<PAGE>   1
                                                                   Exhibit 10.33

                           FOURTH AMENDED AND RESTATED

                  CREDIT, REIMBURSEMENT AND SECURITY AGREEMENT





                       ORIGINAL DATED AS OF JULY 15, 1994

                           RESTATED AS OF JUNE 6, 2000

                                      AMONG

                             MULTI-COLOR CORPORATION

                                  THE COMPANY,
                                  ------------

                         THE SUBSIDIARIES OF THE COMPANY

                                       AND

                          THE LENDERS IDENTIFIED HEREIN

                                       AND

                         PNC BANK, NATIONAL ASSOCIATION

                                    THE AGENT
                                    ---------



<PAGE>   2


                        FOURTH AMENDMENT AND RESTATEMENT

         MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"),
MCC-BATAVIA, LLC, an Ohio limited liability company ("MCC-Batavia"),
MCC-UNIFLEX, LLC, an Ohio limited liability company ("MCC-Uniflex"), the Lenders
(as defined herein), PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders
(the "Agent"), and PNC CAPITAL MARKETS, INC., as Lead Arranger, hereby agree as
follows effective as of June 6, 2000 ("Effective Date"):

1.       RECITALS.

         1.1      On June 22, 1998, the Company, PNC Bank, National Association
                  (successor by merger to PNC Bank, Ohio, National Association),
                  certain financial institutions party thereto, and the Agent
                  entered into a Third Amended and Restated Credit,
                  Reimbursement and Security Agreement, which was amended by an
                  Amendment, Consent and Waiver Agreement dated as of April 20,
                  1999, a Second Amendment to Credit Agreement dated as of May
                  1, 1999, a Third Amendment to Credit Agreement dated as of
                  August 13, 1999, a Fourth Amendment to Credit Agreement dated
                  as of November 17, 1999 and a Fifth Amendment to Credit
                  Agreement dated as of March 31, 2000 (as amended, the "Third
                  Restated Credit Agreement").

         1.2      The Company has requested that the Lenders amend and restate
                  the Third Restated Credit Agreement and the Lenders are
                  willing to do so subject to and in accordance with the terms
                  of the attached Fourth Amended and Restated Credit,
                  Reimbursement and Security Agreement (the "Fourth Restated
                  Credit Agreement").

2.       AMENDMENT AND RESTATEMENT. Effective as of the Effective Date, the
         Third Restated Credit Agreement will be amended and restated in its
         entirety as follows:


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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----

<S>                                                                                                            <C>
1.       DEFINITIONS..............................................................................................3

         1.1      DEFINED TERMS...................................................................................3

         1.2      OTHER ACCOUNTING DEFINITIONAL PROVISIONS.......................................................21

         1.3      OTHER DEFINITIONAL PROVISIONS..................................................................22

2.       CREDIT FACILITIES.......................................................................................22

         2.1      REVOLVING CREDIT FACILITY......................................................................22

         2.2      NON-REVOLVING CREDIT FACILITY..................................................................23

         2.2A     SWINGLINE LOANS SUBFACILITY....................................................................24

         2.3      MANNER OF BORROWING............................................................................25

                  2.3.1    REVOLVING BORROWINGS..................................................................25

                  2.3.2    NON-REVOLVING BORROWINGS..............................................................26

                  2.3.3    SWINGLINE BORROWINGS..................................................................27

         2.4      ADDITIONAL PROVISIONS REGARDING FUNDING........................................................27

         2.5      CONVERSIONS AND CONTINUATION OF ADVANCES.......................................................27

                  2.5.1    OPTIONAL CONVERSION...................................................................27

                  2.5.2    CONTINUATION..........................................................................28

                  2.5.3    AUTOMATIC CONVERSION..................................................................29

         2.6      PREPAYMENT OF REVOLVING CREDIT FACILITY........................................................29

                  2.6.1    OPTIONAL PREPAYMENT...................................................................29

                  2.6.2    MANDATORY PREPAYMENT..................................................................29

         2.7      INTEREST ON THE ADVANCES.......................................................................30

                  2.7.1    INTEREST ON REVOLVING CREDIT LOANS....................................................30

                  2.7.2    INTEREST ON SWINGLINE LOANS...........................................................30
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
                  2.7.2    INTEREST ON NON-REVOLVING CREDIT LOANS................................................30

                  2.7.3    NON-REVOLVING CREDIT LOANS PAYMENT DATES..............................................31

                  2.7.4    INTEREST PAYMENT DATES................................................................31

                  2.7.5    DEFAULT RATE..........................................................................31

         2.8      TERMINATION OR REDUCTION OF COMMITMENTS BY THE COMPANY.........................................31

         2.9      RECORDS........................................................................................32

         2.10     LETTER OF CREDIT FACILITIES....................................................................32

                  2.10.1   ISSUANCE OF SCOTTSBURG ALTERNATE LETTER OF CREDIT.....................................32

                  2.10.2   ISSUANCE OF BOONE ALTERNATE LETTER OF CREDIT..........................................33

                  2.10.3   ISSUANCE OF 1997 SCOTTSBURG LETTER OF CREDIT..........................................33

                  2.10.4   ISSUANCE OF MCC-BATAVIA ALTERNATE LETTER OF CREDIT....................................33

                  2.10.5   REIMBURSEMENT AND OTHER PAYMENTS......................................................34

                  2.10.6   TRANSFER; REDUCTION; REINSTATEMENT....................................................36

                  2.10.7   OBLIGATIONS ABSOLUTE..................................................................37

                  2.10.8   INDEMNIFICATION.......................................................................37

                  2.10.9   LIABILITY OF AGENT....................................................................38

         2.11     STANDBY LETTER OF CREDIT FACILITY..............................................................39

                  2.11.1   STANDBY LETTER OF CREDIT COMMITMENT...................................................39

                  2.11.2   TERMS OF STANDBY LETTERS OF CREDIT....................................................40

                  2.11.3   PROCEDURE FOR STANDBY LETTERS OF CREDIT...............................................40

                  2.11.4   DRAWING AND REIMBURSEMENT.............................................................40

                  2.11.5   REIMBURSEMENT OBLIGATION OF COMPANY FOR STANDBY LETTER OF CREDIT DISBURSEMENTS........41

                  2.11.6   COMPANY'S OBLIGATIONS ABSOLUTE........................................................42

                  2.11.7   COLLATERAL IN THE EVENT OF DEFAULT....................................................43

                  2.11.8   LIABILITY AND INDEMNIFICATION OF THE AGENT............................................43
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
                  2.11.9   GENERAL PROVISIONS....................................................................45

         2.12     ASSUMPTIONS REGARDING NOTICES..................................................................47

                  2.12.1   AUTHORIZED EMPLOYEES..................................................................47

                  2.12.2   NO LIABILITY..........................................................................47

                  2.12.3   NOTICE IRREVOCABLE....................................................................47

         2.13     COMPUTATIONS, FEES, PAYMENTS, ETC..............................................................47

                  2.13.1   COMPUTATIONS..........................................................................47

                  2.13.2   FEES..................................................................................48

                  2.13.3   PAYMENTS..............................................................................50

                  2.13.4   CHARGE TO ACCOUNTS....................................................................50

                  2.13.5   FAILURE TO MAKE PAYMENTS BY COMPANY...................................................50

         2.14     TAXES..........................................................................................51

         2.15     ADDITIONAL COSTS...............................................................................51

                  2.15.1   TAXES, RESERVE REQUIREMENTS, ETC......................................................51

                  2.15.2   CAPITAL ADEQUACY......................................................................52

                  2.15.3   CERTIFICATE OF LENDER.................................................................52

         2.16     INABILITY TO DETERMINE RATE; INADEQUACY OF PRICING; ILLEGALITY.................................53

                  2.16.1   RATE INABILITY; PRICING INADEQUACY....................................................53

                  2.16.2   ILLEGALITY; TERMINATION OF COMMITMENTS................................................53

         2.17     OBLIGATION TO INDEMNIFY........................................................................54

                  2.17.1   EVENTS................................................................................54

                  2.17.2   STATEMENT.............................................................................54

                  2.17.3   SURVIVAL..............................................................................54

         2.18     USE OF PROCEEDS................................................................................55

3.       LOCK BOX; CASH COLLATERAL ACCOUNT.......................................................................55
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
         3.1      LOCK BOX.......................................................................................55

         3.2      CASH COLLATERAL ACCOUNT........................................................................58

4.       BOND REDEMPTION.........................................................................................58

         4.1      DEPOSITS TO SINKING FUND ACCOUNT...............................................................58

         4.2      MCC-BATAVIA BOND REDEMPTION....................................................................58

5.       COLLATERAL..............................................................................................59

6.       SECURITY AND SUBROGATION UNDER INDENTURE................................................................59

         6.1      SECURITY.......................................................................................59

         6.2      PLEDGE OF RIGHTS TO CERTAIN FUNDS AND INVESTMENTS..............................................59

         6.3      PLEDGED BONDS..................................................................................60

                  6.3.1    PLEDGE................................................................................60

                  6.3.2    PLEDGED BOND PAYMENTS.................................................................60

                  6.3.3    RELEASE OF PLEDGED BONDS..............................................................60

                  6.3.4    LIABILITY OF AGENT....................................................................61

                  6.3.5    REPRESENTATIONS; RIGHTS AND REMEDIES..................................................61

7.       CONDITIONS PRECEDENT....................................................................................61

         7.1      INITIAL ADVANCES...............................................................................61

                  7.1.1    LOAN DOCUMENTS........................................................................61

                  7.1.2    OPINION LETTERS.......................................................................61

                  7.1.3    RESOLUTIONS...........................................................................62

                  7.1.4    GOOD STANDING.........................................................................62

                  7.1.5    DESIGNATION OF AUTHORIZED EMPLOYEES OF COMPANY........................................62

                  7.1.6    TITLE INSURANCE.......................................................................62

                  7.1.7    SURVEY................................................................................63

                  7.1.8    INSURANCE.............................................................................63
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
                  7.1.9    WETLANDS..............................................................................63

                  7.1.10   APPRAISAL.............................................................................63

                  7.1.11   ENVIRONMENTAL REQUIREMENTS............................................................63

                  7.1.12   FULL SYNDICATION......................................................................64

                  7.1.13   UCC SEARCHES..........................................................................64

                  7.1.14   CONSENTS..............................................................................64

                  7.1.15   UNIFLEX ACQUISITION DOCUMENTS.........................................................64

                  7.1.16   FEES..................................................................................64

                  7.1.17   DELIVERY OF THE BOND DOCUMENTS AND SECURITY DOCUMENTS.................................64

                  7.1.18   NO DEFAULT............................................................................64

                  7.1.19   REPRESENTATIONS AND WARRANTIES........................................................64

                  7.1.20   CERTIFICATES..........................................................................65

                  7.1.21   OPINION OF BOND COUNSEL...............................................................65

                  7.1.22   DOCUMENTATION AND PROCEEDINGS.........................................................65

                  7.1.23   OTHER DOCUMENTS.......................................................................65

                  7.1.24   OTHER CONDITIONS......................................................................65

         7.2      EACH ADVANCE...................................................................................65

                  7.2.1    NO DEFAULTS...........................................................................65

                  7.2.2    ACCURACY..............................................................................65

                  7.2.3    NOTICES...............................................................................65

                  7.2.4    OTHER DOCUMENTS.......................................................................65

         7.3      REPRESENTATIONS................................................................................66

8.       REPRESENTATIONS AND WARRANTIES..........................................................................66

         8.1      ORGANIZATION...................................................................................66

         8.2      LATEST FINANCIALS..............................................................................66
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
         8.3      RECENT ADVERSE CHANGES.........................................................................66

         8.4      RECENT ACTIONS.................................................................................66

         8.5      TITLE..........................................................................................67

         8.6      LITIGATION, ETC................................................................................67

         8.7      TAXES..........................................................................................67

         8.8      AUTHORITY......................................................................................67

         8.9      OTHER DEFAULTS.................................................................................68

         8.10     CONFLICTS......................................................................................68

         8.11     PATENTS, LICENSES..............................................................................68

         8.12     ERISA..........................................................................................68

         8.13     ENVIRONMENTAL MATTERS..........................................................................69

         8.14     INVESTMENT COMPANY ACT.........................................................................70

         8.15     GOVERNMENTAL CONSENTS..........................................................................70

         8.16     DISCLOSURE.....................................................................................70

         8.17     REGISTERED OFFICE..............................................................................70

         8.18     SUBSIDIARIES...................................................................................70

         8.19     MARGIN STOCK...................................................................................71

         8.20     STATUS OF PLEDGED COLLATERAL...................................................................71

         8.21     SENIOR DEBT STATUS.............................................................................71

9.       AFFIRMATIVE COVENANTS...................................................................................71

         9.1      SINKING FUND...................................................................................71

         9.2      BOOKS AND RECORDS; ACCESS......................................................................72

         9.3      MONTHLY STATEMENTS.............................................................................72

         9.4      QUARTERLY STATEMENTS...........................................................................72

         9.5      AUDITS.........................................................................................73
</TABLE>

                                     -vii-
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<TABLE>
<S>                                                                                                              <C>
         9.6      ANNUAL STATEMENTS..............................................................................73

         9.7      AUDITOR'S LETTERS..............................................................................73

         9.8      ANNUAL BUDGETS, FORECASTS AND COMPARISONS......................................................73

         9.9      NOTICES OF DEFAULT.............................................................................74

         9.10     PAYMENT OF CHARGES.............................................................................74

         9.11     EXISTENCE; OPERATIONS..........................................................................74

         9.12     INSURANCE......................................................................................74

         9.13     COMPLIANCE WITH LAWS...........................................................................75

         9.14     ENVIRONMENTAL VIOLATIONS.......................................................................75

         9.15     ENVIRONMENTAL AUDIT AND OTHER ENVIRONMENTAL INFORMATION........................................75

         9.16     BUSINESS NAMES AND LOCATIONS...................................................................76

         9.17     ACCOUNTS.......................................................................................76

         9.18     ERISA COMPLIANCE...............................................................................76

         9.19     FURTHER ASSURANCES.............................................................................77

         9.20     COMPLIANCE WITH AGREEMENTS.....................................................................77

10.      NEGATIVE COVENANTS......................................................................................77

         10.1     DEBT...........................................................................................77

         10.2     LEASES.........................................................................................77

         10.3     LIENS..........................................................................................78

         10.4     LEVERAGE RATIO.................................................................................78

         10.5     FIXED CHARGE COVERAGE RATIO....................................................................78

         10.6     TANGIBLE NET WORTH.............................................................................78

         10.7     GUARANTEES.....................................................................................78

         10.8     CORPORATE CHANGES..............................................................................79

         10.9     REDEMPTIONS....................................................................................79
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
         10.10    DIVIDENDS......................................................................................79

         10.11    INVESTMENTS, LOANS AND ADVANCES................................................................79

         10.12    MERGER OR SALE OF ASSETS.......................................................................79

         10.13    ACQUISITIONS...................................................................................79

         10.14    TRANSFER OF COLLATERAL.........................................................................80

         10.15    SALE AND LEASEBACK.............................................................................80

         10.16    LINE OF BUSINESS...............................................................................80

         10.17    WAIVERS........................................................................................80

         10.18    PAYMENTS TO SHAREHOLDERS AND AFFILIATES........................................................80

         10.19    TRANSACTIONS WITH AFFILIATES...................................................................80

         10.20    POST-CLOSING MATTERS...........................................................................80

         10.21    BOND DOCUMENTS.................................................................................81

         10.22    LIMITATION ON OPTIONAL CALLS...................................................................81

         10.23    EXCESS BORROWING...............................................................................81

11.      EVENTS OF DEFAULT.......................................................................................81

         11.1     PAYMENT........................................................................................81

         11.2     BOND DOCUMENTS.................................................................................81

         11.3     COVENANTS......................................................................................81

         11.4     REPRESENTATIONS AND WARRANTIES.................................................................81

         11.5     OBLIGATIONS....................................................................................82

         11.6     EXECUTION, ATTACHMENT, ETC.....................................................................82

         11.7     LOSS, THEFT OR SUBSTANTIAL DAMAGE TO THE COLLATERAL............................................82

         11.8     JUDGMENTS......................................................................................82

         11.9     BANKRUPTCY, ETC................................................................................82

         11.10    IMPAIRMENT OF SECURITY.........................................................................83
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
         11.11    OTHER INDEBTEDNESS.............................................................................83

         11.12    AMENDMENT......................................................................................83

12.      INTERCREDITOR LIEN AND PAYMENT PROVISIONS...............................................................84

         12.1     LIEN PRIORITY..................................................................................84

         12.2     PARTICIPATION IN LETTERS OF CREDIT.............................................................85

         12.3     SHARING OF PAYMENTS, ETC.......................................................................85

         12.4     RECEIPT OF PAYMENTS BY LENDERS.................................................................86

         12.5     DISTRIBUTIONS, ETC.............................................................................87

         12.6     BENEFIT........................................................................................87

13.      REPRESENTATIONS AND WARRANTIES TO SURVIVE...............................................................87

14.      ENVIRONMENTAL INDEMNIFICATION...........................................................................88

15.      THE AGENT...............................................................................................88

         15.1     AUTHORIZATION AND ACTION.......................................................................88

         15.2     AGENT'S RELIANCE, ETC..........................................................................88

         15.3     THE AGENT AND ITS AFFILIATES...................................................................89

         15.4     LENDER CREDIT DECISION.........................................................................90

         15.5     INDEMNIFICATION................................................................................90

         15.6     SUCCESSOR AGENT................................................................................90

         15.7     RELATIONS AMONG LENDERS........................................................................91

         15.8     BENEFIT........................................................................................91

16.      GENERAL.................................................................................................91

         16.1     WAIVER.........................................................................................91

         16.2     NOTICES........................................................................................93

         16.3     SUCCESSORS AND ASSIGNS.........................................................................94

         16.4     MODIFICATIONS..................................................................................96
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
         16.5     ILLEGALITY.....................................................................................97

         16.6     GENDER, ETC....................................................................................97

         16.7     HEADINGS.......................................................................................97

         16.8     PURPOSE........................................................................................97

         16.9     RATIFICATION...................................................................................97

         16.10    CLAIMS AND RELEASE OF CLAIMS...................................................................98

         16.11    EXECUTION IN COUNTERPARTS......................................................................98

         16.12    REMEDIES CUMULATIVE............................................................................98

         16.13    COSTS, EXPENSES AND LEGAL FEES.................................................................98

         16.14    INDEMNITY......................................................................................99

         16.15    CONTINUING AGREEMENT...........................................................................99

         16.16    COMPLETE AGREEMENT............................................................................100

         16.17    NO THIRD PARTY BENEFICIARIES..................................................................100

         16.18    NO PARTNERSHIP OR JOINT VENTURE...............................................................100

         16.19    GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL..........................................100
</TABLE>

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                                LIST OF EXHIBITS

EXHIBIT A                  List of Lenders, Addresses and Commitments

EXHIBIT B                  Disclosure Schedule

EXHIBIT C                  Substituted Revolving Credit Notes

EXHIBIT D                  Notice of Borrowing

EXHIBIT E                  Notice of Continuation

EXHIBIT F                  Notice of Conversion

EXHIBIT G                  Request for Draw

EXHIBIT H                  Swingline Note

EXHIBIT I                  Compliance Certificate

                                     -xii-

<PAGE>   14


                           FOURTH AMENDED AND RESTATED
                  CREDIT, REIMBURSEMENT AND SECURITY AGREEMENT

         MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"),
MCC-BATAVIA, LLC, an Ohio limited liability company ("MCC-Batavia"),
MCC-UNIFLEX, LLC, an Ohio limited liability company ("MCC-Uniflex"), the Lenders
(as defined herein), PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders
(the "Agent"), and PNC CAPITAL MARKETS, INC., as Lead Arranger, hereby agree as
follows:

                                    RECITALS:

A.       The City of Scottsburg, Indiana ("Scottsburg") has issued its Economic
         Development Revenue Bonds (Multi-Color Corporation Project) in the
         principal amount of $5,750,000 (hereinafter collectively referred to as
         the "Scottsburg Bonds"), under a Trust Indenture dated as of October 1,
         1989 (the "Scottsburg Indenture") between Scottsburg and the Trustee.

B.       In order to facilitate the issuance and sale of the Scottsburg Bonds
         and to enhance the marketability of the Scottsburg Bonds and thereby
         achieve interest cost savings and other savings to the Company,
         Barclays Bank, PLC, New York Branch ("Barclays") issued its irrevocable
         letter of credit (the "Scottsburg Letter of Credit") to the Trustee,
         for the account of the Company, authorizing the Trustee to make one or
         more draws on Barclays up to an aggregate of $6,303,733, of which
         original amount (i) $5,750,000 was in respect of principal of the
         Scottsburg Bonds, (ii) $496,233 was in respect of accrued interest on
         the Scottsburg Bonds and (iii) $57,500 was to support the payment of a
         premium upon a redemption as a result of a Determination of Taxability
         as set forth in the Scottsburg Indenture.

C.       The County of Boone, Kentucky ("Boone County") has issued its
         Industrial Building Revenue Bonds (Multi-Color Corporation Project) in
         the principal amount of $3,250,000 (hereinafter collectively referred
         to as the "Boone Bonds"), under a Trust Indenture dated as of December
         1, 1989 (the "Boone Indenture") between Boone County and the Trustee.

D.       In order to facilitate the issuance and sale of the Boone Bonds and to
         enhance the marketability of the Boone Bonds and thereby achieve
         interest cost savings and other savings to the Company, Barclays issued
         its irrevocable letter of credit (the "Boone Letter of Credit") to the
         Trustee, for the account of the Company, authorizing the Trustee to
         make one or more draws on Barclays up to an aggregate of $3,566,875 of
         which original amount (i) $3,250,000 was in respect of principal of the
         Boone Bonds, (ii) $284,375 was in respect of accrued interest on the
         Boone Bonds and (iii) $27,500 was to support the payment of a premium
         upon a redemption as a result of a Determination of Taxability as set
         forth in the Boone Indenture.

E.       Scottsburg has issued its Variable Rate Demand Industrial Development
         Revenue Bonds, Series 1997 (Multi-Color Corporation Project), in the
         principal amount of $3,000,000

                                      -1-
<PAGE>   15

         (the "1997 Scottsburg Bonds") under a Trust Indenture dated as of April
         1, 1997 (the "1997 Scottsburg Indenture") between Scottsburg and the
         Trustee.

F.       In order to facilitate the issuance and sale of the 1997 Scottsburg
         Bonds and to enhance the marketability of the 1997 Scottsburg Bonds and
         thereby achieve interest cost savings and other savings to the Company,
         the Agent issued its irrevocable letter of credit (the "1997 Scottsburg
         Letter of Credit") to the Trustee, for the account of the Company,
         authorizing the Trustee to make one or more draws on the Agent up to an
         aggregate of $3,049,316 (the "1997 Scottsburg Letter of Credit Amount")
         as set forth in the 1997 Scottsburg Letter of Credit.

G.       With respect to the Scottsburg Bonds, the Company requested the Agent
         to issue an irrevocable alternate letter of credit (the "Scottsburg
         Alternate Letter of Credit") to the Trustee in substitution for the
         Scottsburg Letter of Credit. Pursuant to Section 6.04(b) of the
         Scottsburg Indenture, the issuance of the Scottsburg Alternate Letter
         of Credit caused the Scottsburg Bonds to be subject to the right of the
         holders of the Scottsburg Bonds to require the redemption of the
         Scottsburg Bonds pursuant to Section 3.01(b)(ii) of the Scottsburg
         Indenture and the Trustee provided notice in accordance with Section
         6.05 of the Scottsburg Indenture to the holders of the Scottsburg Bonds
         of their right to require such purchase. The Scottsburg Alternate
         Letter of Credit authorized the Trustee to make one or more draws on
         the Agent up to an aggregate of $6,303,733 (the "Scottsburg Alternate
         Letter of Credit Amount"), of which original amount (i) $5,750,000 is
         in respect of principal of the Scottsburg Bonds and (ii) $496,233 is in
         respect of accrued interest on the Scottsburg Bonds, (iii) $57,500 is
         in respect to the premium upon redemption as a result of a
         Determination of Taxability as set forth in the Scottsburg Indenture.

H.       With respect to the Boone Bonds, the Company requested the Agent to
         issue an irrevocable alternate letter of credit (the "Boone Alternate
         Letter of Credit") to the Trustee in substitution for the Boone Letter
         of Credit. Pursuant to Section 6.04(b) of the Boone Indenture, the
         issuance of the Boone Alternate Letter of Credit caused the Boone Bonds
         to be subject to the right of the holders of the Boone Bonds to require
         the redemption of the Boone Bonds pursuant to Section 3.01(b)(ii) of
         the Boone Indenture and the Trustee provided notice in accordance with
         Section 6.05 of the Boone Indenture to the holders of the Boone Bonds
         of their right to require such purchase. The Boone Alternate Letter of
         Credit authorized the Trustee to make one or more draws on the Agent up
         to an aggregate of $3,566,875 (the "Boone Alternate Letter of Credit
         Amount"), of which original amount (i) $3,250,000 is in respect of
         principal of the Boone Bonds, (ii) $284,375 is in respect of accrued
         interest on the Boone Bonds, and (iii) $27,500 is in respect to the
         premium upon redemption as a result of a Determination of Taxability as
         set forth in the Boone Indenture.

I.       The County of Clermont, Ohio has issued its Multi-Mode Variable Rate
         Industrial Development Revenue Bonds, Series 1997 (Buriot
         International, Inc. Project), in the principal amount of $7,000,000
         (the "MCC-Batavia Bonds") under a Trust Indenture dated as of June 1,
         1997 (the "MCC-Batavia Indenture") between the County of Clermont, Ohio
         and the Trustee. Pursuant to an Assumption Agreement dated as of

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<PAGE>   16

         December 13, 1999 between MCC-Batavia and Leonard Z. Eppel, Receiver of
         Buriot International, Inc., MCC-Batavia assumed and agreed to pay and
         discharge all of the duties and obligations of Buriot International,
         Inc. under the Bond Documents (as defined in the MCC-Batavia
         Indenture).

J.       In order to facilitate the issuance and sale of the MCC-Batavia Bonds
         and to enhance the marketability of the MCC-Batavia Bonds and thereby
         achieve interest cost savings and other savings to the Company, the
         Agent, at the request of MCC-Batavia, issued an alternate letter of
         credit (the "MCC-Batavia Alternate Letter of Credit") to the Trustee,
         for the account of MCC-Batavia, authorizing the Trustee to make one or
         more draws on the Agent up to an aggregate of $6,258,083 (the
         "MCC-Batavia Letter of Credit Amount") as set forth in the MCC-Batavia
         Letter of Credit.

K.       The Company has requested that the Lenders extend a $5,000,000 secured
         revolving credit facility to the Company.

L.       The Company has requested that the Lenders extend a standby letter of
         credit facility to the Company to be included as a $1,000,000 sub-limit
         to the revolving credit facility.

M.       The Company has requested that PNC Bank, National Association, as
         Lender, extend a Swingline credit facility to the Company to be
         included as a $1,000,000 sub-limit to the revolving credit facility.

N.       The Company has requested that the Lenders extend a $7,200,000
         non-revolving credit facility to the Company for acquisition purposes.

O.       The Agent and the Lenders are willing to issue the above-referenced
         letter of credit facilities and to make available the above-referenced
         credit facilities on the terms and conditions hereinafter set forth.

1.       DEFINITIONS.

         1.1      DEFINED TERMS. In this Fourth Restated Credit Agreement
                  (except as otherwise expressly provided for or unless the
                  context otherwise requires), defined terms may be used in the
                  singular or plural, the use of any gender includes all other
                  genders and the following terms have the meanings specified in
                  the foregoing recitals:

<TABLE>
<S>                                                 <C>
       Agent                                        MCC-Batavia
       Barclays                                     MCC-Batavia Alternate Letter of Credit
       Boone Alternate Letter of Credit             MCC-Batavia Bonds
       Boone Alternate Letter of Credit Amount      MCC-Batavia Indenture
       Boone Bonds                                  MCC-Batavia Letter of Credit Amount
       Boone County                                 Scottsburg
       Boone Indenture                              Scottsburg Alternate Letter of Credit
       Boone Letter of Credit                       Scottsburg Alternate Letter of Credit Amount
       Company                                      Scottsburg Bonds
                                                    Scottsburg Indenture
                                                    Scottsburg Letter of Credit
</TABLE>

                                      -3-
<PAGE>   17

         In addition, the following terms shall have the following meanings,
unless the context requires otherwise:

                  1.1.1    "Acquisition" will mean the acquisition by any Person
                           of (a) all or substantially all of the capital stock
                           or other equity interests of another Person, (b) all
                           or substantially all of the assets of another Person
                           or (c) all or substantially all of a line of business
                           of another Person, in each case whether or not
                           involving a merger or consolidation with such other
                           Person.

                  1.1.2    "Adjusted EBITDA" will mean, for any period, with
                           respect to the Company and its Subsidiaries on a
                           consolidated basis, the sum of (a) operating income
                           before interest expenses and tax expenses calculated
                           in accordance with GAAP for such period (excluding
                           the effect of any extraordinary or other
                           non-recurring gains or losses (including any gain or
                           loss from the sale of property)) plus (b) an amount
                           which in the determination of operating income for
                           such period has been deducted for (i) depreciation
                           and amortization for such period and (ii)
                           non-recurring fees and expenses incurred in
                           connection with the closing of this Fourth Restated
                           Credit Agreement. From and after the closing of the
                           Uniflex Acquisition, the historical EBITDA of Uniflex
                           Corporation, a California corporation ("Uniflex"),
                           will be deemed to be the EBITDA of MCC-Uniflex, LLC
                           for purposes of this definition. With respect to any
                           other Permitted Acquisition consummated after the
                           Closing Date, the historical EBITDA of the seller in
                           such Acquisition will be deemed to be the EBITDA of
                           the Company for purposes of this definition.

                  1.1.3    "Advance" or "Advances" will mean Revolving Credit
                           Loans, Non-Revolving Credit Loans or Swingline Loans,
                           as the case may be.

                  1.1.4    "Affiliate" will mean, with respect to any Person (a)
                           any other Person directly or indirectly controlling,
                           controlled by or under common control with such
                           Person, or (b) any Person who is a director or
                           officer of such Person or any Subsidiary thereof. A
                           Person will be deemed to control another Person if
                           such Person possesses, directly or indirectly, the
                           power to (i) vote ten percent (10%) or more of the
                           voting equity of such other Person, or (ii) direct or
                           cause the direction of the management and policies of
                           such other Person, whether through voting securities,
                           by contract or otherwise.

                  1.1.5    "Agency Fee" will have the meaning given that term in
                           Section 2.13.2(d), below.

                  1.1.6    "Agent's Account" will mean the account of the Agent
                           maintained by the Agent at its office at 201 East
                           Fifth Street, Cincinnati, Ohio 45201-1198, Account
                           Number 4110349324, Attention: Corporate Banking, or
                           such

                                      -4-
<PAGE>   18

                           other account maintained by the Agent and designated
                           by the Agent in a written notice to the Lenders and
                           the Company.

                  1.1.7    "Aggregate Outstanding Revolving Credit" will mean an
                           amount equal to the sum of (i) the aggregate unpaid
                           principal amount of all Revolving Credit Loans, (ii)
                           the stated amount of all Standby Letters of Credit
                           and (iii) the aggregate unpaid principal amount of
                           all Swingline Loans.

                  1.1.7A    "Aggregate Outstanding Non-Revolving Credit" will
                            mean an amount equal to the sum of the aggregate
                            unpaid principal amount of all Non-Revolving Credit
                            Loans.

                  1.1.8    "Alternate Letter of Credit" will mean the Boone
                           Alternate Letter of Credit, the Scottsburg Alternate
                           Letter of Credit and the MCC-Batavia Alternate Letter
                           of Credit, collectively and individually as the
                           context requires.

                  1.1.9    "Applicable Lending Office" will mean the office for
                           each Lender set forth in Exhibit A.

                  1.1.10   "Applicable Margin" will mean:

                          a.       As to any Base Rate Advance:

                                                                    APPLICABLE
                     LEVERAGE RATIO                                   MARGIN
                     --------------                                 ----------
                     less than 2.0x                                    0.00%
                     greater than or equal to 2.0x less than 2.5x      0.00%
                     greater than or equal to 2.5x less than 3.0x      0.00%
                     greater than or equal to 3.0x less than 3.5x      0.00%
                     greater than or equal to 3.5x                     0.25%

                          b.      As to any Eurodollar Rate Advance:

                                                                    APPLICABLE
                     LEVERAGE RATIO                                   MARGIN
                     --------------                                 ----------
                     less than 2.0x                                    1.25%
                     greater than or equal to 2.0x < 2.5x              1.50%
                     greater than or equal to 2.5x < 3.0x              1.75%
                     greater than or equal to 3.0x < 3.5x              2.00%
                     greater than or equal to 3.5x                     2.25%

                                      -5-
<PAGE>   19

                  1.1.11   "Assignment and Acceptance" will mean a form
                           substantially in the form delivered to each Lender in
                           connection with the Closing to transfer interests in
                           its Loans.

                  1.1.12   "Authorized Employee" will mean any person designated
                           in the notice required pursuant to Section 7.1.5,
                           below, which designation shall continue in full force
                           and effect until revoked by the Company in a
                           subsequent written notice delivered to the Agent.

                  1.1.13   "Available Commitment" will mean, as to any Lender at
                           any time, an amount equal to the excess, if any, of
                           (a) such Lender's Revolving Commitment OVER (b) the
                           sum of (i) the then outstanding Revolving Credit
                           Loans, Swingline Loans and Non-Revolving Credit Loans
                           made by such Lender and (ii) such Lender's Ratable
                           Portion of all outstanding Letter of Credit
                           Obligations (without duplication for any amount
                           thereof included under clause (i), above).

                  1.1.14   "Bank Interest Rate" will mean, at any time that sums
                           are due and payable to the Agent under Section
                           2.10.5, below, the Prime Rate plus three percent
                           (3%).

                  1.1.15   "Base Rate" will mean the higher of (i) the Prime
                           Rate or (ii) 1/2% per annum in excess of the Federal
                           Funds Rate.

                  1.1.16   "Base Rate Advance" will mean any Advance as to which
                           the Company has elected (or is deemed to have
                           elected) an Interest Rate that is based upon the Base
                           Rate.

                  1.1.17   "Bond Counsel" will mean Taft, Stettinius & Hollister
                           as to the Boone Bonds and the Scottsburg Bonds and
                           Peck, Shaffer & Williams, L.L.P. as to the 1997
                           Scottsburg Bonds and the MCC-Batavia Bonds.

                  1.1.18   "Bond Documents" will mean the Bonds, the Indenture,
                           the Reimbursement Agreement, the Security Documents,
                           the Remarketing Agreement and any other agreements or
                           instruments relating thereto.

                  1.1.19   "Bonds" will mean the Boone Bonds, Scottsburg Bonds,
                           1997 Scottsburg Bonds and MCC-Batavia Bonds,
                           collectively and individually as the context
                           requires.

                  1.1.20   "Borrowing" will mean a borrowing consisting of all
                           Advances made on a given Borrowing Date.

                  1.1.21   "Borrowing Date" will mean the date on which an
                           Advance is made.

                                      -6-

<PAGE>   20


                  1.1.22   "Business Day" will mean a day of the year on which
                           banks are not required or authorized to close in
                           Pittsburgh, Pennsylvania or Cincinnati, Ohio and, if
                           the applicable Business Day relates to any Eurodollar
                           Rate Advance, on which dealings are carried on in
                           dollar deposits in the London interbank market.

                  1.1.23   "Cash Collateral Account" will mean Account No.
                           4110349324 at the Agent.

                  1.1.24   "Closing Date" will mean the date on which this
                           Fourth Restated Credit Agreement and the other Loan
                           Documents are executed.

                  1.1.25   "Code" will mean the Internal Revenue Code of 1986,
                           as amended or supplemented from time to time.

                  1.1.26   "Collateral" will mean any property, real or
                           personal, tangible or intangible, referred to in this
                           Fourth Restated Credit Agreement or the Security
                           Documents or now or in the future securing any of the
                           Obligations.

                  1.1.27   "Commitment" or "Commitments" will mean the Revolving
                           Commitment, Standby Letter of Credit Commitment,
                           Letter of Credit Commitment, the Non-Revolving
                           Commitment and the Swingline Commitment, as adjusted
                           from time to time pursuant to Section 2.8, below.

                  1.1.28   "Commitment Fee" will have the meaning given to that
                           term in Section 2.13.2(b), below.

                  1.1.29   "Continuation Date" will mean the date on which an
                           Advance is continued as the same Type of Advance for
                           a successive Interest Period upon expiration of the
                           preceding Interest Period (subject to Section 2.5,
                           below).

                  1.1.30   "Conversion Date" will mean the date on which an
                           Advance is converted into a different Type of Advance
                           (subject to Section 2.5, below).

                  1.1.31   "Credit Facilities" will mean the Revolving Credit
                           Facility, the Non-Revolving Credit Facility, the
                           Swingline Subfacility and the Letter of Credit
                           Facilities, as described in Section 2, below.

                  1.1.32   "Date of Issuance" will mean the respective dates the
                           Boone Alternate Letter of Credit, the Scottsburg
                           Alternate Letter of Credit, the 1997 Scottsburg
                           Letter of Credit or the MCC-Batavia Alternate Letter
                           of Credit were issued and delivered to the Trustee,
                           as the context requires.

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

                                      -7-
<PAGE>   21

                  1.1.34   "Default Rate" will mean two percent (2%) per annum
                           plus the Base Rate in effect from time to time while
                           an Event of Default exists, but not more than the
                           highest rate permitted by applicable law.

                  1.1.35   "Disclosure Schedule" will mean the updated schedules
                           to be provided by the Company that are attached
                           hereto as Exhibit B.

                  1.1.36   "Dollars" will mean lawful money of the United States
                           of America.

                  1.1.37   "EBITDA" will mean operating income (or loss) before
                           interest expenses, tax expenses, depreciation and
                           amortization expenses.

                  1.1.38   "Eligible Investments" means (i) obligations issued
                           or guaranteed by any state or political subdivision
                           thereof rated A higher by Moody's Investors Services
                           Inc. or rated A-2 or higher by Standard and Poor's
                           Corporation, or their successor; (ii) shares of a
                           money market mutual fund the assets of which are
                           exclusively invested in obligations of the type
                           described in (i) above; and (iii) investments
                           expressly approved by Bond Counsel in writing;
                           PROVIDED that any such investment or deposit is not
                           prohibited by law.

                  1.1.39   "ERISA" will mean the Employee Retirement Income
                           Security Act of 1974, or any successor statute, as
                           amended or supplemented from time to time.

                  1.1.40   "ERISA Affiliate" will mean any person (as defined in
                           Section 3(a)) of ERISA including each trade or
                           business (whether or not incorporated) that together
                           with the Company, or any Subsidiary thereof, would be
                           deemed to be a "single employer" or member of the
                           same "controlled group" within the meaning of Section
                           414 of the Code.

                  1.1.41   "Eurocurrency Liabilities" will have the meaning
                           given such term in Regulation D of the Board of
                           Governors of the Federal Reserve System, as in effect
                           from time to time.

                  1.1.42   "Eurodollar Rate" will mean, with respect to any
                           Eurodollar Rate Advance and its related Interest
                           Period, the interest rate per annum equal to the rate
                           per annum (rounded upwards, if necessary, to the
                           nearest 1/100 of 1%), determined by the Agent by
                           dividing (a) the rate of interest determined by the
                           Agent in accordance with its usual procedures (which
                           determination shall be conclusive absent manifest
                           error) to be the average of the London interbank
                           offered rate for U.S. Dollars quoted by the British
                           Bankers' Association as set forth on Dow Jones
                           Markets Service (formerly known as Telerate) display
                           page 3750 (or appropriate successor or, if the
                           British Bankers' Association or its successor ceases
                           to provide such quotes, a comparable replacement
                           determined by the Agent) two Business Days before the
                           first day of such Interest Period for an amount
                           comparable to such Eurodollar Rate Advance by (b) a
                           number equal to 1.00 minus the



                                      -8-
<PAGE>   22

                           Eurodollar Rate Reserve Percentage for such Interest
                           Period. The Eurodollar Rate may also be expressed by
                           the following formula:

<TABLE>
<S>                                     <C>
                           Eurodollar = Average of London interbank offered rate on Dow Jones
                           Rate         Markets Service display page 3750 as quoted by British
                                        Banker's Association or appropriate successor
                                        -------------------------------------------------------
                                               1.00 - Eurodollar Rate Reserve Percentage
</TABLE>

                           The Eurodollar Rate will be adjusted with respect to
                           any Eurodollar Rate Advance outstanding on the
                           effective date of any change in the Eurodollar Rate
                           Reserve Percentage as of such effective date. The
                           Agent shall give prompt notice to the Company of the
                           Eurodollar Rate as determined or adjusted in
                           accordance herewith, which determination shall be
                           conclusive absent manifest error.

                  1.1.43   "Eurodollar Rate Advance" will mean any Advance as to
                           which the Company has elected an Interest Rate that
                           is based upon the Eurodollar Rate.

                  1.1.44   "Eurodollar Rate Reserve Percentage" will mean for
                           any day, the maximum reserve percentage (rounded
                           upward if necessary, to the next higher 1/100 of 1%),
                           as determined by the Agent, which is in effect on
                           such day as prescribed from time to time by the Board
                           of Governors of the Federal Reserve System (or any
                           successor) for determining the maximum reserve
                           requirement (including, without limitation, any
                           emergency, supplemental, marginal, special or other
                           reserve requirements) for a member bank of the
                           Federal Reserve System with respect to liabilities or
                           assets consisting of or including Eurocurrency
                           Liabilities (or with respect to any other category of
                           liabilities that includes deposits by reference to
                           which the interest rate on Eurodollar Rate Advances
                           is determined) having a term equal to the term of the
                           relevant Eurodollar Rate Advance.

                  1.1.45   "Event of Default" will mean any of the events listed
                           in Section 11 of this Fourth Restated Credit
                           Agreement.

                  1.1.46   "Federal Funds Rate" will mean, for any period, a
                           fluctuating interest rate per annum 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 for such transactions
                           received by the Agent from three Federal funds
                           brokers of recognized standing selected by it.

                  1.1.47   "Fiscal Quarter" means each three (3) month fiscal
                           period of the Company and its Subsidiaries.

                                      -9-

<PAGE>   23

                  1.1.48   "Fiscal Year" means each annual fiscal period of the
                           Company and its Subsidiaries ending on or about March
                           31.

                  1.1.49   "Fixed Charge Coverage Ratio" will mean for the
                           Company and its Subsidiaries on a consolidated basis
                           the ratio of Adjusted EBITDA to Fixed Charges.

                  1.1.50   "Fixed Charges" will mean for the Company and its
                           Subsidiaries on a consolidated basis the sum of cash
                           interest expense, cash taxes, scheduled principal
                           payments on long-term debt, scheduled payments under
                           capital leases, the amount expended for Permitted
                           Stock Buybacks and unfunded capital expenditures.

                  1.1.51   "Fourth Restated Credit Agreement" or "Credit
                           Agreement" will mean this Fourth Amended and Restated
                           Credit, Reimbursement and Security Agreement and any
                           amendments or supplements thereto made from time to
                           time in accordance with Section 16.4, below.

                  1.1.52   "GAAP" will mean generally accepted accounting
                           principles.

                  1.1.53   "Governmental Authority" will mean any nation or
                           government, any state or other political subdivision
                           thereof and any entity exercising executive,
                           legislative, judicial, regulatory or administrative
                           functions of or pertaining to government, including,
                           without limitation, any department, commission,
                           board, bureau, agency, administration, service or
                           other instrumentality of the United States of
                           America, of any state, the District of Columbia,
                           municipality or any other governmental entity.

                  1.1.54   "Hazardous Wastes", "hazardous substances" and
                           "pollutants or contaminants" will mean any
                           substances, waste, pollutant or contaminant now or
                           hereafter included with any respective terms under
                           any now existing or hereinafter enacted or amended
                           federal, state or local statute, ordinance, code or
                           regulation designed to protect the environment,
                           including but not limited to the Comprehensive
                           Environmental Response, Compensation, and Liability
                           Act, 42 U.S.C. Section 9601 ET SEQ. ("CERCLA").

                  1.1.55   "Hedging Agreements" will mean, collectively,
                           interest rate protection agreements, foreign currency
                           exchange agreements, commodity purchase or option
                           agreements or other interest or exchange rate or
                           commodity price hedging agreements, in each case,
                           entered into or purchased by the Company or any
                           Subsidiary thereof.

                  1.1.56   "Indebtedness" will mean, for any Person, without
                           duplication, the following: (a) all obligations
                           (including capitalized lease obligations) which in
                           accordance with GAAP would be shown on a balance
                           sheet as a liability, excluding, however, all
                           accounts payable and accrued liabilities incurred in
                           the ordinary course of business; (b) all obligations
                           for borrowed money; (c) all obligations evidenced by
                           notes, bonds,



                                      -10-
<PAGE>   24

                           debentures or similar instruments, or upon which
                           interest payments are customarily made; (d) all
                           guarantees, reimbursement, payment or similar
                           obligations, absolute, contingent or otherwise, under
                           acceptance, letter of credit or similar facilities;
                           (e) all Indebtedness of any other Person secured by
                           (or for which the holder of such Indebtedness has a
                           right, contingent or otherwise, to be secured by) any
                           lien of any kind upon or in property or assets owned
                           by such Person, whether or not such Person has
                           assumed or become liable for the payment of any such
                           Indebtedness; (f) the principal portion of all
                           obligations of such Person under any synthetic lease,
                           off-balance sheet loan or similar off-balance sheet
                           financing product of such Person where such
                           transaction is considered borrowed money indebtedness
                           for tax purposes but is classified as an operating
                           lease in accordance with GAAP; (g) all net
                           obligations of such Person in respect of Hedging
                           Agreements, (h) the maximum amount of all performance
                           and standby letters of credit issued or bankers'
                           acceptances facilities created for the account of
                           such Person and, without duplication, all drafts
                           drawn thereunder (to the extent unreimbursed), and
                           (i) the aggregate amount of uncollected accounts
                           receivable of such Person subject at such time to a
                           sale of receivables (or similar transaction)
                           regardless of whether such transaction is effected
                           without recourse to such Person or in a manner that
                           would not be reflected on the balance sheet of such
                           Person in accordance with GAAP. The Indebtedness of
                           any Person shall include the Indebtedness of any
                           partnership or unincorporated joint venture in which
                           such Person is legally obligated.

                  1.1.57   "Indenture" will mean the Boone Indenture, the
                           Scottsburg Indenture, the 1997 Scottsburg Indenture
                           and the MCC-Batavia Indenture, collectively and
                           individually as the context requires.

                  1.1.58   "Interest Draft" will mean a drawing under any Letter
                           of Credit to be used for payment of interest due on
                           the applicable Bonds.

                  1.1.59   "Interest Period" will mean, with respect to any (a)
                           Base Rate Advance, a period commencing on the
                           Borrowing Date or Conversion Date thereof, as
                           applicable, and ending on a date designated by the
                           Company in the related Notice of Conversion; (b)
                           Eurodollar Rate Advance, a period commencing on the
                           Borrowing Date, Conversion Date or Continuation Date
                           thereof, as applicable, and ending on a date one (1)
                           month, two (2) months, three (3) months or six (6)
                           months thereafter, as designated by the Company in
                           the related Notice of Borrowing, Notice of Conversion
                           or Notice of Continuation; PROVIDED, HOWEVER, that:

                           a.       the Company may not select any Interest
                                    Period that ends after the Termination Date;

                           b.       whenever the last day of any Interest Period
                                    would otherwise occur on a day other than a
                                    Business Day, the last day of such Interest
                                    Period shall be extended to occur on the
                                    next succeeding Business Day;



                                      -11-
<PAGE>   25

                                    PROVIDED, HOWEVER, that such extension would
                                    cause the last day of such Interest Period
                                    to occur in the next following calendar
                                    month, the last day of such Interest Period
                                    shall occur on the next preceding Business
                                    Day;

                           c.       whenever the first day of any Interest
                                    Period occurs on the last Business Day of a
                                    calendar month (or on a day of an initial
                                    calendar month 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;

                           d.       in the case of immediately successive
                                    Interest Periods, each successive Interest
                                    Period shall commence on the day on which
                                    each preceding Interest Period expires; and

                           e.       no more than five (5) different Interest
                                    Periods may be outstanding at any one time.

                  1.1.60   "Interest Portion" will have the meaning ascribed to
                           such term in the Letters of Credit.

                  1.1.61   "Interest Rate" will mean the applicable rates under
                           Section 2.7, below.

                  1.1.62   "Issuer" will mean Boone County, Kentucky; Clermont
                           County, Ohio and Scottsburg, Indiana, individually or
                           collectively as applicable.

                  1.1.63   "Items" will have the meaning given that term in
                           Section 3.1 of this Fourth Restated Credit Agreement.

                  1.1.64   "Lead Arranger" will mean PNC Capital Markets, Inc.

                  1.1.65   "Lender" will mean any of the Persons identified as a
                           "Lender" on the signature pages hereto, and any
                           assignee which may become a Lender by way of
                           assignment in accordance with the terms hereof,
                           together with their successors and permitted assigns.

                  1.1.66   "Letter of Credit" or "Letters of Credit" will mean
                           the Scottsburg Alternate Letter of Credit, the Boone
                           Alternate Letter of Credit, the 1997 Scottsburg
                           Letter of Credit and the MCC-Batavia Alternate Letter
                           of Credit, individually and collectively as the
                           context requires.

                  1.1.67   "Letter of Credit Amount" or Letter of Credit
                           Amounts" will mean the Boone Alternate Letter of
                           Credit Amount, the Scottsburg Alternate Letter of
                           Credit Amount, the 1997 Scottsburg Letter of Credit
                           Amount, and the MCC-Batavia Letter of Credit Amount,
                           as applicable.



                                      -12-
<PAGE>   26

                  1.1.68   "Letter of Credit Commitment" will mean the
                           commitment of the Agent on behalf of the Lenders to
                           issue Letters of Credit pursuant to Section 2.10,
                           below.

                  1.1.69   "Letter of Credit Documents" will mean the respective
                           applications and agreements with respect to Letters
                           of Credit and Standby Letters of Credit on the
                           Agent's standard forms thereof (or such other form as
                           the Agent and the Company or the Company may agree)
                           signed at the time of issuance or renewal of such
                           Letters of Credit or Standby Letters of Credit.

                  1.1.70   "Letter of Credit Facilities" will mean the Credit
                           Facilities described in Sections 2.10 and 2.11 of
                           this Fourth Restated Credit Agreement.

                  1.1.71   "Letter of Credit Obligations" will mean an amount
                           equal to the sum of (a) the aggregate then undrawn
                           and unexpired amount of the then outstanding Letters
                           of Credit and Standby Letters of Credit, plus (b) the
                           aggregate amount of drawings under Letters of Credit
                           and Standby Letters of Credit that have not then been
                           reimbursed by the Company.

                  1.1.72   "Leverage Ratio" will mean the ratio of (i)
                           Indebtedness less the balance in the Sinking Fund
                           Account to (ii) Adjusted EBITDA, on a consolidated
                           basis for the Company and its Subsidiaries,
                           calculated as of the end of each Fiscal Quarter for
                           the immediately preceding four Fiscal Quarters.

                  1.1.73   "Levies" will have the meaning given that term in
                           Section 2.14 of this Fourth Restated Credit
                           Agreement.

                  1.1.74   "Liquidity Period" will mean the period beginning on
                           the date hereof and terminating on the first to occur
                           of (i) the date the Letters of Credit terminate, (ii)
                           the first date on which there are no longer any Bonds
                           Outstanding other than Bonds secured by an Alternate
                           Letter of Credit, and (iii) the date the Liquidity
                           Period is terminated pursuant to Section 11.

                  1.1.75   "Loan Documents" will mean this Fourth Restated
                           Credit Agreement, the Notes, the Security Documents,
                           the Notices, the Letter of Credit Documents and such
                           other agreements, instruments and documents,
                           including but not limited to subordination and
                           intercreditor agreements, powers of attorney,
                           consents, reimbursement agreements, notices,
                           certificates and all other written matter now or
                           hereafter executed by or on behalf of the Company,
                           and delivered to the Agent or the Lenders in
                           connection with this Fourth Restated Credit
                           Agreement, together with all agreements, instruments
                           and documents referred to therein or contemplated
                           thereby.

                  1.1.76   "Long Term Rate" will have the meaning ascribed to
                           such term in the Indenture, as applicable.



                                      -13-
<PAGE>   27

                  1.1.77   "Multiemployer Plan" will mean a multiemployer plan
                           as defined in Section 4001(a)(3) of ERISA to which
                           the Company or any ERISA Affiliate (other than one
                           considered an ERISA Affiliate only pursuant to
                           subsection (m) or (o) of Code Section 414) is making
                           or accruing an obligation to make contributions, or
                           has within any of the preceding five (5) plan years
                           made or accrued an obligation to make contributions.

                  1.1.78   "Non-Revolving Applicable Margin" will mean:

                           a.       As to any Base Rate Advance:

<TABLE>
<CAPTION>                                                                       APPLICABLE
                               LEVERAGE RATIO                                     MARGIN
                               --------------                                   ----------
<S>                            <C>                                                <C>
                               less than or equal to 2.0x                          0.00%
                               greater than or equal to 2.0x less than 2.5x        0.00%
                               greater than or equal to 2.5x less than 3.0x        0.00%
                               greater than or equal to 3.0x less than 3.5x        0.00%
                               greater than or equal to 3.5x                       0.25%
</TABLE>

                           b.       As to any Eurodollar Rate Advance:

<TABLE>
<CAPTION>
                                                                                APPLICABLE
                               LEVERAGE RATIO                                     MARGIN
                               --------------                                   ----------
<S>                            <C>                                                <C>
                               less than or equal to  2.0x                         1.25%
                               greater than or equal to 2.0x less than 2.5x        1.50%
                               greater than or equal to 2.5x less than 3.0x        1.75%
                               greater than or equal to 3.0x less than 3.5x        2.00%
                               greater than or equal to 3.5x                       2.25%
</TABLE>

                  1.1.79   "Non-Revolving Commitment" will mean, as to any
                           Lender, the dollar amount set forth opposite its name
                           on Exhibit A hereto under the heading Non-Revolving
                           Commitment.

                  1.1.80   "Non-Revolving Credit Facility" will mean the Credit
                           Facility described in Section 2.2, below.

                  1.1.81   "Non-Revolving Credit Loans" will mean the advances
                           made pursuant to Section 2.2, below."



                                      -14-
<PAGE>   28

                  1.1.82   "Non-Revolving Credit Notes" will mean the notes
                           evidencing the Non-Revolving Credit Loans made by the
                           Company in favor of the Lender at the time each
                           Non-Revolving Credit Loan is made, and all
                           amendments, extensions and renewals made thereto from
                           time to time."

                  1.1.83   "Notes" will mean the Substituted Revolving Credit
                           Notes, the Non-Revolving Credit Notes and the
                           Swingline Note and will include any amendments,
                           extensions and renewals made thereto from time to
                           time.

                  1.1.84   "Notice of Borrowing" will mean the notice required
                           under Section 2.3, below, in the form attached to
                           this Fourth Restated Credit Agreement as Exhibit D.

                  1.1.85   "Notice of Continuation" will mean the notice
                           required under Section 2.5, below, in the form
                           attached to this Fourth Restated Credit Agreement as
                           Exhibit E.

                  1.1.86   "Notice of Conversion" will mean the notice required
                           under Section 2.5, below, in the form attached to
                           this Fourth Restated Credit Agreement as Exhibit F.

                  1.1.87   "Notice of Prepayment" will mean the notice required
                           under Section 2.6, below.

                  1.1.88   "Notices" will mean all Notices of Borrowing, Notices
                           of Continuation, Notices of Conversion, Notices of
                           Prepayment, or any notice under Section 2.8, below,
                           of termination or reduction.

                  1.1.89   "Obligations" will mean and include all loans,
                           advances, debts, liabilities, obligations, covenants
                           and duties owing to the Agent and/or any or all of
                           the Lenders from the Company and its Subsidiaries of
                           any kind or nature arising under this Fourth Restated
                           Credit Agreement, the Letters of Credit, the Standby
                           Letters of Credit, the Letter of Credit Documents,
                           the Notes or any of the Loan Documents, whether or
                           not for the payment of money, whether arising by
                           reason of an extension of credit, opening of a letter
                           of credit, loan, equipment lease, or guaranty,
                           whether under any interest or currency swap, future,
                           option or similar agreement, or in any other manner,
                           whether arising out of overdrafts on deposit or other
                           accounts or electronic funds transfers (whether
                           through automated clearing houses or otherwise),
                           whether direct or indirect, absolute or contingent,
                           joint or several, due or to become due, now existing
                           or hereafter arising, and all charges, expenses,
                           fees, including but not limited to reasonable
                           attorneys' fees and expenses, and any other sums
                           chargeable to the Company under any of the
                           Obligations.

                  1.1.90   "Outstanding" when applied to the Bonds will have the
                           meaning ascribed to such term in the Indenture.



                                      -15-
<PAGE>   29

                  1.1.91   "PBGC" will mean the Pension Benefit Guaranty
                           Corporation referred to and defined in ERISA.

                  1.1.92   "Permitted Acquisition" means the Uniflex Acquisition
                           and any other Acquisition, funded through the
                           Non-Revolving Credit Facility, by the Company or any
                           Subsidiary thereof for consideration no greater than
                           the fair market value of the capital stock (or other
                           equity interest) or property acquired; PROVIDED that
                           (a) the property acquired (or the property of the
                           Person acquired) in such Acquisition constitutes
                           assets used or useful in the same or a similar line
                           of business as the Company and its Subsidiaries were
                           engaged on the Closing Date (or goodwill associated
                           therewith), (b) the property acquired (or the
                           property of the Person acquired) in such Acquisition
                           becomes part of the Collateral upon the closing of
                           such Acquisition, (c) in the case of an Acquisition
                           of the capital stock or other outstanding equity
                           interest of another Person, such Person shall have
                           delivered to the Agent upon the closing of such
                           Acquisition an unlimited guarantee of the Obligations
                           in form acceptable to the Agent, (d) in the case of
                           an Acquisition of the capital stock or other
                           outstanding equity interest of another Person, the
                           board of directors (or other comparable governing
                           body) of such other Person shall have duly approved
                           such Acquisition, (e) the Company shall have
                           delivered to the Agent, prior to the closing of such
                           Acquisition, a certificate demonstrating that, upon
                           giving effect to such Acquisition, the Company and
                           its Subsidiaries are in compliance with all of the
                           covenants set forth in Sections 10.4, 10.5 and 10.6
                           below, and that pro-forma Adjusted EBITDA of the
                           Person acquired is at least five percent (5%) of the
                           total revenues of such Person, (f) the
                           representations and warranties made by the Company in
                           this Fourth Restated Credit Agreement or in any other
                           Loan Document shall be true and correct in all
                           material respects at and as if made as of the date of
                           such Acquisition (after giving effect thereto) except
                           to the extent such representations and warranties
                           expressly relate to an earlier date.

                  1.1.93   "Permitted Liens" will mean:

                           a.       liens securing the payment of taxes, either
                                    not yet due or the validity of which is
                                    being contested by the Person being charged
                                    in good faith by appropriate proceedings,
                                    and as to which it has set aside on its
                                    books adequate reserves to the extent
                                    required by GAAP;

                           b.       deposits under workers' compensation,
                                    unemployment insurance and social security
                                    laws, or to secure the performance of bids,
                                    tenders, contracts (other than for the
                                    repayment of borrowed money) or leases, or
                                    to secure statutory obligations or surety or
                                    appeal bonds, or to secure indemnity,
                                    performance or other similar bonds in the
                                    ordinary course of business;



                                      -16-
<PAGE>   30

                           c.       liens imposed by law, such as carriers',
                                    warehousemen's or mechanics' liens, incurred
                                    by it in good faith in the ordinary course
                                    of business;

                           d.       purchase money liens incurred in the
                                    connection with the acquisition of capital
                                    assets limited to the specific assets
                                    acquired with such financing (subject to the
                                    acquisition of such assets and incurrence of
                                    such debt being otherwise permitted by the
                                    terms of this Fourth Restated Credit
                                    Agreement);

                           e.       liens in favor of the Agent for the benefit
                                    of the Lenders under this Fourth Restated
                                    Credit Agreement or the Security Documents;
                                    and

                           f.       liens disclosed on the updated Disclosure
                                    Schedule.

                  1.1.94   "Permitted Stock Buybacks" has the meaning set forth
                           in Section 10.9 (Redemptions), below.

                  1.1.95   "Person" will mean an individual, partnership,
                           corporation (including a business trust), limited
                           liability company, joint stock company, trust,
                           unincorporated association, joint venture or other
                           entity, or a government or any political subdivision
                           or agency thereof.

                  1.1.96   "Plan" will mean any pension plan subject to the
                           provisions of Title IV of ERISA or Section 412 of the
                           Code and which is maintained for employees of the
                           Company or any ERISA Affiliate.

                  1.1.97   "Potential Default" will mean any event or condition
                           which may with lapse of time or notice or both
                           constitute a Default or Event of Default.

                  1.1.98   "Prime Rate" will mean the rate established by the
                           Agent from time to time based on its consideration of
                           various factors, including money market, business and
                           competitive factors, and is not necessarily the
                           Agent's most favored interest rate. Subject to any
                           maximum or minimum interest rate limitations
                           specified herein or by applicable law, if and when
                           the Prime Rate changes while any indebtedness,
                           principal or interest or any other amount remains
                           outstanding under this Fourth Restated Credit
                           Agreement, then in each such event, any rate of
                           interest payable under this Fourth Restated Credit
                           Agreement, the Notes or any of the other Loan
                           Documents based on the Prime Rate will change
                           automatically without notice to the Company effective
                           the date of such change.

                  1.1.99   "Principal Portion" will have the meaning ascribed to
                           such term in the Letters of Credit.

                  1.1.100  "Ratable Portion" will mean, with respect to any
                           Lender, a fraction (expressed as a percentage), the
                           numerator of which will be the amount of such
                           Lender's Revolving Commitment and the denominator of
                           which will be the aggregate amount of all of the
                           Lenders' Revolving Commitments,



                                      -17-
<PAGE>   31

                           as the case may be; PROVIDED, HOWEVER, that as to any
                           Lender that fails or refuses to make its Ratable
                           Portion of any Advance (or to pay any required
                           participation payment relative to any Letter of
                           Credit or Standby Letter of Credit), such Lender's
                           Ratable Portion of payments distributable to Lenders
                           shall be adjusted accordingly.

                  1.1.101  "Redemption Draft" will mean a drawing under any
                           Letter of Credit to be used for payment of the
                           portion of the redemption price of the applicable
                           Bonds corresponding to the principal amount thereof
                           to be redeemed and cancelled by the Issuer pursuant
                           to the Indenture, or payment of the principal amount
                           of such Bonds at their stated maturity or upon
                           acceleration of payments due on such Bonds pursuant
                           to the Indenture.

                  1.1.102  "Register" will mean a listing maintained by the
                           Agent of the names and addresses of the Lenders and
                           their respective Commitments, and of the principal
                           amount owing to each Lender under the Credit
                           Facilities from time to time.

                  1.1.103  "Remarketing Agent" will mean the Remarketing Agent
                           under the Indenture, as applicable.

                  1.1.104  "Remarketing Agreement" means the Remarketing Agent's
                           agreement to perform its duties under the Indenture.

                  1.1.105  "Reportable Event" will mean any reportable event as
                           defined in Section 4043(b) of ERISA or the
                           regulations issued thereunder with respect to a Plan
                           (other than a Plan maintained by an ERISA Affiliate
                           which is considered an ERISA Affiliate only pursuant
                           to subsection (m) or (o) of Code Section 414).

                  1.1.106  "Required Lenders" shall mean Lenders whose
                           Commitments aggregate at least 66% of the Commitments
                           of all of the Lenders.

                  1.1.107  "Responsible Officer" will mean, with respect to any
                           Person, any of its financial officers, or its
                           chairman, chief executive officer, president or any
                           vice president.

                  1.1.108  "Revolving Commitment" will mean, as to any Lender,
                           the dollar amount set forth opposite its name on
                           Exhibit A hereto under the heading Revolving
                           Commitment, as such amount may be reduced from time
                           to time pursuant to Section 2.8, below.

                  1.1.109  "Revolving Conditions" will mean the conditions
                           specified in Section 2.1, below.

                  1.1.110  "Revolving Credit Facility" will mean the Credit
                           Facility described in Section 2.1, below.



                                      -18-
<PAGE>   32

                  1.1.111  "Revolving Credit Loans" will mean the advances made
                           pursuant to Section 2.1. below.

                  1.1.112  "Security Documents" will mean the security
                           agreements, pledges, mortgages or other documents
                           delivered by the Company to the Agent for the benefit
                           of the Lenders now or in the future to encumber the
                           Collateral in favor of the Agent for the benefit of
                           the Lenders.

                  1.1.113  "Sinking Fund Account" will mean the account
                           described in Section 4.1 of this Fourth Restated
                           Credit Agreement.

                  1.1.114  "Standby Letter of Credit" or "Standby Letters of
                           Credit" will mean Standby Letters of Credit issued
                           pursuant to Section 2.11 of this Fourth Restated
                           Credit Agreement to support the contingent obligation
                           of the Company to pay a supplier amounts due under a
                           purchase contract or for such other corporate purpose
                           to which the Agent consents in its sole discretion.

                  1.1.115  "Standby Letter of Credit Commitment" will mean the
                           Commitment of the Agent on behalf of the Lenders to
                           issue Standby Letters of Credit in the aggregate not
                           exceeding (a) the Available Commitment or (b)
                           $1,000,000.

                  1.1.116  "Standby Letter of Credit Conditions" will mean the
                           conditions specified in Section 2.11.1 of this Fourth
                           Restated Credit Agreement.

                  1.1.117  "Standby Letter of Credit Disbursements" will have
                           the meaning given that term in Section 2.11.5 of this
                           Fourth Restated Credit Agreement.

                  1.1.118  "Standby Letter of Credit Facility" will mean the
                           Credit Facility described in Section 2.11 of this
                           Fourth Restated Credit Agreement.

                  1.1.119  "Subsidiary" will mean, as to any Person, any
                           corporation, partnership, trust or other entity of
                           which fifty percent (50%) or more of the stock (or
                           equivalent ownership or controlling interest) having
                           by the terms thereof ordinary voting power to elect a
                           majority of the directors (if a corporation) or to
                           select the trustee or exercise equivalent controlling
                           interest (irrespective of whether or not at the time
                           stock of any class or classes of such corporation or
                           other interest of such entity shall have or might
                           have voting power by reason of the happening of any
                           contingency), is at any relevant time directly or
                           indirectly owned or controlled by such Person or one
                           or more other Subsidiaries of such Person or any
                           combination thereof.

                  1.1.120  "Substituted Revolving Credit Notes" will mean the
                           notes evidencing the Revolving Credit Loans, which
                           shall be in the form attached hereto as Exhibit C,
                           and will include all amendments, extensions and
                           renewals made thereto from time to time.



                                      -19-
<PAGE>   33

                  1.1.121  "Swingline Commitment" will mean the credit facility
                           in an amount not to exceed $1,000,000 from PNC Bank,
                           National Association, as such amount may be reduced
                           from time to time pursuant to Section 2.8, below,
                           evidenced by the Swingline Note.

                  1.1.122  "Swingline Conditions" will mean the conditions
                           specified in Section 2.2A, below.

                  1.1.123  "Swingline Documents" will mean the Swingline Note
                           and all riders, trust agreements and other documents
                           relating to money management services provided by PNC
                           Bank to the Company executed in connection with the
                           Swingline Note.

                  1.1.124  "Swingline Subfacility" will mean the Credit Facility
                           described in Section 2.2A, below.

                  1.1.125  "Swingline Loan(s)" will mean the advances made
                           pursuant to Section 2.2A below.

                  1.1.126  "Swingline Note" will mean the promissory note
                           evidencing the Swingline Loan(s), which shall be in
                           the form attached hereto as Exhibit H, and will
                           include all amendments, extensions and renewals made
                           thereto from time to time.

                  1.1.127  "Tangible Net Worth" at any particular time, with
                           respect to any particular Person, will mean (i) the
                           sum of the amounts appearing on the balance sheet of
                           such Person as (a) the stated value of all
                           outstanding stock and (b) capital, paid-in and earned
                           surplus; less (ii) the sum of (a) the deficit in any
                           surplus or capital account, including treasury stock,
                           (b) any amounts at which shares of the capital stock
                           of such Person appear on the asset side of such
                           balance sheet, and (c) any amounts by which patents,
                           trademarks, trade names, organizational expenses and
                           other intangible items of similar nature and goodwill
                           appear on the asset side of such balance sheet, all
                           as of the last day of the month previous to such
                           particular time. In calculating Tangible Net Worth,
                           FASB 87 pension adjustments after Fiscal Year end
                           1994 will be excluded. Tangible Net Worth will not be
                           increased by any conversion of shares or other
                           changes in any of the capital accounts that do not
                           result in a cash equity infusion to the Company.

                  1.1.128  "Taxes" will have the meaning given that term in
                           Section 2.14 of this Fourth Restated Credit
                           Agreement.

                  1.1.129  "Tender Agent" will mean the Tender Agent under the
                           Indenture, as applicable.

                  1.1.130  "Tender Draft" will mean a drawing or drawings under
                           Exhibit B to any Letter of Credit to be used for
                           payment of the purchase price of the



                                      -20-
<PAGE>   34

                           applicable Bonds tendered to the Tender Agent in
                           accordance with the Indenture and not remarketed.

                  1.1.131  "Termination Date" will mean June 1, 2003; PROVIDED,
                           HOWEVER, that the Termination Date will in no event
                           be later than the date on which all of the
                           Commitments for the Credit Facilities will have been
                           terminated in whole, whether by expiration or upon
                           acceleration.

                  1.1.132  "Total Revolving Commitment" will mean the aggregate
                           of the Revolving Commitment and the Non-Revolving
                           Commitment.

                  1.1.133  "Treasury Rate" will mean the weekly average rate for
                           United States Treasury Notes with maturities of five
                           (5) years (computed on a constant maturity basis) as
                           published in the most current version of the Federal
                           Reserve Board Publication HR.15 as determined by the
                           Agent on any date of determination.

                  1.1.134  "Trustee" shall mean the Trustee under the Indenture,
                           as applicable.

                  1.1.135  "Type of Advance" refers to the distinction between
                           Advances bearing interest at the Base Rate or
                           Eurodollar Rate.

                  1.1.136  "Unfunded Capital Expenditures" shall mean any
                           capital expenditures utilizing funds other than funds
                           borrowed from the Lenders hereunder.

                  1.1.137  "Uniflex Acquisition" will mean the Acquisition by
                           MCC-Uniflex of substantially all of the assets of
                           Uniflex relating to the manufacture of heat shrink
                           specialty labels pursuant to the Asset Purchase
                           Agreement dated as of June 6, 2000 by and among
                           MCC-Uniflex, as buyer, Uniflex, as seller, and the
                           other parties thereto.

                  1.1.138  "Unremarketed Tendered Bonds" means Bonds which (a)
                           have been tendered for purchase pursuant to optional
                           or mandatory tender provisions of the Bonds and
                           Indenture, and (b) have not been successfully
                           remarketed by the Remarketing Agent prior to 11:00
                           a.m. on the date of purchase thereof pursuant to such
                           tender.

                  1.1.139  "Withdrawal Liability" will mean liability to a
                           Multiemployer Plan as a result of a complete or
                           partial withdrawal from such Multiemployer Plan, as
                           such terms are defined in Part I of Subtitle E of
                           Title IV of ERISA.

         1.2      OTHER ACCOUNTING DEFINITIONAL PROVISIONS. Unless otherwise
                  specified, all accounting terms used herein and all accounting
                  determinations made hereunder shall be made in accordance with
                  GAAP, applied consistently with the audited financial
                  statements of the Company for the Fiscal Year ended March 31,
                  2000, except for any inconsistency resulting from any change
                  in accounting principles or methods adopted by the Company
                  with the agreement of its independent certified public
                  accountants; PROVIDED, HOWEVER, that if any change in GAAP or
                  its



                                      -21-
<PAGE>   35

                  application occurs hereafter or if the Company adopts a change
                  to its accounting principles or methods with the agreement of
                  its independent certified public accountants, and such change
                  results in a change in the calculations of any financial
                  covenants or restriction set forth in this Fourth Restated
                  Credit Agreement, then the parties hereto agree to enter into
                  and diligently pursue negotiations in order to amend such
                  financial covenant or restriction so as to equitably reflect
                  such change, with the desired result being that the criteria
                  for evaluating the financial condition and results of
                  operations of the Company shall be the same after such change
                  as if such change had not been made. Pending the resolution of
                  any such negotiations, the Company will provide to each Lender
                  such unaudited financial statements and proforma statements
                  using the accounting methods and principles used in the
                  preparation of the audited financial statements for the year
                  ended March 31, 2000 as are necessary to enable the Lenders to
                  test the financial covenants and restrictions contained
                  herein.

         1.3      OTHER DEFINITIONAL PROVISIONS. All terms defined in this
                  Fourth Restated Credit Agreement in the singular will have
                  comparable meanings when used in the plural and vice-versa.
                  The words "hereof," "herein" and "hereunder" and words of
                  similar import when used in this Fourth Restated Credit
                  Agreement will mean this Fourth Restated Credit Agreement as a
                  whole and not any particular provision of this Fourth Restated
                  Credit Agreement.

2.       CREDIT FACILITIES.

         2.1      REVOLVING CREDIT FACILITY.

                  2.1.1    Each Lender severally agrees to make, subject to the
                           terms and conditions herein set forth, Revolving
                           Credit Loans to the Company on any Business Day
                           during the period from the Closing Date to the
                           Business Day preceding the Termination Date upon the
                           request of the Company in an amount not to exceed the
                           Available Commitment of such Lender; provided that:

                           a.       such Lender's Ratable Portion of the
                                    Aggregate Outstanding Revolving Credit shall
                                    not exceed at any time such Lender's
                                    Revolving Commitment; and

                           b.       no Default or Event of Default exists.

                  2.1.2    Within the above-described limits, the Company may
                           borrow under this Section 2.1, prepay pursuant to
                           Section 2.6.1, below, and reborrow under this Section
                           2.1.

                  2.1.3    The Revolving Credit Loans will be evidenced by the
                           Substituted Revolving Credit Notes and will bear
                           interest and be payable in the manner set forth
                           herein and therein. The Company will pay to the Agent
                           for the account of the Lenders the outstanding
                           principal amount of, and all



                                      -22-
<PAGE>   36

                           accrued and unpaid interest on, all Revolving Credit
                           Loans on the Termination Date.

                  2.1.4    The initial term of the Revolving Credit Loans and
                           the Substituted Revolving Credit Notes will commence
                           on the Closing Date and expire on June 1, 2003. On
                           each anniversary date of the Substituted Revolving
                           Credit Notes, the Substituted Revolving Credit Notes
                           and the Revolving Credit Loans may be extended, in
                           the sole discretion of the Lenders, for additional
                           periods of one (1) year each upon the request of the
                           Company by written notice given to the Agent at least
                           sixty (60) days prior to the anniversary date. The
                           failure of the Lenders to respond to such request
                           within thirty (30) days after receipt of such notice
                           shall be deemed to be a denial of the request.

         2.2      NON-REVOLVING CREDIT FACILITY.

                  2.2.1    Each Lender severally agrees to make, subject to the
                           terms and conditions herein set forth, Non-Revolving
                           Credit Loans to the Company on any Business Day
                           during the period from the Closing Date to June 1,
                           2001 upon the request of the Company in an amount not
                           to exceed $7,200,000 in the aggregate; PROVIDED that:

                           a.       such Lender's Ratable Portion of the
                                    Aggregate Outstanding Non-Revolving Credit
                                    shall not exceed at any time such Lender's
                                    Non-Revolving Commitment; and

                           b.       no Default or Event of Default exists.

                  2.2.2    Within the above-described limits, the Company may
                           borrow and repay advances under this Section 2.2 but
                           the Non-Revolving Credit Facility is not a revolving
                           credit facility and amounts borrowed and repaid may
                           not be reborrowed. The Lenders will have no
                           obligation to make any advances under the
                           Non-Revolving Credit Facility on or after June 1,
                           2001.

                  2.2.3    Unless otherwise agreed in a Non-Revolving Credit
                           Note, on the earlier of (i) June 1, 2001 or (ii) upon
                           draws by the Company in an aggregate amount of
                           $3,500,000 (the "Amortization Commencement Date"),
                           the aggregate amount of all then-outstanding
                           Non-Revolving Credit Loans will be converted to a
                           term loan payable as provided in the Non-Revolving
                           Credit Notes and in this Fourth Restated Credit
                           Agreement.

                  2.2.4    The Non-Revolving Credit Loans will be evidenced by
                           the Non-Revolving Credit Notes and will bear interest
                           and be payable in the manner set forth herein and
                           therein.


                                      -23-
<PAGE>   37


         2.2A     SWINGLINE LOANS SUBFACILITY.

                  2.2A.1   PNC Bank, National Association ("PNC Bank") hereby
                           agrees, on the terms and subject to the conditions
                           set forth herein and in the other Loan Documents and
                           the Swingline Documents, to make loans to the
                           Company, in Dollars, at any time and from time to
                           time during the period from and including the Closing
                           Date to but not including the Termination Date (each
                           such loan, a "Swingline Loan" and collectively, the
                           "Swingline Loans"); provided that (i) the aggregate
                           principal amount of the Swingline Loans outstanding
                           at any one time shall not exceed the Swingline
                           Commitment, (ii) the aggregate amount of Swingline
                           Loans outstanding plus the aggregate amount of
                           Revolving Credit Loans outstanding plus the stated
                           amount of all Standby Letters of Credit shall not
                           exceed the Revolving Commitment and (iii) all
                           Swingline Loans shall accrue interest at the Base
                           Rate in effect from time to time. Prior to the
                           Termination Date, Swingline Loans may be repaid and
                           reborrowed by the Company in accordance with the
                           provisions of this Fourth Restated Credit Agreement
                           and the Swingline Documents.

                  2.2A.2   The Company agrees to repay all Swingline Loans
                           within one Business Day of demand therefor by PNC
                           Bank. Each repayment of a Swingline Loan may be
                           accomplished by requesting Revolving Loans which
                           request is not subject to the conditions set forth in
                           Section 5.2. If the Company shall fail to timely
                           repay any Swingline Loan, and in any event upon (i) a
                           request by PNC Bank, (ii) the occurrence of an Event
                           of Default or (iii) the acceleration of any
                           Obligations or termination of any Commitment pursuant
                           to Section 11, each other Lender shall irrevocably
                           and unconditionally purchase from PNC Bank, without
                           recourse or warranty, an undivided interest and
                           participation in such Swingline Loan in an amount
                           equal to such other Lender's Ratable Portion thereof,
                           by directly purchasing a participation in such
                           Swingline Loan in such amount (regardless of (A)
                           whether the conditions precedent thereto set forth in
                           Section 7 hereof are then satisfied, (B) whether or
                           not the Company has submitted a Notice of Borrowing
                           and whether or not the Commitments are then in
                           effect, (C) whether any Event of Default exists or
                           (D) whether all the Obligations have been
                           accelerated) and paying the proceeds thereof to PNC
                           Bank at such address as PNC Bank may designate, in
                           Dollars and in immediately available funds. If such
                           amount is not in fact made available to PNC Bank by
                           any Lender, PNC Bank shall be entitled to recover
                           such amount on demand from such Lender, together with
                           accrued interest thereon for each day from the date
                           of demand thereof, if paid within two Business Days
                           after demand at the Federal Funds Rate and thereafter
                           at the Base Rate. If such Lender does not pay such
                           amount forthwith upon PNC Bank's demand therefor, and
                           until such time as such Lender makes the required
                           payment, PNC Bank shall be deemed to continue to have
                           outstanding Swingline Loans in the amount of such
                           unpaid participation obligation for all purposes of
                           the Loan Documents other than those



                                      -24-
<PAGE>   38

                           provisions requiring the other Lenders to purchase a
                           participation therein. Further, such Lender shall be
                           deemed to have assigned any and all payments made of
                           principal and interest on its Loans, and any other
                           amounts due to it hereunder to PNC Bank to fund
                           Swingline Loans in the amount of the participation in
                           Swingline Loans that such Lender failed to purchase
                           pursuant to this Section 2.2A.2 until such amount has
                           been purchased (as a result of such assignment or
                           otherwise).

                  2.2A.3   The Swingline Loans shall be evidenced by the
                           Swingline Note and Swingline Loans may be subject to
                           PNC Bank's automated money management procedures as
                           set forth in the Swingline Note and the other
                           Swingline Documents.

         2.3      MANNER OF BORROWING.

                  2.3.1    REVOLVING BORROWINGS. Except as otherwise provided
                           herein, the Company will give the Agent a Notice of
                           Borrowing with respect to each Borrowing under the
                           Revolving Credit Facility, not later than 11:00 a.m.
                           (Cincinnati time) on (a) the Business Day of the
                           proposed Borrowing Date in the case of a Borrowing
                           consisting of Base Rate Advances and (b) three (3)
                           Business Days prior to the proposed Borrowing Date,
                           in the case of a Borrowing consisting of Eurodollar
                           Rate Advances. The Agent will give to each Lender
                           prompt notice thereof by telex, telecopier or cable.
                           Each Notice of Borrowing shall be by telecopier (or
                           by telephonic notice confirmed in writing by a Notice
                           of Borrowing delivered no later than the close of
                           business on the day on which such telephonic notice
                           is given), specifying therein all matters required by
                           such Notice, including but not limited to the
                           requested (i) Borrowing Date, (ii) Credit Facility
                           under which such Borrowing is to be made, (iii) the
                           amount and Type of Advances comprising such
                           Borrowing, (iv) aggregate amount of such Borrowing,
                           and (v) in the case of a Borrowing consisting of
                           Eurodollar Rate Advances the initial Interest Period
                           for each such Advance. In the case of a proposed
                           Borrowing comprised of Eurodollar Rate Advances, the
                           Agent shall promptly notify each Lender of the
                           applicable Eurodollar Rate. Each Revolving Loan that
                           is a Eurodollar Rate Advance shall be in an aggregate
                           principal amount of $500,000 or in integral multiples
                           of $100,000 in excess thereof. The Lenders will have
                           no obligation to make Eurodollar Rate Advances if
                           thereafter there would be outstanding under the
                           Revolving Credit Facility and the Non-Revolving
                           Credit Facility Eurodollar Rate Advances with
                           Interest Periods that end on more than five (5)
                           different dates. If the Company fails to specify an
                           Interest Period with respect to a Eurodollar Rate
                           Advance, or fails to specify the Type of any Advance,
                           or fails to provide any other information required by
                           such Notice as to an Advance, the Company shall be
                           deemed to have selected a Borrowing that is a Base
                           Rate Advance. Each Lender shall, before 1:00 p.m.
                           (Cincinnati time) on the Borrowing Date, make
                           available for the account of its Applicable Lending
                           Office to the Agent at the Agent's



                                      -25-
<PAGE>   39

                           Account, in same day funds, such Lender's Ratable
                           Portion of such Borrowing. After the Agent's receipt
                           of such funds and upon fulfillment of the applicable
                           conditions set forth in Section 7 hereof, the Agent
                           will make such funds available to the Company by
                           crediting the Cash Collateral Account.

                  2.3.2    NON-REVOLVING BORROWINGS. Except as otherwise
                           provided herein, the Company will give the Agent a
                           Notice of Borrowing with respect to each Borrowing
                           under the Non-Revolving Credit Facility, not later
                           than 11:00 a.m. (Cincinnati time) on (a) the Business
                           Day of the proposed Borrowing in the case of a
                           Borrowing consisting of Base Rate Advances and (b)
                           three (3) Business Days prior to the proposed
                           Borrowing Date, in the case of a Borrowing consisting
                           of Eurodollar Rate Advances. The Agent will give to
                           each Lender prompt notice thereof by telex,
                           telecopier or cable. Each Notice of Borrowing shall
                           be by telecopier (or by telephonic notice confirmed
                           in writing by a Notice of Borrowing delivered no
                           later than the close of business on the day on which
                           such telephonic notice is given), specifying therein
                           all matters required by such Notice, including but
                           not limited to the requested (i) Borrowing Date, (ii)
                           Credit Facility under which such Borrowing is to be
                           made, (iii) the amount and Type of Advances
                           comprising such Borrowing, (iv) aggregate amount of
                           such Borrowing, and (v) in the case of a Borrowing
                           consisting of Eurodollar Rate Advances, the initial
                           Interest Period for each such Advance. In the case of
                           a proposed Borrowing comprised of Eurodollar Rate
                           Advances, the Agent shall promptly notify each Lender
                           of the applicable Eurodollar Rate. Each Non-Revolving
                           Loan that is a Base Rate Advance shall be in an
                           aggregate principal amount of $250,000 or in integral
                           multiples of $50,000 in excess thereof. Each
                           Non-Revolving Loan that is a Eurodollar Rate Advance
                           shall be in an aggregate principal amount of $500,000
                           or in integral multiples of $100,000 in excess
                           thereof. The Lenders will have no obligation to make
                           Eurodollar Rate Advances if thereafter there would be
                           outstanding under the Non-Revolving Credit Facility
                           and the Revolving Credit Facility Eurodollar Rate
                           Advances with Interest Periods that end on more than
                           five (5) different dates. If the Company fails to
                           specify an Interest Period with respect to a
                           Eurodollar Rate Advance, or fails to specify the Type
                           of any Advance, or fails to provide any other
                           information required by such Notice as to an Advance,
                           the Company shall be deemed to have selected a
                           Borrowing that is a Base Rate Advance. Each Lender
                           shall, before 1:00 p.m. (Cincinnati time) on the
                           Borrowing Date, make available for the account of its
                           Applicable Lending Office to the Agent at the Agent's
                           Account, in same day funds, such Lender's Ratable
                           Portion of such Borrowing. After the Agent's receipt
                           of such funds and upon fulfillment of the applicable
                           conditions set forth in Section 7 hereof, the Agent
                           will make such funds available to the Company by
                           crediting the Cash Collateral Account.



                                      -26-
<PAGE>   40

                  2.3.3    SWINGLINE BORROWINGS. Borrowings under the Swingline
                           Subfacility will be made in accordance with the
                           Swingline Documents.

         2.4      ADDITIONAL PROVISIONS REGARDING FUNDING.

                  2.4.1    As to all Advances, the Agent may assume that each
                           Lender will make its Advances available to the Agent
                           on the Borrowing Date in accordance with this Fourth
                           Restated Credit Agreement and the Agent may, but
                           shall not be obligated to, advance to the Company on
                           such Lender's behalf such Lender's Advance, or any
                           portion of such share, for the account of such Lender
                           unless such Lender shall have notified the Agent in
                           writing (a) in the case of a Base Rate Advance, prior
                           to 2:00 p.m. (Cincinnati time) on the Borrowing Date,
                           or (b) in the case of any other Advance, prior to
                           2:00 p.m. (Cincinnati time) on the Business Day prior
                           to the Borrowing Date, that funds will not be made
                           available by such Lender for such Advance, in which
                           case the Agent promptly shall notify the Company of
                           such fact. If any such funds are so advanced by the
                           Agent, such Lender and the Company severally agree to
                           pay such amount to the Agent, forthwith on demand,
                           but no later than the Wednesday following the date
                           such funds are advanced, together with interest
                           thereon for each day from the date such amount is
                           made available to the Company until the date such
                           amount is paid to the Agent, at (i) in the case of
                           the Company, a rate per annum equal to the Interest
                           Rate payable by the Company with respect to such Loan
                           in effect from time to time while such Advance is
                           outstanding and (ii) in the case of such Lender, two
                           percent (2%) in excess of the Federal Funds Rate. If
                           such Lender shall pay to the Agent such amount, such
                           amount so paid shall constitute such Lender's Advance
                           as part of such Borrowing.

                  2.4.2    No Lender's obligation to make any Advance shall be
                           affected by any other Lender's failure to make funds
                           available for the same or any other Borrowing, nor
                           shall any Lender be liable for the failure of any
                           other Lender to fulfill an obligation to make any
                           Advance.

         2.5      CONVERSIONS AND CONTINUATION OF ADVANCES.

                  2.5.1    OPTIONAL CONVERSION. Subject to the terms and
                           conditions of this Fourth Restated Credit Agreement
                           and provided that no Default or Event of Default
                           shall have occurred and be continuing, upon delivery
                           to the Agent of a Notice of Conversion, the Company
                           (a) may convert any Eurodollar Rate Advance under the
                           Revolving Credit Facility or the Non-Revolving Credit
                           Facility upon expiration of the applicable Interest
                           Period, or may convert any Base Rate Advance under
                           the Revolving Credit Facility or the Non-Revolving
                           Credit Facility at any time, to a Eurodollar Rate
                           Advance or a Base Rate Advance, as the case may be,
                           under the same Credit Facility. Any such Notice of
                           Conversion shall be delivered to the Agent prior to
                           11:00 a.m. (Cincinnati time) two (2) Business Days
                           prior to the



                                      -27-
<PAGE>   41

                           proposed Conversion Date (which must, except for
                           conversions to Base Rate Advances, be the last day of
                           the applicable Interest Period). The Agent will give
                           to each Lender prompt notice thereof by telex,
                           telecopier or cable. Each Notice of Conversion shall
                           be by telex, telecopier or cable (or by telephone
                           notice confirmed in writing by a Notice of Conversion
                           delivered no later than the close of business on the
                           day on which such telephonic notice is given),
                           specifying therein all matters required by such
                           Notice, including but not limited to the following:
                           (a) the requested Conversion Date (which must be a
                           Business Day), (b) the amount and Type of Advances to
                           be converted, (c) the Credit Facility under which the
                           Advance to be converted originally was made and (d)
                           if such conversion is to a Eurodollar Rate Advance,
                           the initial Interest Period for such Advance.
                           Notwithstanding the foregoing, each converted Advance
                           that is a Eurodollar Rate Advance shall be in an
                           aggregate principal amount of $500,000 or in integral
                           multiples of $100,000 in excess thereon or in the
                           full remaining principal amount thereof; and after
                           giving effect to any such conversion there shall not
                           be outstanding, under the Revolving Credit Facility
                           and the Non-Revolving Credit Facility, Eurodollar
                           Rate Advances with Interest Periods that end on more
                           than five (5) different dates; and no Advance shall
                           be converted to an Advance under a Credit Facility
                           other than the Credit Facility under which such
                           Advance originally was made.

                  2.5.2    CONTINUATION. Subject to the terms and conditions of
                           this Fourth Restated Credit Agreement and provided
                           that no Default or Event of Default shall have
                           occurred and be continuing, the Company may elect to
                           continue any Eurodollar Rate Advance under a Credit
                           Facility as such under such Credit Facility (at the
                           Interest Rate applicable to such Type of Advance
                           determined as of the new Interest Period) upon
                           expiration of the applicable Interest Period by
                           delivering to the Agent a Notice of Continuation
                           prior to 11:00 a.m. (Cincinnati time) two (2)
                           Business Days prior to the last day of the then
                           current Interest Period applicable to such Advance.
                           The Agent will give to each Lender prompt notice
                           thereof by telex, telecopier or cable. Each Notice of
                           Continuation shall be by telex, telecopier or cable
                           (or by telephone notice confirmed in writing by a
                           Notice of Continuation delivered no later than the
                           close of business on the day on which such telephonic
                           notice is given), specifying therein all matters
                           required by such Notice, including but not limited to
                           the following: (a) the requested Continuation Date
                           (which must be a Business Day), (b) the amount and
                           Type of Advances to be continued and (c) the Interest
                           Period for such continued Advance. Notwithstanding
                           the foregoing, each such continued Advance shall be
                           in an aggregate principal amount of $500,000 or in
                           integral multiples of $100,000 in excess thereof or
                           in the full remaining principal amount thereof; and
                           after giving effect to any such continuation there
                           shall not be outstanding under the Revolving Credit
                           Facility and the Non-Revolving Credit Facility
                           Eurodollar Rate Advances with Interest Periods that
                           end on more than five (5) different dates.



                                      -28-
<PAGE>   42

                  2.5.3    AUTOMATIC CONVERSION. If the Company shall fail to
                           give a timely and complete Notice of Conversion or
                           Notice of Continuation with respect to an outstanding
                           Advance in accordance with this Fourth Restated
                           Credit Agreement, or any requested conversion or
                           continuation otherwise fails to satisfy the
                           applicable requirements of this Fourth Restated
                           Credit Agreement, the Company shall be deemed to have
                           elected to convert such outstanding Advance to a Base
                           Rate Advance on the last day of the applicable
                           Interest Period. Advances also are subject to
                           automatic conversion under the circumstances set
                           forth in Section 2.16, below.

         2.6      PREPAYMENT OF REVOLVING CREDIT FACILITY.

                  2.6.1    OPTIONAL PREPAYMENT. Subject to the terms and
                           conditions of this Fourth Restated Credit Agreement,
                           the Company may elect to prepay all or any part of an
                           Advance (except for Eurodollar Rate Advances) at any
                           time by delivering to the Agent a Notice of
                           Prepayment prior to the proposed prepayment in the
                           case of a Base Rate Advance, and at least three (3)
                           Business Days prior to the proposed date of
                           prepayment in the case of a Eurodollar Rate Advance,
                           provided that each such partial prepayment of any
                           Advance other than a Base Rate Advance shall be in an
                           aggregate principal amount of $250,000 or an integral
                           multiple of $50,000 in excess thereof and provided
                           further that each prepayment of any Advance shall be
                           accompanied by payment of the accrued interest to the
                           date of prepayment on the principal amount prepaid
                           and any amounts payable pursuant to Section 2.17
                           hereof as a result of such prepayment. Each Notice of
                           Prepayment must specify, as to each Advance being
                           prepaid, the proposed prepayment date, the Advance
                           being prepaid and the aggregate principal amount of
                           the prepayment. All prepayments shall be paid to the
                           Agent.

                  2.6.2    MANDATORY PREPAYMENT.

                           2.6.2.1  In the event that the Aggregate Outstanding
                                    Revolving Credit would in whole or in part
                                    exceed any applicable Revolving Commitment,
                                    whether after giving effect to any reduction
                                    or termination of the applicable Total
                                    Revolving Commitment or otherwise, the
                                    Company shall, within one (1) Business Day,
                                    make a prepayment of principal in an amount
                                    sufficient to eliminate the excess, plus all
                                    accrued interest thereon and any amounts
                                    payable pursuant to Section 2.17 hereof.

                           2.6.2.2  Immediately upon receipt by the Company or
                                    any of its Subsidiaries of proceeds from any
                                    disposition of any or all of the assets
                                    (including the capital stock) of the Company
                                    or any of its Subsidiaries whether by sale,
                                    lease, transfer or otherwise, the Company
                                    shall pay an amount equal to 100% of the
                                    proceeds of such asset disposition to the
                                    Agent as a prepayment of the



                                      -29-
<PAGE>   43

                                    Obligations (to be applied as reasonably
                                    determined by the Agent); PROVIDED that the
                                    Company may use up to $500,000 in the
                                    aggregate of proceeds of such asset sales to
                                    acquire substitute assets in the ordinary
                                    course of business if such substitute assets
                                    automatically would become part of the
                                    Collateral without further action of the
                                    Company or any Lender upon the Company's
                                    acquisition thereof.

         2.7      INTEREST ON THE ADVANCES.

                  2.7.1    INTEREST ON REVOLVING CREDIT LOANS. Each Revolving
                           Loan shall bear interest from the Borrowing Date
                           thereof on the principal amount thereof from time to
                           time outstanding until due and payable (whether at
                           the stated maturity, by acceleration or otherwise) as
                           follows: (a) in the case of a Base Rate Advance, at a
                           fluctuating rate per annum equal to the Base Rate as
                           from time to time in effect plus the Applicable
                           Margin and (b) in the case of a Eurodollar Rate
                           Advance, at a rate per annum equal to the Eurodollar
                           Rate for the Interest Period applicable to such
                           Eurodollar Rate Advance plus the Applicable Margin.
                           The Applicable Margin will be adjusted as of the
                           first day of the month following delivery of the
                           quarterly financial statements required hereunder
                           based upon the Leverage Ratio determined by the Agent
                           pursuant to those financial statements; PROVIDED that
                           if the Company fails to deliver such financial
                           statements as and when required by this Fourth
                           Restated Credit Agreement the Applicable Margin will
                           automatically be increased to the highest rate
                           permitted hereunder.

                  2.7.2    INTEREST ON SWINGLINE LOANS. Accrued interest on all
                           Swingline Loans will be paid in accordance with the
                           Swingline Documents.

                  2.7.3    INTEREST ON NON-REVOLVING CREDIT LOANS. Each
                           Non-Revolving Loan shall bear interest from the
                           Borrowing Date thereof on the principal amount
                           thereof from time to time outstanding until due and
                           payable (whether at the stated maturity, by
                           acceleration or otherwise) as follows: (a) in the
                           case of a Base Rate Advance, at a fluctuating rate
                           per annum equal to the Base Rate as from time to time
                           in effect plus the Non-Revolving Applicable Margin
                           and (b) in the case of a Eurodollar Rate Advance, at
                           a rate per annum equal to the Eurodollar Rate for the
                           Interest Period applicable to such Eurodollar Rate
                           Advance plus the Non-Revolving Applicable Margin. The
                           Non-Revolving Applicable Margin will be adjusted as
                           of the first day of the month following delivery of
                           the quarterly financial statements required hereunder
                           based upon the Leverage Ratio determined by the Agent
                           pursuant to those financial statements; PROVIDED that
                           if the Company fails to deliver such financial
                           statements as and when required by this Fourth
                           Restated Credit Agreement, the Non-Revolving
                           Applicable Margin will automatically be increased to
                           the highest rate permitted hereunder.



                                      -30-
<PAGE>   44

                  2.7.4    NON-REVOLVING CREDIT LOANS PAYMENT DATES. Unless
                           otherwise agreed in a Non-Revolving Credit Note,
                           following the Amortization Commencement Date, the
                           principal of the Non-Revolving Credit Loans will be
                           due and payable in quarterly installments equal to an
                           amount necessary to amortize the Non-Revolving Credit
                           Loans over a period of five (5) years (or such longer
                           period as the Lenders may determine in their sole
                           discretion), commencing on the last Business Day of
                           the quarter following the Amortization Commencement
                           Date and continuing on the last Business Day of each
                           quarter thereafter until the Termination Date, at
                           which time any remaining outstanding principal will
                           be due. Accrued interest on the Non-Revolving Credit
                           Loans will be due and payable on the interest payment
                           dates set forth in Section 2.7.5 hereof.

                  2.7.5    INTEREST PAYMENT DATES.

                           2.7.5.1  Except for interest on Swingline Loans,
                                    accrued interest on all Base Rate Advances
                                    shall be payable as follows: (i) quarterly
                                    on the last Business Day of each June,
                                    September, December and March, (ii) on the
                                    date any such Advance is converted or
                                    continued (if applicable) or paid in full,
                                    (iii) on the Termination Date, and (iv)
                                    after maturity, on demand.

                           2.7.5.2  Accrued interest on all Eurodollar Rate
                                    Advances shall be payable as follows: (i) on
                                    the last day of the Interest Period for such
                                    Advance (unless the Interest Period for such
                                    Advance is in excess of three (3) months, in
                                    which event accrued interest also must be
                                    paid on the first day of each third month
                                    following the commencement of such Interest
                                    Period), (ii) on the date any such Advance
                                    is converted or continued (if applicable) or
                                    paid in full, (iii) on the Termination Date,
                                    and (iv) after maturity, on demand.

                  2.7.6    DEFAULT RATE. Upon the occurrence and during the
                           continuance of any Event of Default, the unpaid
                           principal amount of each Advance, and to the extent
                           not paid when due, the unpaid amount of all interest,
                           fees, expenses and other amounts payable hereunder,
                           shall bear interest at the Default Rate in effect
                           from time to time. The waiver by the Agent of the
                           right to charge the Default Rate, the failure of the
                           Agent to charge the Default Rate or the acceptance by
                           the Agent of any payment bearing interest at the
                           Default Rate, in any instance, shall not prejudice
                           any of the Agent's rights or remedies contained
                           herein or be deemed to extend the applicable cure
                           period for the Default in question or to create any
                           cure period for any default for which this Fourth
                           Restated Credit Agreement does not specifically
                           provide a cure period.

         2.8      TERMINATION OR REDUCTION OF COMMITMENTS BY THE COMPANY. The
                  Company shall have the right from time to time to terminate
                  the Standby Letter of Credit Commitment, the Swingline
                  Commitment and/or Revolving Commitment, or



                                      -31-
<PAGE>   45

                  reduce the Standby Letter of Credit, the Swingline Commitment
                  and/or Revolving Commitment upon not less than thirty (30)
                  Business Days' prior notice by the Company to the Agent in
                  writing or by telecopy or facsimile transmission, which notice
                  shall (a) specify the Commitment being terminated or the
                  Commitment being reduced, (b) specify the effective date of
                  such termination or reduction, (c) be irrevocable and
                  effective only upon receipt by the Agent and (d) be signed by
                  an Authorized Employee of the Company; PROVIDED, HOWEVER, that
                  after giving effect to any such termination or reduction, all
                  applicable Standby Letter of Credit Conditions, Swingline
                  Conditions and/or Revolving Conditions must be satisfied. Any
                  optional reduction of the Revolving Commitment shall be in the
                  amount of $1,000,000 or in integral multiples of $100,000 in
                  excess thereof or in the full amount of the Commitment as then
                  in effect. Any termination or reduction pursuant to this
                  Section 2.8 shall be permanent. The Agent promptly shall give
                  notice to each Lender of any termination or reduction
                  hereunder. Any such termination or reduction shall be
                  accompanied by a payment of accrued but unpaid interest,
                  principal in an amount sufficient to eliminate the excess over
                  the Commitment as reduced or terminated, the accrued but
                  unpaid Commitment Fee with respect to the amount of the
                  Commitment that is terminated or reduced and any amounts
                  payable pursuant to Section 2.17, below.

         2.9      RECORDS. Each Lender is hereby authorized by the Company to
                  record on the schedule attached to the Notes or in its books
                  and records, the date, amount, Interest Rate, and applicable
                  Interest Period, if any, of each Advance made to the Company,
                  the date and amount of each payment of principal or interest
                  thereon, and the other information provided for on such
                  schedule, which schedule or books and records, as the case may
                  be, will constitute PRIMA FACIE evidence of the accuracy of
                  the information so recorded, PROVIDED, HOWEVER, that failure
                  of any Lender to record, or any error in recording, any such
                  information will not relieve the Company of its obligation to
                  repay the outstanding principal amount of the Advances, all
                  accrued interest thereon, and other amounts payable with
                  respect thereto in accordance with the terms of the Notes and
                  this Fourth Restated Credit Agreement.

         2.10     LETTER OF CREDIT FACILITIES.

                  2.10.1   ISSUANCE OF SCOTTSBURG ALTERNATE LETTER OF CREDIT.
                           The Company has requested the Agent, as agent and for
                           the account of the Lenders, to issue the Scottsburg
                           Alternate Letter of Credit to the Trustee. Subject to
                           the conditions precedent hereinafter set forth, the
                           Agent has issued, and the Lenders hereby confirm the
                           authority of the Agent to issue, to the Trustee
                           pursuant to the request of the Company the Scottsburg
                           Alternate Letter of Credit in the Scottsburg
                           Alternate Letter of Credit Amount. The Interest
                           Portion of the Scottsburg Alternate Letter of Credit
                           Amount has been established on the basis of two
                           hundred ten (210) days' interest on the Scottsburg
                           Bonds, at an assumed maximum interest rate of 15% per
                           annum. The Scottsburg Alternate Letter of Credit
                           shall expire at 5:00 p.m. on June 1, 2003, or if such
                           day is not a Business Day, on the next



                                      -32-
<PAGE>   46

                           succeeding Business Day, subject to renewal as
                           provided therein. The Scottsburg Alternate Letter of
                           Credit is subject to prior automatic termination as
                           provided therein. The payment of all drawings honored
                           under the Scottsburg Alternate Letter of Credit will
                           be made with the Agent's own funds. Draws under the
                           Scottsburg Alternate Letter of Credit are not
                           available to pay any amounts due under any other
                           Letter of Credit.

                  2.10.2   ISSUANCE OF BOONE ALTERNATE LETTER OF CREDIT. The
                           Company has requested the Agent, as agent and for the
                           account of the Lenders, to issue the Boone Alternate
                           Letter of Credit to the Trustee. Subject to the
                           conditions precedent hereinafter set forth, the Agent
                           has issued, and the Lenders hereby confirm the
                           authority of the Agent to issue, to the Trustee
                           pursuant to the request of the Company, as of the
                           date of execution and delivery of the Credit
                           Agreement, the Boone Alternate Letter of Credit in
                           the Boone Alternate Letter of Credit Amount. The
                           Interest Portion of the Boone Alternate Letter of
                           Credit Amount has been established on the basis of
                           two hundred ten (210) days' interest on the Boone
                           Bonds, at an assumed maximum interest rate of 15% per
                           annum. The Boone Alternate Letter of Credit shall
                           expire at 5:00 p.m. on June 1, 2003, or if such day
                           is not a Business Day, on the next succeeding
                           Business Day, subject to renewal as provided therein.
                           The Boone Alternate Letter of Credit is subject to
                           prior automatic termination as provided therein. The
                           payment of all drawings honored under the Boone
                           Alternate Letter of Credit will be made with the
                           Agent's own funds. Draws under the Boone Alternate
                           Letter of Credit are not available to pay any amounts
                           due under any other Letter of Credit.

                  2.10.3   ISSUANCE OF 1997 SCOTTSBURG LETTER OF CREDIT. The
                           Company has requested the Agent, as agent and for the
                           account of the Lenders, to issue the 1997 Scottsburg
                           Letter of Credit to the Trustee. Subject to the
                           conditions precedent hereinafter set forth, the Agent
                           has issued, and the Lenders hereby confirm the
                           authority of the Agent to issue, to the Trustee
                           pursuant to the request of the Company, the 1997
                           Scottsburg Letter of Credit in the 1997 Scottsburg
                           Letter of Credit Amount. The Interest Portion of the
                           1997 Scottsburg Letter of Credit Amount has been
                           established on the basis of sixty (60) days' interest
                           on the 1997 Scottsburg Bonds, at an assumed maximum
                           interest rate of 10% per annum. The 1997 Scottsburg
                           Letter of Credit shall expire at 5:00 p.m. on June 1,
                           2003, subject to renewal as provided therein. The
                           1997 Scottsburg Letter of Credit is subject to prior
                           automatic termination as provided therein. The
                           payment of all drawings honored under the 1997
                           Scottsburg Letter of Credit will be made with the
                           Agent's own funds. Draws under the 1997 Scottsburg
                           Letter of Credit are not available to pay any amounts
                           due under any other Letter of Credit.

                  2.10.4   ISSUANCE OF MCC-BATAVIA ALTERNATE LETTER OF CREDIT.
                           The Company has requested the Agent, as agent and for
                           the account of the Lenders, to issue the MCC-Batavia
                           Alternate Letter of Credit to the Trustee. Subject



                                      -33-
<PAGE>   47

                           to the conditions precedent hereinafter set forth,
                           the Agent has issued, and the Lenders hereby confirm
                           the authority of the Agent to issue, to the Trustee
                           at the request of MCC-Batavia, the MCC-Batavia
                           Alternate Letter of Credit in the MCC-Batavia
                           Alternate Letter of Credit Amount. The Interest
                           Portion of the MCC-Batavia Alternate Letter of Credit
                           Amount has been established on the basis of one
                           hundred ten (110) days' interest on the MCC-Batavia
                           Bonds, at an assumed maximum interest rate of 10% per
                           annum. The MCC-Batavia Alternate Letter of Credit
                           shall expire at 5:00 p.m. on June 1, 2003. The
                           MCC-Batavia Alternate Letter of Credit is subject to
                           prior automatic termination as provided therein. The
                           payment of all drawings honored under the MCC-Batavia
                           Alternate Letter of Credit will be made with the
                           Agent's own funds. Draws under the MCC-Batavia
                           Alternate Letter of Credit are not available to pay
                           any amounts due under any other Letter of Credit.

                  2.10.5   REIMBURSEMENT AND OTHER PAYMENTS. The Company hereby
                           agrees to pay or cause to be paid to the Agent:

                           2.10.5.1 a sum equal to each amount drawn under the
                                    Letters of Credit by an Interest Draft, on
                                    the same Business Day that such amount is so
                                    drawn after such draw is honored by the
                                    Agent;

                           2.10.5.2 a sum equal to each amount drawn against the
                                    Interest Portion of the Letter of Credit
                                    Amounts by a Tender Draft (a) in the case of
                                    any such amount drawn on an Interest Payment
                                    Date (as defined in the Indenture) of the
                                    Bonds being purchased with the proceeds of
                                    such Tender Draft, the same Business Day
                                    that such amount is so drawn after such draw
                                    is honored by the Agent, and (b) in all
                                    other cases, on the first to occur of (i)
                                    the first Business Day of the first calendar
                                    month following the calendar month in which
                                    such amount is so drawn, (ii) the date on
                                    which the Bonds purchased with the proceeds
                                    of such Tender Draft are remarketed by the
                                    Remarketing Agent and the proceeds thereof
                                    delivered to the Trustee, (iii) the date on
                                    which the Bonds purchased with the proceeds
                                    of such Tender Draft are redeemed or
                                    otherwise paid in full, or (iv) the date the
                                    Liquidity Period terminates;

                           2.10.5.3 a sum equal to each amount drawn against the
                                    Principal Portion of the Letter of Credit
                                    Amounts by a Tender Draft (for the purpose
                                    of this subparagraph 2.10.5.3 the "Principal
                                    Draft Amount") payable as follows:

                                    a.       Subject to the terms set forth in
                                             this Section 2.10.5, the Agent will
                                             hold Unremarketed Tendered Bonds
                                             for up to four hundred fifty-eight
                                             (458) days. During the period, if
                                             any, that Unremarketed Tendered
                                             Bonds are held by the Agent, the
                                             Company will continue to make all
                                             Sinking


                                      -34-
<PAGE>   48

                                             Fund Account payments and principal
                                             and interest payments on such
                                             Bonds. Upon payment in full of all
                                             sums due the Agent in connection
                                             with any Tender Draft, the Agent
                                             will deliver any Bonds held by the
                                             Agent, or its agent, in connection
                                             with such Tender Draft to such
                                             person or persons as the Trustee or
                                             Company may direct. In the event
                                             that there shall be a Tender Draft
                                             on or after four hundred
                                             fifty-eight (458) days after the
                                             first Tender Draft, the Company
                                             will pay to the Agent on each day
                                             after any payment is made under any
                                             of the Letters of Credit pursuant
                                             to any Tender Draft an amount equal
                                             to such amount so paid under the
                                             Letters of Credit. On the first to
                                             occur of (i) the termination of a
                                             Letter of Credit in accordance with
                                             its terms, or (ii) four hundred
                                             fifty-eight (458) days after any
                                             Bond subject to a Tender Draft has
                                             been delivered to the Agent and has
                                             not been remarketed, the Company
                                             will pay to the Agent an amount
                                             equal to the principal amount of
                                             and interest on all Bonds subject
                                             to such Tender Draft;

                                    b.       anything contained in subparagraph
                                             2.10.5.3(a), above notwithstanding,
                                             the Principal Draft Amount shall be
                                             immediately due and payable from
                                             time to time on the first to occur
                                             of (i) the date on which the Bonds
                                             purchased with the proceeds of such
                                             Tender Draft are remarketed by the
                                             Remarketing Agent and the proceeds
                                             thereof are delivered to the
                                             Trustee, (ii) the date on which the
                                             Bonds purchased with the proceeds
                                             of such Tender Draft are redeemed
                                             or otherwise paid in full, or (iii)
                                             the date the Liquidity Period
                                             terminates; and

                           2.10.5.4 a sum equal to each amount drawn under the
                                    Letters of Credit by a Redemption Draft, on
                                    the same Business Day that such amount is so
                                    drawn after such draw is honored by the
                                    Agent.

         All sums payable to the Agent under this Section 2.10.5 shall bear
interest, from the date the corresponding amount is drawn against and paid by
the Agent under the Letters of Credit until such sums are paid in full (it being
understood and agreed that any sum paid after 3:00 p.m. on a Business Day shall
bear interest as if it was paid at 9:00 a.m. on the next following Business
Day), at a fluctuating rate per annum (computed for the actual number of days
elapsed, based on a three hundred sixty (360) day year) equal to the Bank
Interest Rate; provided that if any sum or interest thereon payable to the Agent
under this Section 2.10.5 is not paid on the date such sum or interest is due
and payable to the Agent under this Agreement, or if any other Event of Default
as defined herein has occurred and is continuing, then all such sums shall
thereafter bear interest at a fluctuating rate per annum (computed for the
actual number of days elapsed, based on a three hundred sixty (360) day year, as
the case may be) equal to the Default Rate until such sum or interest and all
other amounts due and payable under this Fourth Restated Credit Agreement have


                                      -35-
<PAGE>   49

been paid in full. Interest payable under this Section 2.10.5 shall be reduced
by amounts paid to the Agent as the holder of Bonds pledged to it hereunder.

         Interest accruing on sums payable to the Agent pursuant to this Section
2.10.5 shall be due and payable on the first Business Day of each calendar month
after the date the corresponding amount is drawn under the Letter of Credit and
on the date the respective sum is paid. All payments under this Section 2.10.5
shall be applied first to the payment of interest due and payable under this
Section 2.10.5 and then to the reduction of the principal balance of sums due
and payable under this Section 2.10.5.

                  2.10.6   TRANSFER; REDUCTION; REINSTATEMENT.

                           2.10.6.1 TRANSFER; FEE. The Letters of Credit may be
                                    transferred in accordance with the
                                    provisions set forth in the applicable
                                    Letter of Credit. The Company will pay to
                                    the Agent upon each transfer of a Letter of
                                    Credit in accordance with its terms the
                                    greater of $1,000 plus all out-of-pocket
                                    expenses or such other amount which is at
                                    the time of transfer the charge that the
                                    Agent is making for transfers of similar
                                    letters of credit.

                           2.10.6.2 REDUCTION. The Letter of Credit Amounts and
                                    the respective Principal Portion and
                                    Interest Portion of the Letters of Credit
                                    shall be automatically reduced as specified
                                    in the applicable Letter of Credit. With
                                    respect to any reductions of the Letter of
                                    Credit Amounts pursuant to the terms of the
                                    Letters of Credit as a result of Bonds
                                    ceasing to be Outstanding, the Agent shall
                                    have the right, at its option, to require
                                    the Trustee to promptly surrender the
                                    respective outstanding Letter of Credit to
                                    the Agent and to accept in substitution
                                    therefor a substitute letter of credit in
                                    the form required by such Letter of Credit,
                                    dated the date of such substitution, for an
                                    amount equal to the Letter of Credit Amount
                                    as so reduced, but otherwise having terms
                                    identical to the then outstanding Boone
                                    Alternate Letter of Credit, Scottsburg
                                    Alternate Letter of Credit, 1997 Scottsburg
                                    Letter of Credit or MCC-Batavia Alternate
                                    Letter of Credit, as the case may be.

                           2.10.6.3 REINSTATEMENT. In the event of a drawing
                                    under any Letter of Credit with an Interest
                                    Draft, the Interest Portion of the Letter of
                                    Credit Amount shall, as provided in the
                                    applicable Letter of Credit and subject to
                                    the conditions therein set forth, be
                                    automatically reinstated by an amount equal
                                    to the amount of such drawing. In the event
                                    of a drawing under a Letter of Credit with a
                                    Tender Draft, the Principal Portion and
                                    Interest Portion of the Letter of Credit
                                    Amount shall, as provided in the applicable
                                    Letter of Credit, be reinstated with respect
                                    to such drawing when and to the extent that
                                    the Agent has received reimbursement for
                                    such drawing in immediately available funds
                                    (or the Trustee has



                                      -36-
<PAGE>   50

                                    received immediately available funds which,
                                    pursuant to the Indenture, the Trustee will
                                    immediately remit to the Agent as
                                    reimbursement for such drawing).

                           2.10.6.4 CONFLICTS. In the event of any conflict
                                    between any Letter of Credit and this
                                    Section 2.10.6, the terms of such Letter of
                                    Credit will take precedence and be
                                    controlling.

                  2.10.7   OBLIGATIONS ABSOLUTE. The obligations of the Company
                           under this Fourth Restated Credit Agreement shall be
                           absolute, unconditional and irrevocable, and shall be
                           performed strictly in accordance with the terms of
                           this Agreement, under all circumstances whatsoever,
                           including without limitation the following
                           circumstances: (i) any lack of validity or
                           enforceability of the Letters of Credit, the Bond
                           Documents, the Loan Documents or any other agreement
                           or document relating thereto; (ii) any amendment or
                           waiver of or any consent to or departure from the
                           Letters of Credit, the Bond Documents, or any
                           document relating thereto; (iii) the existence of any
                           claim, set off, defense or other right which the
                           Company may have at any time against the Trustee (or
                           any persons or entities for whom the Trustee may be
                           acting), the Remarketing Agent, the Agent, the
                           Lenders or any other person or entity, whether in
                           connection with this Agreement, the transactions
                           described herein or any unrelated transaction; or
                           (iv) any of the circumstances contemplated in clauses
                           (i) through (vii), inclusive, of Section 2.10.9 of
                           this Fourth Restated Credit Agreement. The Company
                           understands and agrees that no payment by it under
                           any other agreement (whether voluntary or otherwise)
                           shall constitute a defense to its obligations
                           hereunder, except to the extent that the Agent has
                           been indefeasibly paid in full.

                  2.10.8   INDEMNIFICATION. To the extent permitted by
                           applicable law, the Company hereby indemnifies and
                           holds harmless the Agent (and its directors,
                           officers, employees and agents) from and against any
                           and all claims, damages, loss, liabilities, costs or
                           expenses (including reasonable attorneys' fees for
                           counsel of the Agent's choice) whatsoever which the
                           Agent may incur (or which may be claimed against the
                           Agent by any person or entity whatsoever) by reason
                           of or in connection with (A) the issuance or transfer
                           of, or payment or failure to pay under, the Letters
                           of Credit, (B) any breach by the Company of any
                           representation, warranty, covenant, term or condition
                           in, or the occurrence of any default under, this
                           Fourth Restated Credit Agreement or the Bond
                           Documents, including all reasonable fees or expenses
                           resulting from the settlement or defense of any
                           claims or liabilities arising as a result of any such
                           breach or default, and (C) involvement of the Agent
                           in legal suit, investigation, proceeding, inquiry or
                           action as a consequence, direct or indirect, of the
                           Agent's issuance of the Letters of Credit, its
                           entering into this Fourth Restated Credit Agreement
                           or any other event or transaction contemplated by any
                           of the foregoing; provided the Company shall not be
                           required to indemnify



                                      -37-
<PAGE>   51

                           the Agent for any claims, damages, losses,
                           liabilities, costs or expenses to the extent, but
                           only to the extent, caused by (i) the willful
                           misconduct or gross negligence of the Agent or (ii)
                           the Agent's failure to pay under the Letters of
                           Credit after the presentation to it by the Trustee of
                           a draft and certificate strictly complying with the
                           terms and conditions of the Letters of Credit, unless
                           the Agent in good faith believes that it is
                           prohibited by law from making such payment. Nothing
                           in this Section is intended to limit the Company's
                           reimbursement obligations contained in Section 2.10.5
                           of this Fourth Restated Credit Agreement. The
                           obligations of the Company under this Section shall
                           survive the termination of this Fourth Restated
                           Credit Agreement.

                  2.10.9   LIABILITY OF AGENT. As between the Company and the
                           Agent, the Company assumes all risks of the acts or
                           omissions of the Trustee with respect to the
                           Trustee's use of the Letters of Credit. Neither the
                           Agent nor any of its officers or directors shall be
                           liable or responsible for: (i) the use which may be
                           made of the Letters of Credit or for any acts or
                           omissions of the Trustee in connection therewith;
                           (ii) the form, validity, sufficiency, accuracy or
                           genuineness of any documents (including without
                           limitation any documents presented under the Letters
                           of Credit), or of any statement therein or
                           endorsement thereon, even if such documents,
                           statements or endorsements should in fact prove to be
                           in any or all respects invalid, insufficient,
                           fraudulent, forged, inaccurate or untrue; (iii) the
                           payment by the Agent against presentation of
                           documents which do not comply with the terms of the
                           Letters of Credit, including failure of any documents
                           to bear any reference to or adequate reference to the
                           Letters of Credit, or any other failure by the
                           Trustee to comply fully with conditions required in
                           order to effect a drawing under the Letters of
                           Credit; (iv) the validity or sufficiency of any
                           instrument transferring or assigning or purporting to
                           transfer or assign any of the Letters of Credit or
                           the rights or benefit thereunder or proceeds thereof,
                           in whole or in part, which may prove to be invalid or
                           ineffective for any reason; (v) errors, omissions,
                           interruptions, losses or delays in transmission or
                           delivery of any message by mail, cable, telegraph,
                           telex, telephone or otherwise; (vi) any loss or delay
                           in the transmission or otherwise of any document or
                           draft required in order to make a drawing under the
                           Letters of Credit; or (vii) any other circumstances
                           whatsoever in making or failing to make payment under
                           any of the Letters of Credit; except only that the
                           Company shall have a claim against the Agent, and the
                           Agent shall be liable to the Company, to the extent,
                           but only to the extent, of any direct, as opposed to
                           consequential, damages suffered by the Company which
                           the Company proves were caused by (A) the Agent's
                           willful misconduct or gross negligence or (B) the
                           Agent's failure to pay under any of the Letters of
                           Credit after the presentation to it by the Trustee of
                           a draft and certificate strictly complying with the
                           terms and conditions of any of the Letters or Credit,
                           unless the Agent in good faith believes that it is
                           prohibited by law from making such payment. In
                           furtherance and not in limitation of the



                                      -38-
<PAGE>   52

                           foregoing, the Agent may accept documents that appear
                           on their face to be in order, without responsibility
                           for further investigation, regardless of any notice
                           or information to the contrary; provided that if the
                           Agent shall receive written notification from both
                           the Trustee and the Company that documents conforming
                           to the terms of the Letters of Credit to be presented
                           to the Agent are not to be honored, the Agent agrees
                           that it will not honor such documents.

         Except for the Agent's obligations under the Letters of Credit, the
Agent shall have no liability to the Company or any other person as a result of
any reduction of the credit rating of the Agent or any deterioration in the
Agent's financial condition. No reduction of the credit rating shall reduce or
in any way diminish the obligations of the Company to the Agent under this
Fourth Restated Credit Agreement, including without limitation the Company's
obligation to pay Letter of Credit Fees to the Agent and to reimburse the Agent
for any drawing under the Letters of Credit.

         2.11     STANDBY LETTER OF CREDIT FACILITY.

                  2.11.1   STANDBY LETTER OF CREDIT COMMITMENT. The Agent agrees
                           to issue and renew, and the other Lenders hereby
                           authorize the Agent to issue and renew, subject to
                           the terms and conditions set forth in this Section
                           2.11, Standby Letters of Credit for the account of
                           the Company from time to time on any Business Day
                           from the Closing Date until thirty (30) days before
                           the Termination Date; PROVIDED that (a) at the time
                           of, and after giving effect to, any such requested
                           Standby Letter of Credit, all Revolving Conditions
                           are satisfied; (b) the requested amount of such
                           Standby Letter of Credit after taking into account,
                           and aggregating therewith, the face amount of all
                           other Standby Letters of Credit theretofore issued,
                           does not exceed the Standby Letter of Credit
                           Commitment; (c) the term of such Standby Letter of
                           Credit does not exceed one year; and (d) the
                           requested Standby Letter of Credit satisfies the
                           requirements of Section 2.11.2, below. Each Lender's
                           Revolving Commitment shall be deemed utilized by an
                           amount equal to such Lender's Ratable Portion (based
                           on such Lender's Revolving Commitment) of the maximum
                           amount available to be drawn under each Standby
                           Letter of Credit (assuming compliance with all
                           conditions to drawing the maximum amount available
                           under such Standby Letter of Credit). Immediately
                           upon the issuance of each Standby Letter of Credit,
                           the Agent shall be deemed to have sold and
                           transferred to each Lender, and each Lender shall be
                           deemed to have purchased and received from the Agent,
                           in each case irrevocably and without any further
                           action by any party, an undivided interest and
                           participation in such Standby Letter of Credit, each
                           drawing thereunder and the Obligations of the Company
                           under this Credit Agreement related to such Standby
                           Letter of Credit in an amount equal to the Ratable
                           Portion of such Lender therein (based on such
                           Lender's Revolving Commitment), to the end that all
                           of the Lenders shall share the obligations and risks
                           as to Standby Letters of Credit in



                                      -39-
<PAGE>   53

                           accordance with their respective Ratable Portions
                           (based on their Revolving Commitments). Each Lender
                           irrevocably agrees to pay to the Agent upon demand at
                           any time that Agent is required to make a Standby
                           Letter of Credit Disbursement (prior to the making of
                           a Revolving Loan in refunding of any Letter of Credit
                           Obligations) the amount of such Lender's
                           participation in such Standby Letter of Credit
                           Obligation.

                  2.11.2   TERMS OF STANDBY LETTERS OF CREDIT. All Standby
                           Letters of Credit shall be issued on the Agent's
                           standard forms therefor (or in such other form as the
                           Agent and the Authorized Employee may agree) for the
                           account of the Company and shall be, unless otherwise
                           agreed by the Agent in its discretion, determined in
                           Dollars. Unless all the Lenders otherwise agree, no
                           Standby Letter of Credit shall be issued or renewed
                           unless its expiration date shall be no later than the
                           earlier of (a) one year after the date of issuance or
                           renewal thereof or (b) thirty (30) days prior to the
                           Termination Date. The Standby Letters of Credit shall
                           be governed by the terms of this Credit Agreement and
                           of the Letter of Credit Documents.

                  2.11.3   PROCEDURE FOR STANDBY LETTERS OF CREDIT. An
                           Authorized Employee shall give the Agent written
                           notice (or telephone advice thereof promptly
                           confirmed in writing but in no event later than 5:00
                           p.m. (Cincinnati time) on the day on which such
                           telephonic notice is given) at least two (2) Business
                           Days prior to the date on which a Standby Letter of
                           Credit is requested to be issued of its request for a
                           Standby Letter of Credit. Such notice shall be
                           accompanied by all Letter of Credit Documents
                           required by the Agent, duly executed, and shall
                           specify: (a) the name and address of the beneficiary
                           of the Standby Letter of Credit, (b) the amount of
                           the Standby Letter of Credit, such supporting
                           information regarding the related contract, payments
                           and similar matters as the Agent may require, (c)
                           whether the Standby Letter of Credit is revocable or
                           irrevocable, (d) the Business Day on which the
                           Standby Letter of Credit is to be issued and the date
                           on which the Standby Letter of Credit is to expire,
                           (e) the terms of payment of any draft or drafts which
                           may be drawn under the Standby Letter of Credit, and
                           (f) any other terms or provisions the Company desires
                           to be contained in the Standby Letter of Credit. In
                           the event of any conflict between the provisions of
                           this Credit Agreement and the provisions of any
                           applicable Letter of Credit Documents, the provisions
                           of this Credit Agreement shall prevail and control
                           unless otherwise expressly provided in the Letter of
                           Credit Documents. If the requested form of such
                           Standby Letter of Credit is acceptable to the Agent
                           in its sole discretion, the Agent will, subject to
                           the terms and conditions of this Credit Agreement,
                           make such Standby Letter of Credit available to the
                           Company at the Agent's office.

                  2.11.4   DRAWING AND REIMBURSEMENT. The payment by the Agent
                           of a draft drawn under any Standby Letter of Credit
                           shall constitute for all purposes of this Agreement
                           the making by the Agent of a Revolving Credit Loan,


                                      -40-
<PAGE>   54

                           which shall be a Base Rate Advance, in the amount of
                           such draft (but without any requirement for
                           compliance with the provisions of Sections 2.1 or 7
                           hereof). On the first Business Day following a
                           drawing under a Standby Letter of Credit, the Agent
                           shall promptly notify each other Lender. Upon receipt
                           of such notice each such Lender shall immediately
                           (but in any event not later than the first Business
                           Day following such notification) make a Revolving
                           Loan, which shall be a Base Rate Advance, in an
                           amount equal to the amount of its participation in
                           such drawing for application to reimburse the Agent
                           (but without any requirement for compliance with the
                           provisions of Sections 2.1 or 7 hereof; provided that
                           the making of such -------- Revolving Loan shall not
                           constitute a waiver of any such provision).
                           Notwithstanding the foregoing sentence, no Lender
                           shall be required to make such Revolving Loan if the
                           Company is not obligated to pay the applicable
                           Standby Letter of Credit Disbursements due to the
                           Agent's gross negligence or willful misconduct, and
                           each Lender shall make available for the account of
                           its Applicable Lending Office to the Agent for the
                           account of the Agent, by deposit to the Agent's
                           Account, in same day funds, the amount of such
                           Revolving Loan. If and to the extent that any Lender
                           shall not have so made the amount of such Revolving
                           Loan available to the Agent, such Lender and the
                           Company severally agree to pay to the Agent forthwith
                           on demand such amount together with interest thereon,
                           for each day from the date of such notification by
                           the Agent (in the case of such Lender) or the dates
                           such drawing was paid by the Agent (in the case of
                           the Company) until the date such amount is paid to
                           the Agent, at (i) in the case of the Company, the
                           Default Rate and (ii) in the case of such Lender, two
                           percent (2%) in excess of the Federal Funds Rate. If
                           such Lender shall pay to the Agent such amount, such
                           amount so paid shall constitute such Lender's Advance
                           for purposes of this Agreement.

                  2.11.5   REIMBURSEMENT OBLIGATION OF COMPANY FOR STANDBY
                           LETTER OF CREDIT DISBURSEMENTS. The Company hereby
                           promises to pay to the order of the Agent in Dollars
                           the following (each a "Standby Letter of Credit
                           Disbursement and which are herein called collectively
                           the "Standby Letter of Credit Disbursements")
                           immediately upon or before notification by the Agent
                           to the Authorized Employee of the amount of a Standby
                           Letter of Credit Disbursement:

                           a.       the amount which the Agent has paid or will
                                    be required to pay in respect of any Standby
                                    Letter of Credit;

                           b.       any and all reasonable charges and expenses
                                    (including, without limitation, reasonable
                                    attorneys' fees and expenses) which the
                                    Agent may pay or incur relative to any
                                    Standby Letter of Credit and/or drafts
                                    related thereto, or the prosecution or
                                    defense of any action growing out of, or in
                                    connection with, any Standby Letter of
                                    Credit, including, without limitation, any
                                    and all costs and expenses in connection
                                    with



                                      -41-
<PAGE>   55

                                    the defense of any and all actions to enjoin
                                    full or partial payment of any draft drawn
                                    or purported to be drawn under the Standby
                                    Letter of Credit; and

                           c.       interest on the amounts described in (a) and
                                    (b), above, not paid by the Company as and
                                    when due and payable under the provisions of
                                    (a) and (b), above, from the day paid or
                                    incurred by the Agent until reimbursed in
                                    full at the Default Rate in effect from time
                                    to time.

                  2.11.6   COMPANY'S OBLIGATIONS ABSOLUTE.

                           a.       The Company's obligations to pay Standby
                                    Letter of Credit Disbursements to the Agent
                                    shall be absolute, unconditional and
                                    irrevocable under any and all circumstances
                                    and irrespective of:

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

                                    (ii)     the existence of any claim, setoff,
                                             defense or other right which the
                                             Company or any other Person may at
                                             any time have against the
                                             beneficiary of any Standby Letter
                                             of Credit or the Agent (other than
                                             the defense of payment in
                                             accordance with the terms of this
                                             Credit Agreement or a defense based
                                             on the gross negligence or willful
                                             misconduct of the Agent), each
                                             other, or any other Person in
                                             connection with this Credit
                                             Agreement or any other agreement or
                                             transaction;

                                    (iii)    any draft or other document
                                             presented under a Standby Letter of
                                             Credit proving to be forged,
                                             fraudulent, invalid or insufficient
                                             in any respect or any statement
                                             therein being untrue or inaccurate
                                             in any respect; PROVIDED that
                                             payment by the Agent under such
                                             Standby Letter of Credit against
                                             presentation of such draft or
                                             document shall not have constituted
                                             gross negligence or willful
                                             misconduct;

                                    (iv)     payment by the Agent under a
                                             Standby Letter of Credit against
                                             presentation of a draft or other
                                             document which does not comply with
                                             the terms of such Standby Letter of
                                             Credit; PROVIDED that such payment
                                             shall not have constituted gross
                                             negligence or willful misconduct;
                                             and

                                    (v)      any other circumstance or event
                                             whatsoever, whether or not similar
                                             to any of the foregoing; PROVIDED
                                             that such other circumstance or
                                             event shall not have been the
                                             result of gross negligence or
                                             willful misconduct of the Agent.

                           b.       It is understood that in making any payment
                                    under a Standby Letter of Credit (x) the
                                    Agent's exclusive reliance on the documents
                                    presented



                                      -42-
<PAGE>   56

                                    to it under such Standby Letter of Credit as
                                    to any and all matters set forth therein,
                                    including, without limitation, reliance on
                                    the amount of any draft presented under such
                                    Standby Letter of Credit, whether or not the
                                    amount due to the beneficiary equals the
                                    amount of such draft and whether or not any
                                    document presented pursuant to such Standby
                                    Letter of Credit proves to be insufficient
                                    in any respect, if such document on its face
                                    appears to be in order, and whether or not
                                    any other statement or any other document
                                    presented pursuant to such Standby Letter of
                                    Credit proves to be forged or invalid or any
                                    statement therein proves to be inaccurate or
                                    untrue in any respect whatsoever and (y) any
                                    noncompliance in any immaterial respect of
                                    the documents presented under a Standby
                                    Letter of Credit with the terms thereof
                                    shall, in each case, not be deemed willful
                                    misconduct or gross negligence of the Agent.

                           c.       The Agent may accept or honor as complying
                                    with any Standby Letter of Credit any draft
                                    or other document otherwise in order which
                                    has been signed or issued by or to the
                                    administrator, executor or trustee in
                                    bankruptcy of or any receiver for any of the
                                    property of any party designated in any of
                                    the Standby Letters of Credit or in any of
                                    Company's instructions, in the place of the
                                    name, signature or act of such party.

                  2.11.7   COLLATERAL IN THE EVENT OF DEFAULT. If the Credit
                           Facilities terminate or expire for any reason or the
                           Agent accelerates the entire principal and interest
                           and all other amounts due from the Company pursuant
                           to this Credit Agreement as a result of any Event of
                           Default, then the Company shall, on demand of the
                           Agent, deposit with the Agent in cash, for deposit in
                           the Cash Collateral Account, an amount equal to the
                           Standby Letter of Credit Obligations as of such date.
                           The Agent shall have no obligation to make any of
                           such funds available to the Company pursuant to
                           Section 3.2, below. The Agent may also deposit to the
                           Cash Collateral Account any payments received by it
                           from the collection of the Obligations and the sale
                           or other disposition of the Collateral which the
                           Agent, in its discretion, designates as being held
                           against Standby Letter of Credit Obligations and
                           other Obligations related thereto.

                  2.11.8   LIABILITY AND INDEMNIFICATION OF THE AGENT.

                           a.       Any action taken or omitted by the Agent,
                                    any Affiliate of the Agent, or any branch or
                                    correspondent bank or confirming bank, under
                                    or in connection with the Standby Letters of
                                    Credit or drafts or documents relating
                                    thereto, if taken or omitted without gross
                                    negligence or willful misconduct, will be
                                    binding upon the Company and will not result
                                    in the Agent, any Affiliate, any branch or
                                    any correspondent or confirming bank being
                                    under any liability to the Company. The
                                    Agent, any Affiliate, branch, correspondent
                                    bank or confirming bank



                                      -43-
<PAGE>   57

                                    or any of their officers, directors or
                                    employees will not be liable or responsible
                                    for: (a) the use which may be made of the
                                    Standby Letters of Credit or for any acts or
                                    omissions of any beneficiaries or any
                                    transferees in connection therewith; (b) the
                                    validity, sufficiency or genuineness of
                                    documents, or of any endorsement(s) thereon,
                                    even if such documents should in fact prove
                                    to be in any or all respects invalid,
                                    insufficient, fraudulent or forged; (c) if
                                    through the actions of shippers or any other
                                    party, any documents fail to reach their
                                    destination in due time; (d) the kind,
                                    quality, quantity, delivery or existence of
                                    property represented by any documents; (e)
                                    the sufficiency, coverage or validity of any
                                    insurance, the financial standing or
                                    responsibility of any insurer, or any other
                                    risk associated with insurance on any
                                    property; (f) delay in giving or the failure
                                    to give notice of arrival or any other
                                    notice; (g) failure of any draft to bear any
                                    reference or adequate reference to any of
                                    the Standby Letters of Credit; (h) any delay
                                    or deviation from instructions in regard to
                                    shipment or payment; (i) any variation
                                    between invoices and insurance documents or
                                    between invoices and bills of lading,
                                    warehouse receipts or other documents; (j)
                                    any negligence or fraud of any shipper,
                                    inspector, forwarding agent or other party;
                                    (k) errors, omissions, interruptions or
                                    delays in transmission or delivery of any
                                    messages or documents by mail, telex or
                                    other means; or (l) any other circumstances
                                    whatsoever in making or failing to make
                                    payment under any of the Standby Letters of
                                    Credit, except only damages which the
                                    Company proves were caused by the Agent, any
                                    Affiliate, branch, correspondent bank or
                                    confirming bank or any of their officers,
                                    directors or employees under either of the
                                    following circumstances in those cases the
                                    Company will have a claim only against the
                                    entity or its officers, directors or
                                    employees that actually committed the acts
                                    giving rise to such claim: (i) gross
                                    negligence or willful misconduct in
                                    determining whether a draft or other
                                    documents presented under any Standby Letter
                                    of Credit complies with the terms of the
                                    Standby Letter of Credit or (ii) the willful
                                    or grossly negligent failure to pay under a
                                    Standby Letter of Credit after the
                                    presentation to it by any beneficiary or
                                    transferee of a draft and documents strictly
                                    complying with the terms and conditions of
                                    the Standby Letter of Credit. In furtherance
                                    of and not in limitation of the foregoing,
                                    (a) the Agent, its Affiliates, branches,
                                    correspondent banks and confirming banks may
                                    accept documents that appear on their face
                                    to be in order, without responsibility for
                                    further investigation, regardless of any
                                    notice or information to the contrary and
                                    any action taken or omitted in good faith in
                                    connection with any of the Standby Letters
                                    of Credit or any documents or property
                                    related to any of the Standby Letters of
                                    Credit will be binding on the Company and
                                    will not result in any liability of the
                                    Agent, its Affiliates, branches,
                                    correspondent banks and confirming banks,
                                    and (b) the Agent and its Affiliates,
                                    branches,



                                      -44-
<PAGE>   58

                                    correspondent banks and confirming banks
                                    will not be liable for any failure or
                                    inability to perform in accordance with the
                                    terms of any of the Standby Letters of
                                    Credit by reason of any censorship, law,
                                    control or restriction rightfully or
                                    wrongfully exercised by any de facto or de
                                    jure government or group exercising or
                                    exerting governmental powers, or for any
                                    other act or omission for which banks are
                                    relieved of responsibility under applicable
                                    law and/or the Uniform Customs, as that term
                                    is defined below.

                           b.       The Company hereby agrees at all times to
                                    indemnify, defend and hold harmless the
                                    Agent and its Affiliates, branches,
                                    correspondent banks and confirming banks,
                                    all directors, officers, employees, agents
                                    and attorneys thereof, from and against any
                                    and all claims, suits and other legal
                                    proceedings, and from and against any and
                                    all demands, liabilities, judgments, losses,
                                    claims, liabilities, damages, reasonable
                                    attorney fees and expenses, court costs,
                                    interest and penalties, costs and other
                                    expenses which the Agent or any such
                                    indemnified party jointly or severally may,
                                    at any time, sustain or incur by reason of
                                    or in consequence of or arising out of this
                                    Credit Agreement or any of the Standby
                                    Letters of Credit or the use (or the
                                    proposed or potential use) of the proceeds
                                    of any drawing under any of the Standby
                                    Letters of Credit, or any act hereunder or
                                    thereunder, including but not limited to any
                                    of the foregoing arising out of any legal
                                    proceeding seeking to enjoin or require any
                                    payment under any of the Standby Letters of
                                    Credit; provided that the -------- Company
                                    is not required to indemnify the Agent,
                                    Affiliates, branches, correspondent banks or
                                    confirming banks for any claims, damages,
                                    losses, liabilities, costs or expenses to
                                    the extent, but only to the extent, caused
                                    by (a) the willful misconduct or gross
                                    negligence of such entity in determining
                                    whether a draft or other documents presented
                                    under any of the Standby Letters of Credit
                                    complied with the terms of the Standby
                                    Letter of Credit or (b) the willful or
                                    grossly negligent failure of such entity to
                                    pay under any of the Standby Letters of
                                    Credit after the presentation to it by the
                                    beneficiary or any transferee of a draft and
                                    documents strictly complying with the terms
                                    and conditions of any of the Standby Letters
                                    of Credit.

                  2.11.9   GENERAL PROVISIONS.

                           a.       Any Standby Letter of Credit may be amended,
                                    modified or revoked only upon the receipt by
                                    the Agent from the Company and the
                                    beneficiary (including any transferee(s)
                                    and/or assignee(s) of the original
                                    beneficiary), of a written consent and
                                    request therefor, and then only such terms
                                    and conditions as the Agent may prescribe.

                           b.       If any law, order of Court and/or ruling or
                                    regulation of any agency of government of
                                    the United States (or any state thereof)
                                    and/or any



                                      -45-
<PAGE>   59

                                    country other than the United States,
                                    requires or permits a beneficiary under a
                                    Standby Letter of Credit to require the
                                    Agent and/or its branches, affiliates and/or
                                    correspondents to pay drafts under or
                                    purporting to be under a Standby Letter of
                                    Credit after the expiration date of the
                                    Standby Letter of Credit, the Company
                                    immediately shall reimburse the Agent for
                                    any such payment (and such obligation will
                                    be deemed to be included within the meaning
                                    of the term "Standby Letter of Credit
                                    Disbursement(s)").

                           c.       Except as may otherwise be specifically
                                    provided in a Standby Letter of Credit or
                                    Standby Letter of Credit Document, the
                                    Standby Letters of Credit are issued and
                                    subject to the Uniform Customs and Practices
                                    for Documentary Credits published by the
                                    International Chamber of Commerce (the
                                    "Uniform Customs"), and the version of the
                                    Uniform Customs applicable to any particular
                                    Standby Letter of Credit shall be the most
                                    current revision in effect on the date of
                                    issuance of such Standby Letter of Credit.
                                    In the event of a conflict between the
                                    Uniform Customs and Practice for Documentary
                                    Credits and the Laws of the State of Ohio,
                                    the Laws of the State of Ohio shall prevail.

                           d.       The Company hereby irrevocably consents and
                                    agrees to, at its expense, being joined,
                                    impleaded or otherwise brought in as
                                    third-party defendants in any action or
                                    proceeding brought by any Person against the
                                    Agent or any of the Lenders or otherwise
                                    naming the Agent or any of the Lenders as a
                                    party as a result of, arising out of or in
                                    connection with, any Standby Letter of
                                    Credit and/or any of the provisions of any
                                    Standby Letter of Credit Document,
                                    including, but not limited to, any action
                                    brought by a beneficiary, their successors,
                                    assigns or transferees against the Agent or
                                    any of the Lenders as a result of any
                                    dishonor by the Agent or any of the Lenders
                                    of drafts under or purporting to be under a
                                    Standby Letter of Credit.

                           e.       Equivalent Dollar amounts, to the extent
                                    applicable, will be determined at the
                                    selling rate of exchange then offered by the
                                    Agent at the time of payment for cable
                                    transfers to the place of payment, plus any
                                    payments made by the Agent to comply with
                                    any applicable governmental exchange
                                    regulations.

                           f.       The Company will insure against the usual
                                    risks, as the Agent may reasonably require,
                                    all goods shipped under any of the Standby
                                    Letters of Credit, which insurance will be
                                    with companies and under policies meeting
                                    the requirements of Section 9.12 hereof and
                                    in all respects satisfactory to the Agent.
                                    On the demand of the Agent, the Company will
                                    deposit with the Agent policies or
                                    certificates of such insurance. The Company
                                    will sign and deliver to the Agent upon the
                                    request of the Agent trust receipts or
                                    similar instruments, financing statements or
                                    other documents reasonably requested by the
                                    Agent to perfect any



                                      -46-
<PAGE>   60

                                    liens or security interests granted by the
                                    Company to the Agent in connection with
                                    Standby Letters of Credit. The Company will
                                    promptly procure any necessary licenses for
                                    the importing, exporting or shipping of all
                                    property in connection with the Standby
                                    Letters of Credit, comply will all
                                    governmental laws and regulations affecting
                                    the shipment or financing of such property
                                    and furnish to the Agent such documents as
                                    the Agent may reasonably require.

         2.12     ASSUMPTIONS REGARDING NOTICES.

                  2.12.1   AUTHORIZED EMPLOYEES. Any Authorized Employee of the
                           Company may submit a Notice on behalf of the Company
                           as to any of the Credit Facilities. The Agent and
                           each Lender shall be entitled to rely conclusively on
                           each Authorized Employee's authority to submit a
                           Notice on behalf of the Company until the Agent
                           receives written notice from the Company to the
                           contrary. The Agent shall have no duty to verify the
                           authenticity of the signature appearing on any
                           written Notice and, with respect to an oral Notice,
                           the Agent shall have no duty to verify the identity
                           of any Person representing himself as one of the
                           Authorized Employees entitled to make such a request
                           on behalf of the Company.

                  2.12.2   NO LIABILITY. Neither the Agent nor any Lender shall
                           incur any liability to the Company in acting upon any
                           Notice which the Agent or such Lender believes in
                           good faith to have been given by an Authorized
                           Employee or for otherwise acting in good faith in
                           accordance with this Section 2 and, upon the Agent's
                           accepting any Notice in accordance with this Section
                           2 pursuant to any such Notice, the Company shall have
                           effectively elected the Borrowing, conversion,
                           continuation, prepayment, reduction or termination
                           thereunder.

                  2.12.3   NOTICE IRREVOCABLE. Any Notice (whether telephonic,
                           telecopy, or facsimile or otherwise) given or deemed
                           to have been given pursuant to this Section 2 shall
                           be irrevocable.

         2.13     COMPUTATIONS, FEES, PAYMENTS, ETC.

                  2.13.1   COMPUTATIONS. Except as otherwise set forth herein,
                           all computations of interest and of fees hereunder
                           will be made by the Agent on the basis of a year of
                           three hundred sixty (360) days, in each case for the
                           actual number of days (including the first day but
                           excluding the last day) occurring in the period for
                           which such interest or fees are payable. Each
                           determination by the Agent of an Interest Rate or fee
                           hereunder will be conclusive and binding for all
                           purposes, absent manifest error. Whenever any payment
                           to be made by the Company hereunder or under any of
                           the other Loan Documents is stated to be due on a day
                           other than a Business Day, such payment will be made
                           on the next succeeding Business Day, and such
                           extension of time will in such case be included in
                           the computation of



                                      -47-
<PAGE>   61

                           payment of interest or fees, as the case may be;
                           PROVIDED, HOWEVER, that if such extension would cause
                           payment of principal or interest on Eurodollar Rate
                           Advances to be made in the next following calendar
                           month, such payment shall be made on the next
                           preceding Business Day.

2.13.2                     FEES. The fees described in this Section 2.13.2
                           represent compensation for services rendered and to
                           be rendered separate and apart from the lending of
                           money or the provision of credit and do not
                           constitute compensation for the use, detention or
                           forbearance of money, and the obligation of the
                           Company to pay such fees will be in addition to and
                           not in lieu of the obligation of the Company to pay
                           interest, other fees and expenses otherwise described
                           herein or in the other Loan Documents. The following
                           fees shall be paid by the Company:

                           a.       AMENDMENT AND EXTENSION FEE. The Company
                                    shall pay to the Agent, for the account of
                                    the Lenders, on the Closing Date a
                                    non-refundable amendment and extension fee
                                    of $46,295.40 to be shared pro rata by the
                                    Lenders based on their Ratable Portion.

                           b.       COMMITMENT FEE. The Company shall pay to the
                                    Agent, for the account of the Lenders, a
                                    commitment fee (the "Commitment Fee") from
                                    and including the Closing Date to the
                                    Termination Date, computed at the rate per
                                    annum set forth below, on the average daily
                                    unused portion of the Revolving Commitment
                                    and the Non-Revolving Commitment, such
                                    Commitment Fee to be payable quarterly in
                                    arrears on the last Business Day of each
                                    June, September, December and March and upon
                                    the Termination Date and to be shared pro
                                    rata by the Lenders based on their Ratable
                                    Portion.

<TABLE>
<CAPTION>
                                    LEVERAGE RATIO                                  COMMITMENT FEE
                                    --------------                                  --------------
<S>                                 <C>                                                 <C>
                                    less than or equal to  2.0x                         0.125%
                                    greater than or equal to  2.0x less than 2.5x       0.125%
                                    greater than or equal to  2.5x less than 3.0x       0.150%
                                    greater than or equal to  3.0x less than 3.5x       0.200%
                                    greater than or equal to  3.5x                      0.250%
</TABLE>

                           The Commitment Fee will be adjusted as of the first
                           day of the month following delivery of the quarterly
                           financial statements required hereunder based upon
                           the Leverage Ratio determined by the Agent pursuant
                           to those financial statements; PROVIDED that if the
                           Company fails to deliver such financial statements as
                           and when required by this Fourth Restated Credit
                           Agreement the Commitment Fee will



                                      -48-
<PAGE>   62

                           automatically be increased to the highest rate
                           permitted hereunder. As of the Closing Date, the
                           initial Commitment Fee will be 0.200%.

                  c.       AGENT CLOSING EXPENSES. All reasonable out-of-pocket
                           expenses and reasonable legal expenses incurred by
                           the Agent in connection with the preparation,
                           negotiation, execution and delivery of this Fourth
                           Restated Credit Agreement and the other Loan
                           Documents and attendant documents and the closing of
                           the Credit Facilities shall be paid by the Company to
                           the Agent for the account of the Agent on the Closing
                           Date.

                  d.       AGENCY FEE. The Company shall pay to the Agent for
                           its own account a nonrefundable agency fee (the
                           "Agency Fee") as and when set forth in the letter
                           agreement dated June 2, 2000 between the Company and
                           the Agent.

                  e.       LETTER OF CREDIT AND STANDBY LETTER OF CREDIT FEES.
                           The Company will pay to the Agent a fee computed at a
                           rate per annum equal to the following percentages of
                           the aggregate Letter of Credit Amounts and, in the
                           case of Standby Letters of Credit, the aggregate
                           Standby Letter of Credit stated amounts (the "Letter
                           of Credit Fees"), which fees will be deemed
                           non-refundable on the first day of such quarter and
                           will be computed and payable in advance beginning on
                           the date of issuance and on the last Business Day of
                           each June, September, December and March thereafter:

<TABLE>
<CAPTION>
                                                                                      LETTER OF
                                    LEVERAGE RATIO                                   CREDIT FEES
                                    --------------                                   -----------
<S>                                 <C>                                                 <C>
                                    greater than or equal to 2.0x                        1.00%
                                    greater than or equal to  2.0x less than 2.5x        1.00%
                                    greater than or equal to  2.5x less than 3.0x        1.25%
                                    greater than or equal to  3.0x less than 3.5x        1.50%
                                    greater than or equal to  3.5                        1.75%
</TABLE>

                           The Agent will pay to each Lender, promptly and upon
                           receipt from the Company, an amount equal to such
                           Lender's Ratable Portion of the Letter of Credit
                           Fees. The applicable Letter of Credit Fee will be
                           adjusted as of the first day of the quarter following
                           delivery of the quarterly financial statements
                           required hereunder based upon the Leverage Ratio
                           determined by the Agent pursuant to those financial
                           statements; provided that if the Company fails to
                           deliver such financial statements as and when
                           required by this Fourth Restated Credit Agreement the
                           applicable Letter of Credit Fee will automatically be


                                      -49-
<PAGE>   63

                           increased to the highest rate permitted hereunder. As
                           of the Closing Date, the initial Letter of Credit
                           Fees will be 1.50%.

                  f.       ARRANGEMENT FEE. The Company shall pay to the Lead
                           Arranger for its own account a nonrefundable
                           arrangement fee as and when set forth in the letter
                           agreement dated June 2, 2000 between the Company and
                           the Agent.

                  g.       LOCK BOX FEES. The Company shall pay to the Agent,
                           for its own account, on demand, the Agent's fees and
                           charges for the services described in Section 3
                           hereof at the customary rates of the Agent in effect
                           from time to time.

         2.13.3   PAYMENTS. The Company will make each payment hereunder and
                  under the Notes, as the case may be, not later than 3:00 p.m.
                  (Cincinnati time) on the day when due by deposit to the
                  Agent's Account in same day funds. Amounts received by the
                  Agent after 3:00 p.m. (Cincinnati time) on any Business Day
                  will be deemed to have been received on the next Business Day.
                  Subject to the foregoing, the Agent will cause to be
                  distributed to each Lender on the Business Day of receipt by
                  the Agent an amount equal to the amount of such payment then
                  due such Lender.

         2.13.4   CHARGE TO ACCOUNTS. If the Company fails to make any payment
                  of principal, interest, fees, expenses or other Obligations
                  specified or referred to in this Fourth Restated Credit
                  Agreement or the Loan Documents to the Agent or any Lender
                  when due, the Agent is hereby authorized to make such payments
                  on the Company's behalf by charging any or all of the Cash
                  Collateral Account, and/or the Sinking Fund Account and/or
                  drawing a Revolving Loan (which shall be a Base Rate Advance,
                  subject to application of the Default Rate), in the
                  appropriate amount and each such draw shall constitute a
                  Revolving Loan and a Borrowing hereunder and part of the
                  Obligations, secured by all of the Collateral; PROVIDED,
                  HOWEVER, that the Agent will not be obligated to make any such
                  charge or draw. The Agent may, in the Agent's discretion,
                  either (a) so charge the Cash Collateral Account for such
                  amount and/or draw an Advance or (b) require the Company to
                  pay such amount; PROVIDED that if the Company does not pay
                  such amount upon demand therefor by the Agent, such amount
                  shall bear interest at the Default Rate. The Company also does
                  hereby authorize each Lender, if and to the extent payment of
                  any of the Obligations owed to such Lender by the Company is
                  not made when due hereunder, to charge any amount so due from
                  time to time against any or all accounts of any or all of the
                  Company with such Lender.

         2.13.5   FAILURE TO MAKE PAYMENTS BY COMPANY. Unless the Agent will
                  have received notice from the Company prior to the date on
                  which any payment is due to the Agent hereunder that the
                  Company will not make such payment in full, the Agent may
                  assume that the Company has made such



                                      -50-
<PAGE>   64
                           payment in full to the Agent on such date and the
                           Agent may, in reliance upon such assumption, cause to
                           be distributed to each Lender on such due date an
                           amount equal to the amount then due such Lender. If
                           and to the extent the Company will not have so made
                           such payment in full to the Agent, each Lender will
                           repay to the Agent forthwith on demand such amount
                           distributed to such Lender together with interest
                           thereon, for each day from the date such amount is
                           distributed to such Lender until the date such Lender
                           repays such amount to the Agent, at the Federal Funds
                           Rate. If and to the extent the Company makes only
                           partial payment to the Agent, each Lender will repay
                           to the Agent, in accordance with this Section, only
                           the amount distributed to such Lender by the Agent,
                           with interest thereon, that exceeds the Lender's
                           Ratable Portion of the partial payment received by
                           the Agent from the Company.

         2.14     TAXES. Any and all payments by the Company hereunder or under
                  the Security Documents will be made free and clear of and
                  without deduction for any and all present or future taxes,
                  levies, imposts, deductions, charges or withholdings, and all
                  liabilities with respect thereto, other than any tax on or
                  measured by the net income of a Lender pursuant to the income
                  tax laws of the United States or any state or political
                  subdivisions thereof (all such non-excluded items being
                  hereinafter referred to as the "Taxes"). The Company agrees to
                  pay any present or future stamp, recording or documentary
                  taxes or similar levies which arise from any payment made
                  hereunder or under the Security Documents or from the
                  execution, delivery or registration of, or otherwise with
                  respect to, this Fourth Restated Credit Agreement or the
                  Security Documents (hereinafter referred to as the "Levies").
                  The Company will indemnify each Lender and the Agent for the
                  full amount of Taxes or Levies paid by such Lender or the
                  Agent (as the case may be) and any liability (including
                  penalties, interest, additions to tax and expenses) arising
                  therefrom or with respect thereto, whether or not such Taxes
                  or Levies were correctly or legally asserted. A certificate of
                  a Lender as to any additional amounts payable to any Lender
                  under this Section 2.14 submitted to the Company shall be
                  conclusive absent manifest error. The Company will pay to the
                  Agent for the account of such Lender the amount shown as due
                  on any such certificate within thirty (30) days after receipt
                  of the same. The agreements and obligations contained in this
                  Section 2.14 will survive the payment in full of the
                  Obligations and any termination of this Fourth Restated Credit
                  Agreement.

         2.15     ADDITIONAL COSTS.

                  2.15.1   TAXES, RESERVE REQUIREMENTS, ETC. In the event that
                           any applicable law, rule or regulation now or
                           hereafter in effect and whether or not presently
                           applicable to any of the Lenders, or any
                           interpretation or administration thereof by any
                           governmental authority charged with the
                           interpretation or administration thereof, or
                           compliance by the Lenders with any guideline, request
                           or directive of any such authority (whether or not
                           having the force of law), will (i) subject any Lender
                           to any tax or affect the basis of taxation of
                           payments to any of the Lenders of any amounts payable
                           by the



                                      -51-
<PAGE>   65

                           Company under this Fourth Restated Credit Agreement
                           (other than taxes imposed on the overall net income
                           of any of the Lenders, by the jurisdiction, or by any
                           political subdivision or taxing authority of any such
                           jurisdiction, in which any Lender has its principal
                           office), or (ii) will impose, modify or deem
                           applicable any reserve, special deposit or similar
                           requirement against assets of, deposits with or for
                           the account of, or credit extended by any of the
                           Lenders (including but not limited to a request or
                           requirement which affects the manner in which any of
                           the Lenders allocates capital resources to its
                           commitments or obligations, including without
                           limitation its obligations under this Fourth Restated
                           Credit Agreement, the Loans, Letters of Credit and
                           other obligations) or (iii) will impose any other
                           condition affecting this Fourth Restated Credit
                           Agreement, any of the Obligations or any of the Loan
                           Documents, and the result of any of the foregoing is
                           to increase the direct or indirect cost of making,
                           funding or maintaining the Loans, Letters of Credit
                           or other Obligations or to reduce the amount of any
                           sum received or receivable by any of the Lenders
                           thereon, then the Company will pay to such Lenders
                           from time to time, upon request by any of such
                           Lenders, with a copy of such request to be provided
                           to the Agent, additional amounts sufficient to
                           compensate such Lenders for such increased cost or
                           reduced sum receivable.

                  2.15.2   CAPITAL ADEQUACY. If either (i) the introduction of,
                           or any change in, or in the interpretation or
                           administration of, any United States or foreign law,
                           rule or regulation, or (ii) compliance with any
                           directive, guidelines or request from any central
                           bank or other governmental authority (whether or not
                           having the force of law) promulgated, made, or that
                           becomes effective (in whole or in part) after the
                           date hereof affects or would affect the amount of
                           capital required or expected to be maintained by any
                           of the Lenders or any corporation directly or
                           indirectly owning or controlling any of the Lenders
                           and any Lender will have determined that such
                           introduction, change or compliance has or would have
                           the effect of reducing the rate of return on such
                           Lender's capital or on the capital of such owning or
                           controlling corporation as a consequence of its
                           obligations hereunder or under any of the Loans,
                           Letters of Credit or other Obligations or any
                           commitment to lend thereunder or relating thereto to
                           a level below that which any Lender or such owning or
                           controlling corporation could have achieved but for
                           such introduction, change or compliance (after taking
                           into account such Lender's policies or the policies
                           of such owning or controlling corporation, as the
                           case may be, regarding capital adequacy) by an amount
                           deemed by such Lender (in its sole discretion) to be
                           material, then, from time to time, the Company will
                           pay to such Lender such additional amount or amounts
                           as will compensate such Lender for such reduction.

                  2.15.3   CERTIFICATE OF LENDER. A certificate of a Lender
                           setting forth such amount or amounts as will be
                           necessary to compensate the Lender as



                                      -52-
<PAGE>   66

                           specified in Sections 2.15.1 and/or 2.15.2, above,
                           will be delivered to the Company and will be
                           conclusive absent manifest error. The Company will
                           pay the Agent for the account of the Lenders the
                           amount shown as due on any such certificate within
                           thirty (30) days after its receipt of the same.
                           Failure on the part of any Lender to deliver any such
                           certificate will not constitute a waiver of such
                           Lender's rights to demand compensation for any
                           particular period or any future period. The
                           protection of this Section will be available to any
                           Lender regardless of any possible contention of
                           invalidity or inapplicability of the law, regulation,
                           etc. that results in the claim for compensation under
                           this Section. The agreements and obligations
                           contained in Section 2.15 will survive the payment in
                           full of the Obligations and any termination of this
                           Fourth Restated Credit Agreement.

         2.16     INABILITY TO DETERMINE RATE; INADEQUACY OF PRICING;
                  ILLEGALITY.

                  2.16.1   RATE INABILITY; PRICING INADEQUACY. In the event that
                           (a) the Agent or any Lender shall have determined
                           (which determination shall be conclusive and binding)
                           that by reason of circumstances affecting the
                           interbank eurodollar market, adequate and reasonable
                           means do not exist for ascertaining the Eurodollar
                           Rate, or (b) the Agent or any Lender shall have
                           determined that the Eurodollar Rate will not
                           adequately and fairly reflect the cost to the Agent
                           of maintaining or funding Eurodollar Rate Advances,
                           the Agent promptly shall give notice of such
                           determination and the basis therefor to the Company.
                           If such notice is given, and until such notice has
                           been withdrawn by the Agent, no additional Advances
                           which are Eurodollar Rate Advances shall be made and
                           no additional conversions to or continuations of
                           Eurodollar Rate Advances shall be permitted.

                  2.16.2   ILLEGALITY; TERMINATION OF COMMITMENTS.
                           Notwithstanding any other provisions herein, if any
                           law, treaty, rule or regulation, or determination of
                           a court, governmental authority, central bank or
                           comparable agency charged with the interpretation or
                           administration thereof (whether or not having the
                           force of law), or any change therein or in the
                           interpretation or application thereof, shall make it
                           unlawful or impossible for any Lender to make or
                           maintain Eurodollar Rate Advances, the obligation of
                           the Lenders hereunder to make or maintain Eurodollar
                           Rate Advances shall forthwith be canceled, and
                           outstanding Eurodollar Rate Advances shall be
                           converted to Base Rate Advances on either (a) the
                           last day of the applicable Interest Period for such
                           Advance if the Lenders may continue to maintain such
                           Advances until such day or (b) immediately if any
                           Lender may not continue to maintain such Advances.
                           Each Lender which becomes aware of any such event
                           which makes it unlawful or impossible for such Lender
                           to make or maintain Eurodollar Rate Advances promptly
                           shall notify the Company and the Agent of such event;
                           PROVIDED, HOWEVER, that the failure to provide any
                           such notice shall not affect the applicability of the


                                      -53-
<PAGE>   67

                           preceding sentence or the obligations of the Company
                           hereunder or under any of the other Loan Documents.

         2.17     OBLIGATION TO INDEMNIFY.

                  2.17.1   EVENTS. In the event of (a) the Company's failure to
                           accept the proceeds from (or to convert to or
                           continue) an Advance after making a request therefor,
                           or (b) any payment, prepayment or conversion (whether
                           mandatory, by acceleration, voluntary or otherwise)
                           of any Eurodollar Rate Advance prior to the
                           expiration of the applicable Interest Period, as a
                           result of which any Lender shall incur any loss,
                           liability, claim or expense (other than a loss,
                           liability, claim or expense which directly resulted
                           from such Lender's breach of its obligation to make
                           funds available), the Company shall pay to such
                           Lender, within five (5) Business Days following
                           delivery of the statement referred to below, and
                           indemnify and hold harmless such Lenders from and
                           against any such loss, liability, claim or expense
                           (including, without limitation, any loss or expense
                           incurred by reason of the liquidation or redeployment
                           of deposits or other funds required for the account
                           of any such Lender to fund or maintain any such
                           Advances). The losses of any Lender (as
                           differentiated from any other liabilities, claims or
                           expenses) shall be conclusively deemed to consist of
                           any amount equal to:

                           a.       the interest that would have been received
                                    (at the Interest Rate that was applicable to
                                    such Advance) on the funds to be redeployed
                                    during the applicable Interest Period (or
                                    remaining portion thereof), less

                           b.       the return which the Lenders could have
                                    obtained had such funds been reinvested at
                                    the Federal Funds Rate on the date of such
                                    prepayment, repayment, failure to borrow or
                                    continue or convert, as the case may be, and
                                    such funds had remained so invested until
                                    the end of the relevant Interest Period in
                                    Dollar denominated deposits with prime banks
                                    on the Agent's interbank Dollar market.

                  2.17.2   STATEMENT. Each Lender which has incurred any loss,
                           liability, claim or expense compensable pursuant to
                           this Section 2.17 promptly shall deliver to the
                           Company a written statement of the nature and amount
                           thereof and the basis of calculation thereof, which
                           statement shall be conclusive absent manifest error.

                  2.17.3   SURVIVAL. The obligations of the Company under this
                           Section 2.17 will survive the payment in full of the
                           Obligations and any termination of this Fourth
                           Restated Credit Agreement.



                                      -54-
<PAGE>   68

         2.18     USE OF PROCEEDS.

                  2.18.1   The proceeds of the Revolving Credit Loans and the
                           Swingline Loans will be used exclusively for working
                           capital purposes, permitted capital expenditures,
                           permitted acquisitions and other general corporate
                           purposes.

                  2.18.2   Draws on the Letters of Credit will be used to pay
                           principal, interest and any premiums when due on the
                           Bonds.

                  2.18.3   Draws on the Standby Letters of Credit will be used
                           exclusively to pay the obligations of the Company to
                           pay suppliers amounts due under purchase contracts or
                           other corporate purposes.

                  2.18.4   The proceeds of the Non-Revolving Credit Loans will
                           be used exclusively to fund acquisitions as permitted
                           under Section 10.13.

3.       LOCK BOX; CASH COLLATERAL ACCOUNT.

         3.1      LOCK BOX.

                  3.1.1    Until the expiration of this Fourth Restated Credit
                           Agreement, the Company will instruct its customers to
                           forward all payments, receipts and remittances in
                           favor of the Company, whether in the form of checks,
                           drafts or other orders for the payment of money
                           ("Items") to the Lock Box as set forth in this
                           Section 3. The Company authorizes the Agent to act as
                           its agent and to have exclusive and unrestricted
                           access to its incoming mail for the purpose of
                           processing remittances therein.

                  3.1.2    As the agent for the Company, the Agent will:

                           a.       Collect mail from the Post Office at various
                                    times each Business Day in accordance with
                                    the Agent's regular collection schedule. The
                                    relationship of a Company to the Agent as a
                                    depositor will commence only when the Items
                                    are credited to the Cash Collateral Account.
                                    Prior to such time, the Agent will be
                                    considered to be a bailee as to the Items in
                                    its possession.

                           b.       Open such mail and remove the contents
                                    thereof. The Items contained in the envelope
                                    will be inspected for validity and handled
                                    accordingly. All Items contained therein,
                                    which appear to be for deposit to a
                                    Company's credit will be endorsed:

                           "Credit to the Account of the Within Named Payee
                           Absence of Endorsement Guaranteed
                           ________________________"

                           Should any Item be returned to the Company by the
                           drawee bank with the request for personal
                           endorsement, the Company and each of its Subsidiaries
                           authorizes the Agent to endorse the Item "Pay to the
                           Order

                                      -55-
<PAGE>   69
                           of" any one or more of the following Persons:
                           Multi-Color Corporation, Buriot International, Inc.,
                           MCC-Batavia, LLC, MCC-Uniflex, LLC, Uniflex, Uniflex
                           Corporation or Laser Graphic Systems, Incorporated.

                           c.       Prepare a photocopy of each Item processed
                                    and attach the copy to the proper envelope
                                    together with any correspondence or other
                                    material accompanying the remittance, if
                                    necessary.

                           d.       Deposit such Items to the Cash Collateral
                                    Account, it being understood that the credit
                                    and collection of such Items should be
                                    subject to the same terms and conditions as
                                    would apply to deposits received by the
                                    Agent directly from the Company. Deposits
                                    should be made in anticipation of major
                                    check clearing deadlines in order to
                                    maximize funds availability.

                           e.       Mail each Business Day an advice of credit
                                    listing the processed Items, total amount
                                    deposited and all original Items that are
                                    not accepted for deposit and all associated
                                    remittance detail to the Company at the
                                    address listed in Section 16.2 of this
                                    Fourth Restated Credit Agreement.

                           f.       Telephone advice to the Company (Contact
                                    Person: Vice President of Finance or her
                                    designee) of the total amount of each
                                    deposit on a daily basis at telephone number
                                    (513) 381-1480, ext. 104.

                           g.       Maintain a microfilm record of each Item
                                    deposited in processing sequence for
                                    reference purposes for at least two (2)
                                    years. The Company may receive photocopies
                                    of the microfilmed Items if they provide the
                                    deposit date, the account number and the
                                    deposit total. Charges will be imposed for
                                    furnishing the photocopies to the Company at
                                    the Agent's customary rates.

                           h.       Handle irregular Items as follows:

                                    (i)      The Agent will use its best efforts
                                             to examine the front and back sides
                                             of Items to detect handwritten or
                                             typed "paid in full" or similar
                                             language but will not be liable for
                                             any failure to do so and will not
                                             be responsible for any loss
                                             relating to deposit of such Items.
                                             Where the Agent's personnel observe
                                             that such language has been
                                             handwritten or typed on the Item,
                                             the Item will not be deposited into
                                             a Cash Collateral Account and the
                                             Agent will notify the Company by
                                             telephone advice to the contact
                                             person and at the telephone number
                                             listed in this Section 3.1.2.

                                    (ii)     Postdated Items may be processed in
                                             accordance with the Agent's policy.



                                      -56-
<PAGE>   70

                                    (iii)    Undated Items may be processed in
                                             accordance with the Agent's policy.

                                    (iv)     If legible, the amount in words
                                             will always be accepted provided it
                                             agrees with the accompanying
                                             remittance forms. If the words are
                                             not legible, the amount in figures
                                             will be guaranteed if it agrees
                                             with the remittance forms. If the
                                             amount is not legible, is missing
                                             or if the figures do not agree with
                                             the remittance forms, the Item will
                                             not be deposited in a Cash
                                             Collateral Account.

                                    (v)      Deposit Items returned for
                                             insufficient or uncollected funds
                                             will be automatically redeposited.
                                             If an Item is returned for "Account
                                             Closed or Payment Stopped" or if an
                                             Item is returned unpaid a second
                                             time for insufficient or
                                             uncollected funds, it should be
                                             charged back to the Cash Collateral
                                             Account and advice mailed to the
                                             Company at the address listed in
                                             Section 16.2 of this Fourth
                                             Restated Credit Agreement. Charges
                                             will be imposed for such Items at
                                             the Agent's customary rates. The
                                             Company understands that it is the
                                             practice of the Agent to notify
                                             customers on the return of Items in
                                             an amount above certain limits set
                                             by the Agent from time to time and
                                             agrees that the Agent will notify
                                             the Company by telephone advice to
                                             the contact person and at the
                                             telephone number listed in this
                                             Section 3.1.2(f).

                                    (vi)     Items denominated in a foreign
                                             currency and drawn on a foreign
                                             bank will not be deposited, but
                                             will be submitted for collection
                                             only. An appropriate advice will be
                                             forwarded to the Company. The Agent
                                             will not be responsible for the
                                             fluctuation in exchange rates.

                  3.1.3    The Agent will have the right to credit or debit the
                           Cash Collateral Account to correct processing
                           mistakes which are capable of correction. Copies of
                           credit or debit advices will be sent to the Company.
                           If the Company does not object to entries appearing
                           on any Cash Collateral Account statement within
                           eighteen (18) months of the transaction date, the
                           Agent's accounting thereon shall become final and
                           binding.

                  3.1.4    The Agent will have no duty to perform services not
                           enumerated in this Section 3 and the Agent's
                           responsibility under this Section 3 shall be limited,
                           except as otherwise specifically set forth herein, to
                           the exercise of ordinary care. Failure to exercise
                           ordinary care shall not be inferable by reason of
                           loss of an Item, without in addition thereto a
                           showing of negligence on the part of the Agent.
                           Establishment of and substantial compliance with the
                           procedures set forth in this Section 3 by the Agent


                                      -57-
<PAGE>   71

                           shall be deemed to constitute the exercise of
                           ordinary care. The Company agrees that occasional
                           unintentional deviations by the Agent from the
                           procedures set forth in this Section 3 shall not be
                           deemed a failure to exercise ordinary care. The Agent
                           shall not be liable to the Company for failure to
                           perform under this Fourth Restated Credit Agreement
                           if such failure is due to the occurrence of any event
                           beyond the control of the Agent, PROVIDED that Agent
                           exercises reasonable diligence under the
                           circumstances. THE AGENT MAKES NO REPRESENTATIONS OR
                           WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
                           BUT NOT LIMITED TO WARRANTIES OF COLLECTABILITY,
                           MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         3.2      CASH COLLATERAL ACCOUNT.

                  3.2.1    Until the expiration of this Fourth Restated Credit
                           Agreement, all Items from the Lock Box will be
                           deposited into the Cash Collateral Account pursuant
                           to the terms of Section 3.1 and all accounts
                           receivable and other funds generated and received by
                           the Company and all other receipts of the Company
                           that are received by the Company through methods
                           other than by deposit into the Lock Box, regardless
                           of origin, will be deposited by the Company into the
                           Cash Collateral Account. Subject to the limitations,
                           terms and conditions of this Fourth Restated Credit
                           Agreement, all funds deposited to the Cash Collateral
                           Account will be available for use by the Company
                           immediately upon receipt by the Agent of collected
                           funds from the payor bank.

                  3.2.2    The Agent will not be obligated to make any charge to
                           or transfer from the Cash Collateral Account with
                           respect to sums received which the Agent, in its
                           discretion, designates as held against Letter of
                           Credit Obligations and other Obligations related
                           thereto.

4.       BOND REDEMPTION.

         4.1      DEPOSITS TO SINKING FUND ACCOUNT. The Company will maintain a
                  depository account with the Agent (the "Sinking Fund
                  Account"). On the first Business Day of each Fiscal Quarter
                  the Company will continue to deposit $200,000 into the Sinking
                  Fund Account until the Termination Date. The funds deposited
                  into the Sinking Fund Account will be invested in Eligible
                  Investments and, provided no Default or Event of Default shall
                  have occurred and be continuing, such funds and the interest
                  thereon will be used to redeem the Bonds upon mandatory or,
                  with the Lenders' prior written approval, optional,
                  redemption. Upon the Agent's request, the Company shall use
                  the funds in the Sinking Fund Account to redeem Bonds pursuant
                  to the optional redemption provisions thereof.

         4.2      MCC-BATAVIA BOND REDEMPTION. MCC-Batavia will redeem
                  outstanding MCC-Batavia Bonds in a principal amount of at
                  least $175,000 during each



                                      -58-
<PAGE>   72

                  calendar quarter, commencing September 1, 2000 and continuing
                  on each December 1st, March 1st, June 1st and September 1st
                  thereafter. Such redemptions will be accomplished by
                  MCC-Batavia pursuant to the optional redemption provisions
                  contained in the MCC-Batavia Indenture. MCC-Batavia and the
                  Company each hereby authorizes each Lender to charge the Cash
                  Collateral Account (or any other account of MCC-Batavia or the
                  Company at any Lender) to reimburse the Agent or any Lender
                  for any draws under the MCC-Batavia Alternate Letter of Credit
                  in connection with such redemptions.

5.       COLLATERAL. The Collateral for the repayment of the Obligations will be
         that granted pursuant to the Security Documents.

6.       SECURITY AND SUBROGATION UNDER INDENTURE.

         6.1      SECURITY. To further secure the Company's Letter of Credit
                  Obligations under this Fourth Restated Credit Agreement, the
                  Company and the Agent intend that (i) the Agent will have the
                  security and benefit of the Bond Documents as provided in the
                  Indenture and (ii) in the event of one or more draws under the
                  Letters of Credit and the application thereof to the payment
                  of Bonds, the Agent will be subrogated PRO TANTO to the rights
                  of the Trustee and the holders of such Bonds in and to all
                  funds and security held by the Trustee under the Indenture for
                  the payment of the principal of and interest on such Bonds,
                  including without limitation all loan funds, construction
                  funds, escrow funds, revenue funds, operation funds, debt
                  service funds, reserve funds, redemption funds and other funds
                  and securities and other instruments comprising investments
                  thereof. In addition, the Agent shall have any and all other
                  subrogation rights available to the Agent at law or in equity.

         6.2      PLEDGE OF RIGHTS TO CERTAIN FUNDS AND INVESTMENTS. To secure
                  the Company's Letter of Credit Obligations to the Agent under
                  this Agreement, the Company hereby pledges to the Agent, and
                  grants to the Agent a security interest in, all of the
                  Company's right, title and interest in and to all funds and
                  investments thereof now or hereafter held by the Trustee under
                  the Indenture as security for the payment of the Bonds,
                  including without limitation any and all loan funds,
                  construction funds, escrow funds, revenue funds, operations
                  funds, debt service funds, reserve funds, redemption funds and
                  other funds and securities and other instruments comprising
                  investments thereof and interest and other income derived
                  therefor as held as security for the payment of the Bonds,
                  such pledge, assignment and grant being under and subject only
                  to the rights of the Trustee under the Indenture. The Company
                  covenants and agrees that it will defend the Agent's rights
                  and security interests created by this Section against the
                  claims and demands of all persons except the Trustee. In
                  addition to its other rights and remedies under this Fourth
                  Restated Credit Agreement and the Bond Documents, the Agent
                  shall have all the rights and remedies of a secured party
                  under the Uniform Commercial Code of the State or other
                  applicable law with respect to the security interests created
                  by this Section. The Agent's rights under this Section are in
                  addition to, and not in lieu of, its rights described in
                  Section 6.1.



                                      -59-
<PAGE>   73

         6.3      PLEDGED BONDS.

                  6.3.1    PLEDGE. To secure the Company's obligations to the
                           Agent under this Agreement, the Company hereby
                           pledges and assigns to the Agent, and grants to the
                           Agent a security interest in, all of the Company's
                           right, title and interest, now owned or hereafter
                           acquired, in and to any and all Unremarketed Tendered
                           Bonds (together with all income therefrom and
                           proceeds thereof) purchased pursuant to the Indenture
                           with the proceeds of a Tender Draft presented under
                           the Letters of Credit for which neither (i) full
                           reimbursement has been made to the Agent nor (ii) the
                           Trustee holds sufficient funds which, pursuant to the
                           Indenture, the Trustee is required to apply on behalf
                           of the Company to reimburse the Agent in full for
                           such Tender Draft on the date such Tender Draft is
                           paid by the Agent. Such Unremarketed Tendered Bonds
                           shall be pledged to the Agent, registered in its name
                           as pledgee of the Company and delivered to and held
                           by the Trustee as agent for the Agent under this
                           Section 6.3 or, at the option of the Agent by written
                           notice to the Company and the Trustee, the
                           Unremarketed Tendered Bonds specified in such notice
                           shall be delivered to and pledged and held by the
                           Agent. Unremarketed Tendered Bonds which are so held
                           by the Trustee as agent for the Agent or by the Agent
                           are herein referred to as "Pledged Bonds."

                  6.3.2    PLEDGED BOND PAYMENTS. Any principal of, premium on
                           and interest on Pledged Bonds which becomes due and
                           payable (including any due-bills received upon
                           purchases thereof pursuant to the record date
                           provisions of the Indenture or the Bonds) shall be
                           paid to the Agent. All sums of money so paid to the
                           Agent in respect of Pledged Bonds shall be credited
                           against the obligation of the Company to reimburse
                           the Agent, with interest under Section 2.10.5 for the
                           amount drawn with a Tender Draft to fund the purchase
                           of such Pledged Bonds pursuant to the Indenture.

                  6.3.3    RELEASE OF PLEDGED BONDS. If the Company pays or
                           causes to be paid in full its obligation under
                           Section 2.10.5 for the reimbursement of the amount
                           (or allocable portion thereof) drawn with a Tender
                           Draft to fund the purchase of Pledged Bonds pursuant
                           to the terms of the Indenture (or if the Trustee has
                           received immediately available funds which, pursuant
                           to the terms of the Indenture, the Trustee is
                           required to pay over promptly to the Agent in an
                           amount sufficient to pay the Company's reimbursement
                           obligation under Section 2.10.5 hereof with respect
                           to the amount drawn with such Tender Draft to fund
                           the purchase of such Pledged Bonds), and provided no
                           Event of Default has occurred and is continuing, the
                           Agent will release from the pledge of this Fourth
                           Restated Credit Agreement and will deliver, or cause
                           its agent to deliver, such Pledged Bonds to such
                           person or persons as the Company may direct. An
                           amount equal to the principal of, plus accrued
                           interest on, such Pledged Bonds shall be presumed
                           (absent notice to the contrary) to be an "amount
                           sufficient" for the purposes of this Section 6.3.3
                           and, upon receipt of such amount by the



                                      -60-
<PAGE>   74

                           Trustee for payment to the Agent as aforesaid, the
                           Trustee shall be automatically authorized to deliver
                           such Pledged Bonds as aforesaid free from the pledge
                           of this Agreement, unless the Trustee has received
                           from the Agent written notice or telephonic notice
                           (which shall thereafter be confirmed in writing) that
                           such release shall not occur.

                  6.3.4    LIABILITY OF AGENT. The Agent shall not be liable for
                           failure to collect or realize upon the obligations
                           secured by the Pledged Bonds or any collateral
                           security guarantee therefor, or any part thereof, or
                           for any delay in so doing, and the Agent shall not be
                           under any obligation to take any action whatsoever
                           with regard thereto.

                  6.3.5    REPRESENTATIONS; RIGHTS AND REMEDIES. The Company
                           represents and warrants to the Agent that the pledge,
                           assignment and delivery of Pledged Bonds pursuant to
                           this Section 6.3 will create a valid first lien on
                           and a first perfected security interest in, all
                           right, title and interest of the Company in and to
                           the Pledged Bonds, and the proceeds thereof. The
                           Company covenants and agrees that it will defend the
                           Agent's right, title and security interest in and to
                           the Pledged Bonds and the proceeds thereof against
                           the claims and demands of all persons. In addition to
                           its other rights and remedies under this Fourth
                           Restated Credit Agreement and the Bond Documents, the
                           Agent shall have all the rights and remedies of a
                           secured party under the Uniform Commercial Code of
                           the State or other applicable law with respect to the
                           security interests created by this Section.

7.       CONDITIONS PRECEDENT. Notwithstanding anything to the contrary
         contained herein, the Agent's and Lenders' obligation and commitment to
         continue to make the Credit Facilities available to the Company
         pursuant to this Fourth Restated Credit Agreement will terminate in the
         event that all of the conditions set forth in Sections 7.1 and 7.2 are
         not satisfied by the Company on or before the Closing Date.

         7.1      INITIAL ADVANCES. The Lenders' obligations to make the initial
                  Advances and to issue Standby Letters of Credit pursuant to
                  Section 2 of this Fourth Restated Credit Agreement are subject
                  to the fulfillment of each of the following conditions:

                  7.1.1    LOAN DOCUMENTS. The Agent has received, on behalf of
                           the Lenders, all Loan Documents duly executed by the
                           Company, MCC-Batavia or MCC-Uniflex, as applicable,
                           together with all instruments, Uniform Commercial
                           Code Financing Statements and other documents as are
                           necessary to continue in the Agent a perfected first
                           priority security interest in the Collateral.

                  7.1.2    OPINION LETTERS. The Agent and each Lender has
                           received an opinion of counsel for the Company
                           directed to the Agent and the Lenders in form and
                           substance and from counsel acceptable to the Agent.



                                      -61-
<PAGE>   75

                  7.1.3    RESOLUTIONS. The Agent has been furnished copies,
                           certified by the secretary or assistant secretary of
                           the Company and its Subsidiaries, of the resolutions
                           of the Board of Directors of the Company, of the
                           Members in MCC-Batavia and of the Members of
                           MCC-Uniflex, authorizing the execution, delivery and
                           performance of this Fourth Restated Credit Agreement
                           and the Loan Documents, together with a certificate
                           of such secretary or assistant secretary certifying
                           the names, titles, incumbency and signatures of the
                           Persons authorized to execute such documents.

                  7.1.4    GOOD STANDING. The Agent has received, as to the
                           Company and its Subsidiaries, long-form certificates
                           of good standing of the Secretary of State of the
                           jurisdiction in which it is incorporated and each
                           jurisdiction in which it is qualified to do business.

                  7.1.5    DESIGNATION OF AUTHORIZED EMPLOYEES OF COMPANY. The
                           Company shall have delivered to the Agent a written
                           designation of Authorized Employees.

                  7.1.6    TITLE INSURANCE. The Agent has been issued, with
                           respect to each of the properties secured by the (i)
                           Open-End Mortgage, Assignment of Rents and Leases and
                           Security Agreement between the Company and Agent
                           dated July 13, 1994 recorded on July 19, 1994 in
                           Official Record Book 1015, Page 307 of the land
                           records of Boone County, Kentucky, (ii) Open-End
                           Mortgage, Assignment of Rents and Leases and Security
                           Agreement dated July 13, 1994 recorded on July 19,
                           1994 in Mortgage Record Volume 171, Pages 42-58 of
                           the land records of Scott County, Indiana and (iii)
                           Open-End Mortgage, Assignment of Rents and Leases and
                           Security Agreement between MCC-Batavia and Agent
                           dated December 17, 1999 recorded on December 20, 1999
                           in Official Record Book 1242 Page 1175 of the land
                           records of Clermont County, Ohio (collectively the
                           "Mortgaged Properties"), a commitment for the
                           issuance of an ALTA mortgagee's policy of title
                           insurance, in form and substance and issued by a
                           company or companies acceptable to the Agent (with
                           appropriate reinsurance or co-insurance agreements,
                           where required by the Agent), showing fee simple
                           title to such Mortgaged Properties to be vested in
                           the Company, MCC-Batavia or MCC-Uniflex, as
                           applicable, and showing and insuring the Mortgage on
                           each such Mortgaged Property to be a good and valid
                           first lien on the Company's, MCC-Batavia's or
                           MCC-Uniflex's interest in such property, subject only
                           to such title exceptions as may be approved by the
                           Agent. Complete and legible copies of all documents
                           affecting title shall be included in each such
                           commitment. Each policy must insure against, in
                           addition to other items, mechanic's liens and
                           eliminate survey and other standard "pre-printed"
                           exceptions, shall provide for affirmative insurance
                           coverage with respect to such easements and other
                           matters as the Agent may require, and shall include
                           such revolving credit, zoning and other endorsements
                           as the Agent may require. Any restrictions, parking
                           agreements, access or utility easements, common


                                      -62-
<PAGE>   76

                           maintenance and service agreements, and other similar
                           documents or agreements shall be subject to the
                           Agent's review and approval.

                  7.1.7    SURVEY. The Company has provided the Agent with a
                           survey (dated not more than thirty (30) days prior to
                           the Closing Date) of each of the Mortgaged
                           Properties, prepared by a licensed surveyor
                           acceptable to the Agent with adequate errors and
                           omissions insurance, showing, through the use of
                           course bearings and distances, the boundaries of each
                           Mortgaged Property and location of the building
                           located on each Mortgaged Property in relation
                           thereto and all dimensions thereof, and all
                           easements, set-back lines, deviations between survey
                           lines and title lines, rights of way, encroachments,
                           bench marks, etc. The survey shall contain a full
                           legal description of adjacent and contiguous streets
                           as well as measurement to the nearest intersection or
                           other adequate checkpoint in form and substance
                           satisfactory to the Agent. Such survey shall be
                           certified to the Agent, the title insurance companies
                           and any other party required by the Agent and shall
                           otherwise be reasonably acceptable to the Agent and
                           sufficient for the title insurance companies to
                           remove the survey exceptions from the title insurance
                           policies.

                  7.1.8    INSURANCE. The Company shall provide to the Agent
                           evidence of all required insurance coverage under
                           Section 9.12 hereof.

                  7.1.9    WETLANDS. The Company shall provide the Agent with
                           evidence, satisfactory to the Agent, that (a) none of
                           the Mortgaged Properties contain any areas that
                           constitute wetlands (as defined in 40 C.F.R. Section
                           122.2 and 33 C.F.R.  Section 328.3), and (b) there
                           has been no unpermitted filling of wetlands at any of
                           such Mortgaged Properties.

                  7.1.10   APPRAISAL. The Agent has received an updated
                           appraisal of each Mortgaged Property, in form and
                           content satisfactory to the Agent, prepared by an MAI
                           appraiser selected or approved by the Agent.

                  7.1.11   ENVIRONMENTAL REQUIREMENTS. The Company shall provide
                           the Agent with an environmental engineer's report for
                           each of the Mortgaged Properties, in form and
                           substance acceptable to the Agent. Such environmental
                           engineer must be approved by the Agent. Such report
                           shall indicate, among other things, that the
                           Mortgaged Properties are not and have not been
                           affected by the presence of any toxic or hazardous
                           substance or waste, or underground storage tanks, or
                           any other pollutants that could be detrimental to any
                           of the Mortgaged Properties, human health, or the
                           environment, that the Mortgaged Properties are not in
                           violation of any local, state or federal laws or
                           regulations except as set forth on the Disclosure
                           Schedule and that no environmental problems exist
                           with respect to the Mortgaged Properties. Such report
                           also shall (i) indicate that the engineers have made
                           written inquiry of the appropriate regional office of
                           the United States Environmental Protection Agency


                                      -63-
<PAGE>   77

                           ("EPA"), and the appropriate agency or authority,
                           requesting any information held by the EPA or the
                           appropriate state agency indicating whether or not
                           any of the Mortgaged Properties are or have been
                           identified as a site containing toxic or hazardous
                           substance or waste or underground storage tanks, and
                           (ii) provide the Agent with a history of the use of
                           the Mortgaged Properties giving particular attention
                           to possible past military, industrial or land-fill
                           use and as to the presence of any and all underground
                           storage tanks.

                  7.1.12   FULL SYNDICATION. The Agent shall have received
                           written commitments from the Lenders to assume the
                           lending responsibility for the Commitments.

                  7.1.13   UCC SEARCHES. The Agent shall be provided with
                           current UCC searches with respect to the Company, its
                           Subsidiaries and such other parties and in such
                           locations as the Agent may require showing that all
                           personal property which is required to be Collateral
                           for the Credit Facilities is free from all liens and
                           security interests except for Permitted Liens.

                  7.1.14   CONSENTS. The Agent has received copies of all
                           consents which the Company must obtain in connection
                           with the transactions contemplated hereby.

                  7.1.15   UNIFLEX ACQUISITION DOCUMENTS. The Lenders have
                           received true and complete copies of all documents to
                           which the Company or any of its Subsidiaries is a
                           party relating to the Uniflex Acquisition, including
                           without limitation the Asset Purchase Agreement
                           (including all appendices, exhibits and schedules
                           thereto) between MCC-Uniflex, LLC, as buyer, Uniflex,
                           as seller, and the other parties thereto.

                  7.1.16   FEES. The Agent and the Lenders have received full
                           payment of all fees, expenses and other amounts then
                           due under this Fourth Restated Credit Agreement.

                  7.1.17   DELIVERY OF THE BOND DOCUMENTS AND SECURITY
                           DOCUMENTS. The Bond Documents and Security Documents
                           have been executed and delivered by the parties
                           thereto, each in form and substance satisfactory to
                           the Agent, and the Agent has received an executed or
                           conformed copy of each of the Bond Documents and
                           Security Documents.

                  7.1.18   NO DEFAULT. No Default or Event of Default exists.

                  7.1.19   REPRESENTATIONS AND WARRANTIES. All representations
                           and warranties of the Company and its Subsidiaries
                           contained in this Fourth Restated Credit Agreement or
                           in the Bond Documents are true and correct with the
                           same force and effect as though such representations
                           and warranties had been made on and as of such time.



                                      -64-
<PAGE>   78

                  7.1.20   CERTIFICATES. There has been delivered to the Agent a
                           certificate of the Company dated the Closing Date, to
                           the effect that all of the conditions specified in
                           Sections 7.1.18 and 7.1.19 have been satisfied as of
                           such date.

                  7.1.21   OPINION OF BOND COUNSEL. There has been delivered to
                           the Agent an opinion of Bond Counsel, dated the Date
                           of Issuance and in form and substance satisfactory to
                           the Agent, to the effect that the Bonds are legal,
                           valid and binding obligations of the Issuer and that
                           interest on the Bonds are exempt from Federal income
                           taxes under existing statutes, and court decisions
                           (with such exceptions as are satisfactory to the
                           Agent), and covering such other matters as the Agent
                           may reasonably request.

                  7.1.22   DOCUMENTATION AND PROCEEDINGS. All instruments in
                           connection with the transactions contemplated by this
                           Fourth Restated Credit Agreement and the Bond
                           Documents are satisfactory in form and substance to
                           the Agent and its counsel and the Agent has received
                           all information and copies of all documents,
                           including governmental approvals, which it may have
                           reasonably requested in connection with the
                           transactions contemplated by this Fourth Restated
                           Credit Agreement and the Bond Documents, such
                           documents where appropriate to be certified by
                           authorized officers of the Company or proper
                           governmental authorities.

                  7.1.23   OTHER DOCUMENTS. The Lenders have received such other
                           documents as they may have reasonably required in
                           connection with the transactions provided for in this
                           Fourth Restated Credit Agreement, all in form and
                           substance satisfactory to the Agent.

                  7.1.24   OTHER CONDITIONS. The conditions set forth in Section
                           7.2, below, shall have been fully satisfied.

         7.2      EACH ADVANCE. The obligation of each Lender to make any
                  Advance is subject to the fulfillment of each of the following
                  conditions to the satisfaction of the Agent:

                  7.2.1    NO DEFAULTS. There does not exist any Potential
                           Default, Default or Event of Default either before or
                           after giving effect thereto.

                  7.2.2    ACCURACY. The representations and warranties
                           contained in this Fourth Restated Credit Agreement
                           and in the other Loan Documents as amended are true,
                           correct and complete in all respects on and as of the
                           day of any Request for Advance or making of any
                           Borrowing.

                  7.2.3    NOTICES. The Agent shall have received all required
                           Notices.

                  7.2.4    OTHER DOCUMENTS. The Agent shall have received such
                           other documents or items of information as it may
                           reasonably require, in form and substance
                           satisfactory to it.



                                      -65-
<PAGE>   79

         7.3      REPRESENTATION. Each Borrowing and each conversion or
                  continuation of an Advance shall constitute a representation
                  and warranty by the Company as of such Borrowing Date,
                  Conversion Date, Continuance Date or issuance or renewal date,
                  as applicable, that the conditions specified in Sections 7.1
                  and 7.2 above, have been satisfied.

8.       REPRESENTATIONS AND WARRANTIES. To induce the Lenders to continue to
         extend the Credit Facilities herein contemplated, the Company and each
         of its Subsidiaries party hereto hereby represents and warrants as
         follows:

         8.1      ORGANIZATION. The Company and each of its Subsidiaries is duly
                  organized, validly existing and in good standing under the
                  laws of the state in which it is formed, has the power and
                  authority to own, lease and operate its assets and to conduct
                  its business as is now done and is duly qualified to do
                  business as a foreign corporation or limited liability company
                  and is in good standing under the laws of all jurisdictions
                  where required by the conduct of its business or ownership or
                  leasing of its assets, except such jurisdictions, if any,
                  where the failure to be so qualified and in good standing,
                  whether considered individually or in the aggregate with all
                  other such failures, would not have a material adverse effect
                  on the ability of the Company to pay or perform the
                  Obligations or on its assets, liabilities, business,
                  prospects, operations or condition (financial or otherwise).

         8.2      LATEST FINANCIALS. The audited financial statements of the
                  Company and its Subsidiaries as of March 31, 2000, as
                  delivered to the Lenders, are true, complete and accurate in
                  all respects and fairly present the financial condition,
                  assets and liabilities, whether accrued, absolute, contingent
                  or otherwise and the results of operations of such Persons for
                  the period ended as of March 31, 2000. Such financial
                  statements have been prepared in accordance with GAAP applied
                  consistently with preceding periods, subject to any comments
                  and notes contained therein.

         8.3      RECENT ADVERSE CHANGES. Since March 31, 2000, neither the
                  Company nor any of its Subsidiaries has suffered any damage,
                  destruction or loss which has materially adversely affected
                  its business or assets and, except as previously disclosed in
                  writing to the Lenders, no event or condition of any character
                  has occurred which has materially and adversely affected its
                  assets, liabilities, business, operations, prospects or
                  condition (financial or otherwise), and neither the Company
                  nor any of its officers or directors has any knowledge of any
                  event or condition which may materially adversely affect the
                  assets, liabilities, business, operations, prospects, or
                  condition (financial or otherwise) of the Company or any of
                  its Subsidiaries.

         8.4      RECENT ACTIONS. Since March 31, 2000, the business of the
                  Company and its Subsidiaries has been conducted in the
                  ordinary course and neither the Company nor any of its
                  Subsidiaries has: (i) incurred any debt or other obligations
                  or liabilities, whether accrued, absolute, contingent or
                  otherwise, other than debt and



                                      -66-
<PAGE>   80

                  liabilities incurred and obligations under contracts entered
                  into in the ordinary course of business; (ii) discharged,
                  satisfied, paid or cancelled any debt or any obligations,
                  absolute or contingent, other than current liabilities shown
                  on the financial statements referred to in Section 8.2, above,
                  and current liabilities incurred since March 31, 2000 in the
                  ordinary course of business; or (iii) made any loans or
                  otherwise conducted its business other than in the ordinary
                  course.

         8.5      TITLE. Except for sales in the ordinary course of business
                  since March 31, 2000, the Company, MCC-Batavia or MCC-Uniflex
                  has good and marketable title to the assets reflected on the
                  balance sheets or notes thereon referred to in Section 8.2,
                  above, free and clear from all liens and encumbrances except
                  for Permitted Liens.

         8.6      LITIGATION, ETC. Except as set forth in the Disclosure
                  Schedule, there are no actions, suits, proceedings or
                  governmental investigations pending or, to the knowledge of
                  the Company, its directors or officers, threatened before any
                  court, grand jury, arbitrator, regulatory commission, board,
                  administrative agency or other governmental authority against
                  or affecting the Company or any of its respective
                  Subsidiaries, or any of its or their properties, which (a)
                  could, either individually or in the aggregate, result in any
                  material adverse change in the condition (financial or
                  otherwise), business, operations, assets or prospects of the
                  Company or any of its Subsidiaries or (b) questions the
                  validity or enforceability of any of the Loan Documents or
                  Obligations; and there is no basis known to the Company, its
                  officers or directors for any such actions, suits, proceedings
                  or investigations.

         8.7      TAXES. Except as to taxes not yet due and payable, the Company
                  and its Subsidiaries have timely filed all returns and reports
                  to be filed by it in connection with any federal, state, local
                  or other tax, duty or charge levied, assessed or imposed upon
                  it, or its property, including but not limited to income,
                  franchise, unemployment, social security and similar taxes;
                  and all of such taxes have been either paid or adequate
                  reserve or other provision has been made therefor.

         8.8      AUTHORITY. The Company has full corporate power and authority
                  to enter into the transactions provided for in this Fourth
                  Restated Credit Agreement and has been duly authorized to do
                  so by appropriate action of its board of directors.
                  MCC-Batavia has full limited liability company power and
                  authority to enter into the transactions provided for in this
                  Fourth Restated Credit Agreement and has been duly authorized
                  to do so by appropriate action of its members. MCC-Uniflex has
                  full limited liability company power and authority to enter
                  into the transactions provided for in this Fourth Restated
                  Credit Agreement and has been duly authorized to do so by
                  appropriate action of its members. This Fourth Restated Credit
                  Agreement, the Notes and the other Loan Documents as amended,
                  when executed and delivered by the Company, MCC-Batavia and
                  MCC-Uniflex, constitute the legal, valid and binding
                  obligations of the Company, MCC-Batavia or MCC-Uniflex, as
                  applicable, enforceable in accordance with their respective
                  terms except as limited by bankruptcy, insolvency,
                  reorganization or other similar laws affecting the
                  enforceability generally of rights of creditors.



                                      -67-
<PAGE>   81

         8.9      OTHER DEFAULTS. There does not now exist any material default
                  or violation by the Company, MCC-Batavia or MCC-Uniflex of or
                  under any of the terms, conditions or obligations of: (i) with
                  respect to the Company, its Articles of Incorporation or Code
                  of Regulations; (ii) with respect to MCC-Batavia, its Articles
                  of Organization or Operating Agreement; (iii) with respect to
                  MCC-Uniflex, its Articles of Organization or Operating
                  Agreement (iv) any indenture, or deed of trust or mortgage to
                  which it is a party or by which it is bound; (v) any agreement
                  or instrument evidencing debt to which it is a party or by
                  which it is bound; (vi) any other material franchise, permit,
                  contract, agreement or other instrument to which it is a party
                  or by which it is bound; or (vii) any material law,
                  regulation, ruling, order, injunction, decree, condition or
                  other requirement applicable to or imposed upon it or
                  affecting any of its assets by any law or by any governmental
                  authority, court or agency.

         8.10     CONFLICTS. Neither the execution, delivery and performance of
                  this Fourth Restated Credit Agreement nor the consummation of
                  any of the transactions herein contemplated (a) will result in
                  any default or violation by the Company or any of its
                  Subsidiaries of or under any of the terms, conditions or
                  obligation of (i) its organizational documents; (ii) any
                  indenture, deed of trust or mortgage to which it is a party or
                  by which it is bound; (iii) any agreement or instrument
                  evidencing debt to which it is a party or by which it is
                  bound; (iv) any other material franchise, permit, contract,
                  agreement or other instrument to which it is a party or by
                  which it is bound; or (v) any law, regulation, ruling, order,
                  injunction, decree, condition or other requirement applicable
                  to or imposed upon it or affecting any of its assets by any
                  law or by any governmental authority, court or agency or (b)
                  will result in or require the creation of any lien, security
                  interest or other encumbrance (except as contemplated by this
                  Fourth Restated Credit Agreement) upon any of the assets of
                  the Company or its Subsidiaries.

         8.11     PATENTS, LICENSES, ETC. The Company and each of its
                  Subsidiaries has any and all licenses, permits, franchises or
                  other governmental authorizations necessary for the ownership
                  or leasing of its respective properties and the conduct of its
                  business. The Company and each of its Subsidiaries possesses
                  adequate licenses, patents, patent applications, copyrights,
                  trademarks, trademark applications, and trade names to
                  continue to conduct its business as heretofore conducted,
                  without any conflict with the rights of any other person or
                  entity.

         8.12     ERISA. Except as disclosed in the Disclosure Schedule, the
                  Company and each of its ERISA Affiliates are in compliance in
                  all material respects with the applicable provisions of ERISA
                  and the regulations and published interpretations thereunder.
                  No Reportable Event has occurred as to which the Company or
                  any such ERISA Affiliate was required to file a report with
                  the PBGC, and, as of the Closing Date, the present value of
                  all benefit liabilities under all the Plans (based on those
                  assumptions used to fund such Plans) did not, as of the last
                  audited annual valuation date applicable thereto, exceed by
                  more than $500,000 the aggregate value of the assets of such
                  Plans. Neither the Company nor any such ERISA Affiliate has
                  incurred any Withdrawal Liability that materially adversely


                                      -68-
<PAGE>   82

                  affects the financial condition of the Company and its ERISA
                  Affiliates taken as a whole. Neither the Company nor any such
                  ERISA Affiliate have received any notification that any
                  Multiemployer Plan is in reorganization or has been
                  terminated, within the meaning of Title IV of ERISA, and no
                  Multiemployer Plan is reasonably expected to be in
                  reorganization or to be terminated, where such reorganization
                  has resulted or can reasonably be expected to result in an
                  increase in the contributions required to be made to such Plan
                  that would materially and adversely affect the financial
                  condition of the Company and its ERISA Affiliates taken as a
                  whole.

         8.13     ENVIRONMENTAL MATTERS.

                  8.13.1   Except as set forth on the Disclosure Schedule, there
                           have been no material claims, notices, orders or
                           directives on environmental grounds made or delivered
                           to, pending or served on the Company, any of its
                           Subsidiaries or its agents, (i) issued by a
                           governmental department or agency having jurisdiction
                           over the assets of any such Person, real or personal,
                           owned or leased, affecting such assets or any part
                           thereof, requiring any work to be done upon or about
                           such assets or any part thereof, including but not
                           limited to clean up orders, or (ii) issued or claimed
                           by any private agency or individual affecting such
                           assets or any part thereof.

                  8.13.2   To the best knowledge of the Company, except those
                           stored, held and used in accordance with all
                           applicable laws and regulations, there have not been,
                           are not now and will be no solid waste, hazardous
                           waste, hazardous substances, toxic substances, toxic
                           chemicals, pollutants, wastes or contaminants,
                           underground storage tanks, purposeful dumps, nor any
                           accidental spills of such in, on or about any of the
                           assets of the Company or any of its Subsidiaries,
                           real or personal, owned or leased, and no solid
                           waste, hazardous waste, hazardous substances,
                           pollutants, contaminants, wastes or toxic substance
                           have ever been stored on any real property owned or
                           leased either by any such Person or by any of their
                           lessees, licensees, invitees or predecessors.

                  8.13.3   To the best knowledge of the Company, there has been
                           no, is not now and will be no filtering into ground
                           water or transmission by seepage or other draining or
                           transfer any solid waste, hazardous substances,
                           hazardous waste, pollutants or contaminants, or toxic
                           substances which have affected, is now affecting or
                           will affect any of the real property owned or leased
                           by the Company or any of its Subsidiaries or any
                           sites adjoining such property.

                  8.13.4   To the best knowledge of the Company, the Company and
                           each of its Subsidiaries have obtained all necessary
                           approvals or satisfactory clearances for use of its
                           assets from all governmental authorities, utility
                           companies, or development-related entities, in regard
                           to the use of its



                                      -69-
<PAGE>   83

                           assets, the discharge of chemicals, liquids and
                           emissions, if any, and other chemicals into the
                           atmosphere, ground water or surface water, from its
                           operations.

         8.14     INVESTMENT COMPANY ACT. Neither the Company nor any of its
                  Subsidiaries is directly or indirectly controlled by, or
                  acting on behalf of, an "investment company" within the
                  meaning of the Investment Company Act of 1940, as amended.

         8.15     GOVERNMENTAL CONSENTS. No consent, licenses, permits,
                  approvals or authorizations of, exemptions by, notices or
                  reports to, or registrations, filings or declarations with,
                  any governmental authority or agency are required to authorize
                  the execution, delivery or performance by the Company of this
                  Fourth Restated Credit Agreement, any of the Loan Documents or
                  any of the transactions contemplated hereby or thereby, or are
                  otherwise required to ensure the validity or enforceability of
                  this Fourth Restated Credit Agreement or any of the Loan
                  Documents, which have not been obtained or made.

         8.16     DISCLOSURE. Neither this Fourth Restated Credit Agreement, any
                  of the other Loan Documents or any certificate, instrument,
                  document or other information furnished in writing to the
                  Agent or any Lender in connection herewith contains any untrue
                  statement of a material fact or omits to state a material fact
                  necessary to keep the statements herein or therein not
                  misleading.

         8.17     REGISTERED OFFICE. The Company's registered office for doing
                  business in Kentucky is located in Jefferson County, Kentucky
                  and the Company does not maintain and has not maintained a
                  registered office in any other county in Kentucky.

         8.18     SUBSIDIARIES. The Disclosure Schedule states the name of the
                  Company's Subsidiaries, its jurisdiction of formation, its
                  authorized capital stock, the issued and outstanding equity
                  interests (referred to herein as the "Subsidiary Shares") and
                  the owners thereof if it is a corporation, its outstanding
                  partnership interests (the "Partnership Interests") if it is a
                  partnership and its outstanding limited liability company
                  interests, interests assigned to managers thereof and the
                  voting rights associated therewith (the "LLC Interests") if it
                  is a limited liability company. The Company and each
                  Subsidiary of the Company has good and marketable title to all
                  of the Subsidiary Shares, Partnership Interests and LLC
                  Interests it purports to own, free and clear in each case of
                  any lien or encumbrance. All Subsidiary Shares, Partnership
                  Interests and LLC Interests have been validly issued, and all
                  Subsidiary Shares are fully paid and nonassessable. All
                  capital contributions and other consideration required to be
                  made or paid in connection with the issuance of the
                  Partnership Interests and LLC Interests have been made or
                  paid, as the case may be. There are no options, warrants or
                  other rights outstanding to purchase any such Subsidiary
                  Shares, Partnership Interests or LLC Interests except as
                  indicated on the Disclosure Schedule.



                                      -70-
<PAGE>   84

         8.19     MARGIN STOCK. None of the Company or any Subsidiaries of the
                  Company engages or intends to engage principally, or as one of
                  its important activities, in the business of extending credit
                  for the purpose, immediately, incidentally or ultimately, of
                  purchasing or carrying margin stock (within the meaning of
                  Regulation U). No part of the proceeds of any Credit Facility
                  has been or will be used, immediately, incidentally or
                  ultimately, to purchase or carry any margin stock or to extend
                  credit to others for the purpose of purchasing or carrying any
                  margin stock or to refund Indebtedness originally incurred for
                  such purpose, or for any purpose which entails a violation of
                  or which is inconsistent with the provisions of the
                  regulations of the Board of Governors of the Federal Reserve
                  System. None of the Company or any Subsidiary of the Company
                  holds or intends to hold margin stock in such amounts that
                  more than 25% of the reasonable value of the assets of the
                  Company or any Subsidiary of the Company are or will be
                  represented by margin stock.

         8.20     STATUS OF PLEDGED COLLATERAL. All the Subsidiary Shares,
                  Partnership Interests and LLC Interests intended to be
                  included in the Collateral are or will be upon issuance
                  validly issued and nonassessable and owned beneficially and of
                  record by the pledgor free and clear of any lien, encumbrance
                  or restriction on transfer, except as otherwise provided by
                  the applicable Security Document and except as the right of
                  the Agent or the Lenders to dispose of the Shares, Partnership
                  Interests or LLC Interests may be limited by the Securities
                  Act of 1933, as amended, and the regulations promulgated by
                  the Securities and Exchange Commission thereunder and by
                  applicable state securities laws. There are no shareholder,
                  partnership, limited liability company or other agreements or
                  understandings with respect to the Subsidiary Shares,
                  Partnership Interests or LLC Interests included in the
                  Collateral except for the partnership agreements and limited
                  liability company agreements delivered to the Lenders in
                  connection with the execution of this Fourth Restated Credit
                  Agreement.

         8.21     SENIOR DEBT STATUS. The Obligations of the Company and its
                  Subsidiaries under this Fourth Restated Credit Agreement, the
                  Notes, and each of the other Loan Documents to which it is a
                  party do rank and will rank at least PARI PASSU in priority of
                  payment with all other Indebtedness of the Company or any such
                  Subsidiary except Indebtedness of the Company or any such
                  Subsidiary to the extent secured by Permitted Liens. There is
                  no lien or encumbrance upon or with respect to any of the
                  properties or income of the Company or any Subsidiary of the
                  Company that secures indebtedness or other obligations of any
                  Person except for Permitted Liens.

9.       AFFIRMATIVE COVENANTS. The Company covenants and agrees that from the
         date of execution of this Fourth Restated Credit Agreement until all
         Obligations to the Lenders have been fully paid and this Fourth
         Restated Credit Agreement terminated:

         9.1      SINKING FUND. The Company will maintain the Sinking Fund
                  Account with the Agent and make timely deposits therein
                  pursuant to the terms of this Fourth Restated Credit
                  Agreement.



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<PAGE>   85

         9.2      BOOKS AND RECORDS; ACCESS. The Company will maintain, and
                  cause each of its Subsidiaries to maintain, proper books of
                  account and other records and enter therein complete and
                  accurate entries and records of all of its transactions in
                  accordance with GAAP; give representatives of each Lender
                  access to the books, records and premises of the Company and
                  its Subsidiaries at all reasonable times, including permission
                  to examine, copy and make abstracts from any of such books and
                  records, and to audit the Collateral, and provide such other
                  information as the Agent or any Lender may from time to time
                  reasonably request; and furnish to the Agent for examination
                  copies of any reports, statements or returns which the Company
                  may make to or file with any governmental department, bureau
                  or agency, federal or state and any letter, other than routine
                  correspondence, directed to the management of the Company or
                  their auditors or independent accountants relating to its or
                  their financial statements, accounting procedures, tax
                  returns, financial condition or the like; and make their
                  officers and independent certified public accountants
                  available to the Lenders from time to time upon reasonable
                  notice to discuss their businesses, operations, assets,
                  liabilities and condition (financial or otherwise) and any
                  statements, records or documents furnished or made available
                  to the Agent or any of the Lenders.

         9.3      MONTHLY STATEMENTS. The Company will furnish the Agent within
                  thirty (30) days after the end of each calendar month
                  financial statements of the Company and its Subsidiaries,
                  which financial statements shall: (a) be in reasonable detail
                  and in form reasonably satisfactory to the Agent, (b) be
                  certified by a Responsible Officer of the Company that such
                  statements are true and correct to the best of his/her
                  knowledge and are prepared in accordance with GAAP applied on
                  a basis consistent with the preceding month's statements, if
                  any, and (c) contain a certificate by such officer stating
                  that to the best of such officer's knowledge, no Default or
                  Event of Default has occurred during such period and that as
                  of the date of the certificate, no Default or Event of Default
                  exists, except as specified in such certificate. Such
                  certificate will be in the form of the attached J. Those
                  financial statements will include a balance sheet as of the
                  end of such month and statements of income and retained
                  earnings and changes in financial position (or cash flow
                  statements) for such month. The Agent will promptly send a
                  copy of such statements and certificate to each Lender.

9.4               QUARTERLY STATEMENTS. The Company will furnish the Agent
                  within forty-five (45) days after the end of each Fiscal
                  Quarter copies of financial statements for the Company and its
                  Subsidiaries, which financial statements will: (a) be in
                  reasonable detail and in form reasonably satisfactory to the
                  Agent; (b) be certified by a Responsible Officer of the
                  Company that such statements are true and correct to the best
                  of his/her knowledge and are prepared in accordance with GAAP
                  applied on a basis consistent with the preceding quarter's
                  statements, if any; and (c) contain a certificate by each such
                  officer (i) covering the matters described in Section 9.3(c),
                  above, and (ii) stating that to the best of such officer's
                  knowledge, at the end of and during such period the Company
                  and its Subsidiaries have observed or performed or satisfied
                  all agreements, orders, decrees or other requirements
                  applicable to or imposed upon them by any federal or state


                                      -72-
<PAGE>   86

                  department or agency regulating their government contracting
                  activities, except as specified in such certificate. Such
                  certificates will be in the form of the attached Exhibit I.
                  Those financial statements will include a balance sheet as of
                  the end of such quarter, a statement of income, retained
                  earnings and cash flow for such quarter, setting forth in each
                  case in comparative form the corresponding figures for the
                  corresponding periods in the preceding fiscal year. The Agent
                  will promptly send a copy of such financial statements and
                  certificates to each Lender.

         9.5      AUDITS. At its discretion at any time after an Event of
                  Default, the Agent may engage an independent appraiser to
                  perform a valuation of the Company and its business. The
                  report of such appraiser will be for the Lenders' sole use and
                  all reasonable fees and expenses relating to such valuation
                  shall be paid by the Company upon demand.

         9.6      ANNUAL STATEMENTS. The Company will furnish the Agent within
                  ninety (90) days after the end of each fiscal year, with
                  copies of annual audited financial statements for the Company
                  and its Subsidiaries, which will include a balance sheet of
                  the Company and its Subsidiaries as of the end of such year,
                  and a statement of income, retained earnings and cash flow for
                  such year. The audited financial statements will contain the
                  unqualified opinion of an independent certified public
                  accountant acceptable to the Agent and a certificate stating
                  that in making their audit they obtained no knowledge of the
                  existence of any Default or Event of Default and its
                  examination will have been made in accordance with generally
                  accepted auditing standards and such opinion will contain a
                  report reasonably satisfactory to the Agent of any
                  inconsistency in the application of generally accepted
                  accounting principles with the preceding years' statements.
                  Concurrently with the delivery of the foregoing financial
                  statements, a Responsible Officer of the Company will deliver
                  to the Agent certificates with respect to such annual
                  statements in the form required by Section 9.3, above. The
                  Agent will promptly send a copy of such financial statements
                  and certificates to each Lender.

         9.7      AUDITOR'S LETTERS. Concurrently with delivery of annual
                  audited financial statements, the Company shall furnish copies
                  of any letter, other than routine correspondence or
                  communications, directed to the management of the Company or
                  any of its Subsidiaries by its auditors or independent
                  accountants, relating to its financial statements, accounting
                  procedures, financial condition, tax returns, or the like, for
                  fiscal year then being reported.

         9.8      ANNUAL BUDGETS, FORECASTS AND COMPARISONS. Concurrently with
                  delivery of annual audited financial statements, the Company
                  will submit to the Agent a copy of the Company's annual budget
                  and financial forecast for the succeeding fiscal year, at a
                  minimum, including a summary of the Company's strategic
                  operating plan together with key assumptions underlying the
                  forecast, all in form and content acceptable to Agent. With
                  each of the financial statements delivered in accordance with
                  Sections 9.3, 9.4 and 9.6, above, the Company will deliver


                                      -73-
<PAGE>   87

                  statements for each division of the Company comparing actual
                  performance to projected and prior year's performance for such
                  period.

         9.9      NOTICES OF DEFAULT. Promptly after the Company obtains
                  knowledge thereof, the Company will notify the Agent of any
                  Default, Event of Default or Potential Default, the nature
                  thereof, period of existence thereof and action the Company
                  proposes to take with respect thereto.

         9.10     PAYMENT OF CHARGES. The Company will pay and discharge when
                  due all taxes, assessments and governmental charges and levies
                  imposed upon it, its income, profit, business or assets, and
                  all other lawful claims of any kind which, if unpaid, might
                  become a lien or charge upon all or any part of its assets,
                  except those which currently are being contested in good faith
                  by appropriate proceedings and for which the Company has set
                  aside adequate reserves in accordance with GAAP, but any such
                  disputed item will be paid forthwith upon the commencement of
                  any proceeding for the foreclosure of any lien which may have
                  attached with respect thereto, unless the Agent will have
                  received an opinion in form and substance and from legal
                  counsel of the Company acceptable to it that such proceeding
                  is without merit.

         9.11     EXISTENCE; OPERATIONS. The Company and each Subsidiary of the
                  Company will maintain and preserve its corporate existence and
                  right to carry on its business; maintain and preserve all
                  material rights, powers, privileges and franchises; continue
                  in operation in substantially the same manner as at present,
                  except where such operation is rendered impossible by a fire,
                  strike or other events beyond their control; keep its real and
                  personal properties in good operating condition and repair;
                  make all necessary and proper repairs, renewals, replacements,
                  additions and improvements thereto and comply with the
                  provisions of all leases to which it is a party or under which
                  it occupies or holds real or personal property so as to
                  prevent any loss or forfeiture thereof or thereunder.

         9.12     INSURANCE. The Company and each of its Subsidiaries will keep
                  its insurable real and personal property insured with
                  responsible insurance companies reasonably satisfactory to the
                  Agent against loss or damage by fire, windstorm and other
                  hazards which are commonly insured against with an extended
                  coverage endorsement in an amount equal to not less than
                  eighty percent (80%) of the insurable value thereof on a
                  replacement cost basis (or, if greater, the amount necessary
                  so that the insured will not be deemed a co-insurer under any
                  coinsurance provisions of any such policy) and also maintain
                  public liability insurance and flood insurance in a reasonable
                  amount. In addition, the Company will and will cause its
                  Subsidiaries to maintain extended liability insurance covering
                  their operations in a reasonable amount considering the type
                  of business operations of such Persons and the amount and form
                  of such insurance and the companies issuing such insurance
                  shall be consistent with the quality, form and amount of
                  insurance presently maintained by such parties. All such
                  policies shall provide that thirty (30) days' prior written
                  notice must be given to the Agent before such policy is
                  altered or cancelled. All casualty policies shall name the


                                      -74-
<PAGE>   88

                  Agent as lender loss payee and additional insured (for the
                  benefit of Lenders) (or, if applicable, a standard mortgagee
                  clause and waiver of insurer's right of subrogation against
                  funds paid under the standard mortgagee endorsement). The
                  right to adjust all claims under such policies and all amounts
                  recoverable under such policies hereby are assigned to the
                  Agent (for the benefit of the Lenders); and the amounts
                  collected by the Agent, at the option of the Agent, may be
                  used in any one or more of the following ways: (a) applied to
                  the payment of any sums then in default under the Obligations;
                  (b) used to fulfill any Obligations that the Company has
                  failed to perform; (c) unless the insurer denies liability to
                  any insured, used to restore the applicable property to a
                  condition satisfactory to the Agent on such terms and
                  conditions as the Agent may determine; (d) released to the
                  Company; and/or (e) applied to any of the Obligations, whether
                  matured or unmatured. Schedules of all insurance of the
                  Company and its Subsidiaries will be submitted to the Agent
                  upon request. Such schedules will contain a description of the
                  risks covered, the amounts of insurance carried in each risk,
                  the name of the insurer and the cost of such insurance to the
                  insured. Such schedules will be supplemented by the Company
                  from time to time to reflect any change in insurance coverage.
                  The Company will deliver to Agent certificates representing
                  such insurance policies on the Closing Date and thereafter
                  updated certificates at least thirty (30) days prior to the
                  expiration of each insurance policy date as reflected in the
                  prior certificates evidencing that the premiums for such
                  policies have been paid in full.

         9.13     COMPLIANCE WITH LAWS. The Company and each of its Subsidiaries
                  will comply with all laws, regulations and court and
                  governmental orders applicable to it, any of its assets or the
                  operation of its business, including without limitation those
                  relating to environmental, insurance, health and employee
                  benefit matters, the failure to comply with which, whether
                  considered individually or in the aggregate, could materially
                  adversely affect the ability of the Company or its
                  Subsidiaries to pay or perform any of the Obligations or the
                  business, operations, assets, prospects or condition
                  (financial or otherwise) of the Company or any of its
                  Subsidiaries.

         9.14     ENVIRONMENTAL VIOLATIONS. The Company will immediately notify
                  the Agent of any violation of any rule, regulation, statute,
                  ordinance, or law relating to public health or the
                  environment.

         9.15     ENVIRONMENTAL AUDIT AND OTHER ENVIRONMENTAL INFORMATION. The
                  Company will provide copies of all environmental reports,
                  audits, studies, data, results, and findings obtained by the
                  Company or any of its Subsidiaries from work conducted by the
                  Company or any Subsidiaries thereof or any other Person
                  (including, but not by way of limitation, the United States
                  Environmental Protection Agency and any state Environmental
                  Protection Agency and their agents, representatives, and
                  contractors) on any property of the Company or any Subsidiary
                  thereof or property adjacent thereto. Copies of all such
                  existing reports, audits, studies, data, results and data will
                  be delivered to the Agent on or before the Closing Date, and
                  any and all such materials hereafter obtained will be
                  delivered to the Agent as



                                      -75-
<PAGE>   89

                  soon as such reports, audits, studies, data, results, and
                  findings become available to any of the Company. If the
                  submissions are considered inadequate or insufficient in order
                  for the Agent to adequately consider the status of
                  environmental compliance or if the submissions are in error,
                  then the Agent may require the Company, at the Company's sole
                  expense, to engage an independent engineering firm acceptable
                  to the Agent to conduct a complete environmental report,
                  study, finding or audit in as timely a fashion as is
                  reasonably possible. In addition, the Company will provide the
                  Agent with information related to remedial action at any
                  property, the Company or any Subsidiary thereof or adjacent to
                  such property as soon as such information becomes available to
                  the Company or any Subsidiary thereof (such information will
                  include but not be limited to a copy of the Remedial
                  Investigation/Feasibility Study for that property).

         9.16     BUSINESS NAMES AND LOCATIONS. The Company will immediately
                  notify the Agent of any change in the name under which the
                  Company or any of its Subsidiaries conducts its business and,
                  unless the Agent otherwise consents in writing pursuant to
                  this Fourth Restated Credit Agreement, keep and maintain all
                  of the Collateral only at the addresses listed in the
                  Disclosure Schedule (and, as to any address disclosed therein
                  as a subcontractor location for Inventory, not permit at any
                  time the value of such Inventory at any such location to
                  exceed $200,000) and keep the principal places of business of
                  the Company and each Subsidiary thereof at the addresses
                  specified in the Disclosure Schedule. The Company will notify
                  the Agent immediately upon the opening or closing of any place
                  from which the Company or any Subsidiary thereof conducts
                  business.

         9.17     ACCOUNTS. So long as any of the Credit Facilities are in
                  effect, the Agent will remain the primary bank of account of
                  the Company and its Subsidiaries.

         9.18     ERISA COMPLIANCE. The Company will, and will cause its
                  Subsidiaries to, (a) comply in all material respects with the
                  applicable provisions of ERISA and (b) furnish to the Agent
                  (i) as soon as possible, and in any event within thirty (30)
                  days after any Responsible Officer of the Company or any ERISA
                  Affiliate knows or has reason to know that any Reportable
                  Event has occurred that alone or together with any other
                  Reportable Event could reasonably be expected to result in
                  liability of the Company to the PBGC in an aggregate amount
                  exceeding $500,000 a statement of a financial officer of the
                  Company, setting forth details as to such Reportable Event and
                  the action that the Company proposes to take with respect
                  thereto, together with a copy of the notice of such Reportable
                  Event, if any, given to the PBGC, (ii) promptly after receipt
                  thereof, a copy of any notice the Company or any ERISA
                  Affiliate may receive from the PBGC relating to the intention
                  of the PBGC to terminate any Plan or Plans (other than a Plan
                  maintained by an ERISA Affiliate which is considered an ERISA
                  Affiliate only pursuant to subsection (m) or (o) of Code
                  Section 414) or to appoint a trustee to administer any such
                  Plan, (iii) within ten (10) days after the due date for filing
                  with the PBGC pursuant to Section 412(n) of the Code of a
                  notice of failure to make a required installment or other
                  payment with respect to a Plan, a statement of a



                                      -76-
<PAGE>   90

                  financial officer of the Company setting forth details as to
                  such failure and the action that the Company proposes to take
                  with respect thereto together with a copy of any such notice
                  given to the PBGC and (iv) promptly and in any event within
                  thirty (30) days after receipt thereof by the Company or any
                  ERISA Affiliate from the sponsor of a Multiemployer Plan, a
                  copy of each notice received by the Company or any ERISA
                  Affiliate concerning (A) the imposition of Withdrawal
                  Liability in an amount exceeding $500,000 or (B) a
                  determination that a Multiemployer Plan is, or is expected to
                  be, terminated or in reorganization, both within the meaning
                  of Title IV of ERISA, and which, in each case, is expected to
                  result in an increase in annual contributions of the Company
                  or an ERISA Affiliate to such Multiemployer Plan in an amount
                  exceeding $500,000.

         9.19     FURTHER ASSURANCES. The Company will execute and deliver, or
                  cause to be executed and delivered, all such additional
                  documents, agreements and instruments (including but not
                  limited to Uniform Commercial Code financing statements) as
                  the Agent or the Lenders may reasonably request in order to
                  effectuate the transactions contemplated hereby or by the
                  Security Documents or to preserve, protect, or perfect the
                  rights of the Agent, or the Lenders hereunder, with respect to
                  the Collateral.

         9.20     COMPLIANCE WITH AGREEMENTS. The Company will observe, or cause
                  to be observed, all obligations, covenants and agreements
                  applicable to the Company or any Subsidiary thereof under the
                  Loan Documents.

10.      NEGATIVE COVENANTS. The Company covenants and agrees that from the date
         of execution of this Fourth Restated Credit Agreement until all of the
         Obligations have been fully paid and this Fourth Restated Credit
         Agreement terminated it will not, and it will cause each of its
         Subsidiaries to not:

         10.1     DEBT. Incur any Indebtedness other than: (a) the Credit
                  Facilities; (b) the existing Indebtedness described in the
                  Disclosure Schedule; (c) open account obligations incurred in
                  the ordinary course of business having maturities of less than
                  seventy-five (75) days; (d) rental and lease payments as
                  described in Section 10.2, below; and (e) purchase money debt
                  up to $10,000 in the aggregate incurred in the connection with
                  the acquisition of capital assets limited to the specific
                  assets acquired with such financing (subject to the
                  acquisition of such assets and incurrence of such debt being
                  otherwise permitted by the terms of this Fourth Restated
                  Credit Agreement).

         10.2     LEASES. Enter into or permit to remain in effect: (i) any
                  operating rental or lease agreement for real or personal
                  property whose term, including renewal options, exceeds five
                  (5) years (except for the term of the Lease dated as of
                  February 26, 1999 (the "Scottsburg Lease") between the Company
                  and Indiana Properties, LLC) which on an annual basis would
                  exceed $600,000, or (ii) any capital lease agreement for real
                  or personal property whose term, including renewal options,
                  exceeds five (5) years and which on an annual basis would
                  exceed $50,000. Notwithstanding the above to the contrary, the
                  Company may enter into leases



                                      -77-
<PAGE>   91

                  funded by KeyBank National Association pursuant to the lease
                  facility between KeyBank National Association and the Company;
                  provided that the Company's and its Subsidiaries' aggregate
                  financial commitment thereunder does not exceed $2,000,000
                  during the term of this Fourth Restated Credit Agreement.

         10.3     LIENS. Incur, create, assume, become or be liable in any way,
                  or suffer to exist any mortgage, pledge, lien, charge or other
                  encumbrance of any nature whatsoever on any of their
                  respective assets, now or hereafter owned, other than
                  Permitted Liens; be bound by or subject to any agreement or
                  option to do so; or be bound by or subject to any agreement
                  (other than this Fourth Restated Credit Agreement) not to do
                  so (including but not limited to any agreement that imposes a
                  requirement that equal and ratable security be given in
                  connection therewith or attaches any other condition to any
                  such matter.

         10.4     LEVERAGE RATIO. Permit the Leverage Ratio for the Company and
                  its Subsidiaries to exceed the following at the end of any
                  calendar quarter during the following calendar years:

                           YEAR        RATIO
                         -------   -------------

                           2000     3.75 to 1.00

                           2001     3.50 to 1.00

                           2002     3.25 to 1.00

         10.5     FIXED CHARGE COVERAGE RATIO. Permit the Fixed Charge Coverage
                  Ratio for the Company and its Subsidiaries to be less than
                  1.25 to 1.00 as of the end of any Fiscal Quarter.

         10.6     TANGIBLE NET WORTH. Permit Tangible Net Worth for the Company
                  and its Subsidiaries to be less than $8,000,000 (provided,
                  however, that this amount will be reduced to $4,000,000 if the
                  Uniflex Acquisition is completed), plus 50% of positive
                  consolidated net income (without deduction for any losses)
                  earned from the Closing Date to the date of determination,
                  plus 100% of the proceeds from any issuance by the Company or
                  any of its Subsidiaries to any Person of (a) shares of its
                  capital stock or other equity interests, (b) any shares of its
                  capital stock or other equity interests pursuant to the
                  exercise of options or warrants or (c) any shares of its
                  capital stock or other equity interests pursuant to the
                  conversion of any debt securities to equity.

         10.7     GUARANTEES. Except in connection with the endorsement and
                  deposit of checks in the ordinary course of business for
                  collection, guarantee, endorse, assume or otherwise in any way
                  be or become contingently liable or responsible for, directly
                  or indirectly, the obligation of any Person.



                                      -78-
<PAGE>   92

         10.8     CORPORATE CHANGES. Amend or change its Articles of
                  Incorporation or Code of Regulations, recapitalize or
                  otherwise change or adjust its capital stock, other than the
                  conversion of Indebtedness to equity upon terms satisfactory
                  to the Lenders.

         10.9     REDEMPTIONS. Purchase, retire, redeem or otherwise acquire for
                  value, directly or indirectly, any shares of its capital
                  stock, membership interests or other equity interests now or
                  hereafter outstanding, or authorize or set aside any funds or
                  other property for any such purpose; PROVIDED, HOWEVER, that
                  the Company may utilize up to $250,000 in any Fiscal Year for
                  such redemptions ("Permitted Stock Buybacks"). Unexpended
                  amounts from the prior Fiscal Year may not be carried forward
                  to the next Fiscal Year.

         10.10    DIVIDENDS. Declare or pay dividends of any kind on any shares
                  of capital stock now or hereafter outstanding or make any
                  other distribution of cash or property to its shareholders, or
                  authorize or set aside any funds or other property for any
                  such purpose. No dividend may be paid if at the time of making
                  or declaring such dividend and after giving effect thereto any
                  Default or Event of Default exists and no dividend may be paid
                  if a Default or Event of Default has been waived by the
                  Lenders, but not cured by the Company.

         10.11    INVESTMENTS, LOANS AND ADVANCES. Make or commit to make any
                  loan, extension of credit, advance or contribution of capital
                  to any Person, or purchase, acquire or hold any stock, equity
                  interest, other securities or evidences of indebtedness of, or
                  make any investment or purchase, acquire or hold any interest
                  whatsoever in, any other Person other than (a) loans,
                  extensions of credit, advances or contributions of capital to
                  its Subsidiaries in an amount not to exceed $500,000 in the
                  aggregate; (b) advances to employees of the Company not to
                  exceed $10,000 per employee or $100,000 in the aggregate when
                  cumulated with all other such employee advances to cover
                  reasonable expenses of employees, such as travel expenses, or
                  to cover reasonable cash advances against employees' salaries;
                  and (c) short term investments of excess working capital
                  invested in one or more of the following: (i) investments (of
                  one (1) year or less) in direct or guaranteed obligations of
                  the United States, or any agencies thereof; and (ii)
                  investments (of one (1) year or less) in certificates of
                  deposit of banks or trust companies organized under the laws
                  of the United States or any jurisdiction thereof, PROVIDED
                  that such banks or trust companies are insured by the Federal
                  Deposit Insurance Corporation and have capital in excess of
                  $150,000,000.

         10.12    MERGER OR SALE OF ASSETS. Merge or consolidate with or into
                  any other Person, dissolve or sell, lease or otherwise dispose
                  of any of its assets (or enter into an agreement to do any of
                  the foregoing), or permit any of its Subsidiaries to do any of
                  the foregoing, except for: (i) sale of inventory in the
                  ordinary course of business; and (ii) other dispositions of
                  obsolete, under-utilized or idle assets in the ordinary course
                  of business or with the prior written consent of the Agent.

         10.13    ACQUISITIONS. Other than Permitted Acquisitions, purchase,
                  lease or otherwise acquire all or any substantial part of the
                  assets of any Person, or commit to enter



                                      -79-
<PAGE>   93

                  into any Acquisition, or create any Subsidiary, or enter into
                  any joint venture or partnership, or permit any Subsidiary to
                  do any of the foregoing without the prior written consent of
                  the Required Lenders in each instance.

         10.14    TRANSFER OF COLLATERAL. Transfer, or permit the transfer, to
                  another location of any of the Collateral or the books and
                  records related to any of the Collateral; PROVIDED, HOWEVER,
                  that the Company may transfer Collateral or the books and
                  records related thereto to another location with the prior
                  written consent of the Agent and if the Company has provided
                  to the Agent prior to such transfer an opinion addressed to
                  the Agent in the form and substance and written by counsel
                  acceptable to the Agent to the effect that the perfection and
                  priority of the Agent's security interest in the Collateral
                  will not be affected by such move or if it will be affected,
                  setting forth the steps necessary to continue the perfection
                  and priority of the Agent's security interest together with
                  the commencement of such steps by the Company at its expense.

         10.15    SALE AND LEASEBACK. Directly or indirectly enter into any
                  arrangement to sell or transfer all or any part of its fixed
                  assets and thereupon or within one (1) year thereafter rent or
                  lease (or permit any Subsidiary to rent or lease) any assets
                  so sold or transferred.

         10.16    LINE OF BUSINESS. Enter into any line or area of business
                  substantially different from the business or activities in
                  which it is presently engaged, or permit any Subsidiary to do
                  so.

         10.17    WAIVERS. Waive any right or rights of substantial value which,
                  singly or in the aggregate, is or are material to the
                  condition (financial or otherwise), properties, business or
                  operations of the Company.

         10.18    PAYMENTS TO SHAREHOLDERS AND AFFILIATES. Except for payments
                  permitted by Sections 10.9, 10.10 and 10.11 and except for
                  reasonable and customary salaries and bonuses, make any
                  payment or distribution (including, without limitation, debt
                  repayment, payment for goods or services, or otherwise) other
                  than reasonable and ordinary advances to cover reasonable
                  expenses of employees, such as travel expenses, to its
                  shareholders or to any Affiliate without the prior written
                  consent of the Agent.

         10.19    TRANSACTIONS WITH AFFILIATES. Enter into any transaction,
                  including, without limitation, any purchase, sale, transfer,
                  lease or exchange of property or the rendering of any service,
                  with any Affiliate, unless such transaction is otherwise
                  permitted under this Fourth Restated Credit Agreement, is in
                  the ordinary course of the Company's business and is on fair
                  and reasonable terms no less favorable to the Company than it
                  would obtain in a comparable arm's length transaction with a
                  non-Affiliate.

         10.20    POST-CLOSING MATTERS. Fail to deliver to the Lender the
                  documents, if any, noted as post-closing items on the Closing
                  Document List of even date herewith. Such



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                  documents will be delivered on or before the date specified in
                  the Closing Document List and will be in form and substance
                  satisfactory to the Lenders.

         10.21    BOND DOCUMENTS. Amend or otherwise modify, or agree to the
                  amendment or modification of, the Bond Documents to which the
                  Company is a party or to which the Company shall have a right
                  to consent to any amendment or modification, and fail to
                  obtain the consent of the Lenders whenever required under the
                  Indentures.

         10.22    LIMITATION ON OPTIONAL CALLS. Exercise its rights under the
                  Bond Documents to direct the Issuer to call the Bonds for any
                  optional redemption thereof or convert the interest rate
                  thereon to the Long Term Rate, unless the Company first
                  demonstrates to the reasonable satisfaction of the Lenders and
                  their legal counsel that at the time of such redemption or
                  conversion the Lenders will be fully reimbursed for all
                  drawings on the Letters of Credit in connection with such
                  redemption or conversion.

         10.23    EXCESS BORROWING. Permit the Advances to violate any of the
                  applicable Revolving Conditions.

11.      EVENTS OF DEFAULT. Upon the occurrence of any of the following events:

         11.1     PAYMENT. The non-payment of (a) any principal amount of any of
                  the Advances, (b) any mandatory prepayment pursuant to this
                  Fourth Restated Credit Agreement, (c) any amounts due under
                  this Fourth Restated Credit Agreement as reimbursement for a
                  drawing under the Letters of Credit or Standby Letters of
                  Credit, Letter of Credit Fees, or interest on any such drawing
                  or Letter of Credit Fees, (d) any interest, fees or other
                  amounts owing hereunder or under any of the other Loan
                  Documents within ten (10) days of when the same is due, or (e)
                  payments into the Sinking Fund Account; or

         11.2     BOND DOCUMENTS. Any of the events of default specified in the
                  Bond Documents; or

         11.3     COVENANTS. The default in the due observance of any other
                  covenant or agreement to be kept or performed by the Company
                  under the terms of this Fourth Restated Credit Agreement or
                  any of the Security Documents and the failure or inability of
                  the Company to cure such default within thirty (30) days of
                  the occurrence thereof; PROVIDED that such thirty (30) day
                  grace period will not apply to: (a) any default which in the
                  Agent's good faith determination is incapable of cure, (b) any
                  default that has previously occurred, (c) any default in any
                  negative covenants, (d) any payment default, (e) any failure
                  to maintain insurance or to permit inspection of the
                  Collateral or the books and records, or (f) any failure to
                  provide any notice required hereunder; or

         11.4     REPRESENTATIONS AND WARRANTIES. Any representation, warranty
                  or statement made by or on behalf of the Company in this
                  Fourth Restated Credit Agreement, in any other Loan Document
                  or in any report, certificate, opinion (including any



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                  opinion of counsel to the Company), financial statement or
                  other instrument furnished at any time under or in connection
                  with this Fourth Restated Credit Agreement or any of the
                  Obligations is false or erroneous in any material respect on
                  or as of the date made or any material breach thereof has been
                  committed; or

         11.5     OBLIGATIONS. Except as provided in Sections 11.1, 11.2 or
                  11.3, above, the default by the Company in the due observance
                  of any other covenant or agreement to be kept or performed by
                  the Company under the terms of any of the Obligations to any
                  Lender and the lapse of any applicable cure period provided in
                  such Obligations with respect to such default, or, if so
                  defined therein, the occurrence of any Event of Default or
                  Default and the Company's failure to cure such Event of
                  Default or Default within any applicable cure period (as such
                  terms are defined in the Obligations) under any of such
                  obligations; or

         11.6     EXECUTION, ATTACHMENT, ETC. The commencement of any
                  foreclosure proceedings, proceedings in aid of execution,
                  attachment actions, levies against, or the filing by any
                  taxing authority of a lien against, any of the Collateral; or

         11.7     LOSS, THEFT OR SUBSTANTIAL DAMAGE TO THE COLLATERAL. In
                  addition to the rights of the Agent to deal with proceeds of
                  insurance as provided herein, the loss, theft or substantial
                  damage to Collateral if the result of such occurrence (singly
                  or in the aggregate) is the failure or inability of the
                  Company to resume substantially normal operation of its
                  business within ninety (90) days of the date of such
                  occurrence; or

         11.8     JUDGMENTS. Unless in the opinion of the Agent adequately
                  insured or bonded, the entry of a final judgment for the
                  payment of money involving more than $500,000 against the
                  Company and the failure by the Company to discharge the same,
                  or cause it to be discharged, within ninety (90) days from the
                  date of the order, decree or process under which or pursuant
                  to which such judgment was entered, or to secure a stay of
                  execution pending appeal of such judgment; or the entry of one
                  or more final non-monetary judgment(s) or order(s) which,
                  singly or in the aggregate, does or could reasonably be
                  expected to (i) cause a material adverse change in the value
                  of the Collateral or the condition (financial or otherwise),
                  operations, properties or prospects of the Company, or (ii)
                  have a material adverse effect on the ability of the Company
                  to perform its obligations under this Fourth Restated Credit
                  Agreement or any of the other Loan Documents or any of the
                  Obligations, or (iii) have a material adverse effect on the
                  rights and remedies of the Agent under this Fourth Restated
                  Credit Agreement or any of the other Loan Documents or any of
                  the Obligations and the failure by the Company to secure a
                  stay of execution pending appeal of such judgment or order; or

         11.9     BANKRUPTCY, ETC. The Company (a) dissolves or is the subject
                  of any dissolution, winding up or liquidation; (b) becomes
                  insolvent; (c) makes a general assignment for the benefit of
                  creditors; or (d) files or has filed against the Company a
                  petition in bankruptcy, for a reorganization or an
                  arrangement, or for a receiver, trustee or similar creditors'
                  representative for the property or assets of the Company or
                  any



                                      -82-
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                  part thereof, or any other proceeding under any federal or
                  state insolvency law (and if filed against the Company without
                  its acquiescence, the same is not contested by the Company
                  within ninety (90) days thereof and has not been dismissed or
                  discharged within ninety (90) days thereof); or

         11.10    IMPAIRMENT OF SECURITY. The validity or effectiveness of any
                  Loan Document or the transfer, grant, pledge, mortgage or
                  assignment by the Company of any lien hereunder or thereunder
                  to the Agent is impaired or contested; or any Security
                  Document is amended, hypothecated, subordinated, terminated or
                  discharged, or if any Person is released from any of its
                  covenants or obligations of such person thereunder any
                  Security Document except to the extent that the Agent
                  expressly consents in writing; or

         11.11    OTHER INDEBTEDNESS. A default in payment with respect to any
                  Indebtedness in excess of $250,000 in principal amount singly
                  or in the aggregate of or guaranteed by the Company (other
                  than to a Lender pursuant to the Credit Facilities); or any
                  other breach or default or event occurs with respect to any
                  such Indebtedness if the effect of such breach, default or
                  event is to accelerate the maturity of such Indebtedness (or
                  otherwise allow the holders to cause such Indebtedness to
                  become due prior to its stated maturity), whether or not such
                  breach, default or event is waived; PROVIDED, HOWEVER, that a
                  material adverse change default of the Lease Agreement between
                  PNC Leasing Corp. and the Company in and of itself will not be
                  deemed an Event of Default under this Fourth Restated Credit
                  Agreement; or

         11.12    AMENDMENT. Any amendment is made to the Bond Documents or any
                  waiver of the terms thereof is granted, or any action is taken
                  pursuant to the Bond Documents which requires the prior
                  written consent of the Agent and such consent is not obtained;

                  then in any such event ("Event of Default"), the Agent may
                  with the consent of the Lenders, or upon the request of the
                  Lenders shall, take any or all of the following actions
                  (provided that if any Event of Default specified in Section
                  11.9, above, occurs, the results described in clauses (a) and
                  (b), below, shall occur automatically):

                  a.       declare the Commitments terminated,

                  b.       declare all principal, interest and other amounts due
                           and payable hereunder and under the Loan Documents,
                           and the maximum amount available to be drawn under
                           all outstanding Letters of Credit, to be immediately
                           due and payable whereupon all such amounts shall
                           immediately be due and payable, without presentment,
                           demand, protest or notice of any kind, all of which
                           hereby are waived by the Company and require the
                           immediate purchase by the Company of all Bonds held
                           by the Agent and/or the deposit by the Company with
                           the Agent in a cash collateral account of an amount
                           equal to the Letter of Credit Amounts,



                                      -83-
<PAGE>   97

                  c.       exercise all rights and remedies under the Bond
                           Documents,

d.                         notify the Trustee of such Event of Default, direct
                           the Trustee to declare an Event of Default, as
                           defined in the Indenture, and accelerate the Bonds,
                           direct the Paying Agent to draw on the Letter of
                           Credit, and direct the Trustee to exercise remedies
                           under the Bond Document,

                  e.       by written notice to the Company, the Trustee, the
                           Tender Agent and the Remarketing Agent, terminate the
                           Liquidity Period, and

                  f.       exercise any other rights and remedies provided
                           hereunder, under any of the Loan Documents and/or by
                           applicable law. After the occurrence of any Event of
                           Default the Lenders are authorized at any time and
                           from time to time without notice to the Company to
                           offset, appropriate and apply to all or any part of
                           the Obligations all moneys, credits, deposits
                           (general or special, demand or time, provisional or
                           final) and other property of any nature whatsoever of
                           the Company now or at any time hereafter in the
                           possession of, in transit to or from, under the
                           control or custody of, or on deposit with (whether
                           held by the Company individually or jointly with
                           another party) any of the Lenders and any or all
                           indebtedness at any time owing by such Lender to or
                           for the credit or account of the Company. The rights
                           and remedies of the Lenders upon the occurrence of
                           any Event of Default will include but not be limited
                           to all rights and remedies provided in the Security
                           Documents and all rights and remedies provided under
                           applicable law. The Company irrevocably waives (a)
                           any requirement of marshalling of the Collateral upon
                           the occurrence of any Event of Default and (b) any
                           right to direct the application of any payments
                           received by any Lender or the Agent from or on behalf
                           of the Company after the occurrence of any Event of
                           Default.

12.      INTERCREDITOR LIEN AND PAYMENT PROVISIONS.

         12.1     LIEN PRIORITY.

                  12.1.1   The Company has granted to the Agent, for the benefit
                           of the Lenders, a lien on and security interest in
                           the Collateral to secure payment of the Obligations.
                           Notwithstanding the date, manner or order of
                           perfection, attachment or filing, all pledges, liens
                           and security interests of any kind that any Lender
                           now has or hereafter acquires in any or all of the
                           Collateral, are and shall be subordinate, inferior
                           and subject to the pledges, liens and security
                           interests of the Agent for the benefit of the Lenders
                           in the Collateral.

                  12.1.2   None of the Lenders will (i) release any Collateral
                           or (ii) take any action with respect to foreclosure
                           or repossession of any Collateral upon an Event of
                           Default without, in each case, the prior written
                           consent of the Agent and the Lenders, so long as this
                           Fourth Restated Credit Agreement



                                      -84-
<PAGE>   98

                           is in effect or any obligations exist between the
                           Company and the Lenders pursuant thereto or pursuant
                           to the Security Documents. The Lenders will cooperate
                           with each other with regard to all such actions with
                           respect to such Collateral and in all events, sums
                           due and owing the Lenders under this Fourth Restated
                           Credit Agreement, the Obligations or the other Loan
                           Documents will be paid out of any amounts realized
                           upon any disposition or other transfer of the
                           Collateral prior to the application thereof to any
                           other obligation of the Company to any Lender.

         12.2     PARTICIPATION IN LETTERS OF CREDIT. Immediately upon the
                  issuance of each Letter of Credit, the Agent shall be deemed
                  to have sold and transferred to each Lender, and each Lender
                  shall be deemed to have purchased and received from the Agent,
                  in each case irrevocably and without any further action by any
                  party, an undivided interest and participation in such Letter
                  of Credit, each drawing thereunder and the Obligations of the
                  Company under this Fourth Restated Credit Agreement related to
                  such Letter of Credit in an amount equal to the Ratable
                  Portion of such Lender therein, to the end that all of the
                  Lenders shall share the obligations and risks as to Letters of
                  Credit in accordance with their respective Ratable Portions.
                  Each Lender irrevocably agrees to pay to the Agent upon demand
                  at any time the amount of such Lender's participation in such
                  Letter of Credit Obligation.

         12.3     SHARING OF PAYMENTS, ETC.

                  12.3.1   Except as otherwise expressly required by the terms
                           of this Fourth Restated Credit Agreement each payment
                           or prepayment of principal, interest, fees, expenses
                           and other charges under the Credit Facilities and
                           each reduction of the Total Revolving Commitment will
                           be applied pro-rata among the Lenders in accordance
                           with their respective Ratable Portions applicable
                           thereto.

                  12.3.2   If any Lender at any time obtains any payment
                           (whether voluntary, involuntary, through the exercise
                           of any right of set-off, or otherwise) on account of
                           Advances or Letter of Credit Obligations owing to it,
                           as applicable (other than payments to the Agent in
                           respect of Letter of Credit Obligations, and payments
                           of fees and expenses to the Agent pursuant to
                           Sections 2.13.2(c), (d), and (e) and of indemnities
                           and expenses to the Agent pursuant to Sections
                           2.10.8, 16.12 and 16.13 hereof, in excess of its pro
                           rata share of payments on account of Advances or
                           Letter of Credit Obligations, as the case may be),
                           such Lender will forthwith purchase from the other
                           Lenders, such participations in the Advances or
                           Letter of Credit Obligations, as applicable, owing to
                           them as will be necessary to cause such purchasing
                           Lender to share the excess payment ratably with each
                           of them; PROVIDED, HOWEVER, that if all or any
                           portion of such excess payment is thereafter
                           recovered from such purchasing Lender, such purchase
                           from each Lender will be rescinded and such Lender
                           will repay to the purchasing Lender the purchase
                           price to the extent of such recovery



                                      -85-
<PAGE>   99

                           together with an amount equal to such Lender's
                           ratable share (according to the proportion of (i) the
                           amount of such Lender's required payment to (ii) the
                           total amount so recovered from the purchasing Lender)
                           of any interest or other amount paid or payable by
                           the purchasing Lender in respect of the total amount
                           so recovered. The Company agrees that any Lender so
                           purchasing a participation from another Lender
                           pursuant to this Fourth Restated Credit Agreement
                           may, to the fullest extent permitted by law, exercise
                           all of its rights of payment (including the right of
                           set-off) with respect to such participation as fully
                           as if such Lender were the direct creditor of the
                           Company in the amount of such participation.

                  12.3.3   The Company and the Lenders further acknowledge that
                           the Agent shall not be obligated to make any Advances
                           to the extent that any of the other Lenders do not
                           contribute their Ratable Portion of any Advance.

                  12.3.4   Each Lender's Ratable Portion of any payment
                           hereunder shall be reduced to the extent that such
                           Lender has not contributed its Ratable Portion of any
                           amount owing to the Agent hereunder.

                  12.3.5   Each Lender's obligation to purchase participation
                           interests pursuant to this Fourth Restated Credit
                           Agreement shall be absolute and unconditional.

                  12.3.6   Each Lender shall be entitled to receive from the
                           Agent its Ratable Portion of interest on Advances of
                           such Lender only as calculated based upon funds
                           actually received by the Agent from each Lender by
                           11:00 a.m. (Cincinnati time) on the day due from such
                           Lender. Funds received by the Agent after such cut
                           off time will be treated as having been received by
                           the Agent on the next Business Day following the day
                           on which received.

                  12.3.7   To the extent that the Agent shall have disbursed a
                           Borrowing on a day prior to receipt by the Agent of a
                           Lender's Ratable Portion of such Borrowing, interest
                           accrued and paid on such unfunded sums will be for
                           the account of the Agent.

         12.4     RECEIPT OF PAYMENTS BY LENDERS. Should any payment or
                  distribution not permitted by the provisions of this Fourth
                  Restated Credit Agreement or the Security Documents or
                  proceeds thereof be received by any Lender upon or with
                  respect to all or any part of the Notes, Letter of Credit
                  Obligations or the Obligations and/or the Collateral prior to
                  the full payment and satisfaction of the Obligations in the
                  priority set forth in this Section 12.4 and the termination of
                  all financing arrangements between the Lenders and the
                  Company, such Lender will deliver the same to the Agent in
                  precisely the form received (except for the endorsement or
                  assignment of the Lender where necessary), for application to
                  the Obligations (whether due or not due in such order and
                  manner as set forth herein), and, until so delivered, the same
                  shall be held in trust by such Lender as property of the Agent
                  on behalf of all of the Lenders. In the event of the failure
                  of any



                                      -86-
<PAGE>   100

                  Lender to make any such endorsement or assignment, the Agent
                  on behalf of all of the Lenders, or any of its officers or
                  employees on behalf of the Agent on behalf of all of the
                  Lenders, is hereby irrevocably authorized in its own name or
                  in the name of the Lenders to make the same, and is hereby
                  appointed each of the Lender's attorney-in-fact for those
                  purposes, that appointment being coupled with an interest and
                  irrevocable.

         12.5     DISTRIBUTIONS, ETC. In the event of any distribution, division
                  or application, partial or complete, voluntary or involuntary,
                  by operation of law or otherwise, of all or any part of the
                  assets of the Company or the proceeds thereof to creditors of
                  the Company or to any indebtedness, liabilities and
                  obligations of the Company, or upon any liquidation,
                  dissolution or other winding up of the Company's business, or
                  in the event of any sale (singly or in the aggregate) of all
                  or any substantial part of the assets of the Company, or in
                  the event of any receivership, insolvency or bankruptcy
                  proceeding, or assignment for the benefit of creditors, or any
                  proceeding by or against the Company for any relief under any
                  bankruptcy or insolvency law or other laws relating to the
                  relief of debtors, readjustment of indebtedness,
                  reorganization, compositions or extensions, then and in any
                  such event any payment or distribution of any kind or
                  character, either in cash, securities or other property,
                  whether or not on account of the Collateral, which shall be
                  payable or deliverable upon or with respect to all or any part
                  of the Obligations shall be paid or delivered directly to the
                  Agent for application to the Obligations (whether due or not
                  due in order and manner as set forth herein) until the
                  Obligations shall have been fully paid and satisfied. The
                  Lenders hereby irrevocably authorize and empower the Agent to
                  demand, sue for, collect and receive every such payment or
                  distribution and give acquittance therefor and to file claims
                  and take such other proceedings in the Agent's own name or in
                  the name of the Lenders or otherwise, as the Lender may deem
                  necessary or advisable to carry out the provisions of this
                  Section. The Lenders hereby agree to execute and deliver to
                  the Agent such limited powers of attorney, assignments,
                  endorsements or other instruments as may be requested by Agent
                  in order to enable the Agent to enforce any and all claims
                  upon or with respect to the Obligations and/or the Collateral,
                  and to collect and receive any and all payments or
                  distributions which may be payable or deliverable at any time
                  upon or with respect to the Obligations and/or the Collateral.

         12.6     BENEFIT. The provisions of this Section 12 are solely for the
                  benefit of the Lenders, and may at any time or times be
                  changed by the Lenders pursuant to Section 16.4, below, as
                  they may elect without necessity of notice to or consent or
                  approval by the Company or any other Person (other than the
                  Lenders pursuant to Section 16.4, below); and the Company, or
                  other Person shall not have any right to rely on or enforce
                  any of the provisions hereof.

13.      REPRESENTATIONS AND WARRANTIES TO SURVIVE. All representations,
         warranties, covenants and agreements made by the Company herein and in
         the other Loan Documents will survive the execution and delivery of
         this Fourth Restated Credit Agreement, the Security Documents and the
         issuance of the Notes.



                                      -87-
<PAGE>   101

14.      ENVIRONMENTAL INDEMNIFICATION. The Company assumes any liability or
         obligation of, or claims asserted against the Agent or any of the
         Lenders for loss, damage, fines, penalties, claims or duty to clean-up
         or dispose of wastes or materials on or relating to any of its assets,
         real or personal, owned or leased, regardless of any inspections of
         such assets made by the Agent or the Lenders prior to the consummation
         of this transaction or as a result of any conveyance of title to the
         Agent or the Lenders by foreclosure, deed in lieu of foreclosure, or
         otherwise. The Company agrees to remain fully liable and will indemnify
         and hold harmless Agent and the Lenders from any costs, expenses,
         clean-up costs, waste disposal costs, litigation costs, fines,
         penalties, including without limitation those costs, expenses,
         penalties and fines within the meaning of CERCLA, and other related
         liabilities. The provisions of this Section will survive any
         termination of this Fourth Restated Credit Agreement.

15.      THE AGENT.

         15.1     AUTHORIZATION AND ACTION. Each Lender hereby appoints and
                  irrevocably authorizes the Agent to take such action as agent
                  on its behalf and to exercise such powers and discretion under
                  this Fourth Restated Credit Agreement and the other Loan
                  Documents as are delegated to the Agent by the terms hereof or
                  thereof, together with such powers as are reasonably
                  incidental thereto. Without limitation of the foregoing, each
                  Lender hereby expressly authorizes the Agent to execute,
                  deliver and perform its obligations hereunder and under each
                  of the Loan Documents to which the Agent is a party, and to
                  exercise hereunder or thereunder all rights, powers and
                  remedies that the Agent may have hereunder or thereunder. Each
                  Lender agrees that any action taken by the Agent in accordance
                  with the provisions of this Fourth Restated Credit Agreement
                  or the Loan Documents, and the exercise by the Agent of the
                  powers set forth herein or therein, together with such other
                  powers as are reasonably incidental thereto, shall be
                  authorized and binding upon all Lenders. As to any matters not
                  expressly provided for hereunder or by the Loan Documents
                  (including, without limitation, enforcement or collection of
                  the Obligations), the Agent will not be required to exercise
                  any discretion or take any action, but will be required to act
                  or to refrain from acting (and will be fully protected in so
                  acting or refraining from acting) upon the instructions of the
                  Lenders, and such instructions will be binding upon all the
                  Lenders. The duties of the Agent will be mechanical and
                  administrative in nature and the Agent will have no fiduciary
                  relationship in respect of any Lender. If the Agent shall
                  request instructions from any Lenders with respect to any act
                  or failure to act in connection with this Fourth Restated
                  Credit Agreement, the Credit Facilities or any of the Loan
                  Documents, the Agent shall be entitled to refrain from such
                  act or taking such action unless and until the Agent has
                  received instructions and the Agent will have no liability to
                  any Person or Lender by reason of so refraining. The Agent
                  will not be required to take any action which exposes the
                  Agent to personal liability or is contrary to this Fourth
                  Restated Credit Agreement, any Security Document or applicable
                  law.

         15.2     AGENT'S RELIANCE, ETC. Neither the Agent, any Affiliate of the
                  Agent, nor any of their respective directors, officers,
                  agents, employees, attorneys or consultants



                                      -88-
<PAGE>   102

                  will be liable to any Lender for any action taken or omitted
                  to be taken by it or them under or in connection with this
                  Fourth Restated Credit Agreement, any of the Obligations, any
                  of the Collateral or any Loan Document, except for its or
                  their own gross negligence or willful misconduct. Without
                  limitation of the generality of the foregoing, the Agent: (a)
                  may consult with legal counsel (including counsel for the
                  Company), independent public accountants and other experts
                  selected by it and will not be liable for any action taken or
                  omitted to be taken in good faith by it in accordance with the
                  advice of such counsel, accountants or experts; (b) makes no
                  warranty or representation to any Lender and will not be
                  responsible to any Lender for any statements, warranties or
                  representations made in or in connection with this Fourth
                  Restated Credit Agreement, the Notes or any Loan Document; (c)
                  will not have any duty to ascertain or to inquire as to the
                  performance or observance of any of the terms, covenants or
                  conditions of this Fourth Restated Credit Agreement, the
                  Obligations or any Loan Document on the part of the Company or
                  as to the existence or possible existence of any Potential
                  Default, Default or Event of Default or to inspect the
                  property (including the books and records) of the Company; (d)
                  will not be responsible to any Lender for the due execution,
                  legality, validity, enforceability, genuineness, sufficiency
                  or value of this Fourth Restated Credit Agreement, the
                  Obligations or any Loan Document or any other instrument or
                  document furnished pursuant thereto; (e) will have no
                  obligation to any Person to assure that the Collateral exists
                  or is owned by the Company or is cared for, protected or
                  insured or has been encumbered or that the liens granted to
                  Agent pursuant to the Loan Documents have been created,
                  perfected, protected or enforced or are entitled to any
                  particular priority or to exercise at all or in any particular
                  manner or under any duty of care any right, authority or power
                  in respect of the Collateral; and (f) will incur no liability
                  under or in respect of this Fourth Restated Credit Agreement,
                  the Obligations or any Loan Document by acting upon any
                  notice, consent, certificate or other instrument or writing
                  (which may be by telephone, telegram, cable, telecopy or
                  telex) believed by it to be genuine and signed or sent by the
                  proper party or parties. The Agent will not be liable for any
                  apportionment or distribution of payments made by it in good
                  faith pursuant to this Fourth Restated Credit Agreement, and
                  if any such apportionment or distribution is subsequently
                  determined to have been made in error the sole recourse of any
                  Person to whom payment was due, but not made, shall be to
                  recover from the recipients of such payments any payment in
                  excess of the amount to which they are determined to have been
                  entitled.

         15.3     THE AGENT AND ITS AFFILIATES. With respect to its Commitments,
                  the Advances made or Letters of Credit issued by it, the Notes
                  issued to it, and the Collateral, the Agent will have the same
                  rights and powers under the Loan Documents as any other Lender
                  and may exercise the same as though it were not the Agent; and
                  the term "Lender" or "Lenders" will, unless otherwise
                  expressly indicated, include the Agent in its individual
                  capacity. The Agent and its Affiliates may accept deposits
                  from, lend money to, act as trustee under indentures of, and
                  generally engage in any kind of business with the Company or
                  the Company's Affiliates and any Person who may do business
                  with or own securities of the Company or the



                                      -89-
<PAGE>   103

                  Company's Affiliates, all as if it were not the Agent and
                  without any duty to account therefor to the Lenders.

         15.4     LENDER CREDIT DECISION. Each Lender acknowledges that it has,
                  independently and without reliance upon the Agent or any other
                  Lender and based on such documents and information as it has
                  deemed appropriate, made its own credit analysis and decision
                  to enter into this Fourth Restated Credit Agreement. Each
                  Lender also acknowledges that it will, independently and
                  without reliance upon the Agent or any other Lender and based
                  on such documents and information as it will deem appropriate
                  at the time, continue to make its own credit decisions in
                  taking or not taking action under or otherwise relating to
                  this Fourth Restated Credit Agreement, the Obligations, the
                  Collateral and the Security Documents; and the Agent will not
                  have any duty or responsibility at any time to provide any
                  Lender with any credit or other information with respect
                  thereto.

         15.5     INDEMNIFICATION. The Lenders agree to indemnify the Agent (to
                  the extent not reimbursed by the Company), ratably according
                  to their respective Commitments, from and against any and all
                  liabilities, obligations, losses, damages, penalties, actions,
                  judgments, suits, costs, expenses or disbursements of any kind
                  or nature whatsoever which may be imposed on, incurred by, or
                  asserted against the Agent in any way relating to or arising
                  out of this Fourth Restated Credit Agreement, the Notes, the
                  Letters of Credit, the Obligations or any of the Loan
                  Documents or any action taken or omitted by the Agent under
                  this Fourth Restated Credit Agreement, the Notes, the Letters
                  of Credit, the Obligations or any of the Loan Documents,
                  provided that no Lender will be liable for any portion of such
                  liabilities, obligations, losses, damages, penalties, actions,
                  judgments, suits, costs, expenses or disbursements resulting
                  from the Agent's gross negligence or willful misconduct.
                  Without limitation of the foregoing, each Lender agrees to
                  reimburse the Agent promptly upon demand for its ratable share
                  of any out-of-pocket expenses incurred by the Agent in
                  connection with the preparation, review, execution, delivery,
                  administration, modification, amendment or enforcement
                  (whether through negotiations, legal proceedings or otherwise)
                  of, or legal advice in respect of rights or responsibilities
                  under, this Fourth Restated Credit Agreement, the Notes, the
                  Letters of Credit, the Obligations or any of the Loan
                  Documents, or any of them, to the extent that the Agent is not
                  reimbursed for such expenses by the Company. The provisions of
                  this Section will survive the termination of this Fourth
                  Restated Credit Agreement.

         15.6     SUCCESSOR AGENT. The Agent may resign at any time as Agent
                  under this Fourth Restated Credit Agreement, the Notes or the
                  Loan Documents by giving written notice thereof to the Lenders
                  and the Company. Upon any such resignation, the Lenders will
                  appoint a successor Agent, which will be a commercial bank
                  organized under the laws of the United States of America or of
                  any State thereof and having a combined capital and surplus of
                  at least $150,000,000. So long as no Event of Default has
                  occurred, the Company shall have the right to approve any
                  successor Agent, which consent will not be unreasonably
                  withheld or delayed. Upon the acceptance of any appointment as
                  Agent hereunder by a



                                      -90-
<PAGE>   104

                  successor Agent, such successor Agent will thereupon succeed
                  to and become vested with all the rights, powers, privileges
                  and duties of the retiring Agent, and the retiring Agent will
                  be discharged from its duties and obligations under this
                  Fourth Restated Credit Agreement; PROVIDED, HOWEVER, that the
                  successor Agent will not be considered as a Lender for
                  purposes of this Fourth Restated Credit Agreement. After any
                  retiring Agent's resignation, the provisions of this Section
                  15 will inure to its benefit as to any actions taken or
                  omitted to be taken by it while it was Agent under this Fourth
                  Restated Credit Agreement. If the other Lenders request the
                  Agent to resign, then, prior to such resignation, the other
                  Lenders shall cause the Agent to be paid all amounts owed to
                  Agent hereunder, including, without limitation, the Agent's
                  Ratable Portion of all outstanding Advances and other
                  Obligations, replacement Letters of Credit shall be
                  substituted for any Letters of Credit issued by the Agent and
                  Letters of Credit outstanding pursuant to this Fourth Restated
                  Credit Agreement shall be returned to Agent without demand for
                  payment by the beneficiaries thereof.

         15.7     RELATIONS AMONG LENDERS.

                  15.7.1   Except as contemplated under this Fourth Restated
                           Credit Agreement, no Lender shall make any loan,
                           advance or other financial accommodation to the
                           Company without the prior written consent of all the
                           Lenders except for corporate credit cards issued by
                           any of the Lenders.

                  15.7.2   Each Lender agrees that it will not take or institute
                           any actions or proceedings, against the Company under
                           this Fourth Restated Credit Agreement or with respect
                           to any Collateral, without the prior written consent
                           of all the Lenders.

         15.8     BENEFIT. The provisions of this Section 15 are solely for the
                  benefit of the Agent and the Lenders, and may at any time or
                  times be changed by the Lenders as they may elect without
                  necessity of notice to or consent or approval by the Company
                  or other Person (other than the Lenders pursuant to Section
                  16.4, below); and the Company or other Person shall not have
                  any right to rely on or enforce any of the provisions hereof.
                  In performing its actions and duties under this Fourth
                  Restated Credit Agreement the Agent acts solely as Agent of
                  the Lenders and does not assume or have any obligation toward
                  or agency relationship with or for the Company.

16.      GENERAL.

         16.1     WAIVER. No delay or omission on the part of the Agent or any
                  Lender to exercise any right or power arising from any Event
                  of Default will impair any such right or power or be
                  considered a waiver of any such right or power or a waiver of
                  any such Event of Default or any acquiescence therein nor will
                  the action or nonaction of the Agent or any Lender in case of
                  such Event of Default impair any right or power arising as a
                  result thereof or affect any subsequent default or any other
                  default of the same or a different nature. No disbursement of
                  Advances, issuance



                                      -91-
<PAGE>   105

                  of Letters of Credit or Standby Letters of Credit or
                  disbursement under Letters of Credit or Standby Letters of
                  Credit hereunder will constitute a waiver of any of the
                  conditions to the Lenders' obligation to make further
                  disbursements; nor, in the event that the Company is unable to
                  satisfy any such condition, will any such disbursement have
                  the effect of precluding the Lenders from thereafter declaring
                  such inability to be a Default or an Event of Default. No
                  modification or waiver of any provision of this Fourth
                  Restated Credit Agreement or any of the Loan Documents, nor
                  consent to any departure by the Company therefrom, will be
                  established by conduct, custom or course of dealing; and no
                  modification, waiver or consent will in any event be effective
                  unless the same is in writing and specifically refers to this
                  Fourth Restated Credit Agreement, and then such waiver or
                  consent will be effective only in the specific instance and
                  for the purpose for which given. No notice to or demand on the
                  Company in any case will entitle the Company to any other or
                  further notice or demand in the same, similar or other
                  circumstance. Unless otherwise agreed in writing by all the
                  Lenders pursuant to Section 16.4 hereof, the liability of the
                  Company will not be affected by any surrender, exchange,
                  acceptance, or release by the Agent or any Lender of any party
                  or other person or any other guarantee or any security held by
                  it for any of the Obligations or by the Agent's or any
                  Lender's failure to take any steps to perfect or maintain its
                  lien or security interest in or to preserve any of its rights
                  to, any guarantee, security or other collateral for any of the
                  Obligations, by any delay or omission in exercising any right,
                  remedy or power with respect to any of the Obligations or any
                  guarantee or collateral therefor, or by any irregularity,
                  unenforceability or invalidity of any of the Obligations or
                  any security or guarantee therefor. Subject to Section 16.4
                  hereof, the Lenders at any time and from time to time, and
                  without impairing, releasing, discharging or modifying the
                  liabilities of the Company hereunder, may (a) without the
                  consent of or notice to the Company, change the manner,
                  amount, place or terms of payment or performance of or
                  interest rates on, or change or extend the time of payment of,
                  or other terms relating to, any of the Obligations, (b) renew,
                  substitute, modify, amend or alter, or grant consents or
                  waivers relating to, any of the Obligations without the
                  consent of or notice to the Company, (c) renew, substitute,
                  modify, amend or alter, or grant consents or waivers relating
                  to, any guarantee or any security for any guarantee, (d) apply
                  any and all payments received by a Lender by whomever paid or
                  however realized, including any proceeds of any Collateral, to
                  any of the Obligations in such order, manner and amount as
                  such Lender may determine in its sole discretion, (e) deal
                  with any Person in respect of the Obligations in such manner
                  as such Lender deems appropriate in its sole discretion and/or
                  (f) substitute any security or guarantee. Irrespective of the
                  taking or refraining from the taking of any such action, the
                  obligations of the Company shall remain in full force and
                  effect. The Lenders in their sole discretion may determine the
                  reasonableness of the period which may elapse prior to the
                  making of demand for any payment upon the Company and need not
                  pursue any remedy or remedies against any particular Company,
                  any other Person or any Collateral before having recourse
                  against the Company hereunder.



                                      -92-
<PAGE>   106

         16.2     NOTICES. Any notice, request, demand, direction or other
                  communication (for purposes of this Section 16.2 only, a
                  "Notice") to be given to or made upon any party hereto under
                  any provision of this Agreement shall be given or made by
                  telephone or in writing (which includes by means of electronic
                  transmission (i.e., "e-mail") or facsimile transmission or by
                  setting forth such Notice on a site on the World Wide Web (a
                  "Website Posting") if Notice of such Website Posting
                  (including the information necessary to access such site) has
                  previously been delivered to the applicable parties hereto by
                  another means set forth in this Section 16.2) in accordance
                  with this Section 16.2. Any such Notice must be delivered to
                  the applicable parties hereto at the addresses and numbers set
                  forth by their respective names below or in accordance with
                  any subsequent unrevoked Notice from any such party that is
                  given in accordance with this Section 16.2. Any Notice shall
                  be effective:

                           (a)      In the case of hand-delivery, when
                                    delivered;

                           (b)      If given by mail, four days after such
                                    Notice is deposited with the United States
                                    Postal Service, with first-class postage
                                    prepaid, return receipt requested;

                           (c)      In the case of a telephonic Notice, when a
                                    party is contacted by telephone, if delivery
                                    of such telephonic Notice is confirmed no
                                    later than the next Business Day by hand
                                    delivery, a facsimile or electronic
                                    transmission, a Website Posting or an
                                    overnight courier delivery of a confirmatory
                                    Notice (received at or before noon on such
                                    next Business Day);

                           (d)      In the case of a facsimile transmission,
                                    when sent to the applicable party's
                                    facsimile machine's telephone number, if the
                                    party sending such Notice receives
                                    confirmation of the delivery thereof from
                                    its own facsimile machine;

                           (e)      In the case of electronic transmission, when
                                    actually received;

                           (f)      In the case of a Website Posting, upon
                                    delivery of a Notice of such posting
                                    (including the information necessary to
                                    access such site) by another means set forth
                                    in this Section 16.2; and

                           (g)      If given by any other means (including by
                                    overnight courier), when actually received.

                  Notwithstanding the above, notices and communications to the
                  Agent pursuant to Sections 2 or 15, above, will not be
                  effective until received by the Agent. Any Lender giving a
                  Notice to the Company or any Subsidiary thereof shall
                  concurrently send a copy thereof to the Agent, and the Agent
                  shall promptly notify the other Lenders of its receipt of such
                  Notice.



                                      -93-
<PAGE>   107

         16.3     SUCCESSORS AND ASSIGNS.

                  16.3.1   This Fourth Restated Credit Agreement will be binding
                           upon and inure to the benefit of the Company and the
                           Lenders and their respective successors and assigns,
                           PROVIDED, HOWEVER, that the Company may not assign
                           this Fourth Restated Credit Agreement in whole or in
                           part without the prior written consent of the Agent.

                  16.3.2   Each Lender may, with the prior consent of the
                           Company, the Agent and the other Lender(s) (such
                           consent not to be unreasonably withheld but in the
                           case of the Company it will be deemed reasonable for
                           the Company to withhold its consent if as a result of
                           any assignment the total number of Lenders would be
                           greater than 6), assign to one or more banks or other
                           entities all or a portion of its rights and
                           obligations under this Fourth Restated Credit
                           Agreement (including, without limitation, all or a
                           portion of its Commitments, the Advances owing to it
                           and the Note or Notes held by it); PROVIDED, HOWEVER,
                           that (i) each such assignment will be of a uniform,
                           and not a varying, percentage of all rights and
                           obligations under and in respect of all of the Credit
                           Facilities, (ii) except in the case of an assignment
                           of all of a Lender's rights and obligations under
                           this Fourth Restated Credit Agreement, (A) the amount
                           of the Revolving Commitment of the assigning Lender
                           being assigned pursuant to each such assignment
                           (determined as of the date of the Assignment and
                           Acceptance with respect to such assignment) will in
                           no event be less than $1,000,000 and will be an
                           integral multiple of $500,000 and (B) after giving
                           effect to each such assignment, the amount of the
                           Revolving Commitment of the assigning Lender will in
                           no event be less than $1,000,000, and (iii) the
                           parties to each such assignment will execute and
                           deliver to the Agent, for its acceptance and
                           recording in the Register, an Assignment and
                           Acceptance, together with any Note or Notes subject
                           to such assignment and, for the sole account of the
                           Agent, a processing and recordation fee of $2,000.
                           Upon such execution, delivery, acceptance and
                           recording, from and after the effective date
                           specified in such Assignment and Acceptance, (x) the
                           assignee thereunder will be a party hereto and, to
                           the extent that rights and obligations hereunder have
                           been assigned to it pursuant to such Assignment and
                           Acceptance, have the rights and obligations of a
                           Lender hereunder (including but not limited to all
                           participation obligations with respect to Swingline
                           Loans and Letter of Credit Obligations) and (y) the
                           Lender assignor thereunder will, to the extent that
                           rights and obligations hereunder have been assigned
                           by it pursuant to such Assignment and Acceptance,
                           relinquish its rights and be released from its
                           obligations under this Fourth Restated Credit
                           Agreement (and, in the case of an Assignment and
                           Acceptance covering all or the remaining portion of
                           an assigning Lender's rights and obligations under
                           this Fourth Restated Credit Agreement, such Lender
                           will cease to be a party hereto).



                                      -94-
<PAGE>   108

                  16.3.3   The Agent will maintain at its address referred to
                           herein for notices a copy of each Assignment and
                           Acceptance delivered to and accepted by it and the
                           Register. The entries in the Register will be
                           conclusive and binding for all purposes, absent
                           manifest error, and the Company, the Agent and the
                           Lenders may treat each Person whose name is recorded
                           in the Register as a Lender hereunder for all
                           purposes of this Fourth Restated Credit Agreement.
                           The Register will be available for inspection by the
                           Company or any Lender at any reasonable time and from
                           time to time upon reasonable prior notice.

                  16.3.4   Upon its receipt of an Assignment and Acceptance
                           executed by an assigning Lender and an assignee,
                           together with any Note or Notes subject to such
                           assignment, the Agent will, if such Assignment and
                           Acceptance has been completed and is in substantially
                           the form delivered to the Lenders in connection with
                           the Closing, (i) accept such Assignment and
                           Acceptance, (ii) record the information contained
                           therein in the Register and (iii) give prompt notice
                           thereof to the Company. Within five (5) Business Days
                           after its receipt of such notice, the Company, at its
                           own expense, will execute and deliver to the Agent in
                           exchange for the surrendered Note or Notes a new Note
                           or Notes to the order of such assignee in an amount
                           equal to the applicable Commitment assumed by it
                           pursuant to such Assignment and Acceptance and, if
                           the assigning Lender has retained a Commitment
                           hereunder, a new Note or Notes to the order of the
                           assigning Lender in an amount equal to the Commitment
                           retained by it hereunder. Such new Note or Notes will
                           be in an aggregate principal amount equal to the
                           aggregate principal amount of such surrendered Note
                           or Notes, and will be dated the effective date of
                           such Assignment and Acceptance.

                  16.3.5   Each Lender may sell participations, in minimum
                           amounts of $1,000,000 each, to one or more banks or
                           other entities in all or a portion of its rights and
                           obligations under this Fourth Restated Credit
                           Agreement (including, without limitation, all or a
                           portion of its Commitments and the Advances owing to
                           it and the Note or Notes held by it); PROVIDED,
                           HOWEVER, that (i) such Lender's obligations under
                           this Fourth Restated Credit Agreement (including,
                           without limitation, its Commitments to the Company
                           hereunder and its participation obligations to the
                           Agent as to Letter of Credit Obligations) shall
                           remain unchanged, (ii) such Lender shall remain
                           solely responsible to the other parties hereto for
                           the performance of such obligations, (iii) such
                           Lender shall remain the holder of any such Notes for
                           all purposes of this Agreement, (iv) the Company, the
                           Agent and the other Lenders shall continue to deal
                           solely and directly with such Lender in connection
                           with such Lender's rights and obligations under this
                           Fourth Restated Credit Agreement, (v) no participant
                           under any such participation shall have any right to
                           approve any amendment or waiver of any provision of
                           any Loan Document, or any consent to any departure by
                           any party therefrom, and (vi) the assigning Lender
                           shall pay a $2,000 service charge



                                      -95-
<PAGE>   109

                           to the Agent. Notwithstanding the foregoing, the
                           Company agrees that each such participant shall, to
                           the extent provided in its participation, be entitled
                           to the rights and benefits under Sections 2.13, 2.14,
                           2.15 and 2.17, and, subject to Section 12, all rights
                           of setoff under this Fourth Restated Credit Agreement
                           with respect to its participating interest, in each
                           case, as if such participant were a Lender.

                  16.3.6   Any Lender may, in connection with any assignment or
                           participation or proposed assignment or proposed
                           participation pursuant to this Section 16, disclose
                           to the assignee or participant or proposed assignee
                           or proposed participant, any information relating to
                           the Company furnished to such Lender by or on behalf
                           of the Company.

         16.4     MODIFICATIONS. No modification, amendment or waiver of any
                  provision of this Fourth Restated Credit Agreement or any of
                  the Loan Documents nor consent to any departure therefrom by
                  the Company, nor any release of any Collateral, will in any
                  event be effective unless the same is in writing signed by the
                  Required Lenders and the Company and specifically refers to
                  this Fourth Restated Credit Agreement, and then such waiver or
                  consent will be effective only in the specific instance and
                  for the purpose for which given, provided, however, that no
                  amendment, waiver or consent will be effective without the
                  signed written consent of all the Lenders, to (a) change the
                  percentage amount of the Commitments or of the aggregate
                  unpaid principal amount of the Notes or the number of Lenders
                  which will be required for the Lenders or any of them to take
                  any action hereunder, (b) waive any Event of Default under
                  Section 11.1 hereof; (c) amend Sections 12 or 15 or this
                  Section 16.4; (d) increase any Commitment of any Lender; (e)
                  reduce any fees payable to any Lender or the rate of interest
                  on any Note held by any Lender; (f) postpone any date fixed
                  for any payment of fees, principal of, or interest on, any of
                  the Notes; (g) except for sales of assets expressly permitted
                  by this Fourth Restated Credit Agreement, release any
                  Collateral consisting of capital stock or other ownership
                  interests of the Company or any of its Subsidiaries or
                  substantially all of the assets of the Company or any of its
                  Subsidiaries, or any other security for the Obligations; or
                  (h) change the definition of Required Lenders; and PROVIDED
                  FURTHER, HOWEVER, that no amendment, waiver or consent will,
                  unless in writing and signed by the Agent in addition to all
                  of the Lenders, affect the rights or duties of the Agent under
                  this Fourth Restated Credit Agreement, the Letters of Credit,
                  the Obligations or any Loan Document. No notice to or demand
                  on the Company in any case will entitle the Company to any
                  other or further notice or demand in the same, similar or
                  other circumstance. Notwithstanding anything to the contrary
                  contained herein: (a) the Agent may in its sole discretion and
                  without the consent of the Lenders change the fees or expenses
                  for audits or legal services that the Company is required to
                  pay to Agent; provided, however, that any increase in such
                  fees shall not be effective unless the same is in writing and
                  signed by the Lenders and the Company; and (b) as long as the
                  fees provided herein are at the customary level as normally
                  charged by the Agent, such fees are not subject to this
                  Section 16.4.



                                      -96-
<PAGE>   110

         16.5     ILLEGALITY. If fulfillment of any provision hereof or any
                  transaction related hereto or of any provision of any of the
                  Loan Documents, at the time performance of such provision is
                  due, involves transcending the limit of validity prescribed by
                  law, then ipso facto, the obligation to be fulfilled will be
                  reduced to the limit of such validity; and if any clause or
                  provisions herein contained other than the provisions hereof
                  pertaining to repayment of the Obligations operates or would
                  prospectively operate to invalidate this Fourth Restated
                  Credit Agreement in whole or in part, then such clause or
                  provision only will be void, as though not herein contained,
                  and the remainder of this Fourth Restated Credit Agreement
                  will remain operative and in full force and effect; and if
                  such provision pertains to repayment of the Obligations, then,
                  at the option of the Lenders, all of the Obligations will
                  become immediately due and payable.

         16.6     GENDER, ETC. Whenever used herein, the singular number will
                  include the plural, the plural the singular and the use of the
                  masculine, feminine or neuter gender will include all genders.

         16.7     HEADINGS. The headings in this Fourth Restated Credit
                  Agreement are for convenience only and will not limit or
                  otherwise affect any of the terms hereof.

         16.8     PURPOSE. The Company hereby ratifies and confirms all of its
                  obligations, liabilities and indebtedness under the provisions
                  of the Credit Agreement as amended and restated by this Fourth
                  Restated Credit Agreement. The purpose of this Fourth Restated
                  Credit Agreement is to amend and restate the Credit Agreement.
                  The Agent, Lenders and the Company agree that nothing
                  contained herein shall be construed to extinguish, release or
                  discharge or constitute a novation of, or an agreement to
                  extinguish, (a) the continuing Obligations under the
                  provisions of the Credit Agreement as amended and restated by
                  this Fourth Restated Credit Agreement, (b) any of the Loan
                  Documents, (c) the security interests and liens created by any
                  of the Security Documents, and (d) any of the Obligations (as
                  defined in the Credit Agreement as amended and restated by
                  this Fourth Restated Credit Agreement); all of the foregoing
                  described in (a), (b), (c) and (d) above to continue and
                  remain in full force and effect.

         16.9     RATIFICATION. Agent, Lenders and the Company agree that any
                  and all of the terms and provisions of the Notes, the Security
                  Documents, and any and all other documents, instruments or
                  agreements evidencing, securing or pertaining to the
                  Obligations evidenced by the Notes and Credit Agreement shall,
                  except as modified and amended, hereby remain in full force
                  and effect as to the Collateral. The Company hereby ratifies
                  and extends the liens and security interests of any and all
                  security for the indebtedness evidenced by the Security
                  Documents, including, without limitation, the Mortgages until
                  the Obligations evidenced by the Fourth Restated Credit
                  Agreement have been paid in full and agrees that such
                  modification and renewal of the Obligations shall in no manner
                  affect or impair the Security Documents and that the lien
                  shall not in any manner be waived; the purpose of this
                  Agreement being to modify and renew the Obligations evidenced
                  by the Credit Agreement and the Loan Documents and to carry
                  forward all liens



                                      -97-
<PAGE>   111

                  securing the payment and performance of the Obligations, which
                  are acknowledged by the Company to be valid and subsisting.

         16.10    CLAIMS AND RELEASE OF CLAIMS. The Company and its Subsidiaries
                  each represents and warrants that neither the Company nor any
                  such Subsidiary has any claims, counterclaims, setoffs,
                  actions or causes of actions, damages or liabilities of any
                  kind or nature whatsoever whether at law or in equity, in
                  contract or in tort, whether now accrued or hereafter maturing
                  (collectively, "Claims" against the Lenders or the Agent,
                  their respective direct or indirect parent corporations or any
                  direct or indirect affiliates of such parent corporation, or
                  any of the foregoing's respective directors, officers,
                  employees, agents, attorneys and legal representatives, or the
                  successors or assigns of any of them (collectively, "Lender
                  Parties" that directly or indirectly arise out of, are based
                  upon or are in any manner connected with any Prior Related
                  Event. As an inducement to the Lenders and the Agent to enter
                  into this Fourth Restated Credit Agreement, the Company and
                  each of its Subsidiaries, jointly and severally, on behalf of
                  itself and all of its successors and assigns, hereby knowingly
                  and voluntarily releases and discharges all Lender Parties
                  from any and all Claims, whether known or unknown, that
                  directly or indirectly arise out of, are based upon or are in
                  any manner connected with any Prior Related Event. As used
                  herein, the term "Prior Related Event" means any transaction,
                  event, circumstance, action, failure to act, occurrence of any
                  sort or type, whether known or unknown, which occurred,
                  existed, was taken, permitted or begun at any time prior to
                  the Closing Date or occurred, existed, was taken, was
                  permitted or begun in accordance with, pursuant to or by
                  virtue of any of the terms of the Credit Agreement or any
                  documents executed in connection with the Credit Agreement or
                  which was related to or connected in any manner, directly or
                  indirectly to the Notes, Letter of Credit or Standby Letter of
                  Credit.

         16.11    EXECUTION IN COUNTERPARTS. This Fourth Restated Credit
                  Agreement may be executed in any number of counterparts and by
                  different parties hereto in separate counterparts, each of
                  which when so executed will be deemed to be an original and
                  all of which taken together will constitute one and the same
                  agreement.

         16.12    REMEDIES CUMULATIVE. No single or partial exercise of any
                  right or remedy by the Lenders will preclude any other or
                  further exercise thereof or the exercise of any other right or
                  remedy. All remedies hereunder and in any instrument or
                  document evidencing, securing, guaranteeing or relating to any
                  Loan or now or hereafter existing at law or in equity or by
                  statute are cumulative and none of them will be exclusive of
                  the others or any other remedy. All such rights and remedies
                  may be exercised separately, successively, concurrently,
                  independently or cumulatively from time to time and as often
                  and in such order as the Lenders may deem appropriate.

         16.13    COSTS, EXPENSES AND LEGAL FEES. The Company will be solely
                  responsible for any fees and expenses for appraisals, surveys,
                  title insurance, lien searches environmental reports,
                  recording fees, documentary taxes and similar items. The


                                      -98-
<PAGE>   112

                  Company agrees to reimburse on demand the Agent and the
                  Lenders for all reasonable out-of-pocket costs and expenses,
                  including, without limitation, due diligence and audit
                  expenses and reasonable fees and expenses of auditors,
                  attorneys (which attorneys may be the Agent's or any Lender's
                  employees and including, without limitation, the reasonable
                  fees and disbursements of Frost & Jacobs LLP, special counsel
                  for the Agent), and other advisors, expended or incurred in
                  the syndication of the Credit Facilities; the preparation,
                  review, negotiation, execution and delivery, and filing and
                  recording as necessary, of this Fourth Restated Credit
                  Agreement and the other amended Loan Documents; in amending,
                  supplementing, waiving or enforcing provisions of this Fourth
                  Restated Credit Agreement and the other amended Loan
                  Documents; in collecting any sum which is not paid when due
                  under this Fourth Restated Credit Agreement and the other
                  amended Loan Documents; and/or in the protection, perfection,
                  preservation and enforcement of any and all rights of the
                  Agent and the Lenders in connection with this Fourth Restated
                  Credit Agreement and any of the other amended Loan Documents.

         16.14    INDEMNITY. The Company will indemnify, defend and hold
                  harmless the Agent and Lenders, their respective directors,
                  officers, counsel and employees, from and against all claims,
                  demands, liabilities, judgments, losses, damages, costs and
                  expenses, joint or several (including all accounting fees and
                  attorneys' fees reasonably incurred), that any such
                  indemnified party may incur arising under or by reason of the
                  Company's failure to observe, perform or discharge the
                  Company's obligations, covenants, representations and duties
                  under this Fourth Restated Credit Agreement, any of the Credit
                  Facilities, Loan Documents or Collateral, except the willful
                  misconduct or gross negligence of such indemnified party.
                  Without limiting the generality of the foregoing, the Company
                  agrees that if, after receipt by the Agent or any Lender of
                  any payment of all or any part of the Obligations, demand is
                  made at any time upon the Agent and/or any Lender for the
                  repayment or recovery of any amount or amounts received by it
                  in payment or on account of the Obligations and the Agent
                  and/or Lender repays all or any part of such amount or amounts
                  by reason of any judgment, decree or order of any court or
                  administrative body, or by reason of any settlement or
                  compromise of any such demand, this Fourth Restated Credit
                  Agreement will continue in full force and effect and the
                  Company will be liable, and will indemnify, defend and hold
                  harmless the Agent and Lenders for the amount or amounts so
                  repaid. The provisions of this Section will be and remain
                  effective notwithstanding any contrary action which may have
                  been taken by the Company in reliance upon such payment, and
                  any such contrary action so taken will be without prejudice to
                  the Agent's and any Lender's rights under this Fourth Restated
                  Credit Agreement and will be deemed to have been conditioned
                  upon such payment having become final and irrevocable. The
                  provisions of this Section will survive the termination of
                  this Fourth Restated Credit Agreement.

         16.15    CONTINUING AGREEMENT. This Fourth Restated Credit Agreement is
                  and is intended to be a continuing agreement and will remain
                  in full force and effect until the Obligations are finally and
                  irrevocably paid in full and the Credit



                                      -99-
<PAGE>   113

                  Facilities, Commitments, Letters of Credit and Standby Letters
                  of Credit are terminated.

         16.16    COMPLETE AGREEMENT. This Fourth Restated Credit Agreement,
                  together with the exhibits and schedules hereto, the other
                  Loan Documents as amended, the Security Documents, the Bond
                  Documents and related documents delivered on the Closing Date
                  constitutes the entire agreement of the parties hereto
                  regarding the subject matter hereof and thereof and supersedes
                  any prior or written agreements or understandings regarding
                  such subject matter.

         16.17    NO THIRD PARTY BENEFICIARIES. Nothing express or implied
                  herein is intended or will be construed to confer upon or give
                  any person, firm or corporation, other than the parties
                  hereto, any right to remedy hereunder or by reason hereof.

         16.18    NO PARTNERSHIP OR JOINT VENTURE. Nothing contained herein or
                  in any of the agreements or transactions contemplated hereby
                  is intended or will be constructed to create any relationship
                  other than as expressly stated herein or therein and will not
                  create any joint venture, partnership or other relationship.

         16.19    GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL. THIS
                  FOURTH RESTATED CREDIT AGREEMENT WILL BE INTERPRETED AND THE
                  RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN
                  ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO. ANY LEGAL
                  ACTION OR PROCEEDING WITH RESPECT TO THIS FOURTH RESTATED
                  CREDIT AGREEMENT OR THE OBLIGATIONS MAY BE BROUGHT IN ANY
                  COURT(S) OF THE STATE OF OHIO, OR OF THE UNITED STATES OF
                  AMERICA FOR THE SOUTHERN DISTRICT OF OHIO, AND THE COMPANY
                  HEREBY ACCEPTS, GENERALLY, IRREVOCABLY AND UNCONDITIONALLY,
                  THE JURISDICTION OF ANY SUCH COURT AND CONSENTS THAT ANY
                  SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO
                  THE COMPANY AT THE ADDRESS SET FORTH HEREIN FOR NOTICES AND
                  SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5)
                  BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS,
                  POSTAGE PREPAID. THE COMPANY WAIVES ANY OBJECTION BASED ON
                  FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION
                  INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING HEREIN
                  CONTAINED SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO
                  SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
                  COMMENCE LEGAL PROCEEDINGS, ENFORCE ANY JUDGMENT OR OTHERWISE
                  PROCEED AGAINST THE COMPANY, ANY SECURITY OR ANY PROPERTY OF
                  THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND THE
                  LENDERS EACH UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT
                  TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS
                  FOURTH RESTATED CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS OR
                  ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.



                                     -100-
<PAGE>   114

         Signed at Cincinnati, Ohio, effective as of June 6, 2000.

<TABLE>
<CAPTION>
                                                              MULTI-COLOR CORPORATION
<S>                                                           <C>
Address for Notices:

Multi-Color Corporation
205 West Fourth Street, Suite 1140                            By:  /s/ Dawn H. Bertsche
Cincinnati, Ohio  45202                                       Print Name:   Dawn H. Bertsche
Attn:  Vice President - Finance                               Title:   Vice President

                                                              MCC-BATAVIA, LLC
Address for Notices:

MCC-Batavia, LLC
205 West Fourth Street, Suite 1140                            By:   /s/ Dawn H. Bertsche
Cincinnati, Ohio  45202                                       Print Name:    Dawn H. Bertsche
Attn:  Vice President - Finance                               Title:   Vice President

                                                              MCC-UNIFLEX, LLC
Address for Notices:

MCC-Uniflex, LLC
205 West Fourth Street, Suite 1140                            By:     /s/ Dawn H. Bertsche
Cincinnati, Ohio  45202                                       Print Name:    Dawn H. Bertsche
Attn:  Vice President - Finance                               Title:      Vice President

                                                              PNC BANK, NATIONAL
                                                              ASSOCIATION, ON ITS OWN BEHALF AS
Address for Notices:                                          LENDER AND AS AGENT

PNC Bank, National Association
201 East Fifth Street                                         By:     /s/ Warren F. Weber
Cincinnati, Ohio  45202                                       Print Name:  Warren F. Weber
Attn:  Corporate Banking                                      Title:   Vice President

                                                              KEYBANK NATIONAL ASSOCIATION,
Address for Notices:                                          AS LENDER

KeyBank National Association
525 Vine Street, 6th Floor                                    By:      /s/ Louis A. Fender
Cincinnati, Ohio 45202                                        Print Name:   Louis A. Fender
Attn:  Corporate Banking                                      Title:   Sr. Vice President
</TABLE>


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