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                                                                     Exhibit 4.1

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                                  [LOGO] CHASE

                                   $32,000,000
                                   Three Year
                                CREDIT AGREEMENT

                                   dated as of
                                January 31, 2001

                                      among

                          Genencor International, Inc.

                            The Lenders Party Hereto

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

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

                             CHASE SECURITIES INC.,
                          as Advisor, Book Manager and
                                  Lead Arranger

================================================================================

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<TABLE>
<S>                                                                                                             <C>
ARTICLE I         DEFINITIONS.....................................................................................5
   SECTION 1.01.  DEFINED TERMS...................................................................................5
   SECTION 1.02.  CLASSIFICATION OF LOANS AND BORROWINGS.........................................................25
   SECTION 1.03.  TERMS GENERALLY................................................................................25
   SECTION 1.04.  ACCOUNTING TERMS; GAAP.........................................................................26
   SECTION 1.05.  FOREIGN CURRENCY EQUIVALENTS; CURRENCY FLUCTUATIONS............................................26
ARTICLE II        THE CREDITS....................................................................................26
   SECTION 2.01.  COMMITMENTS....................................................................................26
   SECTION 2.02.  LOANS AND BORROWINGS...........................................................................27
   SECTION 2.03.  REQUESTS FOR BORROWINGS........................................................................27
   SECTION 2.04.  FUNDING OF BORROWINGS..........................................................................28
   SECTION 2.05.  INTEREST ELECTIONS.............................................................................29
   SECTION 2.06.  TERMINATION AND REDUCTION OF COMMITMENTS.......................................................30
   SECTION 2.07.  REPAYMENT OF LOANS; EVIDENCE OF DEBT...........................................................31
   SECTION 2.08.  PREPAYMENT OF LOANS............................................................................32
   SECTION 2.09.  FEES...........................................................................................32
   SECTION 2.10.  INTEREST.......................................................................................33
   SECTION 2.11.  ALTERNATE RATE OF INTEREST.....................................................................34
   SECTION 2.12.  INCREASED COSTS................................................................................35
   SECTION 2.13.  BREAK FUNDING PAYMENTS.........................................................................36
   SECTION 2.14.  TAXES..........................................................................................37
   SECTION 2.15.  PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS....................................38
   SECTION 2.16.  MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.................................................39
ARTICLE III REPRESENTATIONS AND WARRANTIES.......................................................................40
   SECTION 3.01.  ORGANIZATION; POWERS...........................................................................40
   SECTION 3.02.  AUTHORIZATION; ENFORCEABILITY..................................................................40
   SECTION 3.03.  GOVERNMENTAL APPROVALS; NO CONFLICTS...........................................................41
   SECTION 3.04.  FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE................................................41
   SECTION 3.05.  PROPERTIES.....................................................................................41
   SECTION 3.06.  LITIGATION AND ENVIRONMENTAL MATTERS...........................................................42
   SECTION 3.07.  COMPLIANCE WITH LAWS AND AGREEMENTS............................................................42
   SECTION 3.08.  INVESTMENT AND HOLDING COMPANY STATUS..........................................................42
   SECTION 3.09.  TAXES..........................................................................................42
   SECTION 3.10.  ERISA..........................................................................................43
   SECTION 3.11.  DISCLOSURE.....................................................................................43
   SECTION 3.12.  SUBSIDIARIES...................................................................................43
ARTICLE IV        CONDITIONS.....................................................................................43
   SECTION 4.01.  EFFECTIVE DATE.................................................................................44
   SECTION 4.02.  EACH CREDIT EVENT..............................................................................45
ARTICLE V         AFFIRMATIVE COVENANTS..........................................................................45
   SECTION 5.01.  FINANCIAL STATEMENTS AND OTHER INFORMATION.....................................................45
   SECTION 5.02.  NOTICES OF MATERIAL EVENTS.....................................................................46
   SECTION 5.03.  EXISTENCE; CONDUCT OF BUSINESS.................................................................47
   SECTION 5.04.  PAYMENT OF OBLIGATIONS.........................................................................47
</TABLE>

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<TABLE>
<S>                                                                                                             <C>
   SECTION 5.05.  MAINTENANCE OF PROPERTIES; INSURANCE...........................................................47
   SECTION 5.06.  BOOKS AND RECORDS; INSPECTION RIGHTS...........................................................47
   SECTION 5.07.  COMPLIANCE WITH LAWS...........................................................................48
   SECTION 5.08.  USE OF PROCEEDS................................................................................48
   SECTION 5.09.  SUBSIDIARY GUARANTEES..........................................................................48
   SECTION 5.10.  COVENANT TO SECURE EQUALLY.....................................................................48
   SECTION 5.11.  PARI PASSU RANKING.............................................................................49
   SECTION 5.12.  OTHER COVENANTS................................................................................49
ARTICLE VI        NEGATIVE COVENANTS.............................................................................49
   SECTION 6.01.  LIMITATION ON SUBSIDIARY INDEBTEDNESS..........................................................49
   SECTION 6.02.  LIENS..........................................................................................51
   SECTION 6.03.  FUNDAMENTAL CHANGES............................................................................54
   SECTION 6.04.  PERMITTED INVESTMENTS..........................................................................56
   SECTION 6.05.  HEDGING AGREEMENTS.............................................................................56
   SECTION 6.06.  RESTRICTED PAYMENTS............................................................................56
   SECTION 6.07.  TRANSACTIONS WITH AFFILIATES...................................................................56
   SECTION 6.08.  RESTRICTIVE AGREEMENTS.........................................................................56
   SECTION 6.09.  CONSOLIDATED INDEBTEDNESS TO TOTAL CAPITALIZATION..............................................57
   SECTION 6.10.  INTEREST COVERAGE..............................................................................57
   SECTION 6.11.  DEBT/EBITDA....................................................................................57
   SECTION 6.12.  INTENTIONALLY OMITTED..........................................................................57
   SECTION 6.13.  INTENTIONALLY OMITTED..........................................................................57
   SECTION 6.14.  LIMITATIONS ON CERTAIN SUBSIDIARY ACTIONS......................................................57
   SECTION 6.15.  SALE OR DISCOUNT OF RECEIVABLES................................................................57
   SECTION 6.16.  SALE OF ASSETS.................................................................................58
ARTICLE VII  EVENTS OF DEFAULT...................................................................................61
ARTICLE VIII THE ADMINISTRATIVE AGENT............................................................................63
ARTICLE IX MISCELLANEOUS.........................................................................................65
   SECTION 9.01.  NOTICES........................................................................................65
   SECTION 9.02.  WAIVERS; AMENDMENTS............................................................................66
   SECTION 9.03.  EXPENSES; INDEMNITY; DAMAGE WAIVER.............................................................67
   SECTION 9.04.  SUCCESSORS AND ASSIGNS.........................................................................68
   SECTION 9.05.  SURVIVAL.......................................................................................71
   SECTION 9.06.  COUNTERPARTS; INTEGRATION; EFFECTIVENESS.......................................................71
   SECTION 9.07.  SEVERABILITY...................................................................................71
   SECTION 9.08.  RIGHT OF SETOFF................................................................................72
   SECTION 9.09.  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.....................................72
   SECTION 9.10.  WAIVER OF JURY TRIAL...........................................................................73
   SECTION 9.11.  HEADINGS.......................................................................................73
   SECTION 9.12.  CONFIDENTIALITY................................................................................73
   SECTION 9.13.  INTEREST RATE LIMITATION.......................................................................74
   SECTION 9.14.  JUDGMENT CURRENCY..............................................................................74
</TABLE>

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<TABLE>
<S>                                                                                                             <C>
*SCHEDULE 1.01A  [FORM OF]  ASSIGNMENT AND ACCEPTANCE............................................................78
*SCHEDULE 1.01B  INVESTMENT POLICY...............................................................................81
*SCHEDULE 2.01  COMMITMENTS......................................................................................82
*SCHEDULE 3.06  DISCLOSED MATTERS................................................................................83
*SCHEDULE 3.12  LIST OF SUBSIDIARIES.............................................................................84
*SCHEDULE 4.01(b)  OPINION OF COUNSEL FOR THE BORROWER...........................................................85
*SCHEDULE 6.01  PERMITTED INDEBTEDNESS...........................................................................87
*SCHEDULE 6.02  PERMITTED LIENS..................................................................................88
*SCHEDULE 6.08  PERMITTED RESTRICTIONS...........................................................................89
</TABLE>


* COPIES OF OMITTED SCHEDULES WILL BE FURNISHED UPON WRITTEN REQUEST, SUBJECT TO
ANY CONFIDENTIAL TREATMENT.

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<PAGE>   5


         CREDIT AGREEMENT dated as of January 31, 2001, among Genencor
International, Inc., the LENDERS party hereto, and THE CHASE MANHATTAN BANK, as
Administrative Agent.

         The parties hereto agree as follows:

                                    ARTICLE I
                                   Definitions
                                   -----------

                  SECTION 1.01. DEFINED TERMS. As used in this Agreement, the
following terms have the meanings specified below:

                  "$16,000,000 CREDIT AGREEMENT" means the $16,000,000 Credit
Agreement of even date with this Agreement, among the Borrower, The Chase
Manhattan Bank, as Administrative Agent, and the Lenders party thereto.

                  "ABR", when used in reference to any dollar Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "ADJUSTED LIBO RATE" means, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "ADMINISTRATIVE AGENT" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

                  "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "AFFILIATE" means, with respect to a specified Person, another
Person that (a) directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified, (b) that beneficially owns or holds five percent (5%) or more of any
class of the Voting Stock (or in the case of a Person that is not a corporation,
five percent (5%) or more of the equity interest) of the Borrower, or (c) five
percent (5%) or more of the Voting Stock (or in the case of a Person that is not
a corporation, five percent (5%) or more of the equity interest) of which is
beneficially owned or held by the Borrower or a Subsidiary of the Borrower at
such time.



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<PAGE>   6

                  "ALTERNATE BASE RATE" means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective
Rate shall be effective from and including the effective date of such change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

                  "APPLICABLE PERCENTAGE" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

                  "APPLICABLE RATE" means, for any day, with respect to any ABR
Loan or Eurocurrency Loan, or with respect to the utilization and commitment
fees payable hereunder, as the case may be, the applicable rate per annum set
forth below under the caption "ABR Spread", "Eurocurrency Spread", "Utilization
Fee", or "Commitment Fee", as the case may be, based upon the Leverage Ratio in
effect on such day. The Leverage Ratio shall be determined and adjusted on the
date (each a "RATIO CALCULATION DATE") five Business Days after the date by
which the Borrower is required to provide the Financial Officer's certificate in
accordance with the provisions of SECTION 501(c). The initial Applicable Rate
shall be based on a Financial Officer's certificate, delivered pursuant to
SECTION 4.01(d), setting forth a computation of the Leverage Ratio as of the end
of the Fiscal Quarter ended September 30, 2000, and shall remain in effect until
the first Ratio Calculation Date subsequent to December 31, 2000. If the
Borrower fails to provide the Financial Officer's certificate required by
SECTION 5.01(c) on or before any Ratio Calculation Date, the Applicable Rate
shall be based on an assumed Leverage Ratio of greater than 3.25 from such Ratio
Calculation Date until such time that an appropriate Financial Officer's
certificate is provided, whereupon the Applicable Rate shall be determined by
the Leverage Ratio reflected on such Financial Officer's Certificate, until the
next Ratio Calculation Date. Subject to the preceding sentence, each
determination of the Applicable Rate shall be effective from one Ratio
Calculation Date until the next Ratio Calculation Date. Any adjustment in the
Applicable Rate shall be applicable to all existing Loans as well as any new
Loans made.



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<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
LEVERAGE RATIO                                       EUROCURRENCY  UTILIZATION FEE    ABR      COMMITMENT
                                                     SPREAD        (GREATER THAN OR   SPREAD   FEE
                                                                   EQUAL TO 50%)
---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>             <C>       <C>
         less than or equal to 1.5                        85            15              0         25
---------------------------------------------------------------------------------------------------------
greater than 1.5 but less than or equal to 2.0            95            15              0         30
---------------------------------------------------------------------------------------------------------
greater than 2.0 but less than or equal to 2.5           105            15              0         35
---------------------------------------------------------------------------------------------------------
greater than 2.5 but less than or equal to 3.0           115            15              0         40
---------------------------------------------------------------------------------------------------------
greater than 3.0 but less than or equal to 3.25          125            15             25         45
---------------------------------------------------------------------------------------------------------
            greater than 3.25                            150            15             25         50
---------------------------------------------------------------------------------------------------------
</TABLE>

                  "ASSESSMENT RATE" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; PROVIDED that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by SECTION 9.04), and accepted by the Administrative Agent,
in the form of SCHEDULE 1.01A or any other form approved by the Administrative
Agent.

                  "AVAILABILITY PERIOD" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

                  "BASE CD RATE" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                  "BOARD" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "BOOK VALUE" means, in the case of any Transfer of capital
stock of any Person, the same proportion of the Total Assets of such Person as
shall be equal to the proportion of the equity of such Person represented by the
capital stock subject to such



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<PAGE>   8

Transfer, and, in the case of any Transfer of any asset (other than capital
stock) of any Person as of the date of the determination thereof shall mean the
amount at which the same is recorded, or in accordance with GAAP should have
been recorded, in the books of account of such Person.

                  "BORROWER" means Genencor International, Inc., a Delaware
corporation.

                  "BORROWING" means Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurocurrency Loans, as to which a
single Interest Period is in effect.

                  "BORROWING REQUEST" means a request by the Borrower for a
Borrowing in accordance with SECTION 2.03.

                  "BUSINESS DAY" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; PROVIDED that, when used in connection with a
Eurocurrency Loan, the term "BUSINESS DAY" shall also exclude any day on which
banks are not open for dealings in dollar and Foreign Currency deposits in the
London interbank market.

                  "CALCULATION DATE" means the last Business Day of each
calendar month.

                  "CAPITALIZED LEASE OBLIGATIONS" means any rental obligation
which, under GAAP, is or will be required to be capitalized on the books of the
Borrower or any of its Subsidiaries, taken at the amount thereof accounted for
as indebtedness (net of interest expense) in accordance with GAAP.

                  "CHANGE IN CONTROL" means (a) occupation of a majority of the
seats (other than vacant seats) on the board of directors of the Borrower by
Persons who were neither (i) nominated by the board of directors of the Borrower
nor (ii) appointed by directors so nominated; or (b) the acquisition of direct
or indirect Control of the Borrower by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder as in effect on the date hereof) other than
Eastman Chemical Company and Danisco Finland OY.

                  "CHANGE IN LAW" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of SECTION 2.12(b), by any lending office of
such Lender or by such Lender's holding company, if any) with any request,
guideline or directive (whether or not having the



                                       8
<PAGE>   9

force of law) of any Governmental Authority made or issued after the date of
this Agreement.

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "COMMITMENT" means, with respect to each Lender, the
commitment of such Lender to make Loans, expressed in dollars, as such
commitment may be (a) reduced from time to time pursuant to SECTION 2.06 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to SECTION 9.04. The initial amount of each Lender's Commitment
is set forth on SCHEDULE 2.01, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Commitment, as applicable. The initial
aggregate amount of the Lenders' Commitments is $32,000,000.

                  "CONSOLIDATED FUNDED INDEBTEDNESS" means all Funded
Indebtedness of the Borrower and its Subsidiaries, determined at such time on a
consolidated basis in accordance with GAAP, including any Indebtedness
outstanding pursuant to and under this Agreement, as it appears on the
consolidated balance sheet of the Borrower.

                  "CONSOLIDATED INDEBTEDNESS" means, at any time, the aggregate
amount of Indebtedness of the Borrower and its Subsidiaries (without
duplication), determined at such time on a consolidated basis in accordance with
GAAP.

                  "CONSOLIDATED INTEREST EXPENSE" means, in respect of any
period, the consolidated interest expense of the Borrower and its Subsidiaries
for such period, determined in accordance with GAAP.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
income of the Borrower and its Subsidiaries for such period, after provisions
for taxation and minority interests, determined on a consolidated basis for such
Persons in accordance with GAAP, but excluding therefrom each of the following
to the extent included in the determination thereof:

                  (a)      extraordinary gains or losses, as determined in
                           accordance with GAAP;

                  (b)      net earnings or losses of any Subsidiary of the
                           Borrower accrued prior to the date it became such a
                           Subsidiary;



                                       9
<PAGE>   10

                  (c)      net earnings of any Person (other than a Subsidiary
                           of the Borrower) in which the Borrower or any of its
                           Subsidiaries shall have an ownership interest unless
                           such net earnings shall have actually been received
                           by the Borrower or such Subsidiary in the form of a
                           cash distribution;

                  (d)      any portion of the net earnings of any of the
                           Subsidiaries of the Borrower that by reason of
                           contract, charter restriction or applicable law is
                           unavailable for payment to the Borrower;

                  (e)      any gains or losses arising from any re-evaluation,
                           write-up or write-down of assets other than in the
                           ordinary course of business;

                  (f)      any restoration during such period to income of any
                           contingency reserve, except to the extent that
                           provision for such reserve was made during such
                           period out of income accrued during such period; and

                  (g)      any net income or net loss during such period from
                           (i) any change in accounting principles in accordance
                           with GAAP, or (ii) any prior period adjustments
                           resulting from any change in accounting principles in
                           accordance with GAAP.

                  "CONSOLIDATED NET WORTH" means, at any time, the total
shareholders' equity of the Borrower and its Subsidiaries determined, at such
time, in accordance with GAAP, but excluding therefrom the amount of share
capital attributable to Redeemable Preferred Stock.

                  "CONSOLIDATED TOTAL ASSETS" means, at any time, the amount at
which all of the assets of the Borrower and its Subsidiaries would be reflected
on the Borrower's balance sheet as of its most recent fiscal year end prepared
at such time on a consolidated basis in accordance with GAAP.

                  "CONTROL" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

                  "CURRENCY" means either dollars or Euros.



                                       10
<PAGE>   11

                  "DEFAULT" means any event or condition which: (a) constitutes
an Event of Default, (b) which solely upon notice, lapse of time or both would,
unless cured or waived, become an Event of Default, or (c) constitutes a
"Default," as such term is defined in the $16,000,000 Credit Agreement.

                  "DISCLOSED MATTERS" means the actions, suits and proceedings
and the environmental matters disclosed in SCHEDULE 3.06.

                  "DISPOSITION VALUE" means, at any time, with respect to any
Transfer, the greater of the Fair Market Value or Book Value of the Property
subject to such Transfer.

                  "DOLLARS" or "$" refers to lawful money of the United States
of America.

                  "EBITDA" means, in respect of any period, Consolidated Net
Income for such period

                 (a)       (MINUS, to the extent added in the computation of
                           such Consolidated Net Income, gains, net of losses,
                           arising from the disposition of Property other than
                           in the ordinary course of business,

                 (b)       (PLUS, to the extent deducted in the computation of
                           such Consolidated Net Income, each of the following:

                           (i)      Consolidated Interest Expense,

                           (ii)     (Taxes imposed on or measured by income or
                                    excess profits of the Borrower and its
                                    Subsidiaries,

                           (iii)    (the amount of all depreciation, depletion
                                    and amortization allowances,

                           (iv)     (the amount, if any, by which (x) non-cash
                                    expenses of the Borrower and its
                                    Subsidiaries in respect of the Employee
                                    Incentive Plan made in said period exceed
                                    (y) the amount of all cash payments in
                                    respect of non-cash expenses of the type
                                    referred to in the foregoing CLAUSE (x)
                                    which were deducted in the computation of
                                    Consolidated Net Income for any prior
                                    period,



                                       11
<PAGE>   12

                           (v)      losses, net of gains, arising from the
                                    disposition of Property other than in the
                                    ordinary course of business, and

                  (c)      (MINUS, the amount, if any, by which (x) the amount
                           of all cash payments in respect of non-cash expenses
                           of the type referred to in the following CLAUSE (y)
                           which were deducted in the computation of
                           Consolidated Net Income for any prior period, exceed
                           (y) non-cash expenses of the Borrower and its
                           Subsidiaries in respect of the Employee Incentive
                           Plan to the extent deducted in the computation of
                           such Consolidated Net Income.

                  "EFFECTIVE DATE" means the date on which the conditions
specified in SECTION 4.01 are satisfied (or waived in accordance with SECTION
9.02).

                  "EMPLOYEE INCENTIVE PLAN" means the Stock Option and Stock
Appreciation Right Plan, as adopted effective December 9, 1999.

                  "ENVIRONMENTAL LAWS" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

                  "ENVIRONMENTAL LIABILITY" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.



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<PAGE>   13

                  "ERISA EVENT" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

                  "EURO" means the single currency unit of participating member
states of the European Union.

                  "EUROCURRENCY", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Adjusted LIBO
Rate.

                  "EVENT OF DEFAULT" has the meaning assigned to such term in
ARTICLE VII.

                  "EXCHANGE RATE" means, with respect to any currency other than
dollars on any date, the rate at which such currency may be exchanged into
dollars, as set forth on such date on the applicable Reuters currency page. In
the event that such rate does not appear on the applicable Reuters currency
page, the Exchange Rate with respect to such currency shall be determined by
reference to such other publicly available service for displaying exchange rates
as may be agreed upon by the Administrative Agent and the Borrower or, in the
absence of such agreement, such Exchange Rate shall instead be the
Administrative Agent's spot rate of exchange in the London interbank market or
other market where the Administrative Agent's foreign currency exchange
operations in respect of such currency are then being conducted, at or about
10:00 a.m., local time, on such date for the purchase of dollars with such
currency for delivery two Business Days later; PROVIDED, HOWEVER, that if at the
time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent may use any reasonable method it deems
appropriate to determine such rate, and such determination shall be conclusive
absent manifest error.



                                       13
<PAGE>   14

                  "EXCLUDED TAXES" means, with respect to the Administrative
Agent, any Lender, or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under SECTION 2.16(b)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with SECTION 2.14(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to SECTION 2.14(a).

                  "EXCLUDED TRANSFER" shall have the meaning as set forth in
SECTION 6.16 (a)(iv) of this Agreement.

                  "FAIR MARKET VALUE" means, at any time with respect to any
Property, the sale value of such Property that would be realized in an
arm's-length sale at such time between an informed and willing buyer, and an
informed and willing seller, under no compulsion to buy or sell, respectively.

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

                  "FISCAL QUARTER" means each quarter-year period of the
Borrower, ending on the last day of each June, September, December and March.



                                       14
<PAGE>   15

                  "FISCAL YEAR" means the fiscal year of the Borrower, which is
the calendar year.

                  "FOREIGN CURRENCY" means any Currency other than dollars; and
when used in reference to a Loan or a Borrowing, such term refers to a Loan or
Borrowing denominated in a Foreign Currency.

                  "FOREIGN LENDER" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                  "FOREIGN SUBSIDIARY" means any Subsidiary that is organized
under the laws of jurisdiction other than the United States of America, each
State thereof and the District of Columbia.

                  "FUNDED INDEBTEDNESS" means any outstanding Indebtedness of a
Person for borrowed money, including all Indebtedness of the Borrower and its
Subsidiaries to the Lenders and other financial institutions, domestic or
foreign, including all secured and unsecured notes payable, all industrial
revenue bonds, all Capitalized Lease Obligations and other similar debt
obligations and the current maturities thereof, but excluding all trade accounts
payable, customer advances, accrued expenses, income and other taxes payable,
deferred income and other taxes and accrued pension liabilities.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "GOVERNMENTAL AUTHORITY" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "GUARANTEE" means, with respect to any Person (for the
purposes of this definition, the "guarantor"), any obligation (except the
endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness, dividend or other obligation of any other Person (the "PRIMARY
OBLIGOR") in any manner, whether directly or indirectly, including, without
limitation, obligations incurred through an agreement, contingent or otherwise,
by the guarantor:



                                       15
<PAGE>   16

                  (a)      to purchase such indebtedness or obligation or any
                           Property constituting security therefor;

                  (b)      to advance or supply funds

                           (i)      for the purchase or payment of such
                                    indebtedness, dividend or obligation, or

                           (ii)     to maintain working capital or other balance
                                    sheet condition or any income statement
                                    condition of the Primary Obligor or
                                    otherwise to advance or make available funds
                                    for the purchase or payment of such
                                    indebtedness, dividend or obligation;

                  (c)      to lease Property or to purchase securities or other
                           Property or services primarily for the purpose of
                           assuring the owner of such indebtedness or obligation
                           of the ability of the Primary Obligor to make payment
                           of the indebtedness or obligation; or

                  (d)      otherwise to assure the owner of the indebtedness or
                           obligation of the Primary Obligor against loss in
                           respect thereof.

For purposes of computing the amount of any Guarantee, in connection with any
computation of indebtedness or other liability,

                  (a)      in each case where the obligation that is the subject
                           of such Guarantee is in the nature of indebtedness
                           for money borrowed it shall be assumed that the
                           amount of the Guarantee is the amount of the direct
                           obligation then outstanding, and

                  (b)      in each case where the obligation that is the subject
                           of such Guarantee is not in the nature of
                           indebtedness for money borrowed it shall be assumed
                           that the amount of the Guarantee is the maximum
                           aggregate amount (if any) of such obligation.

                  "HAZARDOUS MATERIALS" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.



                                       16
<PAGE>   17

                  "HEDGING AGREEMENT" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                  "INDEBTEDNESS" means, with respect to any Person (without
duplication), all of the following: (a) all obligations of such Person for
moneys borrowed; (b) all obligations for moneys borrowed secured by any Lien
existing on Property owned by such Person (whether or not such liabilities have
been assumed by such Person or recourse is available against such Person); (c)
all obligations (other than trade and other ordinary accounts payable) of such
Person in respect of the acquisition cost of Property or services to the extent
payable after the time of acquisition or possession by such Person and not yet
repaid where the advance or deferred payment was arranged principally as a
method of financing the acquisition of such Property or services acquired
(including, without limitation, any conditional sale or other title retention
agreement); (c) all Capitalized Lease Obligations of such Person; (d) its
reimbursement or other obligations in respect of banker's acceptances, other
acceptances, letters of credit and other instruments serving a similar function
issued or accepted by banks and other financial institutions for the account of
such Person, other than any such obligations in respect of ordinary trade
credits; and (e) all obligations under Guarantees given by such Person in
respect of obligations of other Persons of the type set forth in CLAUSES (a)
THROUGH (d) of this definition.

                  "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

                  "INTEREST ELECTION REQUEST" means a request by the Borrower to
convert or continue a Revolving Borrowing in accordance with SECTION 2.05.

                  "INTEREST PAYMENT DATE" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December, and (b) with
respect to any Eurocurrency Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period.

                  "INTEREST PERIOD" means with respect to any Eurocurrency
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; PROVIDED, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding



                                       17
<PAGE>   18

Business Day and (ii) any Interest Period that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.

                  "INVESTMENTS" means all investments made, in cash or by
delivery of Property, directly or indirectly, in any Person or any Property,
whether by acquisition of shares of capital stock, indebtedness or other
obligations or securities or by loan, advance, capital contribution or
otherwise; PROVIDED, however, that "Investments" shall not mean or include
investments in Property to be used or consumed in the ordinary course of
business permitted by SECTION 6.07 of this Agreement.

                  "LEVERAGE RATIO" at any time means the ratio of Consolidated
Funded Indebtedness as of the last day of the most recently completed Fiscal
Quarter to EBITDA for the twelve (12) month period ending on such day.

                  "LIBO RATE" means, with respect to any Eurocurrency Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for deposits in the relevant
Currency with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBO RATE"
with respect to such Eurocurrency Borrowing for such Interest Period shall be
the rate at which deposits in the relevant Currency of $5,000,000 (or the U.S.
Dollar Equivalent of Euros, as the case may be) and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

                  "LIEN" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement, any
lease in the nature thereof, and the filing of an agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction).



                                       18
<PAGE>   19

                  "LOANS" means the loans made by the Lenders to the Borrower
pursuant to SECTION 2.03.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
(a) the business, assets, operations, prospects or condition, financial or
otherwise, of the Borrower and the Subsidiaries taken as a whole, (b) the
ability of the Borrower to perform any of its obligations under this Agreement
or (c) the rights of or benefits available to the Lenders under this Agreement.

                  "MATERIAL INDEBTEDNESS" means Indebtedness (other than the
Loans, but including all Notes and other obligations pursuant to the Note
Agreement) or obligations in respect of one or more Hedging Agreements, of any
one or more of the Borrower and its Subsidiaries in an aggregate principal
amount exceeding $2,000,000 (using the Exchange Rate to compute amounts in
currencies other than dollars). For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of the Borrower or any
Subsidiary in respect of any Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or
such Subsidiary would be required to pay if such Hedging Agreement were
terminated at such time.

                  "MATERIAL SUBSIDIARY" means a Subsidiary of the Borrower that,
at any time, has net income which comprises more than five percent (5%) of the
Consolidated Net Income (in each case determined for the Fiscal Quarter of the
Borrower then most recently ended) or shareholder's equity which comprises more
than five percent (5%) of Consolidated Net Worth (in each case determined for
the Fiscal Quarter of the Borrower then most recently ended).

                  "MATURITY DATE" means January 31, 2004.

                  "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "NET PROCEEDS" means, with respect to the Transfer of any
Property by the Borrower or any of its Subsidiaries, the remainder, if any, of

                  (a)      the aggregate amount of the consideration (valued at
                           the Fair Market Value thereof at the time of the
                           consummation of such Transfer) received by such
                           Person in connection with such Transfer, MINUS

                  (b)      the sum of



                                       19
<PAGE>   20

                           (i)      the principal amount of and premium, if any,
                                    on any Indebtedness which is secured by or
                                    which finances any such Property (other than
                                    Indebtedness assumed by the purchaser of
                                    such Property) and which is required to be,
                                    and is, repaid upon consummation of such
                                    Transfer,

                           (ii)     the out-of-pocket expenses incurred by the
                                    Borrower or any Subsidiary of the Borrower
                                    in connection with such Transfer, and

                           (iii)    all Taxes, including Taxes measured by
                                    income, calculated as if the Borrower and
                                    its Subsidiaries were a separate
                                    consolidated group for Tax purposes and
                                    assuming such Transfer was the only
                                    transaction in which the Borrower and its
                                    Subsidiaries engaged during the relevant
                                    period, without giving effect to any
                                    carryforwards, carrybacks or credits.

                  "NOTE AGREEMENT" shall mean the Note Agreement dated March 28,
1996 among the Borrower and purchasers a party thereto, in the principal amount
of $140,000,000.00, and any substitution therefor, as it may be amended,
modified or supplemented from time to time in accordance with its terms and the
terms hereof.

                  "OTHER TAXES" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "PERMITTED INVESTMENTS" means and includes the following:

                  (a)      Investments by the Borrower or any of its
                           Subsidiaries pursuant to the Working Capital
                           Investment Policy attached as SCHEDULE 1.01(B),
                           except that Permitted Investments shall also include
                           Investments which would comply with such policy
                           except for the fact that they exceed the limits
                           established pursuant to the "Investment Limits"
                           section of such policy, as long as such Investments
                           do not exceed such limits by a material amount; and

                                       20
<PAGE>   21

                  (b)      Investments in addition to those described in
                           PARAGRAPH (a), provided that the aggregate amount of
                           such Investments at any time shall not exceed ten
                           percent (10%) of Consolidated Net Worth at such time,
                           provided that at the time of any such proposed
                           Investment no Default or Event of Default shall have
                           occurred and be continuing.

         Permitted investments referred to in the foregoing PARAGRAPH (b) shall
be valued at cost less any net return of capital through the sale or liquidation
thereof or other return of capital thereon.

                  "PERSON" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "PREFERRED STOCK" means any class of capital stock of the
Borrower which is preferred over any other class of capital stock of the
Borrower as to the payment of dividends or the payment of any amount upon
liquidation or dissolution of such corporation.

                  "PRIME RATE" means the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

                  "PROPERTY" means any interest in any kind of property or
asset, whether real, personal or mixed, and whether tangible or intangible.

                  "REDEEMABLE PREFERRED STOCK" means Preferred Stock of the
Borrower that has been issued as of the date of this Agreement and by the terms
pursuant to which it was issued is subject to mandatory redemption, in whole or
in part (including, without limitation, redemption, in whole or in part, at the
option of any holder thereof).

                  "REGISTER" has the meaning set forth in SECTION 9.04.



                                       21
<PAGE>   22

                  "RELATED PARTIES" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

                  "REQUIRED LENDERS" means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing at least 66"% of
the sum of the total Revolving Credit Exposures and unused Commitments at such
time.

                  "RESTRICTED PAYMENT" means and includes:

                  (a)      (any dividend or other distribution, direct or
                           indirect and whether payable in cash or Property, on
                           account of any capital stock or other equity
                           interests of the Borrower or any of its Subsidiaries,
                           except to the extent such dividend or distribution

                           (i)      is payable to the Borrower; or

                           (ii)     is payable solely in capital stock or other
                                    equity interests of the Borrower or such
                                    Subsidiary of the Borrower;

                  (b)      any redemption, retirement, purchase or other
                           acquisition, direct or indirect, of any capital stock
                           or other equity interests of the Borrower or any of
                           its Subsidiaries now or hereafter outstanding, or of
                           any warrants, rights or options to acquire any such
                           capital stock or other equity interests or any
                           Securities convertible into such capital stock or
                           other equity interests, except to the extent that any
                           amount due in respect of such redemption, retirement,
                           purchase or other acquisition

                           (i)      is payable to the Borrower or any
                                    Subsidiary of the Borrower; or

                           (ii)     is payable solely in capital stock or other
                                    equity interests of the Borrower or such
                                    Subsidiary of the Borrower; and

                  (c)      Investments by the Borrower or any Subsidiary of the
                           Borrower other than Permitted Investments, set forth
                           in PARAGRAPH (a) TO PARAGRAPH (g), inclusive, of the
                           definition of such term.

                  "REVOLVING CREDIT EXPOSURE" means, with respect to any Lender
at any time, the sum of the outstanding principal amount of such Lender's Loans
denominated



                                       22
<PAGE>   23

in dollars and the U.S. Dollar Equivalent of its Loans denominated in Foreign
Currencies, at such time.

                  "SENIOR INDEBTEDNESS" means the "Notes" issued pursuant to the
Note Agreement and any Indebtedness of the Borrower that is not in any manner
subordinated in right of payment to such Notes or to any other Indebtedness of
the Borrower.

                  "STATUTORY RESERVE RATE" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal to
three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to
such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "Subsidiary" means, with respect to any Person (the "PARENT")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                  "SUBSIDIARY" means any subsidiary of the Borrower.

                  "SUBSTANTIAL PORTION" means, at any time, any Property subject
to a Transfer if the Disposition Value of such Property, when added to the
Disposition Value of all other Property of the Borrower and its Subsidiaries
that has been the subject of a Transfer (other than an Excluded Transfer and
subject, with respect to both such



                                       23
<PAGE>   24

Property and all such other Property, to the provisions of SECTION 6.16(b)(ii))
during the then current Fiscal Year of the Borrower, exceeds an amount equal to
ten percent (10%) of Consolidated Total Assets at such time.

                  "TAXES" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "THREE-MONTH SECONDARY CD RATE" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

                  "TOTAL ASSETS" means, with respect to any Person at any time,
all of the assets of such Person which would be reflected, at such time, on a
balance sheet of such Person prepared in accordance with GAAP.

                  "TOTAL CAPITALIZATION" means, at any time, the sum of
Consolidated Indebtedness at such time, plus Consolidated Net Worth at such
time.

                  "TRANSACTIONS" means the execution, delivery and performance
by the Borrower of this Agreement, the borrowing of Loans and the use of the
proceeds thereof.

                  "TRANSFER" means, with respect to any Person, any transaction
in which such Person sells, conveys, transfers, leases (as lessor) or otherwise
disposes of any of its Property (other than cash, temporary cash investments and
trade receivables), including, without limitation, capital stock of any Person.

                  "TYPE", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.



                                       24
<PAGE>   25

                  "U.S. DOLLAR EQUIVALENT" means, on any date of determination,
with respect to any amount in any Foreign Currency, the equivalent in dollars of
such amount, determined by the Administrative Agent using the Exchange Rate with
respect to such Foreign Currency then in effect as determined pursuant to
SECTION 1.05.

                  "VOTING STOCK" means, with respect to any corporation, any
shares of stock of such corporation whose holders are entitled under ordinary
circumstances to vote for the election of directors of such corporation
(irrespective of whether at the time stock of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).

                  "WHOLLY-OWNED SUBSIDIARY" means any Subsidiary of the Borrower
100% of all of the Voting Stock of which is owned by any one or more of the
Borrower and/or other Wholly-Owned Subsidiaries.

                  "WITHDRAWAL LIABILITY" means 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.

                  SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Type
(E.G., a "Eurocurrency Loan"). Borrowings also may be classified and referred to
by Type (E.G., a "Eurocurrency Borrowing").

                  SECTION 1.03. TERMS GENERALLY. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections and Schedules shall be construed to
refer to Articles and Sections of and Schedules to, this Agreement and (e) the
words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.



                                       25
<PAGE>   26

                  SECTION 1.04. ACCOUNTING TERMS; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed, and all financial information and reports provided pursuant to
this Agreement shall be prepared, in accordance with GAAP, as in effect from
time to time; PROVIDED that, if the Borrower notifies the Administrative Agent
that the Borrower requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the date hereof in GAAP or in the
application thereof on the operation of such provision (or if the Administrative
Agent notifies the Borrower that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.

                  SECTION 1.05. FOREIGN CURRENCY EQUIVALENTS; CURRENCY
FLUCTUATIONS. Not later than 1:00 p.m., New York City time, on each Calculation
Date, the Administrative Agent shall (i) determine the Exchange Rate as of such
Calculation Date with respect to each Foreign Currency and (ii) give notice
thereof to the Borrower and the Lenders. The Exchange Rates so determined shall
become effective on the first Business Day immediately following the relevant
Calculation Date (each a "RESET DATE"), shall remain effective until the next
succeeding Reset Date and shall during the period of their effectiveness be
employed in making any computation of Foreign Currency equivalents required to
be made under this Agreement (other than any computation required under SECTION
9.14). Not later than 5:00 p.m., New York City time, on the date of each
Borrowing and on the date of each reduction under SECTION 2.09 or prepayment
under SECTION 2.08 involving any Foreign Currency, the Administrative Agent
shall (i) determine the U.S. Dollar Equivalent of such Foreign Currency, based
on the Exchange Rate in effect as provided in the preceding sentence, of such
Borrower and (ii) notify the Borrower and the Lenders of the results of such
determination.

                                   ARTICLE II
                                   The Credits
                                   -----------

                  SECTION 2.01. COMMITMENTS. Subject to the terms and conditions
set forth herein, each Lender agrees to make Loans to the Borrower in any
Currency at any time and from time to time during the Availability Period in an
aggregate principal amount that will not result in (a) such Lender's Revolving
Credit Exposure exceeding such Lender's Commitment or (b) the sum of the total
Revolving Credit Exposures exceeding the total Commitments. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Loans.



                                       26
<PAGE>   27

                  SECTION 2.02. LOANS AND BORROWINGS. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective Commitments. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; PROVIDED that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans
as required.

                  (b) Subject to SECTION 2.11, (i) each Borrowing of dollars
shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower
may request in accordance herewith and (ii) each Borrowing of a Foreign Currency
shall be comprised entirely of Eurocurrency Loans. Each Lender at its option may
make any Eurocurrency Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; PROVIDED that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that (i)
if such Borrowing is denominated in dollars, is an integral multiple of $500,000
and not less than $500,000 and (ii) if such Borrowing is denominated in a
Foreign Currency, is in an aggregate principal amount the U.S. Dollar Equivalent
of which is not less than $500,000 and is an integral multiple of $500,000. At
the time that each ABR Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $100,000 and not less than
$100,000; PROVIDED that an ABR Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments. Borrowing of more
than one Type may be outstanding at the same time; PROVIDED that there shall not
at any time be more than a total of two Eurocurrency Borrowings outstanding.

                  (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

                  SECTION 2.03. REQUESTS FOR BORROWINGS. To request a Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone
(a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of the proposed Borrowing or (b)
in the case of an ABR Borrowing, not later than 12:00 noon, New York City time,
on the day of the proposed Borrowing. Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with SECTION 2.02:



                                       27
<PAGE>   28

                  (i)      the aggregate amount and Currency of the requested
                           Borrowing;

                  (ii)     the date of such Borrowing, which shall be a Business
                           Day;

                  (iii)    whether any dollar Borrowing is to be an ABR
                           Borrowing or a Eurocurrency Borrowing;

                  (iv)     in the case of a Eurocurrency Borrowing, the initial
                           Interest Period to be applicable thereto, which shall
                           be a period contemplated by the definition of the
                           term "Interest Period"; and

                  (v)      the location and number of the Borrower's account to
                           which funds are to be disbursed, which shall comply
                           with the requirements of SECTION 2.07.

If no election as to the Type of Borrowing in dollars is specified, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurocurrency Borrowing, then the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. If no election as to Currency is specified with respect to a
Eurocurrency Borrowing, then the Borrower shall be deemed to have selected
dollars. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

                  SECTION 2.04. FUNDING OF BORROWINGS. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds in the Currency being borrowed by 1:00
p.m., New York City time, in the case of dollar Borrowings, and not later than
12:00 noon London time, in the case of Foreign Currency Borrowings, to the
account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in
New York City, for dollar Borrowings, and in London, for Foreign Currency
Borrowings, as designated by the Borrower in the applicable Borrowing Request.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on



                                       28
<PAGE>   29

such date in accordance with PARAGRAPH (a) of this Section and may, in reliance
upon such assumption, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon in the Currency being
borrowed, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation or (ii) in the case of the
Borrower, the interest rate applicable to ABR Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

                  SECTION 2.05. INTEREST ELECTIONS. (a) Each Borrowing of
dollars initially shall be of the Type specified in the applicable Borrowing
Request, and each Eurocurrency Borrowing shall have an initial Interest Period
as specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert a Borrowing of dollars to a different Type or to continue such Borrowing
and, in the case of a Eurocurrency Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under SECTION 2.03 if the Borrower
were requesting a Borrowing of the Type resulting from such election to be made
on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with SECTION 2.03:

                                    (i) the Borrowing to which such Interest
                                    Election Request applies and, if different
                                    options are being elected with respect to
                                    different portions thereof, the portions
                                    thereof to be allocated to each resulting
                                    Borrowing (in which case the information to
                                    be specified pursuant to PARAGRAPHS (iii)
                                    AND (iv) below shall be specified for each
                                    resulting Borrowing);



                                       29
<PAGE>   30

                                    (ii) the effective date of the election made
                                    pursuant to such Interest Election Request,
                                    which shall be a Business Day;

                                    (iii) in the case of a Borrowing of dollars,
                                    whether the resulting Borrowing is to be an
                                    ABR Borrowing or a Eurocurrency Borrowing;
                                    and

                                    (iv) if the resulting Borrowing is a
                                    Eurocurrency Borrowing, the Interest Period
                                    to be applicable thereto after giving effect
                                    to such election, which shall be a period
                                    contemplated by the definition of the term
                                    "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurocurrency Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period (i) such Borrowing shall be
converted to an ABR Borrowing, if such Borrowing is denominated in dollars and
(ii) the Borrower will be deemed to have elected a one (1) month Interest Period
beginning with the day after the last day of the expired Interest Period, if
such Borrowing is denominated in a Foreign Currency. Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing
and the Administrative Agent, at the request of the Required Lenders, so
notifies the Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing in dollars may be converted to or continued as a
Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing in
dollars shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto.

                  SECTION 2.06. TERMINATION AND REDUCTION OF COMMITMENTS. (a)
Unless previously terminated, the Commitments shall terminate on the Maturity
Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments; PROVIDED that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $1,000,000 and
not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any



                                       30
<PAGE>   31

concurrent prepayment of the Loans in accordance with SECTION 2.08, the sum of
the Revolving Credit Exposures would exceed the total Commitments.

                  (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under PARAGRAPH (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; PROVIDED that a notice
of termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

                  SECTION 2.07. REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date. Principal and interest for each Loan shall be repaid in the
Currency in which it was advanced.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the Currency and amount of each Loan made hereunder, the
Type thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
PARAGRAPH (b) OR (c) of this Section shall be PRIMA FACIE evidence of the
existence and amounts of the obligations recorded therein; PROVIDED that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.



                                       31
<PAGE>   32

                  (e) Any Lender may request that Loans made by it be evidenced
by a promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assign) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note, to such payee and its registered assigns).

                  SECTION 2.08. PREPAYMENT OF LOANS. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with PARAGRAPH (b) of this
Section.

                  (b) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City
time (or London time, in the case of Foreign Currency Borrowings), three
Business Days before the date of prepayment or, (ii) in the case of prepayment
of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day
of prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; PROVIDED that, if a notice of prepayment is given in connection with
a conditional notice of termination of the Commitments as contemplated by
SECTION 2.06, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with SECTION 2.06. Promptly following
receipt of any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of an advance of a Borrowing of the
same Type as provided in SECTION 2.02. Each prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by SECTION 2.10.

                  (c) If, during any period when any Foreign Currency Loans are
outstanding, (i) the Revolving Credit Exposure of any Lender exceeds 105% of
such Lender's Commitment or (ii) the sum of the total Revolving Credit Exposures
exceeds 105% of the total Commitments, the Borrower will prepay the Loans, in
such amount as may be necessary to eliminate such excess; and prior to the
elimination of such excess, no further Loan may be made if the result would be
to increase the amount of such excess.

                  SECTION 2.09. FEES. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender (i) a commitment fee, which
shall accrue at the Applicable Rate on the daily amount of the unused Commitment
of such



                                       32
<PAGE>   33

Lender during the period from and including the Effective Date to but excluding
the date on which such Commitment terminates; and (ii) a utilization fee, which
shall accrue at the Applicable Rate on the outstanding principal balance of all
Loans of such Lender on each day during which the principal balance of all Loans
equals or exceed 50% of the total Commitments, during the period from and
including the Effective Date to but excluding the date on which such Commitment
terminates, PROVIDED that, if such Lender continues to have any Revolving Credit
Exposure after its Commitment terminates, then such utilization fee shall
continue to accrue on the daily amount of such Lender's Revolving Credit
Exposure from and including the date on which its Commitment terminates to but
excluding the date on which such Lender ceases to have any Revolving Credit
Exposure. Accrued commitment and utilization fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur
after the date hereof; PROVIDED that any utilization fees accruing after the
date on which the Commitments terminate shall be payable on demand. All
commitment and utilization fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days on which such fees are
earned (including the first day but excluding the last day).

                  (b) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.

                  (c) All fees payable hereunder shall be paid in dollars on the
dates due, in immediately available funds, to the Administrative Agent for
distribution, in the case of commitment fees and utilization fees, to the
Lenders. Fees paid shall not be refundable under any circumstances.

                  SECTION 2.10. INTEREST. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Rate.

                  (b) The Loans comprising each Eurocurrency Borrowing shall
bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any



                                       33
<PAGE>   34

other amount, 2% plus the rate applicable to ABR Loans as provided in PARAGRAPH
(a) of this Section.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and upon termination of the
Commitments; PROVIDED that (i) interest accrued pursuant to PARAGRAPH (c) of
this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end
of the Availability Period), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii)
in the event of any conversion of any Eurocurrency Loan denominated in dollars
prior to the end of the current Interest Period therefor, accrued interest on
such Loan shall be payable on the effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.11. ALTERNATE RATE OF INTEREST. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing:

                  (a) the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

                  (b) the Administrative Agent is advised by the Required
Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately
and fairly reflect the cost to such Lenders (or a Lender) of making or
maintaining their Loans (or its Loan) included in such Borrowing for such
Interest Period; or

                  (c) in the case of a Borrowing of Foreign Currency Loans, the
Administrative Agent determines (which determination shall be presumed correct
absent manifest error) that deposits in the applicable Foreign Currency are not
generally available, or cannot be obtained by the Lenders, in the London
Interbank Market;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the



                                       34
<PAGE>   35

Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any dollar Borrowing to, or the
continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective,
and any Eurocurrency Borrowing so requested to be continued shall, at the option
of the Borrower, be repaid on the last day of the then current Interest Period
with respect thereto or shall be converted to an ABR Borrowing (with any Foreign
Currency Borrowing being converted to a Borrowing denominated in dollars at the
Exchange Rate determined by the Administrative Agent in accordance with this
Agreement) on the last day of the then current Interest Period with respect
thereto, (ii) if any Borrowing Request requests a Eurocurrency Borrowing in
dollars, such Borrowing shall be made as an ABR Borrowing and (iii) any request
by the Borrower for a Borrowing of Foreign Currency Loans shall be ineffective;
provided that if the circumstances giving rise to such notice do not effect all
applicable Currencies, then requests for Eurocurrency Borrowings may be made in
the Currencies that are not affected thereby.

                  SECTION 2.12. INCREASED COSTS. (a) If any Change in Law shall:

                  (i)      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 Lender (except any such reserve
                           requirement reflected in the Adjusted LIBO Rate); or

                  (ii)     impose on any Lender or the London interbank market
                           any other condition affecting this Agreement or
                           Eurocurrency Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender or the Issuing Bank, as the case may be,
for such additional costs incurred or reduction suffered.

                  (b) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by, such Lender, to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to

                                       35
<PAGE>   36

time the Borrower will pay to such Lender such additional amount or amounts as
will compensate such Lender or such Lender's holding company for any such
reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in PARAGRAPH (a) OR (b) of this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within ten
(10) days after receipt thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; PROVIDED that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 270 days prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; PROVIDED FURTHER that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 270-day period referred
to above shall be extended to include the period of retroactive effect thereof.

                  SECTION 2.13. BREAK FUNDING PAYMENTS. In the event of (a) the
payment of any principal of any Eurocurrency Loan other than on the last day of
an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any dollar denominated Eurocurrency Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure
to borrow, convert, continue or prepay any Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under SECTION 2.08(b) and is revoked in accordance therewith), or (d)
the assignment of any Eurocurrency Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Borrower
pursuant to SECTION 2.16, then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event in the
Currency in which the affected Loan is denominated. Such loss, cost or expense
to any Lender shall be deemed to include an amount determined by such Lender to
be the excess, if any, of (i) the amount of interest which would have accrued on
the principal amount of such Loan had such event not occurred, at the Adjusted
LIBO Rate that would have been applicable to such Loan, for the period from the
date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period
that would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for dollar deposits of a comparable amount and period from other
banks in the Eurocurrency market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to



                                       36
<PAGE>   37

this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

                  SECTION 2.14. TAXES. (a) Any and all payments by or on account
of any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; PROVIDED that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, or Lender
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent and
each Lender, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender on or with respect to any payment by or on account of any obligation of
the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed



                                       37
<PAGE>   38

documentation prescribed by applicable law or reasonably requested by the
Borrower as will permit such payments to be made without withholding or at a
reduced rate.

                  SECTION 2.15. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING
OF SET-OFFS. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of amounts
payable under SECTION 2.12, 2.13 OR 2.14, or otherwise) prior to 12:00 noon, New
York City or London time, depending on the required place of payment, on the
date when due, in immediately available funds, without set-off or counterclaim.
Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All payments of
dollars shall be made to the Administrative Agent at its offices at 270 Park
Avenue, New York, New York, and all payments of Foreign Currencies shall be made
to the Administrative Agent at its offices at Trinity Tower, 9 Thomas More
Street, London, England, except that payments pursuant to SECTIONS 2.12, 2.13,
2.14 AND 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments
hereunder shall be made in the Currency specified herein and, in the absence of
any specification, in dollars (based, if necessary, on the U.S. Dollar
Equivalent in effect on the date of payment).

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; PROVIDED that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be



                                       38
<PAGE>   39

rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to the Borrower or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the
Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to SECTION 2.15(d), then the Administrative Agent may, in
its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Section until all such
unsatisfied obligations are fully paid.

                  SECTION 2.16. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
(a) If any Lender requests compensation under SECTION 2.12, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to SECTION 2.14, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to SECTION 2.12 OR 2.14, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower


                                       39
<PAGE>   40

hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

                  (b) If any Lender requests compensation under SECTION 2.12, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to SECTION 2.14,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
SECTION 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); PROVIDED that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
SECTION 2.12 or payments required to be made pursuant to SECTION 2.14, such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.

                                   ARTICLE III
                         Representations and Warranties
                         ------------------------------

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. ORGANIZATION; POWERS. Each of the Borrower and
its Subsidiaries is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

                  SECTION 3.02. AUTHORIZATION; ENFORCEABILITY. The Transactions
are within the Borrower's corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action. This Agreement has
been duly executed



                                       40
<PAGE>   41

and delivered by the Borrower and constitutes a legal, valid and binding
obligation of the Borrower, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

                  SECTION 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of its Subsidiaries or any order
of any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Borrower or any of
its Subsidiaries or its assets, or give rise to a right thereunder to require
any payment to be made by the Borrower or any of its Subsidiaries, and (d) will
not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries.

                  SECTION 3.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
(a) The Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders equity and cash flows (i)
as of and for the Fiscal Year ended December 31, 1999, reported on by
PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and
for the Fiscal Quarter and the portion of the Fiscal Year ended September 30,
2000, certified by its chief financial officer. Such financial statements
present fairly, in all material respects, the financial position and results of
operations and cash flows of the Borrower and its Subsidiaries as of such dates
and for such periods in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes in the case of the statements referred
to in PARAGRAPH (ii) above.

                  (b) Since December 31, 1999, there has been no material
adverse change in the business, assets, operations, prospects or condition,
financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

                  SECTION 3.05. PROPERTIES. (a) Each of the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, except for minor defects in
title that do not interfere with its ability to conduct its business as
currently conducted or to utilize such properties for their intended purposes.

                  (b) Each of the Borrower and its Subsidiaries owns, or is
licensed to use, all trademarks, trade names, copyrights, patents and other
intellectual property material



                                       41
<PAGE>   42

to its business, and the use thereof by the Borrower and its Subsidiaries does
not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

                  SECTION 3.06. LITIGATION AND ENVIRONMENTAL MATTERS. (a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the
Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

                  (c) Since the date of this Agreement, there has been no change
in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

                  SECTION 3.07. COMPLIANCE WITH LAWS AND AGREEMENTS. Each of the
Borrower and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

                  SECTION 3.08. INVESTMENT AND HOLDING COMPANY STATUS. Neither
the Borrower nor any of its Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

                  SECTION 3.09. TAXES. Each of the Borrower and its Subsidiaries
has timely filed or caused to be filed all Tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a)



                                       42
<PAGE>   43

Taxes that are being contested in good faith by appropriate proceedings and for
which the Borrower or such Subsidiary, as applicable, has set aside on its books
adequate reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $2,000,000 the fair market value of the assets of such Plan,
and the present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $2,000,000 the
fair market value of the assets of all such underfunded Plans.

                  SECTION 3.11. DISCLOSURE. The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
it or any of its Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. None of the reports, financial statements,
certificates or other information furnished by or on behalf of the Borrower to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; PROVIDED that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

                  SECTION 3.12. SUBSIDIARIES. Set forth in SCHEDULE 3.12 to this
Agreement is a complete and accurate list of the Subsidiaries of the Borrower,
showing the jurisdiction of incorporation of each and showing the percentage of
the Borrower's ownership of the outstanding stock of each subsidiary. All of the
outstanding capital stock of each Subsidiary has been validly issued, is fully
paid and non-assessable and is owned by the Borrower free and clear of all
mortgages, deeds of trust, pledges, liens, security interest or other charges or
encumbrances.

                                   ARTICLE IV
                                   Conditions
                                   ----------

                                       43
<PAGE>   44

                  SECTION 4.01. EFFECTIVE DATE. The obligations of the Lenders
to make Loans hereunder shall not become effective until the date on which each
of the following conditions is satisfied (or waived in accordance with SECTION
9.02):

                  (a) The Administrative Agent (or its counsel) shall have
received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement.

                  (b) The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) of Harter, Secrest & Emery, counsel for the Borrower,
substantially in the form of SCHEDULE 4.01(b), and covering such other matters
relating to the Borrower, this Agreement or the Transactions as the Required
Lenders shall reasonably request. The Borrower hereby requests such counsel to
deliver such opinion.

                  (c) The Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of
the Borrower, the authorization of the Transactions and any other legal matters
relating to the Borrower, this Agreement or the Transactions, all in form and
substance satisfactory to the Administrative Agent and its counsel.

                  (d) The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by the President, a Vice
President or a Financial Officer of the Borrower, confirming compliance with the
conditions set forth in PARAGRAPHS (a) AND (b) OF SECTION 4.02 and setting forth
a computation of the Leverage Ratio as of the end of the Fiscal Quarter ended
September 30, 2000.

                  (e) The Administrative Agent shall have received all fees and
other amounts due and payable to the Administrative Agent and the Lenders on or
prior to the Effective Date, including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses required to be reimbursed or paid by the
Borrower hereunder.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to SECTION 9.02) at or prior to 3:00 p.m., New York City time, on
February 28, 2001 (and, in the event



                                       44
<PAGE>   45

such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

                  SECTION 4.02. EACH CREDIT EVENT. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, is subject to the satisfaction
of the following conditions:

                  (a) The representations and warranties of the Borrower set
forth in this Agreement shall be true and correct on and as of the date of such
Borrowing.

                  (b) At the time of and immediately after giving effect to such
Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in PARAGRAPHS (A)
AND (B) of this Section.

                                    ARTICLE V
                              Affirmative Covenants
                              ---------------------

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Lenders that:

                  SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. The
Borrower will furnish to the Administrative Agent and each Lender:

                  (a) within 90 days after the end of each Fiscal Year of the
Borrower, its audited consolidated balance sheet and related statements of
operations, stockholders' equity and cash flows as of the end of and for such
year, setting forth in each case in comparative form the figures for the
previous Fiscal Year, all reported on by PricewaterhouseCoopers LLP or other
independent public accountants of recognized national standing (without a "going
concern" or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

                  (b) within 45 days after the end of each of the first three
Fiscal Quarters of each Fiscal Year of the Borrower, its consolidated balance
sheet and related statements of operations, stockholders' equity and cash flows
as of the end of and for such Fiscal Quarter and the then elapsed portion of the
Fiscal Year, setting forth in each case in



                                       45
<PAGE>   46

comparative form the figures for the corresponding period or periods of (or, in
the case of the balance sheet, as of the end of) the previous Fiscal Year, all
certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and
its Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of
footnotes;

                  (c) concurrently with any delivery of financial statements
under PARAGRAPH (a) OR (b) above, a certificate of a Financial Officer of the
Borrower (i) certifying as to whether a Default has occurred and, if a Default
has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with SECTIONS 6.09 THROUGH 6.11 and (iii)
stating whether any change in GAAP or in the application thereof has occurred
since the date of the audited financial statements referred to in SECTION 3.04
and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate;

                  (d) concurrently with any delivery of financial statements
under PARAGRAPH (a) above, a certificate of the accounting firm that reported on
such financial statements stating whether they obtained knowledge during the
course of their examination of such financial statements of any Default (which
certificate may be limited to the extent required by accounting rules or
guidelines);

                  (e) promptly after the same become publicly available, copies
of all periodic and other reports, proxy statements and other materials filed by
the Borrower or any Subsidiary with the Securities and Exchange Commission, or
any Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the
Borrower to its shareholders generally, as the case may be; and

                  (f) promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of the Borrower or any Subsidiary, or compliance with the terms of this
Agreement, as the Administrative Agent or any Lender may reasonably request.

                  SECTION 5.02. NOTICES OF MATERIAL EVENTS. The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
proceeding by or before any arbitrator or Governmental Authority against or
affecting the Borrower or any



                                       46
<PAGE>   47

Affiliate thereof that, if adversely determined, could reasonably be expected to
result in a Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
with any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate amount
exceeding $1,000,000; and

                  (d) any other development that results in, or could reasonably
be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                  SECTION 5.03. EXISTENCE; CONDUCT OF BUSINESS. The Borrower
will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; PROVIDED that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under SECTION
6.03.

                  SECTION 5.04. PAYMENT OF OBLIGATIONS. The Borrower will, and
will cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

                  SECTION 5.05. MAINTENANCE OF PROPERTIES; INSURANCE. The
Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.

                  SECTION 5.06. BOOKS AND RECORDS; INSPECTION RIGHTS. The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and account



                                       47
<PAGE>   48

in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested.

                  SECTION 5.07. COMPLIANCE WITH LAWS. The Borrower will, and
will cause each of its Subsidiaries to, comply with all laws, rules, regulations
and orders of any Governmental Authority applicable to it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.08. USE OF PROCEEDS. The proceeds of the Loans will
be used only for general corporate purposes of the Borrower and its Subsidiaries
in the ordinary course of business. No part of the proceeds of any Loan will be
used, whether directly or indirectly, (i) for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations G, U and
X, (ii) to pay dividends on Preferred Stock, (iii) to finance the redemption of
Preferred Stock or (iv) in violation of SECTION 6.04.

                  SECTION 5.09. SUBSIDIARY GUARANTEES. Each Person that becomes
a Material Subsidiary and is organized under the laws of the United States, any
state thereof or the District of Columbia, will execute and deliver to the
Lenders within thirty (30) days after becoming a Material Subsidiary, a
Guarantee of payment, in a form acceptable to the Required Lenders, of all
Indebtedness of the Borrower to the Lenders, along with a secretary's
certificate and an opinion of counsel to such Material Subsidiary regarding the
authorization, execution and delivery of such Guarantee, and its enforceability,
which secretary's certificate and opinion shall be satisfactory in all respects
to the Required Lenders. Notwithstanding the foregoing, the requirements of this
Section shall not apply to Genencor International Indiana, Inc., a Subsidiary
organized under the laws of Indiana, so long as such Subsidiary is not required
to enter into a Guarantee under or in respect of the Note Agreement or any of
the Notes issued pursuant thereto.

                  SECTION 5.10. COVENANT TO SECURE EQUALLY. If the Borrower or
any of its Subsidiaries creates or assumes any Lien upon any of its Property,
whether now owned or hereafter acquired, other than Liens permitted by the
provisions of SECTION 6.02 hereof (unless prior written consent to the creation
or assumption thereof shall have been obtained pursuant to SECTION 9.02), the
Borrower will make, or cause to be made pursuant to such agreements and
instruments as shall be approved by the Required Lenders, effective provision
whereby the Loans will be secured by such Lien equally and ratably with any and
all other Indebtedness thereby secured so long as any such



                                       48
<PAGE>   49

other Indebtedness shall be so secured, and the Borrower shall cause to be
delivered to each of the Required Lenders an opinion of independent counsel,
which opinion shall be satisfactory to the Required Lenders, to the effect that
such agreement or instrument equally and ratably secures the Loans and is
enforceable against the Borrower or such Subsidiary of the Borrower, as the case
may be, in accordance with its terms. Any violation of SECTION 6.02 hereof will
constitute an Event of Default hereunder, whether or not any such provision is
made or any equitable Lien is created pursuant to this SECTION 5.10.

                  SECTION 5.11. PARI PASSU RANKING. The Loans shall at all times
rank pari passu, without preference or priority, with all other outstanding,
unsecured, unsubordinated obligations of the Borrower, present and future, that
have not been accorded by law preferential rights.

                  SECTION 5.12. OTHER COVENANTS. If (in the reasonable opinion
of the Required Lenders) at any time and from time to time, after the date
hereof, any of the covenants, representations and warranties or events of
default, or any other material term or provision (other than any term or
provision relating to any payment terms, interest rates or penalties), contained
in the Note Agreement, or in any document, agreement or instrument from time to
time entered into by the Borrower in respect thereof, is more favorable to
holders under the Note Agreement than are the terms of this Agreement, this
Agreement shall be amended to contain each such more favorable covenant,
representation and warranty, event of default, term or provision, and the
Borrower hereby agrees to so amend this Agreement and to execute and deliver all
such documents requested by the Lenders to reflect such amendments. Prior to the
execution and delivery of such documents by the Borrower, this Agreement shall
be deemed to contain each such more favorable covenant, representation and
warranty, event of default, term or provision for purposes of determining the
rights and obligations hereunder.

                                   ARTICLE VI
                               Negative Covenants
                               ------------------

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, the Borrower covenants and agrees with the Lenders that:

                  SECTION 6.01. LIMITATION ON SUBSIDIARY INDEBTEDNESS. The
Borrower will not permit any Subsidiary directly or indirectly, to, create,
incur, assume or otherwise become liable with respect to any Indebtedness or
Preferred Stock other than:



                                       49
<PAGE>   50

                  (a) Indebtedness or Preferred Stock of any Subsidiary existing
as of the date hereof and set forth in SCHEDULE 6.01 and extensions, renewals
and replacements of any such Indebtedness or Preferred Stock so long as:

                  (i)      the principal amount of such Indebtedness or the
                           aggregate liquidation value of such Preferred Stock,
                           as the case may be, shall not be increased in excess
                           of the amount of such Indebtedness or restrictions
                           applicable to such Subsidiary on account of such
                           Indebtedness or Preferred Stock, outstanding
                           immediately prior to such extension, renewal or
                           replacement; and

                  (ii)     any covenants or restrictions applicable to such
                           Subsidiary on account of such Indebtedness or
                           Preferred Stock shall not be materially more onerous
                           to such Subsidiary than the covenants or restrictions
                           applicable to such Subsidiary on account of such
                           Indebtedness or Preferred Stock prior to such
                           extensions, renewal or replacement;

                  (b) Subject to the limitations imposed pursuant to SECTION
6.04, Indebtedness owing to, or Preferred Stock beneficially owned by the
Borrower or a Wholly-Owned Subsidiary; and

                  (c) Subject to the limitations imposed pursuant to SECTION
6.04, additional Indebtedness or Preferred Stock of any such Subsidiary not
otherwise permitted under PARAGRAPHS (a) AND (b) of this SECTION 6.01 so long as
immediately after giving effect to the incurrence of such additional
Indebtedness or the issuance of such additional Preferred Stock and the
concurrent retirement of other Indebtedness or Preferred Stock the sum of:

                  (i)      the aggregate principal amount of all such newly
                           incurred Indebtedness or the aggregate liquidation
                           value of all such newly issued Preferred Stock, PLUS,

                  (ii)     the aggregate amount of all outstanding Indebtedness,
                           and the aggregate liquidation value of all
                           outstanding Preferred Stock, not permitted under
                           PARAGRAPHS (a) AND (b) of this Section that was
                           previously incurred or issued by all such
                           Subsidiaries (other than any such Indebtedness or
                           Preferred Stock owned by the Borrower or Wholly-Owned
                           Subsidiary),

shall not exceed ten percent (10%) of Consolidated Net Worth at such time.



                                       50
<PAGE>   51

In the event that there is any question as to whether the covenants and
restrictions referred to in SECTION 6.01 shall be more onerous to any Subsidiary
of the Borrower than the covenants and restrictions applicable to such
Subsidiary prior to any extension, renewal or replacement referred to in such
paragraph, the written determination of the Required Lenders shall be
conclusive.

                  SECTION 6.02. LIENS. The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any Lien on
any of its Property, whether now owned or hereafter acquired by it, except:

                  (a)      Liens outstanding on the date hereof and set forth in
                           SCHEDULE 6.02;

                  (b)      any Lien on Property that is:

                           (i)      properly classifiable in accordance with
                                    GAAP as non-current, and

                           (ii)     acquired or constructed by the Borrower or
                                    any Subsidiary of the Borrower,

which Lien secured Indebtedness used by the owner of such Property to pay for
all or a portion of the related purchase price or construction costs of such
Property, PROVIDED that

                                    (1) such Lien shall not extend to or cover
                                    any Property other than Property acquired or
                                    constructed after the date hereof with the
                                    proceeds of the Indebtedness secured
                                    thereby, and shall not secure Indebtedness
                                    other than such Indebtedness;

                                    (2) such Lien shall be imposed on such
                                    Property at the time of or before the
                                    acquisition or substantial completion
                                    thereof, and

                                    (3) such Lien shall secure Indebtedness in
                                    an amount not exceeding one hundred percent
                                    (100%) of the cost of acquisition or
                                    construction of the Property to which such
                                    Indebtedness relates;

                                       51
<PAGE>   52

                   (c)  (i)         any Lien on any Property of a Person at the
                                    time it becomes a Subsidiary of the Borrower
                                    or merges with or consolidates into the
                                    Borrower or any Subsidiary of the Borrower,
                                    and

                         (ii)       any Lien on any Property acquired by the
                                    Borrower or any Subsidiary of the Borrower
                                    that was in existence at the time of such
                                    acquisition,

PROVIDED that, in the case of each of the foregoing PARAGRAPHS (c)(i) AND
(c)(ii) of this SECTION 6.02:

                           (1)      such Lien shall not extend to or cover any
                                    Property other than the Property subject to
                                    such Lien at the time of such transaction,
                                    and shall not secure Indebtedness other than
                                    the Indebtedness outstanding at the time of
                                    such transaction,

                           (2)      the aggregate amount of Indebtedness secured
                                    by Liens on such Property shall not exceed
                                    an amount equal to one hundred percent
                                    (100%) of the cost of acquisition of such
                                    Property measured at the time of such
                                    transaction, and

                           (3)      such Lien shall not have been created in
                                    contemplation of any such transaction, and
                                    shall not have been created by the Borrower
                                    or a Subsidiary of the Borrower;

                  (d)      Liens for Taxes not yet due or that are being
                           actively contested in good faith by appropriate
                           proceedings;

                  (e)      Liens incurred or deposits made in the ordinary
                           course of business,

                           (i)      in connection with workmen's compensation,
                                    unemployment insurance, social security and
                                    other like laws,

                           (ii)     to secure the performance of letters of
                                    credit, bids, tenders, sales contracts,
                                    surety and performance bonds (of a type
                                    other than set forth in PARAGRAPH (d) of
                                    this SECTION 6.02) and other similar
                                    obligations not incurred in connection with
                                    the borrowing of money, the obtaining of
                                    advances or the payment of the deferred
                                    purchase price of Property, and



                                       52
<PAGE>   53

                           (iii)    in respect of leases, statutory obligations
                                    or claims or demands of materialmen,
                                    mechanics, carriers, warehousemen, landlords
                                    and other like Persons, PROVIDED that

                                    (1)      the obligations secured by such
                                             Liens shall not be due and payable
                                             or, if due and payable, shall be
                                             actively contested in good faith by
                                             appropriate proceedings,

                                    (2)      such obligations shall not have
                                             arisen in connection with the
                                             borrowing of money, the obtaining
                                             of advances or the payment of the
                                             deferred purchase price of
                                             Property, and

                                    (3)      such Liens in the aggregate could
                                             not reasonably be expected to have
                                             a Material Adverse Effect;

                  (f)      Liens, arising in connection with court proceedings,

                           (i)      in the nature of attachments, remedies and
                                    judgments, PROVIDED that the execution or
                                    other enforcement of such Liens is
                                    effectively stayed and the claims secured
                                    thereby are being actively contested in good
                                    faith and by appropriate proceedings and
                                    PROVIDED FURTHER that the aggregate amount
                                    so secured, together with the aggregate
                                    amount secured pursuant to PARAGRAPH (f)(ii)
                                    of this SECTION 6.02, shall not at any time
                                    exceed Two Million Dollars ($2,000,000), and

                           (ii)     securing appeal bonds, supersedeas bonds and
                                    other similar Liens arising in connection
                                    with court proceedings (including, without
                                    limitation, surety bonds and letters of
                                    credit) or any other instrument serving a
                                    similar purpose, PROVIDED that the aggregate
                                    amount so secured, together with the
                                    aggregate amount secured pursuant to
                                    PARAGRAPH (f)(i) of this SECTION 6.02, shall
                                    not at any time exceed Two Million Dollars
                                    ($2,000,000);

                  (g)      Liens on Property of a Subsidiary of the Borrower to
                           secure obligations of such Subsidiary to the Borrower
                           or another Subsidiary of the Borrower;

                                       53
<PAGE>   54

                  (h)      reservations, exceptions, encroachments, easements,
                           rights-of-way, covenants, conditions, restrictions
                           and other similar title exceptions or encumbrances
                           affecting real property, PROVIDED they do not in the
                           aggregate materially detract from the value of such
                           real property or materially interfere with their use
                           in the ordinary conduct of the owning Person's
                           business; and

                  (i)      any Lien permitted by PARAGRAPH (a) THROUGH (h) of
                           this SECTION 6.02 securing Indebtedness that is being
                           renewed, extended or refunded, PROVIDED that such
                           Lien is not extended to any other Property at the
                           time of such renewal, extension or refunding and that
                           the principal amount of such Indebtedness so secured
                           is not to be increased in excess of the principal
                           amount outstanding at the time of such renewal,
                           extension or refunding.

                  SECTION 6.03. FUNDAMENTAL CHANGES. (a) The Borrower will not,
and will not permit any of its Subsidiaries to, merge or consolidate with or
into any other Person, or convey, transfer, spin-off or lease all or
substantially all of its assets in a single transaction or series of
transactions to any Person, except that:

                           (i)      any such Subsidiary may

                                    (1)      merge or consolidate with or into,
                                             or convey, transfer or spin-off all
                                             or substantially all of its assets
                                             to, the Borrower, provided that the
                                             Borrower is the continuing or
                                             surviving corporation, or

                                    (2)      convey, transfer or spin-off all or
                                             substantially all of its assets in
                                             compliance with the provisions of
                                             SECTION 6.16 hereof;

                           (ii)     any such Subsidiary may merge or consolidate
                                    with or into, or convey, transfer or
                                    spin-off all or substantially all of its
                                    assets to another Subsidiary of the Borrower
                                    provided that immediately after giving
                                    effect to such transaction, the Borrower,
                                    directly or indirectly, retains at least the
                                    same ownership interest in the surviving or
                                    transferee Subsidiary as it had in the other
                                    Subsidiary immediately prior to such
                                    transaction, and



                                       54
<PAGE>   55

                           (iii)    the Borrower may merge or consolidate with
                                    or into, or convey, transfer or spin-off all
                                    or substantially all of its assets to, any
                                    other solvent corporation, provided that

                                    (1)     the successor formed by such
                                            consolidation or the survivor of
                                            such merger or the Person that
                                            acquires by conveyance, transfer or
                                            spin-off all or substantially all of
                                            the assets of the Borrower as an
                                            entirety, as the case may be (the
                                            "SUCCESSOR CORPORATION"), shall be a
                                            solvent corporation organized and
                                            existing under the laws of the
                                            United States of America, any state
                                            thereof or the District of Columbia,

                                    (2)     if the Borrower is not the Successor
                                            Corporation, such corporation shall
                                            have executed and delivered to the
                                            Lenders its assumption of the due
                                            and punctual performance and
                                            observance of each covenant and
                                            condition of this Agreement
                                            (pursuant to such agreements and
                                            instruments as shall be reasonably
                                            satisfactory to the Lenders), and
                                            the Borrower shall have caused to be
                                            delivered to the Lenders an opinion,
                                            in form and substance satisfactory
                                            to the Lenders, of independent
                                            counsel reasonably satisfactory to
                                            the Lenders, to the effect that all
                                            agreements or instruments effecting
                                            such assumption are enforceable in
                                            accordance with their terms and
                                            comply with the terms hereof, and

                                    (3)     immediately prior to, and
                                            immediately after giving effect to,
                                            such transaction, no Event of
                                            Default would exist.

No such conveyance, transfer or spin-off of all or substantially all of the
Property of the Borrower shall have the effect of releasing the Borrower or any
Successor Corporation from its liability under this Agreement.

                  (b) The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date of this Agreement and businesses reasonably related thereto.



                                       55
<PAGE>   56

                  SECTION 6.04. PERMITTED INVESTMENTS. The Borrower will not,
nor will it permit any of its Subsidiaries to, make any Investment other than a
Permitted Investment; and Borrower will not make any Permitted Investment not
described in PARAGRAPH (a) of the definition of Permitted Investments if it
would cause the then aggregate outstanding principal amount of such Permitted
Investments that were made, directly or indirectly, with (i) Loan proceeds under
this Agreement and/or (ii) loan proceeds under the $16,000,000 Credit Agreement
to exceed $20,000,000.

                  SECTION 6.05. HEDGING AGREEMENTS. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any Hedging Agreement,
other than Hedging Agreements entered into in the ordinary course of business to
hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in
the conduct of its business or the management of its liabilities.

                  SECTION 6.06. RESTRICTED PAYMENTS. The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly, declare,
make, set apart any funds or other Property for, or incur any liability to make,
any Restricted Payments, unless immediately after giving effect to such action,
no Default or Event of Default would exist, including, without limitation, an
Event of Default arising from a failure to comply with SECTION 6.01 and 6.11 of
this Agreement.

                  SECTION 6.07. TRANSACTIONS WITH AFFILIATES. The Borrower will
not, and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) in the ordinary course of business at prices and
on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Borrower and its Subsidiaries not
involving any other Affiliate and (c) any Restricted Payment permitted by
SECTION 6.06.

                  SECTION 6.08. RESTRICTIVE AGREEMENTS. The Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any
of its property or assets, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to any shares of its capital stock or to
make or repay loans or advances to the Borrower or any other Subsidiary or to
Guarantee Indebtedness of the Borrower or any other Subsidiary; PROVIDED that
(i) the foregoing shall not apply to restrictions and conditions imposed by law
or by this Agreement, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on SCHEDULE 6.08 (but shall
apply to any extension or renewal of, or any amendment or modification expanding
the scope of, any such restriction or condition), (iii) the foregoing shall not
apply to customary restrictions and conditions



                                       56
<PAGE>   57

contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) PARAGRAPH (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness and (v) PARAGRAPH (a) of the foregoing shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.

                  SECTION 6.09. CONSOLIDATED INDEBTEDNESS TO TOTAL
CAPITALIZATION. The Borrower will not permit its Consolidated Indebtedness to be
more than 55% of its Total Capitalization at the end of any Fiscal Quarter.

                  SECTION 6.10. INTEREST COVERAGE. The Borrower shall not permit
the ratio of EBITDA for any period of four (4) consecutive Fiscal Quarters to
Consolidated Interest Expense for such period to be less than 3.50 to 1.0.

                  SECTION 6.11. DEBT/EBITDA. The Borrower shall not permit the
ratio of Consolidated Indebtedness, determined as of the end of any Fiscal
Quarter to EBITDA for the period of four (4) consecutive Fiscal Quarters ending
with such Fiscal Quarter to be greater than 3.50 to 1.0.

                  SECTION 6.12. INTENTIONALLY OMITTED.

                  SECTION 6.13. INTENTIONALLY OMITTED.

                  SECTION 6.14. LIMITATIONS ON CERTAIN SUBSIDIARY ACTIONS. The
Borrower will not, nor will it permit any of its Subsidiaries to, enter into any
agreement which would, directly or indirectly, restrict such Subsidiary's
ability or right to:

                  (a) pay dividends or make any other distributions to the
Borrower;

                  (b) pay any Indebtedness owing to the Borrower;

                  (c) make loans or advances to, or other Investments in, the
Borrower; or

                  (d) transfer any Property to the Borrower.

                  SECTION 6.15. SALE OR DISCOUNT OF RECEIVABLES. The Borrower
will not, nor will it permit any of its Subsidiaries to, discount or sell with
recourse, or sell for less



                                       57
<PAGE>   58

than the greater of the face value or Fair Market Value thereof, any of its
notes receivable or accounts receivable.

                  SECTION 6.16.  SALE OF ASSETS.
                                 --------------

                  (a) The Borrower will not, and will not permit any of its
Subsidiaries to, make any Transfer, PROVIDED that the foregoing restriction does
not apply to a Transfer if:

                           (i)      the Property that is the subject of such
                                    Transfer constitutes either (1) inventory
                                    held for sale, or (2) equipment, fixtures,
                                    supplies or materials no longer required in
                                    the operation of the business of the
                                    Borrower or such Subsidiary or that is
                                    obsolete, and, in the case of any Transfer
                                    described in PARAGRAPH (1) OR PARAGRAPH (2),
                                    such Transfer is in the ordinary course of
                                    business (an "ORDINARY COURSE TRANSFER");

                           (ii)     either
                                    (1)     such Transfer is from a Subsidiary
                                            of the Borrower to the Borrower or
                                            to any other Subsidiary of the
                                            Borrower and immediately after
                                            giving effect to such Transfer, the
                                            Borrower, directly or indirectly,
                                            retains at least the same ownership
                                            interest in the transferee
                                            Subsidiary as it had in the
                                            transferor Subsidiary immediately
                                            prior to such Transfer, or

                                    (2)     such Transfer is from the Borrower
                                            to a Wholly-Owned Subsidiary of the
                                            Borrower (each such Transfer
                                            described in PARAGRAPH (1) AND
                                            PARAGRAPH (2), an "INTERGROUP
                                            TRANSFER");

                           (iii)    such Transfer is permitted under SECTION
                                    6.03 hereof (a "PERMITTED TRANSFER"); or

                           (iv)     such Transfer is not an Ordinary Course
                                    Transfer, an Intergroup Transfer or a
                                    Permitted Transfer (such transfers
                                    collectively referred to as "EXCLUDED
                                    TRANSFERS"), and all of the following
                                    conditions shall have been satisfied with
                                    respect thereto:

                                       58
<PAGE>   59

                                    (1)     such Transfer does not involve a
                                            Substantial Portion of the Property
                                            of the Borrower and its
                                            Subsidiaries,

                                    (2)     in the good faith opinion of the
                                            Borrower, such Transfer is in
                                            exchange for consideration with a
                                            Fair Market Value at least equal to
                                            that of the Property exchanged, and

                                    (3)     immediately before and after giving
                                            effect to such transaction no Event
                                            of Default exists or would exist.

                  (b) Indebtedness Prepayment Transfers and Reinvested
Transfers.

                           (i)      Notwithstanding the provisions of SECTION
                                    6.16(a), the determination of whether a
                                    Transfer involves a Substantial Portion of
                                    the Property of the Borrower and its
                                    Subsidiaries, as provided in SECTION
                                    6.16(a)(iv)(1) hereof, shall be made by

                                    (1)     deducting from the Disposition Value
                                            of the Property subject to such
                                            Transfer the same proportion of the
                                            Disposition Value attributable to
                                            such Property as shall be equal to
                                            the proportion of the Net Proceeds
                                            (the "DESIGNATED PORTION") to be
                                            applied to either:

                                            (A)      the prepayment of the
                                                     obligations due under this
                                                     Agreement or other Senior
                                                     Indebtedness (a "PREPAYMENT
                                                     TRANSFER") in accordance
                                                     with the respective
                                                     outstanding principal
                                                     amount thereof, within one
                                                     hundred eighty (180) days
                                                     before or after the
                                                     consummation of such
                                                     Transfer, or

                                            (B)      the acquisition, within one
                                                     hundred eighty (180) days
                                                     before or after the
                                                     consummation of such
                                                     Transfer, of Property
                                                     (including the capital
                                                     stock of corporations that,
                                                     upon such acquisition,
                                                     become Subsidiaries of the
                                                     Borrower) to be utilized in
                                                     the business of the
                                                     Borrower and its
                                                     Subsidiaries (a "REINVESTED
                                                     TRANSFER"),

in each case, as specified in the written notice referred to in SECTION 6.16(d).



                                       59
<PAGE>   60

                  (c) If, notwithstanding the immediately preceding PARAGRAPH
(i), the Borrower shall fail to apply the entire amount of the Designated
Portion as specified in such written notice given in accordance with SECTION
6.16(c) within the period stated in SECTION 6.16(b)(i)(1), the computation of
whether such Transfer involved a Substantial Portion of the Property of the
Borrower and its Subsidiaries shall be recomputed, as of the date of such
Transfer, by deducting from the Disposition Value of the Property subject to
such Transfer only the same proportion of such Disposition Value as shall be
equal to the proportion of the Net Proceeds attributable to such Property
actually applied to either a Prepayment Transfer or a Reinvested Transfer within
such period. If, upon the recomputation provided for in the preceding sentence,
such Transfer involved a Substantial Portion of the Property of the Borrower and
its Subsidiaries, an Event of Default shall be deemed to have existed as of the
expiration of such period.

                  (d) Notices with respect to Transfers. The Borrower shall give
written notice to each Lender at least ten (10) days prior to the consummation
of any Transfer if such Transfer would violate the provisions of SECTION
6.16(a), but for the application of SECTION 6.16(b)(8), which notice shall:

                           (i)      specify the anticipated consummation date of
                                    such Transfer;

                           (ii)     set forth the Disposition Value of the
                                    Property subject to the Transfer and an
                                    estimate of the Net Proceeds to be received
                                    for such Property upon the Transfer thereof;
                                    and

                           (iii)    state the portion of the estimated Net
                                    Proceeds to be applied to either or both of
                                    a Reinvested Transfer or a Prepayment
                                    Transfer.

In addition, the Borrower shall give written notice to each Lender not more than
ten (10) days after the expiration of the period of one hundred eighty (180)
days referred to in SECTION 6.16(b)(i)(1).

                           (iv)     specifying the portion of such Net Proceeds
                                    actually applied to a Reinvested Transfer or
                                    a Prepayment Transfer,

                           (v)      describing in reasonable detail the Property
                                    acquired with such Reinvested Transfer or
                                    the Senior Indebtedness paid as a result of
                                    such Prepayment Transfer, and



                                       60
<PAGE>   61

                           (vi)     setting forth, in reasonable detail, any
                                    computation required by SECTION 6.16(b)(ii).

                                   ARTICLE VII
                                Events of Default
                                -----------------

                  If any of the following events ("EVENTS OF DEFAULT") shall
occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
any fee or any other amount (other than an amount referred to in PARAGRAPH (a)
of this Article) payable under this Agreement, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of five
days;

                  (c) any representation or warranty made or deemed made by or
on behalf of the Borrower or any Subsidiary in or in connection with this
Agreement or any amendment or modification hereof or waiver hereunder, or in any
report, certificate, financial statement or other document furnished pursuant to
or in connection with this Agreement or any amendment or modification hereof or
waiver hereunder, shall prove to have been incorrect when made or deemed made;

                  (d) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in SECTION 5.02, 5.03 (with respect
to the Borrower's existence) OR 5.08 or in ARTICLE VI;

                  (e) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement (other than those
specified in PARAGRAPH (a), (b) OR (d) of this Article), and such failure shall
continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request
of any Lender);

                  (f) the Borrower or any Subsidiary shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable;

                  (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of



                                       61
<PAGE>   62

any Material Indebtedness or any trustee or agent on its or their behalf to
cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasances thereof, prior to its scheduled maturity;
PROVIDED that this PARAGRAPH (g) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any Subsidiary or its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part of
its assets, and, in any such case, such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall be entered;

                  (i) the Borrower or any Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in PARAGRAPH (h) of this Article, (iii) apply
for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any Subsidiary
or for a substantial part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing;

                  (j) the Borrower or any Subsidiary shall become unable, admit
in writing its inability or fail generally to pay its debts as they become due;

                  (k) one or more judgments for the payment of money in an
aggregate amount in excess of $2,000,000 (using the Exchange Rate to compute
amounts in currencies other than dollars) shall be rendered against the
Borrower, any Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of the Borrower or any Subsidiary to
enforce any such judgment;

                  (l) an ERISA Event shall have occurred that, in the opinion of
the Lenders, when taken together with all other ERISA Events that have occurred,
could



                                       62
<PAGE>   63

reasonably be expected to result in liability of the Borrower and its
Subsidiaries in an aggregate amount exceeding $2,000,000;

                  (m) a Change in Control shall occur; or

                  (n) the occurrence of an "Event of Default" as such term is
defined in the $16,000,000 Credit Agreement.

then, and in every such event (other than an event with respect to the Borrower
described in PARAGRAPH (h) OR (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in PARAGRAPH (h) OR (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

                                  ARTICLE VIII
                            The Administrative Agent
                            ------------------------

                  Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

                  The bank serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.



                                       63
<PAGE>   64

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in SECTION 9.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in SECTION 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by the Borrower or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in ARTICLE IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform



                                       64
<PAGE>   65

any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and SECTION 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

                                   ARTICLE IX
                                  Miscellaneous
                                  -------------

                  SECTION 9.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other



                                       65
<PAGE>   66

communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

                  (a) if to the Borrower, to it at 200 Meridian Centre
Boulevard, Rochester, New York 14618, Attention of Andrew Ashworth, Global
Treasurer (Telecopy No. (716) 256-5287;

                  (b) if to the Administrative Agent, to The Chase Manhattan
Bank, Corporate Lending and Portfolio Management, One Chase Manhattan Plaza, 8th
Floor, New York, New York 10081, Attention of Jesus Sang (Telecopy No. (212)
552-5650), with a copy to The Chase Manhattan Bank, One Chase Square, Rochester,
New York 14604, Attention of Scott Rose (Telecopy No. (716) 258-4258);

                  (c) if to any other Lender, to it at its address (or telecopy
number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

                  SECTION 9.02. WAIVERS; AMENDMENTS. (a) No failure or delay by
the Administrative Agent or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
PARAGRAPH (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent, or any Lender may have had notice or knowledge of such
Default at the time.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders; PROVIDED
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent



                                       66
<PAGE>   67

of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate
of interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the scheduled date of
payment of the principal amount of any Loan, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender affected thereby, (iv) change SECTION 2.15(b)
OR (c) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of "Required Lenders" or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender, or (vi) waive
or release any Guarantee of Indebtedness of Borrower to the Lenders; PROVIDED
FURTHER that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, hereunder without the prior
written consent of the Administrative Agent.

                  SECTION 9.03. EXPENSES; INDEMNITY; DAMAGE WAIVER. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by
the Administrative Agent, or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans.

                  (b) The Borrower shall indemnify the Administrative Agent and
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "INDEMNITEE") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transactions contemplated hereby, (ii) any Loan or the
use of the proceeds therefrom, (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Liability related in any



                                       67
<PAGE>   68

way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; PROVIDED that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or wilful misconduct of such Indemnitee.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent under PARAGRAPH (a) OR (b)
of this Section, each Lender severally agrees to pay to the Administrative
Agent, such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; PROVIDED that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent, in its capacity as such.

                  (d) To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or the use of the proceeds thereof.

                  (e) All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 9.04. SUCCESSORS AND ASSIGNS. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); PROVIDED that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower and the



                                       68
<PAGE>   69

Administrative Agent must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld), (ii) except in the case of
an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender's Commitment, the amount of the
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 unless
each of the Borrower and the Administrative Agent otherwise consent, (iii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement, (iv) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Acceptance, together with a processing and recordation fee of
$3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; and PROVIDED FURTHER that
any consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default under ARTICLE VII has occurred and is
continuing. Subject to acceptance and recording thereof pursuant to PARAGRAPH
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of SECTIONS
2.12, 2.13, 2.14 AND 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with PARAGRAPH (e) of
this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive, and the Borrower, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed



                                       69
<PAGE>   70

Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in PARAGRAPH (b) of
this Section and any written consent to such assignment required by PARAGRAPH
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

                  (e) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "PARTICIPANT") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); PROVIDED that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative 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 Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; PROVIDED that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to SECTION 9.02(b) that affects such Participant.
Subject to PARAGRAPH (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of SECTIONS 2.12, 2.13 AND 2.14 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to PARAGRAPH (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of SECTION 9.08 as
though it were a Lender, provided such Participant agrees to be subject to
SECTION 2.15(c) as though it were a Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment under SECTION 2.12 OR 2.14 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of SECTION 2.14 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with SECTION
2.14(E) as though it were a Lender.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest;



                                       70
<PAGE>   71

PROVIDED that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

                  SECTION 9.05. SURVIVAL. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of SECTIONS 2.12, 2.13, 2.14 AND 9.03 and
ARTICLE VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.

                  SECTION 9.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in SECTION 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

                  SECTION 9.07. SEVERABILITY. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.



                                       71
<PAGE>   72

                  SECTION 9.08. RIGHT OF SETOFF. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

                  SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE
OF PROCESS. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York applicable to contracts made and to
be performed in such state, without regard to conflict of laws principles.

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in Monroe County and of the
United States District Court of the Western District of New York, sitting in
Rochester, New York and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

                  (c) The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in PARAGRAPH (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                                       72
<PAGE>   73

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in SECTION 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. HEADINGS. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. CONFIDENTIALITY. Each of the Administrative
Agent and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower. For the purposes of this Section, "INFORMATION" means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent



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or any Lender on a nonconfidential basis prior to disclosure by the Borrower;
PROVIDED that, in the case of information received from the Borrower after the
date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

                  SECTION 9.13. INTEREST RATE LIMITATION. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "CHARGES"), shall
exceed the maximum lawful rate (the "MAXIMUM RATE") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

                  SECTION 9.14. JUDGMENT CURRENCY. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

                  (b) The obligation of any Borrower in respect of any sum due
to any party hereto or any holder of the obligations owing hereunder (the
"APPLICABLE CREDITOR") shall, notwithstanding any judgment in a currency (the
"JUDGMENT CURRENCY") other than the currency in which such sum is stated to be
due hereunder (the "AGREEMENT CURRENCY"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgement, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in



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this Section shall survive the termination of this Agreement and the payment of
all other amounts owing hereunder.

                           [signature page to follow]



                                       75
<PAGE>   76


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

Borrower                                    Genencor International, Inc.


                                            By: /s/  Raymond J. Land
                                                --------------------------------
                                                Name: Raymond J. Land
                                                Title: Senior Vice President and
                                                       Chief Financial Officer

Lenders and                                 THE CHASE MANHATTAN BANK,
Administrative Agent                        individually and as Administrative
                                            Agent,


                                            By: /s/ Scott R. Rose
                                                --------------------------------
                                                Name: Scott R. Rose
                                                Title: Vice President

                                            ABN AMRO Bank N.Y.


                                            By: /s/ Kevin P. Costello
                                                --------------------------------
                                                Name: Kevin P. Costello
                                                Title: Group Vice President

                                            By: /s/ Angela Reitz
                                                --------------------------------
                                                Name: Angela Reitz
                                                Title: Vice President



                                       76
<PAGE>   77

                                            The Bank of New York

                                            By: /s/ Thomas C. McCrohan
                                                --------------------------------
                                                Name: Thomas C. McCrohan
                                                Title: Vice President

                                       77