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                                                                    Exhibit 10.8


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                                CREDIT AGREEMENT


                            dated as of April 4, 2000


                                  by and among


                     BLACK BOX CORPORATION OF PENNSYLVANIA,
                                  as Borrower,


                THE GUARANTORS PARTIES HERETO FROM TIME TO TIME,

                  THE LENDERS PARTIES HERETO FROM TIME TO TIME


                                       and


                               MELLON BANK, N.A.,
                                    as Agent




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                                Table of Contents


<TABLE>
<CAPTION>
Section                                              Title                                                     Page
-------                                              -----                                                     ----


<S>           <C>                                                                                              <C>
ARTICLE I     DEFINITIONS; CONSTRUCTION...........................................................................1

         1.01     Certain Definitions.............................................................................1

         1.02     Construction...................................................................................19

         1.03     Accounting Principles..........................................................................19


ARTICLE II     REVOLVING CREDIT..................................................................................21

         2.01     Revolving Credit Loans.........................................................................21

         2.02     Revolving Credit Commitment Fee................................................................21

         2.03     Making of Revolving Credit Loans...............................................................22

         2.04     Interest Rates.................................................................................22

         2.05     Conversion or Renewal of Interest Rate Options.................................................26

         2.06     Prepayments Generally..........................................................................27

         2.07     Optional Prepayments...........................................................................27

         2.08     Interest Payment Dates.........................................................................27

         2.09     Payments Generally; Interest on Overdue Amounts................................................27

         2.10     Additional Compensation in Certain Circumstances...............................................28

         2.11     Taxes..........................................................................................30

         2.12     Funding by Branch, Subsidiary or Affiliate.....................................................32


ARTICLE III     LETTERS OF CREDIT................................................................................33

         3.01     Letters of Credit..............................................................................33

         3.02     Letter of Credit Fees..........................................................................34

         3.03     Procedure for Issuance of Letters of Credit....................................................34

         3.04.    Participating Interests........................................................................35

         3.05.    Drawings and Reimbursements....................................................................35

         3.06.    Obligations Absolute...........................................................................37

         3.07.    Increased Costs................................................................................37

         3.08.    Further Assurances.............................................................................38

         3.09.    Letter of Credit Application...................................................................38
</TABLE>


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<TABLE>
<S>               <C>                                                                                            <C>
         3.10.    Cash Collateral for Letters of Credit..........................................................39

         3.11.    Additional Provisions Regarding Letters of Credit..............................................40

         3.12.    Certain Provisions Relating To the Issuing Banks...............................................40

         3.13.    Multicurrency Payments.........................................................................42


ARTICLE IV     REPRESENTATIONS AND WARRANTIES....................................................................43

         4.01     Corporate Status...............................................................................43

         4.02     Corporate Power and Authorization..............................................................43

         4.03     Execution and Binding Effect...................................................................43

         4.04     Governmental Approvals and Filings.............................................................44

         4.05     Absence of Conflicts...........................................................................44

         4.06     Audited Financial Statements...................................................................45

         4.07     Absence of Undisclosed Liabilities.............................................................45

         4.08     Absence of Material Adverse Changes............................................................45

         4.09     Accurate and Complete Disclosure...............................................................45

         4.10     Margin Regulations.............................................................................45

         4.11     Subsidiaries...................................................................................46

         4.12     Partnerships, etc..............................................................................46

         4.13     Ownership and Control..........................................................................46

         4.14     Litigation.....................................................................................46

         4.15     Absence of Events of Default...................................................................46

         4.16     Absence of Other Conflicts.....................................................................47

         4.17     Insurance......................................................................................47

         4.18     Title to Property..............................................................................47

         4.19     Intellectual Property..........................................................................47

         4.20     Taxes..........................................................................................47

         4.21     Employee Benefits..............................................................................48

         4.22     Environmental Matters..........................................................................48

         4.23     Solvency.......................................................................................49

         4.24     Regulatory Status..............................................................................49

         4.25     Permits and Other Operating Rights.............................................................49

         4.26.    Year 2000 Compliance...........................................................................49
</TABLE>


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<TABLE>
<S>           <C>                                                                                                <C>
ARTICLE V     CONDITIONS OF LENDING..............................................................................50

         5.01.    Conditions to Making Initial Loans and Issuance of Initial Letter of Credit....................50

         5.02.    Conditions to All Loans........................................................................52


ARTICLE VI     AFFIRMATIVE COVENANTS.............................................................................53

         6.01     Basic Reporting Requirements...................................................................53

         6.02     Insurance......................................................................................57

         6.03     Payment of Taxes and Other Potential Charges and Priority Claims...............................57

         6.04     Preservation of Corporate Status...............................................................58

         6.05     Governmental Approvals and Filings.............................................................58

         6.06     Maintenance of Properties......................................................................58

         6.07     Avoidance of Other Conflicts...................................................................58

         6.08     Financial Accounting Practices.................................................................59

         6.09     Use of Proceeds................................................................................59

         6.10     Continuation of or Change in Business..........................................................59

         6.11     Consolidated Tax Return........................................................................59

         6.12     Fiscal Year....................................................................................60

         6.13     Covenant to Secure Note Equally................................................................60

         6.14.    Additional Guarantors..........................................................................60


ARTICLE VII     NEGATIVE COVENANTS...............................................................................60

         7.01     Consolidated Net Worth.........................................................................60

         7.02     Leverage.......................................................................................60

         7.03.    Fixed Charge Coverage..........................................................................60

         7.04.    Interest Coverage..............................................................................61

         7.05.    Liens..........................................................................................61

         7.06.    Indebtedness...................................................................................62

         7.07.    Guarantees, Indemnities of the Borrower, etc...................................................63

         7.08.    Loans, Advances and Investments................................................................64

         7.09.    Dividends and Related Distributions............................................................64

         7.10.    Sale-Leasebacks................................................................................64

         7.11.    Mergers, Acquisitions, etc.....................................................................64
</TABLE>


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<TABLE>
<S>              <C>                                                                                             <C>
         7.12.    Dispositions of Properties.....................................................................65

         7.13.    Dealings with Affiliates.......................................................................65

         7.14.    Capital Expenditures...........................................................................65

         7.15.    Limitation on Other Restrictions on Liens......................................................65

         7.16.    License Agreement..............................................................................66

         7.17     Limitations or Other Restrictions on Dividends by Subsidiaries.................................66


ARTICLE VIII    DEFAULTS.........................................................................................66

         8.01     Events of Default..............................................................................66

         8.02     Consequences of an Event of Default............................................................69


ARTICLE IX      THE AGENT........................................................................................69

         9.01.    Appointment....................................................................................69

         9.02.    General Nature of Agent's Duties...............................................................70

         9.03.    Exercise of Powers.............................................................................70

         9.04.    General Exculpatory Provisions.................................................................71

         9.05.    Administration by the Agent and the Issuing Bank...............................................71

         9.06.    Lender Not Relying on Agent or Other Lenders...................................................72

         9.07.    Indemnification................................................................................73

         9.08.    Agent in its Individual Capacity...............................................................73

         9.09.    Holders of Notes...............................................................................73

         9.10.    Successor Agent................................................................................74

         9.11.    Additional Agents..............................................................................74

         9.12.    Calculations...................................................................................74

         9.13.    Agent's Fee....................................................................................74

         9.14.    Funding by Agent...............................................................................74



ARTICLE X       MISCELLANEOUS....................................................................................75

         10.01    Holidays.......................................................................................75

         10.02    Records........................................................................................75

         10.03.   Amendments and Waivers.........................................................................75

         10.04    No Implied Waiver; Cumulative Remedies.........................................................76

         10.05    Notices........................................................................................77
</TABLE>


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<TABLE>
<S>               <C>                                                                                            <C>
         10.06    Expenses; Taxes; Indemnity.....................................................................77

         10.07    Severability...................................................................................78

         10.08    Prior Understandings...........................................................................79

         10.09    Duration; Survival.............................................................................79

         10.10    Counterparts...................................................................................79

         10.11    Limitation on Payments.........................................................................79

         10.12    Set-Off........................................................................................79

         10.13.   Sharing of Collections.........................................................................80

         10.14.   Successors and Assigns; Participation Assignments..............................................80

         10.16.   Termination of Existing Revolving Credit Facilities............................................86

         10.17.   Confidentiality................................................................................86


         Exhibit A - Form of Revolving Credit Note
         Exhibit B - Form of Continuing Letter of Credit Agreement
         Exhibit C - Form of Documentary Letter of Credit Application
         Exhibit D - Form of Parent Guaranty
         Exhibit E- Form of Subsidiary Guarantees
         Exhibit F- Quarterly Compliance Certificate
         Exhibit G - Reserved
         Exhibit H - Subordination Terms
         Exhibit I - Transfer Supplement

         Schedule 4.01 - Jurisdictions of Incorporation
         Schedule 4.11 - Capitalization of Subsidiaries
         Schedule 4.12 - Joint Ventures
         Schedule 4.13 - Capitalization of Borrower and Guarantor
         Schedule 4.14 - Litigation
         Schedule 4.21 - Plans and Multiemployer Plans
         Schedule 7.05 - Existing Liens
         Schedule 7.06 - Existing Indebtedness

         Annex A - Pricing Grid
         Annex B - Commitment Schedule
         Annex C - Domestic Subsidiaries
</TABLE>


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                                CREDIT AGREEMENT

                  THIS CREDIT AGREEMENT (this "Agreement"), dated as of April 4,
2000, by and among BLACK BOX CORPORATION OF PENNSYLVANIA, a Delaware corporation
(the "Borrower"), BLACK BOX CORPORATION, a Delaware corporation (the "Parent"),
the guarantors parties hereto from time to time (together with the Parent, the
"Guarantors"), the Lenders parties hereto from time to time and MELLON BANK,
N.A., a national banking association, as agent for the Lenders parties hereunder
(in such capacity, together with the successors in such capacity, the "Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

                  WHEREAS, the Borrower is proposing to refinance certain
obligations of the Borrower and the Parent, as guarantor, to Mellon Bank, N.A.,
as lender, under the Existing Credit Facilities (as defined below);

                  WHEREAS, the Borrower has requested the Lenders to provide a
revolving credit facility (a) to provide the funds necessary to refinance the
Existing Credit Facilities and (b) to provide funds for the working capital
requirements and general corporate purposes of the Borrower and to provide for
the issuance of Letters of Credit for the account of the Borrower; and

                  WHEREAS, the Lenders have agreed to extend credit to the
Borrower on the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:


                                    ARTICLE I
                            DEFINITIONS; CONSTRUCTION

                  1.01. Certain Definitions. In addition to other words and
terms defined elsewhere in this Agreement, as used herein the following words
and terms shall have the following meanings, respectively, unless the context
hereof otherwise clearly requires:

                  "Acquisition" of a Person shall mean the acquisition of all or
substantially all of the assets of such Person, whether by acquisition of the
assets of such Person or of the ownership interests of such Person, or
otherwise.

                  "Administrative Questionnaire" means, with respect to each
Lender, a questionnaire in the form prepared by the Agent and submitted by such
Lender to the Agent (with a copy for the Borrower), duly completed by such
Lender.



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<PAGE>   8

                  "Affected Lender" shall have the meaning set forth in Section
2.04(e) hereof.

                  "Affiliate" of a Person (the "Specified Person") shall mean
any Person which directly or indirectly controls, or is controlled by, or is
under common control with, the Specified Person. For purposes of the preceding
sentence, "control" of a Person means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.

                  "Alternative Funds" shall have the meaning set forth in
Section 2.04(f) hereof.

                  "Applicable Lending Office" shall mean, with respect to any
Lender (a) in the case of the Base Rate Portion of its Loans, its Domestic
Lending Office and (b) in the case of the Euro-Rate Portion of its Loans, its
Euro-Rate Lending Office.

                  "Applicable Margin" shall have the meaning set forth in
Section 2.04(b) hereof.

                  "Applicable Tier" shall have the meaning set forth in Annex A
hereof.

                  "Assured Obligation" shall have the meaning set forth in the
definition of Guaranty Equivalent.

                  "Base Rate" shall have the meaning set forth in Section
2.04(a)(i) hereof.

                  "Base Rate Option" shall have the meaning set forth in Section
2.04(a)(i) hereof.

                  "Base Rate Portion" of any Loan or Loans shall mean at any
time the portion, including the whole, of such Loan or Loans bearing interest at
such time (a) under the Base Rate Option or (b) in accordance with Section
2.09(b)(ii) hereof. If no Loan or Loans is specified, "Base Rate Portion" shall
refer to the Base Rate Portion of all Loans outstanding at such time.

                  "Business Day" shall mean any day other than a Saturday,
Sunday, public holiday under the laws of the Commonwealth of Pennsylvania or
other day on which banking institutions are authorized or obligated to close in
Pittsburgh, Pennsylvania.

                  "Capital Expenditures" of any Person shall mean, for any
period, all expenditures (whether paid in cash or accrued as liabilities during
such period) of such Person during such period which would be classified as
capital expenditures in accordance with GAAP (including, without limitation,
expenditures for maintenance and repairs which are capitalized, and Capitalized
Leases to the extent an asset is recorded in connection therewith in accordance
with GAAP).

                  "Capitalized Lease" shall mean at any time any lease which is,
or is required under GAAP to be, capitalized on the balance sheet of the lessee
at such time, and "Capitalized Lease Obligation" of any Person at any time shall
mean the aggregate amount which is, or is



                                     - 2 -
<PAGE>   9

required under GAAP to be, reported as a liability on the balance sheet of such
Person at such time as lessee under a Capitalized Lease.

                  "Cash Equivalent Investments" shall mean any of the following,
to the extent acquired for investment and not with a view to achieving trading
profits: (a) obligations fully backed by the full faith and credit of the United
States of America maturing not in excess of nine (9) months from the date of
acquisition, (b) commercial paper maturing not in excess of nine (9) months from
the date of acquisition and rated "P-1" by Moody's Investors Service or "A-1" by
Standard & Poor's Corporation on the date of acquisition, and (c) the following
obligations of any domestic commercial bank having capital and surplus in excess
of $500,000,000, which has, or the holding company of which has, a commercial
paper rating meeting the requirements specified in clause (b) above: (i) time
deposits, certificates of deposit and acceptances maturing not in excess of nine
(9) months from the date of acquisition; or (ii) repurchase obligations with a
term of not more than seven (7) days for underlying securities of the type
referred to in clause (a) above.

                  "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, and any successor statute of similar
import, and regulations thereunder, in each case as in effect from time to time.

                  "CERCLIS" shall mean the Comprehensive Environmental Response,
Compensation and Liability Information System List, as the same may be amended
from time to time.

                  "Change of Control" shall mean any Person or group of Persons
(as used in Sections 13 and 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder) shall
have become the beneficial owner (as defined in Rules 13d-3 and 13d-5
promulgated by the Securities and Exchange Commission (the "SEC") under the
Exchange Act) of 50% or more of the combined voting power of all the outstanding
voting securities of the Parent.

                  "Closing Date" shall mean the date of the making of the first
Loan or issuance (or deemed issuance) of the first Letter of Credit hereunder.

                  "Code" means the Internal Revenue Code of 1986, as amended,
and any successor statute of similar import, and regulations thereunder, in each
case as in effect from time to time. References to sections of the Code shall be
construed also to refer to any successor sections.

                  "Commitment" of a Lender shall mean the Revolving Credit
Commitment of such Lender.

                  "Commitment Fee" shall have the meaning set forth in Section
2.02 hereof.

                  "Commitment Fee Rate" shall have the meaning set forth in
Section 2.02.



                                     - 3 -
<PAGE>   10

                  "Commitment Percentage" of any Lender at any time shall mean
the ratio of such Lender's Revolving Credit Committed Amount set forth next to
its name on the Commitment Schedule to the aggregate Revolving Credit Committed
Amounts of each of the Lenders subject to transfer to another Lender as provided
in Section 10.14 hereof.

                  "Commitment Schedule" means the Schedule attached to this
Agreement identified as such in Annex B.

                  "Computer Controlled Equipment and Systems" shall mean all
equipment systems and/or any other devices utilizing software driven technology
and/or microchip technology (including, but not limited to, any equipment,
systems or other devices utilizing microcomputer, minicomputer or programmable
logic controllers), which a Loan Party or Subsidiary thereof utilizes in
connection with the operation of its business.

                  "Consolidated Fixed Charge Coverage Ratio", as of the last day
of any fiscal quarter, shall mean the ratio of (a) Consolidated EBITDA plus the
aggregate amounts that were paid as rent by the Parent and its consolidated
Subsidiaries minus Capital Expenditures of the Parent and its consolidated
Subsidiaries minus charges against income for foreign, federal, state and local
income Taxes of the Parent and its consolidated Subsidiaries to (b) the current
maturities of long term Indebtedness of the Parent and its Subsidiaries plus
Consolidated Interest Expense plus the aggregate amounts that were paid as rent
by the Parent and its consolidated Subsidiaries, plus, the aggregate amounts of
dividends, distributions and stock repurchases, in each case for the 4 most
recently completed fiscal quarters ending on such day, considered as a single
accounting period provided that any stock repurchase prior to the Closing Date
shall not be included in such determination. If an Acquisition occurs during
such period, each element of the Consolidated Fixed Charge Coverage Ratio shall
be calculated on a pro forma basis as if the Acquisition had been made, and any
Indebtedness or other obligations issued or incurred in connection therewith had
been issued or incurred, as of the first day of such period; provided, however,
that, in making such calculations, the Borrower may ignore those expenses and
distributions of the acquired Person that would not have been incurred had the
Acquisition occurred as of the first day of such period. In making such pro
forma calculation of the Consolidated Interest Expense with respect to
Indebtedness or other obligations issued or incurred in connection with the
Acquisition, interest expense thereon shall be calculated on the basis of an
interest rate per annum not less than the one-month Euro-Rate as of the last day
of such period plus an Applicable Margin determined on the basis of the
Consolidated Leverage Ratio as of the last day of such period.

                  "Consolidated EBIT" for any period, with respect to the Parent
and its consolidated Subsidiaries, shall mean the sum of (a) Consolidated Net
Income of the Parent and its consolidated Subsidiaries for such period, (b)
Consolidated Interest Expense for such period and (c) charges against income for
foreign, federal, state and local income taxes for such period, all as
determined on a consolidated basis in accordance with GAAP.

                  "Consolidated EBITDA" for any period, with respect to the
Parent and its consolidated Subsidiaries, shall mean the sum of (a) Consolidated
EBIT for such period,



                                     - 4 -
<PAGE>   11

(b) depreciation expense for such period, and (c) amortization expense for such
period, all as determined on a consolidated basis in accordance with GAAP plus
noncash charges to the extent included in determining Consolidated Net Income
for which no future cash expenditure is reasonably anticipated.

                  "Consolidated Interest Coverage Ratio", as of the last day of
any fiscal quarter, shall mean the ratio of (a) Consolidated EBIT to (b)
Consolidated Interest Expense for the immediately preceding four (4) quarter
period ending on the date of determination.

                  "Consolidated Interest Expense" for any period shall mean the
total interest expense of the Loan Parties and their consolidated Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Leverage Ratio", as of the last day of each
fiscal quarter, shall mean the ratio of (a) the aggregate Indebtedness of the
Parent and its consolidated Subsidiaries as of such day to (b) Consolidated
EBITDA of the Parent and its consolidated Subsidiaries for the 4 most recently
completed fiscal quarters ending on such day, considered as a single accounting
period. If an Acquisition occurs during such period, (i) Consolidated EBITDA of
the Parent and its consolidated Subsidiaries shall be calculated on a pro forma
basis as if the Acquisition had been made as of the first day of such period and
(ii) the aggregate Indebtedness of the Parent and its consolidated Subsidiaries
as of the date of determination of the Consolidated Leverage Ratio shall include
Indebtedness incurred in connection with and after giving effect to the
Acquisition (and including, on a pro forma basis, all Indebtedness to be
incurred in connection with the Acquisition, to the extent not incurred on such
date); provided, however, that, in making such calculations, the Borrower may
ignore those expenses and distributions of the acquired Person that would not
have been incurred had the Acquisition occurred as of the first day of such
period.

                  "Consolidated Net Income" for any period, with respect to the
Parent and its consolidated Subsidiaries shall mean the net earnings (or loss)
after taxes of the Parent and its consolidated Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; provided, that there
shall be deducted therefrom (a) income or loss accounted for by the Parent on
the equity method because of the income (or deficit) during such period of any
Person (other than a consolidated Subsidiary of the Parent) in which the Parent
or any consolidated Subsidiary of the Parent has an ownership interest, but the
deduction for such equity income shall be reversed to the extent that during
such period an amount not in excess of such income has been actually received by
the Parent or such consolidated Subsidiary of the Parent in the form of cash or
property dividends or similar distributions, (b) the undistributed earnings of
any consolidated Subsidiary of the Parent to the extent that the declaration or
payment of dividends or similar distributions by such consolidated Subsidiary of
the Parent is restricted (whether such restriction arises by operation of Law
(including Law applicable to a foreign Subsidiary), by agreement, by its
articles of incorporation or by-laws (or other constituent documents), or
otherwise), (c) any restoration to income of any contingency reserve, except to
the extent that provision for such reserve was made against income during such
period, and (d) any gain arising from the acquisition of any securities, or the
extinguishment, under GAAP, of any Indebtedness, of the Parent or any
consolidated Subsidiary of the Parent.



                                     - 5 -
<PAGE>   12

                  "Consolidated Net Worth" at any time, with respect to the
Parent and its consolidated Subsidiaries shall mean the total amount of
stockholders' equity of the Parent and its consolidated Subsidiaries at such
time determined on a consolidated basis in accordance with GAAP (exclusive of
the effects of foreign currency translations on the balance sheet).

                  "Controlled Group Member" shall mean each trade or business
(whether or not incorporated) which together with any Loan Party is treated as a
single employer under Sections 4001(a)(14) or 4001(b)(1) of ERISA or Sections
414(b), (c), (m) or (o) of the Code.

                  "Corresponding Source of Funds" shall mean, with respect to
any Funding Segment of the Euro-Rate Portion, the proceeds of hypothetical
receipts by a Notional Euro-Rate Funding Office or by a Lender through a
Notional Euro-Rate Funding Office of one or more Dollar deposits in the
interbank eurodollar market at the beginning of the Euro-Rate Funding Period
corresponding to such Funding Segment having maturities approximately equal to
such Euro-Rate Funding Period and in an aggregate amount approximately equal to
such Lender's Pro Rata share of such Funding Segment.

                  "Documentary Letter of Credit Application" shall have the
meaning set forth in Section 3.03(b) hereof.

                  "Dollar," "Dollars" and the symbol "$" shall mean lawful money
of the United States of America.

                  "Dollar Equivalent Amount" of any Letter of Credit shall mean
(a) with respect to a Letter of Credit denominated in an Other Currency, an
amount equal to the amount of Dollars that the amount of such Other Currency
(equal to the face amount of such Letter of Credit) could purchase at 12:00
p.m., noon, Pittsburgh time, on the date of determination, computed at the mean
of the Issuing Bank's then current selling and purchasing rates of exchange for
transmission to the place of payment when payment is to be made in such Other
Currency plus any and all actual costs, premiums, and expenses arising from all
currency conversions incurred by the Issuing Bank in connection therewith
provided, however, that if at the time of any such determination, for any
reason, no such current selling and purchasing rates of exchange are being
quoted, the Issuing Bank may use any reasonable method it deems appropriate to
determine such rate, and such determination shall be conclusive absent manifest
error and (b) with respect to a Letter of Credit denominated in US Currency, an
amount in Dollars equal to the principal amount of such Letter of Credit.

                  "Domestic Funding Office" means, as to each Lender, its office
located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Funding Office)
or such other office as such Lender may hereafter designate as its Domestic
Funding Office by notice to the Borrower and the Agent.



                                     - 6 -
<PAGE>   13

                  "Domestic Subsidiaries" shall mean each Subsidiary of the
Parent incorporated under the laws of the District of Columbia or under the laws
of any state or commonwealth of the United States.

                  "Environmental Affiliate" shall mean, with respect to any
Person, any other Person whose liability (contingent or otherwise) for any
Environmental Claim such Person has retained, assumed or otherwise is liable for
(by Law, agreement or otherwise).

                  "Environmental Approvals" shall mean any Governmental Action
pursuant to or required under any Environmental Law.

                  "Environmental Claim" shall mean, with respect to any Person,
any action, suit, proceeding, investigation, notice, claim, complaint, demand,
request for information or other written communication by any other Person
(including but not limited to any Governmental Authority, citizens' group or
present or former employee of such Person) alleging, asserting or claiming any
actual or potential (a) violation of any Environmental Law, (b) liability under
any Environmental Law or (c) liability for investigatory costs, cleanup costs,
governmental response costs, natural resources damages, property damages,
personal injuries, fines or penalties arising out of, based on or resulting from
the presence, or release into the environment, of any Environmental Concern
Materials at any location, whether or not owned by such Person, in violation of
any Environmental Law.

                  "Environmental Cleanup Site" shall mean any location which is
listed or proposed for listing on the National Priorities List, on CERCLIS or on
any similar state list of sites requiring investigation or cleanup, or which is
the subject of any pending or threatened action, suit, proceeding or
investigation related to or arising from any alleged violation of any
Environmental Law.

                  "Environmental Concern Materials" shall mean (a) any flammable
substance, explosive, radioactive material, hazardous material, hazardous waste,
toxic substance, solid waste, pollutant, contaminant or any related material,
raw material, substance, product or by-product of any substance specified in or
regulated by any Environmental Law (including but not limited to any "hazardous
substance" as defined in CERCLA or any similar state Law), (b) any toxic
chemical or other substance from or related to industrial, commercial or
institutional activities, and (c) asbestos, gasoline, diesel fuel, motor oil,
waste and used oil, heating oil and other petroleum products or compounds,
polychlorinated biphenyls, radon and urea formaldehyde.

                  "Environmental Law" shall mean any Law, whether now existing
or subsequently enacted or amended, relating to (a) pollution or protection of
the environment, including natural resources, (b) exposure of Persons, including
but not limited to employees, to Environmental Concern Materials, (c) protection
of the public health or welfare from the effects of products, by-products,
wastes, emissions, discharges or releases of Environmental Concern Materials or
(d) regulation of the manufacture, use or introduction into commerce of
Environmental Concern Materials including their manufacture, formulation,
packaging, labeling, distribution,




                                     - 7 -
<PAGE>   14

transportation, handling, storage or disposal. Without limitation,
"Environmental Law" shall also include any Environmental Approval and the terms
and conditions thereof.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended, and any successor statute of similar import, and
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA shall be construed also to refer to any successor sections.

                  "Euro-Rate" shall have the meaning set forth in Section
2.04(a)(ii) hereof.

                  "Euro-Rate Funding Period" shall have the meaning set forth in
Section 2.04(c) hereof.

                  "Euro-Rate Option" shall have the meaning set forth in Section
2.04(a)(ii) hereof.

                  "Euro-Rate Portion" of any Loan or Loans shall mean at any
time the portion, including the whole, of such Loan or Loans bearing interest at
any time under the Euro-Rate Option or at a rate calculated by reference to the
Euro-Rate under Section 2.09(c)(i) hereof. If no Loan or Loans is specified,
"Euro-Rate Portion" shall refer to the Euro-Rate Portion of all Loans
outstanding at such time.

                  "Euro-Rate Reserve Percentage" shall have the meaning set
forth in Section 2.04(a)(ii) hereof.

                  "Event of Default" shall mean any of the Events of Default
described in Section 8.01 hereof.

                  "Existing Credit Facilities" means (a) the Credit Agreement,
dated as of February 12, 1999, by and among the Borrower, the Parent (as
guarantor) and Mellon (as lender), (b) the Credit Agreement dated as of August
27, 1999 by and among the Borrower, the Parent (as guarantor) and Mellon (as
lender), and (c) the Credit Agreement dated as of January 4, 2000, by and among
the Borrower, the Parent (as guarantor) and Mellon (as lender); in each case as
amended.

                  "Federal Funds Effective Rate" for any day shall mean the rate
per annum (rounded upward to the nearest 1/100 of 1%) determined by the Agent
(which determination shall be conclusive absent manifest error) to be the rate
per annum 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 date of this Agreement; provided, that if such Federal Reserve
Bank (or its successor) does not announce such rate on any day, the "Federal
Funds Effective Rate" for such day shall be the Federal Funds Effective Rate for
the last day on which such rate was announced.



                                     - 8 -
<PAGE>   15

                  "Funding Breakage Date" shall have the meaning set forth in
Section 2.10(b) hereof.

                  "Funding Breakage Indemnity" shall have the meaning set forth
in Section 2.10(b) hereof.

                  "Funding Segment" of the Euro-Rate Portion of the Loans at any
time shall mean the entire principal amount of the Euro-Rate Portion to which at
the time in question there is applicable a particular Euro-Rate Funding Period
beginning on a particular day and ending on a particular day. (By definition,
the Euro-Rate Portion is at all times composed of an integral number of discrete
Funding Segments and the sum of the principal amounts of all Funding Segments of
the Euro-Rate Portion at any time equals the principal amount of the Euro-Rate
Portion at such time.)

                  "GAAP" shall have the meaning set forth in Section 1.03
hereof.

                  "Governmental Action" shall have the meaning set forth in
Section 4.04 hereof.

                  "Governmental Authority" shall mean any government or
political subdivision or any agency, authority, bureau, central bank,
commission, department or instrumentality of either, or any court, tribunal,
grand jury or arbitrator, in each case whether foreign or domestic.

                  "Guaranteed Obligations" shall mean all obligations from time
to time of the Borrower to the Lenders under or in connection with any Loan
Document, whether for principal, interest, fees, indemnities, expenses or
otherwise, and all refinancings or refundings thereof, whether such obligations
are direct or indirect, otherwise secured or unsecured, joint or several,
absolute or contingent, due or to become due, whether for payment or
performance, now existing or hereafter arising (specifically including but not
limited to obligations arising or accruing after the commencement of any
bankruptcy, insolvency, reorganization or similar proceeding with respect to the
Borrower or any other Person, or which would have arisen or accrued but for the
commencement of such proceeding, even if the claim for such obligation is not
enforceable or allowable in such proceeding). Without limitation of the
foregoing, such obligations include all obligations arising from any extensions
of credit under or in connection with the Loan Documents from time to time,
regardless of whether any such extensions of credit are in excess of the amount
committed under or contemplated by the Loan Documents or are made in
circumstances in which any condition to extension of credit is not satisfied.
Without limitation of the foregoing, the Lender (or any successive assignee or
transferee) from time to time may assign or otherwise transfer all or any
portion of its rights or obligations under the Loan Documents (including,
without limitation, all or any portion of any commitment to extend credit), or
any other Guaranteed Obligations, to any other Person, and such Guaranteed
Obligations (including, without limitation, any Guaranteed Obligations resulting
from extension of credit by such other Person under or in connection with the
Loan Documents) shall be and remain Guaranteed Obligations entitled to the
benefit of the Agreement.



                                     - 9 -
<PAGE>   16

                  "Guarantors" shall mean the Parent and the Domestic
Subsidiaries.

                  "Guaranty Equivalent": A Person (the "Deemed Guarantor") shall
be deemed to be subject to a Guaranty Equivalent in respect of any indebtedness,
obligation or liability (the "Assured Obligation") of another Person (the
"Deemed Obligor") if the Deemed Guarantor directly or indirectly guarantees,
becomes surety for, endorses, assumes, agrees to indemnify the Deemed Obligor
against, or otherwise agrees, becomes or remains liable (contingently or
otherwise) for, such Assured Obligation. Without limitation, a Guaranty
Equivalent shall be deemed to exist if a Deemed Guarantor agrees, becomes or
remains liable (contingently or otherwise), directly or indirectly: (a) to
purchase or assume, or to supply funds for the payment, purchase or satisfaction
of, an Assured Obligation, (b) to make any loan, advance, capital contribution
or other investment in, or to purchase or lease any property or services from, a
Deemed Obligor (i) to maintain the solvency of the Deemed Obligor, (ii) to
enable the Deemed Obligor to meet any other financial condition, (iii) to enable
the Deemed Obligor to satisfy any Assured Obligation or to make any Stock
Payment or any other payment, or (iv) to assure the holder of such Assured
Obligation against loss, (c) to purchase or lease property or services from the
Deemed Obligor regardless of the non-delivery of or failure to furnish of such
property or services, (d) in a transaction having the characteristics of a
take-or-pay or throughput contract or as described in paragraph 6 of FASB
Statement of Financial Accounting Standards No. 47, or (e) in respect of any
other transaction the effect of which is to assure the payment or performance
(or payment of damages or other remedy in the event of nonpayment or
nonperformance) of any Assured Obligation.

                  "Indebtedness" of a Person shall mean (without duplication)
and in each case except for trade accounts payable in the ordinary course of
business:

                  (a) All obligations on account of money borrowed by, or credit
         extended to or on behalf of, or for or on account of deposits with or
         advances to, such Person;

                  (b) All obligations of such Person evidenced by bonds,
         debentures, notes or similar instruments;

                  (c) All obligations of such Person for the deferred purchase
         price of property or services;

                  (d) All obligations secured by a Lien on property owned by
         such Person (whether or not assumed); and all obligations of such
         Person under Capitalized Leases (without regard to any limitation of
         the rights and remedies of the holder of such Lien or the lessor under
         such Capitalized Lease to repossession or sale of such property);

                  (e) The unreimbursed amount of all drawings under any letter
         of credit issued for the account of such Person;

                  (f) All obligations of such Person in respect of acceptances
         or similar obligations issued for the account of such Person;



                                     - 10 -
<PAGE>   17

                  (g) All obligations of such Person under a product financing
         or similar arrangement described in paragraph 8 of FASB Statement of
         Accounting Standards No. 49 or any similar requirement of GAAP;

                  (h) All obligations of such Persons under any Swaps; and

                  (i) All indebtedness of others as to which such Person is a
         Deemed Guarantor under a Guaranty Equivalent.

                  "Indemnified Parties" shall mean the Lender Parties and their
respective affiliates, and their respective directors, officers, employees,
attorneys and agents.

                  "Issuing Banks" shall mean (x) the Issuing Bank Representative
and (y) such of its affiliates as the Issuing Bank Representative may (subject
to the approval of the Borrower, such approval not to be unreasonably withheld)
from time to time elect to cause to issue Letters of Credit.

                  "Issuing Bank Representative" shall mean Mellon Bank, N.A.

                  "Law" shall mean any law (including common law), constitution,
statute, treaty, convention, regulation, rule, ordinance, order, injunction,
writ, decree or award of any Governmental Authority.

                  "Lender" shall mean any of the Lenders listed on the signature
pages hereof, subject to the provisions of Section 10.14 hereof pertaining to
Persons becoming or ceasing to be Lenders. "Lender" shall in any event include
the Issuing Banks.

                  "Lender Parties" shall mean the Lenders and the Agent.

                  "Letter of Credit" shall have the meaning set forth in Section
3.01(b) hereof.

                  "Letter of Credit Application" shall mean the Documentary
Letter of Credit Application and Standby Letter of Credit Application.

                  "Letter of Credit Cash Collateral Account" shall have the
meaning set forth in Section 3.10(b) hereof.

                  "Letter of Credit Exposure" at any time shall mean the sum of
(a) the aggregate Letter of Credit Unreimbursed Draws and (b) the aggregate
Letter of Credit Undrawn Availability.

                  "Letter of Credit Facing Fee" shall have the meaning given
that term in Section 3.02(b).



                                     - 11 -
<PAGE>   18

                  "Letter of Credit Fee" shall have the meaning given that term
in Section 3.02(a).

                  "Letter of Credit Obligation" shall mean at any particular
time all liabilities of the Borrower with respect to Letters of Credit, whether
or not such liability is contingent, including (without duplication) the sum of
(a) the aggregate Letter of Credit Undrawn Availability of all Letters of Credit
then outstanding plus (b) the aggregate amount of all unpaid Letters of Credit
Reimbursement Obligations.

                  "Letter of Credit Participating Interest" shall have the
meaning given that term in Section 3.04(a).

                  "Letter of Credit Reimbursement Obligation" with respect to a
Letter of Credit means, collectively, (a) the obligation of the Borrower to
reimburse the Issuing Bank in accordance with the terms of this Agreement and
the related Letter of Credit Application for Letter of Credit Unreimbursed
Draws, together with interest thereon, and (b) all fees and expenses payable to
the Agent for the account of the Lenders in respect of any Letter of Credit.

                  "Letter of Credit Undrawn Availability" with respect to a
Letter of Credit at any time shall mean the maximum amount available to be drawn
under such Letter of Credit at such time or thereafter, regardless of the
existence or satisfaction of any conditions or limitations on drawing.

                  "Letter of Credit Unreimbursed Draws" with respect to a Letter
of Credit at any time shall mean the aggregate amount at such time of all
payments made by the issuer under such Letter of Credit, to the extent not
repaid by the Borrower.

                  "LIBID Rate" as of any Funding Breakage Date shall mean the
rate of interest determined in good faith by a Lender in accordance with its
usual procedures (which determination shall be conclusive) to be the average of
rates per annum for deposits in Dollars bid for by major money center banks in
the euro-dollar interbank market for delivery on the Funding Breakage Date,
which deposits are of an amount comparable to the Funding Segment that is paid,
prepaid or converted to the Base Rate Option and which deposits mature on the
last day of the corresponding Euro-Rate Funding Period (or if no such deposits
mature on such date, the rate determined by standard securities interpolation
methods as applied to deposits maturing as close as possible to, but earlier
than, such date, and to deposits maturing as close as possible to, but later
than, such date).

                  "Lien" shall mean any mortgage, deed of trust, pledge, lien,
security interest, charge or other encumbrance or security arrangement of any
nature whatsoever, including but not limited to any conditional sale or title
retention arrangement, and any assignment, deposit arrangement or lease intended
as, or having the effect of, security and the filing of or agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction.

                  "Loan" shall mean any loan made by a Lender to the Borrower
under this Agreement and "Loans" shall mean all Loans made by the Lenders under
this Agreement.



                                     - 12 -
<PAGE>   19

                  "Loan Documents" shall mean this Agreement, the Notes, the
Parent Guaranty, the Subsidiary Guarantees, the Letters of Credit, the Letter of
Credit Applications, the Transfer Supplement and all other agreements and
instruments extending, renewing, refinancing or refunding any indebtedness,
obligation or liability arising under any of the foregoing, in each case as the
same may be amended, modified or supplemented from time to time hereafter.

                  "Loan Party" shall mean the Borrower and the Guarantors.

                  "London Business Day" shall mean a day for dealing in deposits
in Dollars by and among banks in the London interbank market and which is a
Business Day.

                  "Material Adverse Effect" shall mean: (a) a material adverse
effect on the business, operations, condition (financial or otherwise) or
prospects of a Loan Party and its Subsidiaries taken as a whole, (b) a material
adverse effect on the ability of any Loan Party to perform or comply with any of
the terms and conditions of any Loan Document, or (c) an adverse effect on the
legality, validity, binding effect, enforceability or admissibility into
evidence of any Loan Document, or the ability of any Lender to enforce any
rights or remedies under or in connection with any Loan Document.

                  "Mellon" shall mean Mellon Bank, N.A. in its individual
capacity.

                  "Multiemployer Plan" shall mean any employee benefit plan
which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of
ERISA and to which the Borrower or any Controlled Group Member has or had an
obligation to contribute.

                  "Net Income" of any Person for any period shall mean the net
earnings (or loss) after taxes of such Person for such period determined in
accordance with GAAP (exclusive of principles of consolidation).

                  "Note" or "Notes" shall mean the Revolving Credit Notes of the
Borrower executed and delivered under this Agreement, together with all
extensions, renewals, refinancings or refundings of any thereof in whole or in
part.

                  "Notional Euro-Rate Funding Office" shall have the meaning
given to that term in Section 2.12(a) hereof.

                  "Obligations" shall mean all indebtedness, obligations and
liabilities of the Borrower to any Lender, any Issuing Bank or the Agent from
time to time arising under or in connection with or related to or evidenced by
or secured by or under color of this Agreement or any other Loan Document, and
all extensions, renewals or refinancings thereof, whether such indebtedness,
obligations or liabilities are direct or indirect, otherwise secured or
unsecured, joint or several, absolute or contingent, due or to become due,
whether for payment or performance, now existing or hereafter arising. Without
limitation of the foregoing, such indebtedness, obligations and liabilities
include the principal amount of the Loans, Reimbursement



                                     - 13 -
<PAGE>   20

Obligations, interest, fees, indemnities or expenses under or in connection with
this Agreement or any other Loan Document, and all extensions, renewals and
refinancings thereof, whether or not such Loans were made or the Letters of
Credit were issued in compliance with the terms and conditions of this Agreement
or in excess of the obligation of the Lenders to lend and to issue Letters of
Credit. Obligations shall remain Obligations notwithstanding any assignment or
transfer or any subsequent assignment or transfer of any of the Obligations or
any interest therein.

                  "Office," when used in connection with the Agent, shall mean
its office located at Three Mellon Bank Center, Pittsburgh, Pennsylvania 15259,
or at such other office or offices of the Agent or any branch, subsidiary or
affiliate thereof as may be designated in writing from time to time by the Agent
to the Borrower.

                  "Option" shall mean the Base Rate Option or the Euro-Rate
Option, as the case may be.

                  "Other Currency" shall mean Canadian Dollars, British Pounds,
Swiss Francs, Belgium Francs, French Francs, Italian Lira, German Marks,
Singapore Dollars, Dutch Guilders, Danish Krone, Euros, Spanish Pesetas,
Japanese Yen, Australian Dollars, Brazilian Reais, Mexican Pesos and any freely
available currency that is freely transferable and freely convertible into
Dollars and requested by the Borrower and acceptable to all of the Lenders and
to the Agent and the Issuing Bank.

                  "Outstanding Letters of Credit" shall have the meaning set
forth in Section 3.01(a) hereof.

                  "Parent" shall mean Black Box Corporation, a Delaware
corporation.

                  "Parent Guaranty" shall have the meaning set forth in Section
5.01(n) hereof.

                  "Participant" shall have the meaning set forth in Section
10.14(b) hereof.

                  "PBGC" means the Pension Benefit Guaranty Corporation
established under Title IV of ERISA or any other governmental agency, department
or instrumentality succeeding to the functions of said corporation.

                  "Pension-Related Event" shall mean any of the following events
or conditions:

                  (a) Any action is taken by any Person (i) to terminate, or
         which would result in the termination of, a Plan, either pursuant to
         its terms or by operation of law (including, without limitation, any
         amendment of a Plan which would result in a termination under Section
         4041(e) of ERISA), or (ii) to have a trustee appointed for a Plan
         pursuant to Section 4042 of ERISA;



                                     - 14 -
<PAGE>   21

                  (b) PBGC notifies any Person of its determination that an
         event described in Section 4042 of ERISA has occurred with respect to a
         Plan, that a Plan should be terminated, or that a trustee should be
         appointed for a Plan;

                  (c) Any Reportable Event occurs with respect to a Plan;

                  (d) Any action occurs or is taken which could result in any
         Loan Party becoming subject to liability for a complete or partial
         withdrawal by any Person from a Multiemployer Plan (including, without
         limitation, seller liability incurred under Section 4204(a)(2) of
         ERISA), or any Loan Party or any Controlled Group Member receives from
         any Person a notice or demand for payment on account of any such
         alleged or asserted liability; or

                  (e) (i) There occurs any failure to meet the minimum funding
         standard under Section 302 of ERISA or Section 412 of the Code with
         respect to a Plan, or any tax return is filed showing any tax payable
         under Section 4971(a) of the Code with respect to any such failure, or
         any Loan Party or any Controlled Group Member receives a notice of
         deficiency from the Internal Revenue Service with respect to any
         alleged or asserted such failure, or (ii) any request is made by any
         Person for a variance from the minimum funding standard, or an
         extension of the period for amortizing unfunded liabilities, with
         respect to a Plan.

                  "Person" shall mean an individual or a corporation, limited
liability company, partnership, trust, unincorporated association, joint
venture, joint-stock company, Governmental Authority or any other entity.

                  "Plan" means any employee pension benefit plan within the
meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) covered by
Title IV of ERISA by reason of Section 4021 of ERISA, of which any Loan Party or
any Controlled Group Member is or has been within the preceding five (5) years a
"contributing sponsor" within the meaning of Section 4001(a)(13) of ERISA, or
which is or has been within the preceding five (5) years maintained for
employees of any Loan Party or any Controlled Group Member.

                  "Portion" shall mean the Base Rate Portion or the Euro-Rate
Portion, as the case may be.

                  "Postretirement Benefits" shall mean any benefits, other than
retirement income, provided by any Loan Party to retired employees, or to their
spouses, dependents or beneficiaries, including, without limitation, group
medical insurance or benefits, or group life insurance or death benefits.

                  "Potential Default" shall mean any event or condition which
with notice, passage of time or a determination by the Agent or the Lenders, or
any combination of the foregoing, would constitute an Event of Default.



                                     - 15 -
<PAGE>   22

                  "Pricing Grid" means the table identified as such in Annex A.

                  "Prime Rate" as used herein, shall mean the interest rate per
annum announced from time to time by Mellon Bank, N.A. as its prime rate, such
rate to change automatically effective as of the effectiveness of each announced
change in such prime rate which rate may be greater or less then other interest
rates charged by Mellon Bank, N.A. to other borrowers and is not solely based or
dependent upon the interest rate which Mellon Bank, N.A. may charge any
particular borrower or class of borrowers.

                  "Pro Rata" shall mean from or to each Lender in proportion to
such Lender's Commitment Percentage.

                  "Purchasing Lender" shall have the meaning set forth in
Section 10.14(c).

                  "Register" shall have the meaning set forth in Section
10.14(d).

                  "Reportable Event" means (a) a reportable event described in
Section 4043 of ERISA and regulations thereunder, (b) a withdrawal by a
substantial employer from a Plan to which more than one employer contributes, as
referred to in Section 4063(b) of ERISA, (c) a cessation of operations at a
facility causing more than twenty percent (20%) of Plan participants to be
separated from employment, as referred to in Section 4068(f) of ERISA, or (d) a
failure to make a required installment or other payment with respect to a Plan
when due in accordance with Section 412 of the Code or Section 302 of ERISA
which causes the total unpaid balance of missed installments and payments
(including unpaid interest) to exceed $750,000.

                  "Required Lenders" shall mean, as of any date, Lenders which
have Commitments constituting, in the aggregate, at least a majority of the
total Commitments of all the Lenders or, if the Commitments have terminated,
Lenders holding in the aggregate at least a majority of the Revolving Credit
Exposures.

                  "Responsible Officer" with respect to any Loan Party shall
mean the Chief Executive Officer, President, any Vice President, Treasurer,
Chief Financial Officer or Controller of such Loan Party.

                  "Revolving Credit Commitment" shall have the meaning set forth
in Section 2.01(a) hereof.

                  "Revolving Credit Committed Amount" shall have the meaning set
forth in Section 2.01(a) hereof.

                  "Revolving Credit Exposure" of any Lender at any time shall
mean the sum at such time of the outstanding principal amount of such Lender's
Revolving Credit Loans plus such Lender's Pro Rata share of the sum of the
aggregate Letter of Credit Exposure.



                                     - 16 -
<PAGE>   23

                  "Revolving Credit Extensions of Credit" shall mean, at any
particular time, the sum of (a) the aggregate unpaid principal amount of
Revolving Credit Loans then outstanding and (b) the aggregate Letter of Credit
Obligations then outstanding.

                  "Revolving Credit Loans" shall have the meaning set forth in
Section 2.01(a) hereof.

                  "Revolving Credit Maturity Date" shall mean April 4, 2003.

                  "Revolving Credit Notes" shall mean the promissory notes of
the Borrower executed and delivered under Section 2.01(c) hereof, any promissory
note issued in substitution therefor pursuant to Section 10.14(c) and Section
2.12(b), together with all extensions, renewals, refinancings or refundings
thereof in whole or part.

                  "Short Term Commitments" shall mean the aggregate "Revolving
Credit Commitments" of the "Lenders" (each as defined in the Short Term Credit
Agreement) under the Short Term Credit Agreement.

                  "Short Term Credit Agreement" shall mean that certain Short
Term Credit Agreement dated the date hereof, by and among the Borrower, the
Lenders named therein and Mellon Bank, N.A., as the Agent, as amended.

                  "Short Term Loan Documents" shall mean the Loan Documents as
defined in the Short Term Credit Agreement.

                  "Solvent" means, with respect to any Person at any time, that
at such time (a) the sum of the debts and liabilities (including, without
limitation, contingent liabilities) of such Person is not greater than all of
the assets of such Person at a fair valuation, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person has not incurred, will not incur,
does not intend to incur, and does not believe that it will incur, debts or
liabilities (including, without limitation, contingent liabilities) beyond such
person's ability to pay as such debts and liabilities mature, and (d) such
Person is not engaged in, and is not about to engage in, a business or a
transaction for which such person's property constitutes or would constitute
unreasonably small capital. In computing the amount of contingent liabilities at
any time, it is intended that such liabilities will be computed at the amount
which, in light of all the facts and circumstances existing at such time,
represents the amount the can reasonably be expected to become an actual or
matured liability.

                  "Standard Notice" shall mean an irrevocable notice provided to
the Agent on a Business Day which is:

                  (a) The same day in the case of selection of, conversion to or
         renewal of the Base Rate Option or prepayment of any Base Rate Portion;
         and



                                     - 17 -
<PAGE>   24

                  (b) At least three (3) London Business Days in advance in the
         case of selection of the Euro-Rate Option or prepayment of any
         Euro-Rate Portion.

Standard Notice must be provided no later than 12:00 Noon, Pittsburgh time, on
the last day permitted for such notice.

                  "Standby Letter of Credit Application" shall have the meaning
set forth in Section 3.03(a) hereof.

                  "Stock Payment" by any Person shall mean any dividend,
distribution or payment of any nature (whether in cash, securities, or other
property) on account of or in respect of any shares of the capital stock (or
warrants, options or rights therefor) of such Person, including but not limited
to any payment on account of the purchase, redemption, retirement, defeasance or
acquisition of any shares of the capital stock (or warrants, options or rights
therefor) of such Person, in each case regardless of whether required by the
terms of such capital stock (or warrants, options or rights) or any other
agreement or instrument.

                  "Subsidiary" of a Person at any time shall mean any
corporation of which a majority (by number of shares or number of votes) of any
class of outstanding capital stock normally entitled to vote for the election of
one or more directors (regardless of any contingency which does or may suspend
or dilute the voting rights of such class) is at such time owned directly or
indirectly, beneficially or of record, by such Person or one or more
Subsidiaries of such Person, and any trust of which a majority of the beneficial
interest is at such time owned directly or indirectly, beneficially or of
record, by such Person or one or more Subsidiaries of such Person.

                  "Subsidiary Guarantees" shall have the meaning set forth in
Section 5.01(n) hereof.

                  "Swaps" shall mean, with respect to any Person, payment
obligations with respect to interest rate swaps, currency swaps and similar
obligations obligating such Person to make payments, whether periodically or
upon the happening of a contingency. For the purposes of this Agreement, the
amount of the obligation under any Swap shall be the amount determined in
respect thereof as of the end of the then most recently ended fiscal quarter of
such Person, based on the assumption that such Swap had terminated at the end of
such fiscal quarter, and in making such determination, if any agreement relating
to such Swap provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

                  "Taxes" shall have the meaning set forth in Section 2.11(a)
hereof.

                  "Transfer Supplement" shall have the meaning set forth in
Section 10.14(c) hereof.



                                     - 18 -
<PAGE>   25

                  "US Currency" shall mean Dollars.

                  1.02. Construction. Unless the context of this Agreement
otherwise clearly requires, references to the plural include the singular, the
singular the plural and the part the whole; "or" has the inclusive meaning
represented by the phrase "and/or"; and "property" includes all properties and
assets of any kind or nature, tangible or intangible, real, personal or mixed.
References in this Agreement to "determination" (and similar terms) by the Agent
or any Lender include good faith estimates by the Agent or any Lender (in the
case of quantitative determinations) and good faith beliefs by the Agent or any
Lender (in the case of qualitative determinations). The words "hereof,"
"herein," "hereunder" and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement.
References herein to "out-of-pocket expenses" of a Person (and similar terms)
include, but are not limited to, the reasonable fees of in-house counsel and
other in-house professionals of such Person to the extent that such fees are
routinely identified and specifically charged under such Person's normal cost
accounting system. The section and other headings contained in this Agreement
and the Table of Contents preceding this Agreement are for reference purposes
only and shall not control or affect the construction of this Agreement or the
interpretation thereof in any respect. Section, subsection and exhibit
references are to this Agreement unless otherwise specified.

                  1.03. Accounting Principles.

                  (a) As used herein, "GAAP" shall mean generally accepted
accounting principles as such principles shall be in effect at the Relevant
Date, subject to the provisions of this Section 1.03. As used herein, "Relevant
Date" shall mean the date a relevant computation or determination is to be made
or the date of relevant financial statements, as the case may be.

                  (b) Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters shall be
made, and all financial statements to be delivered pursuant to this Agreement
shall be prepared, in accordance with GAAP (including principles of
consolidation where appropriate), and all accounting or financial terms shall
have the meanings ascribed to such terms by GAAP.

                  (c) If any change in GAAP after the date of this Agreement is
or shall be required to be applied to transactions then or thereafter in
existence, and a violation of one or more provisions of this Agreement shall
have occurred or in the opinion of the Borrower would likely occur which would
not have occurred or be likely to occur if no change in accounting principles
had taken place,

                  (i) The Lenders agree that such violation shall not be
         considered to constitute an Event of Default or a Potential Default for
         a period of ninety (90) days from the date the Borrower notifies the
         Agent of the application of this Section 1.03(c);

                  (ii) The Borrower and the Lenders agree in such event to
         negotiate in good faith an amendment of this Agreement which shall
         approximate to the extent possible the



                                     - 19 -
<PAGE>   26

         economic effect of the original financial covenants after taking into
         account such change in GAAP; and

                  (iii) If the Borrower and the Lenders are unable to negotiate
         such an amendment within such ninety-day period, the Borrower shall
         have the option of (A) prepaying the Revolving Credit Loans and causing
         the cancellation of any Letters of Credit (pursuant to applicable
         provisions hereof) or (B) submitting the drafting of such an amendment
         to a firm of independent certified public accountants of nationally
         recognized standing acceptable to the Borrower and the Agent which
         shall complete its draft of such amendment within ninety (90) days of
         submission; if the Borrower and the Lenders cannot agree, the firm
         shall be selected by binding arbitration in the City of Pittsburgh,
         Pennsylvania, in accordance with the rules then being used by the
         American Arbitration Association. If the Borrower does not exercise
         either such option within said period, then as used in this Agreement,
         "GAAP" shall mean generally accepted accounting principles in effect at
         the Relevant Date. Each Lender agrees that if the Borrower elects the
         option in clause (B) above, until such firm has been selected and
         completes drafting such amendment, no such violation shall constitute
         an Event of Default or a Potential Default.

                  (d) If any change in GAAP after the date of this Agreement is
required to be applied to transactions or conditions then or thereafter in
existence, and the Lenders shall assert that the effect of such change is or
shall likely be to distort materially the effect of any of the definitions of
financial terms in Article I hereof or any of the covenants of the Borrower in
Article VII hereof (the "Financial Provisions"), so that the intended economic
effect of any of the Financial Provisions will not in fact be accomplished,

                  (i) The Agent shall notify the Borrower of such assertion,
         specifying the change in GAAP which is objected to, and until otherwise
         determined as provided below, the specified change in GAAP shall not be
         made by the Borrower in its financial statements for the purpose of
         applying the Financial Provisions; and

                  (ii) The Borrower and the Lenders shall follow the procedures
         set forth in paragraph (ii) and the first sentence of paragraph (iii)
         of subsection (c) of this Section. If the Borrower and the Lenders are
         unable to agree on an amendment as provided in said paragraph (ii) and
         if the Borrower does not exercise either option set forth in the first
         sentence of said paragraph (iii) within the specified period, then as
         used in this Agreement "GAAP" shall mean generally accepted accounting
         principles in effect at the Relevant Date, except that the specified
         change in GAAP which is objected to by the Lenders shall not be made in
         applying the Financial Provisions. The Lenders agree that if the
         Borrower elects the option in clause (B) of the first sentence of said
         paragraph (iii), until such independent firm has been selected and
         completes drafting such amendment, the specified change in GAAP shall
         not be made in applying the Financial Provisions.

                  (e) All expenses of compliance with this Section 1.03 shall be
paid for by the Borrower.



                                     - 20 -
<PAGE>   27

                                   ARTICLE II
                                REVOLVING CREDIT

                  2.01. Revolving Credit Loans.

                  (a) Revolving Credit Commitments. Subject to the terms and
conditions and relying upon the representations and warranties herein set forth,
each Lender, severally and not jointly, agrees (such agreement being herein
called such Lender's "Revolving Credit Commitment") to make loans (the
"Revolving Credit Loans") to the Borrower at any time or from time to time on or
after the date hereof and to but not including the Revolving Credit Maturity
Date. A Lender shall have no obligation to make any Revolving Credit Loan to the
extent that the aggregate principal amount of such Lender's Pro Rata share of
the total Revolving Credit Extensions of Credit at any time outstanding would
exceed such Lender's Revolving Credit Committed Amount at such time. Each
Lender's "Revolving Credit Committed Amount" at any time shall be equal to the
amount set forth on the Commitment Schedule across from its name.

                  (b) Nature of Credit. Within the limits of time and amount set
forth in this Section 2.01, and subject to the provisions of this Agreement, the
Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder.

                  (c) Revolving Credit Note. The obligation of the Borrower to
repay the unpaid principal amount of the Revolving Credit Loans made to it by
each Lender and to pay interest thereon shall be evidenced in part by a
promissory note of the Borrower, dated the Closing Date, (the "Revolving Credit
Notes") in substantially the form attached hereto as Exhibit A, with the blanks
appropriately filled, payable to the order of such Lender in a face amount equal
to such Lender's Revolving Credit Committed Amount.

                  (d) Maturity. To the extent not due and payable earlier, the
Revolving Credit Loans shall be due and payable on the Revolving Credit Maturity
Date and, to the extent that the aggregate Revolving Credit Extensions of Credit
at any time outstanding is in excess of the aggregate of all Revolving Credit
Committed Amounts at such time (whether as a result of the reduction of the
Revolving Credit Committed Amounts or otherwise), a portion of the Revolving
Credit Loans in an amount equal to such excess shall be immediately due and
payable.

                  2.02. Commitment Fee. The Borrower shall pay to the Agent for
the account of each Lender a commitment fee (the "Commitment Fee") calculated at
the Commitment Fee Rate for each day from and including the date hereof to but
not including the Revolving Credit Maturity Date (or such earlier date on which
the Revolving Credit Commitment terminates), on the amount (not less than zero)
equal to (a) such Lender's Revolving Credit Committed Amount minus (b) such
Lender's Revolving Credit Extensions of Credit on such day. Such Commitment Fee
shall be due and payable for the preceding period for which such fee has not
been paid (x) on the first (1st) day of each January, April, July and October
and (y) on the date of each reduction of the Revolving Credit Committed Amounts
on the amount so reduced and (z) on the Revolving



                                     - 21 -
<PAGE>   28

Credit Maturity Date. For purposes hereof, the "Commitment Fee Rate" for each
day shall mean the applicable percentage set forth in Annex A based on the
Applicable Tier on such day times 1/360.

                  2.03. Making of Loans. Whenever the Borrower desires that the
Lenders make Revolving Credit Loans, the Borrower shall provide Standard Notice
to the Agent setting forth the following information:

                  (a) The date, which shall be a Business Day, on which such
proposed Loans are to be made;

                  (b) The aggregate principal amount of such proposed Loans,
which shall be the sum of the principal amounts selected pursuant to clause (c)
of this Section 2.03, and which shall be an integral multiple of $100,000 for
Loans subject to the Base Rate and not less than $250,000 or such amount plus an
integral multiple of $100,000 in excess thereof for the Funding Segment of the
Euro-Rate Portion;

                  (c) The interest rate Option or Options selected in accordance
with Section 2.04(a) hereof and the principal amounts selected in accordance
with Section 2.04(d) hereof of the Base Rate Portion and each Funding Segment of
the Euro-Rate Portion, as the case may be, of such proposed Loans; and

                  (d) With respect to each such Funding Segment of such proposed
Loans, the Euro-Rate Funding Period to apply to such Funding Segment, selected
in accordance with Section 2.04(c) hereof.

Standard Notice having been so provided, the Agent shall promptly notify each
Lender of the information contained therein and of the amount of such Lender's
Loan. Unless any applicable condition specified in Article V hereof has not been
satisfied, on the date specified in such Standard Notice, each Lender shall make
the proceeds of its Loan available to the Agent, no later than 2:00 p.m.,
Pittsburgh time, in funds immediately available at the Agent's Office. The Agent
will make the funds so received available to the Borrower in funds immediately
available at the Agent's Office.

                  2.04. Interest Rates.

                  (a) Optional Bases of Borrowing. The unpaid principal amount
of the Loans shall bear interest for each day until due on one or more bases
selected by the Borrower from among the interest rate Options set forth below.
Subject to the provisions of this Agreement, the Borrower may select different
Options to apply simultaneously to different Portions of the Loans and may
select different Funding Segments to apply simultaneously to different parts of
the Euro-Rate Portion of the Loans. The aggregate number of Funding Segments
applicable to the Euro-Rate Portion of the Loans at any time shall not exceed
six (6).



                                     - 22 -
<PAGE>   29

                  (i) Base Rate Option: A rate per annum (computed on the basis
         of a year of 360 days and actual days elapsed) for each day equal to
         the Base Rate for such day plus the Applicable Margin for such day. The
         "Base Rate" for any day shall mean the greater of (A) the Prime Rate
         for such day or (B) 0.50% plus the Federal Funds Effective Rate for
         such day such interest rate to change automatically from time to time
         effective as of the effective date of each change in the Prime Rate or
         the Federal Funds Effective Rate.

                  (ii) Euro-Rate Option: A rate per annum (based on a year of
         360 days and actual days elapsed) for each day equal to the Euro-Rate
         for such day plus the Applicable Margin for such day. The "Euro-Rate"
         for any day shall mean for each Funding Segment of the Euro-Rate
         Portion corresponding to a proposed or existing Euro-Rate Funding
         Period the rate per annum determined by the Agent by dividing (the
         resulting quotient to be rounded upward to the nearest 1/1000 of 1%)
         (A) the rate of interest (which shall be the same for each day in such
         Euro-Rate Funding Period) determined in good faith by the Agent in
         accordance with its usual procedures (which determination shall be
         conclusive) to be the average of the rates per annum for deposits in
         Dollars offered to major money center banks in the London interbank
         market at approximately 11:00 a.m., London time, two (2) London
         Business Days prior to the first day of such Euro-Rate Funding Period
         for delivery on the first day of such Euro-Rate Funding Period in
         amounts comparable to such Funding Segment and having maturities
         comparable to such Euro-Rate Funding Period (except that the Euro-Rate
         with respect to a two-week Euro-Rate Funding Period shall be determined
         on the basis of deposits having a maturity of one month and not two
         weeks, with no amount to be due pursuant to Section 2.10(b) as a result
         thereof) by (B) a number equal to 1.00 minus the Euro-Rate Reserve
         Percentage.

                  The "Euro-Rate" may also be expressed by the following
         formula:

                              [average of the rates offered to major money ]
                              [center banks in the London interbank market ]
         Euro-Rate =          [determined by the Agent per subsection (A)  ]
                               --------------------------------------------
                              [1.00 - Euro-Rate Reserve Percentage         ]

                  "Euro-Rate Reserve Percentage" for any day shall mean the
         percentage (expressed as a decimal, rounded upward to the nearest
         1/1000 of 1%), as determined in good faith by the Agent (which
         determination shall be conclusive), which is in effect on such day as
         prescribed by the Board of Governors of the Federal Reserve System (or
         any successor) representing the maximum reserve requirement (including,
         without limitation, supplemental, marginal and emergency reserve
         requirements) with respect to eurocurrency funding (currently referred
         to as "Eurocurrency liabilities") of a member bank in such System. The
         Euro-Rate shall be adjusted automatically as of the effective date of
         each change in the Euro-Rate Reserve Percentage. The Euro-Rate Option
         shall be calculated in accordance with the foregoing whether or not any
         Lender is actually required to hold reserves in connection with its
         eurocurrency funding or, if required to hold such reserves, is required
         to hold reserves at the "Euro-Rate Reserve Percentage" as herein
         defined.



                                     - 23 -
<PAGE>   30

                  The Agent shall give prompt notice to the Borrower and to the
         Lenders of the Euro-Rate determined or adjusted in accordance with the
         definition of the Euro-Rate, which determination or adjustment shall be
         conclusive if made in good faith.

                  (b) Applicable Margin. The Applicable Margin for each day
shall mean the applicable percentage set forth in Annex A for each interest rate
option based on the Applicable Tier on such day, provided that, from the Closing
Date through September 30, 2000 the Applicable Tier shall be no lower than Tier
II.

                  (c) Euro-Rate Funding Periods. At any time when the Borrower
shall select, convert to or renew the Euro-Rate Option to apply to any part of
the Loans, the Borrower shall specify one or more periods during which the
Euro-Rate Option shall apply, such periods being two weeks or one, two, three or
six months ("Euro-Rate Funding Period"); provided, that (i) each Euro-Rate
Funding Period shall begin on a London Business Day, and the term "month", when
used in connection with a Euro-Rate Funding Period, shall be construed in
accordance with prevailing practices in the interbank eurodollar market at the
commencement of such Euro-Rate Funding Period, as determined in good faith by
the Agent (which determination shall be conclusive); (ii) the Borrower may not
select a Euro-Rate Funding Period that would end after the Revolving Credit
Maturity Date; and (iii) the Borrower shall, in selecting any Euro-Rate Funding
Period, allow for scheduled mandatory payments of the Loans. Any Euro-Rate
Funding Period which would otherwise end on a date which is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in the next calendar month, in which case such Euro-Rate Funding Period
shall end on the immediately preceding Business Day.

                  (d) Transactional Amounts. Every selection of, conversion
from, conversion to or renewal of an interest rate Option and every payment or
prepayment of any Loans shall be in a principal amount such that after giving
effect thereto the aggregate principal amount of (i) the Base Rate Portion shall
be for not less than the lesser of $100,000 or the maximum amount available for
Loans to which the Basic Rate option applies and (ii) each Funding Segment of
the Euro-Rate Portion of the Loans shall be $250,000 or an integral multiple of
$100,000 in excess thereof.

                  (e) Euro-Rate Unascertainable; Impracticability. If

                  (i) on any date on which a Euro-Rate would otherwise be set
         the Agent (in the case of clauses (A) or (B) below) or any Lender (in
         the case of clause (C) below) shall have determined in good faith
         (which determination shall be conclusive) that:

                           (A) adequate and reasonable means do not exist for
                  ascertaining such Euro-Rate,

                           (B) a contingency has occurred which materially and
                  adversely affects the interbank eurodollar market, or



                                     - 24 -
<PAGE>   31

                           (C) the effective cost to such Lender of funding a
                  proposed Funding Segment of the Euro-Rate Portion from a
                  Corresponding Source of Funds shall exceed the Euro-Rate
                  applicable to such Funding Segment, or

                  (ii) at any time any Lender shall have determined in good
         faith (which determination shall be conclusive) that the making,
         maintenance or funding of any part of the Euro-Rate Portion has been
         made impracticable or unlawful by compliance by such Lender or a
         Notional Euro-Rate Funding Office in good faith with any Law or
         guideline or interpretation or administration thereof by any
         Governmental Authority charged with the interpretation or
         administration thereof or with any request or directive of any such
         Governmental Authority (whether or not having the force of law);

then, and in any such event, the Agent or such Lender, as the case may be, may
notify the Borrower of such determination (and any Lender giving such notice
shall notify the Agent). Upon such date as shall be specified in such notice
(which shall not be earlier than the date such notice is given), the obligation
of each of the Lenders to allow the Borrower to select, convert to or renew the
Euro-Rate Option shall be suspended until the Agent or such Lender, as the case
may be, shall have later notified the Borrower (and any Lender giving such
notice shall notify the Agent) of the Agent's or such Lender's determination in
good faith (which determination shall be conclusive) that the circumstance
giving rise to such previous determination no longer exist.

                  If any Lender notifies the Borrower of a determination under
subsection (ii) of this Section 2.04(e), the Euro-Rate Portion of the Loans of
such Lender (the "Affected Lender") shall automatically be converted to the Base
Rate Option as of the date specified in such notice (and accrued interest
thereon shall be due and payable on such date).

                  If at the time the Agent or a Lender makes a determination
under subsection (i) or (ii) of this Section 2.04(e) the Borrower previously has
notified the Agent that it wishes to select, convert to or renew the Euro-Rate
Option with respect to any proposed Loans but such Loans have not yet been made,
such notification shall be deemed to provide for selection of, conversion to or
renewal of the Base Rate Option instead of the Euro-Rate Option with respect to
such Loans or, in the case of a determination by a Lender, such Loans of such
Lender.

                  (f) Availability of Funds. If at any time any Lender cannot
access funds through traditional sources, as determined by such Lender in good
faith (which determination shall be conclusive absent manifest error), and it is
necessary for such Lender to access funding through the Federal Reserve System's
Century Date Change Special Liquidity Facility Program (the "Alternative
Funds"), then the interest rate applicable to such Lender's Pro Rata share of
the Loans made with such Alternative Funds shall be equal to (i) the Federal
Funds Effective Rate then in effect, plus (ii) 1.50%, plus (iii) the Applicable
Margin determined by reference to the Leverage Ratio on such date.



                                     - 25 -
<PAGE>   32

                  2.05. Conversion or Renewal of Interest Rate Options.

                  (a) Conversion or Renewal. Subject to the provisions of
Sections 2.09(c) and 2.10(b) hereof, and if no Event of Default or Potential
Default shall have occurred and be continuing or shall exist, the Borrower may
convert any part of the Loans from any interest rate Option or Options to one or
more different interest rate Options and may renew the Euro-Rate Option as to
any Funding Segment of the Euro-Rate Portion:

                  (i) At any time with respect to conversion from the Base Rate
         Option; or

                  (ii) At the expiration of any Euro-Rate Funding Period with
         respect to conversions from or renewals of the Euro-Rate Option, as to
         the Funding Segment corresponding to such expiring Euro-Rate Funding
         Period.

Whenever the Borrower desires to convert or renew any interest rate Option or
Options, the Borrower shall provide to the Agent Standard Notice setting forth
the following information:

                  (v) The date, which shall be a Business Day, on which the
         proposed conversion or renewal is to be made;

                  (w) The principal amounts selected in accordance with Section
         2.04(d) hereof of the Base Rate Portion and each Funding Segment of the
         Euro-Rate Portion to be converted from or renewed;

                  (x) The interest rate Option or Options selected in accordance
         with Section 2.04(a) hereof and the principal amounts selected in
         accordance with Section 2.04(d) hereof of the Base Rate Portion and
         each Funding Segment of the Euro-Rate Portion to be converted to; and

                  (y) With respect to each Funding Segment to be converted to or
         renewed, the Euro-Rate Funding Period selected in accordance with
         Section 2.04(c) hereof to apply to such Funding Segment.

Standard Notice having been so provided, after the date specified in such
Standard Notice, interest shall be calculated upon the principal amount of the
Loans as so converted or renewed. Interest on the principal amount of any part
of the Loans converted or renewed (automatically or otherwise) shall be due and
payable on the conversion or renewal date.

                  (b) Failure to Convert or Renew. Absent due notice from the
Borrower of conversion or renewal in the circumstances described in Section
2.05(a)(ii) hereof, any part of the Euro-Rate Portion for which such notice is
not received shall be converted automatically to the Base Rate Option on the
last day of the expiring Euro-Rate Funding Period.



                                     - 26 -
<PAGE>   33

                  2.06. Prepayments Generally. Whenever the Borrower desires or
is required to prepay any part of the Loans, it shall provide Standard Notice to
the Agent setting forth the following information:

                  (a) The date, which shall be a Business Day, on which the
proposed prepayment is to be made;

                  (b) The total principal amount of such prepayment, which shall
be the sum of the principal amounts selected pursuant to clause (c) of this
Section 2.06; and

                  (c) The principal amounts selected in accordance with Section
2.04(d) hereof of the Base Rate Portion and each part of each Funding Segment of
the Euro-Rate Portion to be prepaid.

Standard Notice having been so provided, on the date specified in such Standard
Notice, the principal amounts of the Base Rate Portion and each part of the
Euro-Rate Portion specified in such notice, together with interest on each such
principal amount to such date, shall be due and payable.

                  2.07. Optional Prepayments. The Borrower shall have the right
at its option from time to time to prepay the Loans in whole or part without
premium or penalty (subject, however, to Section 2.10(b) hereof):

                  (a) At any time with respect to any part of the Base Rate
Portion; or

                  (b) At the expiration of any Euro-Rate Funding Period with
respect to prepayment of the Euro-Rate Portion with respect to any part of the
Funding Segment corresponding to such expiring Euro-Rate Funding Period.

Any such prepayment shall be made in accordance with Section 2.06 hereof.

                  2.08. Interest Payment Dates. Interest on the Base Rate
Portion shall be due and payable on the first (1st) Business Day of each
calendar month. Interest on each Funding Segment of the Euro-Rate Portion shall
be due and payable on the last day of the corresponding Euro-Rate Funding Period
and, if such Euro-Rate Funding Period is longer than three months, also on the
last day of the third month of such Euro-Rate Funding Period (subject to the
rules of Section 2.04(c) and Section 10.01). After maturity of any part of the
Loans (by acceleration or otherwise), interest on such part of the Loans shall
be due and payable on demand.

                  2.09. Pro Rata Treatment; Payments Generally; Interest on
Overdue Amounts.

                  (a) Pro Rata Treatment. Each borrowing and conversion and
renewal of interest rate Options hereunder shall be made, and all payments made
in respect of principal, interest and Commitment Fees due from the Borrower
hereunder or under the Notes shall be applied, Pro Rata from and to each Lender,
except for payments of interest involving an Affected




                                     - 27 -
<PAGE>   34

Lender as provided in Section 2.04(e) hereof, payments to a Lender under
Sections 2.10, 2.11 or 3.07 hereof and payments to any Issuing Bank pursuant to
Section 3.02 hereof. The failure of any Lender to make a Loan shall not relieve
any other Lender of its obligation to lend hereunder, but neither the Agent nor
any Lender shall be responsible for the failure of any other Lender to make a
Loan.

                  (b) Payments Generally. All payments and prepayments to be
made by the Borrower in respect of principal, interest, fees, indemnity,
expenses or other amounts due from the Borrower hereunder or under any Loan
Document shall be payable in Dollars by 12:00 o'clock Noon, Pittsburgh time, on
the day when due without presentment, demand, protest or notice of any kind, all
of which are hereby expressly waived, and an action therefor shall immediately
accrue, without setoff, counterclaim, withholding or other deduction of any kind
or nature. Such payments shall be made to the Agent at its Office in Dollars in
funds immediately available at such Office. Any payment or prepayment received
by the Agent after 12:00 o'clock Noon, Pittsburgh time, on any day shall be
deemed to have been received on the next succeeding Business Day. The Agent
shall distribute to the Lenders all such payments received by it from the
Borrower as promptly as practicable after receipt by the Agent but in no event
later than the next Business Day.

                  (c) Default Interest. To the extent permitted by law, from and
after the date on which an Event of Default shall have occurred hereunder, and
so long as such Event of Default continues to exist, principal, interest, fees,
indemnity, expenses or any other amounts due from the Borrower hereunder or
under any other Loan Document, such amounts shall bear interest for each day
(before and after judgment), payable on demand, at a rate per annum (in each
case based on a year of 360 days and actual days elapsed) which for each day
shall be equal to the following:

                  (i) In the case of any part of the Euro-Rate Portion, (A)
         until the end of the applicable then-current Euro-Rate Funding Period
         at a rate per annum two percent (2%) above the rate otherwise
         applicable to such part, and (B) thereafter in accordance with the
         following clause (ii); and

                  (ii) In the case of any other amount due from the Borrower
         hereunder or under any Loan Document, two percent (2%) above the
         then-current Base Rate Option.

To the extent permitted by law, interest accrued on any amount which has become
due hereunder or under any Loan Document shall compound on a day-by-day basis,
and hence shall be added daily to the overdue amount to which such interest
relates.

                  2.10. Additional Compensation in Certain Circumstances.

                  (a) Increased Costs or Reduced Return Resulting From Taxes,
Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline
or interpretation or application thereof by any Governmental Authority charged
with the interpretation or



                                     - 28 -
<PAGE>   35

administration thereof or compliance with any request or directive of any
Governmental Authority (whether or not having the force of law) now existing or
hereafter adopted:

                  (i) subjects any Lender or any Notional Euro-Rate Funding
         Office to any tax or changes the basis of taxation with respect to this
         Agreement, the Notes, the Loans, the Letters of Credit or payments by
         the Borrower of principal, interest, commitment fee or other amounts
         due from the Borrower hereunder or under the Notes (except for taxes on
         the overall net income or overall gross receipts of such Lender or such
         Notional Euro-Rate Funding Office imposed by the jurisdictions
         (federal, state and local) in which such Lender's principal office or
         Notional Euro-Rate Funding Office is located),

                  (ii) imposes, modifies or deems applicable any reserve,
         special deposit or similar requirement against credits or commitments
         to extend credit extended by, assets (funded or contingent) of,
         deposits with or for the account of, other acquisitions of funds by,
         such Lender or any Notional Euro-Rate Funding Office (other than
         requirements expressly included herein in the determination of the
         Euro-Rate hereunder),

                  (iii) imposes, modifies or deems applicable any capital
         adequacy or similar requirement (A) against assets (funded or
         contingent) of, or credits or commitments to extend credit extended by,
         any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise
         applicable to the obligations of any Lender or any Notional Euro-Rate
         Funding Office under this Agreement, or

                  (iv) imposes upon any Lender or any Notional Euro-Rate Funding
         Office any other condition or expense with respect to this Agreement,
         the Notes or its making, maintenance or funding of any Loan, any Letter
         of Credit or any security therefor,

and the result of any of the foregoing is to increase the cost to, reduce the
income receivable by, or impose any expense (including loss of margin) upon any
Lender, any Notional Euro-Rate Funding Office or, in the case of clause (iii)
hereof, any Person controlling a Lender, with respect to this Agreement, the
Notes or the making, maintenance or funding of any Loan or any Letter of Credit
(or, in the case of any capital adequacy or similar requirement, to have the
effect of reducing the rate of return on such Lender's or controlling Person's
capital, taking into consideration such Lender's or controlling Person's
policies with respect to capital adequacy) by an amount which such Lender deems
to be material (such Lender being deemed for this purpose to have made,
maintained or funded each Funding Segment of the Euro-Rate Portion from a
Corresponding Source of Funds), such Lender may from time to time notify the
Borrower of the amount determined in good faith (using any averaging and
attribution methods) by such Lender (which determination shall be conclusive) to
be necessary to compensate such Lender or such Notional Euro-Rate Funding Office
for such increase, reduction or imposition. Such amount shall be due and payable
by the Borrower to such Lender five (5) Business Days after such notice is
given. A certificate by such Lender as to the amount due and payable under this
Section 2.10(a) from time to time and the method of calculating such amount
shall be conclusive. Each Lender agrees that it will use good faith efforts to
notify the Borrower of the occurrence of any event that would give rise to a
payment under this Section 2.10(a); provided, however, that



                                     - 29 -
<PAGE>   36

any failure of any Lender to give any such notice shall have no effect on the
Borrower's obligations hereunder.

                  (b) Funding Breakage. In addition to all other amounts payable
hereunder, if and to the extent for any reason any part of any Funding Segment
of any Euro-Rate Portion of the Loans becomes due (by acceleration or
otherwise), or is paid, prepaid or converted to the Base Rate Option (whether or
not such payment, prepayment or conversion is mandatory or automatic and whether
or not such payment or prepayment is then due), on a day other than the last day
of the corresponding Euro-Rate Funding Period (the date such amount so becomes
due, or is so paid, prepaid or converted, being referred to as the "Funding
Breakage Date"), the Borrower shall pay each Lender an amount ("Funding Breakage
Indemnity") determined by such Lender by calculating the following amount: (A)
the principal amount of such Funding Segment of the Loans owing to such Lender
which so became due, or which was so paid, prepaid or converted, times (B) the
greater of (x) zero or (y) the rate of interest applicable to such principal
amount on the Funding Breakage Date minus the market LIBID Rate as of the
Funding Breakage Date, times (C) the number of days from and including the
Funding Breakage Date to but not including the last day of such Funding Period,
times (D) 1/360. Such Funding Breakage Indemnity shall be due and payable on
demand and each Lender shall, upon making such demand, notify the Agent of the
amount so demanded. The amount payable to the Lender under this Section 2.10(b)
shall be determined in good faith by such Lender, and such determination shall
be conclusive absent manifest error.

                  2.11. Taxes.

                  (a) Payments Net of Taxes. All payments made by the Borrower
under this Agreement or any other Loan Document shall be made free and clear of,
and without reduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, and all liabilities with respect
thereto, excluding

                  (i) in the case of the Agent and each Lender, income or
         franchise taxes imposed on the Agent or such Lender by the jurisdiction
         under the laws of which the Agent or such Lender is organized or any
         political subdivision or taxing authority thereof or therein or as a
         result of a connection between the Agent or such Lender and any
         jurisdiction other than a connection resulting solely from this
         Agreement and the transactions contemplated hereby, and

                  (ii) in the case of each Lender, income or franchise taxes
         imposed by any jurisdiction in which such Lender's lending offices
         which make or book Loans are located or any political subdivision or
         taxing authority thereof or therein

(all such non-excluded taxes, levies, imposts, deductions, charges or
withholdings being hereinafter called "Taxes"). If any Taxes are required to be
withheld or deducted from any amounts payable to the Agent or any Lender under
this Agreement or any other Loan Document,



                                     - 30 -
<PAGE>   37

the Borrower shall pay the relevant amount of such Taxes and the amounts so
payable to the Agent or such Lender shall be increased to the extent necessary
to yield to the Agent or such Lender (after payment of all Taxes) interest or
any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement and the other Loan Documents. Whenever any Taxes are
paid by the Borrower with respect to payments made in connection with this
Agreement or any other Loan Document, as promptly as possible thereafter, the
Borrower shall send to the Agent for its own account or for the account of such
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof.

                  (b) Indemnity. The Borrower hereby indemnifies the Agent and
each of the Lenders for the full amount of all Taxes attributable to payments by
or on behalf of the Borrower hereunder or under any of the other Loan Documents,
any Taxes paid by the Agent or such Lender, any present or future claims,
liabilities or losses with respect to or resulting from any omission to pay or
delay in paying any Taxes (including any incremental Taxes, interest or
penalties that may become payable by the Agent or such Lender as a result of any
failure to pay such Taxes), whether or not such Taxes were correctly or legally
asserted. Such indemnification shall be made within thirty (30) days from the
date such Lender or the Agent, as the case may be, makes written demand
therefor.

                  (c) Withholding and Backup Withholding. Each Lender that is
incorporated or organized under the laws of any jurisdiction other than the
United States or any state thereof agrees that, on or prior to the date any
payment is due to be made to it hereunder or under any other Loan Document, it
will furnish to the Borrower and the Agent

                           (i) two valid, duly completed copies of United States
                  Internal Revenue Service Form 4224 or United States Internal
                  Revenue Form 1001 or successor applicable form, as the case
                  may be, certifying in each case that such Lender is entitled
                  to receive payments under this Agreement and the other Loan
                  Documents without deduction or withholding of any United
                  States federal income taxes and

                           (ii) a valid, duly completed Internal Revenue Service
                  Form W-8 or W-9 or successor applicable form, as the case may
                  be, to establish an exemption from United States backup
                  withholding tax.

Each Lender which so delivers to the Borrower and the Agent a Form 1001 or 4224
and Form W-8 or W-9, or successor applicable forms agrees to deliver to the
Borrower and the Agent two further copies of the said Form 1001 or 4224 and Form
W-8 or W-9, or successor applicable forms, or other manner of certification, as
the case may be, on or before the date that any such form expires or becomes
obsolete or otherwise is required to be resubmitted as a condition to obtaining
an exemption from withholding tax, or after the occurrence of any event
requiring a change in the most recent form previously delivered by it, and such
extensions or renewals thereof as may reasonably be requested by the Borrower
and the Agent, certifying in the case of a Form 1001 or Form 4224 that such
Lender is entitled to receive payments under this Agreement or any other Loan
Document without deduction or withholding of any United States federal




                                     - 31 -
<PAGE>   38

income taxes, unless in any such cases an event (including any changes in Law)
has occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such letter or form with respect
to it and such Lender advises the Borrower and the Agent that it is not capable
of receiving payments without any deduction or withholding of United States
federal income tax, and in the case of a Form W-8 or W-9, establishing an
exemption from United States backup withholding tax.

                  2.12. Funding by Branch, Subsidiary or Affiliate.

                  (a) Notional Funding. Each Lender shall have the right from
time to time, prospectively or retrospectively, without notice to the Borrower,
to deem any branch, subsidiary or affiliate of such Lender to have made,
maintained or funded any part of the Euro-Rate Portion at any time. Any branch,
subsidiary or affiliate so deemed shall be known as a "Notional Euro-Rate
Funding Office." Such Lender shall deem any part of the Euro-Rate Portion of the
Loans or the funding therefor to have been transferred to a different Notional
Euro-Rate Funding Office if such transfer would avoid or cure an event or
condition described in Section 2.04(e)(ii) hereof or would lessen compensation
payable by the Borrower under Section 2.10(a) hereof, and if such Lender
determines in its sole discretion that such transfer would be practicable and
would not have a Material Adverse Effect on such part of the Loans, such Lender
or any Notional Euro-Rate Funding Office (it being assumed for purposes of such
determination that each part of the Euro-Rate Portion is actually made or
maintained by or funded through the corresponding Notional Euro-Rate Funding
Office). Notional Euro-Rate Funding Offices may be selected by such Lender
without regard to such Lender's actual methods of making, maintaining or funding
Loans or any sources of funding actually used by or available to such Lender.

                  (b) Actual Funding. Each Lender shall have the right from time
to time to make or maintain any part of the Euro-Rate Portion by arranging for a
branch, subsidiary or affiliate of such Lender to make or maintain such part of
the Euro-Rate Portion. Such Lender shall have the right to (i) hold any
applicable Note payable to its order for the benefit and account of such branch,
subsidiary or affiliate or (ii) request the Borrower to issue one or more
substitute promissory notes in the principal amount of such Euro-Rate Portion,
in substantially the form attached hereto as Exhibit A, with the blanks
appropriately filled, payable to such branch, subsidiary or affiliate and with
appropriate changes reflecting that the holder thereof is not obligated to make
any additional Revolving Credit Loans to the Borrower. The Borrower agrees to
comply promptly with any request under subsection (ii) of this Section 2.12(b).
If any Lender causes a branch, subsidiary or affiliate to make or maintain any
part of the Euro-Rate Portion hereunder, all terms and conditions of this
Agreement shall, except where the context clearly requires otherwise, be
applicable to such part of the Euro-Rate Portion and to any note payable to the
order of such branch, subsidiary or affiliate to the same extent as if such part
of the Euro-Rate Portion were made or maintained and such note were the
Revolving Credit Note payable to such Lender's order.



                                     - 32 -
<PAGE>   39

                                   ARTICLE III
                                LETTERS OF CREDIT

                  3.01. Letters of Credit.

                  (a) Outstanding Letters of Credit. The Agent or one or more
Issuing Banks previously issued the irrevocable letters of credit set forth on
Schedule 3.01 hereto (the "Outstanding Letters of Credit") pursuant to the
Existing Credit Agreement or other agreements between Mellon and the Borrower.
The Borrower, the Lenders, the Agent and the Issuing Banks hereby agree that on
the Closing Date, subject to the terms and conditions hereof, the Outstanding
Letters of Credit shall be deemed to have been issued hereunder as of the
Closing Date.

                  (b) General. Subject to the terms and conditions of this
Agreement, and relying upon the representations and warranties herein set forth
and upon the agreements of the Lenders set forth in Sections 3.04 and 3.05
hereof, the Issuing Banks shall issue for the account of the Borrower letters of
credit (each, as amended, modified or supplemented from time to time, a "Letter
of Credit" and collectively the "Letters of Credit") at any time or from time to
time on or after the date hereof.

                  (c) Terms of Letters of Credit. The Borrower shall not request
any Letter of Credit to be issued, except within the following limitations: (i)
no Letter of Credit shall be issued on or after the Revolving Credit Maturity
Date, (ii) at the time any Letter of Credit is issued, the aggregate Revolving
Credit Extensions of Credit (after giving effect to issuance of the requested
Letter of Credit) shall not exceed the sum of the Revolving Credit Committed
Amounts of the Lenders at such time, (iii) each Letter of Credit shall have an
expiration date no later than one (1) year from the date of issuance thereof, or
if earlier thirty (30) days before the Revolving Credit Maturity Date, (iv) no
Letter of Credit shall be an evergreen Letter of Credit, other than such Letters
of Credit as requested by the Borrower and approved by the Required Lenders and
by the Issuing Bank issuing such Letter of Credit, (v) each Letter of Credit
shall be denominated in Dollars or any Other Currency , (vi) each Letter of
Credit shall be payable only against sight drafts (and not time drafts) and such
other certificates and documents as may be required by such Letter of Credit,
and (vii) at any time any Letter of Credit is issued, the aggregate Letter of
Credit Obligations (after giving effect to issuance of the requested Letter of
Credit) shall not exceed the Dollar Equivalent $15,000,000.

                  (d) Purposes of Letters of Credit. Each Letter of Credit shall
be satisfactory in form, substance and beneficiary to the Issuing Bank in its
discretion. Letters of Credit may be used by the Borrower for any proper
corporate purpose, including providing credit support for any Indebtedness or
other direct or indirect financing arrangements of the Borrowers as permitted by
this Agreement. The provisions of this Section 3.01(d) represent only an
obligation of the Borrower to the Issuing Banks and the Lenders; the Issuing
Bank shall have no obligation to the Lenders to ascertain the purpose of any
Letter of Credit, and the rights and obligations of the Lenders and the Issuing
Bank among themselves shall not be impaired or affected by a breach of this
Section 3.01(d).



                                     - 33 -
<PAGE>   40

                  3.02. Letter of Credit Fees.

                  (a) Letter of Credit Fees. The Borrower shall pay to the Agent
for the account of each Lender with respect to each outstanding Letter of Credit
a fee (the "Letter of Credit Fee") in an amount equal to the Applicable Margin
set forth in Annex A on the undrawn stated amount of such Letter of Credit from
time to time. The fee shall be payable annually in advance on the date of
issuance of such Letter of Credit and on the first day of each January while
such Letter of Credit is outstanding.

                  (b) Facing Fee. For each Letter of Credit which the Issuing
Bank issues pursuant to this Agreement, the Borrower shall pay to the Agent, for
the sole account of the Issuing Bank, on the date of issuance of such Letter of
Credit, a fee (the "Letter of Credit Facing Fee") in an amount equal to 0.125%
per annum of the stated amount of such Letter of Credit.

                  (c) Administrative and Amendment Fees. The Borrower shall pay
to the Agent, for the sole account of the Issuing Bank, such other
administrative, maintenance, amendment, drawing, negotiation and other fees as
may be customarily charged by the Issuing Bank from time to time in connection
with letters of credit.

                  3.03. Procedure for Issuance of Letters of Credit.

                  (a) Standby Letters of Credit. The Borrower shall,
concurrently with the execution and delivery of this Agreement, execute and
deliver to the Issuing Bank, a Continuing Letter of Credit Agreement in
substantially the form attached hereto as Exhibit B and the Borrower may from
time to time request the Issuing Bank to issue a Standby Letter of Credit in
accordance with the terms thereof by delivering to the Issuing Bank an
application, in such form as may from time to time be approved by the Issuing
Bank (the "Standby Letter of Credit Application"), completed to the satisfaction
of the Issuing Bank, together with such other certificates, documents and other
papers and information as the Issuing Bank may reasonably request.

                  (b) Documentary Letters of Credit. The Borrower may from time
to time request, upon at least three (3) Business Days' notice, the Issuing Bank
to issue a Documentary Letter of Credit by delivering to the Issuing Bank an
Application and Security Agreement (Documentary Letter of Credit) in
substantially the form attached hereto as Exhibit C or the Issuing Bank's then
current form of application (the "Documentary Letter of Credit Application"),
completed to the satisfaction of the Issuing Bank, together with such other
certificates, documents and other papers and information as the Issuing Bank may
reasonably request. Upon receipt of any Documentary Letter of Credit
Application, the Issuing Bank will process such Documentary Letter of Credit
Application, and the other certificates, documents and other papers delivered in
connection therewith, in accordance with its customary procedures and shall
promptly issue such Documentary Letter of Credit (but in no event earlier than
two (2) Business Days after receipt by the Issuing Bank of the Documentary
Letter of Credit Application



                                     - 34 -
<PAGE>   41

relating thereto) by issuing the original of such Documentary Letter of Credit
to the beneficiary thereof and by furnishing a copy thereof to the Borrower and
the Agent.

                  (c) Notice to Agent. In connection with Sections 3.03(a) and
3.03(b), the Issuing Bank shall promptly notify the Agent (by telephone or
otherwise), and furnish the Agent with the proposed form of Letter of Credit to
be issued. The Agent shall determine, as of the close of business on the day
before such proposed issuance, whether such proposed Letter of Credit complies
with the limitations set forth in Sections 3.01(b) and 3.01(c) hereof. Unless
such limitations are not satisfied the Agent shall notify the Issuing Bank (in
writing or by telephone promptly confirmed in writing) that the Issuing Bank is
authorized to issue such Letter of Credit. If the Issuing Bank issues a Letter
of Credit, it shall deliver the original of such Letter of Credit to the
beneficiary thereof or as the Borrower shall otherwise direct, and shall
promptly notify the Agent thereof and furnish a copy thereof to the Agent.

                  3.04. Participating Interests.

                  (a) Generally. Concurrently with the issuance of each Letter
of Credit in accordance with the terms of this Article III, the Issuing Bank
automatically shall be deemed, irrevocably and unconditionally, to have sold,
assigned, transferred and conveyed to each other Lender, and each other Lender
automatically shall be deemed, irrevocably and unconditionally, severally to
have purchased, acquired, accepted and assumed from the Issuing Bank, without
recourse to, or representation or warranty by, the Issuing Bank, an undivided
interest, in a proportion equal to such Lender's Pro Rata share, in all of the
Issuing Bank's rights and obligations in, to or under such Letter of Credit, the
related Letter of Credit Application, the Letter of Credit Reimbursement
Obligations, and all collateral, guarantees and other rights from time to time
directly or indirectly securing the foregoing (such interest of each Lender
being referred to herein as a "Letter of Credit Participating Interest"). On the
date that any Purchasing Lender becomes a party to this Agreement in accordance
with Section 10.14 hereof, Letter of Credit Participating Interests in any
outstanding Letters of Credit held by the Lender from which such Purchasing
Lender acquired its interest hereunder shall be proportionately reallotted
between such Purchasing Lender and such transferor Lender (and, to the extent
such transferor Lender is an Issuing Bank, the Purchasing Lender shall be deemed
to have acquired a Letter of Credit Participating Interest from such transferor
Lender to such extent).

                  (b) Obligations Absolute. Notwithstanding any other provision
hereof, each Lender hereby agrees that its obligation to participate in each
Letter of Credit issued in accordance herewith, its obligation to make the
payments specified in Section 3.05 hereof, and the right of the Issuing Bank to
receive such payments in the manner specified therein, are each absolute,
irrevocable and unconditional and shall not be affected by any circumstance
whatever. The failure of any Lender to make any such payment shall not relieve
any other Lender of its funding obligation hereunder on the date due, but no
Lender shall be responsible for the failure of any other Lender to meet its
funding obligations hereunder.

                  3.05. Drawings and Reimbursements.



                                     - 35 -
<PAGE>   42

                  (a) Borrower's Reimbursement Obligation. The Borrower hereby
agrees to reimburse the Issuing Bank, by making payment to the Agent for the
account of the Issuing Bank and the Lenders in accordance with Section 2.09(b)
hereof on the date of each payment made by the Issuing Bank under any Letter of
Credit issued on behalf of the Borrower in an amount equal to the Dollar
Equivalent of the amount so paid by the Issuing Bank, without notice, protest or
demand, all of which are hereby waived, and an action therefor shall immediately
accrue. To the extent such payment is not timely made, the Borrower hereby
agrees to pay to the Agent, for the account of the Issuing Bank and the Lenders,
on demand, interest on any unreimbursed Letter of Credit Reimbursement
Obligations for each day from and including the date of such payment by the
Issuing Bank until paid (before and after judgment) in accordance with Section
2.09(c) hereof, at the rate per annum set forth in Section 2.09(c)(ii) hereof.

                  (b) Payment by Lenders on Account of Unreimbursed Draws. If
the Issuing Bank makes a payment under any Letter of Credit and is not
reimbursed in full therefor on such payment date in accordance with Section
3.05(a) hereof, the Issuing Bank will promptly notify the Agent thereof (which
notice may be by telephone), and the Agent shall forthwith notify each Lender
(which notice may be by telephone promptly confirmed in writing) thereof. No
later than the Agent's close of business on the date such notice is given, each
such Lender will pay to the Agent, for the account of the Issuing Bank, in
immediately available funds, an amount equal to the Dollar Equivalent amount of
such Lender's ratable share of the unreimbursed portion of such payment by the
Issuing Bank. If and to the extent that any Lender fails to make such payment to
the Issuing Bank on such date, such Lender shall pay such amount on demand,
together with interest, for the Issuing Bank's own account, for each day from
and including the date of the Issuing Bank's payment to and including the date
of repayment to the Issuing Bank (before and after judgment) at the rate per
annum applicable to such Letter of Credit Reimbursement Obligations.

                  (c) Distributions to Participants. If, at any time, after the
Issuing Bank has made a Letter of Credit unreimbursed draw and has received from
any Lender such Lender's share of such Letter of Credit unreimbursed draw, and
the Issuing Bank receives any payment or makes any application of funds on
account of the Letter of Credit Reimbursement Obligation arising from such
Letter of Credit unreimbursed draw, the Issuing Bank will pay to the Agent, for
the account of such Lender, such Lender's Pro Rata share of such payment.

                  (d) Rescission. If any payment received by the Issuing Bank,
or any application made by the Issuing Bank on account of any Letter of Credit
Reimbursement Obligation shall be rescinded or otherwise shall be required to be
returned or paid over by the Issuing Bank for any reason at any time, whether
before or after the termination of this Agreement (or the Issuing Bank believes
in good faith that such rescission, return or payment is required, whether or
not such matter has been adjudicated), each such Lender will, promptly upon
notice from the Agent or the Issuing Bank, pay over to the Agent for the account
of the Issuing Bank its ratable share of the amount so rescinded, returned or
paid over, together with its ratable share of any interest or penalties payable
with respect thereto.



                                     - 36 -
<PAGE>   43

                  (e) Equalization. If any Lender receives any payment or makes
any application on account of its Letter of Credit Participating Interest, such
Lender shall forthwith pay over to the Issuing Bank, in Dollars and in like kind
of funds received or applied by it the amount in excess of such Lender's Pro
Rata share of the amount so received or applied.

                  3.06. Obligations Absolute. The payment obligations of the
Borrower under Section 3.05 shall be absolute, irrevocable and unconditional and
shall be paid strictly in accordance with the terms of this Agreement under any
and all circumstances, including, without limitation, the following
circumstances:

                  (a) any lack of validity or enforceability of any Letter of
Credit or any of the Loan Documents;

                  (b) any amendment or waiver of or any consent to departures
from all or any of the Loan Documents;

                  (c) any exchange, release or non-perfection of any collateral,
or any release or amendment or waiver of or consent to departure from any
guaranty;

                  (d) the existence of any claim, set-off, defense or other
right which the Borrower may have at any time against any beneficiary, or any
transferee, of any Letter of Credit (or any Persons for whom any such
beneficiary or any such transferee may be acting), the Lender, or any other
Person, whether in connection with this Agreement, the transactions contemplated
herein, or any unrelated transaction;

                  (e) any statement or any other document presented under any
Letter of Credit opened for its account proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect;

                  (f) payment by the Issuing Bank under any Letter of Credit
against presentation of a draft or certificate which does not comply with the
terms of such Letter of Credit, except payment resulting solely from the gross
negligence or willful misconduct of the Issuing Bank; or

                  (g) any other circumstances or happening whatsoever, whether
or not similar to any of the foregoing, except payment by the Issuing Bank under
any Letter of Credit resulting solely from the gross negligence or willful
misconduct of the Issuing Bank.

                  3.07. Increased Costs.

                  (a) In the event that any requirement of Law (or any change
therein or in the interpretation or application thereof) shall either (i)
impose, modify or hold applicable any reserve, special deposit or similar
requirement against letters of credit issued by the Issuing Bank or (ii) impose
upon the Issuing Bank, the Agent or any Lender any other condition regarding any
Letter of Credit and the result of any event referred to in clause (i) or (ii)
above shall be to




                                     - 37 -
<PAGE>   44

increase the cost to such Lender or Issuing Bank of issuing or maintaining such
Letter of Credit or to reduce any amount receivable in connection therewith,
then, in any such case the Borrower shall, without duplication of any amounts
paid pursuant to Subsection 2.10(a), promptly pay to the Agent, for the benefit
of each Lender, upon receipt of its demand setting forth in reasonable detail
any additional amounts which shall be sufficient to compensate each such Lender
for such increased cost or reduced amount receivable, together with interest on
each such amount from the date two (2) Business Days after the date demanded
until payment in full thereof at the Prime Rate. A certificate as to the fact
and amount of such increased cost incurred by such Lender, or such reduced
amount receivable as a result of any event mentioned in clause (i) or (ii)
above, submitted by the Agent to the Borrower shall be conclusive in the absence
of manifest error.

                  (b) In the event that the Agent shall have determined that the
adoption of any law, rule, regulation or guideline regarding capital adequacy,
or any change therein or in the interpretation or application thereof or
compliance by the Agent, Issuing Bank or any Lender or any Person controlling
the Agent, Issuing Bank or any Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or Governmental Authority, including, without limitation, the issuance of any
final rule, regulation or guideline, does or shall have the effect of reducing
the rate of return on such Lender's or such controlling Person's capital as a
consequence of its obligations hereunder to a level below that which such Lender
or such Person could have achieved but for such adoption, change or compliance
(taking into consideration such Lender's or such controlling Person's policies
with respect to capital adequacy) by an amount deemed by such Lender to be
material, then from time to time, after submission by a written request
therefor, the Borrower shall promptly pay to the Agent for the benefit of such
Lender, without duplication of any amounts paid pursuant to subsection 2.10(a)
such additional amount or amounts as will compensate such Lender for such
reduction.

                  3.08. Further Assurances. The Borrower hereby agrees, from
time to time, to do and perform any and all acts and to execute any and all
further instruments reasonably requested by the Issuing Bank more fully to
effect the purposes of this Agreement insofar as it relates to the issuance of
Letters of Credit hereunder.

                  3.09. Letter of Credit Application. The representations,
warranties and covenants by the Borrower, and the rights and remedies of the
Issuing Bank, under any Letter of Credit Application relating to any Letter of
Credit are in addition to, and not in limitation or derogation of,
representations, warranties and covenants by the Borrower, and rights and
remedies of the Issuing Bank and the Lenders, under this Agreement, the Loan
Documents, and applicable law. The Borrower acknowledges and agrees that all
rights of the Issuing Bank under any Letter of Credit Application shall inure to
the benefit of each Lender to the extent of its Commitment Percentage as fully
as if such Lender was a party to such Letter of Credit Application. In the event
of any inconsistency between the terms of this Agreement and any Letter of
Credit Application and to the extent that any Letter of Credit Application and
this Agreement address substantially the same matter, this Agreement shall
prevail and the Letter of Credit Application shall, to such extent, be of no
effect.



                                     - 38 -
<PAGE>   45

                  3.10. Cash Collateral for Letters of Credit.

                 (a) Cash Collateral for Letter of Credit Exposure following
Repayment of Revolving Credit Loans or Mandatory Prepayments. To the extent that
this Agreement or any other Loan Document requires a payment or prepayment to be
made with respect to the Revolving Credit Loans (whether at maturity, by
acceleration or otherwise), such provision shall be construed as follows: (i) if
the amount of such payment or prepayment is less than or equal to the amount of
the outstanding Revolving Credit Loans and Letter of Credit Reimbursement
Obligations at such time, then such payment or prepayment shall be applied to
the payment of principal of and interest on the outstanding Revolving Credit
Loans and Letter of Credit Reimbursement Obligations (whether or not such
payment or prepayment would require the Borrower to pay any amount under Section
2.10(b) hereof); and (ii) if the amount of such payment or prepayment is greater
than the amount of outstanding Revolving Credit Loans and Letter of Credit
Reimbursement Obligations at such time, then (A) such payment or prepayment
shall be applied to the principal of and interest accrued on the outstanding
Revolving Credit Loans and Letter of Credit Reimbursement Obligations (whether
or not such payment or prepayment would require the Borrower to pay any amount
under Section 2.10(b) hereof) and (B) the Borrower shall immediately pay to the
Agent cash or cash equivalents for deposit in the Letter of Credit Collateral
Account in an amount equal to the amount by which such payment or prepayment
exceeds the outstanding Revolving Credit Loans and Letter of Credit
Reimbursement Obligations; provided, however, that the amount required to be
paid under clause (B) shall not exceed the aggregate Letter of Credit Exposure
at such time minus the balance in the Letter of Credit Collateral Account at
such time. To the extent that Section 3.13 (a)(iii) of this Agreement requires a
mandatory prepayment the Borrower shall immediately pay to the Agent cash or
cash equivalents for deposit in the Letter of Credit Collateral Account in an
amount equal to the amount by which such mandatory prepayment exceeds the Base
Rate Portion of outstanding Revolving Credit Loans.

                  (b) Letter of Credit Collateral Account. The Agent shall
maintain in its own name an interest bearing deposit account (the "Letter of
Credit Collateral Account") over which the Agent on behalf of the Lenders shall
have sole dominion and control, and the Borrower shall have no right to withdraw
or cause the Agent to withdraw any funds deposited therein. The Agent shall
deposit into the Letter of Credit Collateral Account such cash or cash
equivalents as this Agreement or any Loan Document requires to be paid therein.
As security for the payment of all Obligations, the Borrower hereby grants,
conveys, assigns, pledges, transfers to the Agent, and creates in the Agent's
favor for the benefit of the Lenders a continuing Lien on and security interest
in, the Letter of Credit Collateral Account, all amounts from time to time on
deposit therein, all proceeds of the conversion, voluntary or involuntary,
thereof into cash, instruments, securities or other property, and all other
proceeds thereof. The Borrower hereby represents, warrants, covenants and agrees
that such Lien shall at all times be valid, perfected and of first priority,
subject to no other Lien whatever, and the Borrower shall take or cause to be
taken such actions and execute and deliver such instruments and documents as may
be necessary or, in the Agent's judgment, desirable to perfect or protect such
Lien. The Borrower shall not create or suffer to exist any Lien on any amounts
or investment held in the Letter of Credit Collateral Account other than the
Lien in favor of the Agent granted under this Section 3.10(b).



                                     - 39 -
<PAGE>   46

                  (c) Application of Funds. Subject to the provisions of Section
8.02(c) hereof, the Agent shall apply funds in the Letter of Credit Collateral
Account: (i) on account of principal of and interest on the Letter of Credit
Reimbursement Obligations as and when the same become due and payable if and to
the extent that the Borrower fails directly to pay the same, and (ii) if no
Letter of Credit Reimbursement Obligations are due and payable and the balance
of the Letter of Credit Collateral Account exceeds the aggregate Letter of
Credit Exposure, the excess shall be applied on account of the other Obligations
secured hereby. If all such Obligations have been paid in full, all Revolving
Credit Commitments terminated and all Letters of Credit have expired, promptly
following demand by the Borrower, the Agent shall release to the Borrower all
remaining funds in the Letter of Credit Collateral Account. If an Event of
Default shall have occurred and be continuing, interest earned on funds in the
Letter of Credit Collateral Account shall be held by the Agent as part of Letter
of Credit Collateral Account and may be applied by the Agent as set forth
herein.

                  3.11. Additional Provisions Regarding Letters of Credit. The
Borrower hereby indemnifies and holds the Issuing Bank harmless from and against
any and all claims, damages, losses, liabilities, costs or expenses whatsoever
(including reasonable attorneys' fees) which the Issuing Bank may incur (or
which may be claimed against the Issuing Bank by any entity or entities
whatsoever) by reason of or in connection with the execution and delivery or use
or transfer of, or payment of, or failure to pay under, any Letter of Credit,
except for any claims, damages, losses, liabilities, costs or expenses to the
extent, but only to the extent, caused by the Issuing Bank's deliberate breach
of the terms of a Letter of Credit or the gross negligence or willful misconduct
of the Issuing Bank in determining whether a statement or draft presented under
a Letter of Credit complied with the terms of the Letter of Credit.

                  Neither the Issuing Bank nor any of its officers or directors
shall be liable or responsible for: (a) the use which may be made of any Letter
of Credit or for any acts or omissions of the beneficiary or any transferee in
connection therewith; (b) the validity, sufficiency or genuineness of documents,
or of any endorsement thereon, even if such documents should in fact prove to be
in any or all respects invalid, insufficient, fraudulent or forged; (c) payment
by the Issuing Bank against presentation of documents which do not comply with
the terms of a Letter of Credit, including failure of any documents to bear any
reference or adequate reference to a Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under a Letter of
Credit, except only that the Borrower shall have a claim against the Issuing
Bank, and the Issuing Bank shall be liable to the Borrower, to the extent, but
only to the extent, of any direct, as opposed to consequential, damages suffered
by the Borrower which were caused by the Issuing Bank's gross negligence,
misfeasance or willful misconduct in connection with the matters referred to in
clauses (b) through (d) above.

                  3.12. Certain Provisions Relating To the Issuing Banks.

                  (a) General. The Issuing Bank shall have no duties or
responsibilities except those expressly set forth in this Agreement and the
other Loan Documents, and no implied duties



                                     - 40 -
<PAGE>   47

or responsibilities on the part of the Issuing Banks shall be read into this
Agreement or any Loan Document or shall otherwise exist.

                  The duties and responsibilities of the Issuing Bank under this
Agreement and the other Loan Documents shall be mechanical and administrative in
nature, and the Issuing Banks shall not have a fiduciary relationship in respect
of any Lender or any other Person. The Issuing Bank shall not be liable for any
action taken or omitted to be taken by it under or in connection with this
Agreement or any other Loan Document, unless caused by its own gross negligence
or willful misconduct. The Issuing Bank shall not be under any obligation to
ascertain, inquire or give any notice relating to (i) the performance or
observance of any of the terms or conditions of this Agreement or any other Loan
Document on the part of the Borrower, (ii) the business, operations, condition
(financial or otherwise) or prospects of the Borrower or any other Person, or
(iii) the existence of any Event of Default or Potential Default. The Issuing
Bank shall not be under any obligation, either initially or on a continuing
basis, to provide the Agent or any Lender with any notices, reports or
information of any nature, whether in its possession presently or hereafter,
except for such notices, reports and other information expressly required by
this Agreement to be so furnished.

                  (b) Administration. The Issuing Bank may rely upon any notice
or other communication of any nature (written or oral, including but not limited
to telephone conversations, whether or not such notice or other communication is
made in a manner permitted or required by this Agreement or any Loan Document)
purportedly made by or on behalf of the proper party or parties, and the Issuing
Bank shall not have any duty to verify the identity or authority of any Person
giving such notice or other communication. The Issuing Bank may consult with
legal counsel (including, without limitation, in-house counsel for the Issuing
Bank or in-house or other counsel for the Borrower), independent public
accountants and any other experts selected by it from time to time, and the
Issuing Bank shall not be liable for any action taken or omitted to be taken in
good faith in accordance with the advice of such counsel, accountants or
experts.

                  (c) Indemnification of Issuing Bank by Lenders. Each Lender
hereby agrees to reimburse and indemnify each Issuing Bank, in its capacity as
such, and its directors, officers, employees and agents (to the extent not
reimbursed by the Borrower and without limitation of the obligations of the
Borrower to do so), Pro Rata, from and against any and all amounts, losses,
liabilities, claims, damages, expenses, obligations, penalties, actions,
judgments, suits, costs or disbursements of any kind or nature (including,
without limitation, the fees and disbursements of counsel for the Issuing Bank
or such other Person in connection with any investigative, administrative or
judicial proceeding commenced or threatened, whether or not the Issuing Bank or
such other Person shall be designated a party thereto) that may at any time be
imposed on, incurred by or asserted against the Issuing Bank, in its capacity as
such, or such other Person, as a result of, or arising out of, or in any way
related to or by reason of, this Agreement, any other Loan Document, any
transaction from time to time contemplated hereby or thereby, or any transaction
financed in whole or in part or directly or indirectly with the proceeds of any
Letter of Credit, provided that no Lender shall be liable for any portion of
such amounts, losses, liabilities, claims, damages, expenses, obligations,
penalties, actions, judgments, suits, costs or




                                     - 41 -
<PAGE>   48

disbursements resulting solely from the gross negligence or willful misconduct
of the Issuing Bank or such other Person, as finally determined by a court of
competent jurisdiction.

                  (d) Certain Standby Letters of Credit. Each Issuing Bank
agrees, with respect to Letters of Credit issued on behalf of the Borrower to a
bond trustee or other party as credit and/or liquidity support in connection
with any industrial revenue bond or similar instrument, that it will not
exercise any remedies available to it under any indenture, pledge agreement or
other agreement executed and delivered in connection with the issuance of such
bonds or other instruments, including without limitation any instruction to
accelerate the payment of principal of and interest on such bonds or other
instruments, without the prior written consent of the Agent and the Required
Lenders.

                  3.13. Multicurrency Payments.

                  (a) Dollar Equivalent Amounts.

                  (i) Calculation of Dollar Equivalent Amounts. For the purpose
         of determining Revolving Credit Exposure generally and for the purpose
         of determining the Dollar Equivalent Amount, upon each making and upon
         each payment of a Letter of Credit denominated in an Other Currency,
         the Agent shall calculate the Dollar Equivalent Amount of such Letter
         of Credit as of such date, as the case may be, and shall provide
         written confirmation to the Lenders, the Issuing Bank and the Borrower.

                  (ii) Recalculation of Dollar Equivalent Amounts. In
         determining the Dollar Equivalent Amount of the aggregate Revolving
         Credit Exposure of the Lenders, the Agent may use the respective Dollar
         Equivalent Amounts for the Letters of Credit pursuant to paragraph (i)
         of this subsection (a), unless such Dollar Equivalent Amount so
         calculated exceeds 90% of the Revolving Credit Commitment Amount, in
         which case the Agent shall recalculate the Dollar Equivalent Amount of
         the Letters of Credit outstanding no less frequently than once each
         week. The Agent may recalculate the Dollar Equivalent Amounts of each
         of the Letters of Credit as frequently as it determines to do so in its
         discretion, provided, that such recalculation shall be made for all of
         the Letters of Credit no less frequently than once each week during any
         period when the aggregate Dollar Equivalent Amount of the aggregate
         Revolving Credit Exposure of the Lenders exceeds 90% of the Revolving
         Credit Commitment Amount.

                  (iii) Mandatory Prepayment. If the Dollar Equivalent Amount of
         the aggregate Revolving Credit Exposure of the Lenders exceeds the
         Revolving Credit Commitment Amount at any time (such excess amount,
         calculated at any time and from time to time, being referred to herein
         as the "Exchange Rate L/C Excess Amount"), then the Borrower shall (A)
         immediately prepay the principal amount of the Base Rate Portion of
         Revolving Credit Loans then outstanding, if any, and (B) deposit into
         the Letter of Credit Collateral Account, an amount equal to the
         Exchange Rate L/C Excess Amount minus the amount of the Base Rate
         Portion of Revolving Credit Loans prepaid pursuant to clause (A)
         hereof, so as to reduce the Dollar Equivalent Amount of the aggregate
         Revolving Credit




                                     - 42 -
<PAGE>   49

         Exposures of the Lenders to an amount not exceeding the Revolving
         Credit Commitment Amount as such time. The amount of such prepayment
         deposited into the Letter of Credit Collateral Account pursuant to
         clause (A) of this Section 3.13(a)(iii) shall be applied to Revolving
         Credit Loans at the end of the Euro-Rate Funding Period then in effect.

                  (b) Indemnity. Notwithstanding anything herein to the
contrary, the full risk of currency fluctuations shall be borne by the Borrower
and the Borrower agrees to indemnify and hold harmless each of the Lenders from
and against any loss resulting from any draw under any Letter of Credit
denominated in any Other Currency and for which the Issuing Bank in not
reimbursed on the day of such drawing.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

                  The Loan Parties hereby represent and warrant to the Agent and
each Lender as follows:

                  4.01. Corporate Status. Each Loan Party and each of its
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation. Each Loan Party
and each of its Subsidiaries has corporate power and authority to own its
property and to transact the business in which it is engaged or presently
proposes to engage. Except to the extent that failure to do so would not have a
Material Adverse Effect, each Loan Party and each of its Subsidiaries is duly
qualified to do business as a foreign corporation and is in good standing in all
jurisdictions in which the ownership of its properties or the nature of its
activities or both makes such qualification necessary or advisable. Schedule
4.01 hereof states as of the date of this Agreement the jurisdiction of
incorporation of each Loan Party and each of its Subsidiaries, and the
jurisdictions in which each such Person is qualified to do business as a foreign
corporation.

                  4.02. Corporate Power and Authorization. Each Loan Party has
corporate power and authority to execute, deliver, perform, and take all actions
contemplated by, each Loan Document to which it is a party, and all such action
has been duly and validly authorized by all necessary corporate proceedings on
its part.

                  4.03. Execution and Binding Effect. This Agreement and each
other Loan Document to which any Loan Party is a party and which is required to
be delivered on or before the Closing Date pursuant to Section 5.01 hereof has
been duly and validly executed and delivered by each Loan Party which is a party
hereto or thereto, as the case may be. This Agreement and each such other Loan
Document to which such Loan Party is a party constitutes, and each other Loan
Document when executed and delivered by the applicable Loan Party will
constitute, the legal, valid and binding obligation of each Loan Party which is
a party hereto or thereto, as the case may be, enforceable against such Loan
Party in accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency or other similar





                                     - 43 -
<PAGE>   50

laws of general application affecting the enforcement of creditors' rights or by
general principles of equity limiting the availability of equitable remedies.

                  4.04. Governmental Approvals and Filings. Except for the
filing of this Agreement with the Securities and Exchange Commission, no
approval, order, consent, authorization, certificate, license, permit or
validation of, or exemption or other action by, or filing, recording or
registration with, or notice to, any Governmental Authority (collectively,
"Governmental Action") is or will be necessary or advisable in connection with
execution and delivery of any Loan Document by any Loan Party, consummation by
any Loan Party of the transactions herein or therein contemplated, performance
of or compliance with the terms and conditions hereof or thereof by any Loan
Party or to ensure the legality, validity, binding effect, enforceability or
admissibility in evidence hereof or thereof.

                  4.05. Absence of Conflicts. Neither the execution and delivery
of any Loan Document by any Loan Party, nor consummation by any Loan Party of
the transactions herein or therein contemplated, nor performance of or
compliance with the terms and conditions hereof or thereof by any Loan Party
does or will

                  (a) violate or conflict with any Law, or

                  (b) violate, conflict with or result in a breach of any term
or condition of, or constitute a default under, or result in (or give rise to
any right, contingent or otherwise, of any Person to cause) any termination,
cancellation, prepayment or acceleration of performance of, or result in the
creation or imposition of (or give rise to any obligation, contingent or
otherwise, to create or impose) any Lien upon any property of any Loan Party
pursuant to, or otherwise result in (or give rise to any right, contingent or
otherwise, of any Person to cause) any change in any right, power, privilege,
duty or obligation of any Loan Party under or in connection with (other than any
such event which could not reasonably be expected to have a Material Adverse
Effect),

                  (i) the certificate of incorporation or by-laws (or other
         constituent documents) of any Loan Party,

                  (ii) any material agreement or instrument creating, evidencing
         or securing any Indebtedness or Guaranty Equivalent to which any Loan
         Party is a party or by which any of them or any of their respective
         properties (now owned or hereafter acquired) may be subject or bound,
         or

                  (iii) any other material agreement or instrument to which any
         Loan Party is a party or by which any of them or any of their
         respective properties (now owned or hereafter acquired) may be subject
         or bound.

As of the date of this Agreement, no Loan Party is a party to, or otherwise
subject to any provision contained in, any instrument evidencing Indebtedness of
such Person, any agreement relating thereto or any other contract or agreement
(including its charter) which limits the amount



                                     - 44 -
<PAGE>   51

of, or otherwise imposes restrictions on the incurring of, Indebtedness of the
Borrower of the type to be evidenced by the Revolving Credit Notes.

                  4.06. Financial Statements. The Loan Parties have heretofore
furnished to each Lender (i) consolidated balance sheets of the Parent and its
consolidated Subsidiaries as of March 31, 1999, and March 31, 1998, and the
related consolidated statements of operations, cash flows and changes in
stockholders' equity for the fiscal years then ended, as examined and reported
on by Arthur Andersen LLP, independent certified public accountants for the
Parent, who delivered an unqualified opinion in respect thereof together with
(ii) the interim, unaudited financial statements contained in the Parent's
quarterly report on Form 10-Q for the quarter ended December 31, 1999. Such
financial statements (including the notes thereto) present fairly the financial
condition of the Parent and its consolidated Subsidiaries as of December 31,
1999 and the results of their operations and their cash flows for the period
then ended, all in conformity with GAAP.

                  4.07. Absence of Undisclosed Liabilities. As of the date of
this Agreement, no Loan Party has any material liability or obligation of any
nature whatever (whether absolute, accrued, contingent or otherwise, whether or
not due), forward or long-term commitments or unrealized or anticipated losses
from unfavorable commitments, except as disclosed in the financial statements
referred to in Section 4.06 hereof and the notes thereto or the Parent's
quarterly report on Form 10-Q for the quarter ended December 31, 1999.

                  4.08. Absence of Material Adverse Changes. Since March 31,
1999, there has been no material adverse change in the business, operations,
condition (financial or otherwise), or prospects of the Parent and the
Subsidiaries of the Parent taken as a whole, except as disclosed in the
financial statements referred to in Section 4.06 hereof or otherwise disclosed
in writing to the Agent.

                  4.09. Accurate and Complete Disclosure. All information
heretofore, contemporaneously or hereafter provided (orally or in writing) by or
on behalf of any Loan Party or any Subsidiary of any Loan Party to the Agent or
any Lender pursuant to or in connection with any Loan Document or any
transaction contemplated hereby or thereby is or will be (as the case may be)
true and accurate in all material respects on the date as of which such
information is dated (or, if not dated, when received by the Agent or any
Lender) and does not or will not (as the case may be) omit to state any material
fact necessary to make such information not misleading at such time in light of
the circumstances in which it was provided. The Borrower has disclosed to the
Agent and each Lender in the Loan Documents or otherwise every material fact or
circumstance known to the Borrower which has, in the Borrower's reasonable
judgment, a Material Adverse Effect.

                  4.10. Margin Regulations. No part of the proceeds of any
Revolving Credit Loan hereunder will be used for the purpose of buying or
carrying any "margin stock," as such term is used in Regulation U of the Board
of Governors of the Federal Reserve System, as amended from time to time, or to
extend credit to others for the purpose of buying or carrying any "margin
stock." No Loan Party nor any Subsidiary thereof is engaged in the business of



                                     - 45 -
<PAGE>   52

extending credit to others for the purpose of buying or carrying "margin stock."
No Loan Party nor any Subsidiary thereof holds or intends to hold "margin stock"
in such amounts that more than 25% of the reasonable value of its assets are
represented by "margin stock." Neither the making of any Loan nor any use of
proceeds of any such Loan will violate or conflict with the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System, as
amended from time to time.

                  4.11. Subsidiaries. Schedule 4.11 hereof states as of the date
of this Agreement the authorized capitalization of each Subsidiary of the
Parent, the number of shares of each class of capital stock issued and
outstanding of each such Subsidiary, and the number and percentage of
outstanding shares of each such class of capital stock owned by each Loan Party
and by each Subsidiary thereof. The outstanding shares of each Subsidiary of
each Loan Party have been duly authorized and validly issued and are fully paid
and nonassessable. Each Loan Party and each Subsidiary thereof owns beneficially
and of record and has good title to all of the shares it is listed as owning in
such Schedule 4.11, free and clear of any Lien.

                  4.12. Partnerships, etc. As of the date of this Agreement, no
Loan Party is a partner (general or limited) of any partnership, is a party to
any joint venture or owns (beneficially or of record) any equity or similar
interest in any Person (including but not limited to any interest pursuant to
which such Loan Party has or may in any circumstance have an obligation to make
capital contributions to, or be generally liable for or on account of the
liabilities, acts or omissions of such other Person), except for (x) capital
stock of Subsidiaries referred to in Section 4.11 hereof, (y) equity investments
permitted under Section 7.08 hereof and (z) matters set forth in Schedule 4.12
hereof.

                  4.13. Ownership and Control. Schedule 4.13 hereof states as of
the date of this Agreement the authorized capitalization of each Loan Party and
the number of shares of each class of capital stock issued and outstanding of
each Loan Party. All of the issued and outstanding shares of capital stock of
the Borrower are owned beneficially and of record by a Subsidiary of the Parent
and the Parent owns all of the issued and outstanding shares of capital stock of
such Subsidiary. The outstanding shares of capital stock of each Loan Party have
been duly authorized and validly issued and are fully paid and nonassessable.
Except as set forth in Schedule 4.13 hereof, as of the date of this Agreement
there are no options, warrants, calls, subscriptions, conversion rights,
exchange rights, preemptive rights or other rights, agreements or arrangements
(contingent or otherwise) which may in any circumstances now or hereafter
obligate a Subsidiary of the Parent to issue any shares of its capital stock.

                  4.14. Litigation. There is no pending or (to a Loan Party's
knowledge after due inquiry) threatened action, suit, proceeding or
investigation by or before any Governmental Authority against or affecting any
Loan Party, except for (a) matters that if adversely decided, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse
Effect and (b) the matters set forth on Schedule 4.14 hereof.

                  4.15. Absence of Events of Default. No event has occurred and
is continuing and no condition exists which constitutes an Event of Default or
Potential Default.



                                     - 46 -
<PAGE>   53

                  4.16. Absence of Other Conflicts. No Loan Party is in
violation of or conflict with, or is subject to any contingent liability on
account of any violation of or conflict with:

                  (a) any Law,

                  (b) its certificate of incorporation or by-laws (or other
constituent documents), or

                  (c) any agreement or instrument to which it is party or by
which it or any of its properties (now owned or hereafter acquired) may be
subject or bound,

except for matters that, individually or in the aggregate, could not have a
Material Adverse Effect.

                  4.17. Insurance. Except for matters that, individually or in
the aggregate could not have a Material Adverse Effect, each Loan Party
maintains with financially sound and reputable insurers insurance with respect
to its properties and business and against at least such liabilities, casualties
and contingencies and in at least such types and amounts as is customary in the
case of corporations engaged in the same or a similar business or having similar
properties similarly situated.

                  4.18. Title to Property. Except for matters that, individually
or in the aggregate could not have a Material Adverse Effect, each Loan Party
has good and marketable title in fee simple to all real property owned or
purported to be owned by it and good title to all other property of whatever
nature owned or purported to be owned by it, including but not limited to all
property reflected in the most recent audited balance sheet referred to in
Section 4.06 hereof or submitted pursuant to Section 6.01(a) hereof, as the case
may be (except as sold or otherwise disposed of in the ordinary course of
business after the date of such balance sheet), in each case free and clear of
all Liens, except for Liens permitted by Section 7.05.

                  4.19. Intellectual Property. Except for matters that,
individually or in the aggregate could not have a Material Adverse Effect, each
Loan Party owns, or is licensed or otherwise has the right to use, all the
patents, trademarks, service marks, names (trade, service, fictitious or
otherwise), copyrights, technology (including but not limited to computer
programs and software), processes, data bases and other rights, free from
burdensome restrictions, necessary to own and operate its properties and to
carry on its business as presently conducted and presently planned to be
conducted without material conflict with the rights of others.

                  4.20. Taxes. Except for matters that, individually or in the
aggregate could not have a Material Adverse Effect, all tax and information
returns required to be filed by or on behalf of any Loan Party have been
properly prepared, executed and filed. All taxes, assessments, fees and other
governmental charges upon any Loan Party or upon any of their respective
properties, incomes, sales or franchises which are due and payable have been
paid.



                                     - 47 -
<PAGE>   54

                  4.21. Employee Benefits. No accumulated funding deficiency (as
defined in section 302 of ERISA and section 412 of the Code), whether or not
waived, exists with respect to any Plan. No liability to the PBGC has been or is
expected by a Loan Party or any Controlled Group Member to be incurred with
respect to any Plan by a Loan Party, or any Controlled Group Member which does
or would have a Material Adverse Effect. Except as set forth on Schedule 4.21,
neither any Loan Party or any Subsidiary thereof nor any Controlled Group Member
has contributed or presently contributes to any Multiemployer Plan as of the
date of this Agreement. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will be exempt from, or
will not involve any transaction which is subject to, the prohibitions of
section 406 of ERISA and will not involve any transaction in connection with
which a penalty could be imposed under section 502(i) of ERISA or a tax could be
imposed pursuant to section 4975 of the Code. A copy of the most recent Annual
Report (5500 Series Form) as of the date of this Agreement including all
attachments thereto as filed with the Internal Revenue Service for each Plan has
been provided to the Lender and fairly presents the funding status of each Plan.
There has been no material deterioration in any Plan's funding status since the
date of such Annual Report. Schedule 4.21 hereof sets forth as of the date of
this Agreement a list of all Plans and Multiemployer Plans, and all information
available to a Loan Party with respect to the direct, indirect or potential
withdrawal liability to any Multiemployer Plan of any Loan Party or any
Controlled Group Member. Except as set forth in Schedule 4.21 of this Agreement,
no Loan Party has any liability (contingent or otherwise) for, or in connection
with, and none of their respective properties is subject to a Lien in connection
with, any Pension-Related Event. No Loan Party has any liability (contingent or
otherwise) for, or in connection with, any Postretirement Benefits. The PBGC
premiums and contributions required to meet the minimum funding requirements of
ERISA and the Code for all Plans have not exceeded $1,000,000 on an annual basis
for any of the past three (3) years. The amount of unfunded benefit liabilities
(as defined in Section 4001(a)(16) of ERISA), as certified to by the Plan's
actuary, for any Plan do not exceed $1,000,000 and for all Plans do not exceed
$1,000,000.

                  4.22. Environmental Matters.

                  (a) Each Loan Party and each of their respective Environmental
Affiliates is and has been in full compliance with all applicable Environmental
Laws, except for matters which, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. There are no
circumstances that may prevent or interfere with such full compliance in the
future.

                  (b) Each Loan Party and their respective Environmental
Affiliates have all Environmental Approvals necessary for the ownership and
operation of their respective properties, facilities and businesses as presently
owned and operated and as presently proposed to be owned and operated, except
for such Environmental Approvals the absence of which, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

                  (c) There is no Environmental Claim pending or to the
knowledge of any Loan Party after due inquiry threatened, and, to the knowledge
of any Loan Party, there are no



                                     - 48 -
<PAGE>   55

past or present acts, omissions, events or circumstances that could form the
basis of any reasonable Environmental Claim, against any Loan Party or any of
their respective Environmental Affiliates, except for matters which, if
adversely decided, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

                  (d) No facility or property now owned, operated or leased by,
nor to the knowledge of any Loan Party any facility or property previously
owned, operated or leased by, such Loan Party or any of their respective
Environmental Affiliates is an Environmental Cleanup Site. To the knowledge of
any Loan Party, neither any Loan Party nor any of their respective Environmental
Affiliates has directly transported or directly arranged for the transportation
of any Environmental Concern Materials to any Environmental Cleanup Site. No
Lien exists, and, to the knowledge of any Loan Party, no condition exists which
could result in the filing of a Lien, against any property of any Loan Party or
any of their respective Environmental Affiliates, under any Environmental Law.

                  4.23. Solvency. On and as of the Closing Date, after
consummation of the transactions contemplated herein and after giving effect to
all Loans, Letters of Credit and other obligations and liabilities being
incurred on such date in connection therewith, and on the date of each
subsequent Loan, issuance of a Letter of Credit or other extension of credit
hereunder and after giving effect to application of the proceeds thereof in
accordance with the terms of the Loan Documents, each of (i) the Borrower and
its consolidated Subsidiaries, taken as a whole, and (ii) the Parent and its
consolidated Subsidiaries, taken as a whole, is and will be Solvent.

                  4.24. Regulatory Status. No Loan Party is (a) an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, (b) a "holding company" or a
"subsidiary company" or an "affiliate" of a "holding company" or a "subsidiary
company" of a "holding company", within the meaning of the Public Utility Act of
1935, as amended, or (c) a "public utility" within the meaning of the Federal
Power Act, as amended.

                  4.25. Permits and Other Operating Rights. Each Loan Party has
all such valid and sufficient certificates of convenience and necessity,
franchises, licenses, permits, operating rights and other authorizations from
federal, state, regional, municipal or other governmental bodies having
jurisdiction over such Person or any of its respective properties, as are
necessary for the ownership, operation and maintenance of its businesses and
properties, subject to exceptions and deficiencies which do not materially
affect the business and operations of such Person or any material part thereof,
and such certificates of convenience and necessity, franchises, licenses,
permits, operating rights and other authorizations from federal, state,
regional, municipal and other local regulatory bodies or administrative agencies
or other governmental bodies having jurisdiction over such Person or any of its
properties are free from burdensome restrictions or conditions of an unusual
character or restrictions or conditions materially adverse the business or
operations of such Person, and none of such Persons is in violation of any
thereof in any material respect.

                  4.26. Year 2000 Compliance.



                                     - 49 -
<PAGE>   56

                  (a) All software and Computer Controlled Equipment and Systems
utilized by each Loan Party and each Subsidiary thereof in connection with the
operation of its business (i) will not abnormally operate, function, or end, or
provide invalid or incorrect results as a result of date data (specifically
including, but not limited to, date data which represents or references
different centuries or more than one century) or as a result of operation
subsequent to December 31, 1999, (ii) has been designed to ensure year 2000
capability, including, but not limited to, date data century recognition,
calculations which accommodate same century and multi-century formulas and date
values, and date data interface values that correctly reflect the century (iii)
will accurately and correctly manage and manipulate data involving dates,
including single century formulas and multi-century formulas, and will not cause
an abnormally functioning or ending scenario within the application or generate
incorrect values or invalid results involving such dates, (iv) will accurately
process (including, but not limited to, calculating, comparing and sequencing)
date/time data from, into and between the twentieth and twenty-first centuries
and the years 1999 and 2000 and (v) will accurately perform leap year
calculations for the twentieth and twenty-first centuries except for matters
which would not reasonably be expected to have a Material Adverse Effect. The
representations and warranties set forth above shall be referred to herein
collectively as the "Year 2000 Warranty".

                  (b) Each Loan Party and each Subsidiary thereof has tested all
software and Computer Controlled Equipment and Systems to ensure compliance with
the Year 2000 Warranty.


                                    ARTICLE V
                              CONDITIONS OF LENDING

                  5.01. Conditions to Making Initial Loans and Issuance of
Initial Letter of Credit. The obligation of each Lender to make Loans and the
obligation of the Issuing Banks to issue Letters of Credit on the Closing Date
are subject to the satisfaction, immediately prior to or concurrently with the
making of such Loan or the issuance of such Letters of Credit, of the following
conditions precedent, in addition to the conditions precedent set forth in
Section 5.02 hereof:

                  (a) Agreement; Notes. The Agent shall have received an
executed counterpart of this Agreement for each Lender, duly executed by each
Loan Party, and an executed Revolving Credit Note for each Lender, conforming to
the requirements hereof, duly executed on behalf of the Borrower.

                  (b) Corporate Proceedings. The Agent shall have received, with
a counterpart for each Lender, certificates by the Secretary or Assistant
Secretary of each Loan Party dated as of the Closing Date as to (i) true copies
of the certificates of incorporation and by-laws of each Loan Party in effect on
such date, (ii) true copies of all corporate action taken by each Loan Party
relative to this Agreement and the other Loan Documents and (iii) the incumbency
and signature of the respective officers of each Loan Party executing this
Agreement and the other Loan



                                     - 50 -
<PAGE>   57

Documents to which such Loan Party is a party, together with satisfactory
evidence of the incumbency of such Secretary or Assistant Secretary. The Agent
shall have received, with a photocopy for each Lender, certificates from the
appropriate Secretaries of State or other applicable Governmental Authorities
dated not more than thirty (30) days before the Closing Date showing the good
standing of each Loan Party in its state of incorporation.

                  (c) Legal Opinion of Counsel to the Loan Parties. The Agent
shall have received an opinion addressed to the Agent and each Lender, dated the
Closing Date, of counsel to each of the Loan Parties as to such matters as may
be requested by the Agent and in form and substance satisfactory to the Agent.

                  (d) Fees, Expenses, etc. The Borrower shall have paid all
out-of-pocket costs and expenses incurred by the Agent or the Lenders in
connection with the preparation, execution and delivery of this Agreement and
the other Loan Documents and in connection with the transactions contemplated
hereby and thereby, including without limitation attorney's fees and costs, lien
search fees, filing fees and appraisal costs.

                  (e) No Default. On the Closing Date, no Potential Default or
Event of Default shall have occurred or be continuing.

                  (f) Representations and Warranties. On the Closing Date, all
representations and warranties of the Borrower contained herein or otherwise
made in writing in connection herewith shall be true and correct with the same
force and effect as though such representations and warranties had been made on
and as of such time.

                  (g) Financial Statements. The Agent shall have received, with
a counterpart for each Lender, copies of the consolidated financial statements
referred to in Section 4.06 hereof.

                  (h) Financial Forecast. The Agent shall have received the
three-year financial forecast of the Parent, including balance sheets, income
statements and cash flow statements, and shall have determined, in its absolute
discretion, that the three-year forecast is satisfactory.

                  (i) Market Conditions. No change in the financial or capital
market conditions generally shall have occurred that, in the judgment of the
Agent, would materially impair the Agent's ability to syndicate the Loans to
other Lenders.

                  (j) Material Adverse Change. No material adverse change in the
business, condition (financial or otherwise), operations or prospects of the
Parent and its consolidated Subsidiaries considered as a whole has occurred
since March 31, 1999.

                  (k) No Litigation. No actions, suits, arbitration proceedings
or other proceedings pending or, to the knowledge of the Borrower, threatened
against or affecting the Borrower, or any properties or rights of the Borrower
which, if determined adversely to the



                                     - 51 -
<PAGE>   58

Borrower, would have a Material Adverse Effect, or which seeks to challenge or
prevent or declare illegal the transactions contemplated by this Agreement or
any of the Loan Documents.

                  (l) Additional Matters. The Agent shall have received such
other certificates, opinions, documents and instruments as may be requested by
any Lender. All corporate and other proceedings, and all documents, instruments
and other matters in connection with the transactions contemplated by this
Agreement and the other Loan Documents shall be satisfactory in form and
substance to the Agent, each Lender and their counsel. The Agent, each Lender
and their counsel shall have received all such counterpart originals or
certified or other copies of such documents as the Agent or such counsel shall
reasonably request.

                  (m) Existing Credit Agreements. The Existing Credit Agreements
shall have been terminated and shall be of no further force and effect, and all
amounts outstanding thereunder shall have been paid in full.

                  (n) Guarantees. The Agent shall have received a Guaranty and
Suretyship Agreement in substantially the form of Exhibit D hereto (the "Parent
Guaranty"), duly executed by the Parent and (ii) a Guaranty and Suretyship
Agreement in substantially the form of Exhibit E hereto (the "Subsidiary
Guarantees"), duly executed by each Domestic Subsidiary.

                  (o) Dividends and Distributions. There shall be no limitation
on the ability of any Loan Party to (i) declare or pay Stock Payments to the
Borrower or any Subsidiary of the Borrower or the Parent, (ii) pay any
indebtedness, obligations or liabilities owed to the Borrower or any Subsidiary
of the Borrower or the Parent, (iii) make or suffer to exist or remain
outstanding any loan or advance to the Borrower or (iv) otherwise upstream cash
in any manner to the Borrower except:

                  (a) Restrictions pursuant to the Loan Documents and the Short
Term Loan Documents;

                  (b) Legal restrictions of general applicability under the
corporation law under which such Loan Party is incorporated, and fraudulent
conveyance or similar laws or general applicability for the benefit of creditors
of such Loan Party generally;

                  (c) Nonassignment provisions of any executory contract or of
any lease by the Borrower or such Loan Party as lessee;

                  (d) Restrictions generally found within performance contracts;
and

                  (e) Restrictions generally found within performance bonds.

                  5.02. Conditions to All Loans. The obligation of each Lender
to make any Loan (including the initial Loans) and the obligation of the Issuing
Bank to issue any Letter of Credit (including the initial Letter of Credit
issued on or after the Closing Date) are subject to performance by each of the
Loan Parties of their respective obligations to be performed



                                     - 52 -
<PAGE>   59

hereunder or under the other Loan Documents on or before the date of such Loan
or the issuance of such Letter of Credit, satisfaction of the conditions
precedent set forth herein and in the other Loan Documents and to satisfaction
of the following further conditions precedent:

                  (a) Notice. Appropriate notice of such Loan or Letter of
Credit shall have been given by the Borrower as provided in Article II hereof or
Article III hereof, as the case may be.

                  (b) Representations and Warranties. Each of the
representations and warranties made by each Loan Party herein and in each other
Loan Document shall be true and correct in all material respects on and as of
such date as if made on and as of such date (except with respect to
representations and warranties which specifically refer to an earlier date,
which shall be true and correct in all material respects as of such earlier
date), both before and after giving effect to the Loans requested to be made or
the Letters of Credit requested to be issued on such date.

                  (c) No Defaults. No Event of Default or Potential Default
shall have occurred and be continuing on such date or after giving effect to the
Loans requested to be made or the Letters of Credit requested to be issued on
such date.

                  (d) No Violations of Law, etc. Neither the making nor use of
the Loans nor the issuance of the Letters of Credit shall cause any Lender to
violate or conflict with any Law.

                  (e) No Material Adverse Change. There shall not have occurred
a material adverse change in the business, operations, assets or condition
(financial or otherwise) or prospects of any Loan Party since the Closing Date.

Each request by the Borrower for any Loan (including the initial Loans) or
Letter of Credit shall constitute a representation and warranty by the Loan
Parties that the conditions set forth in this Section 5.02 have been satisfied
as of the date of such request. Failure of the Agent to receive notice from any
Loan Party to the contrary before such Loan is made or such Letter of Credit is
issued shall constitute a further representation and warranty by the Loan
Parties that the conditions referred to in this Section 5.02 have been satisfied
as of the date such Loan is made or such Letter of Credit is issued.


                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

                  So long as any Loan or Letter of Credit is outstanding, any
Obligations outstanding, the Issuing Bank has any obligation to issue, or the
Lenders have any obligation to participate in, Letters of Credit, or the
Lenders, have any obligation to make any Loan, the Loan Parties hereby covenant
to the Agent and each Lender as follows:

                  6.01. Basic Reporting Requirements.



                                     - 53 -
<PAGE>   60

                  (a) Annual Audit Reports. As soon as practicable, and in any
event within one hundred twenty (120) days after the close of each fiscal year
of the Parent, the Loan Parties shall furnish to the Agent consolidated
statements of income, cash flows and changes in stockholders' equity of the
Parent and its consolidated Subsidiaries for such fiscal year and a consolidated
balance sheet of the Parent and its consolidated Subsidiaries as of the close of
such fiscal year, and notes to each, all in reasonable detail, setting forth in
comparative form the corresponding figures for the preceding fiscal year. Such
financial statements shall be accompanied by an opinion of independent certified
public accountants of recognized national standing selected by the Parent and
reasonably satisfactory to the Agent. Such opinion shall be free of exceptions
or qualifications not acceptable to the Agent and in any event shall be free of
any exception or qualification which is of "going concern" or like nature or
which relates to a limited scope of examination. Such opinion in any event shall
contain a written statement of such accountants substantially to the effect that
(i) such accountants examined such financial statements in accordance with
generally accepted auditing standards and accordingly made such tests of
accounting records and such other auditing procedures as such accountants
considered necessary in the circumstances and (ii) in the opinion of such
accountants such financial statements present fairly the financial position of
the Parent and its consolidated Subsidiaries as of the end of such fiscal year
and the results of their operations and their cash flows and changes in
stockholders' equity for such fiscal year, in conformity with GAAP.

                  (b) Quarterly Consolidated Reports. As soon as practicable,
and in any event within sixty (60) days after the close of each of the first
three (3) fiscal quarters of each fiscal year of the Parent, the Loan Parties
shall furnish to the Agent unaudited consolidated statements of income, cash
flows and changes in stockholders' equity of the Parent and its consolidated
Subsidiaries for such fiscal quarter and for the period from the beginning of
such fiscal year to the end of such fiscal quarter and an unaudited consolidated
balance sheet of the Parent and its consolidated Subsidiaries as of the close of
such fiscal quarter, all in reasonable detail, setting forth in comparative form
the corresponding figures for the same periods or as of the same date during the
preceding fiscal year (except for the consolidated balance sheet, which shall
set forth in comparative form the corresponding balance sheet as of the prior
fiscal year end). Such financial statements shall be certified by a Responsible
Officer of the Parent as presenting fairly the financial position of the Parent
and its consolidated Subsidiaries as of the end of such fiscal quarter and the
results of their operations and their cash flows and changes in stockholders'
equity for such fiscal year, in conformity with GAAP, subject to normal and
recurring year-end audit adjustments.

                  (c) Consolidating Reports. As soon as practicable, and in any
event within sixty (60) days after the close of each of the first three fiscal
quarters of each fiscal year of the Parent and one hundred twenty (120) days
after the close of each fiscal year of the Parent, the Loan Parties shall
furnish to the Agent unaudited consolidating statements of income of the Parent
and each of its Subsidiaries for such fiscal quarter or fiscal year, as the case
may be, and unaudited consolidating balance sheets of the Parent and each of its
Subsidiaries as of the close of such fiscal quarter or fiscal year, as the case
may be, all in reasonable detail. Such statements shall be certified by a
Responsible Officer of the Parent as presenting fairly the financial position



                                     - 54 -
<PAGE>   61

of the Parent and each of its Subsidiaries as of the end of such fiscal quarter
or fiscal year, as the case may be, and the results of their operations for such
fiscal quarter or fiscal year, as the case may be, in conformity with GAAP
(exclusive of principles of consolidation), subject (in the case of quarterly
reports) to normal and recurring year-end audit adjustments.

                  (d) Quarterly Compliance Certificates. The Loan Parties shall
deliver to the Agent a Quarterly Compliance Certificate in substantially the
form set forth as Exhibit F, duly completed and signed by a Responsible Officer
of the Parent concurrently with the delivery of the financial statements
referred to in subsections (a) and (b) of this Section 6.01. The Quarterly
Compliance Certificate will state, among other reasonable items: (i) that as of
the date thereof no Event of Default or Potential Default has occurred and is
continuing or exists, or if an Event of Default or Potential Default has
occurred and is continuing or exists, specifying in detail the nature and period
of existence thereof and any action with respect thereto taken or contemplated
to be taken by the Loan Parties and (ii) in reasonable detail the information
and calculations necessary to establish compliance with the provisions of
Sections 7.01, 7.02, 7.03, and 7.04 hereof and (iii) in reasonable detail the
information and calculations necessary to determine the Applicable Tier.

                  (e) Acquisition Disclosure Certificate. The Loan Parties shall
promptly deliver to the Agent immediately after the consummation of any
Acquisition permitted by Section 7.11 a certificate disclosing all information
regarding such acquired Person as would be required to be disclosed had such
acquired Person been a Loan Party as of the date of this Agreement.

                  (f) Projections. As soon as practicable and in any event
within sixty (60) days after the close of each fiscal year of the Parent, the
Loan Parties shall furnish to the Agent a certificate signed by a Responsible
Officer on behalf of the Parent containing a consolidated projection of the
revenues, expenditures (capital or otherwise) and results of operations and cash
position of the Parent and each Subsidiary of the Parent and the amounts and
ratios described in Sections 7.01, 7.02, 7.03 and 7.04 hereof as of the end of
each month or, in the case of such amounts and ratios, as of the end of each
fiscal quarter in the forthcoming fiscal year, together with a statement of the
assumptions and estimates upon which such projections are based. Such
projections, estimates and assumptions, as of the date of preparation thereof,
shall be reasonable, made in good faith, shall be consistent with the Loan
Documents, and shall represent the Parent's best judgment as to such matters.

                  (g) Certain Other Reports and Information. Promptly upon their
becoming available to a Loan Party, such Loan Party shall deliver to the Agent a
copy of (i) all regular or special reports, registration statements and
amendments to the foregoing which such Loan Party shall file with the Securities
and Exchange Commission (or any successor thereto) or any securities exchange,
(ii) all reports, proxy statements, financial statements and other information
distributed by such Loan Party to its stockholders, bondholders or the financial
community generally, and (iii) all accountants' management letters pertaining
to, all other reports submitted by accountants in connection with any audit of,
and all other reports from outside accountants with respect to, such Loan Party
or any of its Subsidiaries.



                                     - 55 -
<PAGE>   62

                  (h) Further Information. Each Loan Party shall promptly
furnish to the Agent such other information and in such form as the Agent may
reasonably request from time to time.

                  (i) Notice of Certain Events. Promptly after a Responsible
Officer's knowledge of any of the following, a Loan Party shall give the Agent
notice thereof, together with a written statement of a Responsible Officer of
such Loan Party setting forth the details thereof and any action with respect
thereto taken or proposed to be taken by such Loan Party:

                  (i) Any Event of Default or Potential Default.

                  (ii) Any material adverse change in the business, operations
         or condition (financial or otherwise) or prospects of a Loan Party and
         its Subsidiaries taken as a whole.

                  (iii) Any pending or known threatened action, suit, proceeding
         or investigation by or before any Governmental Authority against or
         affecting such Loan Party, except for matters that if adversely
         decided, individually or in the aggregate, could not reasonably be
         expected to have a Material Adverse Effect.

                  (iv) Any material violation, breach or default by such Loan
         Party of or under any agreement or instrument material to the business,
         operations, condition (financial or otherwise) or prospects of such
         Loan Party.

                  (v) Any Pension-Related Event. Such notice shall be
         accompanied by: (A) a copy of any notice, request, return, petition or
         other document received by such Loan Party or any Controlled Group
         Member from any Person, or which has been or is to be filed with or
         provided to any Person (including without limitation the Internal
         Revenue Service, PBGC or any Plan participant, beneficiary, alternate
         payee or employer representative), in connection with such
         Pension-Related Event, and (B) in the case of any Pension-Related Event
         with respect to a Plan, the most recent Annual Report (5500 Series),
         with attachments thereto, and the most recent actuarial valuation
         report, for such Plan.

                  (vi) Any Environmental Claim pending or threatened against
         such Loan Party or any of their respective Environmental Affiliates, or
         any past or present acts, omissions, events or circumstances (including
         but not limited to any dumping, leaching, deposition, removal,
         abandonment, escape, emission, discharge or release of any
         Environmental Concern Material at, on or under any facility or property
         now or previously owned, operated or leased by such Loan Party or any
         of their respective Environmental Affiliates) that could form the basis
         of such Environmental Claim, which Environmental Claim, if adversely
         resolved, individually or in the aggregate, could have a Material
         Adverse Effect.

                  (vii) The occurrence of a Change of Control.



                                     - 56 -
<PAGE>   63

                  (j) Visitation; Verification. Each Loan Party shall permit
such Persons as the Agent or any Lender may designate from time to time, at such
Loan Party's expense while an Event of Default is continuing and otherwise at
the Agent's or such Lender's expense, to visit and inspect any of the properties
of such Loan Party and of any Subsidiary of such Loan Party, to examine their
respective books and records and take copies and extracts therefrom and to
discuss their respective affairs with their respective directors, officers, key
employees and independent accountants at such times and as often as the Agent or
any Lender may request. Each Loan Party hereby authorizes such officers, key
employees and independent accountants to discuss with the Agent or any Lender
the affairs of such Loan Party and its Subsidiaries. The Agent or any Lender
shall have the right to examine and verify accounts, inventory and other
properties and liabilities of each Loan Party and its Subsidiaries from time to
time, and each Loan Party shall cooperate, and shall cause each of its
Subsidiaries to cooperate, with the Agent or such Lender in such verification.

                  6.02. Insurance. Except for matters that could not,
individually or in the aggregate, have a Material Adverse Effect, each Loan
Party shall, and shall cause each of its Subsidiaries to, maintain with
financially sound and reputable insurers insurance with respect to its
properties and business and against such liabilities, casualties and
contingencies and of such types and in such amounts as is customary in the case
of corporations engaged in the same or similar businesses or having similar
properties similarly situated.

                  6.03. Payment of Taxes and Other Potential Charges and
Priority Claims. Except for matters that could not, individually or in the
aggregate, have a Material Adverse Effect, each Loan Party shall, and shall
cause each of its Subsidiaries to, pay or discharge

                  (a) on or prior to the date on which penalties attach thereto,
all taxes, assessments and other governmental charges imposed upon it or any of
its properties;

                  (b) on or prior to the date when due, all lawful claims of
materialmen, mechanics, carriers, warehousemen, landlords and other like Persons
which, if unpaid, might result in the creation of a Lien upon any such property;
and

                  (c) on or prior to the date when due, all other lawful claims
which, if unpaid, might result in the creation of a Lien upon any such property
or which, if unpaid, might give rise to a claim entitled to priority over
general creditors of such Loan Party or Subsidiary in a case under Title 11
(Bankruptcy) of the United States Code, as amended;

provided, that unless and until foreclosure, distraint, levy, sale or similar
proceedings shall have been commenced, such Loan Party or Subsidiary need not
pay or discharge any such tax, assessment, charge or claim so long as (x) the
validity thereof is contested in good faith and by appropriate proceedings
diligently conducted, (y) such reserves or other appropriate provisions as may
be required by GAAP shall have been made therefor.



                                     - 57 -
<PAGE>   64

                  6.04. Preservation of Corporate Status. Each Loan Party shall
maintain its status as a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and to be
duly qualified to do business as a foreign corporation and in good standing in
all jurisdictions in which the ownership of its properties or the nature of its
business or both make such qualification necessary or advisable; provided,
however, that a Loan Party (other than the Borrower or the Parent) may merge out
of existence, liquidate, wind-up or dissolve if such merger, liquidation,
winding-up or dissolution would not be disadvantageous, in any material respect,
to a Loan Party and its Subsidiaries taken as a whole (as determined in good
faith by the Parent) and will not materially adversely affect the Agent or any
Lender (as reasonably determined by the Agent or such Lender).

                  6.05. Governmental Approvals and Filings. Except for matters
that could not, individually or in the aggregate, have a Material Adverse
Effect, each Loan Party shall, and shall cause each of its Subsidiaries to, keep
and maintain in full force and effect all Governmental Actions necessary or
advisable in connection with the execution and delivery of any Loan Document by
any Loan Party, consummation by any Loan Party of the transactions herein or
therein contemplated, performance of or compliance with the terms and conditions
hereof or thereof by any Loan Party or to ensure the legality, validity, binding
effect, enforceability or admissibility in evidence hereof or thereof.

                  6.06. Maintenance of Properties. Except for matters that could
not, individually or in the aggregate, have a Material Adverse Effect, each Loan
Party shall, and shall cause each of its Subsidiaries to, maintain or cause to
be maintained in good repair, working order and condition the properties now or
hereafter owned, leased or otherwise possessed by it (ordinary wear and tear
excepted) and shall make or cause to be made all needful and proper repairs,
renewals, replacements and improvements thereto so that the business carried on
in connection therewith may be properly and advantageously conducted at all
times. Each Loan Party shall, and shall cause each of its Subsidiaries to,
procure and maintain in full force and effect all franchises, patents,
trademarks, trade names, service marks, copyrights, licenses and other rights,
in each case, that are necessary in any material respect for the business and
operation of the Guarantor and its Subsidiaries, taken as a whole.

                  6.07. Avoidance of Other Conflicts. A Loan Party shall not,
and shall not permit any of its Subsidiaries to, violate or conflict with, be in
violation of or conflict with, or be or remain subject to any liability
(contingent or otherwise) on account of any violation or conflict with

                  (a) any Law,

                  (b) its certificates of incorporation of by-laws (or other
constituent documents), or

                  (c) any agreement or instrument to which it is party or by
which any of them or any of their respective Subsidiaries is a party or by which
any of them or any of their respective properties (now owned or hereafter
acquired) may be subject or bound,



                                     - 58 -
<PAGE>   65

except for matters that could not reasonably be expected , individually or in
the aggregate, to have a Material Adverse Effect.

                  Each Loan Party shall, and shall cause each of its
Environmental Affiliates to, comply with, or operate pursuant to valid waivers
of, applicable Environmental Laws, including, without limitation, to the extent
required by and in accordance with applicable Environmental Laws, conducting, on
a timely basis, periodic tests and monitoring for contamination of ground water,
surface water, air and land and for biological toxicity and completing proper,
thorough and effective clean-up, removal, remediation and/or restoration, except
to the extent that failure so to comply with any Environmental Law does not have
a Material Adverse Effect, and except that, with respect to any testing,
monitoring, clean-up, removal, remediation or other such action required
pursuant to such Environmental Laws, neither a Loan Party nor any of its
Environmental Affiliates shall be required to perform any such action if the
applicability or validity thereof is being contested in good faith by
appropriate proceedings and adequate reserves have been established in
accordance with GAAP.

                  6.08. Financial Accounting Practices. Each Loan Party shall,
and shall cause each of its Subsidiaries to, make and keep books, records and
accounts which, in reasonable detail, accurately and fairly reflect its
transactions and dispositions of its assets and maintain a system of internal
accounting controls sufficient to provide reasonable assurances that (a)
transactions are executed in accordance with management's general or specific
authorization, (b) transactions are recorded as necessary (i) to permit
preparation of financial statements in conformity with GAAP and (ii) to maintain
accountability for assets, (c) access to assets is permitted only in accordance
with management's general or specific authorization and (d) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

                  6.09. Use of Proceeds. The Borrower shall use the proceeds of
the Loans and the Letters of Credit to refinance the Existing Credit Facilities
and for acquisitions, stock repurchases and for general corporate purposes and
shall not use any such proceeds directly or indirectly for any unlawful purpose,
in any manner inconsistent with Section 4.10 hereof, or inconsistent with any
other provision of any Loan Document.

                  6.10. Continuation of or Change in Business. Each Loan Party
and each of its Subsidiaries shall continue to engage in the same or a related
line of business as conducted and operated during the present and preceding
fiscal year, and a Loan Party shall not, and shall not permit any of its
Subsidiaries to, engage in any other unrelated line of business.

                  6.11. Consolidated Tax Return. A Loan Party shall not, and
shall not suffer any of its Subsidiaries to, file or consent to the filing of
any consolidated income tax return with any Person other than the Parent, the
Borrower and their respective Subsidiaries.



                                     - 59 -
<PAGE>   66

                  6.12. Fiscal Year. The Loan Parties shall not, and shall not
suffer any of their respective Subsidiaries to, change their respective fiscal
year or fiscal quarter (except to conform to the fiscal year of the Loan
Parties).

                  6.13. Covenant to Secure Note Equally. If a Loan Party or any
Subsidiary of a Loan Party shall create or assume any Lien upon any of its
property or assets, whether now owned or hereafter acquired, other than Liens
permitted by the provisions of Section 7.05 (unless prior written consent to the
creation or assumption thereof shall have been obtained pursuant to Section
10.03), it will make or cause to be made effective provision satisfactory in
form and substance to the Agent (including, without limitation, opinions of
counsel relating thereto) whereby the Notes and the Reimbursement Obligations
will be secured by such Lien equally and ratably with any and all other
Indebtedness thereby secured so long as any such other Indebtedness shall be so
secured. Securing the Notes as provided in this Section 6.13 shall not permit
the existence of any Lien not permitted by Section 7.05.

                  6.14. Additional Guarantors. The Parent will cause each Person
which is or becomes a Domestic Subsidiary to become a Guarantor as promptly as
practicable after (but in any event within ninety (90) days of) the date such
Person first satisfies the foregoing criteria, by causing such Subsidiary to
execute and deliver to the Agent a Subsidiary Guaranty, together with all
documents which the Agent may reasonably request relating to the existence of
such Subsidiary, the corporate authority for and the validity of such Subsidiary
Guaranty, and any other matters reasonably determined by the Agent to be
relevant thereto, all in form and substance reasonably satisfactory to the
Agent.


                                   ARTICLE VII
                               NEGATIVE COVENANTS

                  So long as any Loan or Letter of Credit is outstanding, any
Obligation is outstanding, the Issuing Bank has any obligation to issue, or the
Lenders have any obligation to participate in, Letters of Credit, or the Lenders
have any obligation to make any Loan, the Loan Parties hereby covenant to the
Lender as follows:

                  7.01. Consolidated Net Worth. Consolidated Net Worth of the
Parent shall not at any time during a fiscal year of the Parent be less than the
sum of (x) $194,879,700 plus (y) 50% of the Parent's Consolidated Net Income
(excluding net losses) for each fiscal quarter of the Parent during the period
commencing on the Closing Date and concluding on the date of determination.

                  7.02. Leverage. As of the last day of each fiscal quarter, the
Consolidated Leverage Ratio shall not be greater than 2.75 to 1.0.

                  7.03. Fixed Charge Coverage. As of the last day of each fiscal
quarter, the Consolidated Fixed Charge Coverage Ratio shall not be less than
1.25 to 1.0.



                                     - 60 -
<PAGE>   67

                  7.04. Interest Coverage. As of the last day of each fiscal
quarter, the Consolidated Interest Coverage Ratio shall not be less than 2.50 to
1.0.

                  7.05. Liens. A Loan Party shall not, and shall not permit any
of its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Lien on any of its property (now owned or hereafter acquired), except for the
following:

                  (a) Liens existing on the date hereof securing obligations
existing on the date hereof, as such Liens and obligations are listed in
Schedule 7.05 hereto (and extension, renewal and replacement Liens upon the same
property theretofor subject to a listed Lien, provided the amount secured by
each Lien constituting such an extension, renewal or replacement Lien shall not
exceed the amount secured by the Lien theretofor existing);

                  (b) Liens arising from taxes, assessments, charges or claims
described in Section 6.03 hereof that are not yet due or that remain payable
without penalty or to the extent permitted to remain unpaid under the proviso to
such Section 6.03;

                  (c) Liens incurred or deposits or pledges of cash or
securities in the ordinary course of business to secure (i) workmen's
compensation, unemployment insurance or other social security obligations, (ii)
performance of bids, tenders, trade contracts (other than for payment of money)
or leases, (iii) stay, surety or appeal bonds, or (iv) other obligations of a
like nature incurred in the ordinary course of business;

                  (d) Liens by a Loan Party or a Subsidiary of a Loan Party on
property securing all or part of the purchase price thereof and Liens (whether
or not assumed) existing in property at the time of purchase thereof by a Loan
Party or a Subsidiary of a Loan Party, provided that (i) such Lien is created
before or substantially simultaneously with the purchase of such property by
such Loan Party or such Subsidiary, (ii) such Lien is confined solely to the
property so purchased, improvements thereto and proceeds thereof and (iii) the
aggregate amount secured by all Liens described in this Section 7.05(d) plus
Liens described in Section 7.05(j) shall not at any time exceed $20,000,000;

                  (e) Liens by a Subsidiary of any Loan Party (other than
another Loan Party) securing Indebtedness of such Subsidiary permitted by
Section 7.06(d) hereof;

                  (f) Liens resulting from the recharacterization of any
Capitalized Lease or Liens resulting or deemed to result from any synthetic
lease, in either case as permitted by Section 7.06(f) hereof;

                  (g) Judgment liens fully bonded or stayed pending appeal;

                  (h) Liens in favor of the United States which arise in the
ordinary course of business resulting from progress payments or partial payments
under United States government contracts or subcontracts thereunder;



                                     - 61 -
<PAGE>   68

                  (i) Zoning restrictions, easements, minor restrictions on the
use of real property, minor irregularities in the title thereto and other minor
Liens that do not secure the payment of money or the performance of an
obligation and that do not individually or in the aggregate materially detract
from the value of a property or asset to, or materially impair its use in the
business of, a Loan Party and its Subsidiaries, taken as a whole; and

                  (j) Any other Liens securing Indebtedness in an aggregate
amount, together with Liens permitted pursuant to Section 7.05(d) hereof, not in
excess of $20,000,000 at any one time outstanding.

                  7.06. Indebtedness. A Loan Party shall not, and shall not
permit any of its Subsidiaries to, at any time create, incur, assume or suffer
to exist any Indebtedness, except:

                  (a) Indebtedness to the Lender pursuant to this Agreement, the
other Loan Documents and the Short Term Loan Documents;

                  (b) Indebtedness of the Parent and its Subsidiaries existing
on the date hereof and listed in Schedule 7.06 hereof, including any extensions,
renewals or refinancings thereof (but not in excess of the aggregate amount
outstanding as of the Closing Date);

                  (c) Any other Indebtedness for borrowed money incurred by the
Parent and its Subsidiaries from time to time and not otherwise addressed in
Sections 7.06(a), 7.06 (b) 7.06 (d) or 7.06 (e); provided, that the aggregate
principal amount of such Indebtedness shall not exceed $20,000,000 at any time;

                  (d) Indebtedness of any Subsidiary of a Loan Party (other than
another Loan Party) to any other Subsidiary of a Loan Party (other than a Loan
Party);

                  (e) Indebtedness incurred by a Loan Party or any Subsidiary of
a Loan Party in favor of a Loan Party or Subsidiary of a Loan Party, provided
that (i) any such Subsidiary involved in any such lending arrangement be
consolidated, for financial statement reporting purposes, with the Parent, (ii)
no Event of Default or Potential Default then exists or would result from any
such lending arrangement at the time of such lending arrangement and after
giving effect thereto and (iii) the aggregate principal amount of Indebtedness
of any one or more Loan Parties and Subsidiaries thereof in favor of Borrower
under this Section 7.06(e) shall not exceed $45,000,000 in the aggregate at any
one time, net of any amounts owing by Borrower to any Loan Party or the
Subsidiary of any Loan Party other than BBox Holding Company, a Delaware
corporation, or BBox Technologies, Inc. a Delaware corporation; provided that
Indebtedness for the purpose of any Acquisition permitted pursuant to Section
7.11(a) shall not be included in such determination; and

                  (f) Capitalized Lease Obligations and obligations arising
under synthetic leases of the Parent or any of its Subsidiaries in an aggregate
amount not in excess of



                                     - 62 -
<PAGE>   69

$20,000,000 at any one time, provided that any such Capitalized Leases are
otherwise permitted by Section 7.14

provided, however, that Indebtedness borrowed by the Borrower from any Affiliate
of the Borrower shall be subordinated to the Revolving Credit Note (except to
the extent that any such requirement applied to a foreign Subsidiary of a Loan
Party could have an adverse tax consequence on any Loan Party) on the terms
identified in Exhibit H attached hereto.

                  7.07. Guarantees, Indemnities of the Borrower, etc. The Loan
Parties shall not, and shall not permit any of their respective Subsidiaries to,
be or become subject to or bound by any Guaranty Equivalent, except for the
Obligations owed to the Lenders under the Loan Documents and the Short Term Loan
Documents and:

                  (a) Contingent liabilities arising from the endorsement of
negotiable or other instruments for deposit or collection or similar
transactions in the ordinary course of business;

                  (b) Guaranty Equivalents securing Assured Obligations
permitted pursuant to Section 7.06;

                  (c) Indemnities of the liabilities of its directors, officers
and employees in their capacities as such as permitted by Law; and

                  (d) Guaranty Equivalents constituting usual and customary
indemnities with respect to liabilities (other than Indebtedness) in connection
with an acquisition or disposition of stock or assets by any Loan Party or any
Subsidiary of a Loan Party.

                  7.08. Loans, Advances and Investments. The Loan Parties shall
not, and shall not permit any of their respective Subsidiaries to, at any time
make or suffer to exist or remain outstanding any loan or advance to, or
purchase, acquire or own (beneficially or of record) any stock, bonds, notes or
securities of, or any partnership interest (whether general or limited) in, or
any other interest in, or make any capital contribution to or other investment
in, any other Person, except:

                  (a) Capital contributions to, the purchase of interests in,
and other investments in any Loan Party and any Subsidiary of a Loan Party;

                  (b) Loans or advances, so long as no Event of Default or
Potential Default shall have occurred and be continuing or shall occur after
giving effect thereto, permitted under Section 7.06(e);

                  (c) So long as no Event of Default or Potential Default shall
have occurred and be continuing or shall occur after giving effect thereto,
additional interests with respect to those matters set forth on Schedule 4.12
hereto; provided, that the acquisition of such additional interests shall not
require the expenditure of more than $10,000,000 in the aggregate;



                                     - 63 -
<PAGE>   70

                  (d) So long as no Event of Default or Potential Default shall
have occurred and be continuing or shall occur after giving effect thereto,
investments in any Person other than a Loan Party or a Subsidiary of a Loan
Party where (i) such Person is in the same or a similar line of business as any
Loan Party or any Subsidiary of a Loan Party, (ii) such investment is in the
form of an Acquisition and (iii) after giving effect to such investment the
unused availability under the Revolving Credit Commitments and the Short Term
Commitment, in the aggregate, is greater than $10,000,000, provided, that (A)
when the Leverage Ratio is less than 1.75 to 1.0 prior to such Acquisition, any
such Acquisition in which the consideration payable in connection with such
Acquisition exceeds $30,000,000 shall require the consent of the Required
Lenders and (B) when the Leverage Ratio is greater than or equal to 1.75 to 1.0
prior to such Acquisition, any such Acquisition in which the consideration
payable in connection with such Acquisition exceeds $15,000,000 shall require
the consent of the Required Lenders; and

                  (e) Cash Equivalent Investments.

                  7.09. Dividends and Related Distributions. A Loan Party shall
not, and shall not permit any of its Subsidiaries to, declare or make any Stock
Payment if an Event of Default or Potential Default shall have occurred and is
continuing or if the same shall occur after giving effect thereto.

                  7.10. Sale-Leasebacks. Other than in an aggregate amount not
in excess at any one time of $10,000,000 and other than in connection with a
synthetic lease (to the extent that such lease transaction may be characterized
as a sale-leaseback transaction) permitted pursuant to Section 7.06(f), a Loan
Party shall not, and shall not permit any of its Subsidiaries to, at any time
enter into or suffer to remain in effect any transaction to which such Loan
Party or Subsidiary is a party involving the sale, transfer or other disposition
by such Loan Party or Subsidiary of any property (now owned or hereafter
acquired), with a view directly or indirectly to the leasing back of any part of
the same property or any other property used for the same or a similar purpose
or purposes.

                  7.11. Mergers, Acquisitions, etc. A Loan Party shall not, and
shall not permit any of its Subsidiaries to (v) merge with or into or
consolidate with any other Person, (w) liquidate, wind-up, dissolve or divide,
(x) acquire all or any substantial portion of the properties of any going
concern or going line of business, or (y) acquire all or any substantial portion
of the properties of any other Person other than in the ordinary course of
business, except:

                  (a) Acquisitions (as defined herein) that satisfy the
conditions set forth in Section 7.08(c) or (d) hereof.

                  (b) Provided that no Event of Default or Potential Default
shall occur and be continuing or shall exist at such time or after giving effect
to such transaction, a Loan Party (other than the Parent or Borrower) may merge
out of existence, liquidate, wind-up or dissolve if such merger, liquidation,
winding-up or dissolution (i) would not be disadvantageous, in any material
respect, to such Loan Party and its Subsidiaries taken as a whole (as determined
in good



                                     - 64 -
<PAGE>   71

faith by the Parent) and (ii) would not adversely affect the Lenders (as
reasonably determined by the Agent).

                  7.12. Dispositions of Properties. A Loan Party shall not, and
shall not permit any of its Subsidiaries to, sell, convey, assign, lease,
transfer, abandon or otherwise dispose of, voluntarily or involuntarily, any of
its properties, except:

                  (a) Each Loan Party and each Subsidiary of each Loan Party may
sell inventory in the ordinary course of business;

                  (b) Each Loan Party and each Subsidiary of each Loan Party may
license or otherwise reasonably convey its intellectual property and other
intangible assets to the extent and in the manner that is characteristic of the
industry of the Loan Parties provided that such Loan Party or Subsidiary of a
Loan Party shall do nothing to prevent a collateral assignment of any such
license agreement to the Agent, for the benefit of the Lenders; and

                  (c) Each Loan Party and each Subsidiary of each Loan Party may
dispose of property which is obsolete or no longer useful in the business of the
Borrower or such Subsidiary.

                  7.13. Dealings with Affiliates. A Loan Party shall not permit
any of its Subsidiaries that are not Loan Parties to, directly or indirectly
deal with, in the ordinary course of business or otherwise, any Loan Party,
except in transactions which are pursuant to the reasonable requirements of such
Loan Party's business operations and which are on no less favorable terms to
such Loan Party than would be the case with a similar transaction with an
unaffiliated Person negotiated at arm's length.

                  7.14. Capital Expenditures. A Loan Party shall not, and shall
not permit any of its Subsidiaries to, make any Capital Expenditures on or after
the date hereof if an Event of Default or Potential Default shall have occurred
and is continuing or if the same shall occur after giving effect thereto.

                  7.15. Limitation on Other Restrictions on Liens. The Loan
Parties shall not enter into, become or remain subject to any agreement,
covenant or instrument to which such Person is a party or by which such Person
or any of its properties (now owned or hereafter acquired) may be subject or
bound that would prohibit (i) the payment of any Stock Payment to the Lenders,
(ii) the incurrence of additional Indebtedness to the Lenders, whether pursuant
to this Agreement or otherwise, except the Loan Documents or the Short Term Loan
Documents, or (iii) the grant of any Lien upon any of its properties (now owned
or hereafter acquired) (any such agreement, covenant or instrument, or provision
thereof, containing such prohibition on the granting of Liens is referred to
hereinafter in this Section 7.15 as a "Negative Pledge Provision") unless such
Negative Pledge Provision expressly permits such Person to grant Liens in favor
of the Lenders; such Negative Pledge Provision may additionally require that,
when any Liens are granted to the Lenders, such Liens shall also be granted on a
pari passu basis to the obligee of such Negative



                                     - 65 -
<PAGE>   72

Pledge Provision, provided, however, that no Loan Party and no Subsidiary
thereof shall be permitted to grant any such obligee any Liens which are not
permitted by Section 7.05 hereof.

                  7.16. License Agreement. Without the prior written consent of
the Agent, the Borrower shall not amend, modify or supplement the License
Agreement in any manner that would be materially disadvantageous to the Borrower
nor exercise any right to terminate the License Agreement.

                  7.17 Limitations or Other Restrictions on Dividends by
Subsidiaries. A Loan Party will not, nor will it permit any of its Subsidiaries
to be or become subject to any restriction of any nature (whether arising by
operation of Law, by agreement, by its articles of incorporation, by-laws or
other constituent documents of any Subsidiary of such Loan Party, or otherwise)
on the right of any Subsidiary of any Loan Party from time to time to (w)
declare and pay Stock Payments with respect to capital stock owned by the
Borrower or any Subsidiary of the Borrower, (x) pay any indebtedness,
obligations or liabilities from time to time owed to the Borrower or any
Subsidiary of the Borrower, (y) make loans or advances to the Borrower or any
Subsidiary of the Borrower, or (z) transfer any of its properties or assets to
the Borrower or any Subsidiary of the Borrower, except:

                  (a) Restrictions pursuant to the Loan Documents and the Short
Term Loan Documents;

                  (b) Legal restrictions of general applicability under the
corporation law under which such Subsidiary is incorporated, and fraudulent
conveyance or similar laws or general applicability for the benefit of creditors
of such Subsidiary generally; and

                  (c) With respect to clause (z) above: nonassignment provisions
of any executory or other contract, performance contract, performance bond, or
of any lease by the Borrower or such Subsidiary as lessee.



                                  ARTICLE VIII
                                    DEFAULTS

                  8.01. Events of Default. An Event of Default shall mean the
occurrence or existence of one or more of the following events or conditions
(for any reason, whether voluntary, involuntary or effected or required by Law):

                  (a) Any Loan Party shall fail to pay (i) when due principal of
any Loan or any Letter of Credit Reimbursement Obligation, (ii) within three (3)
days after the date when due, interest on any Loan or any Letter of Credit
Reimbursement Obligation, or (iii) within ten (10) days after the date when due,
any fees, indemnity or expenses, or any other amount due hereunder or under any
other Loan Document.



                                     - 66 -
<PAGE>   73

                  (b) Any representation or warranty made or deemed made by any
Loan Party or any Subsidiary of any Loan Party in or pursuant to or in
connection with any Loan Document, or any statement made by any Loan Party or
any Subsidiary of any Loan Party in any financial statement, certificate,
report, exhibit or document furnished by any Loan Party or any Subsidiary of any
Loan Party to the Agent or any Lender pursuant to or in connection with any Loan
Document, shall prove to have been false or misleading in any material respect
as of the time when made or deemed made (including by omission of material
information necessary to make such representation, warranty or statement not
misleading).

                  (c) Any Loan Party shall default in the performance or
observance of Section 7.01 through Section 7.04, inclusive, or Section 7.12; or
any Loan Party shall default in the performance or observation of any other
covenant contained in Article VII hereof or the covenant contained in Section
6.01(i) hereof and such default shall have continued for a period of ten (10)
days.

                  (d) Any Loan Party shall default in the performance or
observance of any other material covenant, agreement or duty under this
Agreement or any other Loan Document and such default shall have continued for a
period of thirty (30) Business Days.

                  (e) Any Loan Party or any Subsidiary of any Loan Party shall
default beyond any applicable cure period in the payment of principal or
interest on any obligation for borrowed money in excess of $2,000,000 or in the
performance of any provision contained in any instrument under which any such
obligation for borrowed money is created or secured (including the breach of any
covenant thereunder) if an effect of such default is to cause, or permit any
Person to cause such obligation to become due prior to its stated maturity,
unless, solely with respect to a non-payment default (i) such Loan Party or such
Subsidiary is actively and diligently contesting the existence of such default
and (ii) the obligee has not taken any action to accelerate the maturity of such
obligation or to exercise any other remedy available to it under such
instrument.

                  (f) One or more judgments for the payment of money shall have
been entered against any Loan Party or any Subsidiary of any Loan Party, which
judgment or judgments exceed $2,000,000 in the aggregate, and such judgment or
judgments shall have remained undischarged and unstayed for a period of thirty
(30) consecutive days.

                  (g) Any one or more Pension-Related Events referred to in
subsection (a)(ii), (b) or (e) of the definition of "Pension-Related Event"
shall have occurred; or any one or more other Pension-Related Events shall have
occurred and the Lender shall determine in good faith (which determination shall
be conclusive absent manifest error) that such other Pension-Related Events,
individually or in the aggregate, could have a Material Adverse Effect.

                  (h) There shall have occurred a material adverse change in the
business, condition (financial or otherwise), results of operations or prospects
of any Loan Party.



                                     - 67 -
<PAGE>   74

                  (i) A proceeding shall have been instituted in respect of any
Loan Party or any Subsidiary of any Loan Party

                  (i) seeking to have an order for relief entered in respect of
         such Person, or seeking a declaration or entailing a finding that such
         Person is insolvent or a similar declaration or finding, or seeking
         dissolution, winding-up, charter revocation or forfeiture, liquidation,
         reorganization, arrangement, adjustment, composition or other similar
         relief with respect to such Person, its assets or its debts under any
         Law relating to bankruptcy, insolvency, relief of debtors or protection
         of creditors, termination of legal entities or any other similar Law
         now or hereafter in effect and such proceeding shall remain undismissed
         and unstayed for a period of thirty (30) consecutive days; or

                  (ii) seeking appointment of a receiver, trustee, liquidator,
         assignee, sequestrator or other custodian for such Person or for all or
         any substantial part of its property and such proceeding shall result
         in the entry, making or grant of any such order for relief,
         declaration, finding, relief or appointment, or such proceeding shall
         remain undismissed and unstayed for a period of thirty (30) consecutive
         days.

                  (j) Any Loan Party or any Subsidiary of any Loan Party shall
become insolvent; shall fail to pay, become unable to pay, or state that it is
or will be unable to pay, its debts as they become due; shall voluntarily
suspend transaction of its or his business; shall make a general assignment for
the benefit of creditors; shall institute (or fail to controvert in a timely and
appropriate manner) a proceeding described in Section 8.01(i)(i) hereof, or
(whether or not any such proceeding has been instituted) shall consent to or
acquiesce in any such order for relief, declaration, finding or relief described
therein; shall institute (or fail to controvert in a timely and appropriate
manner) a proceeding described in Section 8.01(i)(ii) hereof, or (whether or not
any such proceeding has been instituted) shall consent to or acquiesce in any
such appointment or to the taking of possession by any such custodian of all or
any substantial part of its or his property; shall dissolve, wind-up, revoke or
forfeit its charter (or other constituent documents) or liquidate itself or any
substantial part of its property other than proceedings for the voluntary
liquidation and dissolution of a Subsidiary of the Parent permitted by Section
6.04 hereof; or shall take any action in furtherance of any of the foregoing.

                  (k) This Agreement or any Loan Document or term or provision
hereof or thereof shall cease to be in full force and effect, or the Borrower
shall, or shall purport to, terminate (other than termination in accordance with
the terms of this Agreement), repudiate, declare voidable or void or otherwise
contest, this Agreement or any Loan Document or term or provision hereof or
thereof or any obligation or liability of the Borrower hereunder or thereunder.

                  (l) The Parent shall cease to own, directly or indirectly, one
hundred percent (100%) of the outstanding capital stock of the Borrower.

                  (m) A Change of Control shall occur.



                                     - 68 -
<PAGE>   75

                  8.02. Consequences of an Event of Default.

                  (a) If an Event of Default specified in subsections (a)
through (m) of Section 8.01 hereof shall occur and be continuing or shall exist,
then, in addition to all other rights and remedies which the Agent or any Lender
may have hereunder or under any other Loan Document, at law, in equity or
otherwise, the Lenders shall be under no further obligation to make Loans
hereunder, the Issuing Bank shall be under no further obligation to issue
Letters of Credit hereunder, and the Agent may upon the written request of the
Required Lenders shall, by notice to the Borrower, from time to time do any or
all of the following:

                  (i) Declare the Revolving Credit Commitment terminated,
         whereupon the Commitments will terminate and any fees hereunder shall
         be immediately due and payable without presentment, demand, protest or
         further notice of any kind, all of which are hereby waived, and an
         action therefor shall immediately accrue.

                  (ii) Declare the unpaid principal amount of the Loans,
         interest accrued thereon and all other Obligations to be immediately
         due and payable without presentment, demand, protest or further notice
         of any kind, all of which are hereby waived, and an action therefor
         shall immediately accrue.

                  (b) If an Event of Default specified in subsection (i) or (j)
of Section 8.01 hereof shall occur or exist, then, in addition to all other
rights and remedies which the Agent or any Lender may have hereunder or under
any other Loan Document, at law, in equity or otherwise, the Commitments shall
automatically terminate and the Lenders shall be under no further obligation to
make Loans, the Issuing Bank shall be under no further obligation to issue
Letters of Credit, and the unpaid principal amount of the Loans, Letter of
Credit Reimbursement Obligations, interest accrued thereon and all other
Obligations shall become immediately due and payable without presentment,
demand, protest or notice of any kind, all of which are hereby waived, and an
action therefor shall immediately accrue.

                  (c) Without limitation of other rights and remedies under this
Agreement or the Loan Documents or at law or in equity, if all of the
Obligations shall have become due and payable pursuant to clause (a) or (b) of
this Section 8.02, the Borrower shall immediately pay to the Agent, for deposit
in the Letter of Credit Collateral Account, an amount equal to the excess, if
any, of the aggregate Letter of Credit Exposure at such time over the balance in
the Letter of Credit Collateral Account. Amounts in the Letter of Credit
Collateral Account shall be applied by the Agent to the Obligations as the
Required Lenders shall elect.


                                   ARTICLE IX
                                    THE AGENT

                  9.01. Appointment. Each Lender hereby irrevocably appoints
Mellon to act as Agent for such Lender under this Agreement and the other Loan
Documents. Each Lender hereby irrevocably authorizes the Agent to take such
action on behalf of such Lender under the



                                     - 69 -
<PAGE>   76

provisions of this Agreement and the other Loan Documents, and to exercise such
powers and to perform such duties, as are expressly delegated to or required of
the Agent by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto. Mellon hereby agrees to act as Agent on behalf of
the Lenders on the terms and conditions set forth in this Agreement and the
other Loan Documents, subject to its right to resign as provided in Section 9.10
hereof. Each Lender hereby irrevocably authorizes the Agent to execute and
deliver each of the Loan Documents and to accept delivery of such of the other
Loan Documents as may not require execution by the Agent. Each Lender agrees
that the rights and remedies granted to the Agent under the Loan Documents shall
be exercised exclusively by the Agent, and that no Lender shall have any right
individually to exercise any such right or remedy, except to the extent
expressly provided herein or therein.

                  9.02. General Nature of Agent's Duties. Notwithstanding
anything to the contrary elsewhere in this Agreement or in any other Loan
Document:

                  (a) The Agent shall have no duties or responsibilities except
those expressly set forth in this Agreement and the other Loan Documents, and no
implied duties or responsibilities on the part of the Agent shall be read into
this Agreement or any Loan Document or shall otherwise exist; provided, however,
that nothing contained in this Article IX shall affect the express duties and
responsibilities of the Agent to the Borrower under this Agreement and the other
Loan Documents.

                  (b) The duties and responsibilities of the Agent under this
Agreement and the other Loan Documents shall be mechanical and administrative in
nature, and the Agent shall not have a fiduciary relationship in respect of any
Lender.

                  (c) The Agent is and shall be solely the agent of the Lenders.
The Agent does not assume, and shall not at any time be deemed to have, any
relationship of agency or trust with or for, or any other duty or responsibility
to, the Borrower or any other Person (except only for its relationship as agent
for the Lenders, and its express duties and responsibilities to the Lenders and
the Borrower, as provided in this Agreement and the other Loan Documents).

                  (d) The Agent shall be under no obligation to take any action
hereunder or under any other Loan Document if the Agent believes in good faith
that taking such action may conflict with any Law or any provision of this
Agreement or any other Loan Document, or may require the Agent to qualify to do
business in any jurisdiction where it is not then so qualified.

                  9.03. Exercise of Powers. The Agent shall take any action of
the type specified in this Agreement or any other Loan Document as being within
the Agent's rights, powers or discretion in accordance with directions from the
Required Lenders (or, to the extent this Agreement or such Loan Document
expressly requires the direction or consent of some other Person or set of
Persons, then instead in accordance with the directions of such other Person or
set of Persons). In the absence of such directions, the Agent shall have the
authority (but under no circumstances shall be obligated), in its sole
discretion, to take any such action, except to the extent this Agreement or such
Loan Document expressly requires the direction or consent of the



                                     - 70 -
<PAGE>   77

Required Lenders (or some other Person or set of Persons), in which case the
Agent shall not take such action absent such direction or consent. Any action or
inaction pursuant to such direction, discretion or consent shall be binding on
all the Lenders. Subject to Section 9.04(a) hereof, the Agent shall not have any
liability to any Person as a result of (x) the Agent acting or refraining from
acting in accordance with the directions of the Required Lenders (or other
applicable Person or set of Persons), (y) the Agent refraining from acting in
the absence of instructions to act from the Required Lenders (or other
applicable Person or set of Persons), whether or not the Agent has discretionary
power to take such action, or (z) the Agent taking discretionary action it is
authorized to take under this Section.

                  9.04. General Exculpatory Provisions. Notwithstanding anything
to the contrary elsewhere in this Agreement or any other Loan Document:

                  (a) Neither the Agent nor the Issuing Bank shall be liable for
any action taken or omitted to be taken by it under or in connection with this
Agreement or any other Loan Document, unless caused by its own gross negligence
or willful misconduct.

                  (b) Neither the Agent nor the Issuing Bank shall be
responsible for (i) the execution, delivery, effectiveness, enforceability,
genuineness, validity or adequacy of this Agreement or any other Loan Document,
(ii) any recital, representation, warranty, document, certificate, report or
statement in, provided for in, or received under or in connection with, this
Agreement or any other Loan Document, or (iii) any failure of any Lender to
perform any of its obligations under this Agreement or any other Loan Document.

                  (c) Neither the Agent nor the Issuing Bank shall be under any
obligation to ascertain, inquire or give any notice relating to (i) the
performance or observance of any of the terms or conditions of this Agreement or
any other Loan Document on the part of the Borrower or their respective
Subsidiaries, (ii) the business, operations, condition (financial or otherwise)
or prospects of the Borrower or its Subsidiaries, or any other Person, or (iii)
except to the extent set forth in Section 9.05(f) hereof, the existence of any
Event of Default or Potential Default.

                  (d) Neither the Agent nor the Issuing Bank shall be under any
obligation, either initially or on a continuing basis, to provide any Lender
with any notices, reports or information of any nature, whether in its
possession presently or hereafter, except for such notices, reports and other
information expressly required by this Agreement or any other Loan Document to
be furnished by the Agent or the Issuing Bank to such Lender.

                  9.05. Administration by the Agent and the Issuing Bank.

                  (a) Each of the Agent and the Issuing Bank may rely upon any
notice or other communication of any nature (written or oral, including but not
limited to telephone conversations, whether or not such notice or other
communication is made in a manner permitted or required by this Agreement or any
Loan Document) purportedly made by or on behalf of the proper party or parties,
and each of the Agent and the Issuing Bank shall not have any duty to verify the
identity or authority of any Person giving such notice or other communication.



                                     - 71 -
<PAGE>   78

                  (b) Each of the Agent and the Issuing Bank may consult with
legal counsel (including, without limitation, in-house counsel for the Agent or
the Issuing Bank, respectively, or in-house or other counsel for any Borrower),
independent public accountants and any other experts selected by it from time to
time, and each of the Agent and the Issuing Bank shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts.

                  (c) Each of the Agent and the Issuing Bank may conclusively
rely upon the truth of the statements and the correctness of the opinions
expressed in any certificates or opinions furnished to the Agent or the Issuing
Bank in accordance with the requirements of this Agreement or any other Loan
Document. Whenever either the Agent or the Issuing Bank shall deem it necessary
or desirable that a matter be proved or established with respect to any Borrower
or any Lender, such matter may be established by a certificate of the applicable
Borrower or such Lender, as the case may be, and either the Agent or the Issuing
Bank may conclusively rely upon such certificate (unless other evidence with
respect to such matter is specifically prescribed in this Agreement or another
Loan Document).

                  (d) Each of the Agent and the Issuing Bank may fail or refuse
to take any action unless it shall be indemnified to its satisfaction from time
to time against any and all amounts, liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature which may be imposed on, incurred by or asserted against the
Agent and the Issuing Bank by reason of taking or continuing to take any such
action.

                  (e) The Agent may perform any of its duties under this
Agreement or any other Loan Document by or through agents or attorneys-in-fact.
The Agent shall not be responsible for the negligence or misconduct of any
agents or attorneys-in fact selected and supervised by it with reasonable care.

                  (f) Neither the Agent nor the Issuing Bank shall be deemed to
have any knowledge or notice of the occurrence of any Event of Default or
Potential Default unless the Agent has received notice from a Lender or any
Borrower referring to this Agreement, describing such Event of Default or
Potential Default. If the Agent receives such a notice, the Agent shall give
prompt notice thereof to each Lender and if the Issuing Bank receives such a
notice, the Issuing Bank shall give prompt notice thereof to the Agent.

                  9.06. Lender Not Relying on Agent or Other Lenders. Each
Lender acknowledges as follows: (a) Neither the Agent nor any other Lender has
made any representations or warranties to it, and no act taken hereafter by the
Agent or any other Lender shall be deemed to constitute any representation or
warranty by the Agent or such other Lender to it. (b) It has, independently and
without reliance upon the Agent or any other Lender, and based upon such
documents and information as it has deemed appropriate, made its own credit and
legal analysis and decision to enter into this Agreement and the other Loan
Documents. (c) It will, independently and without reliance upon the Agent or any
other Lender, and based upon



                                     - 72 -
<PAGE>   79

such documents and information as it shall deem appropriate at the time, make
its own decisions to take or not take action under or in connection with this
Agreement and the other Loan Documents.

                  9.07. Indemnification. Each Lender agrees to reimburse and
indemnify each of the Agent and the Issuing Bank and their respective directors,
officers, employees and agents (to the extent not reimbursed by the Borrower and
without limitation of the obligations of the Borrower to do so), Pro Rata, from
and against any and all amounts, losses, liabilities, claims, damages, expenses,
obligations, penalties, actions, judgments, suits, costs or disbursements of any
kind or nature (including, without limitation, the fees and disbursements of
counsel for the Agent or the Issuing Bank or such other Person in connection
with any investigative, administrative or judicial proceeding commenced or
threatened, whether or not the Agent or the Issuing Bank or such other Person
shall be designated a party thereto) that may at any time be imposed on,
incurred by or asserted against the Agent or the Issuing Bank or such other
Person as a result of, or arising out of, or in any way related to or by reason
of, this Agreement, any other Loan Document, any transaction from time to time
contemplated hereby or thereby, or any transaction financed in whole or in part
or directly or indirectly with the proceeds of any Loan, provided that no Lender
shall be liable for any portion of such amounts, losses, liabilities, claims,
damages, expenses, obligations, penalties, actions, judgments, suits, costs or
disbursements resulting solely from the gross negligence or willful misconduct
of the Agent or the Issuing Bank or such other Person, as finally determined by
a court of competent jurisdiction. Payments under this Section 9.07 shall be due
and payable on demand, and to the extent that any Lender fails to pay any such
amount on demand, such amount shall bear interest for each day from the date of
demand until paid (before and after judgment) at a rate per annum (calculated on
the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed) which for each day shall be equal to the Prime Rate.

                  9.08. Agent in its Individual Capacity. With respect to its
Revolving Credit Commitments and the Obligations owing to it, the Agent shall
have the same rights and powers under this Agreement and each other Loan
Document as any other Lender and may exercise the same as though it were not the
Agent, and the terms "Lenders," "holders of Notes" and like terms shall include
the Agent in its individual capacity as such. The Agent and its affiliates may,
without liability to account, make loans to, accept deposits from, acquire debt
or equity interests in, act as trustee under indentures of, and engage in any
other business with, the Borrower and any stockholder, subsidiary or affiliate
of the Borrower, as though the Agent were not the Agent hereunder.

                  9.09. Holders of Notes. The Agent may deem and treat the
Lender which is payee of a Note as the owner and holder of such Note for all
purposes hereof unless and until a Transfer Supplement with respect to the
assignment or transfer thereof shall have been filed with the Agent in
accordance with Section 10.14 hereof. Any authority, direction or consent of any
Person who at the time of giving such authority, direction or consent is shown
in the Register as being a Lender shall be conclusive and binding on each
present and subsequent holder, transferee or assignee of any Note or Notes
payable to such Lender or of any Note or Notes issued in exchange therefor.



                                     - 73 -
<PAGE>   80

                  9.10. Successor Agent. The Agent may resign at any time by
giving 10 days' prior written notice thereof to the Lenders and the Borrower.
The Agent may be removed by the Required Lenders at any time by giving 10 days'
prior written notice thereof to the Agent, the other Lenders and the Borrower.
Upon any such resignation or removal, the Required Lenders shall have the right
to appoint a successor Agent. If no successor Agent shall have been so appointed
and consented to, and shall have accepted such appointment, within 30 days after
such notice of resignation or removal, then the retiring Agent may, on behalf of
the Lenders, appoint a successor Agent. Each successor Agent shall be a
commercial bank or trust company organized or licensed under the laws of the
United States of America or any State thereof and having a combined capital and
surplus of at least $1,000,000,000. Upon the acceptance by a successor Agent of
its appointment as Agent hereunder, such successor Agent shall thereupon succeed
to and become vested with all the properties, rights, powers, privileges and
duties of the former Agent, without further act, deed or conveyance. Upon the
effective date of resignation or removal of a retiring Agent, such Agent shall
be discharged from its duties under this Agreement and the other Loan Documents,
but the provisions of this Agreement shall inure to its benefit as to any
actions taken or omitted by it while it was Agent under this Agreement. If and
so long as no successor Agent shall have been appointed, then any notice or
other communication required or permitted to be given by the Agent shall be
sufficiently given if given by the Required Lenders, all notices or other
communications required or permitted to be given to the Agent shall be given to
each Lender, and all payments to be made to the Agent shall be made directly to
the Borrower or Lender for whose account such payment is made.

                  9.11. Additional Agents. If the Agent shall from time to time
deem it necessary or advisable, for its own protection in the performance of its
duties hereunder or in the interest of the Lenders and if the Borrower and the
Required Lenders shall consent (which consent shall not be unreasonably
withheld), the Agent and the Borrower shall execute and deliver a supplemental
agreement and all other instruments and agreements necessary or advisable, in
the opinion of the Agent, to constitute another commercial bank or trust
company, or one or more other Persons approved by the Agent, to act as co-Agent,
with such powers of the Agent as may be provided in such supplemental agreement,
and to vest in such bank, trust company or Person as such co-Agent or separate
agent, as the case may be, any properties, rights, powers, privileges and duties
of the Agent under this Agreement or any other Loan Document.

                  9.12. Calculations. The Agent shall not be liable for any
calculation, apportionment or distribution of payments made by it in good faith.
If such calculation, apportionment or distribution is subsequently determined to
have been made in error, the sole recourse of any Lender to whom payment was due
but not made shall be to recover from the other Lenders any payment in excess of
the amount to which they are determined to be entitled.

                  9.13. Agent's Fee. The Borrower agrees to pay to the Agent,
for its individual account, Agent's fees in the amounts set forth in the Agent's
fee letter.

                  9.14. Funding by Agent. Unless the Agent shall have been
notified in writing by any Lender not later than the close of business on the
day before the day on which Loans are



                                     - 74 -
<PAGE>   81

requested by the Borrower to be made that such Lender will not make its Pro Rata
share of such Loans, the Agent may assume that such Lender will make its Pro
Rata share of the Loans, and in reliance upon such assumption the Agent may (but
in no circumstances shall be required to) make available to the Borrower a
corresponding amount. If and to the extent that any Lender fails to make such
payment to the Agent on such date, such Lender shall pay such amount on demand
(or, if such Lender fails to pay such amount on demand, the Borrower shall pay
such amount on demand), together with interest, for the Agent's own account, for
each day from and including the date of the Agent's payment to and including the
date of repayment to the Agent (before and after judgment) at the rate per annum
applicable to such Loans. All payments to the Agent under this Section shall be
made to the Agent at its Office in Dollars in funds immediately available at
such Office, without set-off, withholding, counterclaim or other deduction of
any nature.


                                    ARTICLE X
                                  MISCELLANEOUS

                  10.01. Holidays. Whenever any payment or action to be made or
taken hereunder or under any other Loan Document shall be stated to be due on a
day which is not a Business Day, such payment or action shall be made or taken
on the next following Business Day (except as provided in Section 2.04(c) with
respect to Euro-Rate Funding Periods) and such extension of time shall be
included in computing interest or fees, if any, in connection with such payment
or action.

                  10.02. Records. The unpaid principal amount of the Loans owing
to each Lender, the unpaid interest accrued thereon, the interest rate or rates
applicable to such unpaid principal amount, the duration of such applicability,
each Lender's Revolving Credit Committed Amount and the accrued and unpaid
Commitment Fees and fees pursuant to Section 3.02 hereof shall at all times be
ascertained from the records of the Agent, which shall be conclusive absent
manifest error.

                  10.03. Amendments and Waivers. Neither this Agreement nor any
Loan Document may be amended, modified or supplemented except in accordance with
the provisions of this Section. The Required Lenders and the Borrower may from
time to time amend, modify or supplement the provisions of this Agreement or any
other Loan Document for the purpose of amending, adding to, or waiving any
provisions or changing in any manner the rights and duties of the Borrower, the
Agent or any Lender. Any such amendment, modification or supplement made in
accordance with the provisions of this Section shall be binding upon the
Borrower, each Lender and the Agent. The Agent shall enter into such amendments,
modifications or supplements from time to time as directed by the Required
Lenders, and only as so directed, provided, that no such amendment, modification
or supplement may be made which will:

                  (a) Increase the Revolving Credit Committed Amount of any
Lender over the amount thereof then in effect, or extend the Revolving Credit
Maturity Date, without the written consent of each Lender affected thereby;



                                     - 75 -
<PAGE>   82

                  (b) Reduce the principal amount of or extend the time for any
payment of any Loan, or reduce the amount of or rate of interest or extend the
time for payment of interest borne by any Loan or extend the time for payment of
or reduce the amount of any Commitment Fee or reduce or postpone the date for
payment of any other fees, expenses, indemnities or amounts payable under any
Loan Document, without the written consent of each Lender affected thereby;

                  (c) Change the definition of "Required Lenders" or amend this
Section 10.03, without the written consent of all the Lenders;

                  (d) Release all or substantially all of the Guarantors or
reduce the Guaranteed Obligations of all or substantially all of the Guarantors
under any of the Subsidiary Guarantees in connection with the sale or other
disposition of all of the capital stock of and other equity interests in such
Guarantor to a Person or Persons other than a Loan Party, other than in
connection with a sale or other disposition which is in compliance with this
Agreement and the Loan Documents (a "Permitted Sale"), without the written
consent of the all Lenders;

                  (e) Release any "Guarantor" or reduce any Guaranteed
Obligations of any Guarantor under the Parent Guaranty, other than in connection
with a Permitted Sale or the liquidation, dissolution or merger of a Guarantor
permitted hereby, without the written consent of all Lenders;

                  (f) Amend or waive any of the provisions of Article IX hereof,
or impose additional duties upon the Agent or any Issuing Bank or otherwise
adversely affect the rights, interests or obligations of the Agent or any
Issuing Bank, without the written consent of the Agent and the Issuing Banks;

                  (g) change any voting percentages without the written consent
of all the Lenders;

and provided further, that Transfer Supplements may be entered into in the
manner provided in Section 10.14 hereof. Any such amendment, modification or
supplement must be in writing and shall be effective only to the extent set
forth in such writing. Any Event of Default or Potential Default waived or
consented to in any such amendment, modification or supplement shall be deemed
to be cured and not continuing to the extent and for the period set forth in
such waiver or consent, but no such waiver or consent shall extend to any other
or subsequent Event of Default or Potential Default or impair any right
consequent thereto.

                  10.04. No Implied Waiver; Cumulative Remedies. No course of
dealing and no delay or failure of the Agent or any Lender in exercising any
right, power or privilege under this Agreement or any other Loan Document shall
affect any other or future exercise thereof or exercise of any other right,
power or privilege; nor shall any single or partial exercise of any such right,
power or privilege or any abandonment or discontinuance of steps to enforce such
a right, power or privilege preclude any further exercise thereof or of any
other right, power or privilege. The rights and remedies of the Agent and the
Lenders under this Agreement and any other Loan



                                     - 76 -
<PAGE>   83

Document are cumulative and not exclusive of any rights or remedies which either
the Agent or any Lender would otherwise have hereunder or thereunder, at law, in
equity or otherwise.

                  10.05. Notices.

                  (a) Except to the extent otherwise expressly permitted
hereunder or thereunder, all notices, requests, demands, directions and other
communications (collectively "notices") under this Agreement or any other Loan
Document shall be in writing (including telecopied communication) and shall be
sent by first-class mail, or by nationally-recognized overnight courier, or by
telecopier (with confirmation in writing mailed first-class or sent by such an
overnight courier), or by personal delivery. All notices shall be sent to the
applicable party at the address stated on the signature pages hereof or in
accordance with the last unrevoked written direction from such party to the
other parties hereto, in all cases with postage or other charges prepaid. Any
such properly given notice shall be effective on the earliest to occur of
receipt, telephone confirmation of receipt of telex or telecopy communication,
one (1) Business Day after delivery to a nationally-recognized overnight
courier, or three (3) Business Days after deposit in the mail, except Standard
Notice, which shall be effective when received by the Agent.

                  (b) Any Lender giving any notice to the Borrower shall
simultaneously send a copy thereof to the Agent, and the Agent shall promptly
notify the other Lenders of the receipt by it of any such notice.

                  (c) The Agent and each Lender may rely on any notice (whether
or not such notice is made in a manner permitted or required by this Agreement
or any Loan Document) purportedly made by or on behalf of the Borrower or any
other Loan Party, and neither the Agent nor any Lender shall have any duty to
verify the identity or authority of any Person giving such notice.

                  10.06. Expenses; Taxes; Indemnity.

                  (a) The Borrower agrees to pay or cause to be paid and to save
the Agent and each of the Lenders harmless against liability for the payment of
all reasonable out-of-pocket costs and expenses (including but not limited to
reasonable fees and expenses of counsel, including local counsel, auditors,
consulting engineers, appraisers, and all other professional, accounting,
evaluation and consulting costs to the Agent and, with respect to costs incurred
by the Agent, or any Lender pursuant to clause (iii) below, such counsel and
local counsel) incurred by the Agent, or in the case of clause (iii) below any
Lender from time to time arising from or relating to (i) the negotiation,
preparation, execution, delivery, administration and performance of this
Agreement and the other Loan Documents, (ii) any requested amendments,
modifications, supplements, waivers or consents (whether or not ultimately
entered into or granted) to this Agreement or any Loan Document, and (iii) the
enforcement or preservation of rights under this Agreement or any Loan Document
(including but not limited to any such costs or expenses arising from or
relating to (A) collection or enforcement of an outstanding Loan, Reimbursement
Obligation or any other amount owing hereunder or thereunder by the Agent or any
Lender and




                                     - 77 -
<PAGE>   84

(B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling
related in any way to this Agreement or the Loan Documents).

                  (b) The Borrower hereby agrees to pay all stamp, document,
transfer, recording, filing, registration, search, sales and excise fees and
taxes and all similar impositions now or hereafter determined by the Agent or
any Lender to be payable in connection with this Agreement or any other Loan
Document or any other documents, instruments or transactions pursuant to or in
connection herewith or therewith, and the Borrower agrees to save the Agent and
each Lender harmless from and against any and all present or future claims,
liabilities or losses with respect to or resulting from any omission to pay or
delay in paying any such fees, taxes or impositions.

                  (c) The Borrower hereby agrees to reimburse and indemnify each
of the Indemnified Parties from and against any and all losses, liabilities,
claims, damages, expenses, obligations, penalties, actions, judgments, suits,
costs or disbursements of any kind or nature whatsoever (including, without
limitation, the reasonable fees and disbursements of counsel for such
Indemnified Party in connection with any investigative, administrative or
judicial proceeding commenced or threatened, whether or not such Indemnified
Party shall be designated a party thereto) that may at any time be imposed on,
asserted against or incurred by such Indemnified Party as a result of, or
arising out of, or in any way related to or by reason of, this Agreement or any
other Loan Document, any transaction from time to time contemplated hereby or
thereby, or any transaction financed in whole or in part or directly or
indirectly with the proceeds of any Loan (and without in any way limiting the
generality of the foregoing, including any violation or breach of any
Environmental Law or any other Law by any Loan Party or any Subsidiary of any
Loan Party or any Environmental Affiliate of any of them; any Environmental
Claim arising out of the management, use, control, ownership or operation of
property by any of such Persons, including all on-site and off-site activities
involving Environmental Concern Materials; or any exercise by the either the
Agent or any Lender of any of its rights or remedies under this Agreement or any
other Loan Document); but excluding any such losses, liabilities, claims,
damages, expenses, obligations, penalties, actions, judgments, suits, costs or
disbursements resulting solely from the gross negligence or willful misconduct
of such Indemnified Party, as finally determined by a court of competent
jurisdiction. If and to the extent that the foregoing obligations of the
Borrower under this subsection (c), or any other indemnification obligation of
the Borrower hereunder or under any other Loan Document, are unenforceable for
any reason, the Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
applicable Law.

                  10.07. Severability. The provisions of this Agreement are
intended to be severable. If any provision of this Agreement shall be held
invalid or unenforceable in whole or in part in any jurisdiction such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without in any manner affecting the validity or
enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.



                                     - 78 -
<PAGE>   85

                  10.08. Prior Understandings. This Agreement and the other Loan
Documents supersede all prior and contemporaneous understandings and agreements,
whether written or oral, among the parties hereto relating to the transactions
provided for herein and therein.

                  10.09. Duration; Survival. All representations and warranties
of each Loan Party contained herein or in any other Loan Document or made in
connection herewith or therewith shall survive the making of, and shall not be
waived by the execution and delivery, of this Agreement or any other Loan
Document, any investigation by or knowledge of the Agent or any Lender, the
making of any Loan, the issuance of any Letter of Credit or any other event or
condition whatever. All covenants and agreements of each Loan Party contained
herein or in any other Loan Document shall continue in full force and effect
from and after the date hereof so long as the Borrower may borrow hereunder or
request the issuance of Letters of Credit hereunder and until payment in full of
all Obligations. Without limitation, all obligations of the Borrower hereunder
or under any other Loan Document to make payments to or indemnify the Agent or
any Lender shall survive the payment in full of all other Obligations,
termination of the Borrower's right to borrow or to request the issuance of
Letters of Credit hereunder, and all other events and conditions whatever. In
addition, all obligations of each Lender to make payment to or indemnify the
Agent shall survive the payment in full by the Borrower of all Obligations,
termination of the Borrower's rights to borrow hereunder, and all other events
or conditions whatsoever.

                  10.10. Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument.

                  10.11. Limitation on Payments. The parties hereto intend to
conform to all applicable Laws in effect from time to time limiting the maximum
rate of interest that may be charged or collected. Accordingly, notwithstanding
any other provision hereof or of any other Loan Document, the Borrower shall not
be required to make any payment to or for the account of any Lender, and any
Lender shall refund any payment made by the Borrower, to the extent that such
requirement or such failure to refund would violate or conflict with nonwaivable
provisions of applicable Laws limiting the maximum amount of interest which may
be charged or collected by such Lender.

                  10.12. Set-Off. Each Loan Party hereby agrees that, to the
fullest extent permitted by law, if an Event of Default shall occur and be
continuing, and if any Obligation of such Loan Party shall be due and payable
(by acceleration or otherwise), each Lender shall have the right, without notice
to such Loan Party, to set-off against and to appropriate and apply to such
Obligation any indebtedness, liability or obligation of any nature owing to such
Loan Party by such Lender, including but not limited to all deposits (whether
time or demand, general or special, provisionally credited or finally credited,
whether or not evidenced by a certificate of deposit) now or hereafter
maintained by such Loan Party with such Lender. If an Event of Default shall
occur and be continuing, such right shall be absolute and unconditional in all
circumstances and, without limitation, shall exist whether or not such Lender or
any other Person



                                     - 79 -
<PAGE>   86

shall have given notice or made any demand to the such Loan Party or any other
Person, whether such indebtedness, obligation or liability owed to such Loan
Party is contingent, absolute, matured or unmatured (it being agreed that such
Lender may deem such indebtedness, obligation or liability to be then due and
payable at the time of such setoff), and regardless of the existence or adequacy
of any collateral, guaranty or any other security, right or remedy available to
any Lender or any other Person. Each Loan Party hereby agrees that, to the
fullest extent permitted by law, any Participant and any branch, subsidiary or
affiliate of any Lender or any Participant shall have the same rights of set-off
as a Lender as provided in this Section (regardless of whether such Participant,
branch, subsidiary or affiliate would otherwise be deemed in privity with or a
direct creditor of such Loan Party). The rights provided by this Section are in
addition to all other rights of set-off and banker's lien and all other rights
and remedies which any Lender (or any such Participant, branch, subsidiary or
affiliate) may otherwise have under this Agreement, any other Loan Document, at
law or in equity, or otherwise, and nothing in this Agreement or any Loan
Document shall be deemed a waiver or prohibition of or restriction on the rights
of set-off or bankers' lien of any such Person.

                  10.13. Sharing of Collections. The Lenders hereby agree among
themselves that if any Lender shall receive (by voluntary payment, realization
upon security, set-off or from any other source) any amount on account of the
Loans, interest thereon, or any other Obligation contemplated by this Agreement
or the other Loan Documents to be made by the Borrower Pro Rata to all Lenders
in greater proportion than any such amount received by any other Lender, then
the Lender receiving such proportionately greater payment shall notify each
other Lender and the Agent of such receipt, and equitable adjustment will be
made in the manner stated in this Section so that, in effect, all such excess
amounts will be shared Pro Rata among all of the Lenders. The Lender receiving
such excess amount shall purchase (which it shall be deemed to have done
simultaneously upon the receipt of such excess amount) for cash from the other
Lenders a participation in the applicable Obligations owed to such other Lenders
in such amount as shall result in a Pro Rata sharing by all Lenders of such
excess amount (and to such extent the receiving Lender shall be a Participant).
If all or any portion of such excess amount is thereafter recovered from the
Lender making such purchase, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, together with interest or other
amounts, if any, required by Law to be paid by the Lender making such purchase.
The Borrower hereby consents to and confirms the foregoing arrangements. Each
Participant shall be bound by this Section as fully as if it were a Lender
hereunder.

                  10.14. Successors and Assigns; Participations; Assignments.

                  (a) Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Loan Parties, the Lenders, all future
holders of the Notes, the Agent and their respective successors and assigns,
except that any Loan Party may not assign or transfer any of its rights
hereunder or interests herein without the prior written consent of all the
Lenders and the Agent (which consent shall not be unreasonably withheld or
delayed) and any purported assignment without such consent shall be void.



                                     - 80 -
<PAGE>   87

                  (b) Participations. Any Lender may, in the ordinary course of
its commercial banking business and in accordance with applicable Law, at any
time sell participations to one or more commercial banks or other Persons (each
a "Participant") in all or a portion of its rights and obligations under this
Agreement and the other Loan Documents (including, without limitation, all or a
portion of the Revolving Credit Commitments and the Loans owing to it and any
Note held by it); provided, that

                  (i) any such Lender's obligations under this Agreement and the
         other Loan Documents shall remain unchanged,

                  (ii) such Lender shall remain solely responsible to the other
         parties hereto for the performance of such obligations,

                  (iii) the parties hereto shall continue to deal solely and
         directly with such Lender in connection with such Lender's rights and
         obligations under this Agreement and each of the other Loan Documents,

                  (iv) such Participant shall be bound by the provisions of
         Section 10.13 hereof, and the Lender selling such participation shall
         obtain from such Participant a written confirmation of its agreement to
         be so bound,

                  (v) no Participant (unless such Participant is an affiliate of
         such Lender, or is itself a Lender) shall be entitled to require such
         Lender to take or refrain from taking action under this Agreement or
         under any other Loan Document, except that such Lender may agree with
         such Participant that such Lender will not, without such Participant's
         consent, take action of the type described in subsections (a), (b),
         (c), (d), (e) or (f) of Section 10.03 hereof; notwithstanding the
         foregoing, in no event shall any participation by any Lender have the
         effect of releasing such Lenders from its obligations hereunder, and

                  (vi) no Participant shall be an Affiliate of any Loan Party
         or, in the reasonable judgment of the Agent and the Borrower, of a
         competitor of a Loan Party.

Each Loan Party agrees that any such Participant shall be entitled to the
benefits of Sections 2.10 and 10.06 hereof with respect to its participation in
the Revolving Credit Commitment and the Loans outstanding from time to time;
provided, that no such Participant shall be entitled to receive any greater
amount pursuant to such Sections than the transfer Lender would have been
entitled to receive in respect of the amount of the participation transferred to
such Participant had no such transfer occurred.

                  (c) Assignments. Any Lender may, in the ordinary course of its
commercial banking business and in accordance with applicable Law, at any time
assign all or a portion of its rights and obligations under this Agreement and
the other Loan Documents (including, without limitation, all or any portion of
its Revolving Credit Commitments and Loans owing to it and




                                     - 81 -
<PAGE>   88

any Note held by it) to any Lender, any affiliate of a Lender or to one or more
additional commercial banks or other Persons (each a "Purchasing Lender");
provided, that

                  (i) any such assignment to a Purchasing Lender which is not a
         Lender or a Federal Reserve Bank shall be made only with the consent of
         the Borrower, and the Agent, which consent shall not be unreasonably
         withheld or delayed,

                  (ii) if a Lender makes such an assignment of less than all of
         its then remaining rights and obligations under this Agreement and the
         other Loan Documents, such transferor Lender shall retain, after such
         assignment, a minimum principal amount of $5,000,000 of the Revolving
         Credit Commitments and Revolving Credit Extensions of Credit then
         outstanding, and such assignment shall be in a minimum aggregate
         principal amount of $5,000,000 of the Revolving Credit Commitments and
         Revolving Credit Extensions of Credit then outstanding,

                  (iii) each such assignment shall be of a constant, and not a
         varying, percentage of each Revolving Credit Commitment of the
         transferor Lender and of all of the transferor Lender's rights and
         obligations under this Agreement and the other Loan Documents, and

                  (iv) each such assignment shall be made pursuant to a Transfer
         Supplement in substantially the form of Exhibit I to this Agreement,
         duly completed (a "Transfer Supplement").

In order to effect any such assignment, the transferor Lender and the Purchasing
Lender shall execute and deliver to the Agent a duly completed Transfer
Supplement (including the consents required by clause (i) of the preceding
sentence) with respect to such assignment, together with any Note or Notes
subject to such assignment (the "Transferor Lender Notes") and a processing and
recording fee of $3,500; and, upon receipt thereof, the Agent shall accept such
Transfer Supplement. Upon receipt of the Purchase Price Receipt Notice pursuant
to such Transfer Supplement, the Agent shall record such acceptance in the
Register. Upon such execution, delivery, acceptance and recording, from and
after the Transfer Effective Date specified in such Transfer Supplement

                  (x) the Purchasing Lender shall be a party hereto and, to the
         extent provided in such Transfer Supplement, shall have the rights and
         obligations of a Lender hereunder, and

                  (y) the transferor Lender thereunder shall be released from
         its obligations under this Agreement to the extent so transferred (and,
         in the case of an Transfer Supplement covering all or the remaining
         portion of a transferor Lender's rights and obligations under this
         Agreement, such transferor Lender shall cease to be a party to this
         Agreement) from and after the Transfer Effective Date.



                                     - 82 -
<PAGE>   89

On or prior to the Transfer Effective Date specified in an Transfer Supplement,
the Borrower, at its expense, shall execute and deliver to the Agent (for
delivery to the Purchasing Lender) new Notes evidencing such Purchasing Lender's
assigned Revolving Credit Commitments or Loans and (for delivery to the
transferor Lender) replacement Notes in the principal amount of the Loans or
Revolving Credit Commitments retained by the transferor Lender (such Notes to be
in exchange for, but not in payment of, those Notes then held by such transferor
Lender). Each such Note shall be dated the date and be substantially in the form
of the predecessor Note. The Agent shall mark the predecessor Notes "exchanged"
and deliver them to the applicable Borrower. Accrued interest and accrued fees
shall be paid to the Purchasing Lender at the same time or times provided in the
predecessor Notes and this Agreement.

                  (d) Designation. (i) Notwithstanding anything to the contrary
contained herein, any Lender (a "Designating Lender") may grant to one or more
special purpose funding vehicles (each, an "SPV"), identified as such in writing
from time to time by the Designated Lender to the Agent and the Borrower, the
option to provide to the Borrower all or any part of any Loan that such
Designating Lender would otherwise be obligated to make to the Borrower pursuant
to this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise
such option or otherwise fails to provide all or any part of such Loan, the
Designating Lender shall be obligated to make such Loan pursuant to the terms
hereof and (iii) the Designating Lender shall remain liable for any indemnity or
other payment obligation with respect to its Commitment hereunder. The making of
a Loan by an SPV hereunder shall utilize the Commitment of the Designating
Lender to the same extent, and as if, such Loan were made by such Designating
Lender.

                  (ii) As to any Loans or portion thereof made by it, each SPV
shall have all the rights that a Lender making such Loans or portion thereof
would have had under this Agreement; provided, however, that each SPV shall have
granted to its Designating Lender an irrevocable power of attorney, to deliver
and receive all communications and notices under this Agreement (and any Loan
Documents) and to exercise on such SPV's behalf, all of such SPV's voting rights
under this Agreement. No additional Note shall be required to evidence the Loans
or portion thereof made by an SPV; and the related Designating Lender 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 Designating Lender as agent for such SPV.
Notwithstanding any term or condition hereof, no SPV, unless it shall have
become a Lender hereunder in accordance with the terms of Section 10.14(c),
shall be a party hereto or have any right to vote or give or withhold its
consent under this Agreement.

                  (iii) Each party hereto hereby agrees that no SPV shall be
liable for any indemnity or payment under this Agreement for which a Lender
would otherwise be liable. In furtherance of the foregoing, each party hereto
hereby agrees (which agreements shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the later of (a)
payment in full of all outstanding commercial paper or other senior indebtedness
of any SPV, (b) the payment in full of all Loans and Letter of Credit
Reimbursement Obligations, and (c) the termination of all Commitments and the
expiration or termination of all Letters of Credit, it will not institute
against, or join any other person in instituting against, such SPV any



                                     - 83 -
<PAGE>   90

bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof.

                  (iv) In addition, notwithstanding anything to the contrary
contained in this Section 10.14(d) or otherwise in this Agreement (other than
the proviso set forth directly below in the Section 10.14(d)(iv), any SPV may
(i) with notice to, but without the prior written consent of the Borrower or the
Agent, at any time and without paying any processing fee therefor, assign or
participate all or a portion of its interest in any Loans to the Designating
Lender or to any financial institutions 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 its Loans to any rating agency, commercial paper dealer or provider
of any surety, guarantee or credit or liquidity enhancements to such SPV;
provided, however, that in no event may any non-public financial information
provided by the Borrower or any other Loan Party under Section 6.01 be provided
by any SPV to any other Person. In no event shall the Borrower be obligated to
pay to any SPV that has made a Loan any greater amount than the Borrower would
have been obligated to pay under this Agreement if the Designating Lender had
made such Loan. This Section 10.14(d) may not be amended without the written
consent of any Designating Lender affected thereby.

                  (e) Register. The Agent shall maintain at its office a copy of
each Transfer Supplement delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Lenders and the Revolving Credit
Commitment of, and principal amount of the Loans owing to, each Lender from time
to time. The entries in the Register shall be conclusive absent manifest error
and the Borrower, the Agent and the Lenders may treat each person whose name is
recorded in the Register as a Lender hereunder for all purposes of the
Agreement. The Register shall be available for inspection by the Borrowers or
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

                  (f) Financial and Other Information. Each Loan Party
authorizes the Agent and each Lender to disclose to any Participant and any
prospective transferee any and all financial and other information in such
Person's possession concerning any Loan Party and their respective Subsidiaries
and affiliates which has been or may be delivered to such Person by or on behalf
of any Loan Party in connection with this Agreement or any other Loan Document
or such Person's credit evaluation of any Loan Party and their respective
Subsidiaries and affiliates; provided, however, that each prospective
Participant and each prospective assignee or transferee of any interest in the
Loan Documents shall be required to agree to the confidentiality provisions of
this Agreement as contained in Section 10.17 hereto, prior to any such
disclosure.

                  10.15. Governing Law; Submission to Jurisdiction: Waiver of
Jury Trial; Limitation of Liability.

                  (a) Governing Law. THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS
(EXCEPT TO THE EXTENT, IF ANY, OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN
DOCUMENTS) SHALL BE GOVERNED BY, CONSTRUED AND



                                     - 84 -
<PAGE>   91

ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA,
WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES.

                  (b) Certain Waivers. EACH LOAN PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY:

                  (i) AGREES THAT ANY ACTION, SUIT OR PROCEEDING BY ANY PERSON
         ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
         OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION, OR EVENT OCCURRING
         IN CONNECTION HEREWITH OR THEREWITH (COLLECTIVELY, "RELATED
         LITIGATION") MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
         JURISDICTION SITTING IN ALLEGHENY COUNTY, PENNSYLVANIA, SUBMITS TO THE
         JURISDICTION OF SUCH COURTS, AND TO THE FULLEST EXTENT PERMITTED BY LAW
         AGREES THAT IT WILL NOT BRING ANY RELATED LITIGATION IN ANY OTHER FORUM
         (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE LENDER TO BRING ANY
         ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM);

                  (ii) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE
         LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT,
         WAIVES ANY CLAIM THAT ANY SUCH RELATED LITIGATION HAS BEEN BROUGHT IN
         AN INCONVENIENT FORUM, AND WAIVES ANY RIGHT TO OBJECT, WITH RESPECT TO
         ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, THAT SUCH COURT DOES
         NOT HAVE JURISDICTION OVER SUCH PERSON;

                  (iii) CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT
         OR OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR
         CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE LOAN PARTY AT THE ADDRESS
         FOR NOTICES DESCRIBED IN SECTION 10.05 HEREOF, AND CONSENTS AND AGREES
         THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE
         SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS
         OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW); AND

                  (iv) WAIVES THE RIGHT TO TRIAL BY JURY IN ANY RELATED
         LITIGATION.

                  (c) Limitation of Liability. TO THE FULLEST EXTENT PERMITTED
BY LAW, NO CLAIM MAY BE MADE BY A LOAN PARTY AGAINST THE AGENT, ANY ISSUING BANK
OR ANY LENDER OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, ATTORNEY OR AGENT
OF THE AGENT, ISSUING BANK OR LENDER FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM ARISING FROM OR
RELATING TO THIS



                                     - 85 -
<PAGE>   92

AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT,
OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH OR THEREWITH (WHETHER FOR
BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY). EACH LOAN PARTY
HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR ANY SUCH
DAMAGES, WHETHER SUCH CLAIM PRESENTLY EXISTS OR ARISES HEREAFTER AND WHETHER OR
NOT SUCH CLAIM IS KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

                  10.16. Termination of Existing Revolving Credit Facilities.
Upon the execution and delivery of this Agreement by each of the parties hereto
and the satisfaction of each of the other conditions set forth in Section 5.01
hereof, the Existing Revolving Credit Facilities and the Security Documents (as
defined therein) and the obligations of Mellon, as lender thereunder to make
Revolving Credit Extensions of Credit thereunder shall be, and hereby are,
terminated and Mellon shall cause any Liens securing the Obligations thereunder
to be terminated or released. Notwithstanding the foregoing, to the extent that
any Revolving Credit Extensions of Credit or any other Obligations remain
outstanding under any of the Existing Revolving Credit Facilities (including
without limitation Letters of Credit), the Loan Parties hereby acknowledge and
agree that such Revolving Credit Extensions of Credit and other Obligations
shall constitute Obligations of the Loan Parties hereunder and not under any of
the Existing Revolving Credit Facilities.

                  10.17. Confidentiality. Each party hereto agrees to keep
confidential any information concerning the business and financial activities of
the other party hereto obtained in connection with this Agreement except
information which (a) is lawfully in the public domain, (b) is obtained from a
third party who is not bound by an obligation of confidentiality with respect to
such information, (c) is required to be disclosed to any Governmental Authority
having jurisdiction over such person but only to the extent of such requirement,
or (d) is disclosed by the Agent or any Lender in accordance with Section 10.14
hereof.





                    [SIGNATURE PAGES BEGIN ON FOLLOWING PAGE]



                                     - 86 -
<PAGE>   93





                    SIGNATURE PAGE 1 OF 8 TO CREDIT AGREEMENT

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


                                  BORROWER:

                                  BLACK BOX CORPORATION OF
                                  PENNSYLVANIA

                                  By: _____________________________________

                                  Title: __________________________________

                                  Address for Notices:
                                  1000 Park Drive
                                  Pittsburgh, PA 15241
                                  Attn:  Anna M. Baird
                                  Telephone:  412/873-6750
                                  Telecopier:  412/873-6784

                                  GUARANTORS:

                                  BLACK BOX CORPORATION and each of the
                                  DOMESTIC SUBSIDIARIES listed on Annex C
                                  attached hereto and made a part hereof

                                  By: _____________________________________

                                  Title: __________________________________
                                         of Black Box Corporation and of each of
                                         the Domestic Subsidiaries listed on
                                         Annex C hereto

                                  Address for Notices:
                                  1000 Park Drive
                                  Pittsburgh, PA 15241
                                  Attn:  Anna M. Baird
                                  Telephone:  412/873-6750
                                  Telecopier:  412/873-6784




<PAGE>   94



                    SIGNATURE PAGE 2 OF 8 TO CREDIT AGREEMENT

                                  AGENT:

                                  MELLON BANK, N.A.

                                  By: _____________________________________

                                  Title: __________________________________

                                  Address for Notices:
                                  230 Two Mellon Bank Center
                                  Pittsburgh, PA  15259
                                  Attn:  Mark T. Latterner
                                  Telephone:  412/236-1226
                                  Telecopier:  412/234-9010


                                  BANKS:

                                  MELLON BANK, N.A.

                                  By: _____________________________________

                                  Title: __________________________________

                                  Address for Notices:
                                  230 Two Mellon Bank Center
                                  Pittsburgh, PA  15259
                                  Attn:  Mark T. Latterner
                                  Telephone:  412/236-1226
                                  Telecopier:  412/234-9010



<PAGE>   95



                    SIGNATURE PAGE 3 OF 8 TO CREDIT AGREEMENT

                                  FIRST UNION NATIONAL BANK

                                  By: _____________________________________

                                  Title: __________________________________

                                  Address for Notices:

                                  100 North Queen Street
                                  PA 6915
                                  Lancaster, PA  17603
                                  Attn:   Bobbi Meshey, Sales Assistant
                                  Telephone:  (717) 291-3765
                                  Telecopier:  (717) 291-3580



<PAGE>   96



SIGNATURE PAGE 4 OF 8 TO CREDIT AGREEMENT

                                  FLEET NATIONAL BANK

                                  By: _____________________________________

                                  Title: __________________________________

                                  Address for Notices:

                                  69 State Street
                                  Albany, NY  12207
                                  Attn:  Esther M. Farrell
                                  Telephone:  (518) 447-3752
                                  Telecopier:  (518) 447-2343



<PAGE>   97



                    SIGNATURE PAGE 5 OF 8 TO CREDIT AGREEMENT

                                  NATIONAL CITY BANK OF PENNSYLVANIA

                                  By: _____________________________________

                                  Title: __________________________________

                                  Address for Notices:

                                  20 Stanwix Street
                                  Pittsburgh, PA  15222-4802
                                  Attn:  Nancy L. Karlo
                                  Telephone:  (412) 644-8120
                                  Telecopier:  (412) 471-4883



<PAGE>   98



                    SIGNATURE PAGE 6 OF 8 TO CREDIT AGREEMENT

                                  COMERICA BANK

                                  By: _____________________________________

                                  Title: __________________________________

                                  Address for Notices:
                                  500 Woodward Avenue, 9th Floor, MC 3280
                                  Detroit, MI  48275-3280
                                  Attn:  Diana Pascoe, Customer Assistant
                                  Telephone: (313) 222-3678
                                  Telecopier: (313) 222-3330



<PAGE>   99



                    SIGNATURE PAGE 7 OF 8 TO CREDIT AGREEMENT

                                  FIRSTAR BANK, N.A.

                                  By: _____________________________________

                                  Title: __________________________________

                                  Address for Notices:

                                  1350 Euclid Avenue, 8th Floor
                                  Cleveland, OH  44115
                                  Attn:  Patti Gumbert
                                  Telephone:  (920) 426-7913
                                  Telecopier:  (920) 426-7655



<PAGE>   100




                    SIGNATURE PAGE 8 OF 8 TO CREDIT AGREEMENT

                                  KEYBANK NATIONAL ASSOCIATION

                                  By: _____________________________________

                                  Title: __________________________________

                                  Address for Notices:

                                  127 Public Square
                                  6th Floor - Large Corp.
                                  Cleveland, OH  44114
                                  Attn:  Elise D. Jackson
                                  Telephone:  (216) 689-0206
                                  Telecopier:  (216) 689-4981



<PAGE>   101






                           ANNEX A To Credit Agreement

                                  PRICING GRID

<TABLE>
<CAPTION>
----------------------------- --------------------------------------------------- --------------------------------------

      Applicable Tier                         Applicable Margin                            Commitment Fee Rate
============================= =================================================== ======================================

                              Euro-Rate Option               Base Rate Option
============================= =================================================== ======================================

<S>                           <C>                            <C>                           <C>
Tier I                                .7500%                      0.00%                          .2500%
----------------------------- --------------------------------------------------- --------------------------------------

Tier II                               1.000%                      0.00%                          .2500%
----------------------------- --------------------------------------------------- --------------------------------------

Tier III                              1.250%                      0.25%                          .2500%
----------------------------- --------------------------------------------------- --------------------------------------

Tier IV                               1.500%                      0.50%                          .3750%
----------------------------- --------------------------------------------------- --------------------------------------

Tier V                                1.750%                      0.75%                          .3750%
----------------------------- --------------------------------------------------- --------------------------------------
</TABLE>


                  As used in this Agreement, the term "Applicable Tier" means,
on any date, whichever of Tier I, Tier II, Tier III, Tier IV or Tier V applies
on such date. Subject to the other provisions of this definition, on the Closing
Date through September 30, 2000 the Applicable Tier shall be no lower than Tier
II. Thereafter, subject to the other provisions of this definition, (a)
following the end of each fiscal quarter of the Parent, the Loan Parties shall
prepare and deliver to the Agent in accordance with Section 6.01(d) a Quarterly
Compliance Certificate, duly completed and signed by a Responsible Officer,
computing which of the financial tests in the table set forth below the Loan
Parties satisfy as of the last day of such fiscal quarter and (b) the Applicable
Tier corresponding to such financial test shall take effect on the first day of
the month following the month in which the Agent receives such Quarterly
Compliance Certificate, and such Applicable Tier shall continue in effect until
reset in accordance with this definition. If a Quarterly Compliance Certificate
is not received by the Agent by the last day of the month in which it is
required to be delivered under Section 6.01(d), then, without limiting any other
rights and remedies of the Agent or any Lender, the Applicable Tier shall be
deemed to be Tier V for each day from and including the first day of the month
in which such Quarterly Compliance Certificate was required to be delivered to
and including the fifth day after the date on which such Quarterly Compliance
Certificate is received by the Agent. Notwithstanding anything to the contrary
in this definition, the Applicable Tier shall be deemed to be Tier V in each day
on which an Event of Default has occurred and is continuing.


<PAGE>   102




                  For purposes of the foregoing, the "Applicable Tier" shall be
determined by using the following chart:


<TABLE>
<CAPTION>
------------------------------------------------------------- ----------------------------------------------------------

                      Applicable Tier                                        Consolidated Leverage Ratio
============================================================= ==========================================================

<S>                                                           <C>
Tier 1                                                        Less than or equal to 0.75 to 1
------------------------------------------------------------- ----------------------------------------------------------

Tier II                                                       Less than or equal to 1.25 and greater than 0.75 to
------------------------------------------------------------- ----------------------------------------------------------

Tier III                                                      Less than or equal to 1.75 and greater than 1.25 to 1
------------------------------------------------------------- ----------------------------------------------------------

Tier IV                                                       Less than or equal to 2.25 and greater than 1.75 to 1
------------------------------------------------------------- ----------------------------------------------------------

Tier V                                                        Greater than 2.25
------------------------------------------------------------- ----------------------------------------------------------
</TABLE>


                                [END OF ANNEX A]


<PAGE>   103



                           ANNEX B To Credit Agreement

                               COMMITMENT SCHEDULE

---------------------------------------- -----------------------------------
BANK                                                 COMMITMENT
---------------------------------------- -----------------------------------
Mellon Bank, N.A.                                  $24,666,666.67
---------------------------------------- -----------------------------------
First Union National Bank                          $20,000,000.00
---------------------------------------- -----------------------------------
Fleet National Bank                                $20,000,000.00
---------------------------------------- -----------------------------------
National City Bank of Pennsylvania                 $20,000,000.00
---------------------------------------- -----------------------------------
Comerica Bank                                      $15,333,333.33
---------------------------------------- -----------------------------------
Firstar Bank, N.A.                                 $10,000,000.00
---------------------------------------- -----------------------------------
KeyBank National Association                       $10,000,000.00
---------------------------------------- -----------------------------------

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

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



<PAGE>   104






                           ANNEX C to Credit Agreement

                              DOMESTIC SUBSIDIARIES