including removal or remedial actions), expenses or
liabilities (not including Taxes as to which Borrower is not required to make
any payment of additional amounts pursuant to Section 4.7 hereof) to which such
Indemnified Person may become subject, insofar as such losses, claims, damages,
penalties, obligations (including removal or remedial actions), expenses or
liabilities (or actions, suits or proceedings including any inquiry or
investigation or claims in respect thereof (whether or not Agent or any Lender
is a party thereto)) arise out of, in any way relate to, or result from the
transactions contemplated by this Agreement or any of the other Loan Documents
and to reimburse each Indemnified Person upon their demand, for any Attorney
Costs or other expenses incurred in connection with investigating, preparing to
defend or defending any such loss, claim, damage, liability, action or expense;
provided, however, (a) that no Indemnified Person shall have the right to be so
indemnified hereunder for any loss, claim, damage, penalties, obligations,
expense or liability to the extent it arises or results from the gross
negligence or willful misconduct or bad faith of such Indemnified Person as
determined by a court of competent jurisdiction and (b) that nothing contained
herein shall affect the express contractual obligations of the Lenders to
Borrower contained herein. If any action, suit or proceeding arising from any of
the foregoing is brought against Agent, any Lender or any other Person
indemnified or intended to be indemnified pursuant to this Section 12.4,
Borrower will, if requested by Agent, any Lender or any such indemnified Person,
resist and defend such action, suit or proceeding or cause the same to be
resisted and defended by counsel reasonably satisfactory to the Person or
Persons indemnified or intended to be indemnified. Each Indemnified Person
shall, unless Agent, a Lender or other Indemnified Person has made the request
described in the preceding sentence and such request has been complied with,
have the right to employ its own counsel (or (but not as well as) staff counsel)
to investigate and control the defense of any matter covered by such indemnity
and the reasonable fees and expenses of such counsel shall be at the expense of
the indemnifying party. Excluding any liability arising out of the gross
negligence or willful misconduct of any Indemnified Person, Borrower further
agrees to indemnify and hold each Indemnified Person


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harmless from all loss, cost (including Attorney Costs), liability and damage
whatsoever incurred by any Indemnified Person by reason of any violation of any
Environmental Laws or Environmental Permits or for the Release or Threatened
Release of any Hazardous Materials into the environment for which Borrower or
any of its Subsidiaries has any liability or which occurs upon the Mortgaged
Property or which is related to any property currently or formerly owned, leased
or operated by or on behalf of Borrower or any of its Subsidiaries, or by reason
of the imposition of any Environmental Lien or which occurs by a breach of any
of the representations, warranties or covenants relating to environmental
matters contained herein, including, without limitation, by reason of any
matters disclosed in Schedule 6.19, provided that, with respect to any
liabilities arising from acts or failure to act for which Borrower or any of its
Subsidiaries is strictly liable under any Environmental Law or Environmental
Permit, Borrower's obligation to each Indemnified Person under this indemnity
shall likewise be without regard to fault on the part of Borrower or any such
Subsidiary. If Borrower shall fail to do any act or thing which it has
covenanted to do hereunder or any representation or warranty on the part of
Borrower or any Subsidiary contained herein or in any other Loan Document shall
be breached, Agent may (but shall not be obligated to) do the same or cause it
to be done or remedy any such breach, and may expend its funds for such purpose,
and will use its best efforts to give prompt written notice to Borrower that it
proposes to take such action. Any and all amounts so expended by Agent shall be
repaid to it by Borrower promptly upon Agent's demand therefor, with interest at
the Default Rate in effect from time to time during the period including the
date so expended by Agent to the date of repayment. To the extent that the
undertaking to indemnify, pay or hold harmless Agent or any Lender as set forth
in this Section 12.4 may be unenforceable because it is violative of any law or
public policy, Borrower shall make the maximum contribution to the payment and
satisfaction of each of the indemnified liabilities which is permissible under
applicable law. The obligations of Borrower under this Section 12.4 shall
survive the termination of this Agreement and the discharge of Borrower's other
Obligations hereunder.

                  (c) Foreign Exchange Indemnity. If any sum due from Borrower
under this Agreement or any order or judgment given or made in relation hereto
has to be converted from the currency (the "first currency") in which the same
is payable hereunder or under such order or judgment into another currency (the
"second currency") for the purpose of (i) making or filing a claim or proof
against Borrower with any Governmental Authority or in any court or tribunal, or
(ii) enforcing any order or judgment given or made in relation hereto, Borrower
shall indemnify and hold harmless each of the Persons to whom such sum is due
from and against any loss actually suffered as a result of any discrepancy
between (a) the rate of exchange used to convert the amount in question from the
first currency into the second currency, and (b) the rate or rates of exchange
at which such Person, acting in good faith in a commercially reasonable manner,
purchased the first currency with the second currency after receipt of a sum
paid to it in the second currency in satisfaction, in whole or in part, of any
such order, judgment, claim or proof. The foregoing indemnity shall constitute a
separate obligation of Borrower distinct from its other obligations hereunder
and shall survive the giving or making of any judgment or order in relation to
all or any of such other obligations.

                  12.5 Confirmations. Each of Borrower and each holder of any
portion of the Obligations agrees from time to time, upon written request
received by it from the other, to confirm to the other in writing (with a copy
of each such confirmation to Agent) the aggregate unpaid principal amount of the
Loan or Loans then outstanding.



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                  12.6 Adjustment; Setoff.

                  (a) If any Lender (a "Benefitted Lender") shall at any time
receive any payment of all or part of its Loans, or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
setoff, pursuant to events or proceedings of the nature referred to in Section
10.1(e) or Section 10.1(f) hereof, or otherwise) in a greater proportion than
any such payment to and collateral received by any other Lender in respect of
such other Lender's Loans or interest thereon, such Benefitted Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Loans, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
Benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each Lender; provided, however, that if all or any portion
of such excess payment or benefits is thereafter recovered from such Benefitted
Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest. Borrower agrees
that each Lender so purchasing a portion of another Lender's Loans may exercise
all rights of payment (including, without limitation, rights of setoff) with
respect to such portion as fully as if such Lender were the direct holder of
such portion.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to
Borrower, any such notice being expressly waived by Borrower, upon the
occurrence and during the continuance of an Event of Default, to set off and
apply against any Obligations, whether matured or unmatured, of Borrower to such
Lender, any amount owing from such Lender to Borrower, at or at any time after,
the happening of any of the above-mentioned events, and the aforesaid right of
setoff may be exercised by such Lender against Borrower or against any trustee
in bankruptcy, debtor in possession, assignee for the benefit of creditors,
receivers, or execution, judgment or attachment creditor of Borrower, or against
anyone else claiming through or against, Borrower or such trustee in bankruptcy,
debtor in possession, assignee for the benefit of creditors, receivers, or
execution, judgment or attachment creditor, notwithstanding the fact that such
right of setoff shall not have been exercised by such Lender prior to the
making, filing or issuance, or service upon such Lender of, or of notice of, any
such petition, assignment for the benefit of creditors, appointment or
application for the appointment of a receiver, or issuance of execution,
subpoena, order or warrant. Each Lender agrees promptly to notify Borrower and
Agent after any such setoff and application made by such Lender, provided that
the failure to give such notice shall not affect the validity of such setoff and
application.

                  (c) Borrower expressly agrees that to the extent Borrower
makes a payment or payments and such payment or payments, or any part thereof,
are subsequently invalidated, declared to be fraudulent or preferential, set
aside or are required to be repaid to a trustee, receiver, or any other party
under any bankruptcy act, state or federal law, common law or equitable cause,
then to the extent of such payment or repayment, the Indebtedness to the Lenders
or part thereof intended to be satisfied shall be revived and continued in full
force and effect as if said payment or payments had not been made.

                  12.7 Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.



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                  12.8 Binding Effect; Assignment; Addition and Substitution of
Lenders.

                  (a) This Agreement shall be binding upon, and inure to the
benefit of, Borrower, Agent, the Lenders, all future holders of the Notes and
their respective successors and assigns; provided, however, that Borrower may
not assign its rights or obligations hereunder or in connection herewith or any
interest herein (voluntarily, by operation of law or otherwise) without the
prior written consent of Agent and all of the Lenders.

                  (b) Each Lender may at any time sell to one or more banks or
other entities ("Participants") participating interests in all or any portion of
its rights and obligations under the Loan Documents (including all or any
portion of its Commitment and Loans and related outstanding Obligations) (in
respect of any Lender, its "Credit Exposure"). In the event of any such sale by
a Lender of participating interests to a Participant, such Lender's obligations
under this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, and Borrower and Agent shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Borrower agrees that if amounts
outstanding under this Agreement or any of the Loan Documents are due or unpaid,
or shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement and the Loan Documents to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement or any other Loan Document, provided, however, that such right of
setoff shall be subject to the obligation of such Participant to share with the
Lenders, and the Lenders agree to share with such Participant, as provided in
Section 12.6. Borrower also agrees that each Participant shall be entitled to
the benefits of Section 3.6 and 4.7 with respect to its participation in the
Loans outstanding from time to time, provided that such Participant's benefits
under Sections 3.6 and 4.7 shall be limited to the benefits that the primary
Lender would be entitled to thereunder. Each Lender agrees that any agreement
between such Lender and any such Participant in respect of such participating
interest shall not restrict such Lender's right to approve or agree to any
amendment, restatement, supplement or other modification to, waiver of, or
consent under, this Agreement or any of the Loan Documents except to the extent
that any of the forgoing would (i) extend the final scheduled maturity of any
Loan or Note in which such participant is participating (it being understood
that amending the definitions of Scheduled Term Repayments (other than the Term
Loan Maturity Date) or amending the other mandatory prepayment provisions or
financial covenants shall not constitute an extension of the final scheduled
maturity of any Loan or Note) or extend the stated maturity of any Letter of
Credit in which such participant is participating beyond the Revolver
Termination Date, or reduce the rate or extend the time of payment of interest
or fees on any such Loan, Note or Letter of Credit (except in connection with a
waiver of applicability of any post-default increase in interest rates) or
reduce the principal amount thereof, or increase the amount of the participant's
participation over the amount thereof then in effect (it being understood that
waivers or modifications of conditions precedent, covenants, Events of Default
or Unmatured Events of Default or of a mandatory reduction in Commitments shall
not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any
participant if the participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by Borrower of any of its
rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Loan Documents) supporting the Loans and/or Letters
of Credit hereunder in which such participant is participating.



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                  (c) Any Lender may at any time assign to one or more Eligible
Assignees (treating any fund that invests in bank loans and any other fund that
invests in bank loans and is managed by the same investment advisor of such fund
or by an Affiliate of such investment advisor as a single Eligible Assignee),
including an Affiliate thereof (each an "Assignee"), all or any part of its
Credit Exposure pursuant to an Assignment and Assumption Agreement, provided
that (i) it assigns its Credit Exposure in an amount not less than $5,000,000
(or if less the entire amount of Lender's Credit Exposure) and (ii) any
assignment of all or any portion of any Lender's Credit Exposure to an Assignee
other than another Lender shall require the prior written consent of Agent and,
provided no Unmatured Event of Default or Event of Default then exists and is
continuing, Borrower (the consent of Borrower or Agent not to be unreasonably
withheld or delayed), and provided further, that notwithstanding the foregoing
limitations, any Lender may at any time assign all or any part of its Credit
Exposure to (x) any Affiliate of such Lender, (y) in the case of any Lender that
is a fund that invests in bank loans, any other fund that invests in bank loans
and is managed by the same investment advisor of such Lender or by an Affiliate
of such investment advisor or (z) any other Lender. Upon execution of an
Assignment and Assumption Agreement and the payment of a nonrefundable
assignment fee of $3,500 in immediately available funds to Agent at its Payment
Office in connection with each such assignment, written notice thereof by such
transferor Lender to Agent and the recording by Agent of such assignment and the
resulting effect upon the Loans and Revolving Commitment of the assigning Lender
and the Assignee, the Assignee shall have, to the extent of such assignment, the
same rights and benefits as it would have if it were a Lender hereunder and the
holder of the Obligations (provided that Borrower and Agent shall be entitled to
continue to deal solely and directly with the assignor Lender in connection with
the interests so assigned to the Assignee until written notice of such
assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to Borrower and
Agent by the assignor Lender and the Assignee) and, if the Assignee has
expressly assumed, for the benefit of Borrower, some or all of the transferor
Lender's obligations hereunder, such transferor Lender shall be relieved of its
obligations hereunder to the extent of such assignment and assumption, and
except as described above, no further consent or action by Borrower, the Lenders
or Agent shall be required. At the time of each assignment pursuant to this
Section 12.8(c) to a Person which is not already a Lender hereunder and which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) United States Federal income tax purposes, the respective Assignee
shall provide to Borrower and Agent the appropriate IRS Forms (and, if
applicable a Section 4.7(d)(ii) Certificate) described in Section 4.7(d). Each
Assignee shall take such Credit Exposure subject to the provisions of this
Agreement and to any request made, waiver or consent given or other action taken
hereunder, prior to the receipt by Agent and Borrower of written notice of such
transfer, by each previous holder of such Credit Exposure. Such Assignment and
Assumption Agreement shall be deemed to amend this Agreement and Schedule 1.1(a)
hereto, to the extent, and only to the extent, necessary to reflect the addition
of such Assignee as a Lender and the resulting adjustment of all or a portion of
the rights and obligations of such transferor Lender under this Agreement, the
Maximum Commitment, the determination of its Pro Rata Share, Term Pro Rata Share
or Revolver Pro Rata Share, as applicable (rounded to twelve decimal places),
the Loans, any outstanding Letters of Credit and any new Notes to be issued, at
Borrower's expense, to such Assignee, and no further consent or action by
Borrower or the Lenders shall be required to effect such amendments.

                  (d) Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning
Borrower and any Subsidiary of Borrower which has been delivered to such Lender
by Borrower pursuant to this Agreement or which has been delivered to such
Lender by Borrower in connection with such


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<PAGE>   115



Lender's credit evaluation of Borrower prior to entering into this Agreement;
provided that such Transferee or prospective Transferee agrees to treat any such
information which is not public as strictly confidential.

                  (e) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time pledge or assign all or any portion of its
rights under this Agreement and the other Loan Documents (including, without
limitation, the Notes held by it) to any Federal Reserve Bank in accordance with
Regulation A of the Federal Reserve Board without notice to, or the consent of,
Agent or Borrower, and any Lender that is a fund that invests in bank loans may,
without notice to, or the consent of, Agent or Borrower, pledge all or any
portion of its rights under this Agreement and the other Loan Documents
(including, without limitation, the Notes held by it) to any trustee for, or any
other representative of, holders of obligations owed, or securities issued, by
such fund, as security for such obligations or securities; provided that any
foreclosure or similar action by such trustee shall be subject to the provisions
of this Section concerning assignments. No such pledge or assignment shall
release the transferor Lender from its obligations hereunder.

                  12.9 CONSENT TO JURISDICTION; MUTUAL WAIVER OR JURY TRIAL.

                           (A) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH CREDIT PARTY HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH CREDIT PARTY
HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION SYSTEM WITH
OFFICES ON THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK 10019 AS ITS
DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS
BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS,
SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO
BE AVAILABLE TO ACT AS SUCH, EACH CREDIT PARTY AGREES TO DESIGNATE A NEW
DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES
OF THIS PROVISION SATISFACTORY TO AGENT UNDER THIS AGREEMENT. EACH CREDIT PARTY
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH CREDIT PARTY,
AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME
EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF AGENT UNDER THIS AGREEMENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH CREDIT PARTY IN ANY OTHER
JURISDICTION.



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                           (B) EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF
THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE
(A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM
IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                           (C) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR
JURISDICTION, INCLUDING WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (A)
ABOVE, IN RESPECT TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  12.10 GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                  12.11 Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

                  12.12 Intentionally Omitted.

                  12.13 Registry. Borrower hereby designates Agent to serve as
Borrower's agent, solely for purposes of this Section 12.13 to maintain a
register (the "Register") on which it will record the Commitment from time to
time of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation shall not
affect Borrower's obligations in respect of such Loans. With respect to any
Lender, the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Loan made pursuant to such Commitment shall
not be effective until such transfer is recorded on the Register maintained by
Agent with respect to ownership of such Commitment and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitments
and Loans shall remain owing to the transferor. The registration of assignment
or transfer of all or part of any Commitment and Loans shall be recorded by
Agent on the Register only upon the acceptance by Agent of a properly executed
and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c).
Coincident with the delivery of such an Assignment and Assumption Agreement to
Agent for acceptance and registration of assignment or transfer of all or part
of a Loan, or as soon thereafter as practicable, the assigning or transferor
Lender shall surrender the Note evidencing such Loan, and thereupon one or more
new Notes in the same aggregate principal amount then owing to such assignor or
transferor Lender shall be issued to the assigning or transferor Lender and/or
the new Lender. Borrower agrees to indemnify Agent from and against any and all
losses, claims, damages and liabilities of


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whatsoever nature which may be imposed on, asserted against or incurred by Agent
in performing its duties under this Section 12.13.

                  12.14 Headings. The Table of Contents and Article and Section
headings used in this Agreement are for convenience of reference only and shall
not affect the construction of this Agreement.

                  12.15 Termination of Agreement. This Agreement shall terminate
when the Commitment of each Lender has terminated and all outstanding
Obligations and Loans have been paid in full and all Letters of Credit have
expired or been terminated; provided, however, that the rights and remedies of
Agent and each Lender with respect to any representation and warranty made by
Borrower pursuant to this Agreement or any other Loan Document, and the
indemnification provisions contained in this Agreement and any other Loan
Document, shall be continuing and shall survive any termination of this
Agreement or any other Loan Document.

                  12.16 Confidentiality. Each of the Lenders severally agrees to
keep confidential all non-public information pertaining to Borrower and its
Subsidiaries which is provided to it by any such parties in accordance with such
Lender's customary procedures for handling confidential information of this
nature and in a prudent fashion, and shall not disclose such information to any
Person except (i) to the extent such information is public when received by such
Lender or becomes public thereafter due to the act or omission of any party
other than a Lender, (ii) to the extent such information is independently
obtained from a source other than Borrower or its Subsidiaries and such
information from such source is not, to such Lender's knowledge, subject to an
obligation of confidentiality or, if such information is subject to an
obligation of confidentiality, that disclosure of such information is permitted,
(iii) to an Affiliate of such Lender, counsel, auditors, examiners of any
regulatory authority having jurisdiction over such Lender, accountants and other
consultants retained by Agent or any Lender, (iv) in connection with any
litigation regarding this Agreement or any Loan Document or the enforcement of
the rights of any Lender or Agent under this Agreement or any other Loan
Document, (v) to the extent required by any applicable statute, rule or
regulation or court order (including , without limitation, by way of subpoena)
or pursuant to the request of any Governmental Authority having jurisdiction
over any Lender or Agent; provided, however, that in such event, if the
Lender(s) are able to do so, the Lender shall provide Borrower with prompt
notice of such requested disclosure so that Borrower may seek a protective order
or other appropriate remedy, and, in any event, the Lenders will endeavor in
good faith to provide only that portion of such information which, in the
reasonable judgment of the Lender(s), is relevant and legally required to be
provided, or (vi) to the extent disclosure to other entities is appropriate in
connection with any proposed or actual assignment or grant of a participation by
any of the Lenders of interests in this Agreement and/or any of the other Loan
Documents to such other financial institutions (who will in turn be required to
maintain confidentiality as if they were Lenders parties to this Agreement). In
no event shall Agent or any Lender be obligated or required to return any such
information or other materials furnished by Borrower.

                  12.17 Concerning the Collateral and the Loan Documents.

                  (a) Authority. Each Lender authorizes and directs BT to act as
collateral agent and to enter into the Loan Documents relating to the Collateral
for the benefit of the Lenders and the other secured parties. Each Lender agrees
that any action taken by the Agent, the Collateral Agent or the Required Lenders
(or, where required by the express terms, hereof, a different proportion of the
Lenders) in accordance with the provisions hereof or of


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the other Loan Documents, and the exercise by the Agent, the Collateral Agent or
the Required Lenders (or, where so required, such different proportion) of the
powers set forth herein or therein, together with such other powers as are
reasonably incidental thereto, shall be authorized and binding upon all of the
Lenders. Without limiting the generality of the foregoing, the Agent and the
Collateral Agent shall have the sole and exclusive right and authority to (i)
act as the disbursing and collecting agent for the Lenders with respect to all
payments and collections arising in connection herewith and with the Loan
Documents relating to the Collateral; (ii) execute and deliver each Loan
Document relating to the Collateral and accept delivery of each such agreement
delivered by Borrower or any of its Subsidiaries, (iii) act as collateral agent
for the Lenders for purposes stated therein to the extent such perfection is
required under the Loan Documents, provided, however, the Agent and the
Collateral Agent hereby appoints, authorizes and directs each Lender to act as
collateral sub-agent for the Agent, the Collateral Agent and the Lenders for
purposes of the perfection of all security interests and Liens with respect to
Borrower's and its Subsidiaries' respective deposit accounts maintained with,
and cash and Cash Equivalents held by, such Lender; (iv) manage, supervise and
otherwise deal with the Collateral; (v) take such action as is necessary or
desirable to maintain the perfection and priority of the security interests and
liens created or purported to be created by the Loan Documents, and (vi) except
as may be otherwise specifically restricted by the terms hereof or of any other
Loan Document, exercise all remedies given to the Agent or the Lenders with
respect to the Collateral under the Loan Documents relating thereto, applicable
law or otherwise.

                  (b) Release of Collateral.

                  (i) The Agent and the Lenders hereby direct the Agent and the
Collateral Agent to release, in accordance with the terms hereof, any Lien held
by the Agent or the Collateral Agent, under the Security Documents:

                  (A) against all of the Collateral, upon final and indefeasible
         payment in full of the Loans and Obligations and termination of all
         Commitments and termination hereof;

                  (B) against any part of the Collateral sold or disposed of by
         Borrower or any of its Subsidiaries to the extent such sale or
         disposition is permitted hereby (or permitted pursuant to a waiver or
         consent of a transaction otherwise prohibited hereby);

                  (C) against any Collateral acquired by Borrower or any of its
         Subsidiaries after the Closing Date and at least 80% of the purchase
         price therefor is within 120 days of the acquisition thereof financed
         with Purchase Money Indebtedness secured by a Lien permitted by clause
         (ix) of the definition of Customary Permitted Liens.

                  (D) so long as no Default or Event of Default has occurred and
         is continuing, in the sole discretion of the Agent upon the request of
         the Borrower, against any part of the Collateral with a fair market
         value of less than $10,000,000 in the aggregate during the term of this
         Agreement as such fair market value may be certified to the Agent by
         Borrower in an officer's certificate acceptable in form and substance
         to the Agent; and



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                  (E) against a part of the Collateral which release does not
         require the consent of all of the Lenders as set forth in Section
         12.1(a)(ii), if such release is consented to by the Required Lenders;

provided, however, that (y) the Agent and the Collateral Agent shall not be
required to execute any such document on terms which, in its opinion, would
expose it to liability or create any obligation or entail any consequence other
than the release of such Liens without recourse or warranty, and (z) such
release shall not in any manner discharge, affect or impair the Obligations or
any Liens upon (or obligations of Borrower or any of its Subsidiaries in respect
of) all interests retained by Borrower and/or any of its Subsidiaries, including
(without limitation) the proceeds of any sale, all of which shall continue to
constitute part of the Collateral.

                  (ii) Each of the Lenders hereby directs the Agent and the
Collateral Agent to execute and deliver or file such termination and partial
release statements and such other things as are necessary to release Liens to be
released pursuant to this Section 12.17 promptly upon the effectiveness of any
such release or enter into intercreditor agreements contemplated or permitted
herein.

                  (c) No Obligation. Neither the Agent nor the Collateral Agent
shall have any obligation whatsoever to any Lender or to any other Person to
assure that the Collateral exists or is owned by Borrower or any of its
Subsidiaries or is cared for, protected or insured or has been encumbered or
that the Liens granted to the Agent and the Collateral Agent herein or pursuant
to the Loan Documents have been properly or sufficiently or lawfully created,
perfected, protected or enforced or are entitled to any particular priority, or
to exercise at all or in any particular manner or under any duty of care,
disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to the Agent or the Collateral Agent
in any of the Loan Documents, it being understood and agreed that in respect of
the Collateral, or any act, omission or event related thereto, Agent and the
Collateral Agent may act in any manner it may deem appropriate, in its sole
discretion, given the Agent's and the Collateral Agent's own interests in the
Collateral as one of the Lenders and that the Agent and the Collateral Agent
shall not have any duty or liability whatsoever to any Lender, provided, that,
notwithstanding the foregoing, the Agent and the Collateral Agent shall be
responsible for its grossly negligent actions or actions constituting
intentional misconduct.

                  12.18 Effectiveness. This Agreement shall become effective on
the date (the "Effective Date") on which Borrower, Agent and each of the Lenders
shall have signed a counterpart of this Agreement (whether the same or different
counterparts) and shall have delivered the same to the Agent at the Notice
Office (or to Agent's counsel as directed by such counsel) or, in the case of
the Lenders, shall have given to Agent or telephonic (confirmed in writing),
written, telex or facsimile notice (actually received) at such office or the
office of Agent's counsel that the same has been signed and mailed to it. Agent
will give Borrower and each Lender prompt written notice of the occurrence of
the Effective Date.

                            [signature pages follow]


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers thereunto duly
authorized, as of the date first above written.


                                   GAYLORD CONTAINER CORPORATION


                                   By:    /s/  THOMAS M. STEFFEN
                                          ------------------------- 
                                   Name:  Thomas M. Steffen     
                                   Title: Assistant Treasurer  
                                                                 
                                   Address:                      
                                   Gaylord Container Corporation 
                                   500 Lake Cook Road            
                                   Suite 400                     
                                   Deerfield, IL 60015           
                                   Attn:  Daniel P. Casey      
                                   Phone: (847) 405-5500         
                                   Fax:   (847) 405-5628       
                                   




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<PAGE>   121


                                         BANKERS TRUST COMPANY, in its     
                                         individual capacity and as Agent  
                                                                           
                                                                           
                                         By:    /s/  ROBERT R. TELESCA 
                                                --------------------------- 
                                         Name:  Robert R. Telesca         
                                         Title: Assistant Vice President 
                                                                           
                                         Address:                          
                                                                           
                                         Bankers Trust Company             
                                         One Bankers Trust Plaza           
                                         130 Liberty Street                
                                         14th Floor                        
                                         New York, NY 10006                
                                         Attn:  Anita Manglani           
                                         Phone: (212) 250-7174             
                                         Fax:   (212) 250-7351           
                                                                           
                                         With copies to                    
                                                                           
                                         Bankers Trust Company             
                                         233 South Wacker Drive            
                                         Suite 8400                        
                                         Chicago, Illinois 60606           
                                         Attention: Loretta L. Summers     
                                         Phone: (312) 993-8000             
                                         Fax:   (312) 993-8218           
                                                                           
                                         Winston & Strawn                  
                                         35 West Wacker Drive              
                                         Chicago, Illinois 60601           
                                         Attention: Brian S. Hart, Esq.    
                                         Phone: (312) 558-5600             
                                         Fax:   (312) 558-5700


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<PAGE>   122



                              THE BANK OF NEW YORK

                              By:    /s/  JOHN C. LAMBERT
                                     ---------------------------
                              Name:  John C. Lambert
                              Title: Vice President


                              Address:
                              One Wall Street
                              19th Floor
                              New York, NY 10286
                              Attention: John C. Lambert
                              Phone: (212) 635-8204
                              Fax:   (212) 635-1208


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<PAGE>   123



                                 CHRISTIANA BANK


                                 By:    /s/  CARL-PETTER SVENDSEN
                                        -------------------------------
                                 Name:  Carl-Petter Svendsen
                                 Title: First Vice President

                                 By:    /s/  WILLIAM S. PHILLIPS
                                        -------------------------------
                                 Name:  William S. Phillips
                                 Title: Vice President


                                 Address:
                                 11 West 42nd Street
                                 7th Floor
                                 New York, NY 10036
                                 Attention: Wenche Svoren
                                 Phone: (212) 82704832
                                 Fax:   (212) 827-4888


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<PAGE>   124



                                NATIONSBANK, N.A.


                                By:    /s/  MICHAEL W. COLON
                                       ------------------------------
                                Name:   Michael W. Colon
                                Title:  Vice President

                                Address:
                                767 5th Avenue
                                5th Floor
                                New York, NY 10153
                                Attention: James T. Gilland
                                Phone: (212) 407-5330
                                Fax:   (212) 751-6909


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<PAGE>   125



                                       TORONTO DOMINION [TEXAS], INC.


                                       By:    /s/  JIMMY SIMIEN
                                              -------------------------
                                       Name:  Jimmy Simien
                                       Title: Vice President


                                       Address:
                                       909 Fannin Street
                                       Suite 1700
                                       Houston, TX 77010
                                       Attention: Sheila Conley
                                       Phone: (713) 653-8250
                                       Fax:   (713) 951-9921


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<PAGE>   126



                                           SANWA BUSINESS CREDIT CORPORATION

                                           By:    /s/  PETER L. SKAVLA
                                                  -------------------------
                                           Name:  Peter L. Skavla
                                           Title: Vice President


                                           Address:
                                           500 Glenpointe Centre West
                                           Teaneck, NJ 07666-6802
                                           Attention: John J. McKenna
                                           Phone: (201) 836-4006
                                           Fax:   (201) 836-4744


                                       S-7

<PAGE>   127


                                             TRANSAMERICA BUSINESS CREDIT
                                             CORPORATION


                                             By:    /s/  PERRY VAVOULES
                                                    ------------------------
                                             Name:  Perry Vavoules
                                             Title: Senior Vice President


                                             Address:
                                             555 Theodore Fremd Avenue
                                             Suite C-301
                                             Rye, NY 10580
                                             Attention: Paul Dellova
                                             Phone: (914) 925-7219
                                             Fax:   (914) 921-0110


                                       S-8