<PAGE>   1


                                                                   Exhibit 10.11

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                                CREDIT AGREEMENT


                          dated as of January 4, 2000


                                     among


                     BLACK BOX CORPORATION OF PENNSYLVANIA,


                             BLACK BOX CORPORATION


                                      and


                               MELLON BANK, N.A.



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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....................................................................................1

         1.03     Accounting Principles...........................................................................2


ARTICLE II     REVOLVING CREDIT...................................................................................3

         2.01     Revolving Credit Loans..........................................................................3

         2.02     Making of Revolving Credit Loans................................................................3

         2.03     Interest Rate...................................................................................4

         2.04     Prepayments Generally...........................................................................4

         2.05     Optional Prepayments............................................................................4

         2.06     Interest Payment Dates..........................................................................4

         2.07     Payments Generally; Interest on Overdue Amounts.................................................4

         2.08     Additional Compensation in Certain Circumstances................................................5

         2.09     Taxes...........................................................................................6


ARTICLE III     GUARANTY AND SURETYSHIP...........................................................................6

         3.01     Guaranty and Suretyship.........................................................................6

         3.02     Obligations Absolute............................................................................7

         3.03     Waivers, etc....................................................................................8

         3.04     Reinstatement...................................................................................9

         3.05     No Stay.........................................................................................9

         3.06     Payments........................................................................................9

         3.07     Subrogation, etc...............................................................................10

         3.08     Continuing Guaranty............................................................................10

         3.09     Subordination..................................................................................10


ARTICLE IV     REPRESENTATIONS AND WARRANTIES....................................................................10

         4.01     Corporate Status...............................................................................10

         4.02     Corporate Power and Authorization..............................................................11
</TABLE>


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<TABLE>
<S>               <C>                                                                                           <C>
         4.03     Execution and Binding Effect...................................................................11

         4.04     Governmental Approvals and Filings.............................................................11

         4.05     Absence of Conflicts...........................................................................11

         4.06     Audited Financial Statements...................................................................12

         4.07     Absence of Undisclosed Liabilities.............................................................12

         4.08     Absence of Material Adverse Changes............................................................12

         4.09     Accurate and Complete Disclosure...............................................................12

         4.10     Margin Regulations.............................................................................13

         4.11     Subsidiaries...................................................................................13

         4.12     Partnerships, etc..............................................................................13

         4.13     Ownership and Control..........................................................................13

         4.14     Litigation.....................................................................................14

         4.15     Absence of Events of Default...................................................................14

         4.16     Absence of Other Conflicts.....................................................................14

         4.17     Insurance......................................................................................14

         4.18     Title to Property..............................................................................14

         4.19     Intellectual Property..........................................................................14

         4.20     Taxes..........................................................................................14

         4.21     Employee Benefits..............................................................................15

         4.22     Environmental Matters..........................................................................15

         4.23     Solvency.......................................................................................16

         4.24     Regulatory Status..............................................................................16

         4.25     Permits and Other Operating Rights.............................................................16

         4.26     Year 2000 Compliance...........................................................................16


ARTICLE V     CONDITIONS OF LENDING..............................................................................17

         5.01     Conditions to Initial Revolving Credit Loans...................................................17

         5.02     Conditions to All Revolving Credit Loans.......................................................18


ARTICLE VI     AFFIRMATIVE COVENANTS.............................................................................19

         6.01     Notice of Events of Default or Potential Default...............................................19

         6.02     Use of Proceeds................................................................................19
</TABLE>


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<TABLE>
<S>               <C>                                                                                           <C>
ARTICLE VII     DEFAULTS.........................................................................................19

         7.01     Events of Default..............................................................................19

         7.02     Consequences of an Event of Default............................................................21


ARTICLE VIII     MISCELLANEOUS...................................................................................22

         8.01     Holidays.......................................................................................22

         8.02     Records........................................................................................22

         8.03     Amendments and Waivers.........................................................................22

         8.04     No Implied Waiver; Cumulative Remedies.........................................................22

         8.05     Notices........................................................................................22

         8.06     Expenses; Taxes; Indemnity.....................................................................23

         8.07     Severability...................................................................................24

         8.08     Prior Understandings...........................................................................24

         8.09     Duration; Survival.............................................................................24

         8.10     Counterparts...................................................................................24

         8.11     Limitation on Payments.........................................................................25

         8.12     Set-Off........................................................................................25

         8.13     Successors and Assigns; Participations.........................................................25

         8.14     Governing Law; Submission to Jurisdiction:  Waiver of Jury Trial; Limitation of Liability......26

         8.15     Confidentiality................................................................................28
</TABLE>



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<PAGE>   5


         Exhibit A - Form of Revolving Credit Note

         Schedule 4.01 - Jurisdictions of Incorporation
         Schedule 4.11 - Capitalization of Subsidiaries
         Schedule 4.13 - Capitalization of Borrower and Guarantor
         Schedule 4.14 - Litigation
         Schedule 4.21 - Plans and Multiemployer Plans


         Annex A - Definitions





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                  THIS CREDIT AGREEMENT (this "Agreement"), dated as of January
4, 2000, by and among BLACK BOX CORPORATION OF PENNSYLVANIA, a Delaware
corporation (the "Borrower"), BLACK BOX CORPORATION, a Delaware corporation (the
"Guarantor"), and MELLON BANK, N.A., a national banking association (the
"Lender").

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

                  WHEREAS, the Borrower has requested the Lender to provide a
revolving credit facility to provide funds for general corporate purposes of the
Borrower; and

                  WHEREAS, the Lender has 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, the words and terms used herein shall
have the meanings given such words and terms in Annex A, unless the context
hereof otherwise clearly requires.

                  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
Lender include good faith estimates by the Lender (in the case of quantitative
determinations) and good faith beliefs by the 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.





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<PAGE>   7


                  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 Lender agrees 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
         Lender of the application of this Section 1.03(c);

                  (ii) The Borrower and the Lender agree in such event to
         negotiate in good faith an amendment of this Agreement which shall
         approximate to the extent possible the economic effect of the original
         financial covenants after taking into account such change in GAAP; and

                  (iii) If the Borrower and the Lender 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 (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
         Lender, which shall complete its draft of such amendment within ninety
         (90) days of submission; if the Borrower and the Lender 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. The 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) All expenses of compliance with this Section 1.03 shall be
paid for by the Borrower.




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<PAGE>   8


                                   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,
the Lender agrees (such agreement being herein called the "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. The Lender shall have no obligation to make
any Revolving Credit Loan to the extent that the sum of the aggregate principal
amount of the Revolving Credit Loans at any time outstanding would exceed the
Revolving Credit Committed Amount at such time.

                  (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
the Lender and to pay interest thereon shall be evidenced in part by a
promissory note of the Borrower, dated the Closing Date, in substantially the
form attached hereto as Exhibit A, with the blanks appropriately filled, payable
to the order of the Lender in a face amount equal to the 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 Loans at any time
outstanding is in excess of the Revolving Credit Committed Amount at such time
(whether as a result of the reduction of the Revolving Credit Committed Amount
or otherwise), a portion of the Revolving Credit Loans in an amount equal to
such excess shall be immediately due and payable.

                  2.02. Making of Loans. Whenever the Borrower desires that the
Lender make a Loan, the Borrower shall provide Standard Notice to the Lender
setting forth the following information:

                  (a) The date, which shall be a Business Day, on which such
proposed Loan is to be made; and

                  (b) The principal amount of such proposed Loan, which shall be
an integral multiple of $100,000 not less than $100,000.

Unless any applicable condition specified in Article V hereof has not been
satisfied, on the date specified in such Standard Notice, the Lender shall make
the proceeds of the Loan available to the Borrower in funds immediately
available at the Lender's Office.



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<PAGE>   9


                  2.03. Interest Rate. The unpaid principal amount of the Loans
shall bear interest for each day until due at a rate per annum (computed on the
basis of a year of 360 days and actual days elapsed) for each day equal to the
Prime Rate for such day.

                  2.04. Prepayments Generally. Whenever the Borrower desires or
is required to prepay any part of the Loans, it shall provide Standard Notice to
the Lender setting forth the following information: (a) the date, which shall be
a Business Day, on which the proposed prepayment is to be made; and (b) the
total principal amount of such prepayment. Standard Notice having been so
provided, on the date specified in such Standard Notice, the principal amount
specified in such notice, together with interest on such principal amount to
such date, shall be due and payable.

                  2.05. Optional Prepayments. The Borrower shall have the right
at its option at any time and from time to time to prepay the Loans in whole or
part without premium or penalty. Any such prepayment shall be made in accordance
with Section 2.04 hereof.

                  2.06. Interest Payment Dates. Interest shall be due and
payable on the first (1st) Business Day of each calendar month. After maturity
(by acceleration or otherwise), interest shall be due and payable on demand.

                  2.07. Payments Generally; Interest on Overdue Amounts.

                  (a) 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 Lender at its Office in Dollars in
funds immediately available at such Office. Any payment or prepayment received
by the Lender after 12:00 o'clock Noon, Pittsburgh time, on any day shall be
deemed to have been received on the next succeeding Business Day.

                  (b) Interest on Overdue Amounts. To the extent permitted by
law, after there shall have become due (by acceleration or otherwise) 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 until paid (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 two percent (2%) above the then-current
Prime Rate.

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.



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<PAGE>   10


                  2.08. Additional Compensation in Certain Circumstances. If any
Law or guideline or interpretation or application thereof by any Governmental
Authority charged with the interpretation or 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:

                  (a) subjects the Lender to any tax or changes the basis of
taxation with respect to this Agreement, the Revolving Credit Note or the
Revolving Credit Loans or payments by the Borrower of principal, interest,
commitment fee or other amounts due from the Borrower hereunder or under the
Revolving Credit Note (except, in each case, for taxes on the overall net income
or overall gross receipts of the Lender imposed by the jurisdictions (federal,
state and local) in which the Lender's principal office is located),

                  (b) 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, the Lender,

                  (c) imposes, modifies or deems applicable any capital adequacy
or similar requirement (i) against assets (funded or contingent) of, or credits
or commitments to extend credit extended by, the Lender, or (ii) otherwise
applicable to the obligations of the Lender under this Agreement, or

                  (d) imposes upon the Lender any other condition or expense
with respect to this Agreement or the Revolving Credit Note or its making,
maintenance or funding of any Revolving Credit Loan, 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 the
or, in the case of clause (c) hereof, any Person controlling the Lender, with
respect to this Agreement or the Revolving Credit Note or the making,
maintenance or funding of any Revolving Credit Loan (or, in the case of any
capital adequacy or similar requirement, to have the effect of reducing the rate
of return on the Lender's or controlling Person's capital, taking into
consideration the Lender's or controlling Person's policies with respect to
capital adequacy) by an amount which the Lender deems to be material, the Lender
may from time to time notify the Borrower of the amount determined in good faith
(using any averaging and attribution methods) by the Lender (which determination
shall be conclusive) to be necessary to compensate the Lender for such increase,
reduction or imposition. Such amount shall be due and payable by the Borrower to
the Lender five (5) Business Days after such notice is given, together with an
amount equal to interest on such amount from the date two (2) Business Days
after the date demanded until such due date at the Prime Rate. A certificate by
the Lender as to the amount due and payable under this Section 2.08 from time to
time and the method of calculating such amount shall be conclusive. The 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
2.08; provided, however, that any failure of the Lender to give any such notice
shall have no effect on the Borrower's obligations hereunder.



                                      -5-
<PAGE>   11


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

                  (ii) income or franchise taxes imposed by any jurisdiction in
         which the 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 Lender under this Agreement
or any other Loan Document, the Borrower shall pay the relevant amount of such
Taxes and the amounts so payable to the Lender shall be increased to the extent
necessary to yield to the 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 Lender a certified copy of an original official receipt received by the
Borrower showing payment thereof.

                  (b) Indemnity. The Borrower hereby indemnifies the Lender 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 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
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 the Lender makes written demand therefor.


                                  ARTICLE III
                            GUARANTY AND SURETYSHIP

                  3.01. Guaranty and Suretyship. The Guarantor hereby
absolutely, unconditionally and irrevocably guarantees and becomes surety for
the full and punctual payment and performance of the Guaranteed Obligations as
and when such payment or



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performance shall become due (at scheduled maturity, by acceleration or
otherwise) in accordance with the terms of the Loan Documents. The obligations
of the Guarantor hereunder constitute an agreement of suretyship as well as of
guaranty, are a guarantee of payment and performance and not merely of
collectability, and are in no way conditioned upon any attempt to collect from
or proceed against the Borrower or any other Person or any other event or
circumstance. The obligations of the Guarantor hereunder are direct and primary
obligations of the Guarantor and are independent of the Guaranteed Obligations,
and a separate action or actions may be brought against the Guarantor regardless
of whether action is brought against the Borrower or any other Person or whether
the Borrower or any other Person is joined in any such action or actions.

                  3.02. Obligations Absolute. The Guarantor agrees that the
Guaranteed Obligations will be paid and performed strictly in accordance with
the terms of the Loan Documents, regardless of any law, regulation or order now
or hereafter in effect in any jurisdiction affecting the Guaranteed Obligations,
any of the terms of the Loan Documents or the rights of the Lender or any other
Person with respect thereto. The obligations of the Guarantor hereunder shall be
absolute, unconditional and irrevocable, irrespective of any of the following:

                  (a) Any lack of genuineness, legality, validity,
enforceability or allowability (in a bankruptcy, insolvency, reorganization or
similar proceeding, or otherwise), or any avoidance or subordination, in whole
or in part, of any Loan Document or any of the Guaranteed Obligations.

                  (b) Any increase, decrease or change in the amount, nature,
type or purpose of any of the Guaranteed Obligations (whether or not
contemplated by the Loan Documents as presently constituted); any change in the
time, manner, method or place of payment or performance of, or in any other term
of, any of the Guaranteed Obligations; any execution or delivery of any
additional Loan Documents; or any amendment, modification or supplement to, or
refinancing or refunding of, any Loan Document or any of the Guaranteed
Obligations.

                  (c) Any failure to assert any breach of or default under any
Loan Document or any of the Guaranteed Obligations; any extensions of credit in
excess of the amount committed under or contemplated by the Loan Documents, or
in circumstances in which any condition to such extensions of credit has not
been satisfied; any other exercise or non-exercise, or any other failure,
omission, breach, default, delay or wrongful action in connection with any
exercise or non-exercise, of any right or remedy against the Borrower or any
other Person under or in connection with any Loan Document or any of the
Guaranteed Obligations; any refusal of payment or performance of any of the
Guaranteed Obligations, whether or not with any reservation of rights against
the Guarantor; or any application of collections (including but not limited to
collections resulting from realization upon any direct or indirect security for
the Guaranteed Obligations) to other obligations, if any, not entitled to the
benefits of this Agreement, in preference to Guaranteed Obligations entitled to
the benefits of this Agreement, or if any collections are applied to Guaranteed
Obligations, any application to particular Guaranteed Obligations.

                  (d) Any taking, exchange, amendment, modification, supplement,
termination, subordination, release, loss or impairment of, or any failure to
protect, perfect, or preserve the



                                      -7-
<PAGE>   13


value of, or any enforcement of, realization upon, or exercise of rights or
remedies under or in connection with, or any failure, omission, breach, default,
delay or wrongful action by the Lender or any other Person in connection with
the enforcement of, realization upon, or exercise of rights or remedies under or
in connection with, or any other action or inaction by the Lender or any other
Person in respect of, any direct or indirect security for any of the Guaranteed
Obligations. As used in this Agreement, "direct or indirect security" for the
Guaranteed Obligations, and similar phrases, includes but is not limited to any
collateral security, guaranty, suretyship, letter of credit, capital maintenance
agreement, put option, subordination agreement or other right or arrangement of
any nature providing direct or indirect assurance of payment or performance of
any of the Guaranteed Obligations, made or on behalf of any Person.

                  (e) Any merger, consolidation, liquidation, dissolution,
winding-up, charter revocation or forfeiture, or other change in, restructuring
or termination of the corporate structure or existence of, the Borrower or any
other Person; any bankruptcy, insolvency, reorganization or similar proceeding
with respect to the Borrower or any other Person; or any action taken or
election made by the Lender (including but not limited to any election under
Section 1111(b)(2) of the United States Bankruptcy Code), the Borrower or any
other Person in connection with any such proceeding.

                  (f) Any defense, setoff or counterclaim (excluding only the
defense of full, strict and indefeasible payment and performance), which may at
any time be available to or be asserted by the Borrower or any other Person with
respect to any Loan Document or any of the Guaranteed Obligations; or any
discharge by operation of law or release of the Borrower or any other Person
from the performance or observance of any Loan Document or any of the Guaranteed
Obligations.

                  (g) Any other event or circumstance, whether similar or
dissimilar to the foregoing, and whether known or unknown, which might otherwise
constitute a defense available to, or limit the liability of, the Guarantor, a
guarantor or a surety, excepting only full, strict and indefeasible payment and
performance of the Guaranteed Obligations in full.

                  3.03. Waivers, etc. The Guarantor hereby waives any defense to
or limitation on its obligations under this Agreement arising out of or based on
any event or circumstance referred to in Section 3.02 hereof. Without
limitation, the Guarantor waives each of the following:

                  (a) All notices, disclosures and demands of any nature which
otherwise might be required from time to time to preserve intact any rights
against the Guarantor, including without limitation the following: any notice of
any event or circumstance described in Section 3.02 hereof; any notice required
by any law, regulation or order now or hereafter in effect in any jurisdiction;
any notice of nonpayment, nonperformance, dishonor, or protest under any Loan
Document or any of the Guaranteed Obligations; any notice of the incurrence of
any Guaranteed Obligation; any notice of any default or any failure on the part
of the Borrower or any other Person to comply with any Loan Document or any of
the Guaranteed Obligations or any direct or indirect security for any of the
Guaranteed Obligations; and any notice of any information



                                      -8-
<PAGE>   14


pertaining to the business, operations, condition (financial or otherwise) or
prospects of the Borrower or any other Person.

                  (b) Any right to any marshalling of assets, to the filing of
any claim against the Borrower or any other Person in the event of any
bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise
against the Borrower or any other Person of any other right or remedy under or
in connection with any Loan Document or any of the Guaranteed Obligations or any
direct or indirect security for any of the Guaranteed Obligations; any
requirement of promptness or diligence on the part of the Lender or any other
Person; any requirement to exhaust any remedies under or in connection with, or
to mitigate the damages resulting from default under, any Loan Document or any
of the Guaranteed Obligations or any direct or indirect security for any of the
Guaranteed Obligations; any benefit of any statute of limitations; and any
requirement of acceptance of this Agreement, and any requirement that the
Guarantor receive notice of such acceptance.

                  (c) Any defense or other right arising by reason of any law
now or hereafter in effect in any jurisdiction pertaining to election of
remedies (including but not limited to anti-deficiency laws, "one action" laws
or the like), or by reason of any election of remedies or other action or
inaction by the Lender (including but not limited to commencement or completion
of any judicial proceeding or nonjudicial sale or other action in respect of
collateral security for any of the Guaranteed Obligations), which results in
denial or impairment of the right of the Lender to seek a deficiency against the
Borrower or any other Person or which otherwise discharges or impairs any of the
Guaranteed Obligations.

                  3.04. Reinstatement. The obligations of the Guarantor
hereunder shall continue to be effective, or be automatically reinstated, as the
case may be, if at any time payment of any of the Guaranteed Obligations is
avoided, rescinded or must otherwise be returned by the Lender for any reason
(including, without limitation, by reason of such payment being a preference or
fraudulent conveyance), all as though such payment had not been made.

                  3.05. No Stay. Without limitation of any other provision
hereof, if any declaration of default or acceleration or other exercise or
condition to exercise of rights or remedies under or with respect to any
Guaranteed Obligation shall at any time be stayed, enjoined or prevented for any
reason (including but not limited to stay or injunction resulting from of the
pendency against the Borrower or any other Person of a bankruptcy, insolvency,
reorganization or similar proceeding), the Guarantor agrees that, for purposes
of this Agreement and its obligations hereunder, the Guaranteed Obligations
shall be deemed to have been declared in default or accelerated, and such other
exercise or conditions to exercise shall be deemed to have been taken or met.

                  3.06. Payments. All payments to be made by Guarantor pursuant
to the provisions hereof shall be made at the times and in the manner prescribed
for payments in Section 2.07 hereof, without setoff, counterclaim, withholding
or other deduction of any nature.

                  3.07. Subrogation, etc. The Guarantor hereby agrees that any
and all rights it now has or hereafter may have (known and unknown, whether
arising by operation of law, by



                                      -9-
<PAGE>   15


agreement or otherwise) against the Borrower or any other Person arising from
the existence, payment, performance or enforcement of any of the obligations of
the Guarantor hereunder or in connection herewith, including without limitation
any and all rights of subrogation, reimbursement, exoneration, contribution and
indemnity or similar rights which the Guarantor may have against the Borrower at
any time, shall be subordinate in any and all events to any and all rights which
the Lender may have against the Borrower in respect of the Guaranteed
Obligations, and the Guarantor will not enforce any such right until the
Guaranteed Obligations have been paid and performed in full and all commitments
to extend credit under the Loan Documents have been fully terminated.

                  3.08. Continuing Guaranty. The obligations of the Guarantor
hereunder constitute a continuing agreement and shall continue in full force and
effect (notwithstanding that no Guaranteed Obligations may be outstanding from
time to time, or any other event or circumstance) until all Guaranteed
Obligations and all other amounts payable under this Agreement have been paid
and performed in full, and all commitments to extend credit under the Loan
Documents have terminated, subject in any event to reinstatement in accordance
with Section 3.04 hereof. Any purported termination, revocation or discharge of
the obligations of the Guarantor hereunder shall be void and of no effect. For
purposes hereof, the Guaranteed Obligations shall not be deemed to have been
paid in full until the Lender shall have received payment of the Guaranteed
Obligations in full and in cash and all commitments to extend credit under the
Loan Documents have terminated.

                  3.09. Subordination. The Guarantor further agrees that any and
all present and future debts and obligations of the Borrower, any endorser, or
any guarantor of any part or all of the Guaranteed Obligations to the Guarantor
and any and all claims of the Guarantor against the Borrower, any endorser, or
any guarantor of any part or all of the Guaranteed Obligations, or any of their
respective properties, howsoever arising, shall be subordinate and subject in
right of payment to the prior payment, in full, of the Guaranteed Obligations
and as security for the obligations of the Guarantor hereunder, the Guarantor
hereby assigns to the Lender all claims of any nature which the Guarantor may
now or hereafter have against the Borrower.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

                  The Loan Parties hereby represent and warrant to the 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. 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 except for
such qualifications the absence of which, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect. Schedule
4.01 hereof states as of the



                                      -10-
<PAGE>   16


date hereof the jurisdiction of incorporation of each Loan Party and each of its
Subsidiaries, and, to the knowledge of the Loan Parties after due inquiry, 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 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. 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 or
any Subsidiary thereof 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 or any Subsidiary thereof
under or in connection with (other than any such event which could not
reasonably be expected to have a Material Adverse Effect),



                                      -11-
<PAGE>   17


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

                  (ii) any material agreement or instrument creating, evidencing
         or securing any Indebtedness or Guaranty Equivalent to which any Loan
         Party or any Subsidiary thereof 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 or any Subsidiary thereof 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, neither Loan Party nor any Subsidiary thereof
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 of, or otherwise imposes restrictions on the incurring of,
Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit
Note.

                  4.06. Audited Financial Statements. The Loan Parties have
heretofore furnished to the Lender consolidated balance sheets of the Guarantor
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
Guarantor, who delivered an unqualified opinion in respect thereof. Such
financial statements (including the notes thereto) present fairly the financial
condition of the Guarantor and its consolidated Subsidiaries as of the end of
each such fiscal year and the results of their operations and their cash flows
for the fiscal years then ended, all in conformity with GAAP.

                  4.07. Absence of Undisclosed Liabilities. As of the date of
this Agreement, neither Loan Party nor any Subsidiary thereof 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.

                  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 Guarantor and the
Subsidiaries of the Guarantor 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 Lender.

                  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 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)



                                      -12-
<PAGE>   18


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 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.

                  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 Regulations G and 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." Neither Loan Party nor any Subsidiary thereof is engaged in the business
of extending credit to others for the purpose of buying or carrying "margin
stock." Neither Loan Party nor any Subsidiary thereof owns any "margin stock."
Neither the making of any Revolving Credit Loan nor any use of proceeds of any
such Revolving Credit Loan will violate or conflict with the provisions of
Regulation G, 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
Guarantor, 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. Neither Loan Party nor any Subsidiary
thereof 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 or Subsidiary 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 and (y) equity
investments permitted under the Existing Revolvers.

                  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
Guarantor and the Guarantor 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, 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 Guarantor to issue any shares of its capital stock.



                                      -13-
<PAGE>   19


                  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 or any Subsidiary thereof, except for (a) matters that if adversely
decided, individually or in the aggregate, could not 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.

                  4.16. Absence of Other Conflicts. Neither any Loan Party nor
any Subsidiary thereof 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. Each Loan Party and each Subsidiary thereof
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. Each Loan Party and each Subsidiary
thereof 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 (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
the Existing Revolvers.

                  4.19. Intellectual Property. Each Loan Party and each
Subsidiary thereof 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. All tax and information returns required to be
filed by or on behalf of any Loan Party or any Subsidiary thereof have been
properly prepared, executed and filed. All taxes, assessments, fees and other
governmental charges upon any Loan Party or any



                                      -14-
<PAGE>   20


Subsidiary thereof or upon any of their respective properties, incomes, sales or
franchises which are due and payable have been paid.

                  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, any Subsidiary thereof or any Controlled
Group Member which does or would have a Material Adverse Effect. Neither Loan
Party, any Subsidiary thereof nor any Controlled Group Member has contributed or
presently contributes to any Multiemployer Plan. 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 hereof 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
hereof 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 hereof, no Loan
Party and no Subsidiary thereof 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 and no
Subsidiary thereof 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 Subsidiary thereof 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 each Subsidiary thereof 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.



                                      -15-
<PAGE>   21


                  (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 past or present acts, omissions, events or
circumstances that could form the basis of any Environmental Claim, against any
Loan Party or any Subsidiary thereof 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 or previously owned, operated
or leased by any Loan Party or any Subsidiary thereof 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 Subsidiary thereof 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 no condition exists which could
result in the filing of a Lien, against any property of any Loan Party or any
Subsidiary thereof 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 Revolving Credit Loans and other obligations and liabilities being incurred
on such date in connection therewith, and on the date of each subsequent
Revolving Credit Loan, 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 Loan Party is and will be Solvent.

                  4.24. Regulatory Status. Neither Loan Party nor any Subsidiary
thereof 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 and
each Subsidiary thereof 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. The Guarantor has reviewed its
operations and those of its Subsidiaries with a view to assessing whether their
businesses, taken as a whole, will



                                      -16-
<PAGE>   22


be vulnerable to a Year 2000 Problem. As of the date of this Agreement, the
Guarantor has a reasonable basis to believe that, solely with respect to the
internal operations of the Guarantor and its Subsidiaries under the direct
control of such Person, and in view of the efforts of such Person to date to
address a potential Year 2000 Problem and its ongoing remediation program,
neither the Guarantor nor any of its Subsidiaries will experience a Year 2000
Problem that will have a Material Adverse Effect; provided, however, that
nothing contained herein shall be deemed to be a representation or warranty that
the operations, hardware, software, embedded chips or other systems of third
parties with whom the Guarantor or any of its Subsidiaries interact will not
cause a Year 2000 Problem that will have a Material Adverse Effect. "Year 2000
Problem" means any significant risk that computer hardware, software or
equipment containing embedded microchips of the Guarantor or any of its
Subsidiaries which is essential to their business operations will not, in the
case of dates occurring after December 31, 1999, function at least as reliably
as in the case of dates occurring before January 1, 2000, including the making
of accurate leap year calculations, provided that all third party hardware,
software, systems or equipment containing embedded microchips interacting with
the Guarantor's or its Subsidiaries' computer hardware, software or equipment
containing embedded microchips is also able to function in the same manner with
respect to such dates and calculations.


                                   ARTICLE V
                             CONDITIONS OF LENDING

                  5.01. Conditions to Initial Revolving Credit Loans. The
obligation of the Lender to make Revolving Credit Loans on the Closing Date is
subject to the satisfaction, immediately prior to or concurrently with the
making of such Revolving Credit Loan, of the following conditions precedent, in
addition to the conditions precedent set forth in Section 5.02 hereof:

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

                  (b) Corporate Proceedings. The Lender shall have received
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
Documents to which such Loan Party is a party, together with satisfactory
evidence of the incumbency of such Secretary or Assistant Secretary. The Lender
shall have received 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 Lender
shall have received an opinion addressed to the Lender, dated the Closing Date,
of counsel to each of the Loan Parties as to such matters as may be requested by
the Lender and in form and substance satisfactory to the Lender.



                                      -17-
<PAGE>   23


                  (d) Fees, Expenses, etc. The Borrower shall have paid all
out-of-pocket costs and expenses incurred by the Lender 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) Engagement; Senior Credit Facilities. The Loan Parties
shall have executed and delivered to the Lender an engagement agreement, in form
and substance acceptable to the Lender, pursuant to which the Lender shall be
granted the exclusive authority to furnish senior credit facilities in the
aggregate principal amount of not less than $110,000,000 to the Loan Parties on
either a fully underwritten basis or a best efforts syndication basis.

                  (f) Additional Matters. 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 Lender.

                  5.02. Conditions to All Revolving Credit Loans. The obligation
of the Lender to make any Loan is subject to performance by each of the Loan
Parties of their respective obligations to be performed hereunder or under the
other Loan Documents on or before the date of such Loan, 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 Revolving Credit Loan
shall have been given by the Borrower as provided in Article II hereof.

                  (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 for representations and
warranties made as of the date of this Agreement, which need to be true and
correct in all material respects only as of the date of this Agreement), both
before and after giving effect to the Loans requested to be made 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 on such date.

                  (d) No Violations of Law, etc. The making nor use of the Loans
shall not cause the Lender to violate or conflict with any Law.

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



                                      -18-
<PAGE>   24


Each request by the Borrower for any Loan 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 Lender to
receive notice from any Loan Party to the contrary before such Loan is made
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.


                                   ARTICLE VI
                             AFFIRMATIVE COVENANTS

                  The Loan Parties hereby covenant to the Lender as follows:

                  6.01. Notice of Events of Default or Potential Default .
Promptly after a Responsible Officer's knowledge of any Event of Default or
Potential Default, a Loan Party shall give the Lender 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.

                  6.02. Use of Proceeds. The Borrower shall use the proceeds of
the Revolving Credit Loans 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.


                                  ARTICLE VII
                                    DEFAULTS

                  7.01. 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 when due principal of or
interest on any Loan, any fees, indemnity or expenses, or any other amount due
hereunder or under any other Loan Document.

                  (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 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).



                                      -19-
<PAGE>   25


                  (c) Any Loan Party shall default in the performance or
observance of the covenant contained in Section 6.01 hereof.

                  (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 ten (10) 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 $500,000 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) 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.

                  (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, 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



                                      -20-
<PAGE>   26


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 7.01(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 7.01(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 Guarantor permitted by the
Existing Revolvers; or shall take any action in furtherance of any of the
foregoing.

                  (k) The expiration or earlier termination of the License
Agreement.

                  (l) Any provision of Article III hereof shall cease to be in
full force and effect, or the Guarantor shall deny or disaffirm its obligations
thereunder.

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

                  (n)  A Change of Control Event shall occur.

                  7.02. Consequences of an Event of Default.

                  (a) If an Event of Default specified in subsections (a)
through (n) of Section 7.01 hereof shall occur and be continuing or shall exist,
then, in addition to all other rights and remedies which the Lender may have
hereunder or under any other Loan Document, at law, in equity or otherwise, the
Lender shall be under no further obligation to make Revolving Credit Loans
hereunder, and the Lender may 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 Revolving Credit Commitment 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 Revolving
         Credit Loans, interest accrued thereon and all other Obligations to be
         immediately due and payable



                                      -21-
<PAGE>   27


         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 7.01 hereof shall occur or exist, then, in addition to all other
rights and remedies which the Lender may have hereunder or under any other Loan
Document, at law, in equity or otherwise, the Revolving Credit Commitment shall
automatically terminate and the Lender shall be under no further obligation to
make Revolving Credit Loans, and the unpaid principal amount of the Revolving
Credit Loans, 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.


                                  ARTICLE VIII
                                 MISCELLANEOUS

                  8.01. 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 and such extension of time shall be included
in computing interest or fees, if any, in connection with such payment or
action.

                  8.02. Records. The unpaid principal amount of the Revolving
Credit Loans, the unpaid interest accrued thereon, the interest rate or rates
applicable to such unpaid principal amount and the duration of such
applicability shall at all times be ascertained from the records of the Lender,
which shall be conclusive absent manifest error.

                  8.03. Amendments and Waivers. Neither this Agreement nor any
Loan Document may be amended, modified or supplemented except by an agreement in
writing signed by the party against whom enforcement of any such amendment,
modification or supplement is sought.

                  8.04. No Implied Waiver; Cumulative Remedies. No course of
dealing and no delay or failure of the 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 Lender under this Agreement and any
other Loan Document are cumulative and not exclusive of any rights or remedies
which the Lender would otherwise have hereunder or thereunder, at law, in equity
or otherwise.

                  8.05. Notices.

                  (a) Except to the extent otherwise expressly permitted
hereunder or thereunder, all notices, requests, demands, directions and other
communications (collectively "notices")



                                      -22-
<PAGE>   28


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 Lender.

                  (b) The 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 the Lender shall have no duty to verify the identity or authority of
any Person giving such notice.

                  8.06. Expenses; Taxes; Indemnity.

                  (a) The Borrower agrees to pay or cause to be paid and to save
the Lender 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) incurred by the 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 Revolving Credit Loan or any other amount owing hereunder or
thereunder by the Lender and (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 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 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



                                      -23-
<PAGE>   29


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
Revolving Credit 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 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.

                  8.07. 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.

                  8.08. 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.

                  8.09. Duration; Survival. All representations and warranties
of the 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 Lender, the making of any
Revolving Credit Loan or any other event or condition whatsoever. 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 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 Lender shall
survive the payment in full of all other Obligations, termination of the
Borrower's right to borrow and all other events and conditions whatever.

                  8.10. 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.



                                      -24-
<PAGE>   30


                  8.11. 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 the Lender, and the
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 the Lender.

                  8.12. 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), the 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 the 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 the 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 the Lender or
any other Person shall have given notice or made any demand to 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 the 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 the 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 the Lender or any Participant shall have the same
rights of set-off as the 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 the 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.

                  8.13. Successors and Assigns; Participations.

                  (a) Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Loan Parties, the Lender, all future
holders of the Revolving Credit Note, and their respective successors and
assigns, except that neither the Lender nor any Loan Party may assign or
transfer any of its rights hereunder or interests herein without the prior
written consent of the other party (which consent shall not be unreasonably
withheld or delayed) and any purported assignment without such consent shall be
void.



                                      -25-
<PAGE>   31


                  (b) Participations. The 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 Commitment and the Revolving Credit Loans owing
to it and the Revolving Credit Note); provided, that

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

                  (ii) the Lender shall remain solely responsible to the Loan
         Parties for the performance of such obligations,

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

                  (iv) the Lender may enter into any amendment to this Agreement
         or to any of the other Loan Documents without the prior consent of any
         such Participant, except any amendment which would (A) increase the
         Revolving Credit Committed Amount, (B) extend the maturity of the
         principal of or any interest on any amount owed to the Lender by the
         Loan Parties under this Agreement or any of the other Loan Documents,
         (C) reduce the principal amount of or the rate of interest on any
         amount owed to the Lender by the Loan Parties under this Agreement or
         any of the other Loan Documents, (D) waive any Event of Default under
         this Agreement, or (E) release the Guarantor from any obligation
         hereunder.

Each Loan Party agrees that any such Participant shall be entitled to the
benefits of Sections 2.08, 2.09 and 8.06 hereof with respect to its
participation in the Revolving Credit Commitment and the Revolving Credit 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 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) Financial and Other Information. Each Loan Party
authorizes the Lender to disclose to any Participant and any prospective
transferee any and all financial and other information in the Lender's
possession concerning any Loan Party and their respective Subsidiaries and
affiliates which has been or may be delivered to the Lender by or on behalf of
any Loan Party in connection with this Agreement or any other Loan Document or
the Lender's credit evaluation of any Loan Party and their respective
Subsidiaries and affiliates.

                  8.14. 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



                                      -26-
<PAGE>   32


IN SUCH OTHER LOAN DOCUMENTS) SHALL BE GOVERNED BY, CONSTRUED AND 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 8.05 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 LENDER OR ANY
AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, ATTORNEY OR AGENT OF THE LENDER FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF
ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR ANY STATEMENT,



                                      -27-
<PAGE>   33


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.

                  8.15. Confidentiality. In accordance with its usual and
customary practices, the Lender shall maintain the confidentiality of
Confidential Information (as hereinafter defined). "Confidential Information"
means any materials, documents or information furnished by or on behalf of the
Borrower in connection with this Agreement designated by or on behalf of any
Loan Party as confidential, except that Confidential Information shall not
include materials, documents or information that (a) is or becomes publicly
available other than as a result of a breach of this Agreement, (b) becomes
available to the Lender on a non-confidential basis from third party or (c) was
available to the Lender on a non-confidential basis.





                                      -28-
<PAGE>   34


                  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.


                                           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

                                           BLACK BOX CORPORATION

                                           By:__________________________________

                                           Title:_______________________________

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

                                           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






                                      -29-
<PAGE>   35


                           Annex A To Credit Agreement

                  "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.

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

                  "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.

                  "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 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.

                  "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 Event" shall mean the beneficial ownership
or acquisition by any Person or group of affiliated Persons (in any transaction
or series of transactions) of (a) shares of the Guarantor representing more than
fifty percent (50%) of the voting control of the Guarantor or (b) the power to
elect, appoint or cause the election or appointment of at least a majority of
the members of the board of directors of the Guarantor.

                  "Closing Date" shall mean the date of this Agreement.

                  "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.

                  "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.


                                      -i-

<PAGE>   36


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

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

                                      -ii-

<PAGE>   37


                  "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.

                  "Event of Default" shall mean any of the Events of Default
described in Section 7.01 hereof.

                  "Existing Revolvers" shall mean either of the Omnibus Credit
Facility Agreement, dated February 12, 1999, or the Credit Agreement dated as of
August 27, 1999, in each case among the Borrower, the Guarantor and the Lender,
including any extensions, renewals or restatements thereof.

                  "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 Lender 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.

                  "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


                                     -iii-

<PAGE>   38


"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 arising 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;

                  (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;


                                      -iv-

<PAGE>   39


                  (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 and its
affiliates, and their respective directors, officers, employees, attorneys and
agents.

                  "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.

                  "License Agreement" shall mean that certain Trademark/Service
Mark License Agreement, dated as of October 1, 1992, between BB Technologies,
Inc. and the Borrower, as amended by Amendment No. 1 to the Trademark/Service
Mark License Agreement, dated as of December 21, 1993, Amendment No. 2 to the
Trademark/Service Mark License Agreement, dated as of May 6, 1994, and Amendment
No. 3 to the Trademark/Service Mark License Agreement, dated as of July 1, 1995,
and, subject to the provisions of the Existing Revolvers, as amended, modified
or supplemented from time to time.

                  "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.

                  "Loan" or "Loans" shall mean Revolving Credit Loans.

                  "Loan Documents" shall mean this Agreement, the Revolving
Credit Note 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 Guarantor.

                  "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 the Lender to enforce any
rights or remedies under or in connection with any Loan Document.

                  "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.


                                      -v-

<PAGE>   40


                  "Obligations" shall mean all indebtedness, obligations and
liabilities of the Borrower to the Lender 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
Revolving Credit Loans, 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 Revolving Credit Loans
were made in compliance with the terms and conditions of this Agreement or in
excess of the obligation of the Lender to lend. 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 Lender, shall mean
its office located at Three Mellon Bank Center, Pittsburgh, Pennsylvania 15259,
or at such other office or offices of the Lender or any branch, subsidiary or
affiliate thereof as may be designated in writing from time to time by the
Lender to the Borrower.

                  "Participant" shall have the meaning set forth in Section
8.13(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;

                  (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


                                      -vi-

<PAGE>   41


                  (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,
partnership, limited liability company, 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.

                  "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 Lender, or any
combination of the foregoing, would constitute an Event of Default.

                  "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.

                  "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.

                  "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.


                                     -vii-

<PAGE>   42


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

                  "Revolving Credit Committed Amount" shall mean $30,000,000.

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

                  "Revolving Credit Maturity Date" shall mean the earlier to
occur of (x) termination of the commitment under either of the Existing
Revolvers or (y) February 15, 2000.

                  "Revolving Credit Note" shall mean the promissory note of the
Borrower executed and delivered under Section 2.01(c) hereof, together with all
extensions, renewals, refinancings or refundings thereof in whole or part.

                  "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, (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, and (e) such Person is not otherwise insolvent as defined in, or
otherwise in a condition which could in any circumstances then or subsequently
render any transfer, conveyance, obligation or act then made, incurred or
performed by it avoidable or fraudulent pursuant to, any Law that may be
applicable to such Person pertaining to bankruptcy, insolvency or creditors'
rights (including but not limited to the Bankruptcy Code of 1978, as amended,
and, to the extent applicable to such Person, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act, or any other applicable Law pertaining
to fraudulent conveyances or fraudulent transfers or preferences).

                  "Standard Notice" shall mean an irrevocable notice provided to
the Lender on a Business Day which is at least one (1) Business Day in advance
making or prepayment of any Revolving Credit Loan. Standard Notice must be
provided no later than 10:00 a.m., Pittsburgh time, on the last day permitted
for such notice.
                  "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.

                                     -viii-

<PAGE>   43


                  "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.

                  "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 2.09(a)
hereof.


                                [END OF ANNEX A]





                                      -ix-