<PAGE>

--------------------------------------------------------------------------------
EXHIBIT 10.24
                                CREDIT AGREEMENT

                           dated as of June 19, 2000

                                     among

                              STERIS CORPORATION,
                                  as Borrower,

                        VARIOUS FINANCIAL INSTITUTIONS,
                                   as Banks,

                                      and

                         KEYBANK NATIONAL ASSOCIATION,
                            as Administrative Agent,

                       LASALLE BANK NATIONAL ASSOCIATION,
                            as Documentation Agent,

                                      and

                              BANK ONE, MICHIGAN,
                             as Syndication Agent.


--------------------------------------------------------------------------------


<PAGE>

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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

ARTICLE II. AMOUNT AND TERMS OF CREDIT........................................15
SECTION 2.1.      AMOUNT AND NATURE OF CREDIT.................................15
SECTION 2.2.      CONDITIONS TO LOANS.........................................17
SECTION 2.3.      PAYMENT ON NOTES, ETC.......................................19
SECTION 2.4.      PREPAYMENT..................................................19
SECTION 2.5.      FACILITY AND OTHER FEES.....................................20
SECTION 2.6.      REDUCTION OF COMMITMENTS....................................20
SECTION 2.7.      COMPUTATION OF INTEREST AND FEES;
                  DEFAULT RATE................................................21
SECTION 2.8.      MANDATORY PAYMENT...........................................21
SECTION 2.9.      EXTENSION OF COMMITMENT.....................................21

ARTICLE III. ADDITIONAL PROVISIONS RELATING TO LIBOR LOANS;
             INCREASED CAPITAL; TAXES.........................................21
SECTION 3.1.      RESERVES OR DEPOSIT REQUIREMENTS, ETC.......................21
SECTION 3.2.      TAX LAW, ETC................................................22
SECTION 3.3.      EURODOLLAR DEPOSITS UNAVAILABLE
                  OR INTEREST RATE UNASCERTAINABLE............................23
SECTION 3.4.      INDEMNITY...................................................23
SECTION 3.5.      CHANGES IN LAW RENDERING LIBOR LOANS
                  UNLAWFUL....................................................23
SECTION 3.6.      FUNDING.....................................................24
SECTION 3.7.      CAPITAL ADEQUACY............................................24

ARTICLE IV.  CONDITIONS PRECEDENT.............................................25
SECTION 4.1.      NOTES.......................................................25
SECTION 4.2.      GUARANTIES OF PAYMENT OF DEBT...............................25
SECTION 4.3.      PLEDGE AGREEMENT............................................25
SECTION 4.4.      OFFICER'S CERTIFICATES, RESOLUTIONS,
                  ORGANIZATIONAL DOCUMENTS....................................25
SECTION 4.5.      LEGAL OPINION...............................................25
SECTION 4.6.      GOOD STANDING AND FULL FORCE AN EFFECT
                  CERTIFICATES................................................25
SECTION 4.7.      CLOSING AND LEGAL FEES; AGENT FEE LETTER;
                  CLOSING FEE LETTER..........................................25
SECTION 4.8.      LIEN SEARCHES...............................................26
SECTION 4.9.      TERMINATION OF EXISTING CREDIT AGREEMENT....................26

                                       i
<PAGE>

                                                                            PAGE
                                                                            ----

SECTION 4.10.     NO MATERIAL ADVERSE CHANGE..................................26
SECTION 4.11.     MISCELLANEOUS...............................................26



ARTICLE V. COVENANTS..........................................................26
SECTION 5.1.      INSURANCE...................................................26
SECTION 5.2.      MONEY OBLIGATIONS...........................................26
SECTION 5.3.      FINANCIAL STATEMENTS........................................27
SECTION 5.4.      FINANCIAL RECORDS...........................................28
SECTION 5.5.      FRANCHISES..................................................28
SECTION 5.6.      ERISA COMPLIANCE............................................28
SECTION 5.7.      FINANCIAL COVENANTS.........................................28
SECTION 5.8.      BORROWING...................................................29
SECTION 5.9.      LIENS.......................................................30
SECTION 5.10.     REGULATIONS U and X.........................................31
SECTION 5.11.     INVESTMENTS AND LOANS.......................................31
SECTION 5.12.     MERGER AND SALE OF ASSETS...................................32
SECTION 5.13.     ACQUISITIONS................................................33
SECTION 5.14.     STOCK REPURCHASE............................................34
SECTION 5.15.     CAPITAL EXPENDITURES........................................34
SECTION 5.16.     NOTICE......................................................34
SECTION 5.17.     ENVIRONMENTAL COMPLIANCE....................................34
SECTION 5.18.     AFFILIATE TRANSACTIONS......................................35
SECTION 5.19.     CORPORATE NAMES.............................................35
SECTION 5.20.     USE OF PROCEEDS.............................................35
SECTION 5.21      SUBSIDIARY GUARANTIES.......................................35
SECTION 5.22      PLEDGE OF STOCK OF FOREIGN SUBSIDIARIES.....................36
SECTION 5.23      AMENDMENT OF ORGANIZATIONAL DOCUMENTS.......................36

ARTICLE VI.  REPRESENTATIONS AND  WARRANTIES..................................36
SECTION 6.1.      CORPORATE EXISTENCE; FOREIGN QUALIFICATION;
                  SUBSIDIARIES................................................36
SECTION 6.2.      CORPORATE AUTHORITY.........................................36
SECTION 6.3.      COMPLIANCE WITH LAWS........................................37
SECTION 6.4.      LITIGATION AND ADMINISTRATIVE PROCEEDINGS...................37
SECTION 6.5.      TITLE TO ASSETS.............................................37
SECTION 6.6.      LIENS AND SECURITY INTERESTS................................37
SECTION 6.7.      TAX RETURNS.................................................38
SECTION 6.8.      ENVIRONMENTAL LAWS..........................................38
SECTION 6.9.      CONTINUED BUSINESS..........................................38
SECTION 6.10.     EMPLOYEE BENEFITS PLANS.....................................38

                                      ii
<PAGE>

SECTION 6.11.     CONSENTS OR APPROVALS.......................................39
SECTION 6.12.     SOLVENCY....................................................39
SECTION 6.13.     FINANCIAL STATEMENTS........................................40
SECTION 6.14.     REGULATIONS.................................................40
SECTION 6.15.     MATERIAL AGREEMENT..........................................40
SECTION 6.16.     INTELLECTUAL PROPERTY.......................................40
SECTION 6.17.     ACCURATE AND COMPLETE STATEMENTS............................40
SECTION 6.18.     YEAR 2000 COMPLIANCE........................................40

ARTICLE VII. EVENTS OF DEFAULT................................................41
SECTION 7.1.      PAYMENTS....................................................41
SECTION 7.2.      SPECIAL COVENANTS...........................................41
SECTION 7.3.      OTHER COVENANTS.............................................41
SECTION 7.4.      REPRESENTATIONS AND WARRANTIES..............................41
SECTION 7.5.      CROSS DEFAULT...............................................41
SECTION 7.6.      ERISA DEFAULT...............................................41
SECTION 7.7.      CHANGE IN CONTROL...........................................41
SECTION 7.8.      MONEY JUDGMENT..............................................41
SECTION 7.9.      VALIDITY OF LOAN DOCUMENTS..................................42
SECTION 7.10.     SOLVENCY....................................................42

ARTICLE VIII. REMEDIES UPON DEFAULT...........................................42
SECTION 8.1.      OPTIONAL DEFAULTS...........................................42
SECTION 8.2.      AUTOMATIC DEFAULTS..........................................43
SECTION 8.3.      OFFSETS.....................................................43
SECTION 8.4.      EQUALIZATION PROVISION......................................43

ARTICLE IX.   THE AGENT.......................................................44
SECTION 9.1.      APPOINTMENT AND AUTHORIZATION...............................44
SECTION 9.2.      NOTE HOLDERS................................................44
SECTION 9.3.      CONSULTATION WITH COUNSEL...................................44
SECTION 9.4.      DOCUMENTS...................................................44
SECTION 9.5.      AGENT AND AFFILIATES........................................44
SECTION 9.6.      KNOWLEDGE OF DEFAULT........................................44
SECTION 9.7.      ACTION BY AGENT.............................................44
SECTION 9.8.      NOTICES, DEFAULT, ETC.......................................45
SECTION 9.9.      INDEMNIFICATION OF AGENT....................................45
SECTION 9.10.     SUCCESSOR AGENT.............................................45

ARTICLE X.    MISCELLANEOUS...................................................46
SECTION 10.1.     BANKS' INDEPENDENT INVESTIGATION............................46
SECTION 10.2.     NO WAIVER; CUMULATIVE REMEDIES..............................46

                                      iii
<PAGE>

                                                                            Page
                                                                            ----
SECTION 10.3.     AMENDMENTS, CONSENTS........................................46
SECTION 10.4.     NOTICES.....................................................47
SECTION 10.5.     COSTS, EXPENSES AND TAXES...................................47
SECTION 10.6.     INDEMNIFICATION.............................................47
SECTION 10.7.     OBLIGATIONS SEVERAL;
                  NO FIDUCIARY OBLIGATIONS....................................48
SECTION 10.8.     EXECUTION IN COUNTERPARTS...................................48
SECTION 10.9.     BINDING EFFECT; BORROWER'S ASSIGNMENT.......................48
SECTION 10.10.    BANK ASSIGNMENTS/PARTICIPATIONS.............................48
SECTION 10.11.    DESIGNATION.................................................51
SECTION 10.12.    SEVERABILITY OF PROVISIONS; CAPTIONS........................52
SECTION 10.13.    INVESTMENT PURPOSE..........................................52
SECTION 10.14.    ENTIRE AGREEMENT............................................52
SECTION 10.15.    GOVERNING LAW; SUBMISSION TO JURISDICTION...................52
SECTION 10.16.    LEGAL REPRESENTATION OF PARTIES.............................52
SECTION 10.17.    JURY TRIAL WAIVER...........................................53

SCHEDULE 1        BANKS AND COMMITMENTS.......................................55
SCHEDULE 2        GUARANTORS OF PAYMENT.......................................56

EXHIBIT A         REVOLVING CREDIT NOTE.......................................57
EXHIBIT B         SWING LINE NOTE.............................................59
EXHIBIT C         COMPLIANCE CERTIFICATE......................................61
EXHIBIT D         NOTICE OF LOAN..............................................62
EXHIBIT E         REQUEST FOR EXTENSION.......................................64
EXHIBIT F         FORM OF ASSIGNMENT AND ACCEPTANCE
                  AGREEMENT...................................................65
<PAGE>

     This CREDIT AGREEMENT (as the same may from time to time be amended,
restated or otherwise modified, this "Agreement") is dated as of the 19/th/ day
of June, 2000, among STERIS CORPORATION, an Ohio corporation, 5960 Heisley Road,
Mentor, Ohio 44060 ("Borrower"), the banking institutions named on Schedule 1
                                                                   ----------
hereto (collectively,"Banks" and, individually, "Bank"), KEYBANK NATIONAL
ASSOCIATION, 127 Public Square, Cleveland, Ohio 44114-1306, as administrative
agent for the Banks under this Agreement ("Agent"), BANK ONE, MICHIGAN, 600
Superior Avenue, 4th Floor, Cleveland, Ohio 44114, as syndication agent under
this Agreement ("Syndication Agent"), and LASALLE BANK NATIONAL ASSOCIATION, 135
South LaSalle Street, Chicago, Illinois 60603, as documentation agent
("Documentation Agent"). As used in this Agreement, the term "Agent" shall not
include Syndication Agent or Documentation Agent.


                                  WITNESSETH:

     WHEREAS, Borrower and the Banks desire to contract for the establishment of
credits in the aggregate principal amounts hereinafter set forth, to be made
available to Borrower upon the terms and subject to the conditions hereinafter
set forth;

     NOW, THEREFORE, it is mutually agreed as follows:


                            ARTICLE I.   DEFINITIONS

     As used in this Agreement, the following terms shall have the following
meanings:

     "Acquisition" shall mean any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of any Person, or any business or
division of any Person, (b) the acquisition of in excess of fifty percent (50%)
of the Voting Power of any Person, or (c) the acquisition of another Person
(other than a Company) by a merger or consolidation or any other combination
with such Person.

     "Advantage"shall mean any payment (whether made voluntarily or
involuntarily, by offset of any deposit or other indebtedness or otherwise)
received by any Bank in respect of the Debt, if such payment results in that
Bank having less than its pro rata share of the Debt then outstanding, than was
the case immediately before such payment.

     Affiliate" shall mean any Person, directly or indirectly, controlling,
controlled by or under common control with a Company and "control" (including
the correlative meanings, the terms "controlling", "controlled by" and "under
common control with") means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Company,
whether through the ownership of voting securities, by contract or otherwise.

     "Agent Fee Letter" shall mean the Agent Fee Letter between Borrower and
Agent, dated as of the Closing Date.
<PAGE>

     "Applicable Facility Fee Rate" shall mean:

     (a) for the period from the Closing Date through August 31, 2000, fifty
(50) basis points; and

     (b) commencing  with the financial statements for the fiscal quarter ending
June 30, 2000, the number of basis points set forth in the following matrix,
based upon the result of the computation of the Leverage Ratio, shall be used to
establish the number of basis points that will go into effect on September 1,
2000 and thereafter:

--------------------------------------------------------------------------------
                                                                  Applicable
                       Leverage Ratio                          Facility Fee Rate
--------------------------------------------------------------------------------
Greater than or equal to 2.50 to 1.00                           50 basis points
--------------------------------------------------------------------------------
Greater than or equal to 2.00 to 1.00, but less than 2.50 to    40 basis points
 1.00
--------------------------------------------------------------------------------
Greater than or equal to 1.50 to 1.00, but less than 2.00 to    35 basis points
 1.00
--------------------------------------------------------------------------------
Greater than or equal to 1.00 to 1.00, but less than 1.50 to    30 basis points
 1.00
--------------------------------------------------------------------------------
Less than 1.00 to 1.00                                          25 basis points
--------------------------------------------------------------------------------

Changes to the Applicable Facility Fee Rate shall be effective on the first day
of the month following the date upon which Agent received, or, if earlier,
should have received, pursuant to Section 5.3(a) and (b) hereof, the financial
statements of the Companies.  The above matrix does not modify or waive, in any
respect, the requirements of Section 5.7 hereof, the rights of the Banks to
charge the Default Rate, or the rights and remedies of the Banks pursuant to
Articles VII and VIII hereof.

     "Applicable Margin" shall mean:

     (a) for the period from the Closing Date through August 31, 2000, one
hundred (100) basis points for Base Rate Loans and one hundred seventy-five
(175) basis points for LIBOR Loans; and

     (b) commencing  with the financial statements for the fiscal quarter ending
June 30, 2000, the number of basis points (depending upon whether Loans are
LIBOR Loans or Base Rate Loans) set forth in the following matrix, based upon
the result of the computation of the Leverage Ratio, shall be used to establish
the number of basis points that will go into effect on September 1, 2000 and
thereafter:

                                       2
<PAGE>

--------------------------------------------------------------------------------
                                Applicable Basis Points  Applicable Basis Points
        Leverage Ratio            for Base Rate Loans        for LIBOR Loans
--------------------------------------------------------------------------------
Greater than or equal to 2.50
 to 1.00                           100 basis points         175 basis points

--------------------------------------------------------------------------------
Greater than or equal to 2.00
 to 1.00, but less than 2.50        75 basis points         160 basis points
 to 1.00

--------------------------------------------------------------------------------
Greater than or equal to 1.50
 to 1.00, but less than 2.00        50 basis points         140 basis points
 to 1.00

--------------------------------------------------------------------------------
Greater than or equal to 1.00
 to 1.00, but less than 1.50        25 basis points         120 basis points
 to 1.00

--------------------------------------------------------------------------------
Less than 1.00 to 1.00              0 basis points          100 basis points
--------------------------------------------------------------------------------

Changes to the Applicable Margin shall be effective on the first day of the
month following the date upon which Agent received, or, if earlier, should have
received, pursuant to Section 5.3(a) and (b) hereof, the financial statements of
the Companies.  The above matrix does not modify or waive, in any respect, the
requirements of Section 5.7 hereof, the rights of the Banks to charge the
Default Rate, or the rights and remedies of the Banks pursuant to Articles VII
and VIII hereof.

     "Assignment Agreement" shall mean an Assignment and Acceptance Agreement in
the form of the attached Exhibit G.
                         ---------

     "Base Rate" shall mean a rate per annum equal to the greater of (a) the
Prime Rate or (b) one-half of one percent (1/2%) in excess of the Federal Funds
Effective Rate.  Any change in the Base Rate shall be effective immediately from
and after such change in the Base Rate.

     "Base Rate Loan" shall mean a Loan described in Section 2.1 hereof on which
Borrower shall pay interest at a rate based on the Base Rate.

     "Business Day" shall mean a day of the year on which banks are not required
or authorized to close in Cleveland, Ohio, and, if the applicable Business Day
relates to any LIBOR Loan, on which dealings are carried on in the London
interbank eurodollar market.

     "Capital Distribution" shall mean a payment made, liability incurred or
other consideration given for the purchase, acquisition, redemption or
retirement of any capital stock or other equity interest of any Company or as a
dividend, return of capital or other distribution (other than any stock
dividend, stock split or other equity distribution payable only in capital stock
or other equity of the Company in question) in respect of any Company's capital
stock or other equity interest.

                                       3
<PAGE>

     "Change in Control" shall mean (a) the acquisition of, or, if earlier, the
shareholder or director approval of the acquisition of, ownership or voting
control, directly or indirectly, beneficially or of record, on or after the
Closing Date, by any Person or group (within the meaning of Rule 13d-3 of the
SEC under the Securities Exchange Act of 1934, as then in effect), of shares
representing more than forty percent (40%) of the aggregate ordinary Voting
Power represented by the issued and outstanding capital stock of Borrower; or
(b) the occupation of a majority of the seats (other than vacant seats) on the
board of directors of Borrower by Persons who were neither (i) nominated by the
board of directors of Borrower nor (ii) appointed by directors so nominated.

     "Closing Date" shall mean June 19, 2000.

     "Closing Fee Letter" shall mean the Closing Fee Letter from Borrower to
Agent and the Banks, dated as of the Closing Date.

     "Code" shall mean the Internal Revenue Code of 1986, as amended, together
with the rules and regulations promulgated thereunder.

     "Commitment" shall mean the obligation hereunder of the Banks to make
Revolving Loans pursuant to the Revolving Credit Commitments and Agent to make
Swing Loans pursuant to the Swing Line Commitment, up to the Total Commitment
Amount during the Commitment Period.

     "Commitment Percentage" shall mean, for each Bank, the percentage set forth
opposite such Bank's name under the column headed "Commitment Percentage" as
described in Schedule 1 hereto.
             ----------

     "Commitment Period" shall mean the period from the Effective Date to June
29, 2003, or such earlier date on which the Commitment shall have been
terminated pursuant to Article VIII hereof.

     "Company" shall mean Borrower or a Subsidiary.

     "Companies" shall mean Borrower and all Subsidiaries.

     "Compliance Certificate" shall mean a Compliance Certificate in the form of
the attached Exhibit C.
             ---------

     "Computer System" shall mean a computer system and all related peripherals,
including, but not limited to, hardware, software, devices and systems.

     "Consideration" shall mean, in connection with an Acquisition, the
aggregate consideration paid to the seller, including borrowed funds, cash, the
issuance of securities or notes, the assumption of indebtedness as part of the
purchase price of such Acquisition or incurring of liabilities (direct or
contingent), the payment of consulting fees or fees for a covenant not to
compete and any other consideration paid for the purchase.

                                       4
<PAGE>

     "Consolidated" shall mean the resultant consolidation of the financial
statements of Borrower and its Subsidiaries in accordance with GAAP, including
principles of consolidation consistent with those applied in preparation of the
consolidated financial statements referred to in Section 6.13 hereof.

     "Consolidated Capital Expenditures" shall mean, for any period, the amount
of capital expenditures of Borrower, as determined on a Consolidated basis and
in accordance with GAAP.

     "Consolidated Depreciation and Amortization Charges" shall mean, for any
period, the aggregate of all depreciation and amortization charges for fixed
assets, leasehold improvements and general intangibles (specifically including
goodwill) of Borrower for such period, as determined on a Consolidated basis and
in accordance with GAAP.

     "Consolidated EBIT" shall mean, for any period, on a Consolidated basis,
(a) Consolidated Net Earnings for such period plus the aggregate amounts
deducted in determining such Consolidated Net Earnings in respect of (i) income
taxes, (ii) Consolidated Interest Expense and (iii) nonrecurring noncash charges
and losses, minus (b) nonrecurring noncash gains; provided, that:

          (A) Consolidated EBIT for any period shall (1) include the appropriate
     financial items (other than assumed operating synergies) for any Person or
     business unit that has been acquired by a Company for any portion of such
     period prior to the date of such Acquisition, and (2) exclude the
     appropriate financial items (other than assumed operating synergies) for
     any Person or business unit that has been disposed of by a Company, for the
     portion of such period prior to the date of such disposition; and

          (B) in calculating Consolidated EBIT, (1) for the fiscal quarter ended
     March 31, 2000, Borrower may add a nonrecurring (actual) cash charge taken
     by Borrower during such quarter in the amount of Ten Million Eight Hundred
     Fifty-Three Thousand Dollars ($10,853,000), and (2) Borrower may add, for
     the fiscal year ending March 31, 2001, any nonrecurring (actual) cash
     charges taken by Borrower during such fiscal year that relate to Borrower's
     restructuring, up to an aggregate amount of Thirty Million Dollars
     ($30,000,000).

     "Consolidated EBITDA" shall mean, for any period, (a) Consolidated EBIT,
plus (b) Consolidated Depreciation and Amortization Charges; provided, that
Consolidated EBITDA for any period shall (i) include the appropriate financial
items (other than assumed operating synergies) for any Person or business unit
that has been acquired by a Company for any portion of such period prior to the
date of such Acquisition, and (ii) exclude the appropriate financial (other than
assumed operating synergies) items for any Person or business unit that has been
disposed of by a Company, for the portion of such period prior to the date of
such disposition.

     "Consolidated Fixed Charges" shall mean, for any period, on a Consolidated
basis and in accordance with GAAP, the aggregate of (a) Consolidated Interest
Expense, (b) Consolidated Capital

                                       5
<PAGE>

Expenditures, (c) actual cash expenditures for taxes, (d) scheduled principal
payments on long-term Funded Indebtedness, and (e) actual cash expenditures
relating to Capital Distributions.

     "Consolidated Interest Expense" shall mean, for any period, interest
expense of Borrower for such period, as determined on a Consolidated basis and
in accordance with GAAP.

     "Consolidated Net Earnings" shall mean, for any period, the net income
(loss) of Borrower for such period, as determined on a Consolidated basis and in
accordance with GAAP.

     "Consolidated Net Worth" shall mean, at any date, the stockholders' equity
of Borrower, determined on a Consolidated basis and in accordance with GAAP.

     "Controlled Group" shall mean a Company and each Person required to be
aggregated with a Company under Code Sections 414(b), (c), (m) or (o).

     "Debt" shall mean, collectively, all Indebtedness incurred by Borrower to
the Banks pursuant to this Agreement and includes the principal of and interest
on all Notes and each extension, renewal or refinancing thereof in whole or in
part, the facility fees, other fees and any prepayment fees payable hereunder
and all reimbursement, indemnification and other obligations under the Loan
Documents.

     "Default" shall mean an event or condition that constitutes, or with the
lapse of any applicable grace period or the giving of notice or both would
constitute, an Event of Default and that has not been waived by the Required
Banks in writing.

     "Default Rate" shall mean a rate per annum equal to two percent (2%) in
excess of the Derived Base Rate from time to time in effect.

     "Derived Base Rate" shall mean a rate per annum equal to the sum of the
Applicable Margin (from time to time in effect) plus the Base Rate.

     "Derived LIBOR Rate" shall mean a rate per annum equal to the sum of the
Applicable Margin (from time to time in effect) plus the LIBOR Rate.

     "Domestic Subsidiary" shall mean a Subsidiary that is not a Foreign
Subsidiary.

     "Effective Date" shall mean June 29, 2000.

     "Environmental Laws" shall mean all provisions of law, statutes,
ordinances, rules, regulations, permits, licenses, judgments, writs,
injunctions, decrees, orders, awards and standards promulgated by the government
of the United States of America or by any state or municipality thereof or by
any court, agency, instrumentality, regulatory authority or commission of any of
the

                                       6
<PAGE>

foregoing concerning health, safety and protection of, or regulation of the
discharge of substances into, the environment.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated pursuant thereto.

     "ERISA Event" shall mean (a) the existence of any condition or event with
respect to an ERISA Plan that presents a risk of the imposition of an excise tax
or any other liability on a Company or of the imposition of a Lien on the assets
of a Company; (b) a Controlled Group member has engaged in a non-
exempt"prohibited transaction" (as defined under ERISA Section 406 or Code
Section 4975) or a breach of a fiduciary duty under ERISA that could result in
liability to a Company; (c) a Controlled Group member has applied for a waiver
from the minimum funding requirements of Code Section 412 or ERISA Section 302
or a Controlled Group member is required to provide security under Code Section
401(a)(29) or ERISA Section 307; (d) a Reportable Event has occurred with
respect to any Pension Plan as to which notice is required to be provided to the
PBGC; (e) a Controlled Group member has withdrawn from a Multiemployer Plan in a
"complete withdrawal" or a "partial withdrawal" (as such terms are defined in
ERISA Sections 4203 and 4205, respectively); (f) a Multiemployer Plan is in or
is likely to be in reorganization under ERISA Section 4241; (g) an ERISA Plan
(and any related trust) that is intended to be qualified under Code Sections 401
and 501 fails to be so qualified or any"cash or deferred arrangement" under any
such ERISA Plan fails to meet the requirements of Code Section 401(k); (h) the
PBGC takes any steps to terminate a Pension Plan or appoint a trustee to
administer a Pension Plan, or a Controlled Group member takes steps to terminate
a Pension Plan; (i) a Controlled Group member or an ERISA Plan fails to satisfy
any requirements of law applicable to an ERISA Plan; (j) a claim, action, suit,
audit or investigation is pending or threatened with respect to an ERISA Plan,
other than a routine claim for benefits; or (k) a Controlled Group member incurs
or is expected to incur any liability for post-retirement benefits under any
Welfare Plan, other than as required by ERISA Section 601, et. seq. or Code
                                                           --- ----
Section 4980B.

     "ERISA Plan" shall mean an "employee benefit plan" (within the meaning of
ERISA Section 3(3)) that a Controlled Group member at any time sponsors,
maintains, contributes to, has liability with respect to or has an obligation to
contribute to such plan.

     "Eurocurrency Reserve Percentage" shall mean, for any Interest Period in
respect of any LIBOR Loan, as of any date of determination, the aggregate of the
then stated maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves), expressed as a decimal, applicable to such
Interest Period (if more than one (1) such percentage is applicable, the daily
average of such percentages for those days in such Interest Period during which
any such percentage shall be so applicable) by the Board of Governors of the
Federal Reserve System, any successor thereto, or any other banking authority,
domestic or foreign, to which a Bank may be subject in respect to eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Federal Reserve Board) or in respect of any other category of liabilities,
including deposits by reference to which the interest rate on LIBOR Loans is
determined or any

                                       7
<PAGE>

category of extension of credit or other assets that include the LIBOR Loans.
For purposes hereof, such reserve requirements shall include, without
limitation, those imposed under Regulation D of the Federal Reserve Board, and
the LIBOR Loans shall be deemed to constitute Eurocurrency Liabilities subject
to such reserve requirements without benefit of credits for proration,
exceptions or offsets that may be available from time to time to any Bank under
said Regulation D.

     "Event of Default" shall mean an event or condition that constitutes an
event of default as defined in Article VII hereof.

     "Federal Funds Effective Rate" shall mean, for any day, the rate per annum
(rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%))
announced by the Federal Reserve Bank of New York (or any successor) on such day
as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as
computed and announced by such Federal Reserve Bank (or any successor) in
substantially the same manner as such Federal Reserve Bank computes and
announces the weighted average it refers to as the "Federal Funds Effective
Rate" as of the Closing Date.

     "Financial Covenants" shall mean, collectively, each of the financial
covenants as set forth in, and as calculated in accordance with, Section 5.7
hereof, and each thereof.

     "Financial Officer" shall mean any of the following officers: chief
executive officer, president, chief financial officer or treasurer.

     "Fixed Charge Coverage Ratio" shall mean the ratio of (a) Consolidated
EBITDA to (b) Consolidated Fixed Charges, based upon the financial statements of
the Companies for the most recently completed four (4) fiscal quarters.

     "Foreign Subsidiary" shall mean a Subsidiary that is organized outside of
the United States.

     "Funded Indebtedness" shall mean all Indebtedness for borrowed money and
capitalized leases, including, but not limited to, current, long-term and
Subordinated Indebtedness, if any.

     "GAAP" shall mean generally accepted accounting principles as then in
effect, which shall include the official interpretations thereof by the
Financial Accounting Standards Board, applied on a basis consistent with the
past accounting practices and procedures of Borrower.

     "Guarantor" shall mean a Person that pledges its credit or property in any
manner for the payment or other performance of the indebtedness, contract or
other obligation of another and includes (without limitation) any guarantor
(whether of payment or of collection), surety, co-maker, endorser or Person that
agrees conditionally or otherwise to make any purchase, loan or investment in
order thereby to enable another to prevent or correct a default of any kind.

                                       8
<PAGE>

     "Guarantor of Payment" shall mean each of the Companies set forth on
Schedule 2 hereof, that are each executing and delivering a Guaranty of Payment,
or any other Person that shall deliver a Guaranty of Payment to Agent subsequent
to the Closing Date.

     "Guaranty of Payment" shall mean each of the Guaranties of Payment of  Debt
executed and delivered on or after the Closing Date in connection herewith by
the Guarantors of Payment, as the same may from time to time be amended,
restated or otherwise modified.

     "Hedge Agreement" shall mean any hedge agreement, interest rate swap,
currency swap agreement,  cap, collar or floor agreement, or other interest rate
management device entered into by Borrower with any financial institution.

     "Indebtedness" shall mean, for any Company (excluding in all cases trade
payables payable in the ordinary course of business by such Company), (a) all
obligations to repay borrowed money, direct or indirect, incurred, assumed, or
guaranteed, (b) all obligations for the deferred purchase price of capital
assets, (c) all obligations under conditional sales or other title retention
agreements, (d) all obligations (contingent or otherwise) under any letter of
credit, banker's acceptance, currency swap agreement, foreign currency
agreement, interest rate swap, cap, collar or floor agreement or other interest
rate management device, (e) all synthetic leases, (f) all lease obligations that
have been or should be capitalized on the books of such Company in accordance
with GAAP, (g) all obligations of such Company with respect to asset
securitization financing programs to the extent that there is recourse against
such Company or such Company is liable (contingent or otherwise) under any such
program, (h) all obligations to advance funds to, or to purchase assets,
property or services from, any other Person in order to maintain the financial
condition of such Person, and (i) any other transaction (including forward sale
or purchase agreements) having the commercial effect of a borrowing of money
entered into by such Company to finance its operations or capital requirements,
and (j) any guaranty of or other contingent liability with respect to any of the
foregoing.

     "Interest Adjustment Date" shall mean the last day of each Interest Period.

     "Interest Coverage Ratio" shall mean the ratio of (a) Consolidated EBIT to
(b) Consolidated Interest Expense, based upon the financial statements of the
Companies for the most recently completed four (4) fiscal quarters.

     "Interest Period" shall mean, with respect to any LIBOR Loan, the period
commencing on the date such LIBOR Loan is made and ending on the last day of
such period, as selected by Borrower pursuant to the provisions hereof and,
thereafter, each subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the last day of such period, as selected
by Borrower pursuant to the provisions hereof.  The duration of each Interest
Period for any LIBOR Loan shall be one (1) month, two (2) months, three (3)
months or six (6) months, in each case as Borrower may select upon notice, as
set forth in Section 2.2 hereof, provided that: (a) if Borrower fails to so
select the duration of any Interest Period, Borrower shall be deemed to have
converted such LIBOR Loan to a Base Rate Loan at the end of the then current
Interest Period; and

                                       9
<PAGE>

(b) Borrower may not select any Interest Period for a LIBOR Loan that ends after
any date when principal is due on such LIBOR Loan.

     "Leverage Ratio" shall mean, at any time, on a Consolidated basis and in
accordance with GAAP, the ratio of (a) Funded Indebtedness (based upon the
financial statements of the Companies for the most recently completed fiscal
quarter) to (b) Consolidated EBITDA (based upon the financial statements of the
Companies for the most recently completed four (4) fiscal quarters).

     "LIBOR Loan" shall mean a Loan described in Section 2.1 hereof on which
Borrower shall pay interest at a rate based upon the LIBOR Rate.

     "LIBOR Rate" shall mean, for any Interest Period with respect to a LIBOR
Loan, the quotient (rounded upwards, if necessary, to the nearest one sixteenth
of one percent (1/16th of 1%)) of: (a) the per annum rate of interest,
determined by Agent in accordance with its usual procedures (which determination
shall be conclusive absent manifest error) as of approximately 11:00 A.M.
(London time) two (2) Business Days prior to the beginning of such Interest
Period pertaining to such LIBOR Loan, as provided by Telerate Service,
Bloomberg's or Reuters (or any other similar company or service that provides
rate quotations comparable to those currently provided by such companies) as the
rate in the London interbank market for dollar deposits in immediately available
funds with a maturity comparable to such Interest Period, divided by (b) a
                                                          ----------
number equal to 1.00 minus the Eurocurrency Reserve Percentage.  In the event
                     -----
that such rate quotation is not available for any reason, then the rate (for
purposes of clause (a) hereof) shall be the rate, determined by Agent as of
approximately 11:00 A.M. (London time) two (2) Business Days prior to the
beginning of such Interest Period pertaining to such LIBOR Loan, to be the
average (rounded upwards, if necessary, to the nearest one sixteenth of one
percent (1/16th of 1%)) of the per annum rates at which dollar deposits in
immediately available funds in an amount comparable to such LIBOR Loan and with
a maturity comparable to such Interest Period are offered to the prime banks by
leading banks in the London interbank market.  The LIBOR Rate shall be adjusted
automatically on and as of the effective date of any change in the Eurocurrency
Reserve Percentage.

     "Lien" shall mean any mortgage, security interest, lien, charge,
encumbrance on, pledge or deposit of, or conditional sale or other title
retention agreement with respect to any property (real or personal) or asset.

     "Loan" or "Loans" shall mean the credit extended to Borrower by the Banks
in accordance with Section 2.1A or B hereof.

     "Loan Documents" shall mean this Agreement, each of the Notes, each of the
Guaranties of Payment, each of the Pledge Agreements and any other documents
relating to any of the foregoing, as any of the foregoing may from time to time
be amended, restated or otherwise modified or replaced.

                                       10
<PAGE>

     "Material Adverse Effect" shall mean (a) a material adverse effect on the
business, operations, property, condition (financial or otherwise) or prospects
of Borrower and its Subsidiaries taken as a whole, or (b) a material adverse
effect on the ability of Borrower or any Guarantor to perform or comply with any
of the material terms and conditions of any material Loan Document.

     "Material Subsidiary" shall mean any Subsidiary, the total assets of which
are in excess of One Million Dollars ($1,000,000).

     "Moody's" shall mean Moody's Investors Service, Inc., or any successor to
such company.

     "Multiemployer Plan" shall mean a Pension Plan that is subject to the
requirements of Subtitle E of Title IV of ERISA.

     "Negotiated Rate" shall mean a fixed rate of interest per annum quoted to
Borrower by Agent based upon Agent's cost of funds, and agreed to by Borrower.

     "Note" shall mean any Revolving Credit Note, the Swing Line Note or any
other note delivered pursuant to this Agreement.

     "Notice of Loan" shall mean a Notice of Loan in the form of the attached
Exhibit D.
---------

     "Organizational Documents" shall mean, with respect to any Person (other
than an individual), such Person's Articles (Certificate) of Incorporation, or
equivalent formation documents, and Regulations (By-laws), or equivalent
governing documents, and any amendments to any of the foregoing.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation, or its
successor.

     "Pension Plan" shall mean an ERISA Plan that is a "pension plan" (within
the meaning of ERISA Section 3(2)).

     "Permitted Investment" shall mean an investment of a Company in the stock
(or other debt or equity instruments) of a Person (other than a Company), so
long as (a) the Company making the investment is Borrower or a Guarantor of
Payment; and (b) the aggregate amount of all such investments of all Companies
does not exceed, at any time, Twenty Million Dollars ($20,000,000).

     "Permitted Stock Repurchase" shall mean, so long as no Default or Event of
Default shall exist or immediately thereafter begin to exist, (a) the purchase
by Borrower, on or before July 29, 2000, of up to Eighty-Five Thousand (85,000)
shares of Borrower's outstanding capital stock from the selling shareholders of
a Person acquired by Borrower, as disclosed to Agent and the Banks, in
accordance with the terms of certain put options granted to such selling
shareholders, up to an aggregate amount, for all such purchases, not to exceed
One Million Five Hundred Twenty-Five Thousand Dollars ($1,525,000), or (b) the
purchase by Borrower, on or after July 21, 2001 but prior

                                       11
<PAGE>

to March 1, 2002, of up to Six Hundred Thousand (600,000) shares of Borrower's
outstanding capital stock from an officer of Borrower, as disclosed to Agent and
the Banks, up to an aggregate amount not to exceed Nine Million Dollars
($9,000,000).

     "Person" shall mean any individual, sole proprietorship, partnership, joint
venture, unincorporated organization, corporation, limited liability company,
institution, trust, estate, government or other agency or political subdivision
thereof or any other entity.

     "Pledge Agreement" shall mean any pledge agreement, in form and substance
satisfactory to Agent, executed and delivered by any Company to Agent, for the
benefit of the Banks, or any other Pledge Agreement executed and delivered by
any Person in connection with this Agreement, as any of the foregoing may from
time to time be amended, restated or otherwise modified.

     "Prime Rate" shall mean the interest rate established from time to time by
Agent as Agent's prime rate, whether or not such rate is publicly announced; the
Prime Rate may not be the lowest interest rate charged by Agent for commercial
or other extensions of credit. Each change in the Prime Rate shall be effective
immediately from and after such change.

     "Related Writing" shall mean each Loan Document and any other assignment,
mortgage, security agreement, guaranty agreement, subordination agreement,
financial statement, audit report or other writing furnished by Borrower, any
Subsidiary or any Guarantor of Payment, or any of their respective officers, to
the Banks pursuant to or otherwise in connection with this Agreement.

     "Reportable Event" shall mean a reportable event as that term is defined in
Title IV of ERISA, except actions of general applicability by the Secretary of
Labor under Section 110 of such Act.

     "Request for Extension" shall mean a Request for Extension in the form of
the attached Exhibit E.
             ---------

     "Required Banks" shall mean the holders of at least sixty-six and two-
thirds percent (66-2/3%) of the Total Commitment Amount, or, if there is any
borrowing hereunder, the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the aggregate amount outstanding under the Notes (other than the
Swing Line Note).

     "Revolving Credit Commitment" shall mean the obligation hereunder, during
the Commitment Period, of (a) each Bank to participate in the making of
Revolving Loans up to the aggregate  amount set forth opposite such Bank's name
under the column headed "Revolving Credit Commitment Amount" as set forth on

Schedule 1 hereof (or such lesser amount as shall be determined pursuant to
----------
Section 2.6 hereof), and (b) Agent to make Swing Loans pursuant to the Swing
Line Commitment.

                                       12
<PAGE>

     "Revolving Credit Exposure" shall mean, at any time, the sum of (a) the
aggregate principal amount of all Revolving Loans outstanding, and (b) the
aggregate principal amount of all Swing Loans outstanding.

     "Revolving Credit Note" shall mean any Revolving Credit Note executed and
delivered pursuant to Section 2.1A hereof.

     "Revolving Loan" shall mean a Loan granted to Borrower by the Banks in
accordance with Section 2.1A hereof.

     "SEC" shall mean the United States Securities and Exchange Commission.

     "Standard & Poor's" shall mean Standard & Poor's Ratings Group, a division
of McGraw-Hill, Inc., or any successor to such company.

     "Subordinated", as applied to Indebtedness, shall mean that the
Indebtedness has been subordinated (by written terms or written agreement being,
in either case, in form and substance satisfactory to Agent and the Required
Banks) in favor of the prior payment in full of the Debt.

     "Subsidiary" of Borrower or any of its Subsidiaries shall mean (a) a
corporation more than fifty percent (50%) of the Voting Power of which is owned,
directly or indirectly, by Borrower or by one or more other subsidiaries of
Borrower or by Borrower and one or more subsidiaries of Borrower, (b) a
partnership or limited liability company of which Borrower, one or more other
subsidiaries of Borrower or Borrower and one or more subsidiaries of Borrower,
directly or indirectly, is a general partner or managing member, as the case may
be, or otherwise has the power to direct the policies, management and affairs
thereof, or (c) any other Person (other than a corporation) in which Borrower,
one or more other subsidiaries of Borrower or Borrower and one or more
subsidiaries of Borrower, directly or indirectly, has at least a majority
ownership interest or the power to direct the policies, management and affairs
thereof.

     "Swing Line" shall mean the credit facility established by Agent in
accordance with Section 2.1B hereof.

     "Swing Line Commitment" shall mean the commitment of Agent to make Swing
Loans to Borrower up to the maximum aggregate amount at any time outstanding of
Twenty-Five Million Dollars ($25,000,000) on the terms and conditions set forth
in Section 2.1B hereof.

     "Swing Line Note" shall mean the Swing Line Note executed and delivered
pursuant to Section 2.1B hereof.

     "Swing Loan" shall mean a Loan granted to Borrower by Agent in accordance
with Section 2.1B hereof.

                                       13
<PAGE>

     "Swing Loan Maturity Date" shall mean, with respect to any Swing Loan, the
earlier of (a) twenty-nine (29) days after the date such Swing Loan is made, or
(b) the last day of the Commitment Period.

     "Total Commitment Amount" shall mean the principal amount of Three Hundred
Twenty-Five Million Dollars ($325,000,000) (or such lesser amount as shall be
determined pursuant to Section 2.5 hereof).

     "Type I Acquisition" shall mean an Acquisition where the results of the
calculation of the Financial Covenants on a pro forma basis (taking into account
such Acquisition but without giving effect to any assumed operating synergies)
are the same as, or more financially positive than, the results of the
calculation of the Financial Covenants (as actually reported in the Compliance
Certificates delivered pursuant to Section 5.3 (c) hereof) for the most recently
completed  four (4) fiscal quarters of the Companies, without giving effect to
such Acquisition.

     "Type II Acquisition" shall mean an Acquisition where the results of the
calculation of the Financial Covenants on a pro forma basis (taking into account
such Acquisition but without giving effect to any assumed operating synergies)
are more financially negative than the results of the calculation of the
Financial Covenants (as actually reported in the Compliance Certificates
delivered pursuant to Section 5.3 (c) hereof) for the most recently completed
four (4) fiscal quarters of the Companies, without giving effect to such
Acquisition.

     "Voting Power" shall mean, with respect to any Person, the exclusive
ability to control, through the ownership of shares of capital stock,
partnership interests, membership interests or otherwise, the election of
members of the board of directors or other similar governing body of such
Person, and the holding of a designated percentage of Voting Power of a Person
means the ownership of shares of capital stock, partnership interests,
membership interests or other interests of such Person sufficient to control
exclusively the election of that percentage of the members of the board of
directors or similar governing body of such Person.

     "Welfare Plan" shall mean an ERISA Plan that is a "welfare plan" within the
meaning of ERISA Section 3(l).

     "Wholly-Owned Subsidiary" shall mean, with respect to any Person, any
corporation, limited liability company or other entity all of the securities or
other ownership interest, of which having ordinary voting power to elect a
majority of the board of directors or other individuals performing similar
functions are at the time directly or indirectly owned by such Person.

     "Year 2000 Compliant" shall mean that a Computer System will operate
accurately, without interruption and with no negative change in performance due
to the change of the millennium.

     Any accounting term not specifically defined in this Article I shall have
the meaning ascribed thereto by GAAP.

                                       14
<PAGE>

     The foregoing definitions shall be applicable to the singular and plurals
of the foregoing defined terms.



                     ARTICLE II. AMOUNT AND TERMS OF CREDIT

     SECTION 2.1.   AMOUNT AND NATURE OF CREDIT.  Subject to the terms and
conditions of this Agreement, each Bank will participate, to the extent
hereinafter provided, in making Loans to Borrower, in such aggregate amount as
Borrower shall request pursuant to the Commitment; provided, however, that in no
event shall the aggregate principal amount of all Loans outstanding under this
Agreement be in excess of the Total Commitment Amount.

     Each Bank, for itself and not one for any other, agrees to participate in
Loans made hereunder during the Commitment Period on such basis that (a)
immediately after the completion of any borrowing by Borrower hereunder, the
aggregate principal amount then outstanding on the Notes (other than the Swing
Line Note) issued to such Bank shall not be in excess of the Revolving Credit
Commitment for such Bank, and (b) such aggregate principal amount outstanding on
the Notes (other than the Swing Line Note) issued to such Bank shall represent
that percentage of the aggregate principal amount then outstanding on all Notes
(other than the Swing Line Note) which is such Bank's Commitment Percentage.

     Each borrowing (other than the Swing Loans) from the Banks hereunder shall
be made pro rata according to the Banks' respective Commitment Percentages. The
Loans may be made as Revolving Loans and Swing Loans as follows:

     A.   Revolving Loans.

     Subject to the terms and conditions of this Agreement, during the
Commitment Period, the Banks shall make a Revolving Loan or Revolving Loans to
Borrower in such amount or amounts as Borrower may from time to time request,
but not exceeding in aggregate principal amount at any time outstanding
hereunder the Commitment, when such Revolving Loans are combined with the
Revolving Credit Exposure.  Borrower shall have the option, subject to the terms
and conditions set forth herein, to borrow Revolving Loans, maturing on the last
day of the Commitment Period, by means of any combination of (a) Base Rate
Loans, or (b) LIBOR Loans.

     Borrower shall pay interest on the unpaid principal amount of Base Rate
Loans outstanding from time to time from the date thereof until paid at the
Derived Base Rate from time to time in effect.  Interest on such Base Rate Loans
shall be payable, commencing September 30, 2000, and on the last day of each
succeeding December, March, June and September thereafter and at the maturity
thereof.

                                       15
<PAGE>

     Borrower shall pay interest on the unpaid principal amount of each LIBOR
Loan outstanding from time to time, from the date thereof until paid, at the
Derived LIBOR Rate, fixed in advance for each Interest Period (but subject to
changes in the Applicable Margin) as herein provided for each such Interest
Period.  Interest on such LIBOR Loans shall be payable on each Interest
Adjustment Date with respect to an Interest Period (provided that if an Interest
Period exceeds three (3) months, the interest must be paid every three (3)
months, commencing three (3) months from the beginning of such Interest Period).

     At the request of Borrower to Agent, subject to the notice and other
provisions of Section 2.2 hereof, the Banks shall convert Base Rate Loans to
LIBOR Loans at any time and shall convert LIBOR Loans to Base Rate Loans on any
Interest Adjustment Date.

     The obligation of Borrower to repay the Base Rate Loans and LIBOR Loans
made by each Bank and to pay interest thereon shall be evidenced by a Revolving
Credit Note of Borrower in the form of Exhibit A hereto, payable to the order of
                                       ---------
such Bank in the principal amount of its Revolving Credit Commitment, or, if
less, the aggregate unpaid principal amount of Revolving Loans made hereunder by
such Bank. Subject to the provisions of this Agreement, Borrower shall be
entitled under this Section 2.1A to borrow funds, repay the same in whole or in
part and re-borrow hereunder at any time and from time to time during the
Commitment Period.

     B.   Swing Loans.

     Subject to the terms and conditions of this Agreement, during the
Commitment Period, Agent shall make a Swing Loan or Swing Loans to Borrower in
such amount or amounts as Borrower may from time to time request.  Borrower
shall not request any Swing Loan under this Section 2.1B if, after giving effect
thereto, (a) the Revolving Credit Exposure would exceed the aggregate amount of
the Revolving Credit Commitments, or (b) the aggregate outstanding principal
amount of all Swing Loans would exceed the Swing Line Commitment.  Each Swing
Loan shall be due and payable on the Swing Loan Maturity Date applicable
thereto.

     Borrower shall pay interest, for the sole benefit of Agent (and any Bank
that has purchased a participation in such Swing Loan pursuant to this Section
2.1B), on the unpaid principal amount of each Swing Loan outstanding from time
to time from the date thereof until paid at the Negotiated Rate applicable to
such Swing Loan.  Interest on each Swing Loan shall be payable on the Swing Loan
Maturity Date applicable thereto.  Each Swing Loan shall bear interest for a
minimum of one (1) day.

     The obligation of Borrower to repay the Swing Loans and to pay interest
thereon shall be evidenced by a Swing Line Note of Borrower substantially in the
form of Exhibit B hereto, and payable to the order of Agent in the principal
        ---------
amount of the Swing Line Commitment, or, if less, the aggregate unpaid principal
amount of Swing Loans made hereunder by Agent.  Subject to the provisions of
this Agreement, Borrower shall be entitled under this Section 2.1B to borrow
funds, repay the same in whole or in part and reborrow hereunder at any time and
from time to time during

                                       16
<PAGE>

the Commitment Period; provided that, without the prior written consent of
Agent, Borrower may not request that more than two (2) Swing Loans be
outstanding at any time.

     On any day that a Swing Loan is outstanding (whether before or after the
maturity thereof), Agent shall have the right to request that each Bank purchase
a participation in such Swing Loan, and Agent shall promptly notify each Bank
thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but
without further action, Agent hereby agrees to grant to each Bank, and each Bank
hereby agrees to acquire from Agent, an undivided participation interest in such
Swing Loan in an amount equal to such Bank's Commitment Percentage of the
aggregate principal amount of such Swing Loan.  In consideration and in
furtherance of the foregoing, each Bank hereby absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay to Agent, for its sole
account, such Bank's ratable share of such Swing Loan (determined in accordance
with such Bank's Commitment Percentage).  Each Bank acknowledges and agrees that
its obligation to acquire participations in Swing Loans pursuant to this Section
2.1B is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, the occurrence and continuance of a
Default or an Event of  Default, and that each such payment shall be made
without any offset, abatement, recoupment, counterclaim, withholding or
reduction whatsoever and whether or not such Bank's Revolving Credit Commitment
shall have been reduced or terminated.  Each Bank shall comply with its
obligation under this Section 2.1B by wire transfer of immediately available
funds.

     If Agent so elects, by giving notice to Borrower and the Banks, Borrower
agrees that Agent shall have the right, in its sole discretion, to require that
any Swing Loan be refinanced as a Revolving Loan.  Such Revolving Loan shall be
a Base Rate Loan unless and until converted by Borrower to a LIBOR Loan pursuant
to Section 2.1A and Section 2.2 hereof.  Upon receipt of such notice by
Borrower, Borrower shall be deemed, on such day, to have requested a Revolving
Loan in the principal amount of the Swing Loan in accordance with Section 2.1A
and Section 2.2 hereof. Each Bank agrees to make a Revolving Loan on the date of
such notice, subject to no conditions precedent whatsoever.  Each Bank
acknowledges and agrees that such Bank's obligation to make a Revolving Loan
pursuant to Section 2.1A when required by this Section 2.1B is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including, without limitation, the occurrence and continuance of a Default or an
Event of Default, and that its payment to Agent, for the account of Agent, of
the proceeds of such Revolving Loan shall be made without any offset, abatement,
recoupment, counterclaim, withholding or reduction whatsoever and whether or not
such Bank's Revolving Credit Commitment shall have been reduced or terminated.
Borrower irrevocably authorizes and instructs Agent to apply the proceeds of any
borrowing pursuant to this paragraph to repay in full such Swing Loan.

     SECTION 2.2.   CONDITIONS TO LOANS. The obligation of the Banks to make,
convert or continue any Loan hereunder or of Agent to make any Swing Loan is
conditioned, in the case of each borrowing, conversion or continuation
hereunder, upon:

     (a) all conditions precedent as listed in Article IV hereof shall have been
satisfied;

                                       17
<PAGE>

     (b) with respect to Base Rate Loans, receipt by Agent of a Notice of Loan,
such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed
date of such borrowing or conversion, and, with respect to LIBOR Loans, by 11:00
A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date
of such borrowing, conversion or continuation.  Agent shall notify each Bank of
the date, amount and initial Interest Period (if applicable) promptly upon the
receipt of such notice, and, in any event, by 1:00 P.M. (Cleveland, Ohio time)
on the date such notice is received.  On the date such Loan is to be made, each
Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with
the amount in federal or other immediately available funds required of it.  If
Agent elects to advance the proceeds of such Loan prior to receiving funds from
such Bank, Agent shall have the right, upon prior notice to Borrower, to debit
any account of Borrower or otherwise receive from Borrower, on demand, such
amount, in the event that such Bank fails to reimburse Agent;

     (c) with respect to the making of any Swing Loan, receipt by Agent of a
Notice of Loan, such notice to be received by 11:00 A.M. (Cleveland, Ohio time)
on the proposed date of borrowing;

     (d) each request of Borrower for (i) a Loan (other than a Swing Loan) shall
be in an amount of not less than Five Million Dollars ($5,000,000), increased by
increments of One Million Dollars ($1,000,000), and (ii) a Swing Loan shall be
in the amount of not less than One Million Dollars ($1,000,000), increased by
increments of Five Hundred Thousand Dollars ($500,000);

     (e) the fact that no Default or Event of Default shall then exist or
immediately after the making, conversion or continuation of the Loan would
exist; and

     (f) the fact that each of the representations and warranties contained in
Article VI hereof shall be true and correct in all material respects with the
same force and effect as if made on and as of the date of the making,
conversion, or continuation of such Loan, except to the extent that any thereof
expressly relate to an earlier date.

     At no time shall Borrower request that LIBOR Loans be outstanding for more
than ten (10) different Interest Periods at any time, and, if Base Rate Loans
are outstanding, then LIBOR Loans shall be limited to nine (9) different
Interest Periods at any time.

     Each request by Borrower for the making, conversion or continuation of a
Loan hereunder shall be deemed to be a representation and warranty by Borrower
as of the date of such request as to the facts specified in (e) and (f) above.

     Each request for a LIBOR Loan, or notice of prepayment pursuant to Section
2.4(c) hereof, shall be irrevocable and binding on Borrower and Borrower shall
indemnify Agent and the Banks against any loss or expense incurred by Agent or
the Banks as a result of any failure by Borrower to consummate such transaction
including, without limitation, any loss (including loss of anticipated profits)
or expense incurred by reason of liquidation or re-employment of deposits or
other funds acquired by the Banks to fund such LIBOR Loan.  A certificate as to
the amount of such loss or

                                       18
<PAGE>

expense submitted by the Banks to Borrower shall be conclusive and binding for
all purposes, absent manifest error.

     SECTION 2.3.   PAYMENT ON NOTES, ETC.

     (a) Unless otherwise provided, all payments of principal, interest and
facility and other fees shall be made to Agent in immediately available funds
for the account of the Banks.  Agent, on the same Business Day, shall distribute
to each Bank its ratable share of the amount of principal, interest, and
facility and other fees received by it for the account of such Bank.  Each Bank
shall record (a) any principal, interest or other payment, and (b) the principal
amount of the Base Rate Loans and the LIBOR Loans and all prepayments thereof
and the applicable dates with respect thereto, by such method as such Bank may
generally employ; provided, however, that failure to make any such entry shall
in no way detract from Borrower's obligations under each Note.  The aggregate
unpaid amount of Loans set forth on the records of Agent shall be rebuttably
presumptive evidence of the principal and interest owing and unpaid on each
Note.

     (b) All payments under this Agreement or any other Loan Document shall be
made absolutely net of, without deduction or offset for, and altogether free and
clear of, any and all present and future taxes, levies, deductions, charges and
withholdings and all liabilities with respect thereto, under the laws of the
United States of America or any foreign jurisdiction (or any state or political
subdivision thereof in which such Bank has an office), excluding income and
franchise taxes imposed on any Bank (and withholding relating thereto) under the
laws of the United States of America or any other foreign jurisdiction (or any
state or political subdivision thereof).  If Borrower or any Guarantor of
Payment is compelled by law to deduct any such taxes or levies (other than such
excluded taxes) or to make any such other deductions, charges or withholdings,
then Borrower or such Guarantor of Payment, as the case may be, shall pay such
additional amounts as may be necessary in order that the net payments after such
deduction, and after giving effect to any United States or foreign jurisdiction
(or any state or political subdivision thereof) income taxes required to be paid
by the Banks in respect of such additional amounts, shall equal the amount of
interest provided in Section 2.1 hereof for each Loan plus any principal then
due.

     (c) Whenever any payment to be made hereunder, including, without
limitation, any payment to be made on any Note, shall be stated to be due on a
day that is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall in each case be
included in the computation of the interest payable on such Note; provided,
however, that, with respect to any LIBOR Loan, if the next succeeding Business
Day falls in the succeeding calendar month, such payment shall be made on the
preceding Business Day and the relevant Interest Period shall be adjusted
accordingly.

     SECTION 2.4.   PREPAYMENT.

     (a) Borrower shall have the right at any time or from time to time to
prepay, on a pro rata basis for all of the Banks (other than the Swing Line
Note), all or any part of the principal amount

                                       19
<PAGE>

of the Notes then outstanding as designated by Borrower, plus interest accrued
on the amount so prepaid to the date of such prepayment. Borrower shall give
Agent notice of prepayment of any Base Rate Loan by not later than 11:00 A.M.
(Cleveland, Ohio time) on the Business Day such prepayment is to be made and
written notice of the prepayment of any LIBOR Loan not later than 1:00
P.M.(Cleveland, Ohio time) three (3) Business Days before the Business Day on
which such prepayment is to be made.

     (b) Prepayments of Base Rate Loans and Swing Loans shall be without any
premium or penalty.

     (c) In any case of prepayment of a LIBOR Loan prior to the last date of the
applicable Interest Period, Borrower agrees that if the reinvestment rate, as
quoted by the money desk of Agent (and determined by such money desk with
respect to its cost of funds for the remaining portion of the applicable
Interest Period) ("Reinvestment Rate"), shall be lower than the LIBOR Rate
applicable to the LIBOR Loan which is intended to be prepaid (hereinafter, "Last
LIBOR"), then Borrower shall, upon written notice by Agent, promptly pay to
Agent, for the benefit of the Banks, in immediately available funds, a
prepayment fee equal to the product of (a) a rate (the"Prepayment Rate") which
shall be equal to the difference between the Last LIBOR and the Reinvestment
Rate, times (b) the principal amount of the LIBOR Loan which is to be prepaid,
times (c) (i) the number of days remaining in the Interest Period of the LIBOR
Loan which is to be prepaid divided by (ii) three hundred sixty (360).  In
addition, Borrower shall immediately pay directly to  Agent, for the account of
the Banks, the amount of any additional costs or expenses (including, without
limitation, cost of telex, wires, or cables) incurred by Agent or the Banks in
connection with the prepayment, upon Borrower's receipt of a written statement
from Agent.  Each prepayment of a LIBOR Loan shall be in the aggregate principal
amount of not less than Five Million Dollars ($5,000,000), except in the case of
a mandatory prepayment pursuant to Section 2.8 or Article III hereof.

     SECTION 2.5.   FACILITY AND OTHER FEES.

     (a) Borrower shall pay to Agent, for the ratable account of the Banks, as a
consideration for the Commitment hereunder, a facility fee from the date hereof
until the last day of the Commitment Period equal to (i) the Applicable Fee Rate
in effect on the payment date, times (ii) the average daily Total Commitment
Amount in effect during such quarter. The facility fee shall be payable
quarterly, in arrears, commencing September 30, 2000, and on the last day of
each December, March, June and September thereafter and on the last day of the
Commitment Period.

     (b) Borrower shall pay to Agent, for its sole benefit, all fees set forth
in the Agent Fee Letter.

     SECTION 2.6.   REDUCTION OF COMMITMENTS.  Borrower may at any time or from
time to time permanently reduce in whole or ratably in part the Commitment of
the Banks hereunder to an amount not less than the aggregate principal amount of
the Revolving Loans and Swing Loans then outstanding.  Borrower shall give Agent
not fewer than three (3) Business Days'

                                       20
<PAGE>

notice of any such reduction, provided that any partial reduction shall be in an
aggregate amount for all of the Banks of Five Million Dollars ($5,000,000),
increased by increments of One Million Dollars ($1,000,000). Agent shall
promptly notify each Bank of the date of each such reduction and such Bank's
proportionate share thereof. After each such reduction, the facility fees
payable hereunder shall be calculated upon the amount of the Commitment as so
reduced. If Borrower reduces in whole the Commitment of the Banks, on the
effective date of such reduction (Borrower having prepaid in full the unpaid
principal balance, if any, of the appropriate Notes, together with all interest
and facility and other fees accrued and unpaid), all of the appropriate Notes
shall be delivered to Agent marked "Canceled" and Agent shall redeliver such
Notes to Borrower. Any partial reduction of the Commitment shall be effective
during the remainder of the Commitment Period.

     SECTION 2.7.   COMPUTATION OF INTEREST AND FEES; DEFAULT RATE. With the
exception of Base Rate Loans, interest on Loans and facility and other fees and
charges hereunder shall be computed on the basis of a year having three hundred
sixty (360) days and calculated for the actual number of days elapsed. With
respect to Base Rate Loans, interest shall be computed on the basis of a year
having three hundred sixty-five (365) days or three hundred sixty-six (366)
days, as the case may be, and calculated for the actual number of days elapsed.
Anything herein to the contrary notwithstanding, if an Event of Default shall
occur hereunder, the principal of each Note and the unpaid interest thereon
shall bear interest, until paid, at the Default Rate.  In no event shall the
rate of interest hereunder exceed the maximum rate allowable by law.

      SECTION 2.8.  MANDATORY PAYMENT.  If the Revolving Credit Exposure at any
time exceeds the Total Commitment Amount, Borrower shall, as promptly as
practicable, but in no event later than the next Business Day, prepay an
aggregate principal amount of the Revolving Loans sufficient to bring the
aggregate outstanding principal amount of all Loans within the Commitment of the
Banks.  Any prepayment of a LIBOR Loan pursuant to this Section 2.8 shall be
subject to the prepayment fees set forth in Section 2.4 hereof.

     SECTION 2.9.     EXTENSION OF COMMITMENT.  Upon receipt by Agent of a
Request for Extension during any fiscal year of Borrower, contemporaneously with
the delivery of the financial statements required pursuant to Section 5.3 (b)
hereof, Borrower may request that the Banks extend the maturity of the
Commitment for an additional year.  Each such extension shall be in the sole
discretion of Agent and the Banks and shall require the unanimous written
consent of each of the Banks.  In addition, Borrower shall pay any attorneys'
fees or other expenses of Agent in connection with the documentation of any such
extension, as well as such other fees as may be agreed upon between Borrower and
the Banks.

                                       21
<PAGE>

            ARTICLE III.   ADDITIONAL PROVISIONS RELATING TO LIBOR
                       LOANS; INCREASED CAPITAL; TAXES.

     SECTION 3.1.   RESERVES OR DEPOSIT REQUIREMENTS, ETC.  If, at any time, any
law, treaty or regulation (including, without limitation, Regulation D of the
Board of Governors of the Federal Reserve System) or the interpretation thereof
by any governmental authority charged with the administration thereof or any
central bank or other fiscal, monetary or other authority shall impose (whether
or not having the force of law), modify or deem applicable any reserve and/or
special deposit requirement (other than reserves included in the Eurocurrency
Reserve Percentage, the effect of which is reflected in the interest rate(s) of
the LIBOR Loan(s) in question) against assets held by, or deposits in or for the
amount of any LIBOR Loan by, any Bank, and the result of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to such Bank
of making or maintaining hereunder such LIBOR Loan or to reduce the amount of
principal or interest received by such Bank with respect to such LIBOR Loan,
then, upon demand by such Bank, Borrower shall pay to such Bank from time to
time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional
consideration hereunder, additional amounts sufficient to fully compensate and
indemnify such Bank for such increased cost or reduced amount, assuming (which
assumption such Bank need not corroborate) such additional cost or reduced
amount was allocable to such LIBOR Loan. A certificate as to the increased cost
or reduced amount as a result of any event mentioned in this Section 3.1,
setting forth the calculations therefor, shall be promptly submitted by such
Bank to Borrower and shall, in the absence of manifest error, be conclusive and
binding as to the amount thereof. Notwithstanding any other provision of this
Agreement, after any such demand for compensation by any Bank, Borrower, upon at
least three (3) Business Days' prior written notice to such Bank through Agent,
may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base
Rate Loan regardless of the Interest Period thereof. Any such prepayment or
conversion shall be subject to the prepayment fees set forth in Section 2.4
hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy
thereof delivered to Agent) of the existence of any event that will likely
require the payment by Borrower of any such additional amount under this
Section.

     SECTION 3.2.   TAX LAW, ETC.  In the event that by reason of any law,
regulation or requirement or in the interpretation thereof by an official
authority, or the imposition of any requirement of any central bank whether or
not having the force of law, any Bank shall, with respect to this Agreement or
any transaction under this Agreement, be subjected to any tax, levy, impost,
charge, fee, duty, deduction or withholding of any kind whatsoever (other than
any tax imposed upon the total net income of such Bank) and if any such measures
or any other similar measure shall result in an increase in the cost to such
Bank of making or maintaining any LIBOR Loan or in a reduction in the amount of
principal, interest or facility fee receivable by such Bank in respect thereof,
then such Bank shall promptly notify Borrower stating the reasons therefor.
Borrower shall thereafter pay to such Bank, upon demand from time to time on
Interest Adjustment Dates with respect to such LIBOR Loan, as additional
consideration hereunder, such additional amounts as shall fully compensate such
Bank for such increased cost or reduced amount. A certificate as to any such
increased cost or reduced amount, setting forth the calculations therefor, shall
be submitted by such

                                       22
<PAGE>

Bank to Borrower and shall, in the absence of manifest error, be conclusive and
binding as to the amount thereof.

     If any Bank receives such additional consideration from Borrower pursuant
to this Section 3.2, such Bank shall use its best efforts to obtain the benefits
of any refund, deduction or credit for any taxes or other amounts on account of
which such additional consideration has been paid and shall reimburse Borrower
to the extent, but only to the extent, that such Bank shall receive a refund of
such taxes or other amounts together with any interest thereon or an effective
net reduction in taxes or other governmental charges (including any taxes
imposed on or measured by the total net income of such Bank) of the United
States or any state or subdivision thereof by virtue of any such deduction or
credit, after first giving effect to all other deductions and credits otherwise
available to such Bank. If, at the time any audit of such Bank's income tax
return is completed, such Bank determines, based on such audit, that it was not
entitled to the full amount of any refund reimbursed to Borrower as aforesaid or
that its net income taxes are not reduced by a credit or deduction for the full
amount of taxes reimbursed to Borrower as aforesaid, Borrower, upon demand of
such Bank, shall promptly pay to such Bank the amount so refunded to which such
Bank was not so entitled, or the amount by which the net income taxes of such
Bank were not so reduced, as the case may be.

     Notwithstanding any other provision of this Agreement, after any such
demand for compensation by any Bank, Borrower, upon at least three (3) Business
Days' prior written notice to such Bank through Agent, may prepay any affected
LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of
the Interest Period of any thereof. Any such prepayment or conversion shall be
subject to the prepayment fees set forth in Section 2.4 hereof.

     SECTION 3.3.   EURODOLLAR DEPOSITS UNAVAILABLE OR INTEREST RATE
UNASCERTAINABLE.  In respect of any LIBOR Loan, in the event that Agent shall
have determined that dollar deposits of the relevant amount for the relevant
Interest Period for such LIBOR Loan are not available to Agent in the applicable
eurodollar market or that, by reason of circumstances affecting such market,
adequate and reasonable means do not exist for ascertaining the LIBOR Rate
applicable to such Interest Period, as the case may be, Agent shall promptly
give notice of such determination to Borrower and (a) any notice of a new LIBOR
Loan (or conversion of an existing Loan to a LIBOR Loan) previously given by
Borrower and not yet borrowed (or converted, as the case may be) shall be deemed
a notice to make a Base Rate Loan, and (b) Borrower shall be obligated either to
prepay, or to convert to a Base Rate Loan, any outstanding LIBOR Loan on the
last day of the then current Interest Period with respect thereto.

     SECTION 3.4.   INDEMNITY.  Without prejudice to any other provisions of
this Article III, Borrower hereby agrees to indemnify each Bank against any loss
or expense that such Bank may sustain or incur as a consequence of (a) any
default by Borrower in payment when due of any amount hereunder in respect of
any LIBOR Loan, or (b) the failure by Borrower to consummate the borrowing of
any LIBOR Loan after making a request therefor, including, but not limited to,
any loss of profit, premium or penalty incurred by such Bank in respect of funds
borrowed by it for the

                                       23
<PAGE>

purpose of making or maintaining such LIBOR Loan, as determined by such Bank in
the exercise of its sole but reasonable discretion. A certificate as to any such
loss or expense shall be promptly submitted by such Bank to Borrower and shall,
in the absence of manifest error, be conclusive and binding as to the amount
thereof.

     SECTION 3.5.   CHANGES IN LAW RENDERING LIBOR LOANS UNLAWFUL. If at any
time any new law, treaty or regulation, or any change in any existing law,
treaty or regulation, or any interpretation thereof by any governmental or other
regulatory authority charged with the administration thereof, shall make it
unlawful for any Bank to fund any LIBOR Loan that it is committed to make
hereunder with moneys obtained in the eurodollar market, the commitment of such
Bank to fund such LIBOR Loan shall, upon the happening of such event forthwith
be suspended for the duration of such illegality, and such Bank shall by written
notice to Borrower and Agent declare that its commitment with respect to such
LIBOR Loan has been so suspended and, if and when such illegality ceases to
exist, such suspension shall cease and such Bank shall similarly notify Borrower
and  Agent. If any such change shall make it unlawful for any Bank to continue
in effect the funding in the applicable eurodollar market of any LIBOR Loan
previously made by it hereunder, such Bank shall, upon the happening of such
event, notify Borrower,  Agent and the other Banks thereof in writing stating
the reasons therefor, and Borrower shall, on the earlier of (a) the last day of
the then current Interest Period or (b) if required by such law, regulation or
interpretation, on such date as shall be specified in such notice, either
convert such LIBOR Loan to a Base Rate Loan or prepay such LIBOR Loan to the
Banks in full. Any such prepayment or conversion shall be subject to the
prepayment fees described in Section 2.4 hereof.

     SECTION 3.6.   FUNDING.  Each Bank may, but shall not be required to, make
LIBOR Loans hereunder with funds obtained outside the United States.

     SECTION 3.7.   CAPITAL ADEQUACY.  If any Bank shall have determined, after
the Closing Date, that the adoption of any applicable law, rule, regulation or
guideline regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its lending office) with
any request or directive regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or comparable agency, has or
would have the effect of reducing the rate of return on such Bank's capital (or
the capital of its holding company) as a consequence of its obligations
hereunder to a level below that which such Bank (or its holding company) could
have achieved but for such adoption, change or compliance (taking into
consideration such Bank's policies or the policies of its holding company with
respect to capital adequacy) by an amount deemed by such Bank to be material,
then from time to time, within fifteen (15) days after demand by such Bank (with
a copy to Agent), Borrower shall pay to such Bank such additional amount or
amounts as shall compensate such Bank (or its holding company) for such
reduction.  Each Bank shall designate a different lending office if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the judgment of such Bank, be otherwise disadvantageous to such
Bank. A certificate of any Bank claiming compensation under this Section and
setting forth the

                                       24
<PAGE>

additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error. In determining such amount, such Bank may use any
reasonable averaging and attribution methods. Failure on the part of any Bank to
demand compensation for any reduction in return on capital with respect to any
period shall not constitute a waiver of such Bank's rights to demand
compensation for any reduction in return on capital in such period or in any
other period. The protection of this Section shall be available to each Bank
regardless of any possible contention of the invalidity or inapplicability of
the law, regulation or other condition that shall have been imposed.


                      ARTICLE IV.   CONDITIONS PRECEDENT

     The obligation of the Banks to make the first Revolving Loan and of Agent
to make the first Swing Loan is subject to Borrower satisfying each of the
following conditions:

     SECTION 4.1.   NOTES.  Borrower shall have executed and delivered to each
Bank its Revolving Credit Note and shall have executed and delivered to Agent
the Swing Line Note.

     SECTION 4.2.   GUARANTIES OF PAYMENT OF DEBT. Each Guarantor of Payment
shall have executed and delivered to Agent a Guaranty of Payment.

     SECTION 4.3.   PLEDGE AGREEMENT.  Each Company that has a Foreign
Subsidiary shall have executed and delivered to Agent, for the benefit of the
Banks, a Pledge Agreement, in form and substance satisfactory to Agent, pursuant
to which such Company shall pledge to Agent, for the benefit of the Banks,
sixty-five percent (65%) of the capital stock (or other equity interest) of each
such Foreign Subsidiary, and shall have taken all such actions necessary to
grant to Agent, for the benefit of the Banks, a first preferred security
interest in such stock (or other equity interest).

     SECTION 4.4.   OFFICER'S CERTIFICATE, RESOLUTIONS, ORGANIZATIONAL
DOCUMENTS. Borrower and each Guarantor of Payment shall have delivered to each
Bank an officer's certificate certifying the names of the officers of Borrower
or such Guarantor of Payment authorized to sign the Loan Documents, together
with the true signatures of such officers and certified copies of (a) the
resolutions of the board of directors of Borrower and each Guarantor of Payment
evidencing approval of the execution and delivery of the Loan Documents and the
execution of other Related Writings to which Borrower or such Guarantor of
Payment, as the case may be, is a party, and (b) the Organizational Documents
thereto of Borrower and each Guarantor of Payment.

     SECTION 4.5.   LEGAL OPINION.  Borrower shall have delivered to Agent an
opinion of counsel for Borrower and each Guarantor of Payment, in form and
substance satisfactory to Agent and the Banks.

                                       25
<PAGE>

     SECTION 4.6.   GOOD STANDING AND FULL FORCE AND EFFECT CERTIFICATES.
Borrower shall have delivered a good standing certificate or full force and
effect certificate, as the case may be, for Borrower and each Guarantor of
Payment, issued on or about the Closing Date by the Secretary of State in the
state where Borrower or such Guarantor of Payment is incorporated or formed and
in each state in which Borrower or such Guarantor of Payment is qualified as a
foreign entity.

     SECTION 4.7.   CLOSING AND LEGAL FEES; AGENT FEE LETTER; CLOSING FEE
LETTER.  Borrower shall have (a) executed and delivered to Agent the Agent Fee
Letter and the Closing Fee Letter, (b) paid to Agent, for its sole benefit, the
fees described in the Agent Fee Letter, (c) paid to Agent, for the pro rata
benefit of the Banks, the fees described in the Closing Fee Letter, and (d) paid
all legal fees and expenses of Agent in connection with the preparation and
negotiation of the Loan Documents.

     SECTION 4.8.   LIEN SEARCHES. With respect to the property owned or leased
by Borrower and each Guarantor of Payment, Borrower shall have caused to be
delivered to Agent: (a) the results of U.C.C. lien searches, satisfactory to
Agent and the Banks, in such jurisdictions as may be requested by Agent; (b) the
results of federal and state tax lien and judicial lien searches, satisfactory
to Agent, in such jurisdictions as may be requested by Agent; and (c) U.C.C.
termination statements reflecting termination of all financing statements
previously filed by any party having a security interest not permitted under the
terms of this Agreement.

     SECTION 4.9.   TERMINATION OF EXISTING CREDIT AGREEMENT.  Borrower shall
have terminated the Credit Agreement dated as of January 26, 1999, as amended,
among Borrower, KeyBank National Association, as agent, and the banking
institutions listed on Schedule 1 attached thereto, and the commitments
established thereunder, which termination shall be deemed to have occurred upon
payment in full of the "Debt", as defined therein.

     SECTION 4.10.  NO MATERIAL ADVERSE CHANGE.  No material adverse change, in
the opinion of Agent, shall have occurred in the financial condition, operations
or prospects of the Companies since March 31, 2000.

     SECTION 4.11.  MISCELLANEOUS.  Borrower shall have provided to Agent and
the Banks such other items and shall have satisfied such other conditions as may
be reasonably required by Agent or the Banks.


                            ARTICLE V.   COVENANTS

     Borrower agrees that so long as the Commitment remains in effect and
thereafter until all of the Debt shall have been paid in full, Borrower shall
perform and observe, and shall cause each other Company to perform and observe,
each of the following provisions:

                                       26
<PAGE>

     SECTION 5.1.   INSURANCE.  Each Company shall (a) maintain insurance to
such extent and against such hazards and liabilities as is commonly maintained
by Persons similarly situated; and (b) within ten (10) days of any Bank's
written request, furnish to such Bank such information about such Company's
insurance as that Bank may from time to time reasonably request, which
information shall be prepared in form and detail satisfactory to such Bank and
certified by a Financial Officer of such Company.

     SECTION 5.2.   MONEY OBLIGATIONS.  Each Company shall pay in full (a) prior
in each case to the date when penalties would attach, all taxes, assessments and
governmental charges and levies (except only those so long as and to the extent
that the same shall be contested in good faith by appropriate and timely
proceedings and for which adequate reserves have been established in accordance
with GAAP) for which it may be or become liable or to which any or all of its
properties may be or become subject; (b) all of its wage obligations to its
employees in compliance with the Fair Labor Standards Act (29 U.S.C. 206-207) or
any comparable provisions; and (c) all of its other obligations calling for the
payment of money (except only those so long as and to the extent that the same
shall be contested in good faith and for which adequate reserves have been
established in accordance with GAAP) before such payment becomes overdue.

     SECTION 5.3.   FINANCIAL STATEMENTS.  Borrower shall furnish to each Bank:

     (a) within forty-five (45) days after the end of each of the first three
(3) quarter-annual periods of each fiscal year of Borrower, balance sheets of
Borrower as of the end of such period and statements of income (loss),
stockholders' equity and cash flow for the quarter and fiscal year to date
periods, all prepared on a Consolidated basis, in accordance with GAAP, and in
form and detail satisfactory to the Banks and certified by a Financial Officer
of Borrower;

     (b) within ninety (90) days after the end of each fiscal year of Borrower,
an annual audit report of Borrower for that year prepared on a Consolidated
basis, in accordance with GAAP, and in form and detail satisfactory to the Banks
and certified by an independent public accountant satisfactory to the Banks,
which report shall include balance sheets and statements of income (loss),
stockholders' equity and cash-flow for that period, together with a certificate
by the accountant setting forth the Defaults and Events of Default coming to its
attention during the course of its audit or, if none, a statement to that
effect;

     (c) concurrently with the delivery of the financial statements in (a) and
(b) above, a Compliance Certificate;

     (d) within ninety (90) days after the end of each fiscal year of Borrower,
annual pro-forma projections of Borrower and its Subsidiaries for the then
current fiscal year and for each fiscal year thereafter up to and including the
fiscal year that includes the last day of the Commitment Period, to be in form
acceptable to Agent;

                                       27
<PAGE>

     (e) as soon as available, copies of all notices, reports, definitive proxy
or other statements and other documents sent by Borrower to its shareholders, to
the holders of any of its debentures or bonds or the trustee of any indenture
securing the same or pursuant to which they are issued, or sent by Borrower (in
final form) to any securities exchange or over the counter authority or system,
or to the SEC or any similar federal agency having regulatory jurisdiction over
the issuance of Borrower's securities; and

     (f) within ten (10) days of any Bank's written request, such other
information about the financial condition, properties and operations of any
Company as such Bank may from time to time reasonably request, which information
shall be submitted in form and detail reasonably satisfactory to such Bank and
certified by a Financial Officer of the Company or Companies in question.

     SECTION 5.4.   FINANCIAL RECORDS.  Each Company shall at all times maintain
true and complete records and books of account including, without limiting the
generality of the foregoing, appropriate reserves for possible losses and
liabilities, all in accordance with GAAP, and at all reasonable times (during
normal business hours and upon notice to the Company in question) permit the
Banks to examine that Company's books and records and to make excerpts therefrom
and transcripts thereof.

     SECTION 5.5.   FRANCHISES.  Each Company shall preserve and maintain at all
times its existence, rights and franchises except as otherwise permitted
pursuant to Section 5.12 hereof.

     SECTION 5.6.   ERISA COMPLIANCE.  No Company shall incur any material
accumulated funding deficiency within the meaning of ERISA, or any material
liability to the PBGC, established thereunder in connection with any ERISA Plan.
Borrower shall furnish to the Banks (a) as soon as possible and in any event
within thirty (30) days after any Company knows or has reason to know that any
Reportable Event with respect to any ERISA Plan has occurred, a statement of the
Financial Officer of such Company, setting forth details as to such Reportable
Event and the action that such Company proposes to take with respect thereto,
together with a copy of the notice of such Reportable Event given to the PBGC if
a copy of such notice is available to such Company, and (b) promptly after
receipt thereof a copy of any notice such Company, or any member of the
Controlled Group may receive from the PBGC or the Internal Revenue Service with
respect to any ERISA Plan administered by such Company; provided, that this
latter clause shall not apply to notices of general application promulgated by
the PBGC or the Internal Revenue Service, except for ministerial errors or other
minor compliance errors.  Borrower shall promptly notify the Banks of any
material taxes assessed, proposed to be assessed or that Borrower has reason to
believe may be assessed against a Company by the Internal Revenue Service with
respect to any ERISA Plan. As used in this Section "material" means the measure
of a matter of significance that shall be determined as being an amount equal to
five percent (5%) of the Consolidated Net Worth of Borrower.  As soon as
practicable, and in any event within twenty (20) days, after any Company becomes
aware that an ERISA Event has occurred, such Company shall provide Bank with
notice of such ERISA Event with a certificate by a Financial Officer of such
Company setting forth the

                                       28
<PAGE>

details of the event and the action such Company or another Controlled Group
member proposes to take with respect thereto. Borrower shall, at the request of
Agent or any Bank, deliver or cause to be delivered to Agent or such Bank, as
the case may be, true and correct copies of any documents relating to the ERISA
Plan of any Company.

     SECTION 5.7.   FINANCIAL COVENANTS.

     (a) LEVERAGE RATIO.  Borrower shall not suffer or permit at any time the
Leverage Ratio to be greater than 3.00 to 1.00.

     (b) NET WORTH.  Borrower shall not suffer or permit its Consolidated Net
Worth at any time, based upon the financial statements of the Companies for the
most recently completed fiscal quarter, to fall below the current minimum amount
required, which current minimum amount required shall be Three Hundred Seventy-
Eight Million Nine Hundred Eighty-Four Thousand Dollars  ($378,984,000) on the
Closing Date through June 29, 2000, with such current minimum amount required to
be positively increased by the Increase Amount on June 30, 2000, and by an
additional Increase Amount on the last day of each fiscal quarter thereafter.
As used herein, the term "Increase Amount" shall mean an amount equal to (i)
fifty percent (50%) of the positive Consolidated Net Earnings of the Companies
for the fiscal quarter then ended, plus (ii) one hundred percent (100%) of the
proceeds from any equity offering by any Company.

     (c) FIXED CHARGE COVERAGE RATIO.  Borrower shall not suffer or permit  at
any time the Fixed Charge Coverage Ratio to be less than (i) 1.10 to 1.00 on
March 31, 2001 through June 29, 2001, (ii) 1.15 to 1.00 on June 30, 2001 through
June 29, 2002, and (iii) 1.25 to 1.00 on June 30, 2002 and thereafter.

     (d) INTEREST COVERAGE RATIO.  Borrower shall not suffer or permit at any
time the Interest Coverage Ratio to be less than (i) 2.50 to 1.00 from the
Closing Date through December 30, 2000, (ii) 2.25 to 1.00 on December 31, 2000
through March 30, 2001, (iii) 2.75 to 1.00 on March 31, 2001 through June 29,
2001, and (iv) 3.00 to 1.00 on June 30, 2001 and thereafter.

     SECTION 5.8.   BORROWING.   No Company shall create, incur or have
outstanding any Indebtedness of any kind; provided, that this Section shall not
apply to:

     (a) the Loans or any other Indebtedness incurred to Agent or the Banks
pursuant to this Agreement;

     (b) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement
has not been entered into for speculative purposes;

     (c) Indebtedness (including any capital lease obligation) secured by the
Liens described in Section 5.9(d) hereof, so long as the aggregate amount of all
such Indebtedness outstanding at any

                                       29
<PAGE>

time for all Companies does not exceed an amount equal to ten percent (10%) of
the Consolidated Net Worth of Borrower, based upon the financial statements of
Borrower for the most recently completed fiscal quarter;

     (d) loans to a Company from a Company so long as each such Company is
Borrower or a Guarantor of Payment;

     (e) Indebtedness of Borrower or any Foreign Subsidiary (including any
contingent reimbursement obligations of Borrower in connection with such
Indebtedness) incurred in connection with letters of credit (or demand
guarantees), so long as the aggregate principal amount of all such Indebtedness
does not exceed Ten Million Dollars ($10,000,000) at any time;

     (f) loans from Borrower to a Subsidiary that is not a Guarantor of Payment,
so long as (i) the aggregate amount of all such loans to such Subsidiary that is
not a Guarantor of Payment are not in excess of Fifteen Million Dollars
($15,000,000), and (ii) the aggregate amount of all such loans to all
Subsidiaries, that are not Guarantors of Payment, are not in excess of Fifty
Million Dollars ($50,000,000); or

     (g) additional unsecured Indebtedness of Borrower or a Guarantor of
Payment, to the extent not otherwise permitted pursuant to subparts (a) through
(f) hereof, up to an aggregate amount, for all such Indebtedness of Borrower and
all Guarantors of Payment, not to exceed Thirty Million Dollars ($30,000,000) at
any time.

     SECTION 5.9.   LIENS.  No Company shall create, assume or suffer to exist
any Lien upon any of its property or assets, whether now owned or hereafter
acquired; provided that this Section shall not apply to the following:

     (a) Liens for taxes not yet due or that are being actively contested in
good faith by appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP;

     (b) other statutory Liens incidental to the conduct of its business or the
ownership of its property and assets that (i) were not incurred in connection
with the borrowing of money or the obtaining of advances or credit, and (ii) do
not in the aggregate materially detract from the value of its property or assets
or materially impair the use thereof in the operation of its business;

     (c) Liens on property or assets of a Subsidiary to secure obligations of
such Subsidiary to Borrower or a Guarantor of Payment;

     (d) purchase money Liens on real estate and fixed assets securing the loans
(and capitalized leases) pursuant to Section 5.8 (c) hereof, provided that such
Lien is limited to the purchase price or the amount of the capitalized lease and
only attaches to the property being acquired or leased;

                                       30
<PAGE>

     (e) the Liens set forth on Schedule 5.9 hereto;
                                ------------

     (f) any Lien granted to Agent, for the benefit of the Banks; or

     (g) easements or other minor defects or irregularities in title of real
property not interfering in any material respect with the use of such property
in the business of any Company.

No Company shall enter into any contract or agreement (other than a contract or
agreement entered into in connection with Indebtedness permitted pursuant to
Sections 5.8 (b), (e) or (g) hereof) that would prohibit Agent or the Banks from
acquiring a security interest, mortgage or other Lien on, or a collateral
assignment of, any of the property or assets of a Company.

     SECTION 5.10.  REGULATIONS U and X.  No Company shall take any action that
would result in any non-compliance of the Loans with Regulations U and X of the
Board of Governors of the Federal Reserve System.

     SECTION 5.11.  INVESTMENTS AND LOANS.  No Company shall (a) create, acquire
or hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or
securities of any kind, (c) be or become a party to any joint venture or other
partnership without the prior written consent of Agent and the Required Banks,
(d) make or keep outstanding any advance or loan to any Person, or (e) be or
become a Guarantor of any kind; provided, that this Section shall not apply to:

     (i)    any endorsement of a check or other medium of payment for deposit or
collection through normal banking channels or similar transaction in the normal
course of business;

     (ii)   any investment in direct obligations of the United States of America
or in certificates of deposit issued by a member bank of the Federal Reserve
System;

     (iii)  any investment in commercial paper or securities that at the time
of such investment is assigned the highest quality rating in accordance with the
rating systems employed by either Moody's or Standard & Poor's;

     (iv)   the holding of (including any investments existing on the Closing
Date in) Subsidiaries listed on Schedule 6.1 hereto;
                                ------------

     (v)    loans to a Company from a Company or investments in a Company by a
Company so long as each such Company is Borrower or a Guarantor of Payment;

     (vi)   loans from Borrower to a Subsidiary that is not a Guarantor of
Payment, so long as (A) the aggregate amount of all such loans to such
Subsidiary that is not a Guarantor of Payment are not in excess of Fifteen
Million Dollars ($15,000,000), and (B) the aggregate amount of all such loans to
all Subsidiaries that are not Guarantors of Payment are not in excess of Fifty
Million Dollars ($50,000,000);

                                       31
<PAGE>

     (vii)  guarantees of Indebtedness of the Companies incurred or permitted
pursuant to this Agreement (including any guaranty of the Indebtedness permitted
pursuant to Section 5.8 hereof);

     (viii) any advance or loan to an officer or employee of a Company made
in the ordinary course of such Company's business, so long as all such advances
and loans from all Companies aggregate not more than the maximum principal sum
of Seven Million Five Hundred Thousand Dollars ($7,500,000) at any time
outstanding;

     (ix)   any Permitted Investment;

     (x)    the holding of any stock that has been acquired pursuant to an
Acquisition permitted by Section 5.13 hereof;

     (xi)   (A) the creation, acquisition or holding of any Domestic Subsidiary
so long as such Domestic Subsidiary, if required pursuant to Section 5.19
hereof, becomes a Guarantor of Payment in accordance with Section 5.19, and (B)
with the prior written consent of Agent and the Required Banks, the creation,
acquisition or holding of any Foreign Subsidiary so long as Borrower (or the
Domestic Subsidiary of Borrower that owns the stock of the Foreign Subsidiary,
as the case may be) executes and delivers a Pledge Agreement, in form and
substance satisfactory to Agent, with respect to any such Foreign Subsidiary; or

     (xii)   any investment by a Foreign Subsidiary in Borrower or any Domestic
Subsidiary.

     SECTION 5.12.  MERGER AND SALE OF ASSETS.  No Company shall merge or
consolidate with any other Person or (except as specifically permitted pursuant
to Section 5.18 hereof) sell, lease or transfer or otherwise dispose of all or a
substantial part of its assets to any Person, except that if no Default or Event
of Default shall then exist or immediately thereafter shall begin to exist:

     (a) any Subsidiary may merge or consolidate with (i) Borrower (provided
that Borrower shall be the continuing or surviving Person) or (ii) any one or
more Guarantors of Payment, provided that either (A) the continuing or surviving
Person shall be a Wholly-Owned Subsidiary that is a Guarantor of Payment, or (B)
after giving effect to any merger pursuant to this sub-clause (ii), Borrower
and/or one or more Wholly-Owned Subsidiaries that are Guarantors of Payment
shall own not less than the same percentage of the outstanding Voting Power of
the continuing or surviving Person as Borrower and/or one or more Wholly-Owned
Subsidiaries (that are Guarantors of Payment) owned of the merged Subsidiary
immediately prior to such merger;

     (b) any Subsidiary may sell, lease, transfer or otherwise dispose of any of
its assets to (i) Borrower, (ii) any Wholly-Owned Subsidiary that is a Guarantor
of Payment, or (iii) any Guarantor of Payment, of which Borrower and/or one or
more Wholly-Owned Subsidiaries, which are Guarantors of Payment, shall own not
less than the same percentage of Voting Power as

                                       32
<PAGE>

Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of
Payment) then own of the Subsidiary making such sale, lease, transfer or other
disposition;

     (c) any Company may sell (including any sale in connection with any sale-
leaseback transaction), lease, transfer or otherwise dispose of any of its
assets to any Person (in addition to any such sale, lease, transfer or disposal
to Borrower or a Guarantor of Payment) so long as the aggregate amount of all
such assets sold, leased, transferred or otherwise disposed of by all Companies
does not exceed Sixty Million Dollars ($60,000,000) for the period from the
Closing Date until the last day of the Commitment Period; or

     (d) any Foreign Subsidiary may merge or consolidate with any other Foreign
Subsidiary.

      SECTION 5.13. ACQUISITIONS.  No Company shall effect an Acquisition
unless:

     (a) no Default or Event of Default shall then exist or immediately
thereafter shall begin to exist;

     (b) the Acquisition is made by (i) Borrower or a Guarantor of Payment and
Borrower or such Guarantor of Payment is the surviving entity of such
Acquisition (in the case of a merger, consolidation or other combination) or the
Person to be acquired becomes a Guarantor of Payment promptly after such
Acquisition (in the case of the acquisition of the stock (or other equity
interest) of a Person), or (ii) a Foreign Subsidiary;

     (c) the Companies are in full compliance with the Loan Documents both prior
to and subsequent to such Acquisition;

     (d) Borrower provides to Agent and the Banks, as early as possible and, in
any event, not fewer than five (5) days prior to the date of consummation of
such Acquisition, (i) written notice of such Acquisition, and (ii) historical
financial statements of such Person and a pro forma financial statement of the
Companies accompanied by a certificate of a Financial Officer of Borrower
showing pro forma compliance with Section 5.7 hereof, both before and after such
Acquisition, and showing whether such Acquisition qualifies as a Type I
Acquisition or a Type II Acquisition.  For purposes of calculating pro forma
compliance with Section 5.7 hereof, Borrower shall exclude the value of any
assumed operating synergies; and

     (e) Borrower provides evidence to Agent and the Banks, in form and
substance satisfactory to Agent and the Required Banks, that one (1) of the
following conditions is satisfied:

          (i)   (A) the Consideration for such Acquisition is less than Twenty-
                Five Million Dollars ($25,000,000), and (B) such Acquisition
                qualifies as a Type I Acquisition;

                                       33
<PAGE>

          (ii)  (A) the Consideration for such Acquisition is greater than or
                equal to Twenty-Five Million Dollars ($25,000,000) but less than
                Fifty Million Dollars ($50,000,000), (B) such Acquisition
                qualifies as a Type I Acquisition or a Type II Acquisition, and
                (C) Borrower shall have maintained and can demonstrate
                maintenance (1) for the two (2) most recently completed
                consecutive fiscal quarters and (2) for the most recently
                completed fiscal quarter on a pro forma basis after giving
                effect to such Acquisition but without giving effect to any
                assumed operating synergies of (x) a Fixed Charge Coverage Ratio
                of no less than 1.25 to 1.00, and (y) an Interest Coverage Ratio
                of no less than 2.50 to 1.00; or

          (iii) Borrower shall have maintained and can demonstrate maintenance
                (1) for the two (2) most recently completed consecutive fiscal
                quarters and (2) for the most recently completed fiscal quarter
                on a pro forma basis after giving effect to such Acquisition but
                without giving effect to any assumed operating synergies of (A)
                a Fixed Charge Coverage Ratio of no less than 1.25 to 1.00, and
                (B) an Interest Coverage Ratio of no less than 3.00 to 1.00.

     SECTION 5.14.  STOCK REPURCHASE. Other than with respect to a Permitted
Stock Repurchase, Borrower shall not purchase any of its outstanding capital
stock ("Repurchase") unless:

     (a) no Default or Event of Default shall then exist or immediately
thereafter shall begin to exist;

     (b) Borrower shall have provided to Agent and the Banks, as early as
possible and, in any event, not fewer than five (5) days prior to the date of
such Repurchase, (i) written notice of such Repurchase, and (ii) a projected
financial statement of the Companies accompanied by a certificate of a Financial
Officer of Borrower showing projected compliance as of the end of the fiscal
quarter in which such Repurchase is to occur with (A) Section 5.7 hereof and (B)
subparts (c) or (d) of this Section 5.14;

     (c) at the end of the most recently completed fiscal quarter, Borrower
shall have maintained both (i) a Fixed Charge Coverage Ratio of no less than
1.25 to 1.00, and (ii) an Interest Coverage Ratio of no less than 2.50 to 1.00;
and

     (d) with respect to Repurchases in excess of the aggregate amount of Five
Million Dollars ($5,000,000) (aggregated for all such Repurchases since the
Closing Date), Borrower shall have maintained, for the two (2) most recently
completed fiscal quarters, both (i) a Fixed Charge Coverage Ratio of no less
than 1.25 to 1.00, and (ii) an Interest Coverage Ratio of no less than 3.00 to
1.00.

     SECTION 5.15.  CAPITAL EXPENDITURES. The Companies shall not invest in
Consolidated Capital Expenditures of more than an aggregate amount equal to
Seventy Million Dollars ($70,000,000) during the period from the Closing Date
through March 31, 2001, based upon

                                       34
<PAGE>

the financial statements of the Companies for the most recently completed four
(4) fiscal quarters.

     SECTION 5.16.  NOTICE.  Borrower shall cause a Financial Officer of
Borrower to promptly notify Agent and the Banks whenever any Default or Event of
Default may occur hereunder or any representation or warranty made in Article VI
hereof or elsewhere in this Agreement or in any Related Writing may for any
reason cease in any material respect to be true and complete.

     SECTION 5.17.  ENVIRONMENTAL COMPLIANCE.  Each Company shall comply in all
material respects with any and all Environmental Laws including, without
limitation, all Environmental Laws in jurisdictions in which any Company owns or
operates a facility or site, arranges for disposal or treatment of hazardous
substances, solid waste or other wastes, accepts for transport any hazardous
substances, solid waste or other wastes or holds any interest in real property
or otherwise. Borrower shall furnish to the Banks, promptly after receipt
thereof, a copy of any notice any Company may receive from any governmental
authority, private Person or otherwise that any material litigation or
proceeding pertaining to any environmental, health or safety matter has been
filed or is threatened against such Company, any real property in which such
Company holds any interest or any past or present operation of such Company. No
Company shall allow the release or disposal of hazardous waste, solid waste or
other wastes on, under or to any real property in which any Company holds any
interest or performs any of its operations, in violation of any Environmental
Law.  As used in this Section,"litigation or proceeding" means any demand,
claim, notice, suit, suit in equity action, administrative action, investigation
or inquiry whether brought by any governmental authority, private Person or
otherwise. Borrower shall defend, indemnify and hold Agent and the Banks
harmless against all costs, expenses, claims, damages, penalties and liabilities
of every kind or nature whatsoever (including attorneys' fees) arising out of or
resulting from the noncompliance of any Company with any Environmental Law.
Such indemnification shall survive any termination of this Agreement.

     SECTION 5.18.  AFFILIATE TRANSACTIONS.  No Company shall, or shall permit
any Subsidiary to, directly or indirectly, enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of
a Company on terms that are less favorable to such Company or such Subsidiary,
as the case may be, than those that might be obtained at the time in a
transaction with a non-Affiliate; provided, however, that the foregoing shall
not prohibit (a) the payment of customary and reasonable directors' fees to
directors who are not employees of a Company or any Affiliate of a Company; or
(b) any transaction between Borrower and a Subsidiary that Borrower reasonably
determines in good faith is beneficial to Borrower and its Affiliates as a whole
and that is not entered into for the purpose of hindering the exercise by Agent
or the Banks of their rights or remedies under this Agreement.

     SECTION 5.19.  CORPORATE NAMES.   Neither Borrower nor any Guarantor of
Payment shall change its corporate name, unless, in each case, Borrower shall
provide Agent with written notice thereof.

                                       35
<PAGE>

     SECTION 5.20.  USE OF PROCEEDS. Borrower's use of the proceeds of the Notes
shall be solely for working capital and other general corporate purposes of
Borrower and its Subsidiaries and for Acquisitions permitted pursuant to the
terms of this Agreement.

     SECTION 5.21.  SUBSIDIARY GUARANTIES.   Each  Subsidiary created, acquired
or held subsequent to the Closing Date, shall immediately execute and deliver to
Agent a Guaranty of Payment of all of the Debt, such agreement to be in form and
substance acceptable to Agent and the Required Banks, along with such corporate
governance and authorization documents and an opinion of counsel as may be
deemed necessary or advisable by Agent and the Required Banks; provided,
however, that a Subsidiary shall not be required to execute such Guaranty of
Payment if (a) (i) such Subsidiary is not a Material Subsidiary, and (ii) the
aggregate of the total assets of all such Subsidiaries that are not Material
Subsidiaries does not exceed the aggregate amount of Three Million Dollars
($3,000,000), or (b) such Subsidiary is a Foreign Subsidiary.  Borrower shall
provide Agent and the Banks with prompt written notice in the event that any
Subsidiary (that is not already a Guarantor of Payment) becomes a Material
Subsidiary.

     SECTION 5.22   PLEDGE OF STOCK OF FOREIGN SUBSIDIARIES.  Each Company that
creates, acquires or holds a Foreign Subsidiary subsequent to the Closing Date,
shall immediately execute and deliver to Agent, for the benefit of the Banks, a
Pledge Agreement, in form and substance satisfactory to Agent, pursuant to which
such Company shall pledge to Agent, for the benefit of the Banks, sixty-five
percent (65%) of the capital stock (or other equity interest) of such Foreign
Subsidiary; provided, however, that no Foreign Subsidiary shall be required to
pledge the stock or other equity interest of any other Foreign Subsidiary.

     SECTION 5.23.  AMENDMENT OF ORGANIZATIONAL DOCUMENTS.  Neither Borrower nor
any Guarantor of Payment shall amend its Organizational Documents in any manner
that would affect the validity or enforceability of any Loan Document without
the prior written consent of Agent and the Required Banks.


                 ARTICLE VI.  REPRESENTATIONS AND  WARRANTIES

     Borrower represents and warrants that the statements set forth in this
Article VI are true, correct and complete.

      SECTION 6.1.  CORPORATE EXISTENCE; FOREIGN QUALIFICATION; SUBSIDIARIES.

     (a) Each Company is an entity duly organized, validly existing, and in good
standing under the laws of its state of organization and is duly qualified and
authorized to do business and is in good standing as a foreign entity in each
jurisdiction where the character of its property or its business activities
makes such qualification necessary, except where the failure to so qualify would

                                       36
<PAGE>

not have a material adverse effect on the business, operations or condition
(financial or otherwise) of such Company.

     (b) Schedule 6.1 hereto sets forth (i) the state of organization of
         ------------
Borrower, and (ii) each state or other jurisdiction in which Borrower is
qualified to do business as a foreign corporation.

     (c) Schedule 6.1 hereto sets forth (i) each Subsidiary of Borrower and each
         ------------
Subsidiary of each Company, (ii) such Subsidiary's state of organization, (iii)
each state or other jurisdiction in which such Subsidiary is qualified to do
business as a foreign entity, and (iv) the direct or indirect ownership of
Borrower in such Subsidiary.

     SECTION 6.2.   CORPORATE AUTHORITY.  Each Company has the right and power
and is duly authorized and empowered to enter into, execute and deliver the Loan
Documents to which it is a party and to perform and observe the provisions of
the Loan Documents.  The Loan Documents to which each Company is a party have
been duly authorized and approved by such Company's Board of Directors and are
the valid and binding obligations of such Company, enforceable against such
Company in accordance with their respective terms.  The execution, delivery and
performance of the Loan Documents will not conflict with nor result in any
breach in any of the provisions of, or constitute a default under, or result in
the creation of any Lien (other than Liens permitted under Section 5.9 hereof)
upon any assets or property of any Company under the provisions of, such
Company's Organizational Documents or any agreement.

     SECTION  6.3.  COMPLIANCE WITH LAWS.  Each Company:

     (a) holds permits, certificates, licenses, orders, registrations,
franchises, authorizations, and other approvals from federal, state, local, and
foreign governmental and regulatory bodies necessary for the conduct of its
business and is in compliance with all applicable laws relating thereto, except
where a failure to do so would not have a Material Adverse Effect;

     (b) is in compliance with all federal, state, local, or foreign applicable
statutes, rules, regulations, and orders including, without limitation, those
relating to environmental protection, occupational safety and health, and equal
employment practices, except where a failure to so comply would not have a
Material Adverse Effect; and

     (c) is not in violation of or in default under any agreement to which it is
a party or by which its assets are subject or bound, except where such violation
or default would not have a Material Adverse Effect.

     SECTION 6.4.   LITIGATION AND ADMINISTRATIVE PROCEEDINGS.  Except as
disclosed on Schedule 6.4 hereto, there are (a) no lawsuits, actions,
             ------------
investigations, or other proceedings pending or threatened against any Company,
or in respect of which any Company may have any liability, in any court or
before any governmental authority, arbitration board, or other tribunal, (b) no
orders, writs, injunctions, judgments, or decrees of any court or government
agency

                                       37
<PAGE>

or instrumentality to which any Company is a party or by which the property or
assets of any Company are bound, and (c) no grievances, disputes, or
controversies outstanding with any union or other organization of the employees
of any Company, or threats of work stoppage, strike, or pending demands for
collective bargaining which, as to subsections (a) through (c) hereof, would
have or would be reasonably expected to have a Material Adverse Effect.

     SECTION 6.5.   TITLE TO ASSETS.  Each Company has good title to and
ownership of all property it purports to own, which property is free and clear
of all Liens, except those permitted under Section 5.9 hereto.  All of the stock
of each Subsidiary of each Company has been duly authorized and validly issued,
and is fully paid and non-assessable.

     SECTION 6.6.   LIENS AND SECURITY INTERESTS.  On and after the Closing
Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is no
financing statement outstanding covering any personal property of any Company,
(b) there is no mortgage outstanding covering any real property of any Company
and (c) no real or personal property of any Company is subject to any security
interest or Lien of any kind.  Except with respect to a contract or agreement
entered into in connection with Indebtedness permitted pursuant to Sections 5.8
(b), (e) or (g) hereof, no Company has entered into any contract or agreement
which exists on or after the Closing Date that would prohibit Agent or the Banks
from acquiring a security interest, mortgage or other Lien on, or a collateral
assignment of, any of the property or assets of any Company.

     SECTION 6.7.   TAX RETURNS.  All federal, state and local tax returns and
other reports required by law to be filed in respect of the income, business,
properties and employees of each Company have been filed and all taxes,
assessments, fees and other governmental charges that are due and payable have
been paid, except as otherwise permitted herein or where the failure to do so
will not cause or result in a Material Adverse Effect.  The provision for taxes
on the books of each Company is adequate for all years not closed by applicable
statutes and for the current fiscal year.

     SECTION 6.8.   ENVIRONMENTAL LAWS.  Each Company is in compliance with any
and all Environmental Laws, including, without limitation, all Environmental
Laws in all jurisdictions in which any Company owns or operates, or has owned or
operated, a facility or site, arranges or has arranged for disposal or treatment
of hazardous substances, solid waste or other wastes, accepts or has accepted
for transport any hazardous substances, solid waste or other wastes or holds or
has held any interest in real property or otherwise, except where a failure to
so comply would not have a Material Adverse Effect. No litigation or proceeding
arising under, relating to or in connection with any Environmental Law is
pending or, to the best knowledge of each Company, threatened, against any
Company, any real property in which any Company holds or has held an interest or
any past or present operation of any Company which, if determined adversely,
would have a Material Adverse Effect. No release, threatened release or disposal
of hazardous waste, solid waste or other wastes is occurring, or has occurred
(other than those that are currently being cleaned up in accordance with
Environmental Laws), on, under or to any real property in which any Company
holds any interest or performs any of its operations, in violation of any
Environmental Law. As used in this Section, "litigation or proceeding" means any
demand, claim, notice, suit, suit in equity,

                                       38
<PAGE>

action, administrative action, investigation or inquiry whether brought by any
governmental authority, private Person or otherwise.

     SECTION 6.9.   CONTINUED BUSINESS.  There exists no actual, pending, or, to
Borrower's knowledge, any threatened termination, cancellation or limitation of,
or any modification or change in the business relationship of any Company and
any customer or supplier, or any group of customers or suppliers, whose
purchases or supplies, individually or in the aggregate, are material to the
business of any Company, and there exists no present condition or state of facts
or circumstances that would have a Material Adverse Effect or prevent a Company
from conducting such business or the transactions contemplated by this Agreement
in substantially the same manner in which it was previously conducted.

     SECTION 6.10.  EMPLOYEE BENEFITS PLANS.  Schedule 6.10 hereto identifies
                                              -------------
each ERISA Plan.  No ERISA Event has occurred or is expected to occur with
respect to an ERISA Plan.  Full payment has been made of all amounts which a
Controlled Group member is required, under applicable law or under the governing
documents, to have been paid as a contribution to or a benefit under each ERISA
Plan.  The liability of each Controlled Group member with respect to each ERISA
Plan has been fully funded based upon reasonable and proper actuarial
assumptions, has been fully insured, or has been fully reserved for on its
financial statements. No changes have occurred or are expected to occur that
would cause a material increase in the cost of providing benefits under the
ERISA Plan.  With respect to each ERISA Plan that is intended to be qualified
under Code Section 401(a): (a) the ERISA Plan and any associated trust
operationally comply with the applicable requirements of Code Section 401(a);
(b) the ERISA Plan and any associated trust have been amended to comply with all
such requirements as currently in effect, other than those requirements for
which a retroactive amendment can be made within the "remedial amendment period"
available under Code Section 401(b) (as extended under Treasury Regulations and
other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan
and any associated trust have received a favorable determination letter from the
Internal Revenue Service stating that the ERISA Plan qualifies under Code
Section 401(a), that the associated trust qualifies under Code Section 501(a)
and, if applicable, that any cash or deferred arrangement under the ERISA Plan
qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at
a time for which the above-described "remedial amendment period" has not yet
expired; (d) the ERISA Plan currently satisfies the requirements of Code Section
410(b), without regard to any retroactive amendment that may be made within the
above-described "remedial amendment period"; and (e) no contribution made to the
ERISA Plan is subject to an excise tax under Code Section 4972.  With respect to
any Pension Plan, the "accumulated benefit obligation" of Controlled Group
members with respect to the Pension Plan (as determined in accordance with
Statement of Accounting Standards No. 87, "Employers' Accounting for Pensions")
does not exceed the fair market value of Pension Plan assets. The aggregate
potential amount of liability that would result if all Controlled Group members
withdrew from all Multiemployer Plans in a "complete withdrawal" (within the
meaning of ERISA Section 4203) would not exceed One Million Dollars
($1,000,000).

                                       39
<PAGE>

     SECTION 6.11.  CONSENTS OR APPROVALS.  No consent, approval or
authorization of, or filing, registration or qualification with, any
governmental authority or any other Person is required to be obtained or
completed by any Company  in connection with the execution, delivery or
performance of any of the Loan Documents to which such Company is a party, that
has not already been obtained or completed.

     SECTION 6.12.  SOLVENCY.  Borrower has received consideration that is the
reasonable equivalent value of the obligations and liabilities that Borrower has
incurred to the Banks. Borrower is not insolvent as defined in any applicable
state or federal statute, nor will Borrower be rendered insolvent by the
execution and delivery of the Loan Documents to Agent and the Banks. Borrower is
not engaged or about to engage in any business or transaction for which the
assets retained by it are or will be an unreasonably small amount of capital,
taking into consideration the obligations to Agent and the Banks incurred
hereunder. Borrower does not intend to, nor does it believe that it will, incur
debts beyond its ability to pay such debts as they mature.

     SECTION 6.13.  FINANCIAL STATEMENTS.  The Consolidated financial statements
of Borrower for the fiscal year ended March 31, 2000, furnished to Agent and the
Banks, are true and complete, have been prepared in accordance with GAAP, and
fairly present the Companies' financial condition as of the date of such
financial statements and the results of their operations for the period then
ended.  Since the date of such statements, there has been no material adverse
change in any Company's financial condition, properties or business nor any
change in any Company's accounting procedures.

     SECTION 6.14.  REGULATIONS.  Borrower is not engaged principally or as one
of its important activities, in the business of extending credit for the purpose
of purchasing or carrying any "margin stock" (within the meaning of Regulation U
of the Board of Governors of the Federal Reserve System of the United States of
America). Neither the granting of any Loan (or any conversion thereof) nor the
use of the proceeds of any Loan will violate, or be inconsistent with, the
provisions of Regulation U or X of said Board of Governors.

     SECTION 6.15.  MATERIAL AGREEMENTS.  Except as disclosed in Borrower's most
recent quarterly or annual statement required to be filed with the SEC, no
Company is a party to any material agreement which, if violated, breached, or
terminated for any reason, would have or would be reasonably expected to have a
Material Adverse Effect.

     SECTION 6.16.  INTELLECTUAL PROPERTY.  Each Company owns, possesses, or has
the right to use all of the patents, patent applications, trademarks, service
marks, copyrights, licenses, and rights with respect to the foregoing necessary
for the conduct of its business without any known conflict with the rights of
others.

     SECTION 6.17.  ACCURATE AND COMPLETE STATEMENTS.  Neither the Loan
Documents nor any written statement made by any Company in connection with any
of the Loan Documents contains any untrue statement of a material fact or omits
a material fact necessary to

                                       40
<PAGE>

make the statements contained therein or in the Loan Documents not misleading.
After due inquiry by Borrower, there is no known fact that any Company has not
disclosed to Agent and the Banks that has or would have a Material Adverse
Effect.

     SECTION 6.18.  YEAR 2000 COMPLIANCE.  Each Company's Computer Systems are
Year 2000 Compliant, except to the extent that noncompliance has not produced
and will not produce a Material Adverse Effect.


                       ARTICLE VII.   EVENTS OF DEFAULT

     Each of the following shall constitute an Event of Default hereunder:

     SECTION 7.1.   PAYMENTS.  If the principal of or interest on any Note or
any facility or other fee shall not be paid in full punctually when due and
payable.

     SECTION 7.2.   SPECIAL COVENANTS.  If any Company or any Guarantor of
Payment shall fail or omit to perform and observe Sections 5.7, 5.8, 5.9, 5.12,
5.13, 5.14 or 5.15 hereof.

     SECTION 7.3.   OTHER COVENANTS.  If  any Company or any Guarantor of
Payment shall fail or omit to perform and observe any agreement or other
provision (other than those referred to in Sections 7.1 or 7.2 hereof) contained
or referred to in this Agreement or any Related Writing that is on such
Company's or Guarantor of Payment's part, as the case may be, to be complied
with, and that Default shall not have been fully corrected within thirty (30)
days after the giving of written notice thereof to Borrower by Agent or any Bank
that the specified Default is to be remedied.

     SECTION 7.4.   REPRESENTATIONS AND WARRANTIES.  If any representation,
warranty or statement made in or pursuant to this Agreement or any Related
Writing or any other material information furnished by any Company or any
Guarantor of Payment to the Banks or any thereof or any other holder of any
Note, shall be false or erroneous in any material respect.

     SECTION 7.5.   CROSS DEFAULT.  If any Company or any Guarantor of Payment
shall default in the payment of principal or interest due and owing upon any
other obligation (other than with respect to the Debt) for borrowed money in
excess of the aggregate, for all such obligations for all such Companies and
Guarantors of Payment, of One Million Dollars ($1,000,000) beyond any period of
grace provided with respect thereto or in the performance or observance of any
other agreement, term or condition contained in any agreement under which such
obligation is created, if the effect of such default is to allow the
acceleration of the maturity of such Indebtedness or to permit the holder
thereof to cause such Indebtedness to become due prior to its stated maturity.

                                       41
<PAGE>

     SECTION 7.6.   ERISA DEFAULT.  The occurrence of one or more ERISA Events
that (a) the Required Banks determine could have a Material Adverse Effect, or
(b) results in a Lien on any of the assets of any Company.

     SECTION 7.7.   CHANGE IN CONTROL.  If any Change in Control shall occur.

     SECTION 7.8.   MONEY JUDGMENT.  A final judgment or order for the payment
of money shall be rendered against any Company or any Guarantor of Payment by a
court of competent jurisdiction, that  remains unpaid or unstayed and
undischarged for a period (during which execution shall not be effectively
stayed) of thirty (30) days after the date on which the right to appeal has
expired, provided that the aggregate of all such judgments for all such
Companies and Guarantors of Payment shall exceed Two Million Dollars
($2,000,000).

      SECTION 7.9.  VALIDITY OF LOAN DOCUMENTS.  (a) Any material provision, in
the reasonable opinion of Agent, of the Credit Agreement, any Note or any
Guaranty of Payment shall at any time for any reason cease to be valid and
binding and enforceable against Borrower or any Guarantor of Payment; (b) the
validity, binding effect or enforceability of any Loan Document against Borrower
or any Guarantor of Payment shall be contested by any Company; (c) Borrower or
any Guarantor of Payment shall deny that it has any or further liability or
obligation thereunder; or (d) any Loan Document shall be terminated, invalidated
or set aside, or be declared ineffective or inoperative or in any way cease to
give or provide to Agent and the Banks the benefits purported to be created
thereby.

     SECTION 7.10.  SOLVENCY.  If Borrower or any Guarantor of Payment shall (a)
discontinue business (except as expressly permitted pursuant to Section 5.12
hereof), (b) generally not pay its debts as such debts become due, (c) make a
general assignment for the benefit of creditors, (d) apply for or consent to the
appointment of a receiver, a custodian, a trustee, an interim trustee or
liquidator of all or a substantial part of its assets, (e) be adjudicated a
debtor or have entered against it an order for relief under Title 11 of the
United States Code, as the same may be amended from time to time, (f) file a
voluntary petition in bankruptcy or file a petition or an answer seeking
reorganization or an arrangement with creditors or seeking to take advantage of
any other law (whether federal or state) relating to relief of debtors, or admit
(by answer, by default or otherwise) the material allegations of a petition
filed against it in any bankruptcy, reorganization, insolvency or other
proceeding (whether federal or state) relating to relief of debtors, (g) suffer
or permit to continue unstayed and in effect for thirty (30) consecutive days
any judgment, decree or order entered by a court of competent jurisdiction, that
approves a petition seeking its reorganization or appoints a receiver,
custodian, trustee, interim trustee or liquidator of all or a substantial part
of its assets, or (h) take, or omit to take, any action in order thereby to
effect any of the foregoing.


                     ARTICLE VIII.   REMEDIES UPON DEFAULT

     Notwithstanding any contrary provision or inference herein or elsewhere,

                                       42
<PAGE>

     SECTION 8.1.   OPTIONAL DEFAULTS.  If any Event of Default referred to in
Section 7.1, 7.2., 7.3, 7.4, 7.5, 7.6, 7.7, 7.8 or 7.9 hereof shall occur, the
Required Banks shall have the right, in their discretion, by directing  Agent,
on behalf of the Banks, to give written notice to Borrower, to:

     (a) terminate the Commitment and the credits hereby established, if not
previously terminated, and, immediately upon such election, the obligations of
the Banks, and each thereof, to make any further Loan hereunder immediately
shall be terminated, and/or

     (b) accelerate the maturity of all of the Debt (if the Debt is not already
due and payable), whereupon all of the Debt shall become and thereafter be
immediately due and payable in full without any presentment or demand and
without any further or other notice of any kind, all of which are hereby waived
by Borrower.

     SECTION 8.2.   AUTOMATIC DEFAULTS.  If any Event of Default referred to in
Section 7.10 hereof shall occur:

     (a) all of the Commitment and the credits hereby established shall
automatically and immediately terminate, if not previously terminated, and no
Bank thereafter shall be under any obligation to grant any further Loan
hereunder, and

     (b) the principal of and interest then outstanding on all Notes, and all of
the Debt to the Banks, shall thereupon become and thereafter be immediately due
and payable in full (if the Debt is not already due and payable), all without
any presentment, demand or notice of any kind, which are hereby waived by
Borrower.

     SECTION 8.3.   OFFSETS.  If there shall occur or exist any Event of Default
referred to in Section 7.10 hereof or if the maturity of the Notes is
accelerated pursuant to Section 8.1 or 8.2 hereof, each Bank (or any affiliate
of a Bank) shall have the right at any time to set off against, and to
appropriate and apply toward the payment of, any and all Debt then owing by
Borrower to that Bank (including, without limitation, any participation
purchased or to be purchased pursuant to Section 2.1B or 8.5 hereof), whether or
not the same shall then have matured, any and all deposit balances and all other
indebtedness then held or owing by that Bank (or any affiliate of such Bank) to
or for the credit or account of Borrower, all without notice to or demand upon
Borrower or any other Person, all such notices and demands being hereby
expressly waived by Borrower.

     SECTION 8.4.   EQUALIZATION PROVISION.  Each Bank agrees with the other
Banks that if it, at any time, shall obtain any Advantage over the other Banks
or any thereof in respect of the Debt (except as to Swing Loans as set forth in
Section 2.1B hereof and except under Article III hereof), it shall purchase from
the other Banks, for cash and at par, such additional participation in the Debt
as shall be necessary to nullify the Advantage. If any such Advantage resulting
in the purchase of an additional participation as aforesaid shall be recovered
in whole or in part from the Bank receiving the Advantage, each such purchase
shall be rescinded, and the

                                       43
<PAGE>

purchase price restored (but without interest unless the Bank receiving the
Advantage is required to pay interest on the Advantage to the Person recovering
the Advantage from such Bank) ratably to the extent of the recovery. Each Bank
further agrees with the other Banks that if it at any time shall receive any
payment for or on behalf of Borrower on any indebtedness owing by Borrower to
that Bank by reason of offset of any deposit or other indebtedness, it will
apply such payment first to any and all Debt owing by Borrower to that Bank
(including, without limitation, any participation purchased or to be purchased
pursuant to this Section or any other Section of this Agreement). Borrower
agrees that any Bank so purchasing a participation from the other Banks or any
thereof pursuant to this Section may exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Bank was a direct creditor of Borrower in the amount of such
participation.


                              ARTICLE IX.    AGENT

     The Banks authorize KeyBank National Association and KeyBank National
Association hereby agrees to act as agent for the Banks in respect of this
Agreement upon the terms and conditions set forth elsewhere in this Agreement,
and upon the following terms and conditions:

     SECTION 9.1.   APPOINTMENT AND AUTHORIZATION.  Each Bank hereby irrevocably
appoints and authorizes Agent to take such action as agent on its behalf and to
exercise such powers hereunder as are delegated to Agent by the terms hereof,
together with such powers as are reasonably incidental thereto. Neither Agent
nor any of its affiliates, directors, officers, attorneys or employees shall be
liable for any action taken or omitted to be taken by it or them hereunder or in
connection herewith, except for its or their own gross negligence or willful
misconduct.

     SECTION 9.2.   NOTE HOLDERS. Agent may treat the payee of any Note as the
holder thereof until written notice of transfer shall have been filed with it,
signed by such payee and in form satisfactory to Agent.

     SECTION 9.3.   CONSULTATION WITH COUNSEL.  Agent may consult with legal
counsel selected by it and shall not be liable for any action taken or suffered
in good faith by it in accordance with the opinion of such counsel.

     SECTION 9.4.   DOCUMENTS.  Agent shall not be under any duty to examine
into or pass upon the validity, effectiveness, genuineness or value of any Loan
Documents or any other Related Writing furnished pursuant hereto or in
connection herewith or the value of any collateral obtained hereunder, and Agent
shall be entitled to assume that the same are valid, effective and genuine and
what they purport to be.

     SECTION 9.5.   AGENT AND AFFILIATES.  With respect to the Loans, Agent
shall have the same rights and powers hereunder as any other Bank and may
exercise the same as though

                                       44
<PAGE>

it were not Agent, and Agent and its affiliates may accept deposits from, lend
money to and generally engage in any kind of business with any Company or any
affiliate thereof.

     SECTION 9.6.   KNOWLEDGE OF DEFAULT.  It is expressly understood and agreed
that Agent shall be entitled to assume that no Default or Event of Default has
occurred and is continuing, unless Agent has been notified by a Bank in writing
that such Bank believes that an Default or Event of Default has occurred and is
continuing and specifying the nature thereof.

     SECTION 9.7.   ACTION BY AGENT.  So long as Agent shall be entitled,
pursuant to Section 9.6 hereof, to assume that no Default or Event of Default
shall have occurred and be continuing, Agent shall be entitled to use its
discretion with respect to exercising or refraining from exercising any rights
that may be vested in it by, or with respect to taking or refraining from taking
any action or actions that it may be able to take under or in respect of, this
Agreement. Agent shall incur no liability under or in respect of this Agreement
by acting upon any notice, certificate, warranty or other paper or instrument
believed by it to be genuine or authentic or to be signed by the proper party or
parties, or with respect to anything that it may do or refrain from doing in the
reasonable exercise of its judgment, or that may seem to it to be necessary or
desirable in the premises.

     SECTION 9.8.   NOTICES, DEFAULT, ETC.  In the event that Agent shall have
acquired actual knowledge of any Default or Event of Default, Agent shall
promptly notify the Banks and shall take such action and assert such rights
under this Agreement as the Required Banks shall direct and Agent shall inform
the other Banks in writing of the action taken. Agent may take such action and
assert such rights as it deems to be advisable, in its discretion, for the
protection of the interests of the holders of the Notes.

     SECTION 9.9.   INDEMNIFICATION OF AGENT.  The Banks agree to indemnify
Agent (to the extent not reimbursed by Borrower), ratably according to their
respective Commitment Percentages from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by or asserted against  Agent in its capacity as agent in any way
relating to or arising out of this Agreement or any Loan Document or any action
taken or omitted by Agent with respect to this Agreement or any Loan Document,
provided that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys' fees) or disbursements resulting from Agent's
gross negligence, willful misconduct or from any action taken or omitted by
Agent in any capacity other than as agent under this Agreement.

     SECTION 9.10.  SUCCESSOR AGENT.  Agent may resign as agent hereunder by
giving not fewer than thirty (30) days prior written notice to Borrower and the
Banks.  If Agent shall resign under this Agreement, then either (a) the Required
Banks shall appoint from among the Banks a successor agent ("Successor Agent")
for the Banks (with the consent of Borrower  so long as an Event of Default has
not occurred and which consent shall not be unreasonably withheld), or (b) if

                                       45
<PAGE>

a Successor Agent shall not be so appointed and approved within the thirty (30)
day period following Agent's notice to the Banks of its resignation, then Agent
shall appoint a Successor Agent that shall serve as agent until such time as the
Required Banks appoint a Successor Agent, provided, that, in the case of either
(a) or (b) above, Agent shall remain as agent hereunder until such Successor
Agent accepts the position as successor agent hereunder. Upon its appointment,
the Successor Agent shall succeed to the rights, powers and duties as agent, and
the term "Agent" shall mean such successor effective upon its appointment, and
the former agent's rights, powers and duties as agent shall be terminated
without any other or further act or deed on the part of such former agent or any
of the parties to this Agreement.


                           ARTICLE X.   MISCELLANEOUS

     SECTION 10.1.  BANKS' INDEPENDENT INVESTIGATION.  Each Bank, by its
signature to this Agreement, acknowledges and agrees that Agent has made no
representation or warranty, express or implied, with respect to the
creditworthiness, financial condition, or any other condition of any Company or
with respect to the statements contained in any information memorandum furnished
in connection herewith or in any other oral or written communication between
Agent and such Bank. Each Bank represents that it has made and shall continue to
make its own independent investigation of the creditworthiness, financial
condition and affairs of the Companies in connection with the extension of
credit hereunder, and agrees that  Agent has no duty or responsibility, either
initially or on a continuing basis, to provide any Bank with any credit or other
information with respect thereto (other than such notices as may be expressly
required to be given by Agent to the Banks hereunder), whether coming into its
possession before the granting of the first Loans hereunder or at any time or
times thereafter.

     SECTION 10.2.  NO WAIVER; CUMULATIVE REMEDIES.  No omission or course of
dealing on the part of Agent, any Bank or the holder of any Note in exercising
any right, power or remedy hereunder or under any of the Loan Documents 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 hereunder or under any of the
Loan Documents.  The remedies herein provided are cumulative and in addition to
any other rights, powers or privileges held by operation of law, by contract or
otherwise.

     SECTION 10.3.  AMENDMENTS, CONSENTS.  No amendment, modification,
termination, or waiver of any provision of any Loan Document nor consent to any
variance therefrom, shall be effective unless the same shall be in writing and
signed by the Required Banks (except that Agent may consent to the release of
any collateral or other property securing the Debt in an aggregate amount not to
exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal
year of Borrower) and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.  Anything herein
to the contrary notwithstanding, unanimous consent of the Banks shall be
required with respect to (a) any increase in the Commitment hereunder or any
part thereof, (b) the extension of maturity of the Notes, the

                                       46
<PAGE>

payment date of interest thereunder, or the payment of facility or other fees or
amounts payable hereunder, (c) any reduction in the rate of interest on the
Notes, or in any amount of principal or interest due on any Note, or the payment
of facility or other fees hereunder or any change in the manner of pro rata
application of any payments made by Borrower to the Banks hereunder, (d) any
change in any percentage voting requirement, voting rights, or the Required
Banks definition in this Agreement, (e) the release of any Guarantor of Payment
or, except as set forth in the first sentence of this Section 10.3, of any
collateral securing the Debt or any part thereof, or (f) any amendment to this
Section 10.3 or Section 8.4 hereof. In addition, Section 10.11 hereof may not be
amended without the prior written consent of any Designating Bank, as defined in
Section 10.11 hereof, affected thereby. Notice of amendments or consents
ratified by the Banks hereunder shall immediately be forwarded by Borrower to
all Banks. Each Bank or other holder of a Note shall be bound by any amendment,
waiver or consent obtained as authorized by this Section 10.3 , regardless of
its failure to agree thereto.

     SECTION 10.4.  NOTICES.  All notices, requests, demands and other
communications provided for hereunder shall be in writing and, if to Borrower,
mailed or delivered to it, addressed to it at the address specified on the
signature pages of this Agreement, if to a Bank, mailed or delivered to it,
addressed to the address of such Bank specified on the signature pages of this
Agreement, or, as to each party, at such other address as shall be designated by
such party in a written notice to each of the other parties.  All notices,
statements, requests, demands and other communications provided for hereunder
shall be given by overnight delivery or first class mail with postage prepaid by
registered or certified mail, addressed as aforesaid, or sent by facsimile with
telephonic confirmation of receipt, except that all notices hereunder shall not
be effective until received.

     SECTION 10.5.  COSTS, EXPENSES AND TAXES.  Borrower agrees to pay on demand
all costs and expenses of Agent, including, but not limited to, (a)
administration , travel and out-of-pocket expenses, including but not limited to
attorneys' fees and expenses, of Agent in connection with the preparation,
negotiation and closing of the Loan Documents and the administration of the Loan
Documents, the collection and disbursement of all funds hereunder and the other
instruments and documents to be delivered hereunder, (b) extraordinary expenses
of Agent in connection with the administration of the Loan Documents and the
other instruments and documents to be delivered hereunder, and (c) the
reasonable fees and out-of-pocket expenses of special counsel for the Banks,
with respect to the foregoing, and of local counsel, if any, who may be retained
by said special counsel with respect thereto.  Borrower also agrees to pay on
demand all costs and expenses of Agent or any Bank, including reasonable
attorneys' fees, in connection with the restructuring or enforcement of the
Debt, this Agreement or any Related Writing.  In addition, Borrower shall pay
any and all stamp and other taxes and fees payable or determined to be payable
in connection with the execution and delivery of the Loan Documents, and the
other instruments and documents to be delivered hereunder, and agrees to hold
Agent and each Bank harmless from and

                                       47
<PAGE>

against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes or fees.

     SECTION 10.6.  INDEMNIFICATION.  Borrower agrees to defend, indemnify and
hold harmless Agent and the Banks (and their respective affiliates, officers,
directors, attorneys, agents and employees) from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including attorneys' fees) or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by or asserted against  Agent
or any Bank in connection with any investigative, administrative or judicial
proceeding (whether or not such Bank or  Agent shall be designated a party
thereto) or any other claim by any Person relating to or arising out of any Loan
Document or any actual or proposed use of proceeds of the Loans or any of the
Debt, or any activities of any Company or any of their respective Affiliates;
provided that no Bank nor Agent shall have the right to be indemnified under
this Section for its own gross negligence or willful misconduct as determined by
a court of competent jurisdiction.  All obligations provided for in this Section
10.6 shall survive any termination of this Agreement.

     SECTION 10.7.  OBLIGATIONS SEVERAL; NO FIDUCIARY OBLIGATIONS.  The
obligations of the Banks hereunder are several and not joint. Nothing contained
in this Agreement and no action taken by Agent or the Banks pursuant hereto
shall be deemed to constitute the Banks a partnership, association, joint
venture or other entity. No default by any Bank hereunder shall excuse the other
Banks from any obligation under this Agreement; but no Bank shall have or
acquire any additional obligation of any kind by reason of such default. The
relationship among Borrower and the Banks with respect to the Loan Documents and
the Related Writings is and shall be solely that of debtor and creditors,
respectively, and neither Agent nor any Bank has any fiduciary obligation toward
Borrower with respect to any such documents or the transactions contemplated
thereby.

     SECTION 10.8.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.

     SECTION 10.9.  BINDING EFFECT; BORROWER'S ASSIGNMENT.  This Agreement shall
become effective when it shall have been executed by Borrower, Agent and by each
Bank and thereafter shall be binding upon and inure to the benefit of Borrower,
Agent and each of the Banks and their respective successors and assigns, except
that Borrower shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of Agent and all of the Banks.

      SECTION 10.10.     BANK ASSIGNMENTS/PARTICIPATIONS.

                                       48
<PAGE>

      A.  Assignments of Commitments.  Each Bank shall have the right at any
time or times to assign to another financial institution, without recourse, all
or a percentage of all of the following: (a) that Bank's Commitment, (b) all
Loans made by that Bank, and (c) that Bank's Notes, and any participation
purchased pursuant to Section 2.1B or Section 8.5 hereof; provided, however, in
each such case, that the assignor and the assignee shall have complied with the
following requirements:

          (i)    Prior Consent. No assignment may be consummated pursuant to
     this Section 10.10 without the prior written consent of Borrower and Agent
     (other than an assignment by any Bank to (A) any affiliate of such Bank
     which affiliate is either wholly-owned by such Bank or is wholly-owned by a
     Person that wholly owns, either directly or indirectly, such Bank or (B)
     another Bank), which consent of Borrower and Agent shall not be
     unreasonably withheld; provided, however, that, Borrower's consent shall
     not be required if, at the time of the proposed assignment, any Default or
     Event of Default shall then exist. Anything herein to the contrary
     notwithstanding, any Bank may at any time make a collateral assignment of
     all or any portion of its rights under the Loan Documents to a Federal
     Reserve Bank, and no such assignment shall release such assigning Bank from
     its obligations hereunder;

          (ii)   Minimum Amount.  Each such assignment shall be in a minimum
     amount of the lesser of Five Million Dollars ($5,000,000) of the assignor's
     Commitment and interest herein or the entire amount of the assignor's
     Commitment and interest herein;

          (iii)  Assignment Fee; Assignment Agreement.  Unless the assignment
     shall be to an affiliate of the assignor or the assignment shall be due to
     merger of the assignor or for regulatory purposes, either the assignor or
     the assignee shall remit to Agent, for its own account, an administrative
     fee of Three Thousand Five Hundred Dollars ($3,500).  Unless the assignment
     shall be due to merger of the assignor or a collateral assignment for
     regulatory purposes, the assignor shall (A) cause the assignee to execute
     and deliver to Borrower and Agent an Assignment Agreement, and (B) execute
     and deliver, or cause the assignee to execute and deliver, as the case may
     be, to Agent such additional amendments, assurances and other writings as
     Agent may reasonably require; and

          (iv)   Non-U.S. Assignee.  If the assignment is to be made to an
     assignee which is organized under the laws of any jurisdiction other than
     the United States or any state thereof, the assignor Bank shall cause such
     assignee, at least five (5) Business Days prior to the effective date of
     such assignment, (A) to represent to the assignor Bank (for the benefit of
     the assignor Bank, Agent and Borrower) that under applicable law and
     treaties no taxes will be required to be withheld by Agent, Borrower or the
     assignor with respect to any payments to be made to such assignee in
     respect of the Loans hereunder, (B) to furnish to the assignor (and, in the
     case of any assignee registered in the Register (as defined below), Agent
     and Borrower) either(1) U.S. Internal Revenue Service Form 4224 or U.S.
     Internal Revenue

                                       49
<PAGE>

     Service Form 1001 or (2) United States Internal Revenue Service Form W-8 or
     W-9, as applicable (wherein such assignee claims entitlement to complete
     exemption from U.S. federal withholding tax on all interest payments
     hereunder), and (C) to agree (for the benefit of the assignor, Agent and
     Borrower) to provide the assignor Bank (and, in the case of any assignee
     registered in the Register, Agent and Borrower) a new Form 4224 or Form
     1001 or Form W-8 or W-9, as applicable, upon the expiration or obsolescence
     of any previously delivered form and comparable statements in accordance
     with applicable U.S. laws and regulations and amendments duly executed and
     completed by such assignee, and to comply from time to time with all
     applicable U.S. laws and regulations with regard to such withholding tax
     exemption.

     Upon satisfaction of the requirements specified in clauses (i) through (iv)
above, Borrower shall execute and deliver (A) to Agent, the assignor and the
assignee, any consent or release (of all or a portion of the obligations of the
assignor) required to be delivered by Borrower in connection with the Assignment
Agreement, and (B) to the assignee, an appropriate Note or Notes.  After
delivery of the new Note or Notes, the assignor's Note or Notes being replaced
shall be returned to Borrower marked "replaced".

     Upon satisfaction of the requirements of set forth in (i) through (iv), and
any other condition contained in this Section 10.10A, (A) the assignee shall
become and thereafter be deemed to be a "Bank" for the purposes of this
Agreement, (B) in the event that the assignor's entire interest has been
assigned, the assignor shall cease to be and thereafter shall no longer be
deemed to be a "Bank" and (C) the signature pages hereto and Schedule 1 hereto
                                                             ----------
shall be automatically amended, without further action, to reflect the result of
any such assignment.

     Agent shall maintain at its address referred to in Section 10.4 hereof a
copy of each Assignment Agreement delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Banks and the
Commitment of, and principal amount of the Loans owing to, each Bank from time
to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and Borrower, Agent and the Banks may treat each financial
institution whose name is recorded in the Register as the owner of the Loan
recorded therein for all purposes of this Agreement. The Register shall be
available for inspection by Borrower or any Bank at any reasonable time and from
time to time upon reasonable prior notice.

      B.  Sale of Participations.  Each Bank shall have the right at any time or
times, without the consent of Agent or Borrower, to sell one or more
participations or  sub-participations to a financial institution, as the case
may be, in all or any part of (a) that Bank's Commitment, (b) that Bank's
Commitment Percentage, (c) any Loan made by that Bank, and (d) any Note
delivered to that Bank pursuant to this Agreement,  and any participation, if
any, purchased pursuant to Section 2.1B or Section 8.5 hereof or this Section
10.10B.

                                       50
<PAGE>

     The provisions of Article III and Section 10.6 shall inure to the benefit
of each purchaser of a participation or sub-participation and Agent shall
continue to distribute payments pursuant to this Agreement as if no
participation has been sold.

     If any Bank shall sell any participation or sub-participation, that Bank
shall, as between itself and the purchaser, retain all of its rights (including,
without limitation, rights to enforce against the Borrower the Loan Documents
and the Related Writings) and duties pursuant to the Loan Documents and the
Related Writings, including, without limitation, that Bank's right to approve
any waiver, consent or amendment pursuant to Section 10.3, except if and to the
extent that any such waiver, consent or amendment would:

     (i) reduce any fee or commission allocated to the participation or sub-
     participation, as the case may be,

     (ii) reduce the amount of any principal payment on any Loan allocated to
     the participation or sub-participation, as the case may be, or reduce the
     principal amount of any Loan so allocated or the rate of interest payable
     thereon, or

     (iii)     extend the time for payment of any amount allocated to the
     participation or sub-participation, as the case may be.

     No participation or sub-participation shall operate as a delegation of any
duty of the seller thereof.  Under no circumstance shall any participation or
sub-participation be deemed a novation in respect of all or any part of the
seller's obligations pursuant to this Agreement.

      SECTION 10.11.     DESIGNATION.

     (a) Notwithstanding anything in this Agreement to the contrary, any Bank (a
"Designating Bank") may grant to one or more special purpose funding vehicles
(each an "SPV"), identified in writing from time to time by such Designating
Bank to Agent and Borrower, the option to provide to Borrower all or any part of
any Loan that such Designating Bank would otherwise be obligated to make to
Borrower pursuant to this Agreement; provided that (i) nothing in this Section
shall constitute a commitment by any SPV to make any Loan, and (ii) if an SPV
designated by a Designating Bank to make Loans elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, such
Designating Bank shall still be obligated to make such Loan pursuant to the
terms hereof.  The making of a Loan by an SPV hereunder shall reduce the
availability under the Revolving Credit Commitment of the Designating Bank to
the same extent, and as if, such Loan were made by such Designating Bank.

     (b) As to any Loans or portion thereof made by an SPV, each such SPV shall
have all of the rights that a Bank making such Loans or portion thereof would
have under this Agreement; provided, however, that each SPV shall have granted
its Designating Bank an irrevocable power of attorney to deliver and receive all
communications and notices under this Agreement and any other Loan Document and
to exercise, in its reasonable discretion, on behalf of such SPV, all of such
SPV's voting rights under this Agreement.  No additional Note shall be required
to evidence the

                                       51
<PAGE>

Loans or portion thereof made by an SPV and the Designating Bank shall be deemed
to hold its Note as agent for such SPV to the extent of the Loans or portion
thereof funded by such SPV. In addition, any payments for the account of any SPV
shall be paid to its respective Designating Bank as agent for such SPV.

     (c) Agent, Borrower and the Banks agree that no SPV shall be liable for an
indemnity or payment under this Agreement for which a Bank would otherwise be
liable and the Designating Bank shall remain liable for its Commitment
Percentage of such indemnity or payment to the extent such Designating Bank
would otherwise be liable.  In furtherance of the foregoing, Agent, Borrower and
each of the Banks hereby agree (which agreement shall survive the termination of
this Agreement) that, prior to the date that is one year and one day after the
payment in full of all of the outstanding commercial paper or other senior
indebtedness of any SPV, none of Agent, Borrower or any Bank shall institute
against, or join any other Person in instituting against, such SPV any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under the laws of the United States or any State thereof.

     (d) In addition, notwithstanding anything to the contrary contained in this
Section 10.11, or otherwise in this Agreement, any SPV may (i) at any time and
without paying any processing fee therefor, assign (or grant a participation in)
all or a portion of its interest in any Loans to its Designating Bank or to any
financial institution providing liquidity and/or credit support to or for the
account of such SPV to support the funding or maintenance of Loans, and (ii)
disclose on a confidential basis any non-public information relating to the
Loans made by such SPV to any rating agency, commercial paper dealer or provider
of any surety, guarantee or credit or liquidity enhancements to such SPV.  This
Section 10.11 may not be amended without the prior written consent of any
Designating Bank affected thereby.

     SECTION 10.12. SEVERABILITY OF PROVISIONS; CAPTIONS; ATTACHMENTS. Any
provision of this Agreement that 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. The several captions to Sections and subsections
herein are inserted for convenience only and shall be ignored in interpreting
the provisions of this Agreement. Each schedule or exhibit attached to this
Agreement shall be incorporated herein and shall be deemed to be a part hereof.

     SECTION 10.13. INVESTMENT PURPOSE.  Each of the Banks represents and
warrants to Borrower that it is entering into this Agreement with the present
intention of acquiring any Note issued pursuant hereto for investment purposes
only and not for the purpose of distribution or resale, it being understood,
however, that each Bank shall at all times retain full control over the
disposition of its assets.

     SECTION 10.14. ENTIRE AGREEMENT.  This Agreement, any Note and any other
Loan Document or other agreement, document or instrument attached hereto or
executed on or as of the Closing Date integrate all the terms and conditions
mentioned herein or incidental hereto and

                                       52
<PAGE>

supersede all oral representations and negotiations and prior writings with
respect to the subject matter hereof.

     SECTION 10.15. GOVERNING LAW; SUBMISSION TO JURISDICTION.  This Agreement,
each of the Notes and any Related Writing shall be governed by and construed in
accordance with the laws of the State of Ohio and the respective rights and
obligations of Borrower and the Banks shall be governed by Ohio law, without
regard to principles of conflict of laws. Borrower hereby irrevocably submits to
the non-exclusive jurisdiction of any Ohio state or federal court sitting in
Cleveland, Ohio, over any action or proceeding arising out of or relating to
this Agreement, the Debt or any Related Writing, and Borrower hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such Ohio state or federal court.  Borrower, on behalf of itself
and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted
by law, any objection it may now or hereafter have to the laying of venue in any
action or proceeding in any such court as well as any right it may now or
hereafter have to remove such action or proceeding, once commenced, to another
court on the grounds of FORUM NON CONVENIENS or otherwise.  Borrower agrees that
a final, nonappealable judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.

     SECTION 10.16. LEGAL REPRESENTATION OF PARTIES.  The Loan Documents were
negotiated by the parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring this Agreement or any
other Loan Document to be construed or interpreted against any party shall not
apply to any construction or interpretation hereof or thereof.

                 [Remainder of page intentionally left blank.]

                                       53
<PAGE>

     SECTION 10.17. JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR
ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

Address:  5960 Heisley Road              STERIS CORPORATION
          Mentor, Ohio 44060
          Attention: Chief Financial     By: /s/ Laurie Brlas
               Officer                      -----------------------------------
                                            Laurie Brlas, Senior Vice President
                                            and Chief Financial Officer


                                         By: /s/ Les C. Vinney
                                            -----------------------------------
                                            Les C. Vinney, President and Chief
                                            Operating Officer


Address:  Key Tower                      KEYBANK NATIONAL ASSOCIATION,
          127 Public Square                as Agent and as a Bank
          Cleveland, Ohio  44114
          Attention: Large Corporate     By: /s/ J.T. Taylor
               Banking Division             -----------------------------------
                                            J.T. Taylor, Vice President


Address:  600 Superior Avenue            BANK ONE, MICHIGAN
          Cleveland, Ohio  44114-2650      as a Bank and as Syndication Agent
          Attention:
               Babette Casey Coerdt      By: /s/ Babette Casey Coerdt
                                            -----------------------------------
                                            Babette Casey Coerdt,
                                            Managing Director


Address:  135 South LaSalle Street       LASALLE BANK NATIONAL ASSOCIATION,
          Chicago, Illinois 60603          as a Bank and as Documentation Agent
          Attention: Roy Hasbrook
                                         By: /s/ Jeffrey L. Miller
                                            -----------------------------------
                                            Vice President

                                       54
<PAGE>

Address:  1900 East Ninth Street         NATIONAL CITY BANK
          7th Floor, Locator: 2077
          Cleveland, Ohio 44114
          Attention: Large Corporate     By: /s/ Robert S. Coleman
               Group                        -----------------------------------
                                            Robert S. Coleman, Vice President
                                            and Senior Lending Officer


Address:  One Cleveland Center           PNC BANK, NATIONAL ASSOCIATION
          1375 E. 9th Street, Ste. 1250
          Cleveland, Ohio  44114
          Attention:  Corporate Banking  By: /s/ Bryon A. Pike
                                            -----------------------------------
                                            Bryon A. Pike, Vice President


Address:  One Wall Street                THE BANK OF NEW YORK
          8th Floor
          NY, NY 10286                   By: /s/ Jonathan Rollins
                                            -----------------------------------
          Attention: Corporate Banking      Jonathan Rollins, Vice President



Address:  111 West Monroe                 HARRIS TRUST AND SAVINGS BANK
          Floor 10W
          Chicago, IL 60603
                                          By: /s/ Kirby M. Law
                                             ----------------------------------
          Attention: Corporate Banking       Kirby M. Law, Vice President

                                       55
<PAGE>

                                  SCHEDULE 1
                                                                 REVOLVING
                                                                   CREDIT
                                           COMMITMENT            COMMITMENT
BANKING INSTITUTIONS                       PERCENTAGE              AMOUNT
--------------------                       -----------          ------------

KeyBank National                                27.69%          $ 90,000,000
 Association
Bank One, Michigan                              18.46%          $ 60,000,000
LaSalle Bank National Association               15.38%          $ 50,000,000
National City Bank                              10.77%          $ 35,000,000
PNC Bank, National Association                  10.77%          $ 35,000,000
Harris Trust and Savings Bank                   10.77%          $ 35,000,000
The Bank of New York                             6.16%          $ 20,000,000

                                               100.00%
Total Commitment Amount                                         $325,000,000

                                       56
<PAGE>

                                   SCHEDULE 2

                             GUARANTORS OF PAYMENT

Medical & Environmental Designs, Inc., a Missouri corporation
Ecomed, Inc., an Indiana corporation
American Sterilizer Company, a Pennsylvania corporation
STERIS International Sales Corporation, a Delaware corporation
STERIS Europe, Inc., a Delaware corporation
STERIS Asia Pacific, Inc., a Delaware corporation
STERIS Latin America, Inc., a Delaware corporation
STERIS Inc., a Delaware corporation
STERIS USA Distribution Corporation, an Ohio corporation
HTD Holding Corp., a Delaware corporation
HSTD LLC, a Delaware limited liability company
Hausted, Inc., a Delaware corporation
Isomedix Inc., a Delaware corporation
Isomedix Operations Inc., a Delaware corporation
Isomedix (Puerto Rico), Inc., a Delaware corporation
Global Risk Management Insurance Company, Ltd., a Barbados corporation
STERIS FoodLabs, Inc., a Kansas corporation

                                      57
<PAGE>

                                   EXHIBIT A

                             REVOLVING CREDIT NOTE

$                                                                Cleveland, Ohio
 ---------                                                         June 19, 2000

     FOR VALUE RECEIVED, the undersigned, STERIS CORPORATION, an Ohio
corporation ("Borrower"), promises to pay on the last day of the Commitment
Period, as defined in the Credit Agreement (as hereinafter defined), to the
order of               ("Bank") at the Main Office of KEYBANK NATIONAL
        ---------------
ASSOCIATION, as Agent, 127 Public Square, Cleveland, Ohio 44114-1306 the
principal sum of

 .......................................................................  DOLLARS

or the aggregate unpaid principal amount of all Revolving Loans made by Bank to
Borrower pursuant to Section 2.1A of the Credit Agreement, whichever is less, in
lawful money of the United States of America.  As used herein,"Credit Agreement"
means the Credit Agreement dated as of June 19, 2000, among Borrower, the banks
named therein and KeyBank National Association, as Agent, as the same may from
time to time be amended, restated or otherwise modified.  Capitalized terms used
herein shall have the meanings ascribed to them in the Credit Agreement.

     Borrower also promises to pay interest on the unpaid principal amount of
each Revolving Loan from time to time outstanding, from the date of such
Revolving Loan until the payment in full thereof, at the rates per annum which
shall be determined in accordance with the provisions of Section 2.1A of the
Credit Agreement.  Such interest shall be payable on each date provided for in
such Section 2.1A; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.

     The portions of the principal sum hereof from time to time representing
Base Rate Loans and LIBOR Loans, and payments of principal of any thereof, shall
be shown on the records of Bank by such method as Bank may generally employ;
provided, however, that failure to make any such entry shall in no way detract
from Borrower's obligations under this Note.

     If this Note shall not be paid at maturity, whether such maturity occurs by
reason of lapse of time or by operation of any provision for acceleration of
maturity contained in the Credit Agreement, the principal hereof and the unpaid
interest thereon shall bear interest, until paid, at a rate per annum equal to
the Default Rate. All payments of principal of and interest on this Note shall
be made in immediately available funds.

     This Note is one of the Revolving Credit Notes referred to in the Credit
Agreement. Reference is made to the Credit Agreement for a description of the
right of the undersigned to

                                       58
<PAGE>

anticipate payments hereof, the right of the holder hereof to declare this Note
due prior to its stated maturity, and other terms and conditions upon which this
Note is issued.

     Except as expressly provided in the Credit Agreement, Borrower expressly
waives presentment, demand, protest and notice of any kind.

     JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF, ARISING
OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS RELATED THERETO.

                                    STERIS CORPORATION


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

                                    And:
                                        --------------------------------
                                    Title:
                                          ------------------------------

                                       59
<PAGE>

                                   EXHIBIT B

                                SWING LINE NOTE

$25,000,000                                                      Cleveland, Ohio
                                                                   June 19, 2000

     FOR VALUE RECEIVED, the undersigned, STERIS CORPORATION, an Ohio
corporation ("Borrower"), promises to pay to the order of KEYBANK NATIONAL
ASSOCIATION ("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION, as
Agent, 127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of

TWENTY-FIVE MILLION AND 00/100 ......................................... DOLLARS

or, if less, the aggregate unpaid principal amount of all Swing Loans, as
defined in the Credit Agreement (as hereinafter defined) made by Bank to
Borrower pursuant to Section 2.1B of the Credit Agreement, in lawful money of
the United States of America on the earlier of the last day of the Commitment
Period, as defined in the Credit Agreement, or, with respect to each Swing Loan,
the Swing Loan Maturity Date applicable thereto.  As used herein, "Credit
Agreement" means the Credit Agreement dated as of June 19, 2000, among Borrower,
the banks named therein and KeyBank National Association, as Agent, as the same
may from time to time be amended, restated or otherwise modified. Capitalized
terms used herein shall have the meanings ascribed to them in the Credit
Agreement.

     Borrower also promises to pay interest on the unpaid principal amount of
each Swing Loan from time to time outstanding, from the date of such Swing Loan
until the payment in full thereof, at the rates per annum which shall be
determined in accordance with the provisions of Section 2.1B of the Credit
Agreement.  Such interest shall be payable on each date provided for in Section
2.1B; provided, however, that interest on any principal portion which is not
paid when due shall be payable on demand.

     The principal sum hereof from time to time and the payments of principal
and interest thereon of either hereof, shall be shown on the records of Bank by
such method as Bank may generally employ; provided, however, that failure to
make any such entry shall in no way detract from Borrower's obligations under
this Note.

     If this Note shall not be paid at maturity, whether such maturity occurs by
reason of lapse of time or by operation of any provision for acceleration of
maturity contained in the Credit Agreement, the principal hereof and the unpaid
interest thereon shall bear interest, until paid, at a rate per annum equal to
the Default Rate. All payments of principal of and interest on this Note shall
be made in immediately available funds.

                                       60
<PAGE>

     This Note is the Swing Line Note referred to in the Credit Agreement.
Reference is made to the Credit Agreement for a description of the right of the
undersigned to anticipate payments hereof, the right of the holder hereof to
declare this Note due prior to its stated maturity, and other terms and
conditions upon which this Note is issued.

     Except as expressly provided in the Credit Agreement, Borrower expressly
waives presentment, demand, protest and notice of any kind.

     JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF, ARISING
OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS RELATED THERETO.

                                    STERIS CORPORATION


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

                                    And:
                                        ----------------------------
                                    Title:
                                          --------------------------

                                       61
<PAGE>

                                   EXHIBIT C

                             COMPLIANCE CERTIFICATE

                                   For Fiscal Quarter ended ____________________

THE UNDERSIGNED HEREBY CERTIFY THAT:

     (1) I am the duly elected President or Chief Financial Officer of STERIS
CORPORATION, an Ohio corporation ("Borrower");

     (2) I am familiar with the terms of that certain Credit Agreement, dated as
of June 19, 2000, among the undersigned, the Banks, as defined in the Credit
Agreement, and KeyBank National Association, as Agent (as the same may from time
to time be amended, restated or otherwise modified, the "Credit Agreement", the
terms defined therein and not otherwise defined in this Certificate being used
herein as therein defined), and the terms of the other Loan Documents, and I
have made, or have caused to be made under my supervision, a review in
reasonable detail of the transactions and condition of Borrower and its
Subsidiaries during the accounting period covered by the attached financial
statements;

     (3) The review described in paragraph (2) above did not disclose, and I
have no knowledge of, the existence of any condition or event that constitutes
or constituted a Default or an Event of Default, at the end of the accounting
period covered by the attached financial statements or as of the date of this
Certificate;

     (4) Borrower hereby represents that the representations and warranties made
by the Borrower contained in each Loan Document are true and correct as though
made on and as of the date hereof; and,

     (5) Set forth on Attachment I hereto are calculations of the financial
covenants set forth in Sections 5.7, 5.14 and 5.15 of the Credit Agreement,
which calculations show compliance with the terms thereof.

     IN WITNESS WHEREOF, I have signed this certificate the ___ day of
_________, 20___.

                                    STERIS CORPORATION

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

                                       62
<PAGE>

                                   EXHIBIT D

                                 NOTICE OF LOAN

                                                 _______________________, 20____

KeyBank National Association, as Agent
127 Public Square
Cleveland, Ohio 44114-0616
Attention:

Ladies and Gentlemen:

     The undersigned, STERIS CORPORATION, refers to the Credit Agreement, dated
as of June 19, 2000 (as the same may from time to time be amended, restated or
otherwise modified, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, the Banks, as defined in the
Credit Agreement, and KeyBank National Association, as Agent, and hereby gives
you notice, pursuant to Section 2.2 of the Credit Agreement that the undersigned
hereby requests a Loan under the Credit Agreement, and in connection therewith
sets forth below the information relating to the Loan (the "Proposed Loan") as
required by Section 2.2 of the Credit Agreement:

     (a) The Business Day of the Proposed Loan is __________, 20___.

     (b) The amount of the Proposed Loan is $_______________.

     (c) The Proposed Loan is to be a Revolving Loan____/Swing Loan_____. (Check
         one.)

     (d) If applicable, the Proposed Loan is to be a Base Rate Loan ____ /LIBOR
         Loan ___.
         (Check one.)

     (e) If the Proposed Loan is a LIBOR Loan, the Interest Period requested is
         one month ___, two months ___, three months ___, six months ____
         (Check one.)

     The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the Proposed Loan:

          (i) the representations and warranties contained in each Loan Document
     are correct, before and after giving effect to the Proposed Loan and the
     application of the proceeds therefrom, as though made on and as of such
     date;

                                       63
<PAGE>

          (ii) no event has occurred and is continuing, or would result from
     such Proposed Loan, or the application of proceeds therefrom, which
     constitutes a Default or an Event of Default; and

          (iii)  the conditions set forth in Section 2.2 and Article IV of the
     Credit Agreement have been satisfied.

                                    Very truly yours,

                                    STERIS CORPORATION

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

                                       64
<PAGE>

                                   EXHIBIT E

                             REQUEST FOR EXTENSION

                              [Date]_______________________, _____

KeyBank National Association, as Agent
127 Public Square
Cleveland, Ohio 44114
Attention:
          -----------------------

Ladies and Gentlemen:

     The undersigned, STERIS CORPORATION, refers to the Credit Agreement, dated
as of June 19, 2000 (as the same may from time to time be amended, restated or
otherwise modified, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, the Banks, as defined in the
Credit Agreement, and KeyBank National Association, as Agent, and hereby gives
you notice, pursuant to Section 2.9 of the Credit Agreement that the undersigned
hereby requests an extension as set forth below (the "Extension") under the
Credit Agreement, and in connection with the Extension sets forth below the
information relating to the Extension as required by Section 2.9 of the Credit
Agreement.

     The undersigned hereby requests Bank to extend the Commitment Period from
______________ _____, 20___ to ________________ _____, 20___.

     The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the Extension: (i) the
representations and warranties contained in each Loan Document are correct,
before and after giving effect to the Extension and the application of the
proceeds therefrom, as though made on and as of such date; (ii) no event has
occurred and is continuing, or would result from such Extension, or the
application of proceeds therefrom, which constitutes a Default or an Event of
Default; and (iii) the conditions set forth in Section 2.2 and Article IV of the
Credit Agreement have been satisfied.

                                    Very truly yours,

                                    STERIS CORPORATION

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

                                       65
<PAGE>

                                   EXHIBIT F

                                    FORM OF

                      ASSIGNMENT  AND ACCEPTANCE AGREEMENT

     This Assignment and Acceptance Agreement (this "Assignment Agreement")
between ______________________ (the "Assignor") and ______________________ (the
"Assignee") is dated as of ________, 20___.  The parties hereto agree as
follows:

     1.   Preliminary Statement.  Assignor is a party to a Credit Agreement,
          ---------------------
dated as of June 19, 2000 (which, as the same may from time to time be amended,
restated or otherwise modified is herein called the "Credit Agreement"), among
STERIS CORPORATION, an Ohio corporation ("Borrower"), the banking institutions
named on Schedule 1 thereto (collectively, "Banks" and, individually, "Bank"),
         ----------
and KEYBANK NATIONAL ASSOCIATION, as agent for the Banks ("Agent").  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
attributed to them in the Credit Agreement.

     2.   Assignment and Assumption.  Assignor hereby sells and assigns to
          -------------------------
Assignee, and Assignee hereby purchases and assumes from Assignor, an interest
in and to Assignor's rights and obligations under the Credit Agreement,
effective as of the Assignment Effective Date (as hereinafter defined), equal to
the percentage interest specified on Annex 1 hereto (hereinafter, "Assignee's
                                     -------
Percentage") of Assignor's right, title and interest in and to (a) the
Commitment of Assignor as set forth on Annex 1 (hereinafter, "Assigned Amount"),
                                       -------
(b) any Loan made by Assignor which is outstanding on the Assignment Effective
Date, (c) any Note delivered to Assignor pursuant to the Credit Agreement, and
(d) the Credit Agreement and the other Related Writings.  After giving effect to
such sale and assignment and on and after the Assignment Effective Date,
Assignee shall be deemed to have a "Commitment Percentage" under the Credit
Agreement equal to the Commitment Percentage set forth in subparts I.C on Annex
                                                                          -----
1 hereto.
-

     3.   Assignment Effective Date.  The Assignment Effective Date (the
          -------------------------
"Assignment Effective Date") shall be the earlier of ___________ ____, 20___ or
the date upon which the following conditions precedent have been satisfied:

     (a) receipt by Agent of  this Assignment Agreement, including Annex 1
                                                                   -------
hereto, properly executed by Assignor and Assignee and accepted and consented to
by Agent and, if necessary pursuant to the provisions of Section 10.10(A)(i) of
the Credit Agreement, by Borrower;

     (b) receipt by Agent from Assignor of a fee of Three Thousand Five Hundred
Dollars ($3,500), in accordance with Section 10.10A of the Credit Agreement;

     (c) receipt by Agent from Assignee of an administrative questionnaire, or
other similar document, which shall include (i) the address for notices under
the Credit Agreement, (ii) the address

                                       66
<PAGE>

of its Lending Office, (iii) wire transfer instructions for delivery of funds by
Agent, (iv) and such other information as Agent shall request; and

     (d) receipt by Agent from Assignor or Assignee of any other information
required pursuant to Section 10.10 of the Credit Agreement or otherwise
necessary to complete the transaction contemplated hereby.

     4.   Payment Obligations.  In consideration for the sale and assignment of
          -------------------
Loans hereunder, Assignee shall pay Assignor, on the Assignment Effective Date,
an amount in Dollars equal to Assignee's Percentage.  Any interest, fees and
other payments accrued prior to the Assignment Effective Date with respect to
the Assigned Amount shall be for the account of Assignor.  Any interest, fees
and other payments accrued on and after the Assignment Effective Date with
respect to the Assigned Amount shall be for the account of Assignee.  Each of
Assignor and Assignee agrees that it will hold in trust for the other part any
interest, fees or other amounts which it may receive to which the other party is
entitled pursuant to the preceding sentence and to pay the other party any such
amounts which it may receive promptly upon receipt thereof.

     5.   Credit Determination; Limitations on Assignor's Liability.  Assignee
          ---------------------------------------------------------
represents and warrants to Assignor, Borrower, Agent and the other Banks (a)
that it is capable of making and has made and shall continue to make its own
credit determinations and analysis based upon such information as Assignee
deemed sufficient to enter into the transaction contemplated hereby and not
based on any statements or representations by Assignor, (b) Assignee confirms
that it meets the requirements to be an assignee as set forth in Section 10.10
of the Credit Agreement; (c) Assignee confirms that it is able to fund the Loans
as required by the Credit Agreement; (d) Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement and the Related Writings are required to be performed by it as
a Bank thereunder; and (e) Assignee represents that it has reviewed each of the
Loan Documents.  It is understood and agreed that the assignment and assumption
hereunder are made without recourse to Assignor and that Assignor makes no
representation or warranty of any kind to Assignee and shall not be responsible
for (i) the due execution, legality, validity, enforceability, genuineness,
sufficiency or collectability of the Credit Agreement or any Related Writings,
(ii) any representation, warranty or statement made in or in connection with the
Credit Agreement or any of the Related Writings, (iii) the financial condition
or creditworthiness of Borrower or any Guarantor of Payment, (iv) the
performance of or compliance with any of the terms or provisions of the Credit
Agreement or any of the Related Writings, (v) inspecting any of the property,
books or records of Borrower, or (vi) the validity, enforceability, perfection,
priority, condition, value or sufficiency of any collateral securing or
purporting to secure the Loans.  Neither Assignor nor any of its officers,
directors, employees, agents or attorneys shall be liable for any mistake, error
of judgment, or action taken or omitted to be taken in connection with the
Loans, the Credit Agreement or the Related Writings, except for its or their own
bad faith or willful misconduct.  Assignee appoints Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement as
are delegated to Agent by the terms thereof.

                                       67
<PAGE>

     6.   Indemnity.    Assignee agrees to indemnify and hold Assignor harmless
          ---------
against any and all losses, cost and expenses (including, without limitation,
attorneys' fees) and liabilities incurred by Assignor in connection with or
arising in any manner from Assignee's performance or non-performance of
obligations assumed under this Assignment Agreement.

     7.   Subsequent Assignments.  After the Assignment Effective Date, Assignee
          ----------------------
shall have the right pursuant to Section 10.10 of the Credit Agreement to assign
the rights which are assigned to Assignee hereunder, provided that (a) any such
subsequent assignment does not violate any of the terms and conditions of the
Credit Agreement, any of the Related Writings, or any law, rule, regulation,
order, writ, judgment, injunction or decree and that any consent required under
the terms of the Credit Agreement or any of the Related Writings has been
obtained, (b) the assignee under such assignment from Assignee shall agree to
assume all of Assignee's obligations hereunder in a manner satisfactory to
Assignor and (c) Assignee is not thereby released from any of its obligations to
Assignor hereunder.

     8.   Reductions of Aggregate Amount of Commitments.  If any reduction in
          ---------------------------------------------
the Total Commitment Amount occurs between the date of this Assignment Agreement
and the Assignment Effective Date, the percentage of the Total Commitment Amount
assigned to Assignee shall remain the percentage specified in Section 1 hereof
and the dollar amount of the Commitment of Assignee shall be recalculated based
on the reduced Total Commitment Amount.

     9.   Acceptance of Agent; Notice by Assignor.  This Assignment Agreement is
          ---------------------------------------
conditioned upon the acceptance and consent of Agent and, if necessary pursuant
to Section 10.10A of the Credit Agreement, upon the acceptance and consent of
Borrower; provided, that the execution of this Assignment Agreement by Agent
and, if necessary, by Borrower is evidence of such acceptance and consent.

     10.  Entire Agreement.  This Assignment Agreement embodies the entire
          ----------------
agreement and understanding between the parties hereto and supersede all prior
agreements and understandings between the parties hereto relating to the subject
matter hereof.

     11.  Governing Law.  This Assignment Agreement shall be governed by the
          -------------
internal law, and not the law of conflicts, of the State of Ohio.

     12.  Notices.  Notices shall be given under this Assignment Agreement in
          -------
the manner set forth in the Credit Agreement.  For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall be
the address set forth under each party's name on the signature pages hereof.

                                       68
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

                                         ASSIGNOR:

Address:
          ----------------------         ---------------------------------

          ----------------------

          ----------------------
          Attn:                          By:
               -----------------            ------------------------------
          Phone:                         Title:
                ----------------               ---------------------------
          Fax:
              ------------------

                                         ASSIGNEE:

Address:
          ----------------------         ---------------------------------

          ----------------------

          ----------------------
          Attn:                          By:
               -----------------            ------------------------------
          Phone:                         Title:
                ----------------               ---------------------------
          Fax:
              ------------------


Accepted and Consented to this ___ day
of ____________, 20___, by:

KEYBANK NATIONAL ASSOCIATION,
as Agent


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

Accepted and Consented to this ___ day
of _______, 20___, by:

STERIS CORPORATION

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

                                       69
<PAGE>

                                    ANNEX 1
                                      TO
                      ASSIGNMENT AND ACCEPTANCE AGREEMENT


     On and after ______________ ____, 20___ (the "Assignment Effective Date"),
the Commitment of Assignee, and, if this is less than an assignment of all of
Assignor's interest, Assignor, shall be as follows:


   I.     ASSIGNEE'S COMMITMENT

          A.   Assignee's Percentage                    __________%

          B.   Assigned Amount                          $_________

          C.   Assignee's Commitment Percentage
               under the Credit Agreement               __________%

   II.    ASSIGNOR'S COMMITMENT

          A.   Assignor's Commitment Percentage
               under the Credit Agreement               __________%

          B.   Assignor's Commitment Amount
               under the Credit Agreement               $__________

                                       70