<PAGE>   1
                                                                     EXHIBIT 4.2


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                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                      among

                           TRANSDIGM HOLDING COMPANY,

                                 TRANSDIGM INC.,

                          VARIOUS LENDING INSTITUTIONS,


                           CREDIT SUISSE FIRST BOSTON,
                              as SYNDICATION AGENT,


                                       and

                             BANKERS TRUST COMPANY,
                             as ADMINISTRATIVE AGENT

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

                          Dated as of December 3, 1998
                                       and
                              amended and restated
                               as of May 31, 2001

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

                         DEUTSCHE BANC ALEX. BROWN INC.
                                       and
                           CREDIT SUISSE FIRST BOSTON,
                  as JOINT LEAD ARRANGERS and JOINT BOOKRUNNERS


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<PAGE>   2

                  AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 3,
1998 and amended and restated as of May 31, 2001, among TRANSDIGM HOLDING
COMPANY, a Delaware corporation ("Holdings"), TRANSDIGM INC., a Delaware
corporation (the "Borrower"), the lenders from time to time party hereto (each,
a "Lender" and, collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, as
Syndication Agent (in such capacity, the "Syndication Agent"), and BANKERS TRUST
COMPANY, as Administrative Agent (in such capacity, the "Administrative Agent").
Unless otherwise defined herein, all capitalized terms used herein and defined
in Section 11 are used herein as so defined.

                              WITNESSETH:
                              -----------

                  WHEREAS, Holdings, the Borrower, the Existing Lenders, the
Syndication Agent and the Administrative Agent have entered into a Credit
Agreement, dated as of December 3, 1998 (as the same has been amended, modified
or supplemented to, but not including, the Restatement Effective Date, the
"Existing Credit Agreement"); and

                  WHEREAS, the parties hereto wish to amend and restate the
Existing Credit Agreement in the form of this Agreement to, inter alia, permit
the Acquisition and make available to the Borrower the respective credit
facilities provided for herein;

                  NOW, THEREFORE, the parties hereto agree that the Existing
Credit Agreement shall be and is hereby amended and restated in its entirety as
follows:

                  SECTION 1. AMOUNT AND TERMS OF CREDIT.

                  1.01 COMMITMENTS. (a) Subject to and upon the terms and
conditions set forth herein, on the Restatement Effective Date, the Existing A
Term Loans made by each Existing Lender to the Borrower pursuant to the Existing
Credit Agreement and outstanding on the Restatement Effective Date (immediately
prior to giving effect thereto) shall be continued, and shall remain
outstanding, as Borrowings of term loans hereunder (as so continued, the "A Term
Loans" and each an "A Term Loan") to the Borrower, which A Term Loans: (i) shall
be denominated in U.S. Dollars; and (ii) except as hereafter provided, shall, at
the option of the Borrower, be incurred and maintained as, and/or converted
into, Base Rate Loans or Eurodollar Loans, PROVIDED that all A Term Loans made
as part of the same Borrowing shall, unless otherwise specifically provided
herein, consist of A Term Loans of the same Type. Once repaid, A Term Loans
incurred hereunder may not be reborrowed. The principal amount of each Existing
Lender's outstanding Existing A Term Loans that are continued as A Term Loans on
the Restatement Effective Date is set forth opposite such Existing Lender's name
on Annex I directly below the column entitled "Outstanding A Term Loans."

                  (b) Subject to and upon the terms and conditions set forth
herein, (I) on the Restatement Effective Date, the Existing B Term Loans made by
each Existing Lender to the Borrower pursuant to the Existing Credit Agreement
and outstanding on the Restatement Effective Date (immediately prior to giving
effect thereto) shall be continued, and shall remain outstanding, as Borrowings
of term loans hereunder to the Borrower and (II) each Lender with a


<PAGE>   3


B Term Loan Commitment severally agrees to make, on the Restatement Effective
Date, an additional term loan or term loans (together with the Existing B Term
Loans continued pursuant to clause (I) above, the "B Term Loans" and each a "B
Term Loan") to the Borrower, which B Term Loans: (i) in the case of those
incurred pursuant to clause (II) above, only may be incurred by the Borrower on
the Restatement Effective Date; (ii) shall be denominated in U.S. Dollars; (iii)
except as hereafter provided, shall, at the option of the Borrower, be incurred
and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans,
PROVIDED that all B Term Loans made as part of the same Borrowing shall, unless
otherwise specifically provided herein, consist of B Term Loans of the same
Type; and (iv) in the case of those incurred pursuant to clause (II) above,
shall be made by each Lender with a B Term Loan Commitment in that aggregate
principal amount which does not exceed the B Term Loan Commitment of such Lender
on the Restatement Effective Date (before giving effect to the termination
thereof on such date pursuant to Section 3.03(b)). Once repaid, B Term Loans
incurred hereunder may not be reborrowed. The principal amount of each Existing
Lender's outstanding Existing B Term Loans that are continued as B Term Loans on
the Restatement Effective Date is set forth opposite such Existing Lender's name
on Annex I directly below the column entitled "Outstanding B Term Loans."

                  (c) Subject to and upon the terms and conditions set forth
herein, each Lender with a C Term Loan Commitment severally agrees to make a
term loan or term loans (each, a "C Term Loan" and, collectively, the "C Term
Loans" and, together with the A Term Loans and B Term Loans, the "Term Loans")
to the Borrower, which C Term Loans: (i) only may be incurred by the Borrower on
the Restatement Effective Date; (ii) shall be denominated in U.S. Dollars; (iii)
except as hereinafter provided, shall, at the option of the Borrower, be
incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar
Loans, PROVIDED that all C Term Loans made as part of the same Borrowing shall,
unless otherwise specifically provided herein, consist of C Term Loans of the
same Type; and (iv) shall be made by each such Lender in that aggregate
principal amount which does not exceed the C Term Loan Commitment of such Lender
on the Restatement Effective Date (before giving effect to the termination
thereof on such date pursuant to Section 3.03(c)). Once repaid, C Term Loans
incurred hereunder may not be reborrowed.

                  (d) Subject to and upon the terms and conditions set forth
herein, (I) on the Restatement Effective Date, the Existing Revolving Loans made
by each Existing Lender to the Borrower pursuant to the Existing Credit
Agreement and outstanding on the Restatement Effective Date (immediately prior
to giving effect thereto) shall be continued, and shall remain outstanding, as
Borrowings of revolving loans hereunder to the Borrower and (II) each RL Lender
with a Revolving Loan Commitment severally agrees to make, at any time and from
time to time on or after the Restatement Effective Date and prior to the
Revolving Loan Maturity Date, one or more additional revolving loans (together
with the Existing Revolving Loans continued pursuant to clause (I) above, the
"Revolving Loans" and each a "Revolving Loan") to the Borrower, which Revolving
Loans: (i) shall be denominated in U.S. Dollars; (ii) except as hereinafter
provided, shall, at the option of the Borrower, be incurred and maintained as,
and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that all
Revolving Loans made as part of the same Borrowing shall, unless otherwise
specifically provided herein, consist of Revolving Loans of the same Type; (iii)
may be repaid and reborrowed in accordance with the provisions hereof; and (iv)
shall not exceed for any RL Lender at any time outstanding that




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aggregate principal amount which, when combined with such RL Lender's Percentage
of the Swingline Loans then outstanding and the Letter of Credit Outstandings
(exclusive of Unpaid Drawings relating to Letters of Credit which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time, equals the Revolving Loan
Commitment of such RL Lender at such time.

                  (e) Subject to and upon the terms and conditions set forth
herein, BTCo in its individual capacity agrees to make at any time and from time
to time on and after the Restatement Effective Date and prior to the Swingline
Expiry Date, a revolving loan or revolving loans to the Borrower (each, a
"Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline
Loans: (i) shall be made and maintained as Base Rate Loans; (ii) shall be
denominated in U.S. Dollars; (iii) may be repaid and reborrowed in accordance
with the provisions hereof; (iv) shall not exceed in aggregate principal amount
at any time outstanding, when combined with the aggregate principal amount of
all Revolving Loans then outstanding and the Letter of Credit Outstandings
(exclusive of Unpaid Drawings relating to Letters of Credit which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time, an amount equal to the Total
Revolving Loan Commitment then in effect; and (v) shall not exceed in aggregate
principal amount at any time outstanding the Maximum Swingline Amount. BTCo
shall not be obligated to make any Swingline Loans at a time when a Lender
Default exists unless BTCo has entered into arrangements satisfactory to it and
the Borrower to eliminate BTCo's risk with respect to the Defaulting Lender's or
Lenders' participation in such Swingline Loans, including by cash
collateralizing such Defaulting Lender's or Lenders' Percentage of the
outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has
received written notice from the Borrower, any other Credit Party or the
Required Lenders stating that a Default or an Event of Default exists until such
time as BTCo shall have received a written notice of (i) rescission of such
notice from the party or parties originally delivering the same or (ii) a waiver
of such Default or Event of Default from the Required Lenders.

                  (f) On any Business Day, BTCo may, in its sole discretion,
give notice to the RL Lenders that its outstanding Swingline Loans shall be
funded with a Borrowing of Revolving Loans (PROVIDED that each such notice shall
be deemed to have been automatically given upon the occurrence of a Default or
an Event of Default under Section 10.05 or upon the exercise of any of the
remedies provided in the last paragraph of Section 10), in which case a
Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing,
a "Mandatory Borrowing") shall be made on the immediately succeeding Business
Day by all RL Lenders PRO RATA based on each RL Lender's Percentage, and the
proceeds thereof shall be applied directly to repay BTCo for such outstanding
Swingline Loans. Each RL Lender hereby irrevocably agrees to make Base Rate
Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the
amount and in the manner specified in the preceding sentence and on the date
specified in writing by BTCo notwithstanding (i) that the amount of the
Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise
required hereunder, (ii) whether any conditions specified in Section 5 or 6 are
then satisfied, (iii) whether a Default or an Event of Default has occurred and
is continuing, (iv) the date of such Mandatory Borrowing and (v) the amount of
the Total Revolving Loan Commitment at such time. In the event that any
Mandatory Borrowing cannot for any reason be made on the date otherwise required
above (including, without limita-



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tion, as a result of the commencement of a proceeding under the Bankruptcy Code
in respect of the Borrower), each RL Lender (other than BTCo) hereby agrees that
it shall forthwith purchase from BTCo (without recourse or warranty) such
assignment of the outstanding Swingline Loans as shall be necessary to cause the
RL Lenders to share in such Swingline Loans ratably based upon their respective
Percentages (determined before giving effect to any termination of the Revolving
Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that
(x) all interest payable on the Swingline Loans shall be for the account of BTCo
until the date the respective assignment is purchased and, to the extent
attributable to the purchased assignment, shall be payable to the RL Lender
purchasing same from and after such date of purchase and (y) at the time any
purchase of assignments pursuant to this sentence is actually made, the
purchasing RL Lender shall be required to pay BTCo interest on the principal
amount of assignment purchased for each day from and including the day upon
which the Mandatory Borrowing would otherwise have occurred to but excluding the
date of payment for such assignment, at the overnight Federal Funds Rate for the
first three days and at the rate otherwise applicable to Revolving Loans
maintained as Base Rate Loans hereunder for each day thereafter.

                  1.02 MINIMUM BORROWING AMOUNTS, ETC. The aggregate principal
amount of each Borrowing of Loans shall not be less than the Minimum Borrowing
Amount applicable to such Loans, PROVIDED that Mandatory Borrowings shall be
made in the amounts required by Section 1.01(f). More than one Borrowing may be
incurred on any day, PROVIDED that at no time shall there be outstanding more
than fifteen Borrowings of Eurodollar Loans.

                  1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to
incur Loans hereunder (excluding Swingline Loans, Revolving Loans incurred
pursuant to a Mandatory Borrowing and Existing Loans continued hereunder on the
Restatement Effective Date), the Borrower shall give the Administrative Agent at
the Notice Office, prior to 12:00 Noon (New York time), at least three Business
Days' prior written notice (or telephonic notice promptly confirmed in writing)
of each Borrowing of Eurodollar Loans to be made hereunder and at least one
Business Day's prior written notice (or telephonic notice promptly confirmed in
writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such
notice (each, a "Notice of Borrowing") shall, except as otherwise expressly
provided in Section 1.10, be irrevocable, and, in the case of each written
notice and each confirmation of telephonic notice, shall be in the form of
Exhibit A, appropriately completed to specify: (i) the aggregate principal
amount of the Loans to be made pursuant to such Borrowing; (ii) the date of such
Borrowing (which shall be a Business Day); (iii) whether the respective
Borrowing shall consist of B Term Loans, C Term Loans or Revolving Loans; (iv)
whether the respective Borrowing shall consist of Base Rate Loans or, to the
extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the
Interest Period to be initially applicable thereto; and (v) in the case of a
Borrowing of Revolving Loans the proceeds of which are to be utilized to
finance, in whole or in part, the purchase price of a Permitted Acquisition, (x)
a reference to the officer's certificate, if any, delivered in accordance with
Section 8.14, (y) the aggregate principal amount of such Revolving Loans to be
utilized in connection with such Permitted Acquisition and (z) the aggregate
principal amount of all Revolving Loans relating to Permitted Acquisitions then
outstanding after giving effect to the incurrence of such Revolving Loans. The
Administrative Agent shall promptly give each Lender which is required to make
Loans of the Tranche specified in the respective Notice of Borrowing, written
notice (or telephonic notice promptly confirmed in writing) of each proposed
Borrowing,



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<PAGE>   6

of such Lender's proportionate share thereof and of the other matters required
by the immediately preceding sentence to be specified in the Notice of
Borrowing.

                  (b) Whenever the Borrower desires to incur Swingline Loans
hereunder, the Borrower shall give BTCo not later than 12:00 Noon (New York
time) on the day such Swingline Loan is to be incurred, written notice (or
telephonic notice promptly confirmed in writing) of each Swingline Loan to be
made hereunder. Each such notice shall be irrevocable and shall specify in each
case (x) the date of such Borrowing (which shall be a Business Day) and (y) the
aggregate principal amount of the Swingline Loan to be made pursuant to such
Borrowing. Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(f), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of Mandatory Borrowings as set forth in such
Section 1.01(f).

                  (c) Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent or BTCo (in the case of a Borrowing of Swingline Loans) or
the Letter of Credit Issuer (in the case of the issuance of Letters of Credit),
as the case may be, may prior to receipt of written confirmation act without
liability upon the basis of such telephonic notice, believed by the
Administrative Agent, BTCo or the Letter of Credit Issuer, as the case may be,
in good faith to be from an Authorized Officer of the Borrower. In each such
case, the Borrower hereby waives the right to dispute the Administrative
Agent's, BTCo's or the Letter of Credit Issuer's record of the terms of such
telephonic notice.

                  1.04 DISBURSEMENT OF FUNDS. (a) Not later than 1:00 P.M. (New
York time) on the date specified in each Notice of Borrowing (or (x) in the case
of Swingline Loans, not later than 2:00 P.M. (New York time) on the date
specified in Section 1.03(b)(x) or (y) in the case of Mandatory Borrowings, not
later than 12:00 Noon (New York time) on the date specified in Section 1.01(f)),
each Lender with a Commitment of the respective Tranche will make available its
PRO RATA share, if any, of each Borrowing requested to be made on such date (or
in the case of Swingline Loans, BTCo shall make available the full amount
thereof) in the manner provided below. All amounts shall be made available to
the Administrative Agent in U.S. Dollars and in immediately available funds at
the Payment Office and, except for Revolving Loans made pursuant to a Mandatory
Borrowing, the Administrative Agent promptly will make available to the Borrower
by depositing to its account at the Payment Office the aggregate of the amounts
so made available in the type of funds received. Unless the Administrative Agent
shall have been notified by any Lender prior to the date of Borrowing that such
Lender does not intend to make available to the Administrative Agent its portion
of the Borrowing or Borrowings to be made on such date, the Administrative Agent
may assume that such Lender has made such amount available to the Administrative
Agent on such date of Borrowing, and the Administrative Agent, in reliance upon
such assumption, may (in its sole discretion and without any obligation to do
so) make available to the Borrower a corresponding amount. If such corresponding
amount is not in fact made available to the Administrative Agent by such Lender
and the Administrative Agent has made available same to the Borrower, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent shall promptly notify the Borrower, and the Borrower shall immediately



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pay such corresponding amount to the Administrative Agent. The Administrative
Agent shall also be entitled to recover on demand from such Lender or the
Borrower, as the case may be, interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by the
Administrative Agent to the Borrower to the date such corresponding amount is
recovered by the Administrative Agent, at a rate per annum equal to (x) if paid
by such Lender, the overnight Federal Funds Rate for the first three days and at
the rate otherwise applicable to such Loans for each day thereafter or (y) if
paid by the Borrower, the then applicable rate of interest, calculated in
accordance with Section 1.08.

                  (b) Nothing in this Agreement shall be deemed to relieve any
Lender from its obligation to fulfill its commitments hereunder or to prejudice
any rights which the Borrower may have against any Lender as a result of any
default by such Lender hereunder.

                  1.05 NOTES. (a) The Borrower's obligation to pay the principal
of, and interest on, all the Loans made to it by each Lender shall be evidenced
in the Register maintained by the Administrative Agent pursuant to Section 13.17
and shall, if requested by such Lender, also be evidenced (i) if A Term Loans,
by a promissory note substantially in the form of Exhibit B-1 with blanks
appropriately completed in conformity herewith (each, an "A Term Note" and,
collectively, the "A Term Notes"), (ii) if B Term Loans, by a promissory note
substantially in the form of Exhibit B-2 with blanks appropriately completed in
conformity herewith (each, a "B Term Note" and, collectively, the "B Term
Notes"), (iii) if C Term Loans, by a promissory note substantially in the form
of Exhibit B-3 with blanks appropriately completed in conformity herewith (each,
a "C Term Note" and, collectively, the "C Term Notes"), (iv) if Revolving Loans,
by a promissory note substantially in the form of Exhibit B-4 with blanks
appropriately completed in conformity herewith (each, a "Revolving Note" and,
collectively, the "Revolving Notes") and (v) if Swingline Loans, by a promissory
note substantially in the form of Exhibit B-5 with blanks appropriately
completed in conformity herewith (the "Swingline Note").

                  (b) The A Term Note issued to each Lender that has outstanding
A Term Loans shall (i) be executed by the Borrower, (ii) be payable to such
Lender or its registered assigns and be dated the Restatement Effective Date
(or, if issued after the Restatement Effective Date, be dated the date of the
issuance thereof), (iii) be in a stated principal amount equal to the A Term
Loans continued by such Lender on the Restatement Effective Date (or, if issued
after the Restatement Effective Date, be in a stated principal amount equal to
the outstanding principal amount of A Term Loans of such Lender at such time)
and be payable in the outstanding principal amount of A Term Loans evidenced
thereby, (iv) mature on the A Term Loan Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 1.08 in respect of the Base Rate
Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be
subject to voluntary repayment as provided in Section 4.01 and mandatory
repayment as provided in Section 4.02 and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

                  (c) The B Term Note issued to each Lender with a B Term Loan
Commitment and/or with outstanding B Term Loans shall (i) be executed by the
Borrower, (ii) be payable to such Lender or its registered assigns and be dated
the Restatement Effective Date (or, if issued after the Restatement Effective
Date, be dated the date of the issuance thereof), (iii) be in a stated



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<PAGE>   8

principal amount equal to the sum of the B Term Loans continued and made by such
Lender on the Restatement Effective Date (or, if issued after the Restatement
Effective Date, be in a stated principal amount equal to the outstanding
principal amount of B Term Loans of such Lender at such time) and be payable in
the outstanding principal amount of B Term Loans evidenced thereby, (iv) mature
on the B Term Loan Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary repayment as provided in Section 4.01 and mandatory repayment as
provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement
and the other Credit Documents.

                  (d) The C Term Note issued to each Lender with a C Term Loan
Commitment or with outstanding C Term Loans shall (i) be executed by the
Borrower, (ii) be payable to such Lender or its registered assigns and be dated
the Restatement Effective Date (or, if issued after the Restatement Effective
Date, be dated the date of the issuance thereof), (iii) be in a stated principal
amount equal to the C Term Loans made by such Lender on the Restatement
Effective Date (or, if issued after the Restatement Effective Date, be in a
stated principal amount equal to the outstanding principal amount of C Term
Loans of such Lender at such time) and be payable in the outstanding principal
amount of C Term Loans evidenced thereby, (iv) mature on the C Term Loan
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in
Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (e) The Revolving Note issued to each Lender with a Revolving
Loan Commitment or with outstanding Revolving Loans shall (i) be executed by the
Borrower, (ii) be payable to such Lender or its registered assigns and be dated
the Restatement Effective Date (or, if issued after the Restatement Effective
Date, be dated the date of the issuance thereof), (iii) be in a stated principal
amount equal to the Revolving Loan Commitment of such Lender (or, if issued
after the termination of the Total Revolving Loan Commitment, be in a stated
principal amount equal to the outstanding principal amount of Revolving Loans of
such Lender at such time) and be payable in the outstanding principal amount of
Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity
Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in
respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (f) The Swingline Note issued to BTCo shall (i) be executed by
the Borrower, (ii) be payable to BTCo or its registered assigns and be dated the
Restatement Effective Date, (iii) be in a stated principal amount equal to the
Maximum Swingline Amount and be payable in the outstanding principal amount of
Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v)
bear interest as provided in Section 1.08 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.




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<PAGE>   9

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

                  1.06 CONVERSIONS. The Borrower shall have the option to
convert on any Business Day occurring on or after the Restatement Effective
Date, all or a portion at least equal to the applicable Minimum Borrowing Amount
of the outstanding principal amount of Loans (other than Swingline Loans which
shall at all times be maintained as Base Rate Loans) made pursuant to one or
more Borrowings of one or more Types of Loans under a single Tranche into a
Borrowing or Borrowings of another Type of Loan under such Tranche; PROVIDED
that (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may
be converted into Base Rate Loans only on the last day of an Interest Period
applicable to the Loans being converted and no partial conversion of a Borrowing
of Eurodollar Loans shall reduce the outstanding principal amount of the
Eurodollar Loans made pursuant to such Borrowing to less than the Minimum
Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise
agree, Base Rate Loans may only be converted into Eurodollar Loans if no Default
or Event of Default is in existence on the date of the conversion and (iii)
Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited
in number as provided in Section 1.02. Each such conversion shall be effected by
the Borrower by giving the Administrative Agent at the Notice Office, prior to
12:00 Noon (New York time), at least three Business Days' (or one Business Day's
in the case of a conversion into Base Rate Loans) prior written notice (or
telephonic notice promptly confirmed in writing) (each, a "Notice of
Conversion") specifying the Loans to be so converted, the Borrowing(s) pursuant
to which the Loans were made and, if to be converted into a Borrowing of
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Lender prompt notice of any such proposed
conversion affecting any of its Loans. Upon any such conversion, the proceeds
thereof will be deemed to be applied directly on the day of such conversion to
prepay the outstanding principal amount of the Loans being converted.

                  1.07 PRO RATA BORROWINGS. All Borrowings of Loans under this
Agreement under a given Tranche (other than Swingline Loans) shall be incurred
by the Borrower from the Lenders PRO RATA on the basis of their Commitments for
such Tranche of Loans; PROVIDED that all Borrowings of Revolving Loans made
pursuant to a Mandatory Borrowing shall be incurred from the Lenders PRO RATA on
the basis on their Percentages. It is understood that no Lender shall be
responsible for any default by any other Lender of its obligation to make Loans
hereunder and that each Lender shall be obligated to make the Loans to be made
by it hereunder, regardless of the failure of any other Lender to fulfill its
commitments hereunder. Notwithstanding anything to the contrary contained
herein, with respect to the B Term Loans continued and/or made on the
Restatement Effective Date pursuant to Section 1.01(b), the Administrative Agent
may take all such actions as may be necessary to ensure that all Lenders with
outstanding B Term Loans (after giving effect to the Restatement Effective Date)
continue to participate in each Borrowing of outstanding B Term Loans (after
giving effect to the Restatement Effective Date) on a PRO RATA basis.




                                      -8-
<PAGE>   10

                  1.08 INTEREST. (a) The unpaid principal amount of each Base
Rate Loan shall bear interest from the date of the Borrowing thereof until the
earlier of (i) the maturity (whether by acceleration or otherwise) of such Base
Rate Loan and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan
pursuant to Section 1.06, at a rate per annum which shall at all times be the
Base Rate plus the Applicable Base Rate Margin each as in effect from time to
time.

                  (b) The unpaid principal amount of each Eurodollar Loan shall
bear interest from the date of the Borrowing thereof until the earlier of (i)
the maturity (whether by acceleration or otherwise) of such Eurodollar Loan and
(ii) the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to
Section 1.06, 1.09 or 1.10(b), as applicable, at a rate per annum which shall at
all times be the Applicable Eurodollar Rate Margin as in effect from time to
time plus the Eurodollar Rate for such Interest Period.

                  (c) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan shall bear interest at a rate per annum
equal to the greater of (x) the rate which is 2% in excess of the rate borne by
the respective Loans immediately prior to the respective payment default and (y)
the rate which is 2% in excess of the rate otherwise applicable to Base Rate
Loans of the respective Tranche from time to time, and all other overdue amounts
payable hereunder and under any other Credit Document shall bear interest at the
rate per annum equal to the rate which is 2% in excess of the rate applicable to
Revolving Loans that are maintained as Base Rate Loans from time to time.
Interest which accrues under this Section 1.08(c) shall be payable on demand.

                  (d) Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on each
Quarterly Payment Date, (ii) in respect of each Eurodollar Loan, on (x) the date
of any prepayment or repayment thereof (on the amount prepaid or repaid), (y)
the date of any conversion into a Base Rate Loan pursuant to Section 1.06, 1.09
or 1.10(b), as applicable (on the amount converted) and (z) the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period and (iii) in respect of each Loan, at
maturity (whether by acceleration or otherwise) and, after such maturity, on
demand. Interest which accrued under the Existing Credit Agreement prior to the
Restatement Effective Date but which remains unpaid on such date (and which was
not required to be paid on or prior to such date in accordance with the terms of
the Existing Credit Agreement or this Agreement) shall be payable at the times
otherwise provided above (but calculated at the respective rates provided in the
Existing Credit Agreement for periods occurring prior to the Restatement
Effective Date) for the interest involved, without any change on the Restatement
Effective Date as to the Interest Periods then in effect.

                  (e) All computations of interest hereunder shall be made in
accordance with Section 13.07(b).

                  (f) Upon each Interest Determination Date, the Administrative
Agent shall determine the Eurodollar Rate for the respective Interest Period or
Interest Periods and shall



                                      -9-
<PAGE>   11

promptly notify the Borrower and the Lenders thereof. Each such determination
shall, absent manifest error, be final and conclusive and binding on all parties
hereto.

                  1.09 INTEREST PERIODS. At the time the Borrower gives a Notice
of Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Borrowing of Eurodollar Loans (in the case of the initial Interest
Period applicable thereto) or prior to 12:00 Noon (New York time) on the third
Business Day prior to the expiration of an Interest Period applicable to a
Borrowing of Eurodollar Loans (in the case of any subsequent Interest Period),
the Borrower shall have the right to elect by giving the Administrative Agent
written notice (or telephonic notice promptly confirmed in writing) of the
Interest Period applicable to such Borrowing, which Interest Period shall, at
the option of the Borrower, be a one, two, three or six month period.
Notwithstanding anything to the contrary contained above:

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

                  (ii) the initial Interest Period for any Borrowing of
         Eurodollar Loans shall commence on the date of such Borrowing
         (including the date of any conversion from a Borrowing of Base Rate
         Loans) and each Interest Period occurring thereafter in respect of such
         Borrowing shall commence on the day on which the next preceding
         Interest Period applicable thereto expires;

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

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

                  (v) no Interest Period for a Borrowing under a Tranche of
         Loans shall be elected which would extend beyond the respective
         Maturity Date for such Tranche;

                  (vi) unless the Required Lenders otherwise agree, no Interest
         Period may be elected at any time when a Default or an Event of Default
         is then in existence;

                  (vii) no Interest Period in respect of any Borrowing of A Term
         Loans shall be elected which extends beyond any date upon which a
         Tranche A Scheduled Repayment will be required to be made under Section
         4.02(b) if, after giving effect to the election of such Interest
         Period, the aggregate principal amount of such A Term Loans which have
         Interest Periods which will expire after such date will be in excess of
         the aggregate principal



                                      -10-
<PAGE>   12

         amount of such A Term Loans then outstanding less the aggregate amount
         of such required Tranche A Scheduled Repayment;

                  (viii) no Interest Period in respect of any Borrowing of B
         Term Loans shall be elected which extends beyond any date upon which a
         Tranche B Scheduled Repayment will be required to be made under Section
         4.02(c) if, after giving effect to the election of such Interest
         Period, the aggregate principal amount of such B Term Loans which have
         Interest Periods which will expire after such date will be in excess of
         the aggregate principal amount of such B Term Loans then outstanding
         less the aggregate amount of such required Tranche B Scheduled
         Repayment; and

              (ix) no Interest Period in respect of any Borrowing of C Term
         Loans shall be elected which extends beyond any date upon which a
         Tranche C Scheduled Repayment will be required to be made under Section
         4.02(d) if, after giving effect to the election of such Interest
         Period, the aggregate principal amount of such C Term Loans which have
         Interest Periods which will expire after such date will be in excess of
         the aggregate principal amount of such C Term Loans then outstanding
         less the aggregate amount of such required Tranche C Scheduled
         Repayment.

                  If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to the respective
Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to
have elected to convert such Borrowing into a Borrowing of Base Rate Loans
effective as of the expiration date of such current Interest Period.

                  1.10 INCREASED COSTS; ILLEGALITY; ETC. (a) In the event that
(x) in the case of clause (i) below, the Administrative Agent or (y) in the case
of clauses (ii) and (iii) below, any Lender, shall have determined (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto):

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

              (ii) at any time, that such Lender shall incur increased costs or
         reductions in the amounts received or receivable hereunder with respect
         to any Eurodollar Loans because of (x) any change since the Original
         Effective Date in any applicable law, governmental or
         quasi-governmental rule, regulation, guideline, order or request
         (whether or not having the force of law), or in the interpretation or
         administration thereof and including the introduction of any new law or
         governmental rule, regulation, guideline, order or request (such as,
         for example, but not limited to, (A) without duplication of any amounts
         payable under Section 4.04(a), a change in the basis of taxation or
         payment to any Lender of the principal of or interest on such
         Eurodollar Loans or any other amounts payable hereunder (except for
         changes with respect to any tax imposed on, or determined by reference
         to, the net income or net profits of such Lender pursuant to the laws
         of the jurisdiction in which



                                      -11-
<PAGE>   13

         such Lender is organized or in which such Lender's principal office or
         applicable lending office is located or any subdivision thereof or
         therein), or (B) a change in official reserve requirements, but, in all
         events, excluding reserves required under Regulation D to the extent
         included in the computation of the Eurodollar Rate) and/or (y) other
         circumstances affecting the interbank Eurodollar market or the position
         of such Lender in such market; or

             (iii) at any time since the Original Effective Date, that the
         making or continuance of any Eurodollar Loan has become unlawful by
         compliance by such Lender with any law, governmental or
         quasi-governmental rule, regulation, guideline or order (or would
         conflict with any governmental or quasi-governmental rule, regulation,
         guideline, request or order not having the force of law but with which
         such Lender customarily complies even though the failure to comply
         therewith would not be unlawful), or has become impracticable as a
         result of a contingency occurring after the Original Effective Date
         which materially and adversely affects the interbank Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and (except in the case of clause (i)) to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter, (x) in
the case of clause (i) above, Eurodollar Loans shall no longer be available
until such time as the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice by the Administrative
Agent no longer exist, and any Notice of Borrowing or Notice of Conversion given
by the Borrower with respect to Eurodollar Loans which have not yet been
incurred (including by way of conversion) shall be deemed rescinded by the
Borrower, (y) in the case of clause (ii) above, the Borrower agrees, subject to
Section 1.14, to pay to such Lender, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Lender in its sole discretion
shall determine) as shall be required to compensate such Lender for such
increased costs or reductions in amounts received or receivable hereunder (a
written notice as to the additional amounts owed to such Lender, showing the
basis for the calculation thereof, submitted to the Borrower by such Lender
shall, absent manifest error, be final and conclusive and binding upon all
parties hereto, although the failure to give any such notice shall not release
or diminish any of the Borrower's obligations to pay additional amounts pursuant
to this Section 1.10(a) upon the subsequent receipt of such notice) and (z) in
the case of clause (iii) above, the Borrower shall take one of the actions
specified in Section 1.10(b) as promptly as possible and, in any event, within
the time period required by law.

                  (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii) the
Borrower shall) either (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, cancel said Borrowing by giving the Administrative
Agent telephonic notice (confirmed promptly in writing) thereof on the same date
that the Borrower was notified by a Lender pursuant to Section 1.10(a)(ii) or
(iii)), or (ii) if the affected Eurodollar Loan is then outstanding, upon at
least three Business Days' notice to the Administrative Agent, require the
affected Lender to convert each such Eurodollar Loan into a



                                      -12-
<PAGE>   14

Base Rate Loan; PROVIDED that if more than one Lender is affected at any time,
then all affected Lenders must be treated the same pursuant to this Section
1.10(b).

                  (c) If any Lender shall have determined that the adoption or
effectiveness after the Original Effective Date of any applicable law, rule or
regulation regarding capital adequacy, or any change therein after the Original
Effective Date, or any change after the Original Effective Date in the
interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency adopted or effective after the Original
Effective Date, has or would have the effect of reducing the rate of return on
such Lender's or such other corporation's capital or assets as a consequence of
such Lender's Commitment or Commitments hereunder or its obligations hereunder
to a level below that which such Lender or such other corporation could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's or such other corporation's policies with respect to
capital adequacy), then from time to time, upon written demand by such Lender
(with a copy to the Administrative Agent), accompanied by the notice referred to
in the last sentence of this clause (c), the Borrower shall, subject to Section
1.14, pay to such Lender such additional amount or amounts as will compensate
such Lender or such other corporation for such reduction. Each Lender, upon
determining in good faith that any additional amounts will be payable pursuant
to this Section 1.10(c), will give prompt written notice thereof to the Borrower
(a copy of which shall be sent by such Lender to the Administrative Agent),
which notice shall set forth the basis of the calculation of such additional
amounts, although the failure to give any such notice shall not release or
diminish the Borrower's obligations to pay additional amounts pursuant to this
Section 1.10(c) upon the subsequent receipt of such notice. A Lender's
reasonable good faith determination of compensation owing under this Section
1.10(c) shall, absent manifest error, be final and conclusive and binding on all
the parties hereto.

                  1.11 COMPENSATION. The Borrower shall, subject to Section
1.14, compensate each Lender, promptly upon its written request (which request
shall set forth the basis for requesting such compensation), for all losses,
expenses and liabilities (including, without limitation, any loss, expense or
liability incurred by reason of the liquidation or reemployment of deposits or
other funds required by such Lender to fund its Eurodollar Loans) which such
Lender may sustain: (i) if for any reason (other than a default by such Lender
or the Administrative Agent) a Borrowing of, or conversion from or into,
Eurodollar Loans does not occur on a date specified therefor in a Notice of
Borrowing or Notice of Conversion (whether or not withdrawn by the Borrower or
deemed withdrawn pursuant to Section 1.10(a)); (ii) if any repayment (including
any repayment made pursuant to Section 4.01 or 4.02 or as a result of an
acceleration of the Loans pursuant to Section 10 or as a result of the
replacement of a Lender pursuant to Section 1.13 or 13.12(b)) or conversion of
any Eurodollar Loans occurs on a date which is not the last day of an Interest
Period applicable thereto; (iii) if any prepayment of any Eurodollar Loans is
not made on any date specified in a notice of prepayment given by the Borrower;
or (iv) as a consequence of (x) any other default by the Borrower to repay its
Eurodollar Loans when required by the terms of this Agreement or (y) an election
made pursuant to Section 1.10(b). A Lender's basis for requesting compensation
pursuant to this Section 1.11 and a Lender's



                                      -13-
<PAGE>   15

calculation of the amount thereof, shall, absent manifest error, be final and
conclusive and binding on all parties hereto.

                  1.12 CHANGE OF LENDING OFFICE. Each Lender agrees that, upon
the occurrence of any event giving rise to the operation of Section 1.10(a)(ii)
or (iii), 1.10(c), 2.05 or 4.04 with respect to such Lender, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans
or Letters of Credit affected by such event; PROVIDED that such designation is
made on such terms that, in the sole judgment of such Lender, such Lender and
its lending office suffer no economic, legal or regulatory disadvantage, with
the object of avoiding the consequences of the event giving rise to the
operation of any such Section. Nothing in this Section 1.12 shall affect or
postpone any of the obligations of the Borrower or the right of any Lender
provided in Section 1.10, 2.05 or 4.04.

                  1.13 REPLACEMENT OF LENDERS. (x) If any Lender becomes a
Defaulting Lender, (y) upon the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or
Section 4.04 with respect to any Lender which results in such Lender charging to
the Borrower increased costs in excess of those being generally charged by the
other Lenders or (z) in the case of a refusal by a Lender to consent to a
proposed change, waiver, discharge or termination with respect to this Agreement
which has been approved by the Required Lenders as (and to the extent) provided
in Section 13.12(b), the Borrower shall have the right, in accordance with
Section 13.04(b), if no Default or Event of Default then exists or would exist
after giving effect to such replacement, to replace such Lender (the "Replaced
Lender") with one or more other Eligible Transferee or Transferees, none of whom
shall constitute a Defaulting Lender at the time of such replacement
(collectively, the "Replacement Lender") and each of whom shall be reasonably
acceptable to the Administrative Agent or, at the option of the Borrower, to
replace only (a) the Revolving Loan Commitment (and outstandings pursuant
thereto) of the Replaced Lender with an identical Revolving Loan Commitment
provided by the Replacement Lender or (b) in the case of a replacement as
provided in Section 13.12(b) where the consent of the respective Lender is
required with respect to less than all Tranches of its Loans or Commitments, the
Commitments and/or outstanding Loans of such Lender in respect of each Tranche
where the consent of such Lender would otherwise be individually required, with
identical Commitments and/or Loans of the respective Tranche provided by the
Replacement Lender; PROVIDED that:

               (i) at the time of any replacement pursuant to this Section 1.13,
         the Replacement Lender shall enter into one or more Assignment and
         Assumption Agreements pursuant to Section 13.04(b) (and with all fees
         payable pursuant to said Section 13.04(b) to be paid by the Replacement
         Lender) pursuant to which the Replacement Lender shall acquire all of
         the Commitments and outstanding Loans (or, in the case of the
         replacement of only (a) the Revolving Loan Commitment, the Revolving
         Loan Commitment and outstanding Revolving Loans and participations in
         Letter of Credit Outstandings, (b) A Term Loans, the outstanding A Term
         Loans, (c) B Term Loans, the outstanding B Term Loans and (d) C Term
         Loans, the outstanding C Term Loans) of, and in each case (except for
         the replacement of only outstanding Term Loans of the respective
         Lender) participations in Letters of Credit by, the Replaced Lender
         and, in connection therewith, shall pay to (x)



                                      -14-
<PAGE>   16


         the Replaced Lender in respect thereof an amount equal to the sum of
         (A) an amount equal to the principal of, and all accrued interest on,
         all outstanding Loans (or, in the case of the replacement of only (I)
         the Revolving Loan Commitment, the outstanding Revolving Loans, (II)
         the A Term Loans, the outstanding A Term Loans, (III) the B Term Loans,
         the outstanding B Term Loans or (IV) the C Term Loans, the outstanding
         C Term Loans) of the Replaced Lender, (B) except in the case of the
         replacement of only outstanding Term Loans of a Replaced Lender, an
         amount equal to all Unpaid Drawings that have been funded by (and not
         reimbursed to) such Replaced Lender, together with all then unpaid
         interest with respect thereto at such time and (C) an amount equal to
         all accrued, but theretofore unpaid, Fees owing to the Replaced Lender
         (but only with respect to the relevant Tranche, in the case of the
         replacement of less than all Tranches of Loans then held by the
         respective Replaced Lender) pursuant to Section 3.01, (y) except in the
         case of the replacement of only outstanding Term Loans of a Replaced
         Lender, each Letter of Credit Issuer an amount equal to such Replaced
         Lender's Percentage of any Unpaid Drawing relating to Letters of Credit
         issued by such Letter of Credit Issuer (which at such time remains an
         Unpaid Drawing) to the extent such amount was not theretofore funded by
         such Replaced Lender and (z) in the case of any replacement of
         Revolving Loan Commitments, BTCo an amount equal to such Replaced
         Lender's Percentage of any Mandatory Borrowing to the extent such
         amount was not theretofore funded by such Replaced Lender; and

              (ii) all obligations of the Borrower then owing to the Replaced
         Lender (other than those (a) specifically described in clause (i) above
         in respect of which the assignment purchase price has been, or is
         concurrently being, paid, but including all amounts, if any, owing
         under Section 1.11 or (b) relating to any Tranche of Loans and/or
         Commitments of the respective Replaced Lender which will remain
         outstanding after giving effect to the respective replacement) shall be
         paid in full to such Replaced Lender concurrently with such
         replacement.

                  Upon the execution of the respective Assignment and Assumption
Agreements, the payment of amounts referred to in clauses (i) and (ii) above,
recordation of the assignment on the Register by the Administrative Agent
pursuant to Section 13.17 and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Note or Notes executed by
the Borrower, (x) the Replacement Lender shall become a Lender hereunder and,
unless the respective Replaced Lender continues to have outstanding Term Loans
or a Revolving Loan Commitment (or outstanding Obligations with respect thereto)
hereunder, the Replaced Lender shall cease to constitute a Lender hereunder,
except with respect to indemnification provisions under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and
13.06), which shall survive as to such Replaced Lender and (y) in the case of
the replacement of a Defaulting Lender with a Non-Defaulting Lender, the
Percentages of the Lenders shall be automatically adjusted at such time to give
effect to such replacement.

                  1.14 LIMITATION ON ADDITIONAL AMOUNTS, ETC. Notwithstanding
anything to the contrary contained in Sections 1.10, 1.11, 2.05 or 4.04, unless
a Lender gives notice to the Borrower that the Borrower is obligated to pay an
amount under any such Section within 180 days after the later of (x) the date
such Lender incurs the respective increased costs, Taxes, loss,




                                      -15-
<PAGE>   17


expense or liability, reduction in amounts received or receivable or reduction
in return on capital or (y) the date such Lender has actual knowledge of its
incurrence of the respective increased costs, Taxes, loss, expense or liability,
reductions in amounts received or receivable or reduction in return on capital,
then such Lender shall only be entitled to be compensated for such amount by the
Borrower pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be,
to the extent the costs, Taxes, loss, expense or liability, reduction in amounts
received or receivable or reduction in return on capital are incurred or
suffered on or after the date which occurs 180 days prior to such Lender giving
notice to the Borrower that the Borrower is obligated to pay the respective
amounts pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be.
This Section 1.14 shall have no applicability to any Section of this Agreement
or any other Credit Document other than said Sections 1.10, 1.11, 2.05 and 4.04.

                  SECTION 2.  LETTERS OF CREDIT.

                  2.01 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions set forth herein, the Borrower may request a Letter of Credit Issuer
at any time and from time to time on or after the Restatement Effective Date and
prior to the tenth Business Day (or the 30th day in the case of trade Letters of
Credit) preceding the Revolving Loan Maturity Date to issue, for the account of
the Borrower and in support of (x) trade obligations of the Borrower or any of
its Subsidiaries that arise in the ordinary course of business and/or (y) on a
standby basis, L/C Supportable Obligations of the Borrower or any of its
Subsidiaries to any other Person, irrevocable sight letters of credit in such
form as may be approved by such Letter of Credit Issuer (each such letter of
credit, a "Letter of Credit" and, collectively, the "Letters of Credit").
Notwithstanding the foregoing, no Letter of Credit Issuer shall be under any
obligation to issue any Letter of Credit if at the time of such issuance:

               (i) any order, judgment or decree of any governmental authority
         or arbitrator shall purport by its terms to enjoin or restrain such
         Letter of Credit Issuer from issuing such Letter of Credit or any
         requirement of law applicable to such Letter of Credit Issuer or any
         request or directive (whether or not having the force of law) from any
         governmental authority with jurisdiction over such Letter of Credit
         Issuer shall prohibit, or request that such Letter of Credit Issuer
         refrain from, the issuance of letters of credit generally or such
         Letter of Credit in particular or shall impose upon such Letter of
         Credit Issuer with respect to such Letter of Credit any restriction or
         reserve or capital requirement (for which such Letter of Credit Issuer
         is not otherwise compensated) not in effect on the Original Effective
         Date, or any unreimbursed loss, cost or expense which was not
         applicable, in effect or known to such Letter of Credit Issuer as of
         the Original Effective Date and which such Letter of Credit Issuer in
         good faith deems material to it; or

              (ii) such Letter of Credit Issuer shall have received notice from
         the Borrower, any other Credit Party or the Required Lenders prior to
         the issuance of such Letter of Credit of the type described in clause
         (vi) of Section 2.01(b).

                  (b) Notwithstanding the foregoing, (i) no Letter of Credit
shall be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of



                                      -16-
<PAGE>   18

Credit) at such time, would exceed either (x) $5,000,000 or (y) when added to
the aggregate principal amount of all Revolving Loans and Swingline Loans then
outstanding, the Total Revolving Loan Commitment at such time; (ii) (x) each
standby Letter of Credit shall have an expiry date occurring not later than one
year after such Letter of Credit's date of issuance, PROVIDED that any such
Letter of Credit may be extendable for successive periods of up to one year, but
not beyond the tenth Business Day preceding the Revolving Loan Maturity Date, on
terms acceptable to the Letter of Credit Issuer and (y) each trade Letter of
Credit shall have an expiry date occurring not later than 180 days after such
Letter of Credit's date of issuance; (iii) (x) no standby Letter of Credit shall
have an expiry date occurring later than the tenth Business Day preceding the
Revolving Loan Maturity Date and (y) no trade Letter of Credit shall have an
expiry date occurring later than 30 days prior to the Revolving Loan Maturity
Date; (iv) each Letter of Credit shall be denominated in U.S. Dollars; (v) the
Stated Amount of each Letter of Credit shall not be less than $100,000 or such
lesser amount as is acceptable to the respective Letter of Credit Issuer; and
(vi) no Letter of Credit Issuer will issue any Letter of Credit after it has
received written notice from the Borrower, any other Credit Party or the
Required Lenders stating that a Default or an Event of Default exists until such
time as such Letter of Credit Issuer shall have received a written notice of (x)
rescission of such notice from the party or parties originally delivering the
same or (y) a waiver of such Default or Event of Default by the Required
Lenders.

                  (c) Notwithstanding the foregoing, in the event a Lender
Default exists, no Letter of Credit Issuer shall be required to issue any Letter
of Credit unless the respective Letter of Credit Issuer has entered into
arrangements satisfactory to it and the Borrower to eliminate such Letter of
Credit Issuer's risk with respect to the participation in Letters of Credit of
the Defaulting Lender or Lenders, including by cash collateralizing such
Defaulting Lender's or Lenders' Percentage of the Letter of Credit Outstandings,
as the case may be.

                  (d) Annex X contains a description of all letters of credit
issued by each Letter of Credit Issuer pursuant to the Existing Credit Agreement
and which are to remain outstanding on the Restatement Effective Date. Each such
letter of credit, including any extension thereof, shall constitute a "Letter of
Credit" for all purposes of this Agreement.

                  2.02 LETTER OF CREDIT REQUESTS. (a) Whenever the Borrower
desires that a Letter of Credit be issued, the Borrower shall give the
Administrative Agent and the respective Letter of Credit Issuer written notice
(including by way of facsimile transmission, immediately confirmed in writing by
submission of the original of such request by mail to the respective Letter of
Credit Issuer) thereof prior to 12:00 Noon (New York time) at least five
Business Days (or such shorter period as may be acceptable to the respective
Letter of Credit Issuer) prior to the proposed date of issuance (which shall be
a Business Day), which written notice shall be in the form of Exhibit C (each, a
"Letter of Credit Request"). Each Letter of Credit Request shall include any
other documents as such Letter of Credit Issuer customarily requires in
connection therewith.

                  (b) The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower that such Letter of
Credit may be issued in accordance with, and it will not violate the
requirements of, Section 2.01(a). Unless the respective Letter of Credit Issuer
has received notice from the Required Lenders before it issues a Letter of
Credit that one or more of the applicable conditions specified in Section 5 or
6, as the



                                      -17-
<PAGE>   19

case may be, are not then satisfied, or that the issuance of such Letter of
Credit would violate Section 2.01(a), then such Letter of Credit Issuer may
issue the requested Letter of Credit for the account of the Borrower in
accordance with such Letter of Credit Issuer's usual and customary practice.

                  2.03 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of
Credit Issuer shall be deemed to have sold and transferred to each other RL
Lender, and each such RL Lender (each, a "Participant") shall be deemed
irrevocably and unconditionally to have purchased and received from such Letter
of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Participant's Percentage, in such Letter of
Credit, each substitute Letter of Credit, each drawing made thereunder and the
obligations of the Borrower under this Agreement with respect thereto (although
Letter of Credit Fees shall be payable directly to the Administrative Agent for
the account of the RL Lenders as provided in Section 3.01(b) and the
Participants shall have no right to receive any portion of any Facing Fees with
respect to such Letters of Credit) and any security therefore or guaranty
pertaining thereto. Upon any change in the Revolving Loan Commitments of the RL
Lenders pursuant to Section 1.13 or 13.04(b) or as a result of the Restatement
Effective Date, it is hereby agreed that, with respect to all outstanding
Letters of Credit and Unpaid Drawings with respect thereto, there shall be an
automatic adjustment to the participations pursuant to this Section 2.03 to
reflect the new Percentages of the assigning and assignee Lender.

                  (b) In determining whether to pay under any Letter of Credit,
no Letter of Credit Issuer shall have any obligation relative to the
Participants other than to determine that any documents required to be delivered
under such Letter of Credit have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer
under or in connection with any Letter of Credit issued by it shall not create
for such Letter of Credit Issuer any resulting liability to the Borrower, any
other Credit Party, any Lender or any other Person unless such action is taken
or omitted to be taken with gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).

                  (c) In the event that any Letter of Credit Issuer makes any
payment under any Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full to the Letter of Credit Issuer pursuant to
Section 2.04(a), such Letter of Credit Issuer shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify each
Participant of such failure, and each such Participant shall promptly and
unconditionally pay to the Administrative Agent for the account of such Letter
of Credit Issuer, the amount of such Participant's Percentage of such payment in
U.S. Dollars and in same day funds. If the Administrative Agent so notifies any
Participant required to fund a payment under a Letter of Credit prior to 11:00
A.M. (New York time) on any Business Day, such Participant shall make available
to the Administrative Agent at the Payment Office for the account of the
respective Letter of Credit Issuer such Participant's Percentage of the amount
of such payment on such Business Day in same day funds (and, to the extent such
notice is given after 11:00 A.M. (New York time) on any Business Day, such
Participant shall make such payment on the immediately following Business Day).
If and to the extent such Participant shall not have so



                                      -18-
<PAGE>   20

made its Percentage of the amount of such payment available to the
Administrative Agent for the account of the respective Letter of Credit Issuer,
such Participant agrees to pay to the Administrative Agent for the account of
such Letter of Credit Issuer, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid
to the Administrative Agent for the account of the Letter of Credit Issuer at
the overnight Federal Funds Rate for the first three days and at the interest
rate applicable to Revolving Loans that are maintained as Base Rate Loans for
each day thereafter. The failure of any Participant to make available to the
Administrative Agent for the account of the respective Letter of Credit Issuer
its Percentage of any payment under any Letter of Credit issued by it shall not
relieve any other Participant of its obligation hereunder to make available to
the Administrative Agent for the account of such Letter of Credit Issuer its
applicable Percentage of any payment under any such Letter of Credit on the date
required, as specified above, but no Participant shall be responsible for the
failure of any other Participant to make available to the Administrative Agent
for the account of such Letter of Credit Issuer such other Participant's
Percentage of any such payment.

                  (d) Whenever any Letter of Credit Issuer receives a payment of
a reimbursement obligation as to which the Administrative Agent has received for
the account of such Letter of Credit Issuer any payments from the Participants
pursuant to clause (c) above, such Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its Percentage thereof, in U.S. Dollars and in same
day funds, an amount equal to such Participant's Percentage of the principal
amount thereof and interest thereon accruing after the purchase of the
respective participations.

                  (e) Each Letter of Credit Issuer shall, promptly after each
issuance of, or amendment or modification to, a standby Letter of Credit issued
by it, give the Administrative Agent, each Participant and the Borrower written
notice of the issuance of, or amendment or modification to, such Letter of
Credit, which, if so requested by a Participant, shall be accompanied by a copy
of the standby Letter of Credit or standby Letters of Credit issued by it and
each such amendment or modification thereto.

                  (f) Each Letter of Credit Issuer (other than BTCo) shall
deliver to the Administrative Agent, promptly on the first Business Day of each
week, by facsimile transmission, the daily aggregate Stated Amount available to
be drawn under the outstanding trade Letters of Credit issued by such Letter of
Credit Issuer for the previous week.

                  (g) The obligations of the Participants to make payments to
the Administrative Agent for the account of the respective Letter of Credit
Issuer with respect to Letters of Credit issued by it shall be irrevocable and
not subject to counterclaim, set-off or other defense or any other qualification
or exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Credit Documents;




                                      -19-
<PAGE>   21

                  (ii) the existence of any claim, set-off, defense or other
         right which Holdings or any of its Subsidiaries may have at any time
         against a beneficiary named in a Letter of Credit, any transferee of
         any Letter of Credit (or any Person for whom any such transferee may be
         acting), the Administrative Agent, any Letter of Credit Issuer, any
         Lender, or other Person, whether in connection with this Agreement, any
         Letter of Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between Holdings or
         any of its Subsidiaries and the beneficiary named in any such Letter of
         Credit);

                  (iii) any draft, certificate or other document presented under
         the Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v)  the occurrence of any Default or Event of Default.

                  2.04 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The
Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making
payment to the Administrative Agent in immediately available funds at the
Payment Office, for any payment or disbursement made by such Letter of Credit
Issuer under any Letter of Credit issued by it (each such amount so paid or
disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day
following the date of such payment or disbursement, with interest on the amount
so paid or disbursed by such Letter of Credit Issuer, to the extent not
reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but not including
the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum
which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving
Loans as in effect from time to time (plus an additional 2% per annum if not
reimbursed by the third Business Day after the date of such payment or
disbursement), such interest also to be payable on demand; PROVIDED that it is
understood and agreed, however, that the notices referred to below in this
clause (a) shall not be required to be given if a Default or an Event of Default
under Section 10.05 shall have occurred and be continuing (in which case the
Unpaid Drawings shall be due and payable immediately without presentment,
demand, protest or notice of any kind (all of which are hereby waived by each
Credit Party) and shall bear interest at a rate per annum which shall be the
Base Rate plus the Applicable Base Rate Margin for Revolving Loans plus 2% on
and after the third Business Day following the respective Drawing). Each Letter
of Credit Issuer shall provide the Borrower prompt notice of any payment or
disbursement made by it under any Letter of Credit issued by it, although the
failure of, or delay in, giving any such notice shall not release or diminish
the obligations of the Borrower under this Section 2.04(a) or under any other
Section of this Agreement.

                  (b) The Borrower's obligation under this Section 2.04 to
reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower or any of its Subsidiaries



                                      -20-
<PAGE>   22

may have or have had against such Letter of Credit Issuer, the Administrative
Agent or any Lender, including, without limitation, any defense based upon the
failure of any drawing under a Letter of Credit issued by it to conform to the
terms of the Letter of Credit or any nonapplication or misapplication by the
beneficiary of the proceeds of such drawing; PROVIDED, HOWEVER, that the
Borrower shall not be obligated to reimburse such Letter of Credit Issuer for
any wrongful payment made by such Letter of Credit Issuer under a Letter of
Credit issued by it as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of such Letter of Credit Issuer (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).

                  2.05 INCREASED COSTS. If the adoption or effectiveness after
the Original Effective Date of any applicable law, rule or regulation, order,
guideline or request or any change therein after the Original Effective Date, or
any change adopted or effective after the Original Effective Date in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Letter of Credit Issuer or any Participant with
any request or directive (whether or not having the force of law) by any such
authority, central bank or comparable agency adopted or effective after the
Original Effective Date shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by such Letter of Credit Issuer or such Participant's
participation therein, or (ii) impose on any Letter of Credit Issuer or any
Participant any other conditions directly or indirectly affecting this
Agreement, any Letter of Credit or such Participant's participation therein; and
the result of any of the foregoing is to increase the cost to such Letter of
Credit Issuer or such Participant of issuing, maintaining or participating in
any Letter of Credit, or to reduce the amount of any sum received or receivable
by such Letter of Credit Issuer or such Participant hereunder or reduce the rate
of return on its capital with respect to Letters of Credit, then, upon written
demand to the Borrower by such Letter of Credit Issuer or such Participant (a
copy of which notice shall be sent by such Letter of Credit Issuer or such
Participant to the Administrative Agent), accompanied by the certificate
described in the last sentence of this Section 2.05, the Borrower shall, subject
to Section 1.14, pay to such Letter of Credit Issuer or such Participant such
additional amount or amounts as will compensate such Letter of Credit Issuer or
such Participant for such increased cost or reduction. A certificate submitted
to the Borrower by such Letter of Credit Issuer or such Participant, as the case
may be (a copy of which certificate shall be sent by such Letter of Credit
Issuer or such Participant to the Administrative Agent), setting forth the basis
for the determination of such additional amount or amounts necessary to
compensate such Letter of Credit Issuer or such Participant as aforesaid shall
be final and conclusive and binding on the Borrower absent manifest error,
although the failure to deliver any such certificate shall not release or
diminish the Borrower's obligations to pay additional amounts pursuant to this
Section 2.05 upon subsequent receipt of such certificate.

                  SECTION 3.  FEES; COMMITMENTS.

                  3.01 FEES. (a) The Borrower shall pay to the Administrative
Agent, for distribution to each Non-Defaulting Lender with a Revolving Loan
Commitment, a commitment fee (the "Commitment Fee") for the period from the
Original Effective Date to but not including Revolving Loan Maturity Date (or
such earlier date as the Total Revolving Loan Commitment



                                      -21-
<PAGE>   23

shall have been terminated), computed at a rate per annum of 1/2 of 1% on the
daily average Unutilized Revolving Loan Commitment of such Non-Defaulting
Lender. Accrued Commitment Fees shall be due and payable quarterly in arrears on
each Quarterly Payment Date and on the Revolving Loan Maturity Date (or such
earlier date upon which the Total Revolving Loan Commitment is terminated).

                  (b) The Borrower shall pay to the Administrative Agent for PRO
RATA distribution to each RL Lender (based on their respective Percentages), a
fee in respect of each Letter of Credit (the "Letter of Credit Fee") computed at
a rate per annum equal to the Applicable Eurodollar Rate Margin for Revolving
Loans then in effect on the daily Stated Amount of such Letter of Credit.
Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on
each Quarterly Payment Date and upon the first day on or after the termination
of the Total Revolving Loan Commitment upon which no Letters of Credit remain
outstanding.

                  (c) The Borrower shall pay to each Letter of Credit Issuer a
fee in respect of each Letter of Credit issued by such Letter of Credit Issuer
(the "Facing Fee") computed at a rate per annum of 1/4 of 1% on the daily Stated
Amount of such Letter of Credit; PROVIDED that in no event shall the annual
Facing Fee with respect to each Letter of Credit be less than $500; it being
agreed that (x) on the date of issuance of any Letter of Credit and on each
anniversary thereof prior to the termination of such Letter of Credit, if $500
will exceed the amount of Facing Fees that will accrue with respect to such
Letter of Credit for the immediately succeeding 12-month period, the full $500
shall be payable on the date of issuance of such Letter of Credit and on each
such anniversary thereof prior to the termination of such Letter of Credit and
(y) if on the date of the termination of any Letter of Credit, $500 actually
exceeds the amount of Facing Fees paid or payable with respect to such Letter of
Credit for the period beginning on the date of the issuance thereof (or if the
respective Letter of Credit has been outstanding for more than one year, the
date of the last anniversary of the issuance thereof occurring prior to the
termination of such Letter of Credit) and ending on the date of the termination
thereof, an amount equal to such excess shall be paid as additional Facing Fees
with respect to such Letter of Credit on the next date upon which Facing Fees
are payable in accordance with the immediately succeeding sentence. Except as
provided in the immediately preceding sentence, accrued Facing Fees shall be due
and payable quarterly in arrears on each Quarterly Payment Date and upon the
first day on or after the termination of the Total Revolving Loan Commitment
upon which no Letters of Credit remain outstanding.

                  (d) The Borrower shall pay directly to each Letter of Credit
Issuer upon each issuance of, payment under, and/or amendment of, a Letter of
Credit issued by such Letter of Credit Issuer such amount as shall at the time
of such issuance, payment or amendment be the administrative charge which such
Letter of Credit Issuer is customarily charging for issuances of, payments under
or amendments of, letters of credit issued by it, plus any expenses relating to
such transactions.

                  (e) The Borrower shall pay to the Administrative Agent, for
its own account, such fees as may be agreed to in writing from time to time
between the Borrower and the Administrative Agent, when and as due.



                                      -22-
<PAGE>   24

                  (f) Fees which accrued under the Existing Credit Agreement
prior to the Restatement Effective Date but which remain unpaid on such date
(and which were not required to be paid on or prior to such date in accordance
with the terms of the Existing Credit Agreement or this Agreement) shall be
payable at the times otherwise provided above (but calculated at the respective
rates provided in the Existing Credit Agreement for periods occurring prior to
the Restatement Effective Date) for the respective Fees involved.

                  (g) All computations of Fees shall be made in accordance with
Section 13.07(b).

                  3.02 VOLUNTARY TERMINATION OR REDUCTION OF TOTAL UNUTILIZED
REVOLVING LOAN COMMITMENT. (a) Upon at least three Business Days' prior notice
to the Administrative Agent at the Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the
Borrower shall have the right, without premium or penalty, to terminate or
partially reduce the Total Unutilized Revolving Loan Commitment, PROVIDED that
(x) any such termination or partial reduction shall apply to proportionately and
permanently reduce the Revolving Loan Commitment of each of the RL Lenders, (y)
any partial reduction pursuant to this Section 3.02(a) shall be in integral
multiples of $1,000,000 and (z) the reduction to the Total Unutilized Revolving
Loan Commitment shall in no case be in an amount which would cause the Revolving
Loan Commitment of any RL Lender to be reduced (as required by the preceding
clause (x)) by an amount which exceeds the remainder of (A) the Unutilized
Revolving Loan Commitment of such RL Lender as in effect immediately before
giving effect to such reduction minus (B) such RL Lender's Percentage of the
aggregate principal amount of Swingline Loans then outstanding.

                  (b) In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower shall have the right, subject
to obtaining the consents required by Section 13.12(b), upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders),
to terminate the entire Revolving Loan Commitment of such Lender, so long as all
Loans, together with accrued and unpaid interest, Fees and all other amounts,
owing to such Lender (including all amounts, if any, owing pursuant to Section
1.11 but excluding amounts owing in respect of Term Loans maintained by such
Lender, if such Term Loans are not being repaid pursuant to Section 13.12(b))
are repaid concurrently with the effectiveness of such termination (at which
time Annex I shall be deemed modified to reflect such changed amounts) and at
such time, unless the respective Lender continues to have outstanding Term Loans
hereunder, such Lender shall no longer constitute a "Lender" for purposes of
this Agreement, except with respect to indemnifications under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and
13.06), which shall survive as to such repaid Lender.

                  3.03 MANDATORY REDUCTION OF COMMITMENTS. (a) The Total
Commitment (and each Commitment of each Lender) shall terminate in its entirety
on June 30, 2001 (or such earlier date as the Borrower shall have notified the
Administrative Agent in writing that it has terminated discussions regarding the
Acquisition) unless the Restatement Effective Date has occurred




                                      -23-
<PAGE>   25

on or before such date and in the event of such termination this Agreement shall
cease to be of any force or effect and the Existing Credit Agreement (and all
commitments to extend credit thereunder in accordance with the terms thereof)
shall continue to be effective, as the same may have been, or thereafter be,
amended, modified or supplemented from time to time.

                  (b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total B Term Loan Commitment (and the B Term
Loan Commitment of each Lender) shall terminate in its entirety on the
Restatement Effective Date (after giving effect to the incurrence of B Term
Loans on such date).

                  (c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total C Term Loan Commitment (and the C Term
Loan Commitment of each Lender) shall terminate in its entirety on the
Restatement Effective Date (after giving effect to the incurrence of C Term
Loans on such date).

                  (d) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each RL Lender) shall terminate in its entirety on
the earlier of (x) the date on which a Change of Control occurs and (y) the
Revolving Loan Maturity Date.

                  (e) (i) In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, on each date after the Restatement
Effective Date upon which a mandatory prepayment of Term Loans pursuant to
Section 4.02(e), (f), (g), (h) or (i) is required (and exceeds in amount the
aggregate principal amount of Term Loans then outstanding) or would be required
if Term Loans were then outstanding, the Total Revolving Loan Commitment shall
be permanently reduced by the amount, if any, by which the amount required to be
applied pursuant to said Section (determined as if an unlimited amount of Term
Loans were actually outstanding) exceeds the aggregate principal amount of Term
Loans then outstanding.

                  (ii) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on each date after the Restatement Effective Date
upon which a mandatory prepayment of Term Loans is required and one or more
Lenders holding either outstanding B Term Loans or C Term Loans have waived
their right to receive all or a portion of such prepayment in respect of such B
Term Loans or C Term Loans, as the case may be, pursuant to Section 4.02(m), the
Total Revolving Loan Commitment shall be permanently reduced by the amount, if
any, by which the aggregate amount so waived exceeds the aggregate outstanding
principal amount of Tranche A Term Loans.

                  (f) Each reduction to the Total Revolving Loan Commitment
pursuant to this Section 3.03 shall be applied proportionately to reduce the
Revolving Loan Commitment of each RL Lender.

                  SECTION 4.  PAYMENTS.

                  4.01 VOLUNTARY PREPAYMENTS. (a) The Borrower shall have the
right to prepay the Loans, and the right to allocate such prepayments to
Revolving Loans, Swingline Loans and/or



                                      -24-
<PAGE>   26

Term Loans as the Borrower elects, in whole or in part, without premium or
penalty except as otherwise provided in Section 1.11, from time to time on the
following terms and conditions:

               (i) the Borrower shall give the Administrative Agent at the
         Notice Office written notice (or telephonic notice promptly confirmed
         in writing) of its intent to prepay the Loans, whether such Loans are
         Term Loans, Revolving Loans or Swingline Loans, the amount of such
         prepayment, the Type of Loans to be repaid and (in the case of
         Eurodollar Loans) the specific Borrowing(s) pursuant to which made,
         which notice shall be given by the Borrower prior to 12:00 Noon (New
         York time) (x) at least one Business Day prior to the date of such
         prepayment in the case of Base Rate Loans, (y) on the date of such
         prepayment in the case of Swingline Loans and (z) at least three
         Business Days prior to the date of such prepayment in the case of
         Eurodollar Loans, which notice shall, except in the case of Swingline
         Loans, promptly be transmitted by the Administrative Agent to each of
         the Lenders;

              (ii) each prepayment (other than prepayments in full of (x) all
         outstanding Base Rate Loans of a respective Tranche or (y) any
         outstanding Borrowing of Eurodollar Loans of a respective Tranche)
         shall be in an aggregate principal amount of at least (x) $500,000, in
         the case of Term Loans and Revolving Loans, and (y) $100,000, in the
         case of Swingline Loans and, in each case, if greater, in integral
         multiples of $100,000, PROVIDED that no partial prepayment of
         Eurodollar Loans made pursuant to a Borrowing shall reduce the
         aggregate principal amount of the Eurodollar Loans outstanding pursuant
         to such Borrowing to an amount less than the Minimum Borrowing Amount
         applicable thereto;

             (iii) at the time of any prepayment of Eurodollar Loans pursuant to
         this Section 4.01(a) on any date other than the last day of the
         Interest Period applicable thereto, the Borrower shall pay the amounts
         required pursuant to Section 1.11;

              (iv) each voluntary prepayment of Term Loans pursuant to this
         Section 4.01(a) shall be applied to the A Term Loans and, subject to
         the provisions of Section 4.02(m), the B Term Loans and C Term Loans on
         a PRO RATA basis (based upon the then outstanding principal amount of A
         Term Loans, B Term Loans and C Term Loans);

               (v) each prepayment in respect of any Loans made pursuant to a
         Borrowing shall be applied PRO rata among such Loans, PROVIDED that at
         the Borrower's election in connection with any prepayment of Revolving
         Loans pursuant to this Section 4.01(a), such prepayment shall not, so
         long as no Default or Event of Default then exists, be applied to any
         Revolving Loans of a Defaulting Lender; and

              (vi) each prepayment of principal of any Tranche of Term Loans
         pursuant to this Section 4.01(a) shall be applied to reduce the then
         remaining Scheduled Repayments of such Tranche on a PRO RATA basis
         (based upon the then remaining amount of each such Scheduled Repayment
         after giving affect to all prior reductions thereto).



                                      -25-
<PAGE>   27

                  (b) In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders (and to the
extent) as provided in Section 13.12(b), the Borrower shall have the right, upon
five Business Days' prior written notice to the Administrative Agent at the
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Lenders), to repay all Loans of such Lender (including all amounts,
if any, owing pursuant to Section 1.11), together with accrued and unpaid
interest, Fees and all other amounts then owing to such Lender (or owing to such
Lender with respect to the Tranche which gave rise to the need to obtain such
Lender's individual consent) in accordance with said Section 13.12(b), so long
as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to
this clause (b), the Revolving Loan Commitment of such Lender is terminated
concurrently with such repayment pursuant to Section 3.02(b) (at which time
Annex I shall be deemed modified to reflect the changed Revolving Loan
Commitments), and (B) the consents required by Section 13.12(b) in connection
with the repayment pursuant to this clause (b) shall have been obtained.

                  4.02 MANDATORY REPAYMENTS AND COMMITMENT REDUCTIONS. (a) If on
any date the sum of (i) the aggregate outstanding principal amount of Revolving
Loans and Swingline Loans (after giving effect to all other repayments thereof
on such date) and (ii) the Letter of Credit Outstandings on such date exceeds
the Total Revolving Loan Commitment as then in effect, the Borrower shall repay
on such date the principal of Swingline Loans, and if no Swingline Loans are or
remain outstanding, Revolving Loans in an aggregate amount equal to such excess.
If, after giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Loans, the aggregate amount of Letter of Credit Outstandings exceeds
the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to
the Administrative Agent on such date an amount in cash and/or Cash Equivalents
equal to such excess (up to the aggregate amount of Letter of Credit
Outstandings at such time) and the Administrative Agent shall hold such payment
as security for the obligations of the Borrower hereunder pursuant to a cash
collateral agreement to be entered into in form and substance satisfactory to
the Administrative Agent.

                  (b) In addition to any other mandatory repayments pursuant to
this Section 4.02, on each date set forth below, the Borrower shall be required
to repay that principal amount of A Term Loans, to the extent then outstanding,
as is set forth opposite such date (each such repayment, as the same may be
reduced as provided in Sections 4.01(a) and 4.02(j), a "Tranche A Scheduled
Repayment"):

         Tranche A Scheduled Repayment Date               Amount
         ----------------------------------               ------

          August 15, 2001                                $2,583,333
          November 15, 2001                              $2,583,333
          February 15, 2002                              $2,583,334
          May 15, 2002                                   $2,583,333
          August 15, 2002                                $2,583,333
          November 15, 2002                              $3,461,667
          February 15, 2003                              $3,461,667



                                      -26-
<PAGE>   28

          May 15, 2003                                   $3,461,667
          August 15, 2003                                $3,461,666
          November 15, 2003                              $3,306,667
          February 15, 2004                              $3,306,667
          May 15, 2004                                   $3,306,667
          August 15, 2004                                $3,306,667
          A Term Loan Maturity Date                      $3,306,666

                  (c) In addition to any other mandatory repayments pursuant to
this Section 4.02, on each date set forth below, the Borrower shall be required
to repay that principal amount of B Term Loans, to the extent then outstanding,
as is set forth opposite such date (each such repayment, as the same may be
reduced as provided in Sections 4.01(a) and 4.02(j), a "Tranche B Scheduled
Repayment"):

         Tranche B Scheduled Repayment Date         Amount
         ----------------------------------         ------

          August 15, 2001                             $263,625
          November 15, 2001                           $263,625
          February 15, 2002                           $625,000
          May 15, 2002                                $625,000
          August 15, 2002                             $625,000
          November 15, 2002                           $625,000
          February 15, 2003                         $1,250,000
          May 15, 2003                              $1,250,000
          August 15, 2003                           $1,250,000
          November 15, 2003                         $1,250,000
          February 15, 2004                         $4,600,000
          May 15, 2004                              $4,600,000
          August 15, 2004                           $4,600,000
          November 15, 2004                         $4,600,000
          February 15, 2005                        $13,170,458.33
          May 15, 2005                             $13,170,458.33
          August 15, 2005                          $13,170,458.33
          November 15, 2005                        $13,170,458.33
          February 15, 2006                        $13,170,458.33
          B Term Loan Maturity Date                $13,170,458.33


                  (d) In addition to any other mandatory repayments pursuant to
this Section 4.02, on each date set forth below, the Borrower shall be required
to repay that principal amount of C Term Loans, to the extent then outstanding,
as is set forth opposite such date (each such repayment, as the same may be
reduced as provided in Sections 4.01(a) and 4.02(j), a "Tranche C Scheduled
Repayment" and, together with the Tranche A Scheduled Repayments and the Tranche
B Scheduled Repayments, the "Scheduled Repayments" and each a "Scheduled
Repayment"):



                                      -27-
<PAGE>   29

         Tranche C Scheduled Repayment Date                Amount
         ----------------------------------                ------

          August 15, 2001                                 $287,500
          November 15, 2001                               $287,500
          February 15, 2002                               $287,500
          May 15, 2002                                    $287,500
          August 15, 2002                                 $287,500
          November 15, 2002                               $287,500
          February 15, 2003                               $287,500
          May 15, 2003                                    $287,500
          August 15, 2003                                 $287,500
          November 15, 2003                               $287,500
          February 15, 2004                               $287,500
          May 15, 2004                                    $287,500
          August 15, 2004                                 $287,500
          November 15, 2004                               $287,500
          February 15, 2005                               $287,500
          May 15, 2005                                    $287,500
          August 15, 2005                                 $287,500
          November 15, 2005                               $287,500
          February 15, 2006                               $287,500
          May 15, 2006                                    $287,500
          August 15, 2006                                 $27,312,500
          November 15, 2006                               $27,312,500
          February 15, 2007                               $27,312,500
          C Term Loan Maturity Date                       $27,312,500

                  (e) In addition to any other mandatory repayments pursuant to
this Section 4.02, on each date on or after the Restatement Effective Date on
which Holdings or any of its Subsidiaries receives Net Sale Proceeds from any
Asset Sale, an amount equal to 100% of the Net Sale Proceeds from such Asset
Sale shall be applied as a mandatory repayment of outstanding Term Loans in
accordance with the requirements of Sections 4.02(j) and (k); PROVIDED that (i)
during any fiscal year of the Borrower up to $1,000,000 in aggregate Net Sale
Proceeds received during such fiscal year may be retained by Holdings and its
Subsidiaries without giving rise to a mandatory repayment pursuant to this
Section 4.02(e) so long as no Default or Event of Default exists at the time
such Net Sale Proceeds are received and an Authorized Officer of the Borrower
has delivered a certificate to the Administrative Agent on or prior to such date
stating that such Net Sale Proceeds shall be used to purchase assets used or to
be used in the businesses permitted pursuant to Section 9.01 (including, without
limitation (but only to the extent permitted by Section 9.02), the purchase of
the capital stock of a Person engaged in such businesses) within one year
following the date of receipt of such Net Sale Proceeds from such Asset Sale
(which certificate shall set forth the estimates of the proceeds to be so
expended) and (ii) if all or any portion of such Net Sale Proceeds not required
to be so applied to the outstanding Term Loans are not so used within such one
year period, such remain-



                                      -28-
<PAGE>   30

ing portion shall be applied on the last day of such period (or such earlier
date, if any, as Holdings or such Subsidiary, as the case may be, determines not
to reinvest the Net Sale Proceeds relating to such Asset Sale as set forth
above) as a mandatory repayment of outstanding Term Loans as provided above. To
the extent that Holdings or any of its Subsidiaries has received cash proceeds
from any Asset Sale effected prior to the Restatement Effective Date and the Net
Sale Proceeds therefrom have not theretofore been applied pursuant to Section
4.02(d) of the Existing Credit Agreement, such Net Sale Proceeds shall be
applied and/or reinvested as provided above in this clause (e) within one year
after the date of the original receipt of such Net Sale Proceeds (or such
earlier date, if any, as Holdings or such Subsidiary, as the case may be,
determines not to reinvest the Net Sale Proceeds relating to such Asset Sale as
otherwise permitted above) .

                  (f) In addition to any other mandatory repayments pursuant to
this Section 4.02, on each date on or after the Restatement Effective Date on
which Holdings or any of its Subsidiaries receives any cash proceeds from any
incurrence of Indebtedness (other than Indebtedness permitted to be incurred
pursuant to Section 9.04 as in effect on the Restatement Effective Date) by
Holdings or any of its Subsidiaries, an amount equal to 100% of the cash
proceeds (net of all underwriting discounts, fees and commissions and other
costs and expenses associated therewith) of the respective incurrence of
Indebtedness shall be applied as a mandatory repayment of outstanding Term Loans
in accordance with the requirements of Sections 4.02(j) and (k).

                  (g) (A) In addition to any other mandatory repayments pursuant
to this Section 4.02, on each date on or after the Restatement Effective Date on
which Holdings or any of its Subsidiaries receives any cash proceeds from any
sale or issuance of preferred or common equity (including from the sale or
issuance of options, warrants or rights to purchase any such equity) of (or cash
capital contributions to) Holdings or any of its Subsidiaries (other than
proceeds received from (i) the Equity Financing, (ii) equity contributions to
any Subsidiary of Holdings made by Holdings or any other Subsidiary of Holdings,
(iii) the sale or issuance by Holdings of shares of its common stock (including
as a result of the exercise of any options or warrants with regard thereto), or
options or warrants purchase shares of its common stock, to any employee,
officer or director of Holdings or any of its Subsidiaries in an aggregate
amount not to exceed $2,000,000 in any fiscal year of Holdings, (iv) equity
contributions received pursuant to the Capital Call Agreement and (v) equity
issuances to, and/or capital contributions from, Odyssey and its Affiliates,
management shareholders of Holdings and other existing shareholders of Holdings
as of the Restatement Effective Date (including, for this purpose, any Person
holding warrants to purchase shares of Holdings Common Stock as of the
Restatement Effective Date) in an aggregate amount for all such Persons not to
exceed $75,000,000, the proceeds of which (in each case) are used to fund all or
a portion of the purchase price for a Permitted Acquisition), an amount equal to
50% of such cash proceeds (net of all underwriting discounts, fees and
commissions and other costs and expenses associated therewith) of the respective
equity issuance or capital contribution shall be applied as a mandatory
repayment of outstanding Term Loans in accordance with the requirements of
Sections 4.02(j) and (k).

                    (B) In addition to any other mandatory repayments pursuant
to this Section 4.02, on the date on which Holdings or any of its Subsidiaries
receives any proceeds under the Capital Call Agreement, an amount equal to 100%
of such proceeds shall be applied on such date as a



                                      -29-
<PAGE>   31

mandatory repayment of outstanding Revolving Loans (with no corresponding
reduction to the Total Revolving Loan Commitment) and/or as a mandatory
repayment of outstanding Term Loans, with the allocation between the Revolving
Loans, on the one hand, and the Term Loans, on the other, to be elected by the
Borrower pursuant to a written notification to the Administrative Agent at the
time of any such repayment; PROVIDED, HOWEVER, if at the time of any such
repayment either the Borrower has failed to specify how such proceeds are to be
allocated or an Event of Default shall exist, such repayment instead shall be
applied PRO RATA among the outstanding Revolving Loans (with no corresponding
reduction to the Total Revolving Loan Commitment), A Term Loans, B Term Loans
and C Term Loans (based on the relative outstanding principal amounts of such
Loans). All repayments to each Tranche of Loans pursuant to this Section 4.02(g)
(B) shall otherwise be made in accordance with the requirements of Sections
4.02(j) and (k).

                  (h) In addition to any other mandatory repayments pursuant to
this Section 4.02, within 10 days following each date on or after the
Restatement Effective Date on which Holdings or any of its Subsidiaries receives
any cash proceeds from any Recovery Event (other than cash proceeds from
Recovery Events in an amount less than $100,000 per Recovery Event), an amount
equal to 100% of the cash proceeds from such Recovery Event (net of reasonable
costs including, without limitation, legal costs and expenses, and taxes
incurred in connection with such Recovery Event) shall be applied as a mandatory
repayment of outstanding Term Loans in accordance with the requirements of
Sections 4.02(j) and (k); PROVIDED that (x) so long as no Default or Event of
Default then exists and such proceeds do not exceed $2,000,000, such proceeds
shall not be required to be so applied on such date to the extent that an
Authorized Officer of the Borrower has delivered a certificate to the
Administrative Agent on or prior to such date stating that such proceeds shall
be used or shall be committed to be used to replace or restore any properties or
assets in respect of which such proceeds were paid within one year following the
date of such Recovery Event (which certificate shall set forth the estimates of
the proceeds to be so expended) and (y) so long as no Default or Event of
Default then exists and if (i) the amount of such proceeds exceeds $2,000,000,
(ii) the amount of such proceeds, together with other cash available to the
Borrower and its Subsidiaries and permitted to be spent by them on Capital
Expenditures during the relevant period pursuant to Section 9.08, equals at
least 100% of the cost of replacement or restoration of the properties or assets
in respect of which such proceeds were paid as determined by the Borrower and as
supported by such estimates or bids from contractors or subcontractors or such
other supporting information as the Administrative Agent may reasonably request,
(iii) an Authorized Officer of the Borrower has delivered to the Administrative
Agent a certificate on or prior to the date the application would otherwise be
required pursuant to this Section 4.02(h) in the form described in clause (x)
above and also certifying its determination as required by preceding clause (ii)
and certifying the sufficiency of business interruption insurance as required by
succeeding clause (iv), and (iv) an Authorized Officer of the Borrower has
delivered to the Administrative Agent such evidence as the Administrative Agent
may reasonably request in form and substance reasonably satisfactory to the
Administrative Agent establishing that the Borrower has sufficient business
interruption insurance and that the Borrower will receive payment thereunder in
such amounts and at such times as are necessary to satisfy all obligations and
expenses of the Borrower (including, without limitation, all debt service
requirements, including pursuant to this Agreement), without any



                                      -30-
<PAGE>   32

delay or extension thereof, for the period from the date of the respective
casualty, condemnation or other event giving rise to the Recovery Event and
continuing through the completion of the replacement or restoration of
respective properties or assets, then the entire amount of the proceeds of such
Recovery Event and not just the portion in excess of $2,000,000 shall be
deposited with the Administrative Agent pursuant to a cash collateral
arrangement reasonably satisfactory to the Administrative Agent whereby such
proceeds shall be disbursed to the Borrower from time to time as needed to pay
actual costs incurred by it or its applicable Subsidiary in connection with the
replacement or restoration of the respective properties or assets (pursuant to
such certification requirements as may be established by the Administrative
Agent), PROVIDED FURTHER, that at any time while an Event of Default has
occurred and is continuing, the Required Lenders may direct the Administrative
Agent (in which case the Administrative Agent shall, and is hereby authorized by
the Borrower to, follow said directions) to apply any or all proceeds then on
deposit in such collateral account to the repayment of Obligations hereunder,
and PROVIDED FURTHER, that if all or any portion of such proceeds not required
to be applied as a mandatory repayment pursuant to the second preceding proviso
(whether pursuant to clause (x) or (y) thereof) are either (A) not so used or
committed to be so used within one year after the date of the respective
Recovery Event or (B) if committed to be used within one year after the date of
receipt of such net proceeds and not so used within 18 months after the date of
respective Recovery Event then, in either such case, such remaining portion not
used or committed to be used in the case of preceding clause (A) and not used in
the case of preceding clause (B) shall be applied on the date which is the first
anniversary of the date of the respective Recovery Event in the case of clause
(A) above or the date occurring 18 months after the date of the respective
Recovery Event in the case of clause (B) above (or, in either case, such earlier
date, if any, as Holdings or such Subsidiary, as the case may be, determines not
to reinvest the net proceeds relating to such Recovery Event as set forth above)
as a mandatory repayment of outstanding Terms Loans in accordance with the
requirements of Sections 4.02(j) and (k). To the extent that Holdings or any of
its Subsidiaries has received cash proceeds from any Recovery Event prior to the
Restatement Effective Date and the cash proceeds therefrom (net of reasonable
costs including, without limitation, legal costs and expenses, and taxes
incurred in connection with such Recovery Event) have not been theretofore been
applied pursuant to Section 4.02(g) of the Existing Credit Agreement, such net
cash proceeds shall be applied and/or reinvested (or committed to be reinvested)
as provided above in this clause (g) within one year (or 18 months, as
applicable) after the original receipt of such cash proceeds (or such earlier
date, if any, as Holdings or such Subsidiary, as the case may be, determines not
to reinvest the proceeds relating to such Recovery Event as otherwise permitted
above).

                  (i) In addition to any other mandatory repayments pursuant to
this Section 4.02, on each Excess Cash Flow Payment Date, an amount equal to 50%
of the Excess Cash Flow for the relevant Excess Cash Flow Payment Period shall
be applied as a mandatory repayment of outstanding Term Loans in accordance with
the requirements of Sections 4.02(j) and (k); PROVIDED, HOWEVER, so long as (A)
(i) no Default or Event of Default exists on the respective Excess Cash Flow
Payment Date and (ii) the Total Leverage Ratio was less than 3.50:1.00 but
greater than or equal to 2.50:1.00 for the Test Period ended on the last day of
the respective Excess Cash Flow Payment Period, an amount equal to 25% of the
Excess Cash Flow for the relevant Excess Cash Flow Payment Period shall be
required to be applied on such Excess



                                      -31-
<PAGE>   33

Cash Flow Payment Date as a mandatory repayment of principal of outstanding
Loans in accordance with the requirements of Section 4.02(j) and (k), and (B)
(i) no Default or Event of Default exists on the respective Excess Cash Flow
Payment Date and (ii) the Total Leverage Ratio was less than 2.50:1.00 for the
Test Period ended on the last day of the respective Excess Cash Flow Payment
Period, no mandatory repayment of Term Loans shall be required pursuant to this
Section 4.02(i) in respect of such Excess Cash Flow Payment Period.

                  (j) Each amount required to be applied to Term Loans pursuant
to Sections 4.02 (e), (f), (g), (h) and (i) shall be applied PRO RATA to each
Tranche of Term Loans (subject to the provisions of Section 4.02(m) with respect
to the B Term Loans and C Term Loans) based upon the then outstanding principal
amount of A Term Loans, B Term Loans and C Term Loans. The amount of each
principal repayment of Term Loans made as required by Sections 4.02(e), (f),
(g), (h) and (i), after giving effect to adjustments pursuant to Section
4.02(m), shall be applied to reduce the then remaining Scheduled Repayments of
the respective Tranche PRO RATA based upon the then remaining principal amounts
of the Scheduled Repayments of the respective Tranche after giving effect to all
prior reductions thereto.

                  (k) With respect to each repayment of Loans required by this
Section 4.02, the Borrower may designate the Types of Loans of the respective
Tranche which are to be repaid and, in the case of Eurodollar Loans, the
specific Borrowing or Borrowings of the respective Tranche pursuant to which
made, PROVIDED that: (i) repayments of Eurodollar Loans pursuant to this Section
4.02 may only be made on the last day of an Interest Period applicable thereto
unless all Eurodollar Loans of the respective Tranche with Interest Periods
ending on such date of required repayment and all Base Rate Loans of the
respective Tranche have been paid in full; (ii) if any repayment of Eurodollar
Loans made pursuant to a single Borrowing shall reduce the outstanding
Eurodollar Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted
at the end of the then current Interest Period into a Borrowing of Base Rate
Loans; and (iii) each repayment of any Tranche of Loans made pursuant to a
Borrowing shall be applied PRO RATA among such Tranche of Loans. In the absence
of a designation by the Borrower as described in the preceding sentence, the
Administrative Agent shall, subject to the above, make such designation in its
sole discretion with a view, but no obligation, to minimize breakage costs owing
under Section 1.11.

                  (l) In addition to any other mandatory repayments pursuant to
this Section 4.02, (i) all then outstanding Loans shall be repaid in full on the
respective Maturity Date for such Loans and (ii) all outstanding Loans shall be
repaid in full upon the occurrence of a Change of Control.

                  (m) Notwithstanding anything to the contrary contained in
Section 4.01(a) or above in this Section 4.02, with respect to any mandatory
repayments of B Term Loans and C Term Loans (excluding Tranche B Scheduled
Repayments and Tranche C Scheduled Repayments and repayments pursuant to Section
4.02(l)) otherwise required above pursuant to this Section 4.02, and with
respect to that portion of any voluntary repayment of Term Loans pursuant to
Section 4.01(a) which, in accordance with the provisions of clause (iv) thereof
is required to be applied to B Term Loans or C Term Loans, if on or prior to the
date the respective mandatory repayment is otherwise required to be made
pursuant to this Section 4.02 or on or



                                      -32-
<PAGE>   34

prior to the date of the respective voluntary repayment pursuant to Section
4.01(a), the Borrower has given the Administrative Agent written notification
that the Borrower has elected to give each Lender with a B Term Loan (the "B
Term Lenders") and C Term Loan (the "C Term Lenders") the right to waive such
Lender's rights to receive such repayment (the "Waivable Repayment"), the
Administrative Agent shall notify the B Term Lenders and the C Term Lenders of
such receipt and the amount of the repayment to be applied to each such B Term
Lender's B Term Loans and C Term Lenders C Term Loans. In the event any B Term
Lender or C Term Lender desires to waive such Lender's right to receive any such
Waivable Repayment in whole or in part, such B Term Lender or C Term Lender
shall so advise the Administrative Agent no later than 5:00 P.M. (New York time)
three Business Days after the date of such notice from the Administrative Agent
which notice shall also include the amount the B Term Lender or C Term Lender
desires to receive. If any B Term Lender or C Term Lender does not reply to the
Administrative Agent within such three Business Day period, it will be deemed
acceptance of the total payment. If any B Term Lender or C Term Lender does not
specify an amount it wishes to receive, it will be deemed acceptance of 100% of
the total payment. In the event that any B Term Lender or C Term Lender waives
such Lender's right to any such Waivable Repayment, the Administrative Agent
shall apply 100% of the amount so waived by such Lenders to (x) prepay the A
Term Loans (i) in the case of a repayment pursuant to Section 4.01(a), in
accordance with Section 4.01(a) (exclusive of clause (iv) thereof) or (ii) in
the case of a repayment pursuant to Section 4.02, in accordance with Sections
4.02(j) and (k) and (y) to the extent in excess of the amount to be applied
pursuant to preceding clause (x)(ii), as provided in Section 3.03(e)(ii) (as if
no Terms Loans were then outstanding). If the Borrower elects to give the notice
described above in this Section 4.02(m) with respect to any voluntary or
mandatory repayment, the amount of the respective Waivable Repayment shall be
deposited with the Administrative Agent on the date the voluntary repayment is
otherwise made pursuant to Section 4.01(a) or the date the mandatory repayment
would otherwise be required pursuant to the relevant provisions of this Section
4.02, as the case may be (and held by the Administrative Agent as cash
collateral for the B Term Loans and C Term Loans and, but only to the extent B
Term Lenders or C Term Lenders waive their rights to receive their share of the
Waivable Repayment, for the benefit of the A Term Loans and/or Revolving Loans
(as the case may be) in a cash collateral account which shall permit the
investment thereof in Cash Equivalents reasonably satisfactory to the
Administrative Agent until the proceeds are applied to the applicable Loans) and
the respective repayment shall not be required to be made until the fifth
Business Day occurring after the date the respective repayment would otherwise
have been required to be made. Notwithstanding anything to the contrary
contained above, (i) if one or more B Term Lenders or C Term Lenders waives its
right to receive all or any part of any Waivable Repayment, but less than all
the B Term Lenders and C Term Lenders waive in full their rights to receive 100%
of the total payment otherwise required with respect to the B Term Loans and C
Term Loans, then of the amount actually applied to the repayment of B Term Loans
of B Term Lenders and C Term Loans of C Term Lenders which have waived in part,
but not in full, their right to receive 100% of such repayment, such amount
shall be applied to each then outstanding Borrowing of B Term Loans and C Term
Loans, as the case may be, on a PRO RATA basis (so that each B Term Lender and C
Term Lender shall, after giving effect to the application of the respective
repayment, maintain the same percentage (as determined for such Lender, but not
the same percentage as the other Lenders hold and not the same percentage held
by such Lender prior to repayment) of each Borrowing of B Term Loans



                                      -33-
<PAGE>   35

and C Term Loans, as the case may be, which remains outstanding after giving
effect to such application), (ii) the Borrower's option pursuant to this Section
4.02(m) with respect to a voluntary prepayment pursuant to Section 4.01(a) shall
only be applicable so long as any A Term Loans are outstanding and (iii) the
Borrower's option pursuant to this Section 4.02(m) with respect to any mandatory
repayment shall only be applicable so long as A Term Loans are outstanding or
the Total Revolving Loan Commitment is in effect.

                  4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise
specifically provided herein, all payments under this Agreement or under any
Note shall be made to the Administrative Agent for the ratable account of the
Lender or Lenders entitled thereto not later than 12:00 Noon (New York time) on
the date when due and shall be made in immediately available funds and in U.S.
Dollars at the Payment Office. Any payments under this Agreement or under any
Note which are made later than 12:00 Noon (New York time) shall be deemed to
have been made on the next succeeding Business Day. Whenever any payment to be
made hereunder or under any Note shall be stated to be due on a day which is not
a Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable during such extension at the applicable rate in effect immediately prior
to such extension.

                  4.04 NET PAYMENTS. (a) All payments made by the Borrower
hereunder or under any Note will be made without setoff, counterclaim or other
defense. Except as provided in Section 4.04(b), all such payments will be made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income or net profits of a Lender pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein) and all interest, penalties or
similar liabilities with respect to such non excluded taxes, levies, imposts,
duties, fees, assessments or other charges (all such nonexcluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower
agrees, subject to Section 1.14, to pay the full amount of such Taxes, and such
additional amounts as may be necessary so that every payment of all amounts due
under this Agreement or under any Note, after withholding or deduction for or on
account of any Taxes, will not be less than the amount provided for herein or in
such Note. If any amounts are payable in respect of Taxes pursuant to the
preceding sentence, the Borrower agrees, subject to Section 1.14, to reimburse
each Lender, upon the written request of such Lender, for taxes imposed on or
measured by the net income or net profits of such Lender pursuant to the laws of
the jurisdiction in which such Lender is organized or in which the principal
office or applicable lending office of such Lender is located or under the laws
of any political subdivision or taxing authority of any such jurisdiction in
which such Lender is organized or in which the principal office or applicable
lending office of such Lender is located and for any withholding of taxes as
such Lender shall determine are payable by, or withheld from, such Lender in
respect of such amounts so paid to or on behalf of such Lender pursuant to the
preceding sentence and in respect of any amounts paid to or on behalf of such
Lender pursuant to this sentence. The Borrower will furnish to the
Administrative Agent within




                                      -34-
<PAGE>   36

45 days after the date the payment of any Taxes is due pursuant to applicable
law certified copies of tax receipts evidencing such payment by the Borrower.
The Borrower agrees to indemnify and hold harmless each Lender, and reimburse
such Lender upon its written request, for the amount of any Taxes so levied or
imposed and paid by such Lender.

                  (b) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes agrees to deliver to the Borrower and the Administrative Agent on or
prior to the Restatement Effective Date, or in the case of a Lender that is an
assignee or transferee of an interest under this Agreement pursuant to Section
1.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original
signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms)
certifying to such Lender's entitlement as of such date to a complete exemption
from United States withholding tax with respect to payments to be made under
this Agreement and under any Note, or (ii) if the Lender is not a "bank" within
the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either
Internal Revenue Service Form 1001 or 4224 (or successor forms) pursuant to
clause (i) above, (x) a certificate substantially in the form of Exhibit D (any
such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and
complete original signed copies of Internal Revenue Service Form W-8 (or
successor form) certifying to such Lender's entitlement as of such date to a
complete exemption from United States withholding tax with respect to payments
of interest to be made under this Agreement and under any Note. In addition,
each Lender agrees that from time to time after the Restatement Effective Date,
when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
the Borrower and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form 4224 or 1001 (or successor
forms), or Form W-8 (or successor forms) and a Section 4.04(b)(ii) Certificate,
as the case may be, and such other forms as may be required in order to confirm
or establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Agreement and any Note, or it shall immediately notify the Borrower and the
Administrative Agent of its inability to deliver any such Form or Certificate in
which case such Lender shall not be required to deliver any such Form or
Certificate pursuant to this Section 4.04(b). Notwithstanding anything to the
contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the
immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or similar
taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, fees or other amounts payable
hereunder for the account of any Lender which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income
tax purposes to the extent that such Lender has not provided to the Borrower
U.S. Internal Revenue Service Forms that establish a complete exemption from
such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender
in respect of income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) if (I) such Lender
has not provided to the Borrower the Internal Revenue Service Forms required to
be provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case
of a payment, other





                                      -35-
<PAGE>   37

than interest, to a Lender described in clause (ii) above, to the extent that
such Forms do not establish a complete exemption from withholding of such taxes.
Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this Section 4.04 and except as set forth in Section 13.04(b), the
Borrower agrees to pay additional amounts and to indemnify each Lender in the
manner set forth in Section 4.04(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any Taxes
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes that are effective after the Original Effective Date in
any applicable law, treaty, governmental rule, regulation, guideline or order,
or in the interpretation thereof, relating to the deducting or withholding of
such Taxes (or, if later, the date such Lender became party to this Agreement).

                  SECTION 5. CONDITIONS PRECEDENT. The occurrence of the
Restatement Effective Date pursuant to Section 13.10 and the obligation of each
Lender to make each Loan to the Borrower hereunder, and the obligation of the
Letter of Credit Issuer to issue each Letter of Credit hereunder, in either case
on the Restatement Effective Date are subject, at the time of the occurrence of
the Restatement Effective Date and the continuance and making of such Loans or
the continuance and issuance of such Letters of Credit to the satisfaction of
the following conditions:

                  5.01 EXECUTION OF AGREEMENT; NOTES. On or prior to the
Restatement Effective Date, (i) this Agreement shall have been executed and
delivered as provided in Section 13.10 and (ii) there shall have been delivered
to the Administrative Agent for the account of each Lender that has requested
same the appropriate A Term Note, B Term Note, C Term Note and/or Revolving Note
and to BTCo to the extent that BTCo has requested same the Swingline Note, in
each case executed by the Borrower and in the amount, maturity and as otherwise
provided herein.

                  5.02 OFFICER'S CERTIFICATE. On the Restatement Effective Date,
the Administrative Agent shall have received a certificate dated such date
signed by an Authorized Officer of the Borrower stating that all of the
applicable conditions set forth in Sections 5.05 through 5.09, inclusive, and
Section 6.01 have been satisfied on such date.

                  5.03 OPINIONS OF COUNSEL. On the Restatement Effective Date,
the Administrative Agent shall have received an opinion, addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Restatement Effective Date, from Latham & Watkins, special counsel to the Credit
Parties, which opinion shall cover the matters contained in Exhibit E and such
other matters incident to the transactions contemplated herein as the Agents may
reasonably request.

                  5.04 CORPORATE DOCUMENTS; PROCEEDINGS. (a) On the Restatement
Effective Date, the Administrative Agent shall have received from each Credit
Party a certificate, dated the Restatement Effective Date, signed by the
chairman, a vice-chairman, the president or any vice-president of such Credit
Party, and attested to by the secretary or any assistant secretary of such
Credit Party, in the form of Exhibit F with appropriate insertions, together
with copies of the certificate of incorporation and by-laws of such Credit Party
(or equivalent organizational documents) and the resolutions of such Credit
Party referred to in such certificate and all of the fore-



                                      -36-
<PAGE>   38

going (including each such certificate of incorporation and by-laws (or
equivalent organizational documents)) shall be reasonably satisfactory to the
Agents.

                  (b) On the Restatement Effective Date, all corporate,
partnership, limited liability company and legal proceedings and all instruments
and agreements in connection with the transactions contemplated by this
Agreement and the other Transaction Documents shall be reasonably satisfactory
in form and substance to the Agents, and the Administrative Agent shall have
received all information and copies of all certificates, documents and papers,
including good standing certificates, bring-down certificates and any other
records of corporate proceedings and governmental approvals, if any, which the
Agents reasonably may have requested in connection therewith, such documents and
papers, where appropriate, to be certified by proper corporate or governmental
authorities.

                  5.05 ADVERSE CHANGE, ETC. On or prior to the Restatement
Effective Date, nothing shall have occurred since September 30, 2000 (and
neither the Lenders nor the Agents shall have become aware of any facts or
conditions not previously known) which the Required Lenders or the Agents shall
determine has had, or could reasonably be expected to have, (i) a Material
Adverse Effect, (ii) a material adverse effect on the Transaction or (iii) a
material adverse effect on the business, operations, properties, assets,
liabilities or condition (financial or otherwise) of the Acquired Business.

                  5.06 LITIGATION. On the Restatement Effective Date, there
shall be no actions, suits, proceedings or investigations pending or threatened
which the Agents or the Required Lenders shall determine could reasonably be
expected to (i) have a Material Adverse Effect, (ii) have a material adverse
effect on the Transaction or (iii) have a material adverse effect on the
business, operations, properties, assets, liabilities or condition (financial or
otherwise) of the Acquired Business.

                  5.07 APPROVALS. On or prior to the Restatement Effective Date,
(i) all necessary and material governmental (domestic and foreign), regulatory
and third party approvals and/or consents in connection with the Credit
Documents, the other Transaction Documents, the Transaction and otherwise
referred to herein or therein shall have been obtained and remain in full force
and effect and (ii) all applicable waiting periods shall have expired without
any action being taken by any competent authority which restrains, prevents or
imposes materially adverse conditions upon the consummation of the Transaction,
the making of the Loans, the issuance of Letters of Credit and the transactions
contemplated by the Transaction Documents or otherwise referred to herein or
therein. Additionally, there shall not exist any judgment, order, injunction or
other restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon, or materially delaying, or making economically unfeasible, the
consummation of the Transaction or the making of the Loans, the issuance of
Letters of Credit or the transactions contemplated by the Transaction Documents.

                  5.08 CONSUMMATION OF THE ACQUISITION. On or prior to the
Restatement Effective Date, there shall have been delivered to the
Administrative Agent true and correct copies of the Acquisition Documents, with
those Acquisition Documents which were executed on April 29,



                                      -37-
<PAGE>   39

2001 (together with the exhibits and schedules thereto to the extent finalized
on or prior to such date) to be in the form so executed (and finalized) and with
any changes thereto or waivers of the terms thereof to be reasonably
satisfactory to the Agents, and with all other Acquisition Documents to be in
form and substance reasonably satisfactory to the Agents. All conditions
precedent to the consummation of the Acquisition as set forth in the Acquisition
Documents shall have been satisfied, and not waived unless consented to by the
Agents (which consent shall not be unreasonably withheld or delayed), to the
reasonable satisfaction of the Agents. The Acquisition shall have been
consummated in all material respects in accordance with the terms and conditions
of the Acquisition Documents and all applicable laws. In addition, all assets
acquired pursuant to the Acquisition shall be acquired free and clear of any
Liens other than Permitted Liens, and the Administrative Agent shall have
received such UCC-3 termination statements and other collateral release
documentation as it may have reasonably requested evidencing the termination of
all existing security interests on such assets, except to the extent evidencing
Permitted Liens.

                  5.09 CONSUMMATION OF THE EQUITY FINANCING. On the Restatement
Effective Date, (i) Holdings shall have received gross cash proceeds of at least
$15,000,000 in connection with the Equity Financing and shall have contributed
the full amount thereof to the Borrower as a cash common equity contribution,
and (ii) the Borrower shall have used the entire amount of such gross cash
proceeds to make payments owing in connection with the Transaction prior to
utilizing any proceeds of Loans for such purpose. All of the terms and
conditions of the Equity Financing Documents shall be consistent with the
provisions set forth in the commitment letter and term sheet relating thereto as
delivered to the Agents on April 27, 2001 and with any terms thereof not
expressly set forth in such term sheet to be reasonably satisfactory to the
Agents. All conditions precedent to the consummation of the Equity Financing as
set forth in the Equity Financing Documents shall have been satisfied, and not
waived, unless consented to by the Agents (which consent shall not be
unreasonably withheld or delayed), to the reasonable satisfaction of the Agents.
The Equity Financing shall have been consummated in all material respects in
accordance with the terms and conditions of the Equity Financing Documents and
all applicable laws.

                  5.10 PLEDGE AGREEMENT; SECURITY AGREEMENT; ETC. (a) On the
Restatement Effective Date, each Credit Party shall have duly authorized,
executed and delivered the Amended and Restated Pledge Agreement in the form of
Exhibit G (as further amended, modified or supplemented from time to time in
accordance with the terms thereof and hereof, the "Pledge Agreement") and shall
have delivered to the Collateral Agent, as pledgee thereunder (but only to the
extent not theretofore delivered pursuant to the Existing Credit Agreement), all
of the Securities referred to (and as defined) therein, endorsed in blank in the
case of promissory notes or accompanied by executed and undated stock powers in
the case of capital stock, along with evidence that all other actions necessary
or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the
security interests purported to be created by the Pledge Agreement have been
taken and the Pledge Agreement shall be in full force and effect.

                  (b) On the Restatement Effective Date, each Credit Party shall
have duly authorized, executed and delivered the Amended and Restated Security
Agreement in the form of Exhibit H (as further amended, modified or supplemented
from time to time in accordance with



                                      -38-
<PAGE>   40


the terms thereof and hereof, the "Security Agreement") covering all of the
Security Agreement Collateral of such Credit Party, together with (but only to
the extent not theretofore delivered pursuant to the Existing Credit Agreement):

               (i) executed copies of Financing Statements (Form UCC-1) or
         appropriate local equivalent in appropriate form for filing under the
         UCC or appropriate local equivalent of each jurisdiction as may be
         necessary or, in the reasonable opinion of the Collateral Agent,
         desirable to perfect the security interests purported to be created by
         the Security Agreement;

              (ii) certified copies of Requests for Information or Copies (Form
         UCC-11), or equivalent reports, each of a recent date listing all
         effective financing statements that name Holdings or any of its
         Subsidiaries as debtor and that are filed in the jurisdictions referred
         to in clause (i) above, together with copies of such financing
         statements that name Holdings or any of its Subsidiaries as debtor
         (none of which shall cover the Collateral except (x) those with respect
         to which appropriate termination statements executed by the secured
         lender thereunder have been delivered to the Administrative Agent and
         (y) to the extent evidencing Permitted Liens);

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

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

and the Security Agreement shall be in full force and effect.

                  5.11 SUBSIDIARIES GUARANTY. On the Restatement Effective Date,
each Subsidiary Guarantor shall have duly authorized, executed and delivered the
Amended and Restated Subsidiaries Guaranty in the form of Exhibit I (as further
amended, modified or supplemented from time to time in accordance with the terms
thereof and hereof, the "Subsidiaries Guaranty"), and the Subsidiaries Guaranty
shall be in full force and effect.

                  5.12 CAPITAL CALL AGREEMENT. On the Restatement Effective
Date, the Contributor shall have duly authorized, executed and delivered the
Capital Call Agreement in the form of Exhibit J (as amended, modified or
supplemented from time to time in accordance with the terms thereof and hereof,
the "Capital Call Agreement"), and the Capital Call Agreement shall be in full
force and effect.

                  5.13 EMPLOYEE BENEFIT PLANS; SHAREHOLDERS' AGREEMENTS;
MANAGEMENT AGREEMENTS; EMPLOYMENT AGREEMENTS; COLLECTIVE BARGAINING AGREEMENTS;
EXISTING INDEBTEDNESS AGREEMENTS; TAX ALLOCATION AGREEMENTS. On or prior to the
Restatement Effective Date, there shall have been delivered to the
Administrative Agent true and correct copies, certified as true



                                      -39-
<PAGE>   41

and complete by an Authorized Officer of Holdings, of the following documents
(except to the extent that any such documents have been delivered pursuant to
the Existing Credit Agreement and have not been amended or modified since the
Original Effective Date):

               (i) all Plans and Multiemployer Plans (and for each Plan or
         Multiemployer Plan that is required to file an annual report on
         Internal Revenue Service Form 5500, a copy of the most recent such
         report (including, to the extent required, the related financial and
         actuarial statements and opinions and other supporting statements,
         certifications, schedules and information), and for each Plan that is a
         "single-employer plan," as defined in Section 4001(a)(15) of ERISA, the
         most recently prepared actuarial valuation therefor) and any other
         "employee benefit plans," as defined in Section 3(3) of ERISA, and any
         other material agreements, plans or arrangements, with or for the
         benefit of current or former employees of Holdings or any of its
         Subsidiaries or any ERISA Affiliate (provided that the foregoing shall
         apply in the case of any Multiemployer Plan only to the extent that any
         document described therein is in the possession of Holdings or any
         Subsidiary of Holdings or any ERISA Affiliate or reasonably available
         thereto from the sponsor or trustee of any such plan) (collectively,
         the "Employee Benefit Plans");

              (ii) all agreements (including, without limitation, shareholders'
         agreements, stockholders' agreements, subscription agreements and
         registration rights agreements) entered into by Holdings or any of its
         Subsidiaries governing the terms and relative rights of its capital
         stock and any agreements entered into by shareholders relating to any
         such entity with respect to its capital stock, in each case, that are
         to remain in effect after giving effect to the consummation of the
         Transaction (collectively, the "Shareholders' Agreements");

             (iii) all material agreements with members of, or with respect to,
         the management of Holdings or any of its Subsidiaries (other than
         Employment Agreements) that are to remain in effect after giving effect
         to the consummation of the Transaction (collectively, the "Management
         Agreements");

              (iv) any material employment agreements entered into by Holdings
         or any of its Subsidiaries (collectively, the Employment Agreements");

               (v) all collective bargaining agreements applying or relating to
         any employee of Holdings or any of its Subsidiaries that are to remain
         in effect after giving effect to the consummation of the Transaction
         (collectively, the "Collective Bargaining Agreements");

              (vi) all agreements evidencing or relating to Existing
         Indebtedness of Holdings that are to remain in effect after giving
         effect to the consummation of the Transaction (collectively, the
         "Existing Indebtedness Agreements"); and

              (vii) any tax sharing, tax allocation or similar agreements
         entered into by Holdings or any of its Subsidiaries (collectively, the
         "Tax Allocation Agreements");



                                      -40-
<PAGE>   42

all of which Employee Benefit Plans, Shareholders' Agreements, Management
Agreements, Employment Agreements, Collective Bargaining Agreements, Existing
Indebtedness Agreements and Tax Allocation Agreements shall be in form and
substance reasonably satisfactory to the Agents.

                  5.14 SOLVENCY CERTIFICATE; INSURANCE CERTIFICATES; FINANCIAL
STATEMENTS. On or before the Restatement Effective Date, the Administrative
Agent shall have received:

                  (i) a solvency certificate from the chief financial officer of
         Holdings in the form of Exhibit K;

                  (ii) evidence of insurance complying with the requirements of
         Section 8.03 for the business and properties of Holdings and its
         Subsidiaries, in scope, form and substance reasonably satisfactory to
         the Agents and naming the Collateral Agent as an additional insured
         and/or loss payee, and stating that such insurance shall not be
         canceled or revised without at least 30 days' prior written notice by
         the insurer to the Collateral Agent; and

                  (iii) true and correct copies of the historical financial
         statements, the PRO FORMA financial statements and the Projections
         referred to in Sections 7.10(b) and (e), which historical financial
         statements, PRO FORMA financial statements and Projections are
         contained in the Confidential Information Memorandum dated May 2001 and
         delivered to the Lenders as part of the Transaction.

                  5.15 PAYMENT OF FEES. On the Restatement Effective Date, all
costs, fees and expenses, and all other compensation due to the Agents and the
Lenders (including, without limitation, legal fees and expenses) shall have been
paid to the extent due.

                  5.16 SENIOR SUBORDINATED NOTE INDENTURE; SELLER SUBORDINATED
NOTE INDENTURE. On the Restatement Effective Date, (i) each of Holdings and the
Borrower shall have delivered to the Administrative Agent separate certificates
of their respective chief financial officers demonstrating in reasonable detail
that the full amount of the B Term Loans to be incurred pursuant to Section
1.01(b)(II) and the full amount of the C Term Loans may be incurred on the
Restatement Effective Date in accordance with, and will not violate the
provisions of, Section 4.09 of the Senior Subordinated Note Indenture and
Section 4.09 of the Seller Subordinated Note Indenture, (ii) each of Holdings
and the Borrower also shall have delivered to the trustee under the Senior
Subordinated Note Indenture and the Seller Subordinated Note Indenture and to
the Administrative Agent the officers' certificate referred to in clause (vi) of
the second paragraph of the definition of "Senior Debt" contained in the Senior
Subordinated Note Indenture and in clause (i) of the second paragraph of the
definition of "Senior Debt" contained in the Seller Subordinated Note Indenture,
and (iii) Holdings shall have delivered an amendment to the Seller Subordinated
Note Indenture, in form and substance reasonably satisfactory to the Agents.

                  5.17 TOTAL LEVERAGE RATIO. On the Restatement Effective Date,
Holdings shall have delivered to the Administrative Agent a certificate of
Holdings' chief financial officer certifying as to (and showing in reasonable
detail the financial calculations to establish) the Total



                                      -41-
<PAGE>   43

Leverage Ratio on the Restatement Effective Date after giving effect to the
Transaction and the related financings.

                  SECTION 6. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The
obligation of each Lender to make Loans (including Loans made on the Restatement
Effective Date, but excluding Mandatory Borrowings made thereafter, which shall
be made as provided in Section 1.01(f)), and the obligation of a Letter of
Credit Issuer to issue any Letter of Credit, is subject, at the time of each
such Credit Event (except as hereinafter indicated), to the Restatement
Effective Date having occurred and to the satisfaction of the following
conditions:

                  6.01 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time
of each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in each other Credit Document shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of the making of such Credit Event (it
being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date).

                  6.02 NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. (a) Prior
to the making of each Loan (excluding Swingline Loans and Mandatory Borrowings),
the Administrative Agent shall have received a Notice of Borrowing meeting the
requirements of Section 1.03(a). Prior to the making of any Swingline Loan, BTCo
shall have received the notice required by Section 1.03(b)(i).

                  (b) Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2.02(a).

                  The occurrence of the Restatement Effective Date and the
acceptance of the benefits or proceeds of each Credit Event shall constitute a
representation and warranty by each of Holdings and the Borrower to the
Administrative Agent and each of the Lenders that all the conditions specified
in Section 5 (with respect to the occurrence of the Restatement Effective Date
and Credit Events on the Restatement Effective Date) and in this Section 6 (with
respect to Credit Events on or after the Restatement Effective Date) and
applicable to such Credit Event exist as of that time. All of the Notes,
certificates, legal opinions and other documents and papers referred to in
Section 5 and in this Section 6, unless otherwise specified, shall be delivered
to the Administrative Agent at the Notice Office for the account of each of the
Lenders and, except for the Notes, in sufficient counterparts or copies for each
of the Lenders and shall be in form and substance satisfactory to the Agents and
the Required Lenders.

                  SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In
order to induce the Lenders to enter into this Agreement and to make the Loans
and issue and/or participate in the Letters of Credit provided for herein, each
of Holdings and the Borrower makes the following representations, warranties and
agreements with the Lenders, in each case after giving effect to the
Transaction, all of which shall survive the execution and delivery of this
Agreement, the



                                      -42-
<PAGE>   44

making of the Loans and the issuance of the Letters of Credit (with the
occurrence of the Restatement Effective Date and each Credit Event on or after
the Restatement Effective Date being deemed to constitute a representation and
warranty that the matters specified in this Section 7 are true and correct in
all material respects on and as of the Restatement Effective Date and on the
date of each such Credit Event, unless stated to relate to a specific earlier
date in which case such representations and warranties shall be true and correct
in all material respects as of such earlier date):

                  7.01 CORPORATE STATUS. Each of Holdings and each of its
Subsidiaries (i) is a duly organized and validly existing corporation,
partnership or limited liability company, as the case may be, in good standing
under the laws of the jurisdiction of its organization, (ii) has the corporate,
partnership or limited liability company power and authority, as the case may
be, to own its property and assets and to transact the business in which it is
engaged and presently proposes to engage and (iii) is duly qualified and is
authorized to do business and is in good standing in all jurisdictions where it
is required to be so qualified and where the failure to be so qualified, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

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

                  7.03 NO VIOLATION. Neither the execution, delivery or
performance by any Credit Party of the Transaction Documents to which it is a
party, nor compliance by any Credit Party with the terms and provisions thereof,
nor the consummation of the transactions contemplated herein or therein, (i)
will contravene any applicable provision of any law, statute, rule or
regulation, or any order, writ, injunction or decree of any court or
governmental instrumentality, (ii) will conflict or be inconsistent with or
result in any breach of, any of the terms, covenants, conditions or provisions
of, or constitute a default under, or (other than pursuant to the Security
Documents) result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of Holdings or any of its
Subsidiaries pursuant to the terms of any indenture (including, without
limitation, the Senior Subordinated Note Indenture and the Seller Subordinated
Note Indenture), mortgage, deed of trust, loan agreement, credit agreement or
any other material agreement or instrument to which Holdings or any of its
Subsidiaries is a party or by which it or any of its property or assets are
bound or to which it may be subject (including, without limitation, the Existing
Indebtedness) or (iii) will violate any provision of the certificate of
incorporation or by-laws (or equivalent organizational documents) of Holdings or
any of its Subsidiaries.



                                      -43-
<PAGE>   45

                  7.04 LITIGATION. There are no actions, suits, proceedings or
investigations pending or, to the best knowledge of Holdings and the Borrower,
threatened with respect to Holdings or any of its Subsidiaries that, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. Additionally, there does not exist any judgment, order
or injunction prohibiting or imposing material adverse conditions upon the
occurrence of any Credit Event.

                  7.05 USE OF PROCEEDS; MARGIN REGULATIONS. (a) All proceeds of
B Term Loans incurred pursuant to Section 1.01(b)(II) and all proceeds of C Term
Loans incurred on the Restatement Effective Date shall be used by the Borrower
(i) first, to finance the Transaction and to pay fees and expenses incurred in
connection therewith and (ii) second, for the Borrower's and its Subsidiaries'
working capital purposes.

                  (b) The proceeds of all Revolving Loans and Swingline Loans
shall be utilized for the general corporate and working capital purposes of the
Borrower and its Subsidiaries (including to effect Permitted Acquisitions and
make Capital Expenditures, in each case to the extent permitted by this
Agreement), PROVIDED that (x) not more than $4,000,000 of proceeds of Revolving
Loans in the aggregate may be used to finance the Transaction and to pay the
fees and expenses incurred in connection therewith and (y) not more than
$25,000,000 of proceeds of Revolving Loans and Swingline Loans in the aggregate
from and after the Restatement Effective Date may be used to finance Permitted
Acquisitions.

                  (c) Neither the making of any Loan, nor the use of the
proceeds thereof, nor the occurrence of any other Credit Event, will violate or
be inconsistent with the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System and no part of any Credit Event (or the
proceeds thereof) will be used to purchase or carry any Margin Stock or to
extend credit for the purpose of purchasing or carrying any Margin Stock.

                  7.06 GOVERNMENTAL APPROVALS. Except as may have been obtained
or made on or prior to the Restatement Effective Date (and which remain in full
force and effect on the Restatement Effective Date), no order, consent,
approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by, any foreign or domestic governmental or
public body or authority, or any subdivision thereof, is required to authorize
or is required in connection with (i) the execution, delivery and performance of
any Transaction Document or (ii) the legality, validity, binding effect or
enforceability of any Transaction Document.

                  7.07 INVESTMENT COMPANY ACT. Neither Holdings nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

                  7.08 PUBLIC UTILITY HOLDING COMPANY ACT. Neither Holdings nor
any of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, as amended.




                                      -44-
<PAGE>   46

                  7.09 TRUE AND COMPLETE DISCLOSURE. All factual information
(excluding the Projections, which are subject to Section 7.10(e)) (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of Holdings or
any of its Subsidiaries in writing to the Administrative Agent or any Lender
(including, without limitation, all information contained in the Transaction
Documents) for purposes of or in connection with this Agreement or any
transaction contemplated herein or therein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of any such
Persons in writing to the Administrative Agent or any Lender will be, true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any material fact
necessary to make such information (taken as a whole) not misleading at such
time in light of the circumstances under which such information was provided.

                  7.10 FINANCIAL CONDITION; FINANCIAL STATEMENTS. (a) On and as
of the Restatement Effective Date, on a PRO FORMA basis after giving effect to
the Transaction and all other transactions contemplated by the Transaction
Documents and to all Indebtedness incurred, and to be incurred, and Liens
created, and to be created, by each Credit Party in connection therewith, with
respect to each of Holdings and the Borrower (both individually and on a
consolidated basis) (x) the sum of the assets (including capital stock and
promissory notes), at a fair valuation, of each of Holdings and the Borrower
will exceed its debts, (y) it has not incurred nor intended to, nor believes
that it will, incur debts beyond its ability to pay such debts as such debts
mature and (z) it will have sufficient capital with which to conduct its
business. For purposes of this Section 7.10(a), "debt" means any liability on a
claim, and "claim" means (i) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii)
right to an equitable remedy for breach of performance if such breach gives rise
to a payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

                  (b) (i) The consolidated balance sheets of Holdings and its
Subsidiaries for the fiscal year ended September 30, 2000, and for the fiscal
quarter ended March 31, 2001, and the related consolidated statements of income,
cash flows and shareholders' equity of Holdings and its Subsidiaries for the
fiscal year and fiscal quarter ended on such dates, copies of which have been
furnished to the Lenders prior to the Restatement Effective Date, present fairly
in all material respects the consolidated financial position of Holdings and its
Subsidiaries at the date of such balance sheets and the consolidated results of
the operations of Holdings and its Subsidiaries for the periods covered thereby.
All of the foregoing historical financial statements have been prepared in
accordance with GAAP consistently applied except as disclosed in the notes
thereto and, in the case of the six month financial statements, the absence of
footnotes and normal year-end audit adjustments.

                  (ii) The consolidated balance sheet of the Acquired Business
for the fiscal year ended December 31, 2000, and the related consolidated
statements of income, cash flows and shareholders' equity of the Acquired
Business for the fiscal year ended on such date, copies of which have been
furnished to the Lenders prior to the Restatement Effective Date, present fairly
in all material respects the consolidated financial position of the Acquired
Business at the date of such balance sheet and the consolidated results of the
operations of the Acquired Business for the



                                      -45-
<PAGE>   47

period covered thereby. All of the foregoing historical statements have been
prepared in accordance with GAAP consistently applied except as disclosed in the
notes thereto.

                  (iii) The PRO FORMA consolidated financial statements of
Holdings and its Subsidiaries at March 31, 2001 after giving effect to the
Transaction and the financing therefor, copies of which have been furnished to
the Lenders prior to the Restatement Effective Date, present fairly in all
material respects the PRO FORMA consolidated financial position of Holdings and
its Subsidiaries as of March 31, 2001 and the PRO FORMA consolidated results of
operations of Holdings and its Subsidiaries for the twelve-month period ended on
March 31, 2001 (other than to reflect any changes that may result from any
purchase accounting adjustments as part of the Acquisition). Such PRO FORMA
financial statements have been prepared on a basis consistent with the
historical financial statements set forth in clause (i) (or in the case of the
Acquired Business, clause (ii)) of this Section 7.10(b) (other than to reflect
any changes that may result from any purchase accounting adjustments as part of
the Acquisition).

                  (c) Since September 30, 2000 (but after giving effect to the
Transaction as if same had occurred prior thereto), nothing has occurred that
has had, or could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

                  (d) Except as fully reflected in the financial statements
described in Section 7.10(b) and the Indebtedness incurred under the Transaction
Documents, (i) there were as of the Restatement Effective Date (and after giving
effect to any Loans made on such date), no liabilities or obligations (excluding
current obligations incurred in the ordinary course of business) with respect to
Holdings or any of its Subsidiaries of any nature whatsoever (whether absolute,
accrued, contingent or otherwise and whether or not due) and (ii) neither
Holdings nor the Borrower knows of any basis for the assertion against Holdings
or any of its Subsidiaries of any such liability or obligation which as to
clauses (i) and (ii) above, either individually or in the aggregate, are or
could be reasonably likely to have, a Material Adverse Effect.

                  (e) The Projections have been prepared on a basis consistent
with the financial statements referred to in Section 7.10(b) (except as may
otherwise be indicated in the Projections), and are based on good faith
estimates and assumptions made by the management of Holdings. On the Restatement
Effective Date (i) such management believed that the Projections were reasonable
and attainable and (ii) there is no fact known to Holdings or any of its
Subsidiaries which could have a Material Adverse Effect which has not been
disclosed herein or in such other documents, certificates and statements
furnished to the Lenders for use in connection with the transactions
contemplated hereby.

                  7.11 SECURITY INTERESTS. On and after the Restatement
Effective Date, each of the Security Documents creates (or after the execution
and delivery thereof will create), as security for the Obligations, a valid and
enforceable perfected security interest in and Lien on all of the Collateral
subject thereto, superior to and prior to the rights of all third Persons, and
subject to no other Liens (other than Permitted Liens), in favor of the
Collateral Agent. No filings or recordings are required in order to perfect (or
maintain the perfection or priority of) the security interests created under any
Security Document except for filings or recordings which shall have been made on
or prior to the tenth day after the Restatement Effective Date as contemplated
by



                                      -46-
<PAGE>   48

Section 5.10(b) with respect to the assets acquired as part of the Transaction
or on or prior to the execution and delivery thereof as contemplated by Sections
8.11, 8.12 and 9.15.

                  7.12 TRANSACTION. At the time of consummation thereof, the
Transaction shall have been consummated in all material respects in accordance
with the terms of the respective Transaction Documents and all applicable laws.
At the time of consummation thereof, all necessary and material consents and
approvals of, and filings and registrations with, and all other actions in
respect of, all governmental agencies, authorities or instrumentalities required
to make or consummate the Transaction have been obtained, given, filed or taken
or waived and are or will be in full force and effect (or effective judicial
relief with respect thereto has been obtained). All applicable waiting periods
with respect thereto have or, prior to the time when required, will have,
expired without, in all such cases, any action being taken by any competent
authority which restrains, prevents, or imposes material adverse conditions upon
the Transaction. Additionally, there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon the
Transaction, or the occurrence of any Credit Event or the performance by
Holdings and its Subsidiaries of their respective obligations under the
Transaction Documents and all applicable laws. At the time of consummation
thereof, the Transaction shall have been consummated in all material respects in
accordance with the respective Transaction Documents and all applicable laws.

                  7.13 COMPLIANCE WITH ERISA. (a) Annex III sets forth, as of
the Restatement Effective Date, each Plan and each Multiemployer Plan. Each Plan
(and each related trust, insurance contract or fund) is in material compliance
with its terms and with all applicable laws, including, without limitation,
ERISA and the Code; each plan (and each related trust, if any) which is intended
to be qualified under Section 401(a) of the Code has received a determination
letter from the Internal Revenue Service to the effect that it meets the
requirements of Sections 401(a) and 501(a) of the Code; no Reportable Event has
occurred which could reasonably be expected to result in a liability of
$1,000,000 or more; no Multiemployer Plan is insolvent or in reorganization; no
Plan has an Unfunded Current Liability which, when added to the aggregate amount
of Unfunded Current Liabilities with respect to all other Plans and the amounts
described in the last sentence of Section 7.13(b) with respect to Foreign
Pension Plans, exceeds $3,700,000; no Plan which is subject to Section 412 of
the Code or Section 302 of ERISA has an accumulated funding deficiency, within
the meaning of such sections of the Code or ERISA, or has applied for or
received a waiver of an accumulated funding deficiency or an extension of any
amortization period, within the meaning of Section 412 of the Code or Section
303 or 304 of ERISA; all contributions required to be made with respect to a
Plan and a Multiemployer Plan have been timely made; neither Holdings nor any
Subsidiary of Holdings nor any ERISA Affiliate has incurred any material
liability (including any indirect, contingent or secondary liability) to or on
account of a Plan or a Multiemployer Plan pursuant to Section 409, 502(i),
502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section
401(a)(29), 4971 or 4975 of the Code or expects to incur any such material
liability under any of the foregoing sections with respect to any Plan or a
Multiemployer Plan; no condition exists which presents a material risk to
Holdings or any Subsidiary of Holdings or any ERISA Affiliate of incurring a
material liability to or on account of a Plan or a Multiemployer Plan pursuant
to the foregoing provisions of ERISA and the Code; no proceedings have been
instituted to terminate or appoint a trustee to administer any Plan which is
subject to Title IV or ERISA; the PBGC has not requested



                                      -47-
<PAGE>   49

orally or in writing that Holdings or any Subsidiary or any ERISA Affiliate post
a bond or furnish security or make additional contributions to a Plan on account
of a Reportable Event which has occurred with respect to a Plan; the PBGC has
not notified Holdings or any Subsidiary or any ERISA Affiliate orally or in
writing that the PBGC intends to take any action as a result of a Reportable
Event that, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect; no action, suit, proceeding,
hearing, audit or investigation with respect to the administration, operation or
the investment of assets of any Plan (other than routine claims for benefits) is
pending, expected or, to the knowledge of Holdings or the Borrower, threatened;
using actuarial assumptions and computation methods consistent with Part 1 of
subtitle E of Title IV of ERISA, the aggregate liabilities of Holdings and its
Subsidiaries and its ERISA Affiliates to all Multiemployer Plans in the event of
a complete withdrawal therefrom, as of the close of the most recent fiscal year
of each such Multiemployer Plan ended prior to the date of the most recent
Credit Event, would not exceed $1,000,000, each group health plan (as defined in
Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has
covered employees or former employees of Holdings, any Subsidiary of Holdings,
or any ERISA Affiliate has at all times been operated in material compliance
with the provisions of Part 6 of subtitle B of Title I of ERISA and Section
4980B of the Code; no lien imposed under the Code or ERISA on the assets of
Holdings or any Subsidiary of Holdings or any ERISA Affiliate exists or is
likely to arise on account of any Plan or Multiemployer Plan; and Holdings and
its Subsidiaries may cease contributions to or terminate any employee benefit
plan maintained by any of them without incurring any liability which could
reasonably be expected to have a Material Adverse Effect.

                  (b) Each Foreign Pension Plan, if any, has been maintained in
material compliance with its terms and with the requirements of any and all
applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing with applicable regulatory
authorities. All contributions required to be made with respect to a Foreign
Pension Plan, if any, have been timely made. Neither Holdings nor any of its
Subsidiaries has incurred any material obligation in connection with the
termination of or withdrawal from any Foreign Pension Plan. The present value of
the accrued benefit liabilities (whether or not vested) under each Foreign
Pension Plan, determined as of the end of Holdings' most recently ended fiscal
year on the basis of actuarial assumptions, each of which is reasonable, when
added to the aggregate amount of Unfunded Current Liabilities with respect to
all other Plans determined as of the end of Holdings' most recently completed
fiscal year, did not exceed the current value of the assets of such Foreign
Pension Plan allocable to such benefit liabilities by more than $3,700,000.

                  7.14 CAPITALIZATION. (a) On the Restatement Effective Date and
after giving effect to the Transaction and the other transactions contemplated
hereby, the authorized capital stock of Holdings shall consist of 1,075,000
shares, consisting of (i) 900,000 shares of Common Stock par value $.01 per
share, of which 119,814 shares shall be issued and outstanding, (ii) 100,000
shares of Class A Common Stock, par value $.01 per share (together with the
Common Stock referred to above, the "Holdings Common Stock"), of which no shares
shall be issued and outstanding, and (iii) 75,000 shares of preferred stock,
$.01 par value, of which 15,000 shares shall be issued and outstanding. All such
outstanding shares have been duly and validly issued and are fully paid and
nonassessable. Holdings does not have outstanding any securities convertible
into or exchangeable for its capital stock or outstanding any rights to
subscribe for or



                                      -48-
<PAGE>   50

to purchase, or any options for the purchase of, or any agreement providing for
the issuance (contingent or otherwise) of, or any calls, commitments or claims
of any character relating to, its capital stock, except for options, rights or
warrants that have been or may be issued from time to time to purchase shares of
Holdings Common Stock.

                  (b) On the Restatement Effective Date and after giving effect
to the Transaction and the other transactions contemplated hereby, the
authorized capital stock of the Borrower shall consist of 1,000 shares of common
stock, $.01 par value per share, of which 100 shares shall be issued and
outstanding, owned by Holdings and pledged by Holdings pursuant to the Pledge
Agreement. All such outstanding shares have been duly and validly issued and are
fully paid and nonassessable. The Borrower does not have outstanding any
securities convertible into or exchangeable for its capital stock or outstanding
any rights to subscribe for or to purchase, or any options for the purchase of,
or any agreements providing for the issuance (contingent or otherwise) of, or
any calls, commitments or claims of any character relating to, its capital
stock.

                  (c) All outstanding shares of capital stock of each Subsidiary
of Holdings have been duly and validly issued, are fully paid and non-assessable
and have been issued free of preemptive rights. No Subsidiary of Holdings has
outstanding any securities convertible into or exchangeable for its capital
stock or outstanding any right to subscribe for or to purchase, or any options
or warrants for the purchase of, or any agreement providing for the issuance
(contingent or otherwise) of or any calls, commitments or claims of any
character relating to, its capital stock or any stock appreciation or similar
rights.

                  7.15 SUBSIDIARIES. On and as of the Restatement Effective Date
and after giving effect to the consummation of the Transaction, Holdings has no
Subsidiaries other than the Borrower and its Subsidiaries, and the Borrower has
no Subsidiaries other than those Subsidiaries listed on Annex IV. Annex IV
correctly sets forth, as of the Restatement Effective Date and after giving
effect to the Transaction, the percentage ownership (direct and indirect) of the
Borrower in each class of capital stock of each of its Subsidiaries and also
identifies the direct owner thereof.

                  7.16 INTELLECTUAL PROPERTY, ETC. Each of Holdings and each of
its Subsidiaries owns all patents, trademarks, permits, service marks, trade
names, technology, copyrights, licenses, franchises and formulas, or other
rights with respect to the foregoing, and has obtained assignments of all leases
and other rights of whatever nature, and has in full force and effect all
accreditations and certifications, reasonably necessary for the conduct of its
business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, either individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.

                  7.17 COMPLIANCE WITH STATUTES, ETC. Each of Holdings and each
of its Subsidiaries is in compliance with all applicable statutes, regulations,
rules and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such non-compliance as could
not, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



                                      -49-
<PAGE>   51

                  7.18 ENVIRONMENTAL MATTERS. (a) Each of Holdings and each of
its Subsidiaries has complied with, and on the date of each Credit Event is in
compliance with, all applicable Environmental Laws and the requirements of any
permits issued under such Environmental Laws and neither Holdings nor any of its
Subsidiaries is liable for any penalties, fines or forfeitures for failure to
comply with any of the foregoing. There are no pending or, to the best knowledge
of Holdings or the Borrower, threatened Environmental Claims against Holdings or
any of its Subsidiaries or any Real Property owned, leased or operated by
Holdings or any of its Subsidiaries. There are no facts, circumstances,
conditions or occurrences on any Real Property owned, leased or operated by
Holdings or any of its Subsidiaries or, to the best knowledge of Holdings or the
Borrower, on any property adjoining or in the vicinity of any such Real Property
that could reasonably be expected (i) to form the basis of an Environmental
Claim against Holdings or any of its Subsidiaries or any such Real Property or
(ii) to cause any such Real Property to be subject to any restrictions on the
ownership, occupancy, use or transferability of such Real Property by Holdings
or any of its Subsidiaries under any applicable Environmental Law.

                  (b) Hazardous Materials have not at any time been generated,
used, treated or stored on, or transported to or from, any Real Property owned,
leased or operated by Holdings or any of its Subsidiaries except in compliance
with all applicable Environmental Laws and as reasonably required in connection
with the operation, use and maintenance of such Real Property by Holdings' or
such Subsidiary's business. Hazardous Materials have not at any time been
Released on or from any Real Property owned, leased or operated by Holdings or
any of its Subsidiaries. There are not now any underground storage tanks located
on any Real Property owned, leased or operated by Holdings or any of its
Subsidiaries.

                  (c) Notwithstanding anything to the contrary in this Section
7.18, the representations and warranties made in this Section 7.18 shall only be
untrue if the effect of any or all conditions, failures, noncompliances,
Environmental Claims, Releases and presence of underground storage tanks, in
each case of the types described above, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

                  7.19 PROPERTIES. All Real Property owned by Holdings and its
Subsidiaries and all Leaseholds leased by Holdings and its Subsidiaries, in each
case as of the Restatement Effective Date and after giving effect to the
Transaction, and the nature of the interest therein, is correctly set forth in
Annex V. Each of Holdings and each of its Subsidiaries has good and marketable
title to, or a validly subsisting leasehold interest in, all material properties
owned or leased by it, including all Real Property reflected in Annex V or in
the financial statements referred to in Section 7.10(b), free and clear of all
Liens, other than Permitted Liens.

                  7.20 LABOR RELATIONS. Neither Holdings nor any of its
Subsidiaries is engaged in any unfair labor practice that, either individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect. There is (i) no unfair labor practice complaint pending against Holdings
or any of its Subsidiaries or threatened against any of them, before the
National Labor Relations Board, and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so pending
against Holdings or any of its Subsidiaries or threatened against any of them,
(ii) no strike, labor dispute, slowdown or stoppage pending against Holdings or
any of its Subsidiaries or threatened against Holdings or



                                      -50-
<PAGE>   52

any of its Subsidiaries and (iii) no union representation question existing with
respect to the employees of Holdings or any of its Subsidiaries and no union
organizing activities are taking place, except as could not, either individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.

                  7.21 TAX RETURNS AND PAYMENTS. Each of Holdings and each of
its Subsidiaries has filed all federal income tax returns and all other material
tax returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, except for
those contested in good faith and adequately disclosed and fully provided for on
the financial statements of Holdings and its Subsidiaries in accordance with
GAAP. Each of Holdings and each of its Subsidiaries has at all times paid, or
has provided adequate reserves (in the good faith judgment of the management of
Holdings) for the payment of, all federal, state and foreign income taxes
applicable for all prior fiscal years and for the current fiscal year to date.
There is no action, suit, proceeding, investigation, audit, or claim now pending
or, to the knowledge of Holdings or any of its Subsidiaries, threatened by any
authority regarding any taxes relating to Holdings or any of its Subsidiaries
which, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect. As of the Restatement Effective Date, neither
Holdings nor any of its Subsidiaries has entered into an agreement or waiver or
been requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of Holdings or any of
its Subsidiaries, or is aware of any circumstances that would cause the taxable
years or other taxable periods of Holdings or any of its Subsidiaries not to be
subject to the normally applicable statute of limitations.

                  7.22 EXISTING INDEBTEDNESS. Annex VI sets forth a true and
complete list of all Indebtedness of Holdings and its Subsidiaries as of the
Restatement Effective Date and which is to remain outstanding after giving
effect to the Transaction (excluding the Obligations, the Senior Subordinated
Notes and the Seller Subordinated Notes, the "Existing Indebtedness"), in each
case showing the aggregate principal amount thereof and the name of the
respective borrower and any other entity which directly or indirectly guaranteed
such debt.

                  7.23 INSURANCE. Set forth on Annex VII is a true, correct and
complete summary of all insurance carried (including amounts thereof) by each
Credit Party on and as of the Restatement Effective Date.

                  7.24 REPRESENTATIONS AND WARRANTIES IN OTHER DOCUMENTS. All
representations and warranties set forth in the other Transaction Documents were
true and correct in all material respects at the time as of which such
representations and warranties were made (or deemed made) and shall be true and
correct in all material respects as of the Restatement Effective Date as if such
representations or warranties were made on and as of such date, unless stated to
relate to a specific earlier date, in which case such representations or
warranties shall be true and correct in all material respects as of such earlier
date.

                  7.25 SPECIAL PURPOSE CORPORATIONS. Holdings has no significant
assets (other than the capital stock of the Borrower and immaterial assets used
for the performance of those activities permitted to be performed by Holdings
pursuant to Section 9.01(b)(i)) or liabilities



                                      -51-
<PAGE>   53

(other than under this Agreement and the other Transaction Documents to which it
is a party and those liabilities permitted to be incurred by Holdings pursuant
to Section 9.01(b)(i)).

                  7.26 SUBORDINATED NOTES; ETC. (a) The subordination provisions
contained in the Senior Subordinated Notes and in the other Senior Subordinated
Note Documents are enforceable against the respective Credit Parties party
thereto and the holders of the Senior Subordinated Notes, and all Obligations
and Guaranteed Obligations (as defined herein and in the Subsidiaries Guaranty)
are within the definition of "Senior Debt" included in such subordination
provisions.

                  (b) The subordination provisions contained in the Seller
Subordinated Notes and in the other Seller Subordinated Note Documents are
enforceable against Holdings and the holders of the Seller Subordinated Notes,
and all Guaranteed Obligations are within the definition of "Senior Debt"
included in such subordination provisions.

                  (c) After the issuance thereof, the subordination provisions
contained in any Additional Subordinated Debt will be enforceable against
Holdings or the Borrower, as the case may be, and the holders of the Additional
Subordinated Debt, and all Obligations and Guaranteed Obligations (as
applicable) will be within the definition of "Senior Debt" included in such
subordinated provisions.

                  (d) After the issuance thereof, the subordination provisions
contained in any Shareholder Subordinated Note will be enforceable against
Holdings and the holders of such Shareholder Subordinated Note, and all
Guaranteed Obligations (as defined herein) will be within the definition of
"Senior Indebtedness" included in such subordinated provisions.

                  SECTION 8. AFFIRMATIVE COVENANTS. Holdings and the Borrower
hereby covenant and agree that as of the Restatement Effective Date and
thereafter for so long as this Agreement is in effect and until the Total
Commitment has terminated, no Letters of Credit or Notes are outstanding and the
Loans and Unpaid Drawings, together with interest, Fees and all other
Obligations (other than any indemnities described in Section 13.13 which are not
then due and payable) incurred hereunder, are paid in full:

                  8.01 INFORMATION COVENANTS. Holdings will furnish, or will
cause to be furnished, to each Lender:

                  (a) MONTHLY REPORTS. Within 30 days after the end of each
fiscal month of Holdings, the consolidated balance sheet of Holdings and its
Subsidiaries as at the end of such fiscal month and the related consolidated
statements of income for such fiscal month and for the elapsed portion of the
fiscal year ended with the last day of such fiscal month, in each case setting
forth comparative figures for the corresponding fiscal month in the prior fiscal
year and comparable budgeted figures for such fiscal month as set forth in the
respective budget delivered pursuant to Section 8.01(d), all of which shall be
certified by the chief financial officer or other Authorized Officer of Holdings
that they fairly present in all material respects on a basis consistent with
GAAP the financial condition of Holdings and its Subsidiaries as of the dates



                                      -52-
<PAGE>   54

indicated and the results of their operations and changes in their cash flows
for the periods indicated, subject to normal year-end audit adjustments and the
absence of footnotes.

                  (b) QUARTERLY FINANCIAL STATEMENTS. Within 45 days after the
close of the first three quarterly accounting periods in each fiscal year of
Holdings, (i) the consolidated balance sheet of Holdings and its Subsidiaries as
at the end of such quarterly accounting period and the related consolidated
statements of income and retained earnings and cash flows for such quarterly
accounting period and for the elapsed portion of the fiscal year ended with the
last day of such quarterly accounting period, in each case setting forth
comparative figures for the corresponding quarterly accounting period in the
prior fiscal year and comparable budgeted figures for such quarterly accounting
period as set forth in the respective budget delivered pursuant to Section
8.01(d) and (ii) management's discussion and analysis of the important
operational and financial developments during such quarterly accounting period,
all of which shall be in reasonable detail and certified by the chief financial
officer or other Authorized Officer of Holdings that they fairly present in all
material respects in accordance with GAAP the financial condition of Holdings
and its Subsidiaries as of the dates indicated and the results of their
operations and changes in their cash flows for the periods indicated, subject to
normal year-end audit adjustments and the absence of footnotes.

                  (c) ANNUAL FINANCIAL STATEMENTS. Within 90 days after the
close of each fiscal year of Holdings, the consolidated balance sheet of
Holdings and its Subsidiaries as at the end of such fiscal year and the related
consolidated statements of income and retained earnings and cash flows for such
fiscal year and setting forth comparative consolidated figures for the preceding
fiscal year and comparable budgeted figures for such fiscal year as set forth in
the respective budget delivered pursuant to Section 8.01(d) and (except for such
comparable budgeted figures) certified by Deloitte & Touche, LLP or such other
independent certified public accountants of recognized national standing as
shall be reasonably acceptable to the Administrative Agent, in each case to the
effect that such statements fairly present in all material respects the
financial condition of Holdings and its Subsidiaries as of the dates indicated
and the results of their operations and changes in its financial position for
the periods indicated in conformity with GAAP applied on a basis consistent with
prior years, together with a certificate of such accounting firm stating that in
the course of its regular audit of the business of Holdings and its
Subsidiaries, which audit was conducted in accordance with generally accepted
auditing standards, no Default or Event of Default relating to financial or
accounting matters which has occurred and is continuing has come to their
attention or, if such a Default or an Event of Default has come to their
attention, a statement as to the nature thereof (it being understood that such
accounting firm shall not have any liability for failure to obtain knowledge of
any Default or Event of Default).

                  (d) BUDGETS, ETC. As soon as available but not more than 45
days after the commencement of each fiscal year of Holdings, a budget of
Holdings and its Subsidiaries (x) in reasonable detail for each of the twelve
months and four fiscal quarters of such fiscal year and (y) in summary form for
each of the four fiscal years immediately following such fiscal year, in each
case as customarily prepared by management for its internal use setting forth,
with appropriate discussion, the principal assumptions upon which such budgets
are based. Together with each delivery of financial statements pursuant to
Sections 8.01(a), (b) and (c), a comparison of the



                                      -53-
<PAGE>   55

current year to date financial results (other than in respect of the balance
sheets included therein) against the budgets required to be submitted pursuant
to this clause (d) also shall be presented.

                  (e) OFFICER'S CERTIFICATES. At the time of the delivery of the
financial statements provided for in Sections 8.01(a), (b) and (c), a
certificate of the chief financial officer or other Authorized Officer of
Holdings to the effect that no Default or Event of Default exists or, if any
Default or Event of Default does exist, specifying the nature and extent
thereof, which certificate shall, if delivered in connection with the financial
statements in respect of a period ending on the last day of a fiscal quarter or
fiscal year of Holdings, set forth (in reasonable detail) the calculations
required to establish (x) whether Holdings and its Subsidiaries were in
compliance with the provisions of Sections 3.03(e), 4.02(a), 4.02(f), 4.02(g),
4.02(h), 4.02(i), 8.14, 9.02, 9.04, 9.05, 9.06(ii), 9.06(v) and 9.08 through and
including 9.11, as at the end of such fiscal quarter or year, as the case may
be, and (y) the Senior Leverage Ratio as at the end of such fiscal quarter or
year, as the case may be. In addition, at the time of the delivery of the
financial statements provided for in Section 8.01(c), a certificate of the chief
financial officer or other Authorized Officer of Holdings setting forth (in
reasonable detail) the amount of, and calculations required to establish the
amount of, Excess Cash Flow for the Excess Cash Flow Payment Period ending on
the last day of the respective fiscal year.

                  (f) NOTICE OF DEFAULT OR LITIGATION; ETC. Promptly, and in any
event within three Business Days after an officer of Holdings or any of its
Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any
event which constitutes a Default or an Event of Default, which notice shall
specify the nature and period of existence thereof and what action Holdings or
the Borrower proposes to take with respect thereto, (ii) the occurrence of any
event that constitutes an "Event of Non-Compliance" under, and as defined in,
Holdings' certificate of designation for the 16% Redeemable Preferred Stock,
(iii) any litigation or proceeding pending or threatened (x) against Holdings or
any of its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect, (y) with respect to any material Indebtedness of Holdings or any
of its Subsidiaries or (z) with respect to any Transaction Document, (iv) any
material governmental investigation pending or threatened against Holdings or
any of its Subsidiaries and (v) any other event which could reasonably be
expected to have a Material Adverse Effect.

                  (g) AUDITORS' REPORTS. Promptly upon receipt thereof, a copy
of each report or "management letter" submitted to Holdings or any of its
Subsidiaries by its independent accountants in connection with any annual,
interim or special audit made by them of the books of Holdings or any of its
Subsidiaries and the management's non-privileged responses thereto.

                  (h) ENVIRONMENTAL MATTERS. Promptly after obtaining knowledge
of any of the following (but only to the extent that any of the following,
either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect), written notice of:

               (i) any pending or threatened Environmental Claim against
         Holdings or any of its Subsidiaries or any Real Property owned, leased
         or operated by Holdings or any of its Subsidiaries;



                                      -54-
<PAGE>   56

              (ii) any condition or occurrence on any Real Property owned,
         leased or operated by Holdings or any of its Subsidiaries that (x)
         results in noncompliance by Holdings or any of its Subsidiaries with
         any applicable Environmental Law or (y) could reasonably be anticipated
         to form the basis of an Environmental Claim against Holdings or any of
         its Subsidiaries or any such Real Property;

             (iii) any condition or occurrence on any Real Property owned,
         leased or operated by Holdings or any of its Subsidiaries that could
         reasonably be anticipated to cause such Real Property to be subject to
         any restrictions on the ownership, occupancy, use or transferability by
         Holdings or its Subsidiary, as the case may be, of its interest in such
         Real Property under any Environmental Law; and

              (iv) the taking of any removal or remedial action in response to
         the actual or alleged presence of any Hazardous Material on any Real
         Property owned, leased or operated by Holdings or any of its
         Subsidiaries.

All such notices shall describe in reasonable detail the nature of the claim,
investigation, condition, occurrence or removal or remedial action and Holdings'
or the Borrower's response or proposed response thereto. In addition, Holdings
agrees to provide the Lenders with copies of all material communications by
Holdings or any of its Subsidiaries with any Person, government or governmental
agency relating to any of the matters set forth in clauses (i)-(iv) above, and
such detailed reports relating to any of the matters set forth in clauses
(i)-(iv) above as may reasonably be requested by the Administrative Agent or the
Required Lenders.

                  (i) OTHER INFORMATION. Promptly upon transmission thereof,
copies of any filings and registrations with, and reports to, the SEC by
Holdings or any of its Subsidiaries and copies of all financial statements,
proxy statements, notices and reports as Holdings or any of its Subsidiaries
shall send generally to analysts and the holders of their capital stock in their
capacity as such holders (to the extent not theretofore delivered to the Lenders
pursuant to this Agreement) and, with reasonable promptness, such other
information or documents (financial or otherwise) as the Administrative Agent on
its own behalf or on behalf of the Required Lenders may reasonably request from
time to time.

                  8.02 BOOKS, RECORDS AND INSPECTIONS; ANNUAL MEETING WITH
LENDERS. (a) Holdings and the Borrower will, and will cause each of their
respective Subsidiaries to, keep proper books of record and account in which
full, true and correct entries in conformity with GAAP and all requirements of
law shall be made of all dealings and transactions in relation to its business
and activities. Holdings and the Borrower will, and will cause each of their
respective Subsidiaries to, permit, upon notice to the chief financial officer
or other Authorized Officer of Holdings or the Borrower, officers and designated
representatives of the Administrative Agent or the Required Lenders to visit and
inspect any of the properties or assets of Holdings and any of its Subsidiaries
in whomsoever's possession, and to examine the books of account of Holdings and
any of its Subsidiaries and discuss the affairs, finances and accounts of
Holdings and of any of its Subsidiaries with, and be advised as to the same by,
their officers and independent accountants, all at such reasonable times and
intervals and to such reasonable extent as the Administrative Agent or the
Required Lenders may desire.



                                      -55-
<PAGE>   57

                  (b) At the request of the Administrative Agent, Holdings will
within 120 days after the close of each of its fiscal years, hold a meeting (at
a mutually agreeable location and time) with all of the Lenders at which meeting
shall be reviewed the financial results of the previous fiscal year and the
financial condition of Holdings and its Subsidiaries and the budgets presented
for the current fiscal year of Holdings and its Subsidiaries.

                  8.03 INSURANCE. (a) Holdings and the Borrower will, and will
cause each of their respective Subsidiaries to, (i) maintain, with financially
sound and reputable insurance companies, insurance on all its property in at
least such amounts and against at least such risks as is consistent and in
accordance with industry practice and (ii) furnish to the Administrative Agent
and each of the Lenders, upon request, full information as to the insurance
carried. In addition to the requirements of the immediately preceding sentence,
Holdings and the Borrower will at all times cause insurance of the types
described in Annex VII to be maintained (with the same scope of coverage as that
described in Annex VII) at levels which are at least as great as the respective
amount described opposite the respective type of insurance on Annex VII. Such
insurance shall include physical damage insurance on all real and personal
property (whether now owned or hereafter acquired) on an all risk basis,
covering the full repair and replacement costs of all such property and business
interruption insurance for the actual loss sustained. The provisions of this
Section 8.03 shall be deemed supplemental to, but not duplicative of, the
provisions of any Security Documents that require the maintenance of insurance.

                  (b) Holdings and the Borrower will, and will cause each of
their respective Subsidiaries to, at all times keep the respective property of
Holdings and its Subsidiaries insured in favor of the Collateral Agent, and all
policies or certificates with respect to such insurance (i) shall be endorsed to
the Collateral Agent's satisfaction for the benefit of the Collateral Agent
(including, without limitation, by naming the Collateral Agent as certificate
holder and loss payee with respect to all property (real and personal),
additional insured with respect to general liability and umbrella liability
coverage and certificate holder with respect to workers' compensation
insurance), (ii) shall state that such insurance policies shall not be canceled
or materially changed without at least 30 days' prior written notice thereof by
the respective insurer to the Collateral Agent and (iii) shall be deposited with
the Collateral Agent.

                  (c) If Holdings or any of its Subsidiaries shall fail to
maintain all insurance in accordance with this Section 8.03, or if Holdings or
any of its Subsidiaries shall fail to so name the Collateral Agent as an
additional insured or loss payee, as the case may be, or so deposit all
certificates with respect thereto, the Administrative Agent and/or the
Collateral Agent shall have the right (but shall be under no obligation) to
procure such insurance, and the Credit Parties agree to jointly and severally
reimburse the Administrative Agent or the Collateral Agent, as the case may be,
for all costs and expenses of procuring such insurance.

                  8.04 PAYMENT OF TAXES. Holdings and the Borrower will pay and
discharge, and will cause each of their respective Subsidiaries to pay and
discharge, all taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits, or upon any properties belonging to it,
prior to the date on which penalties attach thereto, and all lawful claims for
sums that have become due and payable which, if unpaid, might become a Lien not
otherwise permitted under Section 9.03(a); PROVIDED that neither Holdings nor
any of its Subsidiaries shall



                                      -56-
<PAGE>   58


be required to pay any such tax, assessment, charge, levy or claim which is
being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with GAAP.

                  8.05 CORPORATE FRANCHISES. Holdings and the Borrower will do,
and will cause each of their respective Subsidiaries to do, or cause to be done,
all things necessary to preserve and keep in full force and effect its existence
and its material rights, franchises, authority to do business, licenses,
certifications, accreditations and patents; PROVIDED, HOWEVER, that (i) any
transaction permitted by Section 9.02 will not constitute a breach of this
Section 8.05 and (ii) nothing in this Section 8.05 shall prevent the withdrawal
by Holdings or any of its Subsidiaries of its qualification as a foreign
corporation in any jurisdiction where such withdrawal could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                  8.06 COMPLIANCE WITH STATUTES; ETC. Holdings and the Borrower
will, and will cause each of their respective Subsidiaries to, comply with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property except for such
noncompliance as could not, either individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

                  8.07 COMPLIANCE WITH ENVIRONMENTAL LAWS. (a) (i) Holdings and
the Borrower will comply, and will cause each of their respective Subsidiaries
to comply, with all Environmental Laws applicable to the ownership or use of its
Real Property now or hereafter owned, leased or operated by Holdings or any of
its Subsidiaries, will promptly pay or cause to be paid all costs and expenses
incurred in connection with such compliance, and will keep or cause to be kept
all such Real Property free and clear of any Liens imposed pursuant to such
Environmental Laws and (ii) neither Holdings nor any of its Subsidiaries will
generate, use, treat, store, Release or dispose of, or permit the generation,
use, treatment, storage, release or disposal of, Hazardous Materials on any Real
Property owned, leased or operated by Holdings or any of its Subsidiaries, or
transport or permit the transportation of Hazardous Materials to or from any
such Real Property, unless the failure to comply with the requirements specified
in clause (i) or (ii) above, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. If Holdings or any of
its Subsidiaries, or any tenant or occupant of any Real Property owned, leased
or operated by Holdings or any of its Subsidiaries, cause or permit any
intentional or unintentional act or omission resulting in the presence or
Release of any Hazardous Material (except in compliance with applicable
Environmental Laws), Holdings and the Borrower agree to undertake, and/or to
cause any of their respective Subsidiaries, tenants or occupants to undertake,
at their sole expense, any clean up, removal, remedial or other action required
pursuant to Environmental Laws to remove and clean up any Hazardous Materials
from any Real Property except where the failure to do so, either individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect; PROVIDED that neither Holdings nor any of its Subsidiaries shall be
required to comply with any such order or directive which is being contested in
good faith and by proper proceedings so long as it has maintained adequate
reserves with respect to such compliance to the extent required in accordance
with GAAP.



                                      -57-
<PAGE>   59

                  (b) At the written request of the Administrative Agent or the
Required Lenders, which request shall specify in reasonable detail the basis
therefor, at any time and from time to time, Holdings and Borrower will provide,
at their sole cost and expense, an environmental site assessment report
concerning any Real Property now or hereafter owned, leased or operated by
Holdings or any of its Subsidiaries, prepared by an environmental consulting
firm approved by the Administrative Agent, which approval shall not be
unreasonably withheld, addressing the matters in clause (i), (ii) or (iii) below
which gives rise to such request (or, in the case of a request pursuant to
following clause (i), addressing such matter as may be requested by the
Administrative Agent or the Required Lenders) and estimating the range of the
potential costs of any removal, remedial or other corrective action in
connection with any such matter, provided that in no event shall such request be
made unless (i) an Event of Default has occurred and is continuing, (ii) the
Lenders receive notice under Section 8.01(h) for any event for which notice is
required to be delivered for any such Real Property or (iii) the Administrative
Agent or the Required Lenders reasonably believe that there was a breach of any
representation, warranty or covenant contained in Section 7.18 or 8.07(a). If
Holdings or the Borrower fails to provide the same within 60 days after such
request was made, the Administrative Agent may order the same, and Holdings and
the Borrower shall grant and hereby grants, to the Administrative Agent and the
Lenders and their agents access to such Real Property and specifically grants,
the Administrative Agent and the Lenders and their agents an irrevocable
non-exclusive license, subject to the rights of tenants, to undertake such an
assessment, all at Holdings' expense.

                  8.08 ERISA. As soon as possible and, in any event, within ten
(10) days after Holdings, any Subsidiary of Holdings or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, Holdings
will deliver to each of the Lenders a certificate of the chief financial officer
or other Authorized Officer of Holdings setting forth in reasonable detail
information as to such occurrence and the action, if any, that Holdings, such
Subsidiary or such ERISA Affiliate is required or proposes to take, together
with any notices required or proposed to be given to or filed by Holdings, the
Subsidiary, the Plan administrator or such ERISA Affiliate to or with, the PBGC
or any other governmental agency, or a Plan or Multiemployer Plan participant,
and any notices received by Holdings, such Subsidiary or ERISA Affiliate from
the PBGC or other governmental agency or a Plan or Multiemployer Plan
participant or the Plan administrator with respect thereto: that a Reportable
Event has occurred (except to the extent that Holdings has previously delivered
to the Lenders a certificate and notices (if any) concerning such event pursuant
to the next clause hereof); that a contributing sponsor (as defined in Section
4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the
advance reporting requirement of PBGC Regulation Section 4043.61 (without regard
to subparagraph (b)(1) thereof), and an event described in subsection .62, .63,
 .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected
to occur with respect to such Plan within the following 30 days; that an
accumulated funding deficiency, within the meaning of Section 412 of the Code or
Section 302 of ERISA, has been incurred or an application is reasonably likely
to be or has been made for a waiver or modification of the minimum funding
standard (including any required installment payments) or an extension of any
amortization period under Section 412 of the Code or Section 303 or 304 of ERISA
with respect to a Plan; that any contribution required to be made with respect
to a Plan or Multiemployer Plan or Foreign Pension Plan has not been timely
made; that a Plan or Multiemployer Plan has been or is



                                      -58-
<PAGE>   60

reasonably likely to be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA; that the PBGC has requested orally or in
writing that Holdings or any Subsidiary of Holdings or any ERISA Affiliate post
a bond or furnish security to the PBGC or make additional contributions to a
Plan on account of a Reportable Event which has occurred with respect to a Plan;
or the PBGC has notified Holdings or any Subsidiary of Holdings or any ERISA
Affiliate orally or in writing that the PBGC intends to take any action as a
result of a Reportable Event that, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect; that a Plan has
an Unfunded Current Liability which, when added to the aggregate amount of
Unfunded Current Liabilities with respect to all other Plans, exceeds the
aggregate amount of such Unfunded Current Liabilities that existed on the
Original Effective Date by $500,000; that proceedings are reasonably likely to
be or have been instituted to terminate or appoint a trustee to administer a
Plan which is subject to Title IV of ERISA; that a proceeding has been
instituted pursuant to Section 515 of ERISA to collect a delinquent contribution
to a Plan or Multiemployer Plan; that Holdings, any Subsidiary of Holdings or
any ERISA Affiliate will or is reasonably likely to incur any material liability
(including any indirect, contingent, or secondary liability) to or on account of
the termination of or withdrawal from a Plan or Multiemployer plan under Section
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan or
Multiemployer Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or
Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan
(as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under
Section 4980B of the Code; or that Holdings or any Subsidiary of Holdings is
reasonably likely to incur any material liability pursuant to any employee
welfare benefit plan (as defined in Section 3(1) of ERISA) that provides
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or any Plan or any Foreign Pension Plan. Holdings and
the Borrower will deliver to each of the Lenders copies of any records,
documents or other information that must be furnished to the PBGC with respect
to any Plan pursuant to Section 4010 of ERISA. Holdings and the Borrower will
also deliver to each of the Lenders a complete copy of the annual report (on
Internal Revenue Service Form 5500-series) of each Plan (including, to the
extent required, the related financial and actuarial statements and opinions and
other supporting statements, certifications, schedules and information) required
to be filed with the Internal Revenue Service. In addition to any certificates
or notices delivered to the Lenders pursuant to the first sentence hereof,
copies of annual reports and any records, documents or other information
required to be furnished to the PBGC, and any material notices received by
Holdings, any Subsidiary of Holdings or any ERISA Affiliate with respect to any
Plan or Foreign Pension Plan or received from any government agency or plan
administrator or sponsor or trustee with respect to any Multiemployer Plan,
shall be delivered to the Lenders no later than ten (10) days after the date
such annual report has been filed with the Internal Revenue Service or such
records, documents and/or information has been furnished to the PBGC or such
notice has been received by Holdings, the Subsidiary or the ERISA Affiliate, as
applicable. Holdings and each of its applicable Subsidiaries shall insure that
all Foreign Pension Plans administered by it or into which it makes payments
obtains or retains (as applicable) registered status under and as required by
applicable law and is administered in a timely manner in all respects in
compliance with all applicable laws except where the failure to do any of the
foregoing could not reasonably be expected to have a Material Adverse Effect.



                                      -59-
<PAGE>   61

                  8.09 GOOD REPAIR. Holdings and the Borrower will, and will
cause each of their respective Subsidiaries to, ensure that its material
properties and equipment used in its business are kept in good repair, working
order and condition, and that from time to time there are made in such
properties and equipment all needful and proper repairs, renewals, replacements,
extensions, additions, betterments and improvements thereto, to the extent and
in the manner useful or customary for companies in similar businesses.

                  8.10 END OF FISCAL YEARS; FISCAL QUARTERS. Holdings will, for
financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries', fiscal years to end on September 30 of each year and (ii) each of
its and its Subsidiaries' fiscal quarters to end on dates which are consistent
with a fiscal year end as provided above and Holdings' practice as in effect on
the Restatement Effective Date.

                  8.11 ADDITIONAL SECURITY; FURTHER ASSURANCES. (a) Holdings and
the Borrower will, and will cause each of their Domestic Subsidiaries (and to
the extent Section 8.12 is operative, each of its Foreign Subsidiaries) to,
grant to the Collateral Agent security interests in such personal property of
Holdings and its Subsidiaries as are not covered by the original Security
Documents, and as may be requested from time to time by the Administrative Agent
or the Required Lenders (collectively, the "Additional Security Documents"). All
such security interests shall be granted pursuant to documentation reasonably
satisfactory in form and substance to the Administrative Agent, in each case
constituting valid and enforceable perfected security interests superior to and
prior to the rights of all third Persons and subject to no other Liens except
for Permitted Liens. The Additional Security Documents or instruments related
thereto shall have been duly recorded or filed in such manner and in such places
as are required by law to establish, perfect, preserve and protect the Liens in
favor of the Collateral Agent required to be granted pursuant to the Additional
Security Documents and all taxes, fees and other charges payable in connection
therewith shall have been paid in full.

                  (b) Holdings and the Borrower will, and will cause each of
their respective Subsidiaries to, at the expense of Holdings and the Borrower,
make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent
from time to time such vouchers, invoices, schedules, confirmatory assignments,
conveyances, financing statements, transfer endorsements, powers of attorney,
certificates and other assurances or instruments and take such further steps
relating to the Collateral covered by any of the Security Documents as the
Collateral Agent may reasonably require. Furthermore, Holdings and the Borrower
will cause to be delivered to the Collateral Agent such opinions of counsel and
other related documents as may be reasonably requested by the Administrative
Agent to assure themselves that this Section 8.11 has been complied with.

                  (c) Each of the Credit Parties agrees that each action
required above by this Section 8.11 shall be completed as soon as possible, but
in no event later than 90 days after such action is either requested to be taken
by the Administrative Agent or the Required Lenders or required to be taken by
Holdings and its Subsidiaries pursuant to the terms of this Section 8.11.

                  8.12 FOREIGN SUBSIDIARIES SECURITY. If following a change in
the relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or




                                      -60-
<PAGE>   62

promulgated thereunder, counsel for the Borrower reasonably acceptable to the
Administrative Agent does not within 30 days after a request from the
Administrative Agent or the Required Lenders deliver evidence, in form and
substance mutually satisfactory to the Administrative Agent and the Borrower,
with respect to any Foreign Subsidiary of Holdings which has not already had all
of its stock pledged pursuant to the Pledge Agreement that (i) a pledge of
66-2/3% or more of the total combined voting power of all classes of capital
stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by
such Foreign Subsidiary of a security agreement in substantially the form of the
Security Agreement and (iii) the entering into by such Foreign Subsidiary of a
guaranty in substantially the form of the Subsidiaries Guaranty, in any such
case could reasonably be expected to cause (I) any undistributed earnings of
such Foreign Subsidiary as determined for Federal income tax purposes to be
treated as a deemed dividend to such Foreign Subsidiary's United States parent
for Federal income tax purposes or (II) other Federal income tax consequences to
the Credit Parties having a Material Adverse Effect, then in the case of a
failure to deliver the evidence described in clause (i) above, that portion of
such Foreign Subsidiary's outstanding capital stock not theretofore pledged
pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for
the benefit of the Secured Creditors pursuant to the Pledge Agreement (or
another pledge agreement in substantially similar form, if needed), and in the
case of a failure to deliver the evidence described in clause (ii) above, such
Foreign Subsidiary shall execute and deliver the Security Agreement and Pledge
Agreement (or another security agreement or pledge agreement in substantially
similar form, if needed), granting the Secured Creditors a security interest in
all of such Foreign Subsidiary's assets and securing the Obligations of the
Borrower under the Credit Documents and under any Interest Rate Protection
Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty
shall have been executed by such Foreign Subsidiary, the obligations of such
Foreign Subsidiary thereunder, and in the case of a failure to deliver the
evidence described in clause (iii) above, such Foreign Subsidiary shall execute
and deliver the Subsidiaries Guaranty (or another guaranty in substantially
similar form, if needed), guaranteeing the Obligations of the Borrower under the
Credit Documents and under any Interest Rate Protection Agreement or Other
Hedging Agreement, in each case to the extent that the entering into such
Security Agreement or Subsidiaries Guaranty is permitted by the laws of the
respective foreign jurisdiction and with all documents delivered pursuant to
this Section 8.12 to be in form and substance reasonably satisfactory to the
Administrative Agent.

                  8.13 OWNERSHIP OF SUBSIDIARIES. Except to the extent otherwise
expressly consented in writing by the Required Lenders or as other permitted by
Section 9.05(xv) or the definition of Permitted Acquisition, the Credit Parties
shall directly or indirectly own 100% of the capital stock or partnership or
other equity interests of each of their Subsidiaries.

                  8.14 PERMITTED ACQUISITIONS. (a) Subject to the provisions of
this Section 8.14 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and the Subsidiary Guarantors may from time to time
effect Permitted Acquisitions, so long as (in each case except to the extent the
Required Lenders otherwise specifically agree in writing in the case of a
specific Permitted Acquisition): (i) no Default or Event of Default shall be in
existence at the time of the consummation of the proposed Permitted Acquisition
or immediately after giving effect thereto; (ii) the Borrower shall have given
the Administrative Agent and the Lenders at least 10 Business Days' prior
written notice of any Permitted Acquisition; (iii) calculations are



                                      -61-
<PAGE>   63

made by the Borrower of compliance with the covenants contained in Sections
9.09, 9.10 and 9.11 for the Test Period (taken as one accounting period) most
recently ended prior to the date of such Permitted Acquisition for which
financial statements are available (each, a "Calculation Period"), on a PRO
FORMA Basis as if the respective Permitted Acquisition (as well as all other
Permitted Acquisitions theretofore consummated after the first day of such
Calculation Period) had occurred on the first day of such Calculation Period,
and such recalculations shall show that such financial covenants would have been
complied with if the Permitted Acquisition had occurred on the first day of such
Calculation Period; (iv) based on good faith projections prepared by the
Borrower for the period from the date of the consummation of the Permitted
Acquisition to the date which is one year thereafter, the level of financial
performance measured by the covenants set forth in Sections 9.09, 9.10 and 9.11
shall be better than or equal to such level as would be required to provide that
no Default or Event of Default would exist under the financial covenants
contained in Sections 9.09, 9.10 and 9.11 as compliance with such covenants
would be required through the date which is one year from the date of the
consummation of the respective Permitted Acquisition; (v) the Borrower shall
certify, and the Administrative Agent shall have been satisfied in its
reasonable discretion, that the proposed Permitted Acquisition could not
reasonably be expected to result in increased tax, ERISA, environmental or other
contingent liabilities with respect to Holdings or any of its Subsidiaries that,
either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect; (vi) all representations and warranties contained
herein and in the other Credit Documents shall be true and correct in all
material respects with the same effect as though such representations and
warranties had been made on and as of the date of such Permitted Acquisition
(both before and after giving effect thereto), unless stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date; (vii) the
Borrower provides to the Administrative Agent and the Lenders as soon as
available but not later than 5 Business Days after the execution thereof, a copy
of any executed purchase agreement or similar agreement with respect to such
Permitted Acquisition; (viii) the aggregate consideration (including, without
limitation, (I) the aggregate principal amount of any Indebtedness assumed,
incurred or issued in connection therewith, (II) the fair market value (as
determined in good faith by the Board of Directors of Holdings) of any common
stock of Holdings, Qualified Preferred Stock of Holdings or 16% Redeemable
Preferred Stock of Holdings issued as part of the purchase price therefor
(provided that no Default or Event of Default under Section 9.13(a) or 10.10
would result therefrom) and (III) the aggregate amount paid and to be paid
pursuant to any earn-out, non-compete or deferred compensation or purchase price
arrangements for any such proposed Permitted Acquisition and for all other
Permitted Acquisitions consummated after the Restatement Effective Date and
prior to such Permitted Acquisition shall not exceed $125,000,000; (ix) no more
than $50,000,000 of the aggregate consideration paid in connection with all such
Permitted Acquisitions shall be funded with Indebtedness (including Revolving
Loans, Swingline Loans and/or Additional Subordinated Debt), PROVIDED that if at
the time of any Permitted Acquisition, and after giving effect thereto, the
Senior Leverage Ratio for the respective Calculation Period, calculated on a PRO
FORMA Basis as if the respective Permitted Acquisition (as well as all other
Permitted Acquisitions theretofore consummated after the first day of such
Calculation Period) had occurred on the first day of such Calculation Period, is
less than 3.00:1.00, then the aggregate principal amount of such Indebtedness
may be increased to $75,000,000, PROVIDED, HOWEVER, in no event shall more than




                                      -62-
<PAGE>   64

$25,000,000 of proceeds of Revolving Loans and Swingline Loans in the aggregate
be used to fund Permitted Acquisitions consummated after the Restatement
Effective Date; (x) after giving effect to each Permitted Acquisition (and all
payments to be made in connection therewith), the Total Unutilized Revolving
Loan Commitment shall equal or exceed $5,000,000; and (xi) the Borrower shall
have delivered to the Administrative Agent an officer's certificate executed by
an Authorized Officer of the Borrower, certifying to the best of such officer's
knowledge, compliance with the requirements of preceding clauses (i) through
(vi), inclusive, (viii), (ix) and (x) and containing the calculations (in
reasonable detail) (A) required by the preceding clauses (iii), (iv), (viii),
(ix) and (x) and (B) necessary to establish the Acquired EBITDA of the Acquired
Entity or Business acquired pursuant to each Permitted Acquisition for the most
recently ended 12 month period for which financial statements are available for
such Acquired Entity or Business, which calculations shall be reasonably
approved by the Administrative Agent.

                  (b) At the time of each Permitted Acquisition involving the
creation or acquisition of a Subsidiary, or the acquisition of capital stock or
other equity interest of any Person, all capital stock or other equity interests
thereof created or acquired in connection with such Permitted Acquisition shall
be pledged for the benefit of the Secured Creditors pursuant to (and to the
extent required by) the Pledge Agreement.

                  (c) Holdings shall cause each Subsidiary which is formed to
effect, or is acquired pursuant to, a Permitted Acquisition to comply with, and
to execute and deliver, all of the documentation required by, Sections 8.11 and
9.15, to the satisfaction of the Administrative Agent.

                  (d) The consummation of each Permitted Acquisition shall be
deemed to be a representation and warranty by Holdings and the Borrower that the
certifications by the Borrower (or by one or more of its Authorized Officers)
pursuant to Section 8.14(a) are true and correct and that all conditions thereto
have been satisfied and that same is permitted in accordance with the terms of
this Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without
limitation, Sections 6 and 10.

                  8.15 MAINTENANCE OF CORPORATE SEPARATENESS. Holdings and the
Borrower will, and will cause each of their respective Subsidiaries to, satisfy
customary corporate formalities, including the holding of regular board of
directors' and shareholders' meetings or action by directors or shareholders
without a meeting and the maintenance of corporate offices and records. Neither
Holdings nor any of its Subsidiaries shall take any action, or conduct its
affairs in a manner, which is likely to result in the corporate existence of
Holdings or any of its Subsidiaries being ignored, or in the assets and
liabilities of Holdings or any of its Subsidiaries being substantively
consolidated with those of any other such Person in a bankruptcy, reorganization
or other insolvency proceeding.

                  8.16 PERFORMANCE OF OBLIGATIONS. Holdings and the Borrower
will, and will cause each of their respective Subsidiaries to, perform all of
its obligations under the terms of each mortgage, deed of trust, indenture, loan
agreement or credit agreement and each other material agreement, contract or
instrument by which it is bound, except such non-performances as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.




                                      -63-
<PAGE>   65

                  8.17 USE OF PROCEEDS. All proceeds of the Loans shall be used
as provided in Section 7.05.

                  8.18 CONTRIBUTIONS; PAYMENTS; ETC. (a) Holdings will, upon its
receipt thereof, contribute as an equity contribution to the capital of the
Borrower, any cash proceeds received by Holdings from any asset sale, any
incurrence of Indebtedness, any Recovery Event, any sale or issuance of its
preferred or common equity, any cash capital contributions or any tax refunds.

                  (b) The Borrower will use the proceeds of all equity
contributions received by it from Holdings as provided in clause (a) above
(other than from the Equity Financing) toward the repayment of Term Loans or the
reduction of the Total Revolving Loan Commitment to the extent required by
Section 4.02 or 3.03(e), as the case may be.

                  8.19 SELLER SUBORDINATED NOTES; ADDITIONAL SUBORDINATED DEBT
OF HOLDINGS. (a) Holdings will pay all interest on the Seller Subordinated Notes
solely through the issuance of additional Seller Subordinated Notes rather than
in cash; PROVIDED, HOWEVER, from and after January 1, 2004 Holdings may make
regularly scheduled interest payments on the Seller Subordinated Notes in cash
so long as no Default or Event of Default then exists or would result therefrom.

                  (b) Holdings will pay all interest on any Additional
Subordinated Debt issued or incurred by it solely through the issuance of
additional Additional Subordinated Debt of Holdings rather than in cash.

                  8.20 PREFERRED STOCK. Holdings will pay all Dividends on its
16% Redeemable Preferred Stock and on any Qualified Preferred Stock solely
through the issuance of additional shares of such 16% Redeemable Preferred Stock
or Qualified Preferred Stock, as the case may be, and not in cash.

                  SECTION 9. NEGATIVE COVENANTS. Holdings and the Borrower
hereby covenant and agree that as of the Restatement Effective Date and
thereafter for so long as this Agreement is in effect and until the Total
Commitment has terminated, no Letters of Credit or Notes are outstanding and the
Loans, together with interest, Fees and all other Obligations (other than any
indemnities described in Section 13.13 which are not then due and payable)
incurred hereunder, are paid in full:

                  9.01 CHANGES IN BUSINESS. (a) Holdings and its Subsidiaries
will not engage in any business other than the businesses in which they are
engaged in as of the Restatement Effective Date and activities directly related
thereto, and similar or related businesses.

                  (b) Notwithstanding the foregoing, (i) Holdings will not
engage in any business activities and will not have any significant assets
(other than its ownership of the capital stock of the Borrower and those
obligations of officers and employees of Holdings permitted by Section
9.05(viii)), or liabilities (other than those liabilities which it is
responsible for (or permitted to incur) under this Agreement and the other
Transaction Documents to which it is a party); PROVIDED that Holdings may engage
in those activities that are incidental to (1) the



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<PAGE>   66
maintenance of its corporate existence in compliance with applicable law,
(2) legal, tax and accounting matters in connection with any of the foregoing
activities and (3) the entering into, and performance of its obligations under,
this Agreement and the other Transaction Documents to which it is a party.

                  9.02 CONSOLIDATION; MERGER; SALE OR PURCHASE OF ASSETS; ETC.
Holdings will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of all or any part of
its property or assets (other than inventory in the ordinary course of
business), or enter into any partnerships, joint ventures or sale-leaseback
transactions, or purchase or otherwise acquire (in one or a series of related
transactions) any part of the property or assets (other than purchases or other
acquisitions of inventory, materials and equipment in the ordinary course of
business) of any Person or agree to do any of the foregoing at any future time,
except that the following shall be permitted:

                  (i) the Borrower and its Subsidiaries may, as lessee, enter
         into operating leases in the ordinary course of business with respect
         to real or personal property;

                  (ii) Capital Expenditures by the Borrower and its Subsidiaries
         to the extent not in violation of Section 9.08;

                  (iii) Investments permitted pursuant to Section 9.05;

                  (iv) the Borrower and its Subsidiaries may, in the ordinary
         course of business, sell or otherwise dispose of assets (excluding
         capital stock of Subsidiaries) which, in the reasonable opinion of such
         Person, are obsolete, uneconomic or worn-out;

                  (v) the Borrower and its Subsidiaries may sell assets (other
         than the capital stock of any Subsidiary), so long as (v) no Default or
         Event of Default then exists or would result therefrom, (w) each such
         sale is in an arm's-length transaction and the Borrower or the
         respective Subsidiary receives at least fair market value (as
         determined in good faith by the Borrower or such Subsidiary, as the
         case may be), (x) the total consideration received by the Borrower or
         such Subsidiary is at least 80% cash and is paid at the time of the
         closing of such sale, (y) the Net Sale Proceeds therefrom are applied
         and/or reinvested as (and to the extent) required by Section 4.02(e)
         and (z) the aggregate amount of the proceeds received from all assets
         sold pursuant to this clause (v) shall not exceed $1,000,000 in any
         fiscal year of the Borrower;

                  (vi) each of the Borrower and its Subsidiaries may sell or
         discount, in each case without recourse and in the ordinary course of
         business, accounts receivable arising in the ordinary course of
         business, but only in connection with the compromise or collection
         thereof and not as part of any financing transaction;

                  (vii) each of the Borrower and its Subsidiaries may grant
         leases or subleases to other Persons not materially interfering with
         the conduct of the business of the Borrower or any of its Subsidiaries;



                                      -65-
<PAGE>   67

                  (viii) any Subsidiary of the Borrower may transfer assets to
         the Borrower or to any Wholly-Owned Domestic Subsidiary of the Borrower
         which is a Subsidiary Guarantor, so long as the security interests
         granted to the Collateral Agent for the benefit of the Secured
         Creditors pursuant to the Security Documents in the assets so
         transferred shall remain in full force and effect and perfected (to at
         least the same extent as in effect immediately prior to such transfer);

                  (ix) any Subsidiary of the Borrower may merge with and into,
         or be dissolved or liquidated into, the Borrower or any Wholly-Owned
         Domestic Subsidiary of the Borrower which is a Subsidiary Guarantor, so
         long as (i) in the case of any such merger, dissolution or liquidation
         involving the Borrower, the Borrower is the surviving corporation of
         any such merger, dissolution or liquidation, (ii) in all other cases,
         the Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor is
         the surviving corporation of any such merger, dissolution or
         liquidation and (iii) in all cases, the security interests granted to
         the Collateral Agent for the benefit of the Secured Creditors pursuant
         to the Security Documents in the assets of such Subsidiary shall remain
         in full force and effect and perfected (to at least the same extent as
         in effect immediately prior to such merger, dissolution or
         liquidation);

                  (x) the Borrower and its Subsidiaries may sell or exchange
         specific items of equipment, so long as the purpose of each such sale
         or exchange is to acquire (and results within 90 days of such sale or
         exchange in the acquisition of) replacement items of equipment which
         are the functional equivalent of the item of equipment so sold or
         exchanged;

                  (xi) the Borrower and the Subsidiary Guarantors shall be
         permitted to make Permitted Acquisitions, so long as such Permitted
         Acquisitions are effected in accordance with the requirements of
         Section 8.14; and

                  (xii) the Acquisition shall be permitted.

To the extent the Required Lenders waive the provisions of this Section 9.02
with respect to the sale or other disposition of any Collateral, or any
Collateral is sold or otherwise disposed of as permitted by this Section 9.02,
such Collateral (unless transferred to the Borrower or a Subsidiary thereof)
shall be sold or otherwise disposed of free and clear of the Liens created by
the Security Documents and the Administrative Agent shall take such actions
(including, without limitation, directing the Collateral Agent to take such
actions) as are appropriate in connection therewith.

                  9.03 LIENS. Holdings will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of Holdings or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with recourse to
Holdings or any of its Subsidiaries) or assign any right to receive income,
except for the following (collectively, the "Permitted Liens"):



                                      -66-
<PAGE>   68

                  (i) inchoate Liens for taxes, assessments or governmental
         charges or levies not yet due and payable or Liens for taxes,
         assessments or governmental charges or levies being contested in good
         faith and by appropriate proceedings for which adequate reserves have
         been established in accordance with GAAP;

                  (ii) Liens in respect of property or assets of the Borrower or
         any of its Subsidiaries imposed by law which were incurred in the
         ordinary course of business and which have not arisen to secure
         Indebtedness for borrowed money, such as carriers', warehousemen's and
         mechanics' Liens, statutory landlord's Liens, and other similar Liens
         arising in the ordinary course of business, and which either (x) do not
         in the aggregate materially detract from the value of such property or
         assets or materially impair the use thereof in the operation of the
         business of the Borrower or any of its Subsidiaries or (y) are being
         contested in good faith by appropriate proceedings, which proceedings
         have the effect of preventing the forfeiture or sale of the property or
         asset subject to such Lien;

                  (iii) Liens created by or pursuant to this Agreement and the
         Security Documents;

                  (iv) Liens in existence on the Restatement Effective Date
         which are listed, and the property subject thereto described, in Annex
         VIII, without giving effect to any extensions or renewals thereof
         except to the extent expressly permitted by Annex VIII, PROVIDED that
         (x) the aggregate principal amount of the Indebtedness, if any, secured
         by such Liens does not increase from that amount outstanding at the
         time of any such renewal, replacement or extension and (y) any such
         renewal, replacement or extension does not encumber any additional
         assets or properties of Holdings or any of its Subsidiaries;

                  (v) Liens arising from judgments, decrees or attachments in
         circumstances not constituting an Event of Default under Section 10.09,
         PROVIDED that no cash or other property shall be pledged by Holdings or
         any of its Subsidiaries as security therefor;

                  (vi) Liens (other than any Lien imposed by ERISA) (x) incurred
         or deposits made in the ordinary course of business of the Borrower and
         its Subsidiaries in connection with workers' compensation, unemployment
         insurance and other types of social security, (y) to secure the
         performance by the Borrower and its Subsidiaries of tenders, statutory
         obligations (other than excise taxes), surety, stay and customs bonds,
         statutory bonds, bids, leases, government contracts, trade contracts,
         performance and return of money bonds and other similar obligations
         (exclusive of obligations for the payment of borrowed money) or (z) to
         secure the performance by the Borrower and its Subsidiaries of leases
         of Real Property, to the extent incurred or made in the ordinary course
         of business consistent with past practices, PROVIDED that the aggregate
         amount of deposits at any time pursuant to preceding sub-clause (y) and
         sub-clause (z) shall not exceed $500,000 in the aggregate;

                  (vii) licenses, leases or subleases granted to third Persons
         in the ordinary course of business not interfering in any material
         respect with the business of the Borrower or any of its Subsidiaries;



                                      -67-
<PAGE>   69

                  (viii) easements, rights-of-way, restrictions (including
         zoning restrictions), minor defects or irregularities in title and
         other similar charges or encumbrances, in each case not securing
         Indebtedness and not interfering in any material respect with the
         ordinary conduct of the business of the Borrower or any of its
         Subsidiaries;

                  (ix) Liens arising from precautionary UCC financing statements
         regarding operating leases;

                  (x) Liens created pursuant to Capital Leases permitted
         pursuant to Section 9.04(iv), PROVIDED that (x) such Liens only serve
         to secure the payment of Indebtedness arising under such Capitalized
         Lease Obligation and (y) the Lien encumbering the asset giving rise to
         the Capitalized Lease Obligation does not encumber any other asset of
         the Borrower or any of its Subsidiaries;

                  (xi) Liens arising pursuant to purchase money mortgages or
         security interests securing Indebtedness representing the purchase
         price (or financing of the purchase price within 30 days after the
         respective purchase) of assets acquired after the Restatement Effective
         Date, PROVIDED that (i) any such Liens attach only to the assets so
         purchased, (ii) the Indebtedness secured by any such Lien does not
         exceed 100%, nor is less than 80%, of the lesser of the fair market
         value or the purchase price of the property being purchased at the time
         of the incurrence of such Indebtedness and (iii) the Indebtedness
         secured thereby is permitted to be incurred pursuant to Section
         9.04(iv);

                  (xii) Liens on property or assets acquired pursuant to a
         Permitted Acquisition, or on property or assets of a Subsidiary of the
         Borrower in existence at the time such Subsidiary is acquired pursuant
         to a Permitted Acquisition, PROVIDED that (i) any Indebtedness that is
         secured by such Liens is permitted to exist under Section 9.04(vi), and
         (ii) such Liens are not incurred in connection with, or in
         contemplation or anticipation of, such Permitted Acquisition and do not
         attach to any other asset of the Borrower or any of its Subsidiaries;

                  (xiii) restrictions imposed in the ordinary course of business
         and consistent with past practices on the sale or distribution of
         designated inventory pursuant to agreements with customers under which
         such inventory is consigned by the customer or such inventory is
         designated for sale to one or more customers;

                  (xiv) Liens in favor of customs or revenue authorities arising
         as a matter of law to secure payment of customs duties in connection
         with the importation of goods;

                  (xv) Liens on the assets of a Foreign Subsidiary which is not
         a Subsidiary Guarantor securing Indebtedness incurred by such Foreign
         Subsidiary in accordance with the terms of Section 9.04; and

                  (xvi) other Liens incidental to the conduct of the business or
         the ownership of the assets of the Borrower or any Subsidiary of the
         Borrower that (x) were not incurred in connection with borrowed money,
         (y) do not encumber any Collateral or any Real Property owned by the
         Borrower or any Subsidiary of the Borrower and do not in the



                                      -68-
<PAGE>   70

         aggregate materially detract from the value of the assets subject
         thereto or materially impair the use thereof in the operation of such
         business and (z) do not secure obligations in excess of $150,000 in the
         aggregate for all such Liens.

                  9.04 INDEBTEDNESS. Holdings will not, and will not permit any
of its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

                  (i) Indebtedness incurred pursuant to this Agreement and the
         other Credit Documents;

                  (ii) Existing Indebtedness outstanding on the Restatement
         Effective Date and listed on Annex VI, without giving effect to any
         subsequent extension, renewal or refinancing thereof except to the
         extent expressly permitted by Annex VI, provided that the aggregate
         principal amount of the Indebtedness to be extended, renewed or
         refinanced does not increase from that amount outstanding at the time
         of any such extension, renewal or refinancing;

                  (iii) Indebtedness under Interest Rate Protection Agreements
         entered into to protect the Borrower against fluctuations in interest
         rates in respect of Indebtedness otherwise permitted under this
         Agreement;

                  (iv) Capitalized Lease Obligations and Indebtedness of the
         Borrower and its Subsidiaries representing purchase money Indebtedness
         secured by Liens permitted pursuant to Section 9.03(xi), PROVIDED that
         (i) all such Capitalized Lease Obligations are permitted under Section
         9.08 and (ii) the sum of (x) the aggregate Capitalized Lease
         Obligations outstanding at any time plus (y) the aggregate principal
         amount of such purchase money Indebtedness outstanding at such time
         shall not exceed $5,000,000;

                  (v) Indebtedness constituting Intercompany Loans to the extent
         permitted by Section 9.05(vi);

                  (vi) Indebtedness of a Subsidiary acquired pursuant to a
         Permitted Acquisition (or Indebtedness assumed at the time of a
         Permitted Acquisition of an asset securing such Indebtedness), PROVIDED
         that (i) such Indebtedness was not incurred in connection with, or in
         anticipation or contemplation of, such Permitted Acquisition and (ii)
         at the time of such Permitted Acquisition, such Indebtedness does not
         exceed 10% of the total value of the assets of the Subsidiary so
         acquired, or of the assets so acquired, as the case may be;

                  (vii) Indebtedness of the Borrower and the Guarantors under
         the Senior Subordinated Notes and the other Senior Subordinated Note
         Documents in an aggregate principal amount not to exceed $125,000,000
         (as reduced by any repayments of principal thereof);

                  (viii) Indebtedness of Holdings under the Seller Subordinated
         Notes and the other Seller Subordinated Note Documents in an aggregate
         principal amount not to exceed $20,000,000 (as reduced by any
         repayments of principal thereof and as same may be increased through
         the issuance of additional Seller Subordinated Notes in respect of
         regularly scheduled interest payments made in accordance with the terms
         thereof and hereof);



                                      -69-
<PAGE>   71

                  (ix) Indebtedness of Holdings under Shareholder Subordinated
         Notes issued pursuant to Section 9.06(ii);

                  (x) guaranties by the Borrower and the Subsidiary Guarantors
         of each other's Indebtedness to the extent that such Indebtedness is
         otherwise permitted under this Section 9.04;

                  (xi) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business so long as such
         Indebtedness is extinguished within three Business Days of the
         incurrence thereof;

                  (xii) Indebtedness in respect of Other Hedging Agreements to
         the extent permitted by Section 9.05(xiv);

                  (xiii) Indebtedness of the Borrower or any of its Subsidiaries
         evidenced by completion guarantees, performance bonds and surety bonds
         incurred in the ordinary course of business for purposes of insuring
         the performance of the Borrower or such Subsidiary in an aggregate
         principal amount not to exceed at any time outstanding $500,000;

                  (xiv) Indebtedness of the Borrower or any Subsidiary of the
         Borrower arising from agreements of the Borrower or a Subsidiary of the
         Borrower providing for indemnification, adjustment of purchase price,
         earn out or other similar obligations, in each case, incurred or
         assumed in connection with the disposition of any business, assets or a
         Subsidiary of the Borrower permitted under this Agreement, other than
         guarantees of Indebtedness incurred by any Person acquiring all or any
         portion of such business, assets or Subsidiary for the purpose of
         financing such acquisition, PROVIDED that the maximum assumable
         liability in respect of all such Indebtedness shall at no time exceed
         the gross proceeds actually received by the Borrower and its
         Subsidiaries in connection with such disposition;

                  (xv) so long as no Default or Event of Default then exists or
         would result therefrom, subordinated Indebtedness of Holdings or the
         Borrower issued to finance a Permitted Acquisition to the extent that
         such subordinated Indebtedness is permitted to be issued at such time
         pursuant to clause (ix) of Section 8.14(a), so long as (i) all of the
         terms and conditions of, and the documentation for, such subordinated
         Indebtedness is on substantially similar terms and conditions, and
         evidenced by substantially similar documentation, as the Senior
         Subordinated Notes to the extent that such Indebtedness is issued by
         the Borrower or the Seller Subordinated Notes to the extent that such
         Indebtedness is issued by Holdings or is otherwise in form and
         substance reasonably satisfactory to the Administrative Agent and (ii)
         the aggregate principal amount of all such subordinated Indebtedness
         outstanding any time does not exceed that amount permitted to be issued
         at such time pursuant to such Section 8.14(a) (all such subordinated
         Indebtedness issued pursuant to this clause (xv) is referred to as
         "Additional Subordinated Debt"); and



                                      -70-
<PAGE>   72

                  (xvi) additional Indebtedness of the Borrower and its
         Subsidiaries not otherwise permitted hereunder not exceeding $5,000,000
         in aggregate principal amount at any time outstanding.

                  9.05 ADVANCES; INVESTMENTS; LOANS. Holdings will not, and will
not permit any of its Subsidiaries to, lend money or extend credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any Person, or purchase or own a futures contract or otherwise become liable for
the purchase or sale of currency or other commodities at a future date in the
nature of a futures contract, or hold any cash or Cash Equivalents (each of the
foregoing an "Investment" and, collectively, "Investments"), except:

                  (i) the Borrower and its Subsidiaries may hold or invest in
         cash and Cash Equivalents;

                  (ii) the Borrower and its Subsidiaries may acquire and hold
         receivables owing to it, if created or acquired in the ordinary course
         of business and payable or dischargeable in accordance with customary
         trade terms (including the dating of receivables) of the Borrower or
         such Subsidiary;

                  (iii) the Borrower and its Subsidiaries may acquire and own
         investments (including debt obligations) received in connection with
         the bankruptcy or reorganization of suppliers and customers and in
         settlement of delinquent obligations of, and other disputes with,
         customers and suppliers arising in the ordinary course of business;

                  (iv) Interest Rate Protection Agreements entered into in
         compliance with Section 9.04(iii) shall be permitted;

                  (v) Investments in existence on the Restatement Effective Date
         and listed on Annex IX shall be permitted, without giving effect to any
         additions thereto or replacements thereof;

                  (vi) (x) the Borrower may make intercompany loans and advances
         to any Subsidiary Guarantor, (y) any Subsidiary Guarantor may make
         intercompany loans and advances to the Borrower or any other Subsidiary
         Guarantor and (iii) the Borrower may make intercompany loans to
         Holdings for the purpose of making payments permitted pursuant to
         Sections 9.06(ii) and (iv) (loans pursuant to clauses (x), (y) and (z)
         of this clause (vi) collectively, "Intercompany Loans"), PROVIDED that
         (x) each Intercompany Loan shall be evidenced by an Intercompany Note
         and (y) each such Intercompany Note shall be pledged to the Collateral
         Agent pursuant to the Pledge Agreement;

                  (vii) loans and advances by the Borrower and its Subsidiaries
         to officers and employees of Holdings and its Subsidiaries for moving
         and travel expenses and other similar expenses, in each case incurred
         in the ordinary course of business, in an aggregate outstanding
         principal amount not to exceed $2,500,000 at any time (determined
         without regard to any write-downs or write-offs of such loans and
         advances) shall be permitted;



                                      -71-
<PAGE>   73

                  (viii) Holdings may acquire and hold obligations of one or
         more officers or other employees of Holdings or its Subsidiaries in
         connection with such officers' or employees' acquisition of shares of
         Holdings Common Stock, so long as no cash is actually advanced by
         Holdings or any of its Subsidiaries to such officers or employees in
         connection with the acquisition of any such obligations;

                  (ix) Holdings may make equity contributions to the capital of
         the Borrower and the Borrower and the Subsidiary Guarantors may make
         cash equity contributions to their respective Subsidiaries which are
         Subsidiary Guarantors;

                  (x) the Borrower and the Subsidiary Guarantors may make
         Permitted Acquisitions in accordance with the relevant requirements of
         Section 8.14 and the component definitions therein;

                  (xi) Holdings and its Subsidiaries may own the capital stock
         of their respective Subsidiaries created or acquired in accordance with
         the terms of this Agreement;

                  (xii) the Borrower and the Subsidiary Guarantors may make cash
         Investments in Wholly Owned Foreign Subsidiaries which are not
         Subsidiary Guarantors not to exceed $2,000,000 in the aggregate
         (determined without giving effect to any write-downs or write-offs
         thereof), net of any repayments to the Borrower or any such Subsidiary
         Guarantor;

                  (xiii) the Borrower and its Subsidiaries may acquire and hold
         non-cash consideration issued by the purchaser of assets in connection
         with a sale of such assets to the extent permitted by Section 9.02(v);

                  (xiv) the Borrower and its Subsidiaries may enter into Other
         Hedging Agreements in the ordinary course of business providing
         protection against fluctuations in currency values in connection with
         the Borrower's or any of its Subsidiaries' operations so long as
         management of the Borrower or such Subsidiary, as the case may be, has
         determined in good faith that the entering into of such Other Hedging
         Agreements are bona fide hedging activities and are not for speculative
         purposes; and

                  (xv) the Borrower and its Subsidiaries may make Investments
         not otherwise permitted by clauses (i) through (xiv) of this Section
         9.05 in an aggregate amount not to exceed $10,000,000 (determined
         without regard to any write-downs or write-offs thereof), net of cash
         payments of principal in the case of loans and cash equity returns
         (whether as a dividend or redemption) in the case of equity
         investments.

                  9.06 DIVIDENDS; ETC. Holdings will not, and will not permit
any of its Subsidiaries to, declare or pay any dividends (other than dividends
payable solely in common stock of Holdings or any such Subsidiary, as the case
may be) or return any capital to, its stockholders, partners or other equity
holders or authorize or make any other distribution, payment or delivery of
property or cash to its stockholders, partners or other equity holders as such,
or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a
consideration,



                                      -72-
<PAGE>   74

any shares of any class of its capital stock (including, without limitation, any
Holdings Common Stock, any Qualified Preferred Stock or any 16% Redeemable
Preferred Stock) or other equity interests, now or hereafter outstanding (or any
warrants for or options or stock appreciation rights in respect of any of such
shares), or set aside any funds for any of the foregoing purposes, and Holdings
will not permit any of its Subsidiaries to purchase or otherwise acquire for
consideration any shares of any class of the capital stock or other equity
interests of Holdings or any other Subsidiary, as the case may be, now or
hereafter outstanding (or any options or warrants or stock appreciation rights
issued by such Person with respect to its capital stock or other equity
interests) (all of the foregoing "Dividends"), except that:

                  (i) (x) any Subsidiary of the Borrower may pay Dividends to
         the Borrower or any Wholly-Owned Subsidiary of the Borrower and (y) any
         non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to
         its shareholders generally so long as the Borrower or its respective
         Subsidiary which owns the equity interest in the Subsidiary paying such
         Dividends receives at least its proportionate share thereof (based upon
         its relative holding of the equity interest in the Subsidiary paying
         such Dividends and taking into account the relative preferences, if
         any, of the various classes of equity interests of such Subsidiary);

                  (ii) Holdings may redeem or purchase shares of Holdings Common
         Stock or options to purchase Holdings Common Stock, as the case may be,
         held by former officers or employees of Holdings or any of its
         Subsidiaries (or corporations owned by former officers or employees)
         following the termination of their employment and may make payments to
         former officers or employees of Holdings or any of its Subsidiaries in
         respect of certain tax liabilities arising from the exercise of options
         to purchase Holdings Common Stock, PROVIDED that (w) the only
         consideration paid by Holdings in respect of such redemptions,
         purchases and/or payments shall be cash and Shareholder Subordinated
         Notes, (x) the sum of (A) the aggregate amount paid by Holdings in cash
         in respect of all such redemptions purchases and/or payments plus (B)
         the aggregate amount of all cash payments made on Shareholder
         Subordinated Notes shall not exceed $2,000,000 in any fiscal year of
         Holdings, provided that any unused amount thereof (computed from the
         Original Effective Date) may be carried forward and utilized for such
         purposes in any succeeding fiscal year of Holdings, and (y) at the time
         of any cash payment permitted to be made pursuant to this Section
         9.06(ii), including any cash payment under a Shareholder Subordinated
         Note, no Default or Event of Default shall then exist or result
         therefrom;

                  (iii) so long as no Default or Event of Default then exists or
         would result therefrom, the Borrower may pay cash Dividends to Holdings
         so long as the cash proceeds thereof are promptly used by Holdings for
         the purposes described in clause (ii) of this Section 9.06;

                  (iv) so long as no Default or Event of Default then exists or
         would result therefrom, from and after January 1, 2004, the Borrower
         may pay cash Dividends to Holdings at the times, and in the amounts,
         necessary to enable Holdings to make regularly scheduled interest
         payments that are due and payable on the Seller Subordinated Notes to
         the extent



                                      -73-
<PAGE>   75


         that such cash interest payments are permitted to be made at such time
         pursuant to Section 8.19;

                  (v) cash Dividends may be paid to Holdings so long as the
         proceeds thereof are promptly used by Holdings to pay operating
         expenses in the ordinary course of business (including, without
         limitation, professional fees and expenses) and other similar corporate
         overhead costs and expenses, PROVIDED that the aggregate amount of cash
         Dividends paid pursuant to this clause (v) shall at no time during any
         fiscal year of the Borrower exceed $1,000,000;

                  (vi) the Borrower may pay cash Dividends to Holdings in the
         amounts and at the times of any payment by Holdings in respect of its
         taxes (or taxes of its consolidated group), PROVIDED that (x) the
         amount of cash Dividends paid pursuant to this clause (vi) to enable
         Holdings to pay taxes at any time shall not exceed the amount of such
         taxes owing by Holdings at such time for the respective period and (y)
         any refunds received by Holdings shall be promptly returned by Holdings
         to the Borrower;

                  (vii) repurchases of capital stock of Holdings deemed to occur
         upon the exercise of stock options if such capital stock represents a
         portion of the exercise price thereof and so long as no cash is
         otherwise paid or distributed by Holdings or any of its Subsidiaries in
         connection therewith; and

                  (viii) Holdings may pay Dividends on its 16% Redeemable
         Preferred Stock and Qualified Preferred Stock solely through the
         issuance of additional shares of 16% Redeemable Preferred Stock or
         Qualified Preferred Stock, as the case may be, and not in cash.

                  9.07 TRANSACTIONS WITH AFFILIATES. Holdings will not, and will
not permit any of its Subsidiaries to, enter into any transaction or series of
transactions with any Affiliate other than on terms and conditions substantially
as favorable to Holdings or such Subsidiary as would be reasonably expected to
be obtainable by Holdings or such Subsidiary at the time in a comparable
arm's-length transaction with a Person other than an Affiliate; PROVIDED that
the following shall in any event be permitted:

                  (i) transactions by Holdings and its Subsidiaries to the
         extent expressly permitted by Sections 8.18, 9.02, 9.04, 9.05 and 9.06;

                  (ii) Odyssey may be paid an advisory fee in connection with
         the Transaction no later than 45 days after the Restatement Effective
         Date in an aggregate amount not to exceed $1,700,000;

                  (iii) customary fees may be paid to non-officer directors of
         Holdings;

                  (iv) Holdings and its Subsidiaries may enter into, and may
         make payments and perform its obligations (including by issuing and
         purchasing stock, making loans and incurring Indebtedness) under
         employment agreements, employee benefit plans, indemnification
         provisions, equity incentive plans and other similar compensatory
         arrangements




                                      -74-
<PAGE>   76

         with officers and directors of Holdings and its Subsidiaries in the
         ordinary course of business, in each case to the extent that such
         transactions are otherwise permitted by this Agreement; and

                  (v) the Borrower and its Wholly-Owned Subsidiaries may engage
         in any transaction among themselves to the extent otherwise expressly
         permitted under this Agreement.

In no event shall any management, consulting or similar fee be paid or payable
by Holdings or any of its Subsidiaries to any Affiliate (other than the
Borrower) except as specifically provided in clause (ii) of this Section 9.07.

                  9.08 CAPITAL EXPENDITURES. (a) Holdings will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
(i) during the period from October 1, 2000 through and including September 30,
2001, the Borrower and its Subsidiaries (including, for this purpose for periods
prior to the Restatement Effective Date, the Acquired Business) may make Capital
Expenditures in an aggregate amount not to exceed $10,000,000 and (ii) during
any fiscal year of the Borrower set forth below (taken as one accounting
period), the Borrower and its Subsidiaries may make Capital Expenditures so long
as the aggregate amount of such Capital Expenditures does not exceed the amount
set forth below opposite such fiscal year:

                           Fiscal Year Ending                  Amount
                           ------------------                  ------

                           September 30, 2002               $11,000,000
                           September 30, 2003               $11,000,000
                           September 30, 2004               $12,000,000
                           September 30, 2005               $12,000,000
                           September 30, 2006               $13,000,000
                           September 30, 2007               $13,000,000

From and after the consummation of any Permitted Acquisition after the
Restatement Effective Date, each of the Capital Expenditure amounts set forth
above in this clause (a) shall be increased by an amount equal to 20% of the
Acquired EBITDA of the respective Acquired Entity or Business acquired in each
such Permitted Acquisition for the 12 month period most recently ended prior to
the consummation of such Permitted Acquisition for which financial statements
are available for such Acquired Entity or Business (as certified in the
respective officer's certificate delivered pursuant to clause (xi) of Section
8.14(a)), provided that the Capital Expenditure amount for the fiscal year in
which such Permitted Acquisition is consummated shall only be increased by the
amount set forth above in this sentence multiplied by a fraction the numerator
of which is the number of days remaining in such fiscal year and the denominator
of which is 365.

                  (b) Notwithstanding the foregoing, in the event that the
amount of Capital Expenditures permitted to be made by the Borrower and its
Subsidiaries pursuant to clause (a) above in any fiscal year of the Borrower
(before giving effect to any increase in such permitted Capital Expenditure
amount pursuant to this clause (b)) is greater than the amount of Capital
Expenditures actually made by the Borrower and its Subsidiaries during such
fiscal year, the lesser of (x) such excess and (y) 50% of the applicable
permitted scheduled Capital Expenditure



                                      -75-
<PAGE>   77

amount as set forth in such clause (a) may be carried forward and utilized to
make Capital Expenditures in the immediately succeeding fiscal year, provided
that no amounts once carried forward pursuant to this Section 9.08(b) may be
carried forward to any fiscal year thereafter and such amounts may only be
utilized after the Borrower and its Subsidiaries have utilized in full the
permitted Capital Expenditure amount for such fiscal year as set forth in the
table in clause (a) above (without giving effect to any increase in such amount
pursuant to this clause (b)).

                  (c) Notwithstanding the foregoing, the Borrower and its
Subsidiaries may make additional Capital Expenditures (which Capital
Expenditures will not be included in any determination under Section 9.08(a))
with the Net Sale Proceeds of Asset Sales to the extent such proceeds are not
required to be applied to repay Term Loans or reduce the Total Revolving Loan
Commitment pursuant to Section 4.02(e) or Section 3.03(e), as the case may be.

                  (d) Notwithstanding the foregoing, the Borrower and its
Subsidiaries may make additional Capital Expenditures (which Capital
Expenditures will not be included in any determination under Section 9.08(a))
with the insurance proceeds received by the Borrower or any of its Subsidiaries
from any Recovery Event so long as such Capital Expenditures are to replace or
restore any properties or assets in respect of which such proceeds were paid
within one year following the date of the receipt of such insurance proceeds to
the extent such insurance proceeds are not required to be applied to repay Term
Loans or reduce the Total Revolving Loan Commitment pursuant to Section 4.02(h)
or Section 3.03(e), as the case may be.

                  (e) Notwithstanding the foregoing, the Borrower and the
Subsidiary Guarantors may make additional Capital Expenditures (which Capital
Expenditures will not be included in any determination under Section 9.08(a))
constituting Permitted Acquisitions effected in accordance with the requirements
of Section 8.14.

                  9.09 MINIMUM CONSOLIDATED EBITDA. Holdings and the Borrower
will not permit Consolidated EBITDA for any Test Period ending on the last day
of a fiscal quarter of Holdings set forth below to be less than the respective
amount set forth opposite such fiscal quarter below:

            Fiscal
        Quarter Ending
          Closest to                                Amount
          ----------                                ------

June 30, 2001                                    $76,000,000
September 30,2001                                $76,000,000
December 31, 2001                                $76,000,000
March 31, 2002                                   $76,000,000
June 30, 2002                                    $76,000,000
September 30, 2002                               $76,000,000
December 31, 2002                                $80,000,000
March 31, 2003                                   $80,000,000
June 30, 2003                                    $80,000,000
September 30, 2003                               $80,000,000



                                      -76-
<PAGE>   78

December 31, 2003                                $87,500,000
March 31, 2004                                   $87,500,000
June 30, 2004                                    $87,500,000
September 30, 2004                               $87,500,000
December 31, 2004
and the last day of each fiscal quarter of
Holdings ending thereafter                      $100,000,000

From and after the consummation of any Permitted Acquisition after the
Restatement Effective Date, each of the amounts set forth above in this Section
9.09 shall be increased by an amount equal to 80% of the Acquired EBITDA of the
respective Acquired Entity or Business acquired in each such Permitted
Acquisition for the 12 month period most recently ended prior to the
consummation of such Permitted Acquisition for which financial statements are
available for such Acquired Entity or Business (as certified in the respective
officer's certificate delivered pursuant to clause (xi) of Section 8.14(a)).

                  9.10 CONSOLIDATED INTEREST COVERAGE RATIO. Holdings and the
Borrower will not permit the Consolidated Interest Coverage Ratio for any Test
Period ending on the last day of a fiscal quarter of Holdings set forth below to
be less than the ratio set forth opposite such fiscal quarter below:

                      Fiscal Quarter
                     Ending Closest to                        Ratio
                     -----------------                        -----

               June 30, 2001                                  2.00:1.00
               September 30, 2001                             2.00:1.00
               December 31, 2001                              2.00:1.00
               March 31, 2002                                 2.00:1.00
               June 30, 2002                                  2.00:1.00
               September 30, 2002                             2.00:1.00
               December 31, 2002                              2.15:1.00
               March 31, 2003                                 2.15:1.00
               June 30, 2003                                  2.15:1.00
               September 30, 2003                             2.25:1.00
               December 31, 2003                              2.25:1.00
               March 31, 2004                                 2.25:1.00
               June 30, 2004 and the
               last day of each fiscal quarter of
               Holdings ending thereafter                     2.50:1.00

                  9.11 TOTAL LEVERAGE RATIO. Holdings and the Borrower will not
permit the Total Leverage Ratio at any time during a period set forth below to
exceed the respective ratio set forth opposite such period below:



                                      -77-
<PAGE>   79

                       Period                                 Ratio
                       ------                                 -----

The Restatement Effective Date through
  and including the day before the last day
  of Holdings' fiscal quarter ending
  closest to December 31, 2002                              5.25:1.00

The last day of Holdings' fiscal quarter
  ending closest to December 31, 2002
  through and including the day before the
  last day of Holdings' fiscal quarter
  ending closest to June 30, 2003                           4.75:1.00

The last day of Holdings' fiscal quarter
  ending closest to June 30, 2003 through
  and including the day before the last day
  of Holdings' fiscal quarter ending
  closest to December 31, 2003                              4.50:1.00

The last day of Holdings' fiscal quarter
  ending closest to December 31, 2003
  through and including the day before the
  last day of Holdings' fiscal quarter
  ending closest to December 31, 2004                       4.00:1.00

The last day of Holdings' fiscal quarter
  ending closest to December 31, 2004
  through and including the day before the
  last day of Holdings' fiscal quarter
  ending closest to September 30, 2005                      3.75:1.00

Thereafter                                                  3.50:1.00

                  9.12 LIMITATION ON VOLUNTARY PAYMENTS AND MODIFICATIONS OF
INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN
OTHER AGREEMENTS ETC. (a) Holdings will not, and will not permit any of its
Subsidiaries to:

               (i) make (or give any notice in respect of) any voluntary or
         optional payment or prepayment on or redemption or acquisition for
         value of, or any prepayment or redemption as a result of any asset
         sale, change of control or similar event of (including in each case,
         without limitation, by way of depositing with the trustee with respect
         thereto or any other Person money or securities before due for the
         purpose of paying when due), any Senior Subordinated Notes;

              (ii) make (or give any notice in respect of) any voluntary,
         optional or mandatory payment or prepayment on or redemption or
         acquisition for value of (including, in each case, without limitation,
         by way of depositing with the trustee with respect thereto or any other
         Person money or securities before due for the purposes of paying when
         due), any



                                      -78-
<PAGE>   80

         Seller Subordinated Notes, Shareholder Subordinated Notes or Additional
         Subordinated Debt or make any other payment in respect thereof (whether
         for principal, interest or other amounts) except as otherwise expressly
         permitted by Section 8.19 or 9.06(ii), as applicable;

             (iii) amend or modify, or permit the amendment or modification of,
         any provision of any Senior Subordinated Note Document, any Seller
         Subordinated Note Document (other than as contemplated by Section
         5.16(iii)), any Shareholder Subordinated Note or any Additional
         Subordinated Debt;

              (iv) amend, modify or change after the Restatement Effective Date
         its certificate or articles of incorporation (including, without
         limitation, by the filing or modification of any certificate or
         articles of designation) or by-laws (or the equivalent organizational
         documents) or any agreement entered into by it with respect to its
         capital stock (including, without limitation, any Shareholders'
         Agreement or its 16% Redeemable Preferred Stock (or any certificate of
         designation or purchase or investment agreement related thereto)), or
         enter into any new agreement after the Restatement Effective Date with
         respect to its capital stock, unless such amendment, modification,
         change or other action contemplated by this clause (iv) could not
         reasonably be expected to be adverse to the interests of the Lenders in
         any material respect (it being understood, HOWEVER, that in no event
         shall any amendments, modifications or changes to the 16% Redeemable
         Preferred Stock (or any certificate of designation or purchase or
         investment agreement related thereto) be permitted without the consent
         of the Administrative Agent); or

               (v) amend, modify or change any provision of (x) any Management
         Agreement, unless such amendment, modification or change could not
         reasonably be expected to be adverse to the interests of the Lenders
         (although no amendment or change may be made to any monetary term
         thereof) or (y) any Tax Allocation Agreement or enter into any new tax
         sharing agreement, tax allocation agreement or similar agreement
         without the prior written consent of the Administrative Agent.

                  (b) Neither Holdings nor any of its Subsidiaries shall
designate any Indebtedness, other than the Obligations, as "Designated Senior
Debt" for purposes of the Senior Subordinated Notes, the other Senior
Subordinated Note Documents, the Seller Subordinated Notes and the other Seller
Subordinated Note Documents.

                  9.13 LIMITATION ON ISSUANCE OF CAPITAL STOCK. (a) Holdings
will not, and will not permit any of its Subsidiaries to, issue (i) any
preferred stock (or any options, warrants or rights to purchase preferred stock)
other than Qualified Preferred Stock of Holdings and 16% Redeemable Preferred
Stock of Holdings (although no additional shares of 16% Redeemable Preferred
Stock may be issued after the Restatement Effective Date except (x) as permitted
by Section 8.20 and (y) for up to $25,000,000 in the aggregate in original
issuance amount of additional shares of 16% Redeemable Preferred Stock either
for cash the proceeds of which are used to finance a Permitted Acquisition or as
part of the consideration to be paid for a Permitted Acquisition) or (ii) any
redeemable common stock (other than common stock that is redeemable at the sole
option of Holdings or such Subsidiary).




                                      -79-
<PAGE>   81

                  (b) Holdings will not permit any of its Subsidiaries to issue
any capital stock (including by way of sales of treasury stock) or any options
or warrants to purchase, or securities convertible into, capital stock, except
(i) for transfers and replacements of then outstanding shares of capital stock,
(ii) for stock splits, stock dividends and additional issuances which do not
decrease the percentage ownership of Holdings or any of its Subsidiaries in any
class of the capital stock of such Subsidiaries, (iii) to qualify directors to
the extent required by applicable law, (iv) Subsidiaries formed after the
Restatement Effective Date pursuant to Section 9.15 may issue capital stock in
accordance with the requirements of Section 9.15 and (v) for additional
issuances of capital stock as a result of capital contributions made pursuant to
Sections 9.05 (ix) and (xii). All capital stock issued in accordance with this
Section 9.13(b) shall, to the extent required by the Pledge Agreement, be
delivered to the Collateral Agent for pledge pursuant to the Pledge Agreement.

                  9.14 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES.
Holdings will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective,
any encumbrance or restriction on the ability of any such Subsidiary to (x) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by Holdings or any of its
Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary of
Holdings, (y) make loans or advances to Holdings or any Subsidiary of Holdings
or (z) transfer any of its properties or assets to Holdings or any of its
Subsidiaries, except for such encumbrances or restrictions existing under or by
reason of (i) applicable law, (ii) this Agreement and the other Credit
Documents, (iii) the Senior Subordinated Note Documents and the Seller
Subordinated Note Documents, (iv) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of the Borrower or a
Subsidiary of the Borrower, (v) customary provisions restricting assignment of
any licensing agreement entered into by the Borrower or any Subsidiary of the
Borrower in the ordinary course of business and (vi) restrictions on the
transfer of any assets subject to a Lien permitted by Sections 9.03(iv), (x),
(xi), (xii) and (xv).

                  9.15 LIMITATION ON THE CREATION OF SUBSIDIARIES AND JOINT
VENTURES. (a) Notwithstanding anything to the contrary contained in this
Agreement, Holdings will not, and will not permit any of its Subsidiaries to,
establish, create or acquire after the Effective Date any Subsidiary; PROVIDED
that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to
establish, create and, to the extent permitted by Section 8.14, acquire
Wholly-Owned Subsidiaries so long as, in each case, (i) at least 10 Business
Days' prior written notice thereof is given to the Administrative Agent, (ii)
the capital stock of such new Subsidiary is promptly pledged pursuant to, and to
the extent required by, this Agreement and the Pledge Agreement and the
certificates, if any, representing such stock, together with stock powers duly
executed in blank, are delivered to the Collateral Agent, (iii) such new
Subsidiary (other than a Foreign Subsidiary except to the extent otherwise
required pursuant to Section 8.12) promptly executes a counterpart of the
Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iv)
to the extent requested by the Administrative Agent or the Required Lenders,
takes all actions required pursuant to Section 8.11. In addition, each new
Subsidiary that is required to execute any Credit Document shall execute and
deliver, or cause to be executed and delivered, all other relevant documentation
of the type described in Section 5 as such new Subsidiary would have had to
deliver if such new Subsidiary were a Credit Party on the Restatement Effective
Date.



                                      -80-
<PAGE>   82

                  (b) Holdings will not, and will not permit any of its
Subsidiaries to, enter into any partnerships (except to the extent that such
partnership is a Wholly-Owned Subsidiary of the Borrower) or joint ventures,
except as otherwise permitted by Section 9.05(xv).

                  SECTION 10. EVENTS OF DEFAULT. Upon the occurrence of any of
the following specified events (each, an "Event of Default"):

                  10.01 PAYMENTS. The Borrower shall (i) default in the payment
when due of any principal of the Loans or (ii) default, and such default shall
continue for three or more Business Days, in the payment when due of any Unpaid
Drawing, any interest on the Loans or Unpaid Drawings or any Fees or any other
amounts owing hereunder or under any other Credit Document; or

                  10.02 REPRESENTATIONS, ETC. Any representation, warranty or
statement made or deemed made by any Credit Party herein or in any other Credit
Document or in any statement or certificate delivered pursuant hereto or thereto
shall prove to be untrue in any material respect on the date as of which made or
deemed made; or

                  10.03 COVENANTS. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Sections 8.01(f)(i), 8.10, 8.13, 8.14, 8.18, 8.19, 8.20 or 9, or (b) default in
the due performance or observance by it of any term, covenant or agreement
(other than those referred to in Section 10.01, 10.02 or clause (a) of this
Section 10.03) contained in this Agreement and such default shall continue
unremedied for a period of at least 30 days after notice to the defaulting party
by the Administrative Agent or the Required Lenders; or

                  10.04 DEFAULT UNDER OTHER AGREEMENTS. (a) Holdings or any of
its Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) beyond the period of grace, if any,
provided in the instrument or agreement under which Indebtedness was created or
(ii) default in the observance or performance of any agreement or condition
relating to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, any such Indebtedness to
become due prior to its stated maturity or (b) any Indebtedness (other than the
Obligations) of Holdings or any of its Subsidiaries shall be declared to be due
and payable, or shall be required to be prepaid other than by a regularly
scheduled required prepayment or as a mandatory prepayment (unless such required
prepayment or mandatory prepayment results from a default thereunder or an event
of the type that constitutes an Event of Default), prior to the stated maturity
thereof; PROVIDED that it shall not constitute an Event of Default pursuant to
clause (a) or (b) of this Section 10.04 unless the principal amount of any one
issue of such Indebtedness, or the aggregate amount of all such Indebtedness
referred to in clauses (a) and (b) above, equals or exceeds $2,000,000 at any
one time; or

                  10.05 BANKRUPTCY, ETC. Holdings or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy,"



                                      -81-
<PAGE>   83

as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code");
or an involuntary case is commenced against Holdings or any of its Subsidiaries
and the petition is not controverted within 10 days, or is not dismissed within
60 days, after commencement of the case; or a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or substantially all
of the property of Holdings or any of its Subsidiaries; or Holdings or any of
its Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to Holdings or any of its Subsidiaries; or there is commenced
against Holdings or any of its Subsidiaries any such proceeding which remains
undismissed for a period of 60 days; or Holdings or any of its Subsidiaries is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or Holdings or any of its
Subsidiaries suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or Holdings or any of its Subsidiaries makes a general
assignment for the benefit of creditors; or any corporate action is taken by
Holdings or any of its Subsidiaries for the purpose of effecting any of the
foregoing; or

                  10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof under Section 412 of
the Code or Section 302 of ERISA or a waiver of such standard or extension of
any amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
 .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan, any Plan which is subject to Title IV of
ERISA is, shall have been or is likely to be terminated or to be the subject of
termination proceedings under ERISA, the PBGC shall have requested orally or in
writing that Holdings or any Subsidiary of Holdings or any ERISA Affiliate post
a bond or furnish security to the PBGC or make additional contributions to a
Plan on account of a Reportable Event which has occurred with respect to a Plan,
or the PBGC shall have notified Holdings or any Subsidiary of Holdings or any
ERISA Affiliate orally or in writing that the PBGC intends to take any action as
a result of a Reportable Event, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan or
Multiemployer Plan or a Foreign Pension Plan has not been timely made, Holdings
or any Subsidiary of Holdings or any ERISA Affiliate has incurred or is likely
to incur any liability to or on account of a Plan or Multiemployer Plan under
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) under Section 4980B of the Code, or Holdings or any Subsidiary of Holdings
has incurred or is likely to incur liabilities pursuant to one or more employee
welfare benefit plans (as defined in Section 3(1) of ERISA) that provide
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or Plans or Foreign Pension Plans, a "default" within
the meaning of Section 4219(c)(5) of ERISA, shall occur with respect to any




                                      -82-
<PAGE>   84

Plan or Multiemployer Plan, any applicable law, rule or regulation is adopted,
changed or interpreted, or the interpretation or administration thereof is
changed, in each case after the date hereof, by any governmental authority or
agency or by any court (a "Change of Law"), or, as a result of a Change in Law,
an event occurs following a Change in Law, with respect to or otherwise
affecting any Plan or Multiemployer Plan; (b) there shall result from any such
event or events the imposition of a lien, the granting of a security interest,
or a liability or a material risk of incurring a liability; and (c) such lien,
security interest or liability, individually and/or in the aggregate, in the
reasonable opinion of the Required Lenders, has had, or could reasonably be
expected to have, a Material Adverse Effect; or

                  10.07 SECURITY DOCUMENTS. (a) Except in each case to the
extent resulting from the failure of the Collateral Agent to retain possession
of the applicable Certificated Securities (as defined in the Pledge Agreement),
any Security Document shall cease to be in full force and effect, or shall cease
to give the Collateral Agent the Liens, rights, powers and privileges purported
to be created thereby in favor of the Collateral Agent, superior to and prior to
the rights of all third Persons (except as permitted by Section 9.03), and
subject to no other Liens (except as permitted by Section 9.03), (b) any Credit
Party shall default in the due performance or observance of any term, covenant
or agreement on its part to be performed or observed pursuant to Section 3.2,
3.3, 5, 15 or 17 of the Pledge Agreement or Section 2.3, 2.4, 2.5, 2.7, 3.6,
4.2, 4.6, 5.2, 5.6 or 6.1 of the Security Agreement and such default shall
continue unremedied for a period of at least 30 days or (c) any Credit Party
shall default in the due performance or observance of any other term, covenant
or agreement on its part to be performed or observed pursuant to any such
Security Document and such default shall continue unremedied for a period of at
least 30 days after notice to the defaulting party by the Administrative Agent
or the Required Lenders; or

                  10.08 GUARANTIES. Any Guaranty or any provision thereof shall
cease to be in full force and effect, or any Guarantor or any Person acting by
or on behalf of such Guarantor shall deny or disaffirm such Guarantor's
obligations under any Guaranty; or

                  10.09 JUDGMENTS. One or more judgments or decrees shall be
entered against Holdings or any of its Subsidiaries involving a liability (to
the extent not paid or not fully covered by a reputable and solvent insurance
company) of $2,000,000 or more for all such judgments and decrees and all such
judgments or decrees shall not have been vacated, discharged or stayed or bonded
pending appeal within 60 days from the entry thereof; or

                  10.10 CHANGE OF CONTROL. A Change of Control shall have
occurred; or

                  10.11 CAPITAL CALL AGREEMENT. At any time prior to the
termination of the Capital Call Agreement in accordance with the terms thereof,
the Capital Call Agreement or any material provision thereof shall cease to be
in full force and effect, or the Contributor or any Person acting by or on
behalf of the Contributor shall deny or disaffirm its obligations under Section
2, 3, 4 or 11 of the Capital Call Agreement or the Contributor shall default in
the due performance or observance of any term, covenant or agreement on its part
to be performed or observed pursuant to Section 2, 3, 4 or 11 of the Capital
Call Agreement or the Contributor shall be subject to any proceeding of the type
described in Section 10.05;



                                      -83-
<PAGE>   85

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent or any Lender to enforce its claims against any Guarantor
or the Borrower, except as otherwise specifically provided for in this Agreement
(PROVIDED that if an Event of Default specified in Section 10.05 shall occur
with respect to the Borrower, the result which would occur upon the giving of
written notice by the Administrative Agent as specified in clauses (i) and (ii)
below shall occur automatically without the giving of any such notice): (i)
declare the Total Commitment terminated, whereupon the Commitment of each Lender
shall forthwith terminate immediately and any Commitment Fees shall forthwith
become due and payable without any other notice of any kind; (ii) declare the
principal of and any accrued interest in respect of all Loans and all
Obligations owing hereunder (including Unpaid Drawings) to be, whereupon the
same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; (iii) enforce, as Collateral Agent (or direct the Collateral Agent to
enforce), any or all of the Liens and security interests created pursuant to the
Security Documents; (iv) terminate any Letter of Credit which may be terminated
in accordance with its terms; (v) direct the Borrower to pay (and the Borrower
hereby agrees upon receipt of such notice, or upon the occurrence of any Event
of Default specified in Section 10.05, to pay) to the Collateral Agent at the
Payment Office such additional amounts of cash, to be held as security for the
Borrower's reimbursement obligations in respect of Letters of Credit then
outstanding, equal to the aggregate Stated Amount of all Letters of Credit then
outstanding; and (vi) apply any cash collateral as provided in Section 4.02.

                  SECTION 11. DEFINITIONS. As used herein, the following terms
shall have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

                  "A Term Loan" shall have the meaning provided in Section
1.01(a).

                  "A Term Loan Maturity Date" shall mean November 15, 2004.

                  "A Term Note" shall have the meaning provided in Section
1.05(a).

                  "Acquired Business" shall mean the assets purchased by
Aviation Acquisition Corporation pursuant to the Acquisition Documents.

                  "Acquired EBITDA" of any Acquired Entity or Business acquired
pursuant to a Permitted Acquisition shall mean the consolidated "EBITDA" of such
Acquired Entity or Business calculated on a basis consistent with the
calculation of Consolidated EBITDA under this Agreement and reasonably approved
by the Administrative Agent.

                  "Acquired Entity or Business" shall have the meaning provided
in the definition of "Permitted Acquisition."



                                      -84-
<PAGE>   86

                  "Acquisition" shall mean the acquisition by Aviation
Acquisition Corporation of substantially all of the assets formally owned by FM
Aviation from FM Ignition pursuant to, and in accordance with, the terms of the
Acquisition Agreement and other Acquisition Documents.

                  "Acquisition Agreement" shall mean the Asset Purchase
Agreement, dated as of April 29, 2001, between Acquisition Corporation and FM
Ignition.

                  "Acquisition Documents" shall mean the Acquisition Agreement
and all other agreements and documents relating to the Acquisition.

                  "Additional Security Documents" shall have the meaning
provided in Section 8.11.

                  "Additional Subordinated Debt" shall have the meaning provided
in Section 9.04(xv).

                  "Adjusted Consolidated Net Income" shall mean, for any period,
Consolidated Net Income for such period plus, without duplication, the sum of
the amount of all net non-cash charges (including, without limitation,
depreciation, amortization, deferred tax expense and non-cash interest expense)
and net non-cash losses which were included in arriving at Consolidated Net
Income for such period, less the amount of all net non-cash gains (exclusive of
items reflected in Adjusted Consolidated Working Capital) which were included in
arriving at Consolidated Net Income for such period.

                  "Adjusted Consolidated Working Capital" shall mean, at any
time, Consolidated Current Assets (but excluding therefrom all cash, Cash
Equivalent and deferred income taxes to the extent otherwise included therein)
less Consolidated Current Liabilities.

                  "Administrative Agent" shall have the meaning provided in the
  first paragraph of this Agreement and shall include any successor to the
  Administrative Agent appointed pursuant to Section 12.10.

                  "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling (including, but not limited, to all
directors and officers of such Person), controlled by, or under direct or
indirect common control with such Person; PROVIDED, HOWEVER, that for purposes
of Section 9.07, an Affiliate of Holdings shall include any Person that directly
or indirectly owns more than 5% of any class of the capital stock of Holdings
and any officer or director of Holdings or any such Person.

                  "Agent" shall mean and include the Administrative Agent and
the Syndication Agent.

                  "Agreement" shall mean this Credit Agreement, as the same may
be from time to time modified, amended and/or supplemented.

                  "Applicable Base Rate Margin" shall mean:



                                      -85-
<PAGE>   87

                  (a) in the case of A Term Loans, Revolving Loans and Swingline
Loans maintained as Base Rate Loans, (i) for the period prior to the Restatement
Effective Date, the margin applicable to such Loans as provided in the Existing
Credit Agreement, (ii) for the period from the Restatement Effective Date
through but not including the first Start Date after the Restatement Effective
Date, 2.25% and (iii) from and after any Start Date to and including the
corresponding End Date, the respective percentage per annum set forth in clause
(A), (B), (C) or (D) below if, but only if, as of the Test Date for such Start
Date the applicable condition set forth in clause (A), (B), (C), or (D) below,
as the case may be, is met:

                           (A) 2.25% if, but only if, as of the Test Date for
                  such Start Date the Total Leverage Ratio for the Test Period
                  ended on such Test Date shall be greater than or equal to
                  4.00:1.00;

                           (B) 2.00% if, but only if, as of the Test Date for
                  such Start Date the Total Leverage Ratio for the Test Period
                  ended on such Test Date shall be less than 4.00:1.00 and
                  greater than or equal to 3.00:1.00;

                           (C) 1.75% if, but only if, as of the Test Date for
                  such Start Date the Total Leverage Ratio for the Test Period
                  ended on such Test Date shall be less than 3.00:1.00 but
                  greater than or equal to 2.50:1.00; or

                           (D) 1.50% if, but only if, as of the Test Date for
                  such Start Date the Total Leverage Ratio for the Test Period
                  ended on such Test Date shall be less than 2.50:1.00

         Notwithstanding anything to the contrary contained above in this clause
         (a), (x) each of the percentages set forth in clause (iii) above in
         this definition which would otherwise be in effect for any Applicable
         Margin Period shall be reduced by .25% from and after the respective
         Start Date to and including the corresponding End Date for such
         Applicable Margin Period if, but only if, as of the Test Date for such
         Start Date both the Senior Leverage Ratio for the Test Period ended on
         such Test Date shall be less than 2.75:1.00 and the Consolidated
         Interest Coverage Ratio for such Test Period shall be greater than
         1.80:1.00 and (y) the Applicable Base Rate Margin for A Term Loans,
         Revolving Loans and Swingline Loans shall be 2.25% at all times when a
         Default or an Event of Default shall exist;

                  (b)      in the case of B Term Loans maintained as Base Rate
Loans, 2.50%; and

                  (c)      in the case of C Term Loans maintained as Base Rate
Loans, 2.50%.

                  "Applicable Eurodollar Rate Margin" shall mean:

                  (a) in the case of A Term Loans and Revolving Loans maintained
as Eurodollar Loans, (i) for the period prior to the Restatement Effective Date,
the margin applicable to such Loans as provided in the Existing Credit
Agreement, (ii) for the period from the Restatement Effective Date through but
not including the first Start Date after the Restatement Effective Date, 3.25%
and (iii) from and after any Start Date to and including the corresponding



                                      -86-
<PAGE>   88

End Date, the respective percentage per annum set forth in clause (A), (B), (C)
or (D) below if, but only if, as of the Test Date for such Start Date the
applicable condition set forth in clause (A), (B), (C) or (D) below, as the case
may be, is met:

                           (A) 3.25% if, but only if, as of the Test Date for
                  such Start Date the Total Leverage Ratio for the Test Period
                  ended on such Test Date shall be greater than or equal to
                  4.00:1.00;

                           (B) 3.00% if, but only if, as of the Test Date for
                  such Start Date the Total Leverage Ratio for the Test Period
                  ended on such Test Date shall be less than 4.00:1.00 and
                  greater than or equal to 3.00:1.00;

                           (C) 2.75% if, but only if, as of the Test Date for
                  such Start Date the Total Leverage Ratio for the Test Period
                  ended on such Test Date shall be less than 3.00:1.00 and
                  greater than or equal to 2.50:1.00; or

                           (D) 2.50% if, but only if, as of the Test Date for
                  such Start Date the Total Leverage Ratio for the Test Period
                  ended on such Test Date shall be less than 2.50:1.00.

         Notwithstanding anything to the contrary contained above in this clause
         (a), (x) each of the percentages set forth in clause (iii) above in
         this definition which would otherwise be in effect for any Applicable
         Margin Period shall be reduced by .25% from and after the respective
         Start Date to and including the corresponding End Date for such
         Applicable Margin Period if, but only if, as of the Test Date for such
         Start Date both the Senior Leverage Ratio for the Test Period ended on
         such Test Date shall be less than 2.75:1.00 and the Consolidated
         Interest Coverage Ratio for such Test Period shall be greater than
         1.80:1.00 and (y) the Applicable Eurodollar Rate Margin for A Term
         Loans and Revolving Loans maintained as Eurodollar Loans shall be 3.25%
         at all times when a Default or an Event of Default shall exist;

                  (b)      in the case of B Term Loans maintained as Eurodollar
Loans, 3.50%; and

                  (c)      in the case of C Term Loans maintained as Eurodollar
Loans, 3.50%.

                  "Applicable Margin Period" shall mean each period which shall
commence on a date on which the financial statements are delivered pursuant to
Section 8.01(b) or (c), as the case may be, and which shall end on the earlier
of (i) the date of actual delivery of the next financial statements pursuant to
Section 8.01(b) or (c), as the case may be, and (ii) the latest date on which
the next financial statements are required to be delivered to Section 8.01(b) or
(c), as the case may be, provided that the first Applicable Margin Period shall
commence with the delivery of the financial statements in respect of the Test
Period ending on the last day of Holdings' fiscal quarter ending closest to June
30, 2001.

                  "Asset Sale" shall mean any sale, transfer or other
disposition by Holdings or any of its Subsidiaries to any Person other than
Holdings or any Wholly-Owned Subsidiary of Holdings of any asset (including,
without limitation, any capital stock or other securities of



                                      -87-
<PAGE>   89

another Person, but excluding the sale by such Person of its own capital stock)
of Holdings or such Subsidiary other than (i) sales, transfers or other
dispositions of inventory made in the ordinary course of business and (ii) sales
of assets pursuant to Sections 9.02(iv), (vi), (vii) and (x).

                  "Assignment and Assumption Agreement" shall mean an Assignment
and Assumption Agreement substantially in the form of Exhibit L (appropriately
completed).

                  "Authorized Officer" shall mean, with respect to (i)
delivering Notices of Borrowing, Notices of Conversion, Letter of Credit
Requests and similar notices, the treasurer or other financial officer of the
Borrower, (ii) delivering financial information and officer's certificates
pursuant to this Agreement, the treasurer or other senior financial officer of
Holdings or the Borrower, as appropriate, and (iii) any other matter in
connection with this Agreement or any other Credit Document, any officer (or a
person or persons so designated by any two officers) of Holdings or the
Borrower, in each case to the extent reasonably acceptable to the Administrative
Agent.

                  "Aviation Acquisition Corporation" shall mean Aviation
Acquisition Corporation, a Delaware corporation formed to effect the
Acquisition.

                  "B Term Lender" shall have the meaning provided in Section
4.02(m).

                  "B Term Loan" shall have the meaning provided in Section
1.01(b).

                  "B Term Loan Commitment" shall mean, with respect to each
Lender, the amount set forth opposite such Lender's name in Annex I directly
below the column entitled "B Term Loan Commitment," as the same may be
terminated pursuant to Sections 3.03 and/or Section 10.

                  "B Term Loan Maturity Date" shall mean May 15, 2006.

                  "B Term Note" shall have the meaning provided in Section
1.05(a).

                  "Bankruptcy Code" shall have the meaning provided in Section
10.05.

                  "Base Rate" shall mean at any time, the higher of (x) the rate
which is 1/2 of 1% in excess of the Federal Funds Rate and (y) the Prime Lending
Rate.

                  "Base Rate Loan" shall mean (i) each Swingline Loan and (ii)
each other Loan designated or deemed designated as such by the Borrower at the
time of the incurrence thereof or conversion thereto.

                  "Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Borrowing" shall mean and include (i) the borrowing of
Swingline Loans from BTCo on a given date and (ii) the borrowing of one Type of
Loan pursuant to a single Tranche by the Borrower from all of the Lenders having
Commitments with respect to such Tranche on a PRO



                                      -88-
<PAGE>   90

RATA basis on a given date (or resulting from conversions on a given date),
having in the case of Eurodollar Loans the same Interest Period; PROVIDED that
(i) Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered
part of any related Borrowing of Eurodollar Loans and (ii) each Borrowing
applicable to each of the Existing Loans outstanding on the Restatement
Effective Date shall continue to be applicable thereto as if the Existing Credit
Agreement had not been amended and restated as herein provided (although such
Existing Loans shall constitute A Term Loans, B Term Loans or Revolving Loans,
as the case may be, as provided for in this Agreement).

                  "BTCo" shall mean Bankers Trust Company, in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

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

                  "C Term Lender" shall have the meaning provided in Section
4.02(m).

                  "C Term Loan" shall have the meaning provided in Section
1.01(c).

                  "C Term Loan Commitment" shall mean, with respect to each
Lender, the amount set forth opposite such Lender's name in Annex I directly
below the column entitled "C Term Loan Commitment" as same may be terminated
pursuant to Sections 3.03 and/or 10.

                  "C Term Loan Maturity Date" shall mean May 15, 2007.

                  "C Term Note" shall have the meaning provided in Section
1.05(a).

                  "Calculation Period" shall have the meaning provided in
Section 8.14.

                  "Capital Call Agreement" shall have the meaning provided in
Section 5.12.

                  "Capital Expenditures" shall mean, with respect to any Person,
all expenditures by such Person which should be capitalized in accordance with
GAAP, including all such expenditures with respect to fixed or capital assets
(including, without limitation, expenditures for maintenance and repairs which
should be capitalized in accordance with GAAP) and the amount of all Capitalized
Lease Obligations incurred by such Person.

                  "Capital Lease" as applied to any Person, shall mean any lease
of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of that Person.



                                      -89-
<PAGE>   91

                  "Capitalized Lease Obligations" shall mean, with respect to
any Person, all obligations under Capital Leases of such Person and or any of
its Subsidiaries in each case taken at the amount thereof accounted for as
liabilities in accordance with GAAP.

                  "Cash Equivalents" shall mean, as to any Person, (i)
securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (PROVIDED that the full faith
and credit of the United States is pledged in support thereof) having maturities
of not more than one year from the date of acquisition, (ii) marketable direct
obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either S&P or
Moody's, (iii) time deposits, certificates of deposit and bankers' acceptances
of any Lender or any commercial bank having, or which is the principal banking
subsidiary of a bank holding company organized under the laws of the United
States, any State thereof, the District of Columbia or any foreign jurisdiction
having capital, surplus and undivided profits aggregating in excess of
$500,000,000 and having a long-term unsecured debt rating of at least "A" or the
equivalent thereof from S&P's or "A2" or the equivalent thereof from Moody's,
with maturities of not more than one year from the date of acquisition by such
Person, (iv) repurchase agreements with a term of not more than 30 days,
involving securities of the types described in preceding clause (i), and entered
into with commercial banks meeting the requirements of preceding clause (iii),
(v) commercial paper issued by any Person incorporated in the United States
rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the
equivalent thereof by Moody's and in each case maturing not more than one year
after the date of acquisition by such Person, (vi) investments in money market
funds substantially all of whose assets are comprised of securities of the types
described in clauses (i) through (v) above and (vii) demand deposit accounts
maintained in the ordinary course of business.

                  "Change of Control" shall mean, at any time and for any reason
whatsoever, (i) Holdings shall cease to own directly 100% on a fully diluted
basis of the economic and voting interest in the Borrower's capital stock or
(ii) Odyssey and its Affiliates shall cease to own on a fully diluted basis in
the aggregate at least 51% of the economic and voting interest in Holdings'
capital stock (for such purpose, excluding any 16% Redeemable Preferred Stock)
or (iii) Odyssey and its Affiliates shall cease to have the ability to elect,
and shall have failed to elect, at least a majority of the Board of Directors of
Holdings or (iv) a "change of control" or similar event shall occur as provided
in the Senior Subordinated Note Documents, the Seller Subordinated Note
Documents or the 16% Redeemable Preferred Stock.

                  "Change of Law" shall have the meaning provided in Section
10.06.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to the Code are to the Code, as in effect at the
date of this Agreement and any subsequent provisions of the Code, amendatory
thereof, supplemental thereto or substituted therefor.

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



                                      -90-
<PAGE>   92

                  "Collateral Agent" shall mean the Administrative Agent acting
as collateral agent for the Secured Creditors.

                  "Collective Bargaining Agreements" shall have the meaning
provided in Section 5.13.

                  "Commitment" shall mean any of the commitments of any Lender,
I.E., whether the B Term Loan Commitment, the C Term Loan Commitment or the
Revolving Loan Commitment.

                  "Commitment Fee" shall have the meaning provided in Section
3.01(a).

                  "Consolidated Current Assets" shall mean, at any time, the
current assets of Holdings and its Subsidiaries at such time determined on a
consolidated basis.

                  "Consolidated Current Liabilities" shall mean, at any time,
the current liabilities of Holdings and its Subsidiaries determined on a
consolidated basis, but excluding deferred income taxes, and the current portion
of and accrued but unpaid interest on any Indebtedness under this Agreement and
any other long-term Indebtedness which would otherwise be included therein.

                  "Consolidated Debt" shall mean, at any time, the sum of
(without duplication) (i) all Indebtedness of Holdings and its Subsidiaries as
would be required to be reflected on the liability side of a balance sheet of
such Person in accordance with GAAP as determined on a consolidated basis, (ii)
all Indebtedness of Holdings and its Subsidiaries of the type described in
clause (iii) of the definition of Indebtedness and (iii) all Contingent
Obligations of Holdings and its Subsidiaries in respect of Indebtedness of other
Persons of the type referred to in preceding clauses (i) and (ii) of this
definition; PROVIDED that for purposes of this definition, (x) the amount of
Indebtedness in respect of Interest Rate Protection Agreements shall be at any
time the unrealized net loss position, if any, of Holdings and/or its
Subsidiaries thereunder on a marked-to-market basis determined no more than one
month prior to such time, and (y) the Seller Subordinated Notes, any Additional
Subordinated Debt of Holdings (so long as neither the Borrower nor any of its
Subsidiaries has guaranteed same) and the Shareholder Subordinated Notes shall
not be treated as Consolidated Debt.

                  "Consolidated EBIT" shall mean, for any period, Consolidated
Net Income for such period before consolidated interest expense of Holdings and
its Subsidiaries for such period (to the extent deducted in arriving at
Consolidated Net Income) and provision for taxes based on income that were
included in arriving at Consolidated Net Income for such period without giving
effect (x) to any extraordinary gains or losses and (y) to any gains or losses
from sales of assets other than from sales of inventory in the ordinary course
of business.

                  "Consolidated EBITDA" shall mean, for any period, Consolidated
EBIT for such period, adjusted by (x) adding thereto the amount of all
amortization and depreciation that were deducted in arriving at Consolidated
EBIT for such period and determined without giving effect to (without
duplication) (i) any expenses incurred in connection with the Transaction
(including



                                      -91-
<PAGE>   93

up to $300,000 in severance costs to former employees of the Acquired Business)
before the six month anniversary of the Restatement Effective Date, (ii) any
non-cash charges incurred in such period to the extent that such non-cash
charges do not give rise to a liability that would be required to be reflected
on the consolidated balance sheet of the Borrower and so long as no cash
payments or cash expenses will be associated therewith (whether in the current
period or any future period), (iii) any non-cash compensation charges incurred
in such period and (iv) up to $900,000 in moving expenses and transition costs
incurred before the six month anniversary of the Restatement Effective Date in
connection with the relocation of the Borrower's lube and scavenge pump line
division which was purchased from Honeywell International, Inc. prior to the
Restatement Effective Date, in each case to the extent that same were deducted
in arriving at Consolidated EBIT for such period and (y) subtracting therefrom
the amount of all cash payments made in such period to the extent that same
relate to a non-cash compensation charge incurred in a previous period; it being
understood that (A) for purposes of Sections 9.09, 9.10 and 9.11, and for
purposes of the definitions of Applicable Base Rate Margin and Applicable
Eurodollar Rate Margin, Consolidated EBITDA shall be calculated on a PRO FORMA
Basis as if the Transaction had occurred on the first day of Holdings' fiscal
quarter beginning closest to April 1, 2001 and such Consolidated EBITDA for
Holdings' fiscal quarters ended closest to June 30, 2000, September 30, 2000,
December 31, 2000 and March 31, 2001 (before giving effect to any PRO FORMA
adjustments thereto pursuant to clause (iii) of the definition of PRO FORMA
Basis) was $21,600,000, $21,000,000, $18,600,000 and $22,900,000, respectively,
and (B) in determining the Total Leverage Ratio and the Senior Leverage Ratio
only and for determining compliance with Section 9.09, Consolidated EBITDA for
any period shall be calculated on a PRO FORMA Basis to give effect to any
Acquired Entity or Business acquired during such period pursuant to a Permitted
Acquisition and not subsequently sold or otherwise disposed of by Holdings or
any of its Subsidiaries during such period.

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

                  "Consolidated Interest Expense" shall mean, for any period,
the total consolidated interest expense of Holdings and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, that portion of Capitalized Lease
Obligations of Holdings and its Subsidiaries representing the interest factor
for such period, and capitalized interest expense, plus the amount of all cash
Dividend requirements (whether or not declared or paid) on preferred stock paid
or accrued or scheduled to be paid or accrued during such period, but excluding
(i) the amortization of any deferred financing costs or of any costs in respect
of any Interest Rate Protection Agreement, (ii) any interest expense on the
Shareholder Subordinated Notes, (iii) any interest expense on the Seller
Subordinated Notes and any Additional Subordinated Debt of Holdings in each case
to the extent that same is not paid or payable in cash for such period and (iv)
any non-cash dividends and amortization of original issue discount on the 16%
Redeemable Preferred Stock; it being understood that, for purposes of this
Agreement, Consolidated Interest Expenses shall be calculated on a PRO FORMA
Basis as if the Transaction had occurred on the first day of Holdings' fiscal
quarter beginning closest to April 1, 2001 and such Consolidated Interest
Expenses for Holdings' fiscal quarters ended closest to June 30, 2000, September
30, 2000, December 31, 2000 and March 31, 2001 was $8,450,000, $8,450,000,
$8,450,000, and $8,450,000, respectively.



                                      -92-
<PAGE>   94

                  "Consolidated Net Income" shall mean, for any period, the net
after tax income of Holdings and its Subsidiaries determined on a consolidated
basis for such period (after any deduction for minority interests), provided
that (i) in determining Consolidated Net Income, the net income of any other
Person which is not a Subsidiary of Holdings or is accounted for by Holdings by
the equity method of accounting shall be included only to the extent of the
payment of cash dividends or distributions by such other Person to Holdings or a
Subsidiary thereof during such period, (ii) the net income of any Subsidiary of
Holdings (other than the Borrower) shall be excluded to the extent that the
declaration or payment of cash dividends or similar distributions by that
Subsidiary of that net income is not at the date of determination permitted by
operation of its charter or any agreement, instrument or law applicable to such
Subsidiary, and (iii) the net income (or loss) of any other Person acquired by
such specified Person or a Subsidiary of such Person in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded.

                  "Contingent Obligations" shall mean, as to any Person, any
obligation of such Person as a result of such Person being a general partner of
the other Person, unless the underlying obligation is expressly made
non-recourse as to such general partner, and any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness, leases, dividends or
other obligations ("primary obligations") of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, (a) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (b) to advance or supply funds (x) for the purchase
or payment of any such primary obligation or (y) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (d) otherwise to assure or hold harmless the owner of such primary
obligation against loss in respect thereof; PROVIDED, HOWEVER, that the term
Contingent Obligation shall not include endorsements of instruments for deposit
or collection or standard contractual indemnities entered into, in each case in
the ordinary course of business. The amount of any Contingent Obligation shall
be deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is made or, if
not stated or determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith.

                  "Contributor" shall mean Odyssey Investment Partners Fund,
L.L.C.

                  "Credit Documents" shall mean this Agreement, the Notes, the
Subsidiaries Guaranty, the Capital Call Agreement and each Security Document.

                  "Credit Event" shall mean the making of a Loan (other than a
Revolving Loan made pursuant to a Mandatory Borrowing) or the issuance of a
Letter of Credit.

                  "Credit Party" shall mean Holdings, the Borrower and each
Subsidiary Guarantor.



                                      -93-
<PAGE>   95

                  "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

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

                  "Dividend" shall have the meaning provided in Section 9.06.

                  "Domestic Subsidiary" shall mean each Subsidiary of Holdings
incorporated or organized in the United States or any State or territory
thereof.

                  "Eligible Transferee" shall mean and include a commercial
bank, financial institution, any fund that invests in loans or any other
"accredited investor" (as defined in Regulation D of the Securities Act).

                  "Employee Benefit Plans" shall have the meaning set forth in
Section 5.13.

                  "Employment Agreements" shall have the meaning provided in
Section 5.13.

                  "End Date" shall mean, for any Applicable Margin Period, the
last day of such Applicable Margin Period.

                  "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any violation (or alleged violation) by Holdings or any of its
Subsidiaries under any Environmental Law (hereafter "Claims") or any permit
issued to Holdings or any of its Subsidiaries under any such law, including,
without limitation, (a) any and all Claims by governmental or regulatory
authorities for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law, and (b) any and
all Claims by any third party seeking damages, contribution, indemnification,
cost recovery, compensation or injunctive relief resulting from Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment.

                  "Environmental Law" shall mean any applicable federal, state
or local statute, law, rule, regulation, ordinance, code or rule of common law
now or hereafter in effect and in each case as amended, and any legally binding
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment (for purposes of this
definition (collectively, "Laws")), relating to the environment, or Hazardous
Materials or health and safety to the extent such health and safety issues
relate to the occupational exposure to Hazardous Materials, or any such similar
Laws.

                  "Equity Financing" shall mean the issuance by Holdings of
15,000 shares of its 16% Redeemable Preferred Stock on the Restatement Effective
Date to First Union Investors, Inc. for gross cash proceeds of $15,000,000.



                                      -94-
<PAGE>   96

                  "Equity Financing Documents" shall mean and include the
respective certificate of designation, any purchase agreement and all other
agreements governing, or relating to, the Equity Financing.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect on the Restatement Effective Date and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in
Section 3(9) of ERISA) which together with Holdings or a Subsidiary of Holdings
would be deemed to be a "single employer" (i) within the meaning of Section
414(b), (c), (m) or (o) of the Code or (ii) as a result of Holdings or a
Subsidiary of Holdings being or having been a general partner of such person.

                  "Eurodollar Loans" shall mean each Loan (other than a
Swingline Loan) designated as such by the Borrower at the time of the incurrence
thereof or conversion thereto.

                  "Eurodollar Rate" shall mean with respect to each Interest
Period for a Eurodollar Loan, (i) the offered quotation to first-class banks in
the interbank Eurodollar market by BTCo for U.S. dollar deposits of amounts in
same day funds comparable to the outstanding principal amount of the Eurodollar
Loan of BTCo for which an interest rate is then being determined with maturities
comparable to the Interest Period to be applicable to such Eurodollar Loan,
determined as of 10:00 A.M. (New York time) on the date which is two Business
Days prior to the commencement of such Interest Period divided (and rounded
upward to the next whole multiple of 1/16 of 1%) by (ii) a percentage equal to
100% minus the then stated maximum rate of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves) applicable to any member bank of the Federal Reserve System in respect
of Eurocurrency liabilities as defined in Regulation D (or any successor
category of liabilities under Regulation D).

                  "Event of Default" shall have the meaning provided in Section
10.

                  "Excess Cash Flow" shall mean, for any period, the remainder
of (a) the sum of (i) Adjusted Consolidated Net Income for such period and (ii)
the decrease, if any, in Adjusted Consolidated Working Capital from the first
day to the last day of such period, minus (b) the sum of (i) the amount of all
Capital Expenditures made by Holdings and its Subsidiaries on a consolidated
basis during such period (except to the extent financed with equity proceeds,
insurance proceeds, Asset Sale proceeds or the proceeds of Indebtedness), (ii)
the aggregate amount of permanent principal payments of Indebtedness for
borrowed money of Holdings and its Subsidiaries and the permanent repayment of
the principal component of Capitalized Lease Obligations of Holdings and its
Subsidiaries during such period (excluding (A) payments to the extent made with
equity proceeds, insurance proceeds, Asset Sale proceeds or Indebtedness and (B)
payments of Loans or other Obligations, PROVIDED that repayments of Loans shall
be deducted in determining Excess Cash Flow if such repayments were (x) required
as a result of a Scheduled Repayment under Section 4.02(b), (c) or (d) or (y)
made as a voluntary prepayment pursuant to Section 4.01



                                      -95-
<PAGE>   97

with internally generated funds (but in the case of a voluntary prepayment of
Revolving Loans or Swingline Loan, only to the extent accompanied by a voluntary
reduction to the Total Revolving Loan Commitment)) and (iii) the increase, if
any, in Adjusted Consolidated Working Capital from the first day to the last day
of such period.

                  "Excess Cash Flow Payment Date" shall mean the date occurring
90 days after the last day of a fiscal year of Holdings.

                  "Excess Cash Flow Payment Period" shall mean, with respect to
each Excess Cash Payment Date, the immediately preceding fiscal year of
Holdings.

                  "Existing A Term Loan" shall mean each "A Term Loan" under,
and as defined in, the Existing Credit Agreement.

                  "Existing B Term Loan" shall mean each "B Term Loan" under,
and as defined in, the Existing Credit Agreement.

                  "Existing Credit Agreement" shall have the meaning provided in
the first WHEREAS clause of this Agreement.

                  "Existing Indebtedness" shall have the meaning provided in
Section 7.22.

                  "Existing Indebtedness Agreements" shall have the meaning
provided in Section 5.13.

                  "Existing Lenders" shall mean each of the lenders party to the
Existing Credit Agreement on the Restatement Effective Date.

                  "Existing Loans" shall mean and include the Existing A Term
Loans, the Existing B Term Loans and the Existing Revolving Loans.

                  "Existing Revolving Loan" shall mean each "Revolving Loan"
under, and as defined in, the Existing Credit Agreement.

                  "Facing Fee" shall have the meaning provided in Section
3.01(c).

                  "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to, or referred
to in, Section 3.01.



                                      -96-
<PAGE>   98

                  "FM Aviation" shall mean Federal-Mogul Aviation, Inc., a
Delaware corporation.

                  "FM Ignition" shall mean Federal-Mogul Ignition Company, a
Delaware corporation.

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

                  "Foreign Subsidiary" shall mean each Subsidiary of Holdings
other than a Domestic Subsidiary.

                  "GAAP" shall mean generally accepted accounting principles in
the United States of America as in effect from time to time; it being agreed
that determinations in accordance with GAAP for purposes of Section 4.02(i),
Section 9, the Applicable Base Rate Margin and the Applicable Eurodollar Rate
Margin, including (in each case) defined terms as used therein, are subject (to
the extent provided therein) to Section 13.07(a).

                  "Guaranteed Creditors" shall mean and include each of the
Administrative Agent, the Collateral Agent, the Lenders, the Letter of Credit
Issuers and each party (other than any Credit Party) party to an Interest Rate
Protection Agreement or Other Hedging Agreement to the extent that such party
constitutes a Secured Creditor under the Security Documents.

                  "Guaranteed Obligations" shall mean (i) the principal and
interest on each Note issued by the Borrower to each Lender, and Loans made,
under this Agreement and all reimbursement obligations and Unpaid Drawings with
respect to Letters of Credit, together with all the other obligations (including
obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) and liabilities (including, without
limitation, indemnities, fees and interest thereon) of the Borrower to such
Lender, the Administrative Agent, each Letter of Credit Issuer and the
Collateral Agent now existing or hereafter incurred under, arising out of or in
connection with this Agreement and each other Credit Document for which the
Borrower is a party and the due performance and compliance by the Borrower with
all the terms, conditions and agreements contained in this Agreement and each
such other Credit Document and (ii) all obligations (including obligations
which, but for the automatic stay under Section 362(a) of the Bankruptcy Code,
would become due) and liabilities of the Borrower or any of its Subsidiaries
owing under any Interest Rate Protection Agreement or Other Hedging Agreement
entered into by the Borrower or any of its Subsidiaries with any Lender or any
affiliate thereof (even if such Lender subsequently ceases to be a Lender under
this Agreement for any reason) so long as such Lender or affiliate participate
in such Interest Rate Protection Agreement or Other Hedging Agreement, and their
subsequent assigns, if any, whether now in existence or hereafter arising, and
the due performance and compliance by the Borrower or any of its Subsidiaries
with all terms, conditions and agreements contained therein.



                                      -97-
<PAGE>   99

                  "Guarantor" shall mean Holdings and each Subsidiary Guarantor.

                  "Guaranty" shall mean and include each of the Holdings
Guaranty and the Subsidiaries Guaranty.

                  "Hazardous Materials" shall mean (a) any petrochemical or
petroleum products, radioactive materials friable asbestos, urea formaldehyde
foam insulation, transformers or other equipment that contain dielectric fluid
containing levels of polychlorinated biphenyls, and radon gas; and (b) any
chemicals, materials or substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," "restricted
hazardous materials," "extremely hazardous wastes," "restrictive hazardous
wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants,"
or words of similar meaning and regulatory effect where the relevant
Governmental authority has jurisdiction over the operations of Holdings or any
of its Subsidiaries.

                  "Holdings" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Holdings Common Stock" shall have the meaning provided in
Section 7.14(a).

                  "Holdings Guaranty" shall mean the guaranty of Holdings
pursuant to Section 14.

                  "Indebtedness" of any Person shall mean, without duplication,
(i) all indebtedness of such Person for borrowed money, (ii) the deferred
purchase price of assets or services payable to the sellers thereof or any of
such seller's assignees which in accordance with GAAP would be shown on the
liability side of the balance sheet of such Person but excluding deferred rent
as determined in accordance with GAAP, (iii) the face amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder, (iv) all Indebtedness of a second Person secured by any
Lien on any property owned by such first Person, whether or not such
Indebtedness has been assumed, (v) all Capitalized Lease Obligations of such
Person, (vi) all obligations of such Person to pay a specified purchase price
for goods or services whether or not delivered or accepted, I.E., take-or-pay
and similar obligations, (vii) all obligations under Interest Rate Protection
Agreements and Other Hedging Agreements and (viii) all Contingent Obligations of
such Person, PROVIDED that Indebtedness shall not include (i) trade payables and
accrued expenses, in each case arising in the ordinary course of business, or
(ii) any 16% Redeemable Preferred Stock to the extent that same would otherwise
have been included in the definition thereof.

                  "Intercompany Loan" shall have the meaning provided in Section
9.05(vi).

                  "Intercompany Notes" shall mean promissory notes, in the form
of Exhibit M, evidencing Intercompany Loans.

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




                                      -98-
<PAGE>   100

                  "Interest Period," with respect to any Eurodollar Loan, shall
mean the interest period applicable thereto, as determined pursuant to Section
1.09.

                  "Interest Rate Protection Agreement" shall mean any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedging agreement or other similar agreement or
arrangement.

                  "Investment" shall have the meaning provided in Section 9.05.

                  "L/C Supportable Obligations" shall mean obligations of the
Borrower or any of its Wholly-Owned Subsidiaries incurred in the ordinary course
of business and otherwise permitted to exist pursuant to the terms of this
Agreement (other than obligations in respect of the Senior Subordinated Notes
and any Additional Subordinated Debt).

                  "Leasehold" of any Person shall mean all of the right, title
and interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "Lender" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Lender Default" shall mean (i) the refusal (which has not
been retracted) of a Lender to make available its portion of any Borrowing
(including any Mandatory Borrowing) or to fund its portion of any unreimbursed
payment under Section 2.03 or (ii) a Lender having notified the Administrative
Agent and/or the Borrower that it does not intend to comply with the obligations
under Section 1.01(d), 1.01(f) or 2.03, in the case of either clause (i) or (ii)
above as a result of the appointment of a receiver or conservator with respect
to such Lender at the direction or request of any regulatory agency or
authority.

                  "Letter of Credit" shall have the meaning provided in Section
2.01(a).

                  "Letter of Credit Fees" shall have the meaning provided in
Section 3.01(b).

                  "Letter of Credit Issuer" shall mean BTCo (which, for purposes
of this definition, also shall include any banking affiliate of BTCo, including
Deutsche Bank AG, New York Branch, which has agreed to issue Letters of Credit
under this Agreement) and any other Lender which, at the request of the Borrower
and with the consent of the Administrative Agent, agrees in such Lender's sole
discretion to become a Letter of Credit Issuer for purposes of issuing Letters
of Credit pursuant to Section 2. The sole Letter of Credit Issuer on the
Restatement Effective Date is BTCo.

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of, without duplication, (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings in
respect of all Letters of Credit.

                  "Letter of Credit Request" shall have the meaning provided in
Section 2.02(a).




                                      -99-
<PAGE>   101

                  "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the UCC or any similar
recording or notice statute, and any lease having substantially the same effect
as the foregoing).

                  "Loan" shall mean each A Term Loan, each B Term Loan, each C
Term Loan, each Revolving Loan and each Swingline Loan.

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

                  "Management Agreements" shall have the meaning provided in
Section 5.13.

                  "Mandatory Borrowing" shall have the meaning provided in
Section 1.01(f).

                  "Margin Stock" shall have the meaning provided in Regulation
U.

                  "Material Adverse Effect" shall mean (i) a material adverse
effect on the business, operations, properties, assets, liabilities or condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as a whole
or Holdings and its Subsidiaries taken as a whole or (ii) a material adverse
effect (x) on the rights or remedies of the Lenders or the Administrative Agent
hereunder or under any other Credit Document or (y) on the ability of any Credit
Party to perform its obligations to the Lenders or the Administrative Agent
hereunder or under any other Credit Document.

                  "Maturity Date" with respect to any Tranche of Loans, shall
mean the A Term Loan Maturity Date, the B Term Loan Maturity Date, the C Term
Loan Maturity Date, the Revolving Loan Maturity Date or the Swingline Expiry
Date, as the case may be.

                  "Maximum Swingline Amount" shall mean $3,000,000.

                  "Minimum Borrowing Amount" shall mean (i) for Revolving Loans,
$1,000,000, (ii) for Term Loans, $5,000,000, and (iii) for Swingline Loans,
$100,000.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Multiemployer Plan" shall mean any multiemployer plan as
defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by
(or to which there is an obligation to contribute of) Holdings or any Subsidiary
of Holdings or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which Holdings or any Subsidiary of
Holdings or an ERISA Affiliate maintained, contributed to or had an obligation
to contribute to such plan.



                                     -100-
<PAGE>   102

                  "Net Sale Proceeds" shall mean, for any Asset Sale, the gross
cash proceeds (including any cash received by way of deferred payment pursuant
to a promissory note, receivable or otherwise, but only as and when received)
received from such Asset Sale, net of reasonable transaction costs (including,
without limitation, any underwriting, brokerage or other customary selling
commissions and reasonable legal, advisory and other fees and expenses,
including title and recording expenses, associated therewith) and payments of
unassumed liabilities relating to the assets sold at the time of, or within 30
days after, the date of such Asset Sale, the amount of such gross cash proceeds
required to be used to repay any Indebtedness (other than Indebtedness of the
Lenders pursuant to this Agreement) which is secured by the respective assets
which were sold, and the estimated marginal increase in income and sales taxes
which will be payable by Holdings' consolidated group with respect to the fiscal
year in which the sale occurs as a result of such sale; but excluding any
portion of any such gross cash proceeds which the Borrower determines in good
faith should be reserved for post-closing adjustments (to the extent the
Borrower delivers to the Lenders a certificate signed by its chief financial
officer or other Authorized Officer as to such determination), it being
understood and agreed that on the day that all such post-closing adjustments
have been determined (which shall not be later than six months following the
date of the respective Asset Sale), the amount (if any) by which the reserved
amount in respect of such sale or disposition exceeds the actual post-closing
adjustments payable by Holdings or any of its Subsidiaries shall constitute Net
Sale Proceeds on such date received by Holdings and/or any of its Subsidiaries
from such sale, lease, transfer or other disposition.

                  "Non-Defaulting Lender" shall mean each Lender other than a
Defaulting Lender.

                  "Note" shall mean each A Term Note, each B Term Note, each C
Term Note, each Revolving Note and the Swingline Note.

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03(a).

                  "Notice of Conversion" shall have the meaning provided in
Section 1.06.

                  "Notice Office" shall mean the office of the Administrative
Agent located at One Bankers Trust Plaza, 130 Liberty Street, New York, New York
10006 or such other office as the Administrative Agent may designate to the
Borrower and the Lenders from time to time.

                  "Obligations" shall mean all amounts, direct or indirect,
contingent or absolute, of every type or description, and at any time existing,
owing to the Administrative Agent, the Collateral Agent, any Letter of Credit
Issuer or any Lender pursuant to the terms of this Agreement or any other Credit
Document.

                  "Odyssey" shall mean Odyssey Investment Partners, L.L.C., a
Delaware limited liability company.

                  "Original Effective Date" shall mean December 3, 1998.

                  "Original Holdings Guaranty" shall mean the guaranty of
Holdings pursuant to Section 14 of the Existing Credit Agreement.



                                     -101-
<PAGE>   103

                  "Other Hedging Agreements" shall mean any foreign exchange
contracts, currency swap agreements or other similar agreements or arrangements
designed to protect against fluctuations in currency values.

                  "Participant" shall have the meaning provided in Section
2.03(a).

                  "Payment Office" shall mean the office of the Administrative
Agent located at One Bankers Trust Plaza, 130 Liberty Street, New York, New York
10006 or such other office as the Administrative Agent may designate to the
Borrower and the Lenders from time to time.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                  "Percentage" shall mean, at any time for each RL Lender, the
percentage obtained by dividing such RL Lender's Revolving Loan Commitment at
such time by the Total Revolving Loan Commitment then in effect, PROVIDED that
if the Total Revolving Loan Commitment has been terminated, the Percentage of
each RL Lender shall be determined by dividing such RL Lender's Revolving Loan
Commitment as in effect immediately prior to such termination by the Total
Revolving Loan Commitment as in effect immediately prior to such termination.

                  "Permitted Acquisition" shall mean the acquisition by the
Borrower or a Subsidiary Guarantor of assets constituting a business, division
or product line of any Person not already a Subsidiary of the Borrower or of
100% of the capital stock of any such Person, which Person shall, as a result of
such stock acquisition, become a Wholly-Owned Domestic Subsidiary of the
Borrower (such assets or Person are referred to as an "Acquired Entity or
Business"), PROVIDED that (A) the consideration paid by the Borrower or such
Subsidiary Guarantor consists solely of cash (including proceeds of Revolving
Loans and Swingline Loans), the issuance or incurrence of Indebtedness otherwise
permitted by Section 9.04, the issuance of Holdings Common Stock, Qualified
Preferred Stock of Holdings or 16% Redeemable Preferred Stock of Holdings to the
extent no Default or Event of Default exists pursuant to Section 9.13(a) or
10.10 or would result therefrom and the assumption/ acquisition of any
Indebtedness (calculated at face value) relating to such Acquired Entity or
Business which is permitted to remain outstanding in accordance with the
requirements of Section 9.04, (B) in the case of the acquisition of 100% of the
capital stock of any Person, such Person shall own no capital stock of any other
Person unless either (x) such Person owns 100% of the capital stock of such
other Person or (y) (1) such Person and/or its Wholly-Owned Subsidiaries own at
least 80% of the consolidated assets of such Person and its Subsidiaries and (2)
any non-Wholly Owned Subsidiary of such Person was non-Wholly Owned prior to the
date of such Permitted Acquisition of such Person, (C) substantially all of the
business, division or product line acquired pursuant to the respective Permitted
Acquisition, or the business of the Person acquired pursuant to the respective
Permitted Acquisition and its Subsidiaries taken as a whole, is in the United
States, (D) the Acquired Entity or Business acquired is in a business permitted
by Section 9.01 and (E) all applicable requirements of Sections 8.14 and 9.02
applicable to Permitted Acquisitions are satisfied. Notwithstanding anything to
the contrary contained in the immediately preceding sentence, an acquisition
which does not otherwise meet the requirements set forth above in the definition
of "Permitted Acquisition" shall constitute a Permitted Acquisition if, and to
the extent, the Required Lenders



                                     -102-
<PAGE>   104

agree in writing that such acquisition shall constitute a Permitted Acquisition
for purposes of this Agreement.

                  "Permitted Liens" shall have the meaning provided in Section
9.03.

                  "Person" shall mean any individual, partnership, joint
venture, firm, corporation, limited liability company, association, trust or
other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.

                  "Plan" shall mean any pension plan as defined in Section 3(2)
of ERISA (other than a Multiemployer Plan), which is maintained or contributed
to by (or to which there is an obligation to contribute of) Holdings or a
Subsidiary of Holdings or an ERISA Affiliate, and each such plan (other than a
Multiemployer Plan) for the five year period immediately following the latest
date on which Holdings, or a Subsidiary of Holdings or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such plan.

                  "Pledge Agreement" shall have the meaning provided in Section
5.10(a).

                  "Prime Lending Rate" shall mean the rate which BTCo announces
from time to time as its prime lending rate, the Prime Lending Rate to change
when and as such prime lending rate changes. The Prime Lending Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. BTCo may make commercial loans or other loans
at rates of interest at, above or below the Prime Lending Rate.

                  "PRO FORMA Basis" shall mean, in connection with any
calculation of compliance with any financial covenant or financial term, the
calculation thereof after giving effect on a pro forma basis to (x) the
incurrence of any Indebtedness (other than revolving Indebtedness, except to the
extent same is incurred to finance the Transaction, to refinance other
outstanding Indebtedness or to finance Permitted Acquisitions) after the first
day of the relevant Calculation Period as if such Indebtedness had been incurred
(and the proceeds thereof applied) on the first day of the relevant Calculation
Period, (y) the permanent repayment of any Indebtedness (other than revolving
Indebtedness) after the first day of the relevant Calculation Period as if such
Indebtedness had been retired or redeemed on the first day of the relevant
Calculation Period and (z) the Permitted Acquisition, if any, then being
consummated as well as any other Permitted Acquisition consummated after the
first day of the relevant Calculation Period and on or prior to the date of the
respective Permitted Acquisition then being effected, with the following rules
to apply in connection therewith:

               (i) all Indebtedness (x) (other than revolving Indebtedness,
         except to the extent same is incurred to finance the Transaction, to
         refinance other outstanding Indebtedness or to finance Permitted
         Acquisitions) incurred or issued after the first day of the relevant
         Calculation Period (whether incurred to finance a Permitted
         Acquisition, to refinance Indebtedness or otherwise) shall be deemed to
         have been incurred or issued (and the proceeds thereof applied) on the
         first day of the respective Calculation Period and remain outstanding
         through the date of determination (and thereafter in the case of
         projections pursuant to Section 8.14(a)(iv)) and (y) (other than
         revolving Indebtedness) permanently



                                     -103-
<PAGE>   105

         retired or redeemed after the first day of the relevant Calculation
         Period shall be deemed to have been retired or redeemed on the first
         day of the respective Calculation Period and remain retired through the
         date of determination (and thereafter in the case of projections
         pursuant to Section 8.14(a)(iv));

              (ii) all Indebtedness assumed to be outstanding pursuant to
         preceding clause (i) shall be deemed to have borne interest at (x) the
         rate applicable thereto, in the case of fixed rate indebtedness or (y)
         the rates which would have been applicable thereto during the
         respective period when same was deemed outstanding, in the case of
         floating rate Indebtedness (although interest expense with respect to
         any Indebtedness for periods while same was actually outstanding during
         the respective period shall be calculated using the actual rates
         applicable thereto while same was actually outstanding); provided that
         for purposes of calculations pursuant to Section 8.14(a)(iv), all
         Indebtedness (whether actually outstanding or deemed outstanding)
         bearing interest at a floating rate of interest shall be tested on the
         basis of the rates applicable at the time the determination is made
         pursuant to said provisions; and

             (iii) in making any determination of Consolidated EBITDA, PRO FORMA
         effect shall be given to the Acquisition and any Permitted Acquisition
         for the periods described above, taking into account factually
         supportable and identifiable cost savings and expenses which would
         otherwise be accounted for as an adjustment pursuant to Article 11 of
         Regulation S-X under the Securities Act, as if such cost savings or
         expenses were realized on the first day of the respective period (it
         being understood, however, that any such cost savings and expenses
         relating to the Acquisition only shall be permitted to the extent
         identified to the Administrative Agent in writing by the Borrower on or
         prior to June 30, 2001).

                  "Projections" shall mean the projections which were prepared
by or on behalf of Holdings in connection with the Transaction and set forth in
the Confidential Information Memorandum, dated May 2001, prepared by the Agents
in connection with the syndication of the Total Commitment.

                  "Qualified Preferred Stock" shall mean any preferred stock of
Holdings (other than the 16% Redeemable Preferred Stock) so long as the terms of
any such preferred stock (i) do not contain any mandatory put, redemption,
repayment, sinking fund or other similar provision prior to June 30, 2008, (ii)
do not require the cash payment of dividends at a time when such payment would
be prohibited or not permitted under this Agreement, (iii) do not contain any
covenants, (iv) do not grant the holders thereof any voting rights except for
(x) voting rights required to be granted to such holders under applicable law
and (y) limited customary voting rights on fundamental matters such as mergers,
consolidations, sales of all or substantially all of the assets of Holdings, or
liquidations involving Holdings, and (v) are otherwise reasonably satisfactory
to the Administrative Agent.

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




                                     -104-
<PAGE>   106

                  "Real Property" of any Person shall mean all of the right,
title and interest of such Person in and to land, improvements and fixtures,
including Leaseholds.

                  "Recovery Event" shall mean the receipt by Holdings or any of
its Subsidiaries of any insurance or condemnation proceeds payable (i) by reason
of theft, physical destruction or damage or any other similar event with respect
to any properties or assets of Holdings or any of its Subsidiaries, (ii) by
reason of any condemnation, taking, seizing or similar event with respect to any
properties or assets of Holdings or any of its Subsidiaries and (iii) under any
policy of insurance required to be maintained under Section 8.03.

                  "Register" shall have the meaning provided in Section 13.17.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation T" shall mean Regulation T of the Board of
Governors of the Federal Reserve System as from to time in effect and any
successor to all or any portion thereof.

                  "Regulation U" shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation X" shall mean Regulation X of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or any portion thereof.

                  "Release" shall mean the disposing, discharging, injecting,
spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying,
seeping, placing, pouring and the like, into or upon any land or water or air,
or otherwise entering into the environment.

                  "Replaced Lender" shall have the meaning provided in Section
1.13.

                  "Replacement Lender" shall have the meaning provided in
Section 1.13.

                  "Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA
other than those events as to which the 30-day notice period is waived under
subsection .22, .23, .25, or .28 of PBGC Regulation Section 4043.

                  "Required Lenders" shall mean collectively (and not
individually) Non-Defaulting Lenders the sum of whose outstanding Term Loans and
Revolving Loan Commitments (or, if after the Total Revolving Loan Commitment has
been terminated, outstanding Revolving Loans and Percentages of outstanding
Swingline Loans and Letter of Credit Outstandings) constitute at least 50.1% of
the sum of (i) the total outstanding Term Loans of Non-Defaulting Lenders and
(ii) the Total Revolving Loan Commitment less the aggregate Revolving Loan
Commitments of Defaulting Lenders (or, if after the Total Revolving Loan
Commitment has been terminated, the total outstanding Revolving Loans of
Non-Defaulting Lenders and the aggregate Percentages of



                                     -105-
<PAGE>   107

all Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter
of Credit Outstandings at such time).

                  "Restatement Effective Date" shall have the meaning provided
in Section 13.10.

                  "Revolving Loan" shall have the meaning provided in Section
1.01(d).

                  "Revolving Loan Commitment" shall mean, with respect to each
RL Lender, the amount set forth opposite such RL Lender's name in Annex I
directly below the column entitled "Revolving Loan Commitment," as the same may
be reduced from time to time pursuant to Sections 3.02, 3.03 and/or Section 10.

                  "Revolving Loan Maturity Date" shall mean November 15, 2004.

                  "Revolving Note" shall have the meaning provided in Section
1.05(a).

                  "RL Lender" shall mean, at any time, each Lender with a
Revolving Loan Commitment or with outstanding Revolving Loans.

                  "S&P" shall mean Standard & Poor's Ratings Services, a
division of McGraw Hill, Inc.

                  "Scheduled Repayment" shall have the meaning provided in
Section 4.02(d).

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

                  "Section 4.04(b)(ii) Certificate" shall have the meaning
provided in Section 4.04(b)(ii).

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

                  "Securities Act" shall mean the United States Securities Act
of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder.

                  "Security Agreement" shall have the meaning provided in
Section 5.10(b).

                  "Security Agreement Collateral" shall mean all "Collateral" as
defined in the Security Agreement.

                  "Security Documents" shall mean and include the Security
Agreement, the Pledge Agreement and each Additional Security Document, if any.

                  "Seller Subordinated Note Documents" shall mean the Seller
Subordinated Notes, the Seller Subordinated Note Indenture and each other
document or agreement relating to the issuance of the Seller Subordinated Notes.



                                     -106-
<PAGE>   108

                  "Seller Subordinated Note Indenture" shall mean the Indenture,
dated as of December 3, 1998, by and between Holdings and State Street Bank and
Trust Company, as trustee.

                  "Seller Subordinated Notes" shall mean Holdings' 12%
Pay-in-Kind Notes due 2009.

                  "Senior Leverage Ratio" shall mean, at any time, the ratio of
(i) Total Senior Debt at such time to (ii) Consolidated EBITDA for the Test
Period then most recently ended.

                  "Senior Subordinated Note Documents" shall mean the Senior
Subordinated Note Indenture, the Senior Subordinated Notes, the Senior
Subordinated Note Offering Memorandum and each other document or agreement
relating to the issuance of the Senior Subordinated Notes.

                  "Senior Subordinated Note Indenture" shall mean the Indenture,
dated as of December 3, 1998 by and among the Borrower, Holdings, the Subsidiary
Guarantors and State Street Bank and Trust Company, as trustee.

                  "Senior Subordinated Note Offering Memorandum" shall mean the
Offering Memorandum, dated November 24, 1998, prepared in connection with the
issuance of the Senior Subordinated Notes.

                  "Senior Subordinated Notes" shall mean the Borrower's 10-3/8%
Senior Subordinated Notes due 2008.

                  "Shareholder Subordinated Note" shall mean an unsecured junior
subordinated note issued by Holdings (and not guaranteed or supported in any way
by the Borrower or any of its Subsidiaries), which note shall be in the form of
Exhibit N, PROVIDED that additional provisions may be included so long as such
provisions do not adversely affect the interests of the Lenders and are not in
conflict with the provisions of this Agreement or any other Credit Document.

                  "Shareholders' Agreements" shall have the meaning provided in
Section 5.13.

                  "16% Redeemable Preferred Stock" shall mean Holdings' 16%
Cumulative Redeemable Preferred Stock, $.01 par value per share, as constituted
on the Restatement Effective Date.

                  "Start Date" shall mean, with respect to any Applicable Margin
Period, the first day of such Applicable Margin Period.

                  "Stated Amount" of each Letter of Credit shall mean the
maximum amount available to be drawn thereunder (regardless of whether any
conditions for drawing could then be met).

                  "Subsidiaries Guaranty" shall have the meaning provided in
Section 5.11.



                                     -107-
<PAGE>   109

                  "Subsidiary" of any Person shall mean and include (i) any
corporation more than 50% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person directly
or indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity (other than a corporation) in which such Person directly
or indirectly through Subsidiaries, has more than a 50% equity interest at the
time.

                  "Subsidiary Guarantor" shall mean each Domestic Subsidiary of
the Borrower and, to the extent provided in Section 8.12, each Foreign
Subsidiary of the Borrower.

                  "Supermajority Lenders" of any Tranche shall mean those
Non-Defaulting Lenders which would constitute the Required Lenders under, and as
defined in, this Agreement if (x) all outstanding Obligations of the other
Tranches under this Agreement were repaid in full and all Commitments with
respect thereto were terminated and (y) the percentage "50.1%" contained therein
were changed to "66-2/3%."

                  "Swingline Expiry Date" shall mean the date which is five
Business Days prior to the Revolving Loan Maturity Date.

                  "Swingline Loan" shall have the meaning provided in Section
1.01(e).

                  "Swingline Note" shall have the meaning provided in Section
1.05(a).

                  "Syndication Agent" shall have the meaning provided in the
first paragraph of this Agreement.

                  "Tax Allocation Agreements" shall have the meaning provided in
Section 5.13.

                  "Taxes" shall have the meaning provided in Section 4.04(a).

                  "Term Loan" shall have the meaning provided in Section
1.01(c).

                  "Test Date" shall mean, with respect to any Start Date, the
last day of the most recent fiscal quarter of Holdings ended immediately prior
to such Start Date.

                  "Test Period" shall mean each period of four consecutive
fiscal quarters of Holdings then last ended (in each case taken as one
accounting period).

                  "Total B Term Loan Commitment" shall mean the sum of the B
Term Loan Commitments of each of the Lenders.

                  "Total Commitment" shall mean the sum of the Total B Term Loan
Commitment, the Total C Term Loan Commitment and the Total Revolving Loan
Commitment.



                                     -108-
<PAGE>   110

                  "Total Leverage Ratio" shall mean, at any time, the ratio of
(i) Consolidated Debt at such time to (ii) Consolidated EBITDA for the Test
Period then most recently ended.

                  "Total Revolving Loan Commitment" shall mean the sum of the
Revolving Loan Commitments of each of the Lenders.

                  "Total Senior Debt" shall mean, at any time, the amount of all
Consolidated Debt at such time less the aggregate principal amount of the Senior
Subordinated Notes and the Additional Subordinated Debt outstanding at such
time.

                  "Total Unutilized Revolving Loan Commitment" shall mean, at
any time, (i) the Total Revolving Loan Commitment at such time less (ii) the sum
of the aggregate principal amount of all Revolving Loans and Swingline Loans
outstanding at such time plus the Letter of Credit Outstandings at such time.

                  "Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being five separate Tranches,
I.E., A Term Loans, B Term Loans, C Term Loans, Revolving Loans and Swingline
Loans.

                  "Tranche A Scheduled Repayment" shall have the meaning
provided in Section 4.02(b).

                  "Tranche B Scheduled Repayment" shall have the meaning
provided in Section 4.02(c).

                  "Tranche C Scheduled Repayment" shall have the meaning
provided in Section 4.02(d).

                  "Transaction" shall mean, collectively, (i) the Acquisition,
(ii) the Equity Financing, (iii) the entering into of the Credit Documents and
the incurrence of all Loans and issuance of all Letters of Credit on the
Restatement Effective Date and (iv) the payment of fees and expenses in
connection with the foregoing.

                  "Transaction Documents" shall mean the Credit Documents,
Acquisition Documents and Equity Financing Documents.

                  "Type" shall mean any type of Loan determined with respect to
the interest option applicable thereto, I.E., a Base Rate Loan or a Eurodollar
Loan.

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

                  "Unfunded Current Liability" of any Plan shall mean the
amount, if any, by which the value of the accumulated plan benefits under the
Plan determined on a plan termination basis in accordance with actuarial
assumptions at such time consistent with those prescribed by the PBGC for
purposes of Section 4044 of ERISA, exceeds the fair market value of all plan
assets




                                     -109-
<PAGE>   111

allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contribution).

                  "Unpaid Drawing" shall have the meaning provided in Section
2.04(a).

                  "Unutilized Revolving Loan Commitment" with respect to any RL
Lender at any time shall mean such RL Lender's Revolving Loan Commitment at such
time less the sum of (i) the aggregate outstanding principal amount of all
Revolving Loans made by such RL Lender and (ii) such RL Lender's Percentage of
the Letter of Credit Outstandings at such time.

                  "U.S. Dollars" and the sign "$" shall each mean freely
transferable lawful money of the United States of America.

                  "Waivable Repayment" shall have the meaning provided in
Section 4.02(m).

                  "Wholly-Owned Domestic Subsidiary" shall mean, as to any
Person, any Wholly-Owned Subsidiary of such Person which is a Domestic
Subsidiary.

                  "Wholly-Owned Foreign Subsidiary" shall mean, as to any
Person, any Wholly-Owned Subsidiary of such Person which is a Foreign
Subsidiary.

                  "Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock (other than director's qualifying
shares and/or other nominal amounts of shares required to be held other than by
such Person under applicable law) is at the time owned by such Person and/or one
or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership,
association, joint venture or other entity in which such Person and/or one or
more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such
time.

                  "Written" (whether lower or upper case) or "in writing" shall
mean any form of written communication or a communication by means of telex,
facsimile device, telegraph or cable.

                  SECTION 12. THE ADMINISTRATIVE AGENT.

                  12.01 APPOINTMENT. Each Lender hereby irrevocably designates
and appoints BTCo as Administrative Agent on behalf of such Lender (such term to
include for purposes of this Section 12, BTCo acting as Collateral Agent) to act
as specified herein and in the other Credit Documents, and each such Lender
hereby irrevocably authorizes BTCo as the Administrative Agent to take such
action on its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the
other Credit Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent agrees to act as such upon the
express conditions contained in this Section 12. Notwithstanding any provision
to the contrary elsewhere in this Agreement or in any other Credit Document, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein or in the other Credit Documents, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or



                                     -110-
<PAGE>   112

liabilities shall be read into this Agreement or otherwise exist against the
Administrative Agent. The provisions of this Section 12 are solely for the
benefit of the Administrative Agent and the Lenders, and neither Holdings nor
any of its Subsidiaries shall have any rights as a third party beneficiary of
any of the provisions hereof. In performing its functions and duties under this
Agreement, the Administrative Agent shall act solely as agent of the Lenders and
the Administrative Agent does not assume and shall not be deemed to have assumed
any obligation or relationship of agency or trust with or for Holdings or any of
its Subsidiaries.

                  12.02 DELEGATION OF DUTIES. The Administrative Agent may
execute any of its duties under this Agreement or any other Credit Document by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

                  12.03 EXCULPATORY PROVISIONS. Neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person in its capacity as Administrative Agent under or in
connection with this Agreement or the other Credit Documents (except for its or
such Person's own gross negligence or willful misconduct (as determined by a
court of competent jurisdiction in a final and non-appealable decision)) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by Holdings, any of its Subsidiaries or any
of their respective officers contained in this Agreement or in the other Credit
Documents, any other Transaction Document or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Transaction Document or for any failure of Holdings or any of its Subsidiaries
or any of their respective officers to perform its obligations hereunder or
thereunder. The Administrative Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or the other
Transaction Documents, or to inspect the properties, books or records of
Holdings or any of its Subsidiaries. The Administrative Agent shall not be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectability or sufficiency of this Agreement or any other
Transaction Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statement or in
any financial or other statements, instruments, reports, certificates or any
other documents in connection herewith or therewith furnished or made by the
Administrative Agent to the Lenders or by or on behalf of Holdings or any of its
Subsidiaries to the Administrative Agent or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default.

                  12.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, facsimile, telex or teletype message, statement, order or
other document or conversation reasonably believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice



                                     -111-
<PAGE>   113

and statements of legal counsel (including, without limitation, counsel to
Holdings or any of its Subsidiaries), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Credit Document unless it shall first receive such advice or concurrence
of the Required Lenders as it deems appropriate or it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Credit
Documents in accordance with a request of the Required Lenders, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders.

                  12.05 NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has actually received notice from a
Lender, Holdings or the Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default." In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders;
PROVIDED that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of
the Lenders.

                  12.06 NONRELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of Holdings or any of its Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, assets, operations, property,
financial and other condition, prospects and creditworthiness of Holdings and
its Subsidiaries and made its own decision to make its Loans hereunder and enter
into this Agreement. Each Lender also represents that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement, and to make such investigation as it
deems necessary to inform itself as to the business, assets, operations,
property, financial and other condition, prospects and creditworthiness of
Holdings and its Subsidiaries. The Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, assets, property, financial and other
condition, prospects or creditworthiness of Holdings, the Borrower or any of its
Subsidiaries which may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.



                                     -112-
<PAGE>   114


                  12.07 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent in its capacity as such ratably according to their
respective "percentages" as used in determining the Required Lenders at such
time or, if the Commitments have terminated and all Loans have been repaid in
full, as determined immediately prior to such termination and repayment (with
such "percentages" to be determined as if there are no Defaulting Lenders), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, reasonable expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Obligations) be imposed on, incurred by or
asserted against the Administrative Agent in its capacity as such in any way
relating to or arising out of this Agreement or any other Credit Document, or
any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by the
Administrative Agent under or in connection with any of the foregoing, but only
to the extent that any of the foregoing is not paid by Holdings or any of its
Subsidiaries; PROVIDED that no Lender shall be liable to the Administrative
Agent for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the gross negligence or willful misconduct of the
Administrative Agent (as determined by a court of competent jurisdiction in a
final and non-appealable decision). If any indemnity furnished to the
Administrative Agent for any purpose shall, in the opinion of the Administrative
Agent be insufficient or become impaired, the Administrative Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished. The agreements in this
Section 12.07 shall survive the payment of all Obligations.

                  12.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
Administrative Agent and its affiliates may make loans to, investments in,
accept deposits from and generally engage in any kind of business with Holdings
and its Subsidiaries as though the Administrative Agent were not the
Administrative Agent hereunder. With respect to the Loans made by it and all
Obligations owing to it, the Administrative Agent shall have the same rights and
powers under this Agreement as any Lender and may exercise the same as though it
were not the Administrative Agent and the terms "Lender" and "Lenders" shall
include the Administrative Agent in its individual capacity.

                  12.09 HOLDERS. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person or entity who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or
indorsee, as the case may be, of such Note or of any Note or Notes issued in
exchange therefor.

                  12.10 RESIGNATION OF THE ADMINISTRATIVE AGENT. (a) The
Administrative Agent may resign from the performance of all its functions and
duties hereunder and/or under the other Credit Documents at any time by giving
20 Business Days' prior written notice to the Borrower and the Lenders. Such
resignation shall take effect upon the appointment of a successor Administrative
Agent pursuant to clauses (b) and (c) below or as otherwise provided below.



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                  (b) Upon any such notice of resignation, the Required Lenders
shall appoint a successor Administrative Agent hereunder or thereunder who shall
be a commercial bank or trust company reasonably acceptable to the Borrower.

                  (c) If a successor Administrative Agent shall not have been so
appointed within such 20 Business Day period, the Administrative Agent, with the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed), shall then appoint a successor Administrative Agent who shall serve as
Administrative Agent hereunder or thereunder until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided above.

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

                  SECTION 13.  MISCELLANEOUS.

                  13.01 PAYMENT OF EXPENSES, ETC. The Borrower agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent
(including, without limitation, the reasonable fees and disbursements of White &
Case LLP and local counsel) in connection with the negotiation, preparation,
execution and delivery of the Credit Documents and the documents and instruments
referred to therein and any amendment, waiver or consent relating thereto and in
connection with the Administrative Agent's syndication efforts with respect to
this Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent, each Letter of Credit Issuer and each of the Lenders in
connection with the enforcement of the Credit Documents and the documents and
instruments referred to herein or therein or in connection with any refinancing
or restructuring of the credit arrangements provided under this Agreement in the
nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings
and, after an Event of Default shall have occurred and be continuing, the
protection of the rights of the Administrative Agent, each Letter of Credit
Issuer and each of the Lenders thereunder (including, without limitation, in
each case the reasonable fees and disbursements of counsel (including in-house
counsel) for the Administrative Agent, for each Letter of Credit Issuer and for
each of the Lenders); (iii) pay and hold each of the Lenders harmless from and
against any and all present and future stamp and other similar taxes with
respect to the foregoing matters and save each of the Lenders harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to such Lender) to pay such
taxes; and (iv) indemnify the Administrative Agent, the Collateral Agent, each
Letter of Credit Issuer and each Lender, their respective officers, directors,
employees, representatives and agents (and, to the extent any Lender is a fund,
such Lender's trustees and investment advisors) from and hold each of them
harmless against any and all losses, liabilities, claims, damages or expenses
incurred by any of them (but excluding any such losses, liabilities, claims,
damages or expenses to the extent incurred by reason of the gross negligence or
willful misconduct of the Person to be indemnified



                                     -114-
<PAGE>   116

(as determined by a court of competent jurisdiction in a final and
non-appealable decision)), as a result of, or arising out of, or in any way
related to, or by reason of, (a) any investigation, litigation or other
proceeding (whether or not the Administrative Agent, the Collateral Agent, any
Letter of Credit Issuer or any Lender is a party thereto and whether or not any
such investigation, litigation or other proceeding is between or among the
Administrative Agent, the Collateral Agent, any Letter of Credit Issuer, any
Lender, any Credit Party or any third Person or otherwise) related to the
entering into and/or performance of this Agreement or any other Transaction
Document or the use of the proceeds of any Loans hereunder or the Transaction or
the consummation of any other transactions contemplated in any Transaction
Document or (b) the actual or alleged presence of Hazardous Materials in the
air, surface water or groundwater or on the surface or subsurface of any Real
Property or any Environmental Claim, in each case, including, without
limitation, the reasonable fees and disbursements of counsel and independent
consultants incurred in connection with any such investigation, litigation or
other proceeding.

                  13.02 RIGHT OF SETOFF. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, the
Administrative Agent, the Collateral Agent, each Letter of Credit Issuer and
each Lender is hereby authorized at any time or from time to time, without
presentment, demand, protest or other notice of any kind to Holdings or any of
its Subsidiaries or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by the
Administrative Agent, the Collateral Agent, such Letter of Credit Issuer or such
Lender (including, without limitation, by branches and agencies of the
Administrative Agent, the Collateral Agent, such Letter of Credit Issuer and
such Lender wherever located) to or for the credit or the account of Holdings or
any of its Subsidiaries against and on account of the Obligations of Holdings or
any of its Subsidiaries to the Administrative Agent, the Collateral Agent, such
Letter of Credit Issuer or such Lender under this Agreement or under any of the
other Credit Documents, including, without limitation, all interests in
Obligations of Holdings or any of its Subsidiaries purchased by such Lender
pursuant to Section 13.06(b), and all other claims of any nature or description
arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not the Administrative Agent, the Collateral Agent,
such Letter of Credit Issuer or such Lender shall have made any demand hereunder
and although said Obligations shall be contingent or unmatured. Notwithstanding
anything to the contrary contained in this Section 13.02, no Lender shall
exercise any such right of set-off without the prior consent of the
Administrative Agent or the Required Lenders if, and so long as, the Obligations
shall be secured by any Real Property located in the State of California, it
being understood and agreed, however, that this sentence is for the sole benefit
of the Lenders and may be amended, modified or waived in any respect by the
Required Lenders without the requirement of prior notice to or consent by any
Credit Party and does not constitute a waiver of any rights against any Credit
Party or against any Collateral.

                  13.03 NOTICES. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered, if to any Credit Party,
at the address specified opposite its signature below or in the other relevant
Credit Documents, as the case may be; if to any Lender, at its address specified
for such



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<PAGE>   117

Lender on Annex II; or, at such other address as shall be designated by any
party in a written notice to the other parties hereto. All such notices and
communications shall be mailed, telegraphed, telexed, telecopied or cabled or
sent by overnight courier, and shall be effective when received.

                  13.04 BENEFIT OF AGREEMENT. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; PROVIDED, HOWEVER, the Borrower
may not assign or transfer any of its rights, obligations or interest hereunder
or under any other Credit Document without the prior written consent of the
Lenders and, PROVIDED FURTHER, that, although any Lender may transfer, assign or
grant participations in its rights hereunder, such Lender shall remain a
"Lender" for all purposes hereunder (and may not transfer or assign all or any
portion of its Commitments or Loans hereunder except as provided in Section
13.04(b)) and the transferee, assignee or participant, as the case may be, shall
not constitute a "Lender" hereunder and, PROVIDED FURTHER, that no Lender shall
transfer or grant any participation under which the participant shall have
rights to approve any amendment to or waiver of this Agreement or any other
Credit Document except to the extent such amendment or waiver would (i) extend
the final scheduled maturity of any Loan, Note or Letter of Credit (unless such
Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in
which such participant is participating, or reduce the rate or extend the time
of payment of interest or Fees thereon (except in connection with a waiver of
applicability of any post-default increase in interest rates) or reduce the
principal amount thereof (it being understood that any amendment or modification
to the financial definitions in this Agreement or to Section 13.07(a) shall not
constitute a reduction in the rate of interest or Fees for purposes of this
clause (i)), or increase the amount of the participant's participation over the
amount thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory reduction in the Total Commitment shall
not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any
participant if the participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by the Borrower of any of
its rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Credit Documents) supporting the Loans hereunder in
which such participant is participating. In the case of any such participation,
the participant shall not have any rights under this Agreement or any of the
other Credit Documents (the participant's rights against such Lender in respect
of such participation to be those set forth in the agreement executed by such
Lender in favor of the participant relating thereto) and all amounts payable by
the Borrower hereunder shall be determined as if such Lender had not sold such
participation.

                  (b) Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Revolving Loan Commitment (and related outstanding Obligations hereunder) and/or
its outstanding Term Loans (or, if prior to the Restatement Effective Date, Term
Loan Commitments) to (i) (A) its parent company and/or any affiliate of such
Lender which is at least 50% owned by such Lender or its parent company or (B)
to one or more other Lenders or any affiliate of any such other Lender which is
at least 50% owned by such other Lender or its parent company (PROVIDED that any
fund that invests in loans and is managed or advised by the same investment
advisor of another fund which is a Lender (or by an Affiliate of such investment
advisor) shall be treated as an affiliate of such other Lender for



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<PAGE>   118

the purposes of this sub-clause (x)(i)(B)), or (ii) in the case of any Lender
that is a fund that invests in loans, any other fund that invests in loans and
is managed or advised by the same investment advisor of such Lender or by an
Affiliate of such investment advisor or (y) assign all, or if less than all, a
portion equal to at least $1,000,000 in the aggregate for the assigning Lender
or assigning Lenders, of such Revolving Loan Commitments (and related
outstanding Obligations hereunder) and/or outstanding principal amount of Term
Loans (or, if prior to the Restatement Effective Date, Term Loan Commitments) to
one or more Eligible Transferees (treating any fund that invests in loans and
any other fund that invests in loans and is managed or advised by the same
investment advisor of such fund or by an Affiliate of such investment adviser as
a single Eligible Transferee), each of which assignees shall become a party to
this Agreement as a Lender by execution of an Assignment and Assumption
Agreement, PROVIDED that (i) at such time Annex I shall be deemed modified to
reflect the Commitments (and/or outstanding Term Loans, as the case may be) of
such new Lender and of the existing Lenders, (ii) upon surrender of the old
Notes (or the furnishing of a standard indemnity letter from the respective
assigning Lender in respect of any lost Notes), new Notes will be issued, at the
Borrower's expense and at the request of the respective Lenders, to such new
Lender and to the assigning Lender, such new Notes to be in conformity with the
requirements of Section 1.05 (with appropriate modifications) to the extent
needed to reflect the revised Commitments (and/or outstanding Term Loans, as the
case may be), (iii) the consent of the Administrative Agent and, after the
completion of the primary syndication of the new B Term Loans and C Term Loans
and so long as no Default or Event of Default then exists , the consent of the
Borrower shall (in either case) be required in connection with any such
assignment pursuant to clause (y) of this Section 13.04(b) (each of which
consents shall not be unreasonably withheld or delayed), (iv) the consent of
BTCo and each Letter of Credit Issuer shall be required in connection with any
assignment of Revolving Loan Commitments pursuant to clause (y) of this Section
13.04(b) (which consent shall not be unreasonably withheld or delayed) and (v)
the Administrative Agent shall receive at the time of each assignment, from the
assigning or assignee Lender, the payment of a non-refundable assignment fee of
$3,500; and, PROVIDED FURTHER, that such transfer or assignment will not be
effective until recorded by the Administrative Agent on the Register pursuant to
Section 13.17. To the extent of any assignment pursuant to this Section
13.04(b), the assigning Lender shall be relieved of its obligations hereunder
with respect to its assigned Commitments and/or Loans. At the time of each
assignment pursuant to this Section 13.04(b) to a Person which is not already a
Lender hereunder and which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the
respective assignee Lender shall provide to the Borrower and the Administrative
Agent the appropriate Internal Revenue Service Forms (and, if applicable a
Section 4.04(b)(ii) Certificate) described in Section 4.04(b). To the extent
that an assignment of all or any portion of a Lender's Commitment and related
outstanding Obligations pursuant to Section 1.13 or this Section 13.04(b) would,
at the time of such assignment, result in increased costs under Section 1.10,
1.11, 2.05 or 4.04 from those being charged by the respective assigning Lender
prior to such assignment, then the Borrower shall not be obligated to pay such
increased costs (although the Borrower shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective assignment). Notwithstanding anything to the contrary
contained above, at any time after the termination of the Total Revolving Loan
Commitment, if any Revolving Loans or Letters of Credit remain outstanding,
assignments may be made as provided



                                     -117-
<PAGE>   119

above, except that the respective assignment shall be of a portion of the
outstanding Revolving Loans of the respective RL Lender and its participation in
Letters of Credit and its obligation to make Mandatory Borrowings, although any
such assignment effected after the termination of the Total Revolving Loan
Commitment shall not release the assigning RL Lender from its obligations as a
Participant with respect to outstanding Letters of Credit or to fund its share
of any Mandatory Borrowing (although the respective assignee may agree, as
between itself and the respective assigning RL Lender, that it shall be
responsible for such amounts).

                  (c) Nothing in this Agreement shall prevent or prohibit any
Lender from pledging as security all or any portion of its Loans and Notes
hereunder (i) to a Federal Reserve Bank in support of borrowings made by such
Lender from such Federal Reserve Bank or (ii) with prior notification to the
Administrative Agent in the case of any Lender which is a fund, to (A) its
trustee in support of its obligations to its trustee and (B) any holders of
obligations owed, or securities issued, by such Lender, or to any trustee for,
or any other representative of, such holders; PROVIDED that no such pledge
pursuant to this clause (c) shall (x) release the transferor Lender from any of
its obligations hereunder, (y) substitute any such pledgee as a Lender hereunder
or (z) be a pledge or assignment of any voting rights of such Lender hereunder.

                  13.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on
the part of the Administrative Agent or any Lender in exercising any right,
power or privilege hereunder or under any other Credit Document and no course of
dealing between any Credit Party and the Administrative Agent or any Lender
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Credit Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which the Administrative Agent or any Lender would otherwise have. No
notice to or demand on any Credit Party in any case shall entitle any Credit
Party to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of the Administrative Agent or the Lenders
to any other or further action in any circumstances without notice or demand.

                  13.06 PAYMENTS PRO RATA. (a) The Administrative Agent agrees
that promptly after its receipt of each payment from or on behalf of any Credit
Party in respect of any Obligations of such Credit Party, it shall, except as
otherwise provided in this Agreement, distribute such payment to the Lenders
(other than any Lender that has consented in writing to waive its PRO RATA share
of such payment) PRO RATA based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

                  (b) Each of the Lenders agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the
related sum or sums received by other Lenders is in a greater proportion than
the total of such Obligation then owed and due to such Lender bears to the total
of such Obligation then owed and due to all of the Lenders immediately prior to
such receipt, then such Lender receiving such excess payment shall



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purchase for cash without recourse or warranty from the other Lenders an
interest in the Obligations of the respective Credit Party to such Lenders in
such amount as shall result in a proportional participation by all of the
Lenders in such amount; PROVIDED that if all or any portion of such excess
amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

                  13.07 CALCULATIONS; COMPUTATIONS. (a) The financial statements
to be furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by Holdings or the Borrower to the Lenders); PROVIDED that except otherwise
specifically provided herein, all computations used in determining compliance
with Sections 4.02, 8.14 and 9, including definitions used therein and all
computations used in determining the Applicable Base Rate Margin and the
Applicable Eurodollar Rate Margin shall, in each case, utilize accounting
principles and policies in effect at the time of the preparation of, and in
conformity with those used to prepare, the September 30, 2000 financial
statements of Holdings delivered to the Lenders pursuant to Section 7.10(b);
PROVIDED FURTHER, that to the extent expressly required pursuant to the
provisions of this Agreement, certain calculations shall be made on a PRO FORMA
Basis.

                  (b) All computations of interest and Fees hereunder shall be
made on the actual number of days elapsed over a year of 360 days.

                  13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (a)
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Agreement or any other Credit Document may be brought in
the courts of the State of New York or of the United States for the Southern
District of New York, in each case which are located in the County of New York,
and, by execution and delivery of this Agreement, each of Holdings and the
Borrower hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Each of
Holdings and the Borrower hereby further irrevocably waives any claim that any
such courts lack jurisdiction over such Credit Party, and agrees not to plead or
claim, in any legal action or proceeding with respect to this Agreement or any
other Credit Document brought in any of the aforesaid courts, that any such
court lacks jurisdiction over such Credit Party. Each of Holdings and the
Borrower further irrevocably consents to the service of process in any such
action or proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to such Credit Party, at its address for notices pursuant
to Section 13.03, such service to become effective 30 days after such mailing.
Each of Holdings and the Borrower hereby irrevocably waives any objection to
such service of process and further irrevocably waives and agrees not to plead
or claim in any action or proceeding commenced hereunder or under any other
Credit Document that service of process was in any way invalid or ineffective.
Nothing herein shall affect the right of the Administrative Agent, any Lender or
the holder of any Note to serve process in any other manner permitted by law or
to commence legal proceedings or otherwise proceed against any Credit Party in
any other jurisdiction.



                                     -119-
<PAGE>   121

                  (b) Each of Holdings and the Borrower hereby irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any of the aforesaid actions or proceedings arising out of or in connection
with this Agreement or any other Credit Document brought in the courts referred
to in clause (a) above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.

                  13.09 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 and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A
complete set of counterparts executed by all the parties hereto shall be lodged
with Holdings, the Borrower and the Administrative Agent.

                  13.10 EFFECTIVENESS. This Agreement shall become effective on
the date (the "Restatement Effective Date") on which (i) Holdings, the Borrower,
the Administrative Agent, the Required Lenders (as defined in the Existing
Credit Agreement) and each of the Lenders with Term Loan Commitments shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered the same to the Administrative Agent at the Notice Office
or, in the case of the Lenders, shall have given to the Administrative Agent
telephonic (confirmed in writing), written, telex or facsimile notice (actually
received) at such office that the same has been signed and mailed to it and (ii)
each of the conditions precedent set forth in Section 5 shall have been
satisfied. The Administrative Agent will give Holdings, the Borrower and each
Lender prompt written notice of the occurrence of the Restatement Effective
Date.

                  13.11 HEADINGS DESCRIPTIVE. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  13.12 AMENDMENT OR WAIVER; ETC. (a) Neither this Agreement nor
any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party thereto
and the Required Lenders, PROVIDED that no such change, waiver, discharge or
termination shall, without the consent of each Lender (other than a Defaulting
Lender) (with Obligations being directly affected thereby in the case of the
following clause (i)), (i) extend the final scheduled maturity of any Loan or
Note or extend the stated maturity of any Letter of Credit beyond the Revolving
Loan Maturity Date, or reduce the rate or extend the time of payment of interest
or Fees thereon, or reduce the principal amount thereof (it being understood
that any amendment or modification to the financial definitions in this
Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of
interest or fees for purposes of this clause (i)), (ii) release all or
substantially all of the Collateral (except as expressly provided in the
Security Documents) under all the Security Documents, (iii) amend, modify or
waive any provision of this Section 13.12 (except for technical amendments with
respect to additional extensions of credit pursuant to this Agreement which
afford the protections to such additional extensions of credit of the type
provided to the Term Loans and the Revolving Loan




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<PAGE>   122

Commitments on the Original Effective Date), (iv) reduce the percentage
specified in the definition of Required Lenders (it being understood that, with
the consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the extensions of Term Loans and Revolving Loan
Commitments are included on the Original Effective Date) or (v) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement; PROVIDED further, that no such change, waiver, discharge
or termination shall (u) increase the Commitments of any Lender over the amount
thereof then in effect without the consent of such Lender (it being understood
that waivers or modifications of conditions precedent, covenants, Defaults or
Events of Default or of a mandatory reduction in the Total Commitment shall not
constitute an increase of the Commitment of any Lender, and that an increase in
the available portion of any Commitment of any Lender shall not constitute an
increase in the Commitment of such Lender), (v) without the consent of each
Letter of Credit Issuer or BTCo as the case may be, amend, modify or waive any
provision of Section 2 or alter its rights or obligations with respect to
Letters of Credit or Swingline Loans, (w) without the consent of the
Administrative Agent, amend, modify or waive any provision of Section 12 as same
applies to the Administrative Agent or any other provision as same relates to
the rights or obligations of the Administrative Agent, (x) without the consent
of the Collateral Agent, amend, modify or waive any provision relating to the
rights or obligations of the Collateral Agent, (y) except in cases where
additional extensions of term loans are being afforded substantially the same
treatment afforded to the Term Loans pursuant to this Agreement as originally in
effect, without the consent of the Majority Lenders of each Tranche which is
being allocated a lesser prepayment, repayment or commitment reduction as a
result of the actions described below (or without the consent of the Majority
Lenders of each Tranche in the case of an amendment to the definition of
Majority Lenders), amend the definition of Majority Lenders or alter the
required application of any prepayments or repayments (or commitment reduction),
as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding
Sections 4.02(b), 4.02(c) and 4.02(d)) (although the Required Lenders may waive,
in whole or in part, any such prepayment, repayment or commitment reduction, so
long as the application, as amongst the various Tranches, of any such
prepayment, repayment or commitment reduction which is still required to be made
is not altered) or (z) without the consent of the Supermajority Lenders of the
respective Tranche, reduce the amount of, or extend the date of, any Tranche A
Scheduled Repayment, Tranche B Scheduled Repayment or Tranche C Scheduled
Repayment, as the case may be, or amend the definition of Supermajority Lenders
(it being understood that, with the consent of the Required Lenders, additional
extensions of credit pursuant to this Agreement may be included in the
determination of the Supermajority Lenders on substantially the same basis as
the extensions of Term Loans and Revolving Loan Commitments are included on the
Original Effective Date).

                  (b) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then the Borrower shall have the right, so long as all non-consenting
Lenders whose individual consent is required are treated as described in either
clause (A) or (B) below, to either (A) replace each such non-consenting Lender
or Lenders (or, at the option of the Borrower if the respective Lender's



                                     -121-
<PAGE>   123

consent is required with respect to less than all Tranches of Loans (or related
Commitments), to replace only the respective Tranche of Commitments and/or Loans
of the respective non-consenting Lender which gave rise to the need to obtain
such Lender's individual consent) with one or more Replacement Lenders pursuant
to Section 1.13 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed change, waiver, discharge or
termination or (B) terminate such non-consenting Lender's Revolving Loan
Commitment (if such Lender's consent is required as a result of its Revolving
Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender
which gave rise to the need to obtain such Lender's consent and/or cash
collateralize its applicable Percentage of the Letter of Credit of Outstandings,
in accordance with Sections 3.02(b) and/or 4.01(b), PROVIDED that, unless the
Commitments which are terminated and Loans which are repaid pursuant to
preceding clause (B) are immediately replaced in full at such time through the
addition of new Lenders or the increase of the Commitments and/or outstanding
Loans of existing Lenders (who in each case must specifically consent thereto),
then in the case of any action pursuant to preceding clause (B) the Required
Lenders (determined after giving effect to the proposed action) shall
specifically consent thereto, PROVIDED FURTHER, that the Borrower shall not have
the right to replace a Lender, terminate its Commitments or repay its Loans
solely as a result of the exercise of such Lender's rights (and the withholding
of any required consent by such Lender) pursuant to the second proviso to
Section 13.12(a).

                  13.13 SURVIVAL. All indemnities set forth herein including,
without limitation, in Section 1.10, 1.11, 2.05, 4.04, 12.07 or 13.01, shall
survive the execution and delivery of this Agreement and the making and
repayment of the Loans.

                  13.14 DOMICILE OF LOANS AND COMMITMENTS. Each Lender may
transfer and carry its Loans and/or Commitments at, to or for the account of any
branch office, subsidiary or affiliate of such Lender; PROVIDED that the
Borrower shall not be responsible for costs arising under Section 1.10, 1.11,
2.05 or 4.04 resulting from any such transfer (other than a transfer pursuant to
Section 1.12) to the extent such costs would not otherwise be applicable to such
Lender in the absence of such transfer.

                  13.15 CONFIDENTIALITY. (a) Each of the Lenders agrees that it
will use its reasonable efforts not to disclose without the prior consent of the
Borrower (other than to its directors, employees, officers, auditors, counsel or
other professional advisors, to affiliates or to another Lender if the Lender or
such Lender's holding or parent company in its sole discretion determines that
any such party should have access to such information) any information with
respect to Holdings or any of its Subsidiaries which is furnished pursuant to
this Agreement and which is designated by the Borrower to the Lenders in writing
as confidential; PROVIDED that any Lender may disclose any such information (a)
as has become generally available to the public, (b) as may be required or
appropriate (x) in any report, statement or testimony submitted to any
municipal, state or Federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board, the Federal
Deposit Insurance Corporation or the National Association of Insurance
Commissioners or similar organizations (whether in the United States or
elsewhere) or their successors or (y) in connection with any request or
requirement of any such regulatory body, (c) as may be required or appropriate
in response to any summons or subpoena or in connection with any litigation, (d)
to comply with any law, order, regulation or ruling



                                     -122-
<PAGE>   124

applicable to such Lender, (e) to the Administrative Agent or the Collateral
Agent and (f) to any prospective transferee in connection with any contemplated
transfer of any of the Notes or any interest therein by such Lender; PROVIDED
that such prospective transferee agrees to be bound by this Section 13.15 to the
same extent as such Lender.

                  (b) Holdings and the Borrower hereby acknowledge and agree
that each Lender may share with any of its affiliates any information related to
Holdings or any of its Subsidiaries (including, without limitation, any
nonpublic customer information regarding the creditworthiness of Holdings and
its Subsidiaries), PROVIDED that such Persons shall be subject to the provisions
of this Section 13.15 to the same extent as such Lender.

                  13.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  13.17 REGISTER. The Borrower hereby designates the
Administrative Agent to serve as the Borrower's agent, solely for purposes of
this Section 13.17, to maintain a register (the "Register") on which it will
record the Commitments from time to time of each of the Lenders, the Loans made
by each of the Lenders and each repayment in respect of the principal amount of
the Loans of each Lender. Failure to make any such recordation, or any error in
such recordation, shall not affect the Borrower's obligations in respect of such
Loans. With respect to any Lender, the transfer of the Commitments of such
Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Commitment and Loans and prior to such recordation all amounts
owing to the transferor with respect to such Commitment and Loans shall remain
owing to the transferor. The registration of assignment or transfer of all or
part of any Commitment and Loans shall be recorded by the Administrative Agent
on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Assumption Agreement pursuant to
Section 13.04(b). Coincident with the delivery of such an Assignment and
Assumption Agreement to the Administrative Agent for acceptance and registration
of assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender any Note
evidencing such Loan, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Lender and/or
the new Lender, in each case upon the request of the respective Lenders. The
Borrower agrees to indemnify the Administrative Agent from and against any and
all losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 13.17.

                  SECTION 14.  HOLDINGS GUARANTY.

                  14.01 THE GUARANTY. In order to induce the Lenders to enter
into this Agreement and to extend credit hereunder and in recognition of the
direct benefits to be received by Holdings from the proceeds of the Loans and
the issuance of the Letters of Credit, Holdings



                                     -123-
<PAGE>   125

hereby agrees with the Lenders as follows: Holdings hereby unconditionally and
irrevocably guarantees (and does hereby reconfirm its unconditional and
irrevocable guaranty under the Original Holdings Guaranty as continued
hereunder), as primary obligor and not merely as surety the full and prompt
payment when due, whether upon maturity, acceleration or otherwise, of any and
all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors.
If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed
Creditors becomes due and payable hereunder, Holdings unconditionally promises
to pay such indebtedness to the Guaranteed Creditors, or order, on demand,
together with any and all expenses which may be incurred by the Guaranteed
Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a
guaranty of payment and not of collection. If a claim is ever made upon any
Guaranteed Creditor for repayment or recovery of any amount or amounts received
in payment or on account of any of the Guaranteed Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including the Borrower), then and in such event Holdings agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon
Holdings, notwithstanding any revocation of this Guaranty or any other
instrument evidencing any liability of the Borrower, and Holdings shall be and
remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by any such payee.

                  14.02 BANKRUPTCY. Additionally, Holdings unconditionally and
irrevocably guarantees the payment of any and all of the Guaranteed Obligations
of the Borrower to the Guaranteed Creditors whether or not due or payable by the
Borrower upon the occurrence of any of the events specified in Section 10.05,
and unconditionally promises to pay such indebtedness to the Guaranteed
Creditors, or order, on demand, in lawful money of the United States.

                  14.03 NATURE OF LIABILITY. The liability of Holdings hereunder
is exclusive and independent of any security for or other guaranty of the
Guaranteed Obligations of the Borrower whether executed by Holdings, any other
guarantor or by any other party, and the liability of Holdings hereunder is not
affected or impaired by (a) any direction as to application of payment by the
Borrower or by any other party, or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the
Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of
any such other guaranty or undertaking, or (d) any dissolution, termination or
increase, decrease or change in personnel by the Borrower, or (e) any payment
made to the Guaranteed Creditors on the Guaranteed Obligations which any such
Guaranteed Creditor repays to the Borrower pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and Holdings waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding or (f) any action or
inaction of the type described in Section 14.05.

                  14.04 INDEPENDENT OBLIGATION. The obligations of Holdings
hereunder are independent of the obligations of any other guarantor, any other
party or the Borrower, and a separate action or actions may be brought and
prosecuted against Holdings whether or not action is brought against any other
guarantor, any other party or the Borrower and whether or not any other




                                     -124-
<PAGE>   126

guarantor, any other party or the Borrower be joined in any such action or
actions. Holdings waives, to the full extent permitted by law, the benefit of
any statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by the Borrower or other circumstance which operates to
toll any statute of limitations as to the Borrower shall operate to toll the
statute of limitations as to Holdings.

                  14.05 AUTHORIZATION. Holdings authorizes the Guaranteed
Creditors without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to:

                  (a) change the manner, place or terms of payment of, and/or
         change or extend the time of payment of, renew, increase, accelerate or
         alter, any of the Guaranteed Obligations (including any increase or
         decrease in the rate of interest thereon), any security therefor, or
         any liability incurred directly or indirectly in respect thereof, and
         the Guaranty herein made shall apply to the Guaranteed Obligations as
         so changed, extended, renewed or altered;

                  (b) take and hold security for the payment of the Guaranteed
         Obligations and sell, exchange, release, impair, surrender, realize
         upon or otherwise deal with in any manner and in any order any property
         by whomsoever at any time pledged or mortgaged to secure, or howsoever
         securing, the Guaranteed Obligations or any liabilities (including any
         of those hereunder) incurred directly or indirectly in respect thereof
         or hereof, and/or any offset thereagainst;

                  (c) exercise or refrain from exercising any rights against the
         Borrower, any other Credit Party or others or otherwise act or refrain
         from acting;

                  (d) release or substitute any one or more endorsers,
         guarantors, the Borrower or other obligors;

                  (e) settle or compromise any of the Guaranteed Obligations,
         any security therefor or any liability (including any of those
         hereunder) incurred directly or indirectly in respect thereof or
         hereof, and may subordinate the payment of all or any part thereof to
         the payment of any liability (whether due or not) of the Borrower to
         its creditors other than the Guaranteed Creditors;

                  (f) apply any sums by whomsoever paid or howsoever realized to
         any liability or liabilities of the Borrower to the Guaranteed
         Creditors regardless of what liability or liabilities of the Borrower
         remain unpaid;

                  (g) consent to or waive any breach of, or any act, omission or
         default under, this Agreement, any other Credit Document, any Interest
         Rate Protection Agreement or Other Hedging Agreement or any of the
         instruments or agreements referred to herein or therein, or otherwise
         amend, modify or supplement this Agreement, any other Credit Document,
         any Interest Rate Protection Agreement or Other Hedging Agreement or
         any of such other instruments or agreements; and/or



                                     -125-
<PAGE>   127

                  (h) take any other action which would, under otherwise
         applicable principles of common law, give rise to a legal or equitable
         discharge of Holdings from its liabilities under this Guaranty.

                  14.06 RELIANCE. It is not necessary for the Guaranteed
Creditors to inquire into the capacity or powers of the Borrower or the
officers, directors, partners or agents acting or purporting to act on their
behalf, and any Guaranteed Obligations made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.

                  14.07 SUBORDINATION. Any indebtedness of the Borrower now or
hereafter owing to Holdings is hereby subordinated to the Guaranteed Obligations
of the Borrower owing to the Guaranteed Creditors; and if the Administrative
Agent so requests at a time when an Event of Default exists, all such
indebtedness of the Borrower to Holdings shall be collected, enforced and
received by Holdings for the benefit of the Guaranteed Creditors and be paid
over to the Administrative Agent on behalf of the Guaranteed Creditors on
account of the Guaranteed Obligations of the Borrower to the Guaranteed
Creditors, but without affecting or impairing in any manner the liability of
Holdings under the other provisions of this Guaranty. Prior to the transfer by
Holdings of any note or negotiable instrument evidencing any of the indebtedness
of the Borrower to Holdings, Holdings shall mark such note or negotiable
instrument with a legend that the same is subject to this subordination. Without
limiting the generality of the foregoing, Holdings hereby agrees with the
Guaranteed Creditors that it will not exercise any right of subrogation which it
may at any time otherwise have as a result of this Guaranty (whether
contractual, under Section 509 of the Bankruptcy Code or otherwise) until all
Guaranteed Obligations have been irrevocably paid in full in cash.

                  14.08 WAIVER. (a) Holdings waives any right (except as shall
be required by applicable statute and cannot be waived) to require any
Guaranteed Creditor to (i) proceed against the Borrower, any other guarantor or
any other party, (ii) proceed against or exhaust any security held from the
Borrower, any other guarantor or any other party or (iii) pursue any other
remedy in any Guaranteed Creditor's power whatsoever. Holdings waives any
defense based on or arising out of any defense of the Borrower, any other
guarantor or any other party, other than payment in full of the Guaranteed
Obligations, based on or arising out of the disability of the Borrower, any
other guarantor or any other party, or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Borrower other than payment in full of the Guaranteed
Obligations. The Guaranteed Creditors may, at their election, foreclose on any
security held by the Administrative Agent, the Collateral Agent or any other
Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially reasonable (to the extent such
sale is permitted by applicable law), or exercise any other right or remedy the
Guaranteed Creditors may have against the Borrower or any other party, or any
security, without affecting or impairing in any way the liability of Holdings
hereunder except to the extent the Guaranteed Obligations have been paid.
Holdings waives any defense arising out of any such election by the Guaranteed
Creditors, even though such election operates to impair or extinguish any right
of reimbursement or subrogation or other right or remedy of Holdings against the
Borrower or any other party or any security.



                                     -126-
<PAGE>   128

                  (b) Holdings waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or additional
Guaranteed Obligations. Holdings assumes all responsibility for being and
keeping itself informed of the Borrower's financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which Holdings assumes
and incurs hereunder, and agrees that the Guaranteed Creditors shall have no
duty to advise Holdings of information known to them regarding such
circumstances or risks.

                  (c) Holdings hereby acknowledges and affirms that it
understands that to the extent the Guaranteed Obligations are secured by Real
Property located in California, Holdings shall be liable for the full amount of
the liability hereunder notwithstanding the foreclosure on such Real Property by
trustee sale or any other reason impairing Holdings' or any Guaranteed
Creditor's right to proceed against the Borrower or any other guarantor of the
Guaranteed Obligations. In accordance with Section 2856 of the California Civil
Code, Holdings hereby waives:

               (i) all rights of subrogation, reimbursement, indemnification,
         and contribution and any other rights and defenses that are or may
         become available to Holdings by reason of Sections 2787 to 2855,
         inclusive, 2899 and 3433 of the California Civil Code;

              (ii) all rights and defenses that Holdings may have because the
         Guaranteed Obligations are secured by Real Property located in
         California. This means, among other things: (A) the Guaranteed
         Creditors may collect from Holdings without first foreclosing on any
         real or personal property collateral pledged by the Borrower or any
         other Credit Party; and (B) if the Guaranteed Creditors foreclose on
         any Real Property collateral pledged by the Borrower or any other
         Credit Party, (1) the amount of the Guaranteed Obligations may be
         reduced only by the price for which that collateral is sold at the
         foreclosure sale, even if the collateral is worth more than the sale
         price, and (2) the Guaranteed Creditors may collect from Holdings even
         if the Guaranteed Creditors, by foreclosing on the Real Property
         collateral, have destroyed any right Holdings may have to collect from
         the Borrower. This is an unconditional and irrevocable waiver of any
         rights and defenses Holdings may have because the Guaranteed
         Obligations are secured by Real Property. These rights and defenses
         include, but are not limited to, any rights or defenses based upon
         Section 580a, 580d or 726 of the California Code of Civil Procedure;
         and

             (iii) all rights and defenses arising out of an election of
         remedies by the Guaranteed Creditors, even though that election of
         remedies, such as a nonjudicial foreclosure with respect to security
         for the Guaranteed Obligations, has destroyed Holdings' rights of
         subrogation and reimbursement against the Borrower by the operation of
         Section 580d of the Code of Civil Procedure or otherwise.

Holdings warrants and agrees that each of the waivers set forth above is made
with full knowledge of its significance and consequences and that if any of such
waivers are determined to be contrary to any applicable law of public policy,
such waivers shall be effective only to the maximum extent permitted by law.



                                     -127-
<PAGE>   129

                  14.09 NATURE OF LIABILITY. It is the desire and intent of
Holdings and the Guaranteed Creditors that this Guaranty shall be enforced
against Holdings to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is sought. If,
however, and to the extent that, the obligations of Holdings under this Guaranty
shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers), then the amount of the Guaranteed
Obligations of Holdings shall be deemed to be reduced and Holdings shall pay the
maximum amount of the Guaranteed Obligations which would be permissible under
applicable law.

                                      * * *



                                     -128-
<PAGE>   130

                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:
-------

26380 Curtiss Wright Parkway               TRANSDIGM HOLDING COMPANY
Richmond Heights, Ohio  44143
Telephone No.: (216) 289-4939
Facsimile No.: (216) 289-4937              By /s/ Gregory Rufus
Attention: Douglas Peacock                    ---------------------------------
                                              Title: Vice President, Chief
                                                     Financial Officer &
                                                     Assistant Secretary


26380 Curtiss Wright Parkway               TRANSDIGM INC.
Richmond Heights, Ohio  44143
Telephone No.: (216) 289-4939
Facsimile No.: (216) 289-4937              By /s/ Gregory Rufus
Attention: Douglas Peacock                    ---------------------------------
                                              Title: Vice President, Chief
                                                     Financial Officer &
                                                     Assistant Secretary

                                           BANKERS TRUST COMPANY,
                                             Individually and as Administrative
                                             Agent

                                           By /s/ Marguerite Sutton
                                              ---------------------------------
                                              Title: Vice President

                                           CREDIT SUISSE FIRST BOSTON,
                                             Individually and as Syndication
                                             Agent

                                           By /s/ William S. Lutkins
                                              ---------------------------------
                                              Title: Vice President

                                           By /s/ Lalita Advani
                                              ---------------------------------
                                              Title: Assistant Vice President

                                           THE BANK OF NOVA SCOTIA

                                           By /s/ John Hopmans
                                              ---------------------------------
                                              Title: Managing Director

                                           BANK ONE, MICHIGAN

                                           By /s/ Glenn A. Currin
                                              ---------------------------------
                                              Title: First Vice President



<PAGE>   131


                                          GENERAL ELECTRIC CAPITAL CORPORATION

                                          By /s/ Thomas E. Johnstone
                                             ---------------------------------
                                             Title: Duly Authorized Signatory

                                          HELLER FINANCIAL, INC.

                                          By /s/ K. Craig Gallehugh
                                             ---------------------------------
                                          Title: Senior Vice President

                                          NATIONAL CITY BANK

                                          By /s/ JOHN PLATEK
                                             ---------------------------------
                                             Title: Account Officer

                                          INDOSUEZ CAPITAL FUNDING II A, LIMITED

                                          By: Indosuez Capital as Portfolio
                                              Advisor

                                          By /s/ Melissa Marano
                                             ---------------------------------
                                             Title: Vice President

                                          INDOSUEZ CAPITAL FUNDING IV, L.P.
                                          By: Indosuez Capital as Portfolio
                                              Advisor

                                          By /s/ Melissa Marano
                                             ---------------------------------
                                             Title: Vice President

                                          PARIBAS CAPITAL FUNDING LLC

                                          By /s/ DOUGLAS RUBENS
                                             ---------------------------------
                                             Title: Managing Director

                                          SANKATY HIGH YIELD ASSET
                                            PARTNERS, L.P.

                                          By  /s/ Diane J. Exter
                                              ---------------------------------
                                              Title: Managing Director
                                                     Portfolio Manager



<PAGE>   132


                                           GREAT POINT CLO 1999-1 LTD
                                              By: Sankaty Advisors, LLC as
                                                  Collateral Manager for Great
                                                  Point CLO 1999-1 Ltd., as Term
                                                  Lender

                                           By /s/ Diane J. Exter
                                              ---------------------------------
                                              Title: Managing Director
                                                     Portfolio Manager

                                           ARES IV CLO, LTD.
                                             By: ARES CLO Management IV, L.P. as
                                                 Investment Manager
                                             By: ARES CLO GP IV, LLC,
                                                 its Managing Member

                                           By /s/ Seth J. Brufsky
                                              ---------------------------------
                                              Title: Vice President

                                           ARES III CLO, LTD.
                                             By: ARES CLO Management L.L.C.
                                                 as Investment Manager

                                           By /s/ Seth J. Brufsky
                                              ---------------------------------
                                              Title: Vice President

                                           FIRST DOMINION FUNDING II

                                           By /s/ Andrew H. Marsh
                                              ---------------------------------
                                              Title: Managing Director

                                           KATONAH I, LTD.

                                           By:/s/ Ralph Della Rocca
                                              ---------------------------------
                                              Title: Authorized Officer
                                                     Katohan Capital, L.L.C.
                                                     as Manager

                                           KATONAH II, LTD.

                                           By:/s/ Ralph Della Rocca
                                              ---------------------------------
                                              Title: Authorized Officer
                                                     Katohan Capital, L.L.C.
                                                     as Manager

<PAGE>   133


                                                                         ANNEX I

                         LIST OF LENDERS AND COMMITMENTS
                         -------------------------------

<TABLE>
<CAPTION>

                             Outstanding       Outstanding             B                   C              Revolving
         Lender                   A                 B              Term Loan           Term Loan             Loan
         ------               Term Loans        Term Loans         Commitment         Commitment          Commitment
                              ----------        ----------         ----------         ----------          ----------

<S>                           <C>               <C>                <C>               <C>                  <C>
Bankers Trust Company         $5,357,962.55     $1,474,687.48      $45,000,000.00    $115,000,000.00      $5,115,000.00

Credit Suisse First           $4,383,787.52     $1,206,562.50               $0.00              $0.00      $4,185,000.00
Boston

Bank of Nova Scotia                   $0.00             $0.00               $0.00              $0.00      $4,000,000.00

Fleet National Bank                   $0.00             $0.00               $0.00              $0.00      $2,750,000.00

Bank One Michigan             $6,983,333.40             $0.00               $0.00              $0.00      $4,000,000.00

General Electric Capital      $5,324,791.71     $5,971,875.00               $0.00              $0.00      $2,750,000.00
Corporation

Heller Financial, Inc.        $5,167,666.72     $2,925,000.00               $0.00              $0.00      $3,600,000.00

National City Bank.          $10,625,842.63     $4,115,601.21               $0.00              $0.00      $3,600,000.00

Indosuez Capital Funding              $0.00     $3,656,250.00               $0.00              $0.00              $0.00
II A, Ltd.

Indosuez Capital Funding        $698,333.34     $4,631,250.00               $0.00              $0.00              $0.00
IV, L.P.

Paribas Capital Funding         $698,333.34        $9,262,500               $0.00              $0.00              $0.00
LLC

Sankaty-GP CLO-1999-ILTD              $0.00     $2,437,500.00               $0.00              $0.00              $0.00

Sankaty High Yield Asset              $0.00     $2,437,500.00               $0.00              $0.00              $0.00
Partners, L.P.

Ares IV                       $4,056,615.79       $215,601.21               $0.00              $0.00              $0.00

Ares III                              $0.00     $4,875,000.00               $0.00              $0.00              $0.00

First Dominion Funding II             $0.00     $9,262,500.00               $0.00              $0.00              $0.00

Katonah-I                             $0.00     $6,028,172.60               $0.00              $0.00              $0.00

Katonah-II LTD                        $0.00     $1,950,000.00               $0.00              $0.00              $0.00

         TOTAL:              $43,296,667.00    $60,450,000.00      $45,000,000.00    $115,000,000.00     $30,000,000.00
</TABLE>


<PAGE>   134


                                                                        ANNEX II
                                                                        --------

<TABLE>
<CAPTION>

                                LENDER ADDRESSES
                                ----------------

<S>                                                          <C>
BANKERS TRUST COMPANY                                         130 Liberty Street
                                                              New York, NY 10006
                                                              Attention:  Meg Sutton
                                                              Telephone No.:  (212) 250-3505
                                                              Facsimile No.:   (212) 250-7218

CREDIT SUISSE FIRST BOSTON                                    11 Madison Avenue
                                                              New York, NY 10010
                                                              Attention: Bill O'Daly
                                                              Telephone No.: (212) 325-1986
                                                              Facsimile No.: (212) 743-2254

BANK OF NOVA SCOTIA                                           One Liberty Plaza
                                                              New York, NY 10006
                                                              Attention: Rob Mustard
                                                              Telephone No.: (212) 225-5050
                                                              Facsimile No.: (212) 225-5090
                                                              Attention: Evan Ivanov
                                                              Telephone No.: (212) 225-5023
                                                              Facsimile No.: (212) 225-5270

FLEET NATIONAL BANK                                           100 Federal Street
                                                              Mail Stop: MA DE 1011B
                                                              Boston, MA 02110
                                                              Attention:  Keith Cox
                                                              Telephone No.:  (617) 434-7633
                                                              Facsimile No.:  (617) 434-4929

BANK     ONE MICHIGAN                                         611 Woodward Street
                                                              Detroit, MI 48226
                                                              Attention:  Wieslaw Sliwinski
                                                              Telephone No.:  (313) 225-1782
                                                              Facsimile No.:  (313) 225-1671

GE CAPITAL CORPORATION                                        335 Madison Avenue
                                                              New York, NY 10017
                                                              Attention:  Kenneth Li
                                                              Telephone No.:  (212) 370-8040
                                                              Facsimile No.:  (212) 983-8767

HELLER FINANCIAL INC.                                         500 West Monroe Street
                                                              Chicago, IL 60661
                                                              Attention:  Craig Gallehugh
                                                              Telephone No.:  (312) 441-7630
                                                              Facsimile No.:  (312) 441-7357
</TABLE>



<PAGE>   135

<TABLE>
<CAPTION>

                                                                        Annex II
                                                                          Page 2

<S>                                                          <C>
NATIONAL CITY BANK                                            1900 East Ninth Street
                                                              Loc. # 2077
                                                              Cleveland, OH 44114
                                                              Attention:  John Platek
                                                              Telephone No.:  (216) 575-2156
                                                              Facsimile No.:  (216) 222-0003

INDOSUEZ CAPITAL FUNDING                                      666 Third Avenue
                                                              9th Floor
                                                              New York, NY 10017
                                                              Attention:  Melissa Marano
                                                              Telephone No.:  (646) 658-2231
                                                              Facsimile No.:  (646) 658-2254

PARIBAS CAPITAL LLC                                           787 Seventh Avenue
                                                              New York, NY 10019
                                                              Attention:  Francois Gauvin
                                                              Telephone No.:  (212) 841-2548
                                                              Facsimile No.:  (212) 841-2144

SANKATY HIGH YIELD ASSET PARTNERS,                            2 Copley Place
         L.P.                                                 Boston, MA 02116
                                                              Attention:  Diane Exter
                                                              Telephone No.:  (617) 572-3216
                                                              Facsimile No.:  (617) 572-2134
                                                              Attention:  Michael Ewald
                                                              Telephone No.:  (617) 572-2926
                                                              Facsimile No.:  (617) 572-2134

SANKATY-GP CLO-1999-I LTD  L.P.                               2 Copley Place
                                                              Boston, MA 02116
                                                              Attention:  Michael Ewald
                                                              Telephone No.:  (617) 572-2926
                                                              Facsimile No.:  (617) 572-2134

ARES III L.P.                                                 ARES c/o Chase Bank of Texas, N.A.
                                                              600 Travis Street
                                                              50th Floor
                                                              Houston, TX 77002
                                                              Attention:  John Beal
                                                              Telephone No.:  (713) 216-0456
                                                              Facsimile No.:  (713) 577-5296
</TABLE>



<PAGE>   136



                                                                        Annex II
                                                                          Page 3

<TABLE>
<CAPTION>

<S>                                                          <C>
ARES IV L.P.                                                  1999 Avenue of the Stars
                                                              Suite 1900
                                                              Los Angeles, CA 90067
                                                              Attention:  Barbara Ostly
                                                              Telephone No.:  (310) 201-4129
                                                              Facsimile No.:  (310) 201-4170


FIRST DOMINION FUNDING II L.P.                                c/o First Dominion Capital, LLC
                                                              1330 Avenue of the Americas
                                                              38th Floor
                                                              New York, NY 10019
                                                              Attention:  Charles Riceman
                                                              Telephone No.:  (212) 603-0548
                                                              Facsimile No.:  (212) 603-8505


KATONAH-I                                                     230 Park Avenue
                                                              Suite 1625
                                                              New York, NY 10169
                                                              Attention:  Ralph Della Rocca
                                                              Telephone No.:  (212) 455-8312
                                                              Facsimile No.:  (212) 983-7654


KATONAH-II LTD.                                               230 Park Avenue
                                                              Suite 1625
                                                              New York, NY 10169
                                                              Attention:  Lee Shames
                                                              Telephone No.:  (212) 455-8302
                                                              Facsimile No.:  (212) 214-0628
                                                              Attention:  Ralph Della Rocca
                                                              Telephone No.:  (212) 455-8312
                                                              Facsimile No.:  (212) 983-7655
</TABLE>

<PAGE>   137


                                                                       ANNEX III
                                                                       ---------


                                      PLANS
                                      -----

1. Retirement Plan for Bargaining Unit Employees of Adel Fasteners Division,
   TransDigm Inc., Huntington, West Virginia Plant.

2. Pension Plan for Hourly Employees of TransDigm Inc., Wiggins Connectors
    Division.

3. TransDigm Inc. Retirement & 401(k) Plan for Non-Bargaining Employees.

4. Marathon Power Technologies 401(k) Profit Sharing Plan for Salaried
   Employees.

5. TransDigm Inc. Executive Retirement Savings Plan.

6. Adams Rite Aerospace, Inc. Employee Savings Plan.



<PAGE>   138

                                                                        ANNEX IV
                                                                        --------


                                  SUBSIDIARIES
                                  ------------

<TABLE>
<CAPTION>
<S>                                                                             <C>
Transdigm Inc.
--------------

Jurisdiction of incorporation: Delaware
Foreign qualifications: California, Ohio
Authorized capital stock: 1000 shares of Common Stock, par value $0.01 per share
Issued and outstanding shares: 1000
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: TransDigm Holding Company - 1000 shares of Common Stock

Marathon Power Technologies Company
-----------------------------------

Jurisdiction of incorporation: Delaware
Foreign qualifications: Texas
Authorized capital stock: 50,000 shares of Common Stock, par value $0.01 per share
Issued and outstanding shares: 32,925
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: TransDigm Inc. - 32,925 Ordinary Shares

Marathon Power Technologies Limited
-----------------------------------

Jurisdiction of incorporation: England
Foreign qualifications: None
Authorized capital stock: 100,000 Ordinary Shares, par value(pound)1.00 per share
Issued and outstanding shares: 100,00
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: Marathon Power Technologies Company - 100,000 Ordinary Shares

Transdigm Export, Inc.
----------------------

Jurisdiction of incorporation: United States Virgin Islands
Foreign qualifications: None
Authorized capital stock: 1000 shares of Common Stock, without par value
Issued and outstanding shares: 1000
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: TransDigm Inc. - 1000 shares of Common Stock

ZMP, Inc.
---------

Jurisdiction of incorporation: California
Foreign qualifications: None
Authorized capital stock: 100,000 shares of Common Stock, par value $0.01 per share
Issued and outstanding shares: 1000
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: TransDigm Inc. - 1000 shares of Common Stock
</TABLE>

<PAGE>   139

                                                                        Annex IV
                                                                          Page 2
<TABLE>
<CAPTION>
<S>                                                                             <C>

Adams Rite Aerospace, Inc.
--------------------------

Jurisdiction of incorporation: California
Foreign qualifications:
Authorized capital stock: 1,000,000 shares of  Common Stock, without par value
Issued and outstanding shares: 50,000
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: ZMP, Inc. - 50,000 shares of Common Stock

Christie Electric Corp.
-----------------------

Jurisdiction of incorporation: California
Foreign qualifications:  None
Authorized capital stock: 100,000,000 shares of  Common Stock, without par value
                          2,000,000 shares of Preferred Stock, without par value
Issued and outstanding shares:  22,928 shares of Common Stock
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: Marathon Power Technologies Company - 22,928 shares of Common Stock

Aviation Acquisition Corporation
--------------------------------

Jurisdiction of incorporation: Delaware
Foreign qualifications: South Carolina
Authorized capital stock: 1000 shares of Common Stock, par value $0.01 per share
Issued and outstanding shares: 1000
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: TransDigm Inc. - 1000 shares of Common Stock
</TABLE>


<PAGE>   140

                                                                         ANNEX V
                                                                         -------

                                  REAL PROPERTY
                                  -------------

A.       Owned Real Property
         -------------------

         1.       5000 Triggs Street
                  Los Angeles, CA 90027
                  (AdelWiggins Group)

         2.       4223 Monticello Blvd.
                  South Euclid, OH 44121
                  (AeroControlex Group)

         3.       8301 Imperial Drive
                  Waco, TX 76712
                  (Marathon Power Technologies Company)

         4.       1230 Old Norris Road
                  Liberty, SC 29657
                  (Aviation Acquisition Corporation)

B.       Leased Real Property
         --------------------

         1.       26380 Curtiss Wright Parkway
                  Richmond Heights, OH 44143

         2.       948 Wayside
                  Cleveland, OH 44110

         3.       8 Airlinks Estate
                  Spitfire Way, Heston
                  Middlesex, England TW5 9NR
                  (oral agreement)

         4.       4141 North Palm Street
                  Fullerton, CA 92635
                  (Adams Rite Aerospace, Inc.)

         5.       501 South Green Road
                  South Euclid, OH 44121


<PAGE>   141

                                                                        ANNEX VI
                                                                        --------

                              EXISTING INDEBTEDNESS
                              ---------------------

1.       Guarantee by TransDigm Inc., of the full, complete and timely
         performance of all of the obligations of Aviation Acquisition
         Corporation under the contract referred to below to induce Bombardier,
         Inc. to enter into the Consent relating to the assignment to Aviation
         Acquisition Corporation of the Manufacture and Supply Contract dated
         December 19, 1996 between the predecessor of Federal-Mogul Aviation,
         Inc. and Bombardier, Inc.

2.       Guarantee by TransDigm Inc., of the full, complete and timely
         performance of all of the obligations of Aviation Acquisition
         Corporation under the contract referred to below to induce Rolls Royce
         plc to enter into the Consent relating to the assignment to Aviation
         Acquisition Corporation of the Agreement between Rolls Royce plc and
         Cooper Industries, the predecessor of Federal-Mogul Ignition Company,
         effective as of April 28, 1998, as amended on January 12, 1999.


<PAGE>   142


                                                                       ANNEX VII
                                                                       ---------


                                    INSURANCE
                                    ---------

1.       Chicago Title Insurance Company Owner's Insurance Policy (Title No.
         1201-00682; Commitment No. 41-315-2001-1965) to be issued to Aviation
         Acquisition Corporation, to be dated as of the Restatement Date,
         relating to the property located at 1230 Old Norris Road, Liberty,
         South Carolina.

2.       Allianz Insurance Company Policy No. CLP1036565, issued to TransDigm
         Inc., et al from December 1, 2000 to December 1, 2001, relating to all
         REAL AND PERSONAL PROPERTY including Boiler & Machinery, Equipment and
         Inventory & Business Interruption

3.       Lloyds of London, Hudson Insurance Company, Diamond State Insurance
         Company Policy Nos. PLP10056, HD0450, NIM 30256 issued to TransDigm
         Inc., et al from December 1, 2000 to December 1, 2001, relating to
         Property--DIFFERENCES IN CONDITIONS with limits outlined in 1st, 2nd
         and 3rd policies. These policies relate to properties located at 5000
         Triggs St. City of Commerce, CA 90022 and 4141 N. Palm Street,
         Fullerton, CA 92835

4.       Gerling Insurance Company Policy No. 4004489GLP issued to TransDigm
         Inc., et al from December 1, 2000 to December 1, 2001, relating to
         COMMERCIAL GENERAL LIABILITY (losses for bodily injury or property
         damage liability arising out of operations)

5.       Lloyds of London Policy No. AW845900 issued to TransDigm Inc., et al
         from December 1, 2000 to December 1, 2001, relating to AVIATION
         PRODUCTS AND GROUND LIABILITY

6.       Lumbermens Mutual Policy No. QD600598-04 issued to TransDigm Inc., et
         al from December 1, 2000 to December 1, 2001 relating to FOREIGN
         LIABILITY

7.       Federal Insurance Company Policy No. 81340831E issued to TransDigm
         Holding Company and its subsidiaries from December 1, 2000 to December
         1, 2001, relating to DIRECTORS AND OFFICERS LIABILITY/OUTSIDE
         DIRECTORSHIP LIABILITY/FIDUCIARY LIABILITY/CRIME/KIDNAP AND RANSOM

8.       Wausau Insurance Company Policy No. 141002145944-AOS and
         141103145944-TX issued to TransDigm Inc., et al from December 1, 2000
         to December 1, 2001, relating to WORKERS' COMPENSATION up to the
         statutory limit

9.       Federal Insurance Company Policy No. (01) 7323-09-80 issued to
         TransDigm Inc. and TransDigm Holding Company from December 1, 2000 to
         December 1, 2001 via Agent/Broker Pinkerton Insurance Agency Inc.,
         relating to BUSINESS AUTO (premium $30,482)

10.      Federal Insurance Company Policy No. (01) 7323-09-81 issued to
         TransDigm Inc. and TransDigm Holding Company from December 1, 2000 to
         December 1, 2001 via Agent/Broker Pinkerton Insurance Agency Inc.,
         relating to BUSINESS AUTO (premium $3,408)

11.      Chubb Group of Insurance Companies Policy No. 7974-70-67 issued to
         TransDigm Inc. and TransDigm Holding Company Adel Fasteners from
         December 1, 2000 to December 01, 2001 via Producer Pinkerton Insurance
         Agency Inc., relating to COMMERCIAL UMBRELLA (premium $36,318)


<PAGE>   143

                                                                      ANNEX VIII
                                                                      ----------


                                 EXISTING LIENS
                                 --------------

None.



<PAGE>   144


                                                                        ANNEX IX
                                                                        --------
<TABLE>
<CAPTION>

                              EXISTING INVESTMENTS
                              --------------------

Transdigm Inc.
--------------
<S>                                                                             <C>
Jurisdiction of incorporation: Delaware
Foreign qualifications: California, Ohio
Authorized capital stock: 1000 shares of Common Stock, par value $0.01 per share
Issued and outstanding shares: 1000
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: TransDigm Holding Company - 1000 shares of Common Stock

Marathon Power Technologies Company
-----------------------------------

Jurisdiction of incorporation: Delaware
Foreign qualifications: Texas
Authorized capital stock: 50,000 shares of Common Stock, par value $0.01 per share
Issued and outstanding shares: 32,925
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: TransDigm Inc. - 32,925 Ordinary Shares

Marathon Power Technologies Limited
-----------------------------------

Jurisdiction of incorporation: England
Foreign qualifications: None
Authorized capital stock: 100,000 Ordinary Shares, par value(pound)1.00 per share
Issued and outstanding shares: 100,00
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: Marathon Power Technologies Company - 100,000 Ordinary Shares

Transdigm Export, Inc.
----------------------

Jurisdiction of incorporation: United States Virgin Islands
Foreign qualifications: None
Authorized capital stock: 1000 shares of Common Stock, without par value
Issued and outstanding shares: 1000
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: TransDigm Inc. - 1000 shares of Common Stock

ZMP, Inc.
---------

Jurisdiction of incorporation: California
Foreign qualifications: None
Authorized capital stock: 100,000 shares of Common Stock, par value $0.01 per share
</TABLE>


<PAGE>   145

                                                                        Annex IX
                                                                          Page 2
<TABLE>
<CAPTION>
<S>                                                                             <C>
Issued and outstanding shares: 1000
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: TransDigm Inc. - 1000 shares of Common Stock



Adams Rite Aerospace, Inc.
--------------------------

Jurisdiction of incorporation: California
Foreign qualifications: None
Authorized capital stock: 1,000,000
Issued and outstanding shares: 1000 shares of  Common Stock, without par value
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: ZMP, Inc. - 1000 shares of Common Stock

Christie Electric Corp.
-----------------------

Jurisdiction of incorporation: California
Foreign qualifications:  None
Authorized capital stock: 100,000,000 shares of  Common Stock, without par value
                          2,000,000 shares of Preferred Stock, without par value
Issued and outstanding shares:  22,928 shares of Common Stock
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: Marathon Power Technologies Company - 22,928 shares of Common Stock

Aviation Acquisition Corporation
--------------------------------

Jurisdiction of incorporation: Delaware
Foreign qualifications: South Carolina
Authorized capital stock: 1000
Issued and outstanding shares: 1000 shares of Common Stock, par value $0.01 per share
Outstanding options, warrant, conversion or other rights or agreements or shares: None
Ownership: TransDigm Inc. - 1000 shares of Common Stock
</TABLE>




<PAGE>   146


                                                                         ANNEX X
                                                                         -------


                           EXISTING LETTERS OF CREDIT
                           --------------------------

                                      None


<PAGE>   147


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                -----------------

                                                                                                      Page
                                                                                                      ----

<S>                                                                                                   <C>
SECTION 1.  Amount and Terms of Credit...................................................................1

         1.01  Commitments...............................................................................1
         1.02  Minimum Borrowing Amounts, etc............................................................4
         1.03  Notice of Borrowing.......................................................................4
         1.04  Disbursement of Funds.....................................................................5
         1.05  Notes.....................................................................................6
         1.06  Conversions...............................................................................8
         1.07  Pro Rata Borrowings.......................................................................8
         1.08  Interest..................................................................................9
         1.09  Interest Periods.........................................................................10
         1.10  Increased Costs; Illegality; etc.........................................................11
         1.11  Compensation.............................................................................13
         1.12  Change of Lending Office.................................................................14
         1.13  Replacement of Lenders...................................................................14
         1.14  Limitation on Additional Amounts, etc....................................................15

SECTION 2.  Letters of Credit...........................................................................16

         2.01  Letters of Credit........................................................................16
         2.02  Letter of Credit Requests................................................................17
         2.03  Letter of Credit Participations..........................................................18
         2.04  Agreement to Repay Letter of Credit Drawings.............................................20
         2.05  Increased Costs..........................................................................21

SECTION 3.  Fees; Commitments...........................................................................21

         3.01  Fees.....................................................................................21
         3.02  Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment.........23
         3.03  Mandatory Reduction of Commitments.......................................................23

SECTION 4.  Payments....................................................................................24

         4.01  Voluntary Prepayments....................................................................24
         4.02  Mandatory Repayments and Commitment Reductions...........................................26
         4.03  Method and Place of Payment..............................................................34
         4.04  Net Payments.............................................................................34

SECTION 5.  Conditions Precedent........................................................................36

         5.01  Execution of Agreement; Notes............................................................36
         5.02  Officer's Certificate....................................................................36
</TABLE>

<PAGE>   148

<TABLE>
<CAPTION>
<S>                                                                                                   <C>
         5.03  Opinions of Counsel......................................................................36
         5.04  Corporate Documents; Proceedings.........................................................36
         5.05  Adverse Change, etc......................................................................37
         5.06  Litigation...............................................................................37
         5.07  Approvals................................................................................37
         5.08  Consummation of the Acquisition..........................................................37
         5.09  Consummation of the Equity Financing.....................................................38
         5.10  Pledge Agreement; Security Agreement; etc................................................38
         5.11  Subsidiaries Guaranty....................................................................39
         5.12  Capital Call Agreement...................................................................39
         5.13  Employee Benefit Plans; Shareholders' Agreements; Management Agreements; Employment
                  Agreements; Collective Bargaining Agreements; Existing Indebtedness Agreements; Tax
                  Allocation Agreements.................................................................39
         5.14  Solvency Certificate; Insurance Certificates; Financial Statements.......................40
         5.15  Payment of Fees..........................................................................41
         5.16  Senior Subordinated Note Indenture; Seller Subordinated Note Indenture...................41
         5.17     Total Leverage Ratio..................................................................41

SECTION 6.  Conditions Precedent to All Credit Events...................................................41

         6.01  No Default; Representations and Warranties...............................................41
         6.02  Notice of Borrowing; Letter of Credit Request............................................42

SECTION 7.  Representations, Warranties and Agreements..................................................42

         7.01  Corporate Status.........................................................................42
         7.02  Corporate Power and Authority............................................................43
         7.03  No Violation.............................................................................43
         7.04  Litigation...............................................................................43
         7.05  Use of Proceeds; Margin Regulations......................................................43
         7.06  Governmental Approvals...................................................................44
         7.07  Investment Company Act...................................................................44
         7.08  Public Utility Holding Company Act.......................................................44
         7.09  True and Complete Disclosure.............................................................44
         7.10  Financial Condition; Financial Statements................................................44
         7.11  Security Interests.......................................................................46
         7.12  Transaction..............................................................................46
         7.13  Compliance with ERISA....................................................................47
         7.14  Capitalization...........................................................................48
         7.15  Subsidiaries.............................................................................49
         7.16  Intellectual Property, etc...............................................................49
         7.17  Compliance with Statutes, etc............................................................49
         7.18  Environmental Matters....................................................................49
         7.19  Properties...............................................................................50
         7.20  Labor Relations..........................................................................50
</TABLE>


                                      (ii)

<PAGE>   149

<TABLE>
<CAPTION>
<S>                                                                                                   <C>
         7.21  Tax Returns and Payments.................................................................50
         7.22  Existing Indebtedness....................................................................51
         7.23  Insurance................................................................................51
         7.24  Representations and Warranties in Other Documents........................................51
         7.25  Special Purpose Corporations.............................................................51
         7.26  Subordinated Notes; etc..................................................................51

SECTION 8.  Affirmative Covenants.......................................................................52

         8.01  Information Covenants....................................................................52
         8.02  Books, Records and Inspections; Annual Meeting with Lenders..............................55
         8.03  Insurance................................................................................55
         8.04  Payment of Taxes.........................................................................56
         8.05  Corporate Franchises.....................................................................56
         8.06  Compliance with Statutes; etc............................................................56
         8.07  Compliance with Environmental Laws.......................................................57
         8.08  ERISA....................................................................................58
         8.09  Good Repair..............................................................................59
         8.10  End of Fiscal Years; Fiscal Quarters.....................................................59
         8.11  Additional Security; Further Assurances..................................................59
         8.12  Foreign Subsidiaries Security............................................................60
         8.13  Ownership of Subsidiaries................................................................61
         8.14  Permitted Acquisitions...................................................................61
         8.15  Maintenance of Corporate Separateness....................................................63
         8.16  Performance of Obligations...............................................................63
         8.17  Use of Proceeds..........................................................................63
         8.18  Contributions; Payments; etc.............................................................63
         8.19  Seller Subordinated Notes; Additional Subordinated Debt of Holdings......................63
         8.20  Preferred Stock..........................................................................64

SECTION 9.  Negative Covenants..........................................................................64

         9.01  Changes in Business......................................................................64
         9.02  Consolidation; Merger; Sale or Purchase of Assets; etc...................................64
         9.03  Liens....................................................................................66
         9.04  Indebtedness.............................................................................68
         9.05  Advances; Investments; Loans.............................................................70
         9.06  Dividends; etc...........................................................................72
         9.07  Transactions with Affiliates.............................................................74
         9.08  Capital Expenditures.....................................................................74
         9.09  Minimum Consolidated EBITDA..............................................................76
         9.10  Consolidated Interest Coverage Ratio.....................................................76
         9.11  Total Leverage Ratio.....................................................................77
         9.12  Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications of
                  Certificate of Incorporation, By-Laws and Certain Other Agreements etc................78
         9.13  Limitation on Issuance of Capital Stock..................................................79
</TABLE>


                                     (iii)
<PAGE>   150

<TABLE>
<CAPTION>
<S>                                                                                                  <C>
         9.14  Limitation on Certain Restrictions on Subsidiaries.......................................79
         9.15  Limitation on the Creation of Subsidiaries and Joint Ventures............................80

SECTION 10.  Events of Default..........................................................................80

         10.01  Payments................................................................................80
         10.02  Representations, etc....................................................................80
         10.03  Covenants...............................................................................81
         10.04  Default Under Other Agreements..........................................................81
         10.05  Bankruptcy, etc.........................................................................81
         10.06  ERISA...................................................................................82
         10.07  Security Documents......................................................................82
         10.08  Guaranties..............................................................................83
         10.09  Judgments...............................................................................83
         10.10  Change of Control.......................................................................83
         10.11  Capital Call Agreement..................................................................83

SECTION 11.  Definitions................................................................................84


SECTION 12.  The Administrative Agent..................................................................110

         12.01  Appointment............................................................................110
         12.02  Delegation of Duties...................................................................110
         12.03  Exculpatory Provisions.................................................................110
         12.04  Reliance by Administrative Agent.......................................................111
         12.05  Notice of Default......................................................................111
         12.06  Nonreliance on Administrative Agent and Other Lenders..................................111
         12.07  Indemnification........................................................................112
         12.08  Administrative Agent in its Individual Capacity........................................112
         12.09  Holders................................................................................113
         12.10  Resignation of the Administrative Agent................................................113

SECTION 13.  Miscellaneous.............................................................................113

         13.01  Payment of Expenses, etc...............................................................113
         13.02  Right of Setoff........................................................................114
         13.03  Notices................................................................................115
         13.04  Benefit of Agreement...................................................................115
         13.05  No Waiver; Remedies Cumulative.........................................................117
         13.06  Payments Pro Rata......................................................................118
         13.07  Calculations; Computations.............................................................118
         13.08  Governing Law; Submission to Jurisdiction; Venue.......................................118
         13.09  Counterparts...........................................................................119
         13.10  Effectiveness..........................................................................119
         13.11  Headings Descriptive...................................................................119
         13.12  Amendment or Waiver; etc...............................................................120
         13.13  Survival...............................................................................121
</TABLE>



                                      (iv)
<PAGE>   151

<TABLE>
<CAPTION>
<S>                                                                                                  <C>
         13.14  Domicile of Loans and Commitments......................................................121
         13.15  Confidentiality........................................................................122
         13.16  Waiver of Jury Trial...................................................................122
         13.17  Register...............................................................................122

SECTION 14.  Holdings Guaranty.........................................................................123

         14.01  The Guaranty...........................................................................123
         14.02  Bankruptcy.............................................................................123
         14.03  Nature of Liability....................................................................123
         14.04  Independent Obligation.................................................................124
         14.05  Authorization..........................................................................124
         14.06  Reliance...............................................................................125
         14.07  Subordination..........................................................................125
         14.08  Waiver.................................................................................125
         14.09  Nature of Liability....................................................................127
</TABLE>



                                      (v)

<PAGE>   152


ANNEX I           List of Lenders and Commitments
ANNEX II          Lender Addresses
ANNEX III         Plans
ANNEX IV          Subsidiaries
ANNEX V           Real Property
ANNEX VI          Existing Indebtedness
ANNEX VII         Insurance
ANNEX VIII        Existing Liens
ANNEX IX          Existing Investments
ANNEX X           Existing Letters of Credit

EXHIBIT A          --       Form of Notice of Borrowing
EXHIBIT B-1        --       Form of A Term Note
EXHIBIT B-2        --       Form of B Term Note
EXHIBIT B-3        --       Form of C Term Note
EXHIBIT B-4        --       Form of Revolving Note
EXHIBITB-5         --       Form of Swingline Note
EXHIBIT C          --       Form of Letter of Credit Request
EXHIBIT D          --       Form of Section 4.04(b)(ii) Certificate
EXHIBIT E          --       Form of Opinion of Latham & Watkins,
                              special counsel to the Credit Parties
EXHIBIT F          --       Form of Officers' Certificate
EXHIBIT G          --       Form of Amended and Restated Pledge Agreement
EXHIBIT H          --       Form of Amended and Restated Security Agreement
EXHIBIT I          --       Form of Amended and Restated Subsidiaries Guaranty
EXHIBIT J          --       Form of Capital Call Agreement
EXHIBIT K          --       Form of Solvency Certificate
EXHIBIT L          --       Form of Assignment and Assumption Agreemen
EXHIBIT M          --       Form of Intercompany Note
EXHIBIT N          --       Form of Shareholder Subordinated Note


                                      (i)