<PAGE>
 
================================================================================
                                                                       Exhibit 4
                                                                       ---------

                                CREDIT AGREEMENT


                                     among

                                 AMETEK, INC.,


                         VARIOUS LENDING INSTITUTIONS,

                               BANK OF MONTREAL,

                             CORESTATES BANK, N.A.

                                      and

                        PNC BANK, NATIONAL ASSOCIATION,
                                 AS CO-AGENTS,

                                      and

                           THE CHASE MANHATTAN BANK,
                            AS ADMINISTRATIVE AGENT



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

                          Dated as of August 2, 1995
                                      and
                 Amended and Restated as of September 12, 1996


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

                                 $195,000,000


================================================================================
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----


<S>        <C>                                                          <C>
SECTION 1.  Amount and Terms of Credit.................................   1
     1.01  Commitments.................................................   1
     1.02  Minimum Borrowing Amounts, etc. ............................   2
     1.03  Notice of Borrowing of Revolving Loans......................   2
     1.04  Competitive Bid Borrowings..................................   3
     1.05  Disbursement of Funds.......................................   6
     1.06  Notes; Register.............................................   7
     1.07  Conversions.................................................   7
     1.08  Pro Rata Borrowings.........................................   8
     1.09  Interest....................................................   8
     1.10  Interest Periods............................................   9
     1.11  Increased Costs, Illegality, etc............................  10
     1.12  Compensation................................................  13
     1.13  Change of Lending Office....................................  14
     1.14  Replacement of Banks........................................  14
     1.15  Limitation on Additional Amounts, etc.......................  15

SECTION 2.  Letters of Credit..........................................  16
     2.01  Letters of Credit...........................................  16
     2.02  Letter of Credit Participations.............................  18
     2.03  Letter of Credit Requests; Notices of Issuance..............  20
     2.04  Agreement to Repay Letter of Credit Drawings................  21
     2.05  Increased Costs.............................................  21
     2.06  Indemnification.............................................  22

SECTION 3.  Fees; Commitments..........................................  22
     3.01  Fees........................................................  22
     3.02  Voluntary Reduction of Commitments..........................  23
     3.03  Mandatory Adjustments of Commitments........................  24

SECTION 4.  Payments...................................................  24
     4.01  Voluntary Prepayments.......................................  24
     4.02  Mandatory Prepayments.......................................  25
              (A)  Requirements........................................  25
              (B)  Application.........................................  27
     4.03  Method and Place of Payment.................................  28
     4.04  Net Payments................................................  28

SECTION 5.  Conditions Precedent.......................................  30
</TABLE>

                                      (i)
<PAGE>
 
<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>        <C>                                                                 <C>
     5.01  Conditions Precedent to Loans on the Restatement Effective Date.....  30
              (a)  Execution of Agreement; Notes...............................  31
              (b)  Officer's Certificate.......................................  31
              (c)  Corporate Documents; Proceedings; Officers' Certificates....  31
              (d)  Opinions of Counsel.........................................  31
              (e)  Original Credit Agreement...................................  31
              (f)  Approvals...................................................  32
              (g)  Subsidiary Guaranty.........................................  32
              (h)  Insurance Policies..........................................  32
              (i)  Employee Benefit Plans; Collective Bargaining
                      Agreements; Management Agreements; Employment
                      Agreements, etc..........................................  32
              (j)  Payment of Fees.............................................  34
              (k)  Adverse Change..............................................  34
              (l)  Litigation..................................................  34
     5.02  Conditions Precedent to All Credit Events...........................  35
              (a)  No Default; Representations and Warranties..................  35
              (b)  Notice of Borrowing; Notice of Competitive Bid
                      Borrowing; Letter of Credit Request......................  35

SECTION 6.  Representations, Warranties and Agreements.........................  36
     6.01  Corporate Status....................................................  36
     6.02  Corporate Power and Authority.......................................  36
     6.03  No Violation........................................................  36
     6.04  Litigation..........................................................  37
     6.05  Use of Proceeds.....................................................  37
     6.06  Governmental Approvals..............................................  37
     6.07  Investment Company Act..............................................  37
     6.08  Public Utility Holding Company Act..................................  38
     6.09  True and Complete Disclosure........................................  38
     6.10  Financial Condition; Financial Statements...........................  38
     6.11  Tax Returns and Payments............................................  39
     6.12  Compliance with ERISA...............................................  40
     6.13  Subsidiaries........................................................  41
     6.14  Patents, etc........................................................  41
     6.15  Compliance with Statutes; Environmental Matters, etc................  41
     6.16  Properties..........................................................  42
     6.17  Labor Relations; Collective Bargaining Agreements...................  42
     6.18  Indebtedness........................................................  43
     6.19  Restrictions on Subsidiaries........................................  43
     6.20  Transaction.........................................................  43
     6.21  Insurance...........................................................  44
</TABLE>
 
                                     (ii) 
<PAGE>
 
<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----

<S>        <C>                                                                 <C>
     6.22  Senior Notes........................................................  44
     6.23  Interest Rate Protection Agreements.................................  44

SECTION 7.  Affirmative Covenants..............................................  44
     7.01  Information Covenants...............................................  44
               (a)  Annual Financial Statements................................  44
               (b)  Quarterly Financial Statements.............................  45
               (c)  Budgets; etc...............................................  45
               (d)  Officer's Certificates.....................................  46
               (e)  Notice of Default or Litigation............................  46
               (f)  Auditors' Reports..........................................  46
               (g)  Environmental Matters......................................  47
               (h)  Other Information..........................................  48
     7.02  Books, Records and Inspections......................................  48
     7.03  Payment of Taxes....................................................  48
     7.04  Corporate Franchises................................................  49
     7.05  Compliance with Statutes, Environmental Laws, etc...................  49
     7.06  ERISA...............................................................  50
     7.07  Good Repair.........................................................  51
     7.08  End of Fiscal Years; Fiscal Quarters................................  51
     7.09  Maintenance of Property; Insurance..................................  51
     7.10  Performance of Obligations..........................................  51
     7.11  Use of Proceeds.....................................................  52
     7.12  Ownership of Subsidiaries...........................................  52
     7.13  Foreign Subsidiaries Guaranty.......................................  52
     7.14  Senior Notes Change of Control......................................  52

SECTION 8.  Negative Covenants.................................................  52
     8.01  Consolidation, Merger, Sale or Purchase of Assets, etc..............  53
     8.02  Liens...............................................................  58
     8.03  Indebtedness........................................................  60
     8.04  Limitation on the Creation of Subsidiaries..........................  64
     8.05  Advances, Investments and Loans.....................................  64
     8.06  Dividends, etc......................................................  66
     8.07  Transactions with Affiliates........................................  67
     8.08  Changes in Business.................................................  68
     8.09  Fixed Charge Coverage Ratio.........................................  68
     8.10  Leverage Ratio......................................................  68
     8.11  Consolidated Indebtedness to Consolidated EBITDA....................  68
     8.12  Limitation on Voluntary Payments and Modifications of
               Indebtedness; Modification of Certificate of Incorporation......  68
     8.13  Limitations on Issuance of Capital Stock............................  69
</TABLE>

                                     (iii)
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----

<S>        <C>                                                                  <C>
     8.14  Limitation on Restrictions Affecting Subsidiaries....................  69

SECTION 9.  Events of Default...................................................  70
     9.01  Payments.............................................................  70
     9.02  Representations, etc.................................................  70
     9.03  Covenants............................................................  70
     9.04  Default Under Other Agreements.......................................  70
     9.05  Bankruptcy, etc......................................................  70
     9.06  ERISA................................................................  71
     9.07  Subsidiary Guaranty..................................................  71
     9.08  Judgments............................................................  72
     9.09  Change of Control....................................................  72

SECTION 10.  Definitions........................................................  72

SECTION 11.  The Administrative Agent, Co-Agents, etc........................... 102
    11.01  Appointment.......................................................... 102
    11.02  Delegation of Duties................................................. 103
    11.03  Exculpatory Provisions............................................... 103
    11.04  Reliance by the Administrative Agent................................. 103
    11.05  Notice of Default.................................................... 104
    11.06  Non-Reliance on Administrative Agent, Co-Agents and Other Banks...... 104
    11.07  Indemnification...................................................... 105
    11.08  Individual Capacity.................................................. 105
    11.09  Resignation; Successors.............................................. 106
    11.10  Holders.............................................................. 106

SECTION 12.  Miscellaneous...................................................... 106
    12.01  Payment of Expenses, etc............................................. 106
    12.02  Right of Setoff...................................................... 108
    12.03  Notices.............................................................. 108
    12.04  Benefit of Agreement................................................. 108
    12.05  No Waiver; Remedies Cumulative....................................... 110
    12.06  Payments Pro Rata.................................................... 110
    12.07  Calculations; Computations........................................... 111
    12.08  GOVERNING LAW; SUBMISSION TO JURISDICTION;
              VENUE; TRIAL BY JURY.............................................. 112
    12.09  Counterparts......................................................... 113
    12.10  Effectiveness........................................................ 113
    12.11  Headings Descriptive................................................. 114
    12.12  Amendment or Waiver.................................................. 114
    12.13  Survival............................................................. 115
</TABLE>

                                     (iv)
<PAGE>
 
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>         <C>                                                            <C>
     12.14  Domicile of Loans.............................................. 116
     12.15  Confidentiality................................................ 116
     12.16  Addition of New Banks.......................................... 116
</TABLE>
 
SCHEDULE I    -  Commitments
SCHEDULE II   -  Real Property
SCHEDULE III  -  Insurance
SCHEDULE IV   -  Projections
SCHEDULE V    -  Subsidiaries
SCHEDULE VI   -  Collective Bargaining Agreements
SCHEDULE VII  -  Permitted Existing Indebtedness
SCHEDULE VIII -  Permitted Liens
SCHEDULE IX   -  Permitted Existing Investments
SCHEDULE X    -  Existing Interest Rate Protection Agreements
 
EXHIBIT A-1   -  Notice of Borrowing
EXHIBIT A-2   -  Notice of Competitive Bid Borrowing
EXHIBIT A-3   -  Notice of Prepayment
EXHIBIT B     -  Note
EXHIBIT C     -  Officers' Certificate
EXHIBIT D-1   -  Opinion of Stroock & Stroock & Lavan
EXHIBIT D-2   -  Opinion of White & Case
EXHIBIT E     -  Subsidiary Guaranty
EXHIBIT F     -  Intercompany Note
EXHIBIT G     -  Subordination Provisions
EXHIBIT H     -  Assignment Agreement

                                      (v)
<PAGE>
 
       CREDIT AGREEMENT, dated as of August 2, 1995 and amended and restated as
of September 12, 1996, among AMETEK, INC., a Delaware corporation (the
"Borrower"), the lending institutions listed from time to time on Schedule I
hereto (each a "Bank" and, collectively, the "Banks"), BANK OF MONTREAL,
CORESTATES BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (each, a
"Co-Agent" and, collectively, the "Co-Agents"), and THE CHASE MANHATTAN BANK, as
administrative agent (in such capacity, and together with its successors in such
capacity, the "Administrative Agent") for the Banks.  Unless otherwise defined
herein, all capitalized terms used herein and defined in Section 10 are used
herein as so defined.


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


       WHEREAS, the Borrower, various lenders, the Co-Agents and the
Administrative Agent are party to a Credit Agreement, dated as of August 2, 1995
(as in effect immediately prior to the Restatement Effective Date, the "Original
Credit Agreement");

       WHEREAS, the parties hereto desire to amend and restate the Original
Credit Agreement in the form of this Agreement and, subject to and upon the
terms and conditions set forth herein, the Banks are willing to make available
to the Borrower the credit facility provided for herein;


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

       SECTION 1.  Amount and Terms of Credit.
                   -------------------------- 

       1.01  Commitments.  (a) Subject to and upon the terms and conditions
             -----------                                                   
herein set forth, each Bank severally agrees, at any time and from time to time
on and after the Restatement Effective Date and prior to the Final Maturity
Date, to make a loan or loans (each, a "Revolving Loan" and, collectively, the
"Revolving Loans") to the Borrower, which Revolving Loans (i) except as
hereinafter provided, may, at the option of the Borrower, be incurred and
maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans,
provided that all Revolving Loans made by all Banks pursuant to the same
--------                                                                
Borrowing shall, unless otherwise specifically provided herein, consist entirely
of Revolving Loans of the same Type, (ii) may be repaid and reborrowed in
accordance with the provisions hereof, (iii) shall not exceed in aggregate
principal amount for any Bank at any time outstanding the amount which, when
combined with such Bank's Percentage of the sum of (A) the Letter of Credit
<PAGE>
 
Outstandings at such time plus (B) the aggregate outstanding principal amount of
                          ----                                                  
all Competitive Bid Loans then outstanding, equals the Commitment of such Bank
at such time, (iv) shall not exceed in aggregate principal amount for all Banks
at any time outstanding the amount which, when added to the sum of (A) the
aggregate amount of Letter of Credit Outstandings at such time plus (B) the
                                                               ----        
aggregate outstanding principal amount of all Competitive Bid Loans then
outstanding, equals the Total Commitment at such time and (v) shall be
denominated in Dollars.

       (b)  Subject to and upon the terms and conditions herein set forth, each
Bank severally agrees that the Borrower may incur a loan or loans (each, a
"Competitive Bid Loan" and, collectively, the "Competitive Bid Loans") pursuant
to a Competitive Bid Borrowing at any time and from time to time on and after
the Restatement Effective Date and prior to the date which is the third Business
Day preceding the date which is 14 days prior to the Final Maturity Date,
                                                                         
provided that after giving effect to any Competitive Bid Borrowing and the use
--------                                                                      
of the proceeds thereof, the aggregate outstanding principal amount of
Competitive Bid Loans, when combined with the aggregate principal amount of all
Revolving Loans then outstanding and the aggregate Letter of Credit Outstandings
at such time, shall not exceed the Total Commitment at such time, provided
                                                                  --------
further, that the aggregate outstanding principal amount of all Competitive Bid
-------                                                                        
Loans denominated in Approved Alternate Currencies shall not exceed $50,000,000
at any time.  Within the foregoing limits and subject to the conditions set
forth in Section 1.04, Competitive Bid Loans may be repaid and reborrowed in
accordance with the provisions hereof.

       1.02  Minimum Borrowing Amounts, etc.  The aggregate principal amount of
             -------------------------------                                   
each Borrowing of Loans shall not be less than the applicable Minimum Borrowing
Amount.  More than one Borrowing may be incurred on any day, provided that at no
                                                             --------           
time shall there be outstanding more than 12 Borrowings of Eurodollar Loans in
the aggregate.

       1.03  Notice of Borrowing of Revolving Loans.  (a)  Whenever the
             --------------------------------------                    
Borrower desires to incur Revolving Loans, it shall give the Administrative
Agent at its Notice Office, written notice (or telephonic notice promptly
confirmed in writing) of each Borrowing of Revolving Loans constituting
Eurodollar Loans prior to 12:00 Noon (New York time) on the third Business Day
preceding the date of the proposed Borrowing and written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing of Revolving Loans
constituting Base Rate Loans to be made hereunder prior to 11:00 A.M. (New York
time) on the date of the proposed Borrowing.  Each of the foregoing notices
(each, a "Notice of Borrowing") shall be irrevocable, and, in the case of each
written notice and each confirmation of telephonic notice, shall be in the form
of Exhibit A-1, appropriately completed to specify (i) the aggregate principal
amount of the Revolving Loans to be incurred, (ii) the date of incurrence (which
shall be a Business Day) and (iii) whether the respective incurrence shall
consist of Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the
Interest Period to be initially applicable thereto.  The Administrative Agent
shall

                                      -2-
<PAGE>
 
promptly give each Bank written notice (or telephonic notice promptly confirmed
in writing) of each proposed Borrowing of Revolving Loans, of the proportionate
share thereof of each Bank and of the other matters covered by the Notice of
Borrowing.

        (b)  Without in any way limiting the obligation of the Borrower to
confirm in writing any notice it may give hereunder by telephone, the
Administrative Agent or the respective Letter of Credit Issuer (in the case of
the issuance of Letters of Credit), as the case may be, may act prior to receipt
of written confirmation without liability upon the basis of such telephonic
notice, reasonably believed by the Administrative Agent or such Letter of Credit
Issuer, as the case may be, in good faith to be from an Authorized Officer of
the Borrower as a person entitled to give telephonic notices under this
Agreement on behalf of such Borrower.  In each such case the Borrower hereby
waives the right to dispute the Administrative Agent's record of the terms of
any such telephonic notice.



        1.04  Competitive Bid Borrowings.  (a)  Whenever the Borrower desires to
              --------------------------                                        
incur a Competitive Bid Borrowing, it shall deliver to the Administrative Agent,
prior to 12:00 Noon (New York time) (x) at least five Business Days prior to the
date of such proposed Competitive Bid Borrowing, in the case of a Spread
Borrowing, and (y) at least two Business Days prior to the date of such proposed
Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing, a written
notice substantially in the form of Exhibit A-2 hereto (a "Notice of Competitive
Bid Borrowing"), which notice shall specify in each case (i) the date (which
shall be a Business Day) and the aggregate amount of the proposed Competitive
Bid Borrowing, (ii) the maturity date for repayment of each and every
Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which
maturity date may be (A) one, two, three or six months after the date of such
Competitive Bid Borrowing, in the case of a Spread Borrowing, and (B) between 14
and 364 days, inclusive, after the date of such Competitive Bid Borrowing, in
the case of an Absolute Rate Borrowing, provided that (I) in no event shall the
                                        --------                               
maturity date of any Competitive Bid Borrowing be later than the third Business
Day preceding the Final Maturity Date and (II) no Competitive Bid Loan may have
a maturity date beyond any Scheduled Commitment Reduction Date if, after giving
effect to the selection of such maturity date, the sum of (x) the aggregate
principal amount of Revolving Loans maintained as Eurodollar Loans with Interest
Periods ending after such Scheduled Commitment Reduction Date plus (y) the
                                                              ----        
aggregate principal amount of Competitive Bid Loans maturing after such
Scheduled Commitment Reduction Date plus (z) the Stated Amount of all Letters of
                                    ----                                        
Credit which by their terms expire after such Scheduled Commitment Reduction
Date, would exceed the Total Commitment after giving effect to the Scheduled
Commitment Reduction to occur on such date, (iii) the interest payment date or
dates relating thereto, (iv) whether the proposed Competitive Bid Borrowing is
to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread
Borrowing, the Interest Rate Basis, (v) whether the Competitive Bid Loans made
pursuant to the proposed Competitive Bid Borrowing are to be denominated in
Dollars or an Approved Alternate Currency and, if an Approved Alternate
Currency, the Approved Alternate Currency so

                                      -3-
<PAGE>
 
desired and (vi) any other terms to be applicable to such Competitive Bid
Borrowing.  The Administrative Agent shall promptly notify each Bidder Bank by
telephone or facsimile of each such request for a Competitive Bid Borrowing
received by it from the Borrower and of the contents of the related Notice of
Competitive Bid Borrowing.



       (b)  Each Bidder Bank shall, if, in its sole discretion, it elects to do
so, irrevocably offer to make one or more Competitive Bid Loans to the Borrower
as part of such proposed Competitive Bid Borrowing at a rate or rates of
interest specified by such Bidder Bank in its sole discretion and determined by
such Bidder Bank independently of each other Bidder Bank, by notifying the
Administrative Agent (which shall give prompt notice thereof to the Borrower)
before 10:00 A.M. (New York time) on the date (the "Reply Date") which is (x) in
the case of an Absolute Rate Borrowing, the date of such proposed Competitive
Bid Borrowing and (y) in the case of a Spread Borrowing, four Business Days
before the date of such proposed Competitive Bid Borrowing, of the minimum
amount and maximum amount of each Competitive Bid Loan which such Bidder Bank
would be willing to make as part of such proposed Competitive Bid Borrowing
(which amounts may, subject to the proviso to the first sentence of Section
1.01(b), exceed such Bidder Bank's Commitment), the rate or rates of interest
therefor and such Bidder Bank's lending office with respect to such Competitive
Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder
          --------                                                             
Bank shall, in its sole discretion, elect to make any such offer, it shall
notify the Borrower of such offer before 9:45 A.M. (New York time) on the Reply
Date. If any Bidder Bank shall elect not to make such an offer, such Bidder Bank
shall so notify the Administrative Agent, before 10:00 A.M. (New York time) on
the Reply Date, and such Bidder Bank shall not be obligated to, and shall not,
make any Competitive Bid Loan as part of such Competitive Bid Borrowing;
provided that the failure by any Bidder Bank to give such notice shall not cause
--------                                                                        
such Bidder Bank to be obligated to make any Competitive Bid Loan as part of
such proposed Competitive Bid Borrowing.

       (c)  The Borrower shall, in turn, (x) before 11:00 A.M. (New York time)
on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y)
before 12:00 Noon (New York time) on the Business Day following the Reply Date
in the case of a proposed Spread Borrowing, either:

          (i)   cancel such Competitive Bid Borrowing by giving the
    Administrative Agent notice to such effect, or

          (ii)  accept one or more of the offers made by any Bidder Bank or
    Bidder Banks pursuant to clause (b) above by giving notice (in writing or by
    telephone confirmed in writing) to the Administrative Agent of the amount of
    each Competitive Bid Loan (which amount shall be equal to or greater than
    the minimum amount, and equal to or less than the maximum amount, notified
    to the Borrower by the Administrative Agent on behalf of such Bidder Bank
    for such Competitive Bid

                                      -4-
<PAGE>
 
    Borrowing pursuant to clause (b) above) to be made by each Bidder Bank as
    part of such Competitive Bid Borrowing, and reject any remaining offers made
    by Bidder Banks pursuant to clause (b) above by giving the Administrative
    Agent notice to that effect; provided that the acceptance of offers may only
                                 -------- 
    be made on the basis of ascending Absolute Rates (in the case of an Absolute
    Rate Borrowing) or Spreads (in the case of a Spread Borrowing), in each case
    commencing with the lowest rate so offered; provided further, however, if
                                                ----------------
    offers are made by two or more Bidder Banks at the same rate and acceptance
    of all such equal offers would result in a greater principal amount of
    Competitive Bid Loans being accepted than the aggregate principal amount
    requested by the Borrower, if the Borrower elects to accept any of such
    offers the Borrower shall accept such offers pro rata from such Bidder Banks
    (on the basis of the maximum amounts of such offers) unless any such Bidder
    Bank's pro rata share would be less than the minimum amount specified by
    such Bidder Bank in its offer, in which case the Borrower shall have the
    right to accept one or more such equal offers in their entirety and reject
    the other equal offer or offers or to allocate acceptance among all such
    equal offers (but giving effect to the minimum and maximum amounts specified
    for each such offer pursuant to clause (b) above), as the Borrower may elect
    in its sole discretion.

       (d)  If the Borrower notifies the Administrative Agent that such
Competitive Bid Borrowing is cancelled pursuant to clause (c)(i) above, the
Administrative Agent shall give prompt notice thereof to the Bidder Banks and
such Competitive Bid Borrowing shall not be made.

       (e)  If the Borrower accepts one or more of the offers made by any Bidder
Bank or Bidder Banks pursuant to clause (c)(ii) above, the Administrative Agent
shall in turn promptly notify (x) each Bidder Bank that has made an offer as
described in clause (b) above, of the date and aggregate amount of such
Competitive Bid Borrowing and whether or not any offer or offers made by such
Bidder Bank pursuant to clause (b) above have been accepted by the Borrower and
(y) each Bidder Bank that is to make a Competitive Bid Loan as part of such
Competitive Bid Borrowing, of the amount of each Competitive Bid Loan to be made
by such Bidder Bank as part of such Competitive Bid Borrowing.  In connection
with the incurrence of any Competitive Bid Loan denominated in a currency other
than Dollars, each Bidder Bank that is to make a Competitive Bid Loan as part of
a Competitive Bid Borrowing may request from the Administrative Agent a
determination in accordance with Section 12.07(d) as to the principal amount of
such Competitive Bid Loan, and such Bidder Bank shall be entitled to rely on
such information provided by the Administrative Agent.

       1.05  Disbursement of Funds.  (a)  Subject to the terms and conditions
             ---------------------                                           
hereinafter provided, each Bank will make available its pro rata share, if any,
                                                        --- ----               
of each Borrowing requested to be made on the date specified in a Notice of
Borrowing or a Notice of Competitive Bid Borrowing, as the case may be, in the
manner provided below by no later

                                      -5-
<PAGE>
 
than 1:00 P.M. (New York time) on such date, but, in the case of a Borrowing of
Base Rate Loans, only to the extent that such Bank has received a notice from
the Administrative Agent of such proposed Borrowing.  All amounts shall be made
available to the Administrative Agent (x) in the case of a Borrowing of
Revolving Loans, in Dollars and (y) in the case of a Competitive Bid Borrowing,
in Dollars or an Approved Alternate Currency as specified in such Notice of
Competitive Bid Borrowing and, in each case, in immediately available funds at
the Payment Office, and the Administrative Agent promptly will, on the date
specified in such Notice of Borrowing, make available to the Borrower by
depositing to its account at the Payment Office the aggregate of the amounts so
made available by the Banks by the time specified in the preceding sentence in
the type of funds received.  Unless the Administrative Agent shall have been
notified by any Bank prior to the date of Borrowing that such Bank does not
intend to make available to the Administrative Agent its portion, if any, of the
Bor rowing or Borrowings to be made on such date, the Administrative Agent may
assume that such Bank has made such amount available to the Administrative Agent
on such date of Bor rowing, and the Administrative Agent, in reliance upon such
assumption, may (in its sole discretion and without any obligation to do so)
make available to the Borrower a corre sponding amount.  If such corresponding
amount is not in fact made available to the Administrative Agent by such Bank
and the Administrative Agent has made available same to the Borrower, the
Administrative Agent shall be entitled to recover such corresponding amount from
such Bank.  If such Bank does not pay such corresponding amount forthwith upon
the Administrative Agent's demand therefor, the Administrative Agent shall
promptly notify the Borrower, and the Borrower shall pay such corresponding
amount to the Administrative Agent.  The Administrative Agent shall also be
entitled to recover from such Bank or the Borrower, as the case may be, interest
on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the
Borrower to the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (x) if to be paid by such
Bank, the customary rate set by the Administrative Agent for the correction of
errors among banks for each day during the period consisting of the first three
Business Days following such date of availability and thereafter at the Base
Rate or (y) if to be paid by the Borrower, the then applicable rate of interest,
calculated in accordance with Section 1.09 for the respective Loans.

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

       1.06  Notes; Register.  (a)  The Borrower's obligation to pay the
             ---------------                                            
principal of, and interest on, the Revolving Loans made to it by each Bank shall
be evidenced by a prom issory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B, with blanks appropriately completed in
conformity herewith (each, a "Note" and, collectively, the "Notes").

                                      -6-
<PAGE>
 
       (b)  The Note issued to each Bank shall (i) be payable to the order of
such Bank and be dated the Restatement Effective Date, (ii) be in a stated
principal amount equal to the Commitment of such Bank and be payable in the
principal amount of the Revolving Loans evidenced thereby, (iii) mature on the
Final Maturity Date, (iv) bear interest as provided in the appropriate clause of
Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (v) be subject to mandatory repayment as provided in
Section 4.02 and (vi) be entitled to the benefits of this Agreement and the
other Credit Documents.

       (c)  Each Bank will note on its internal records the amount of each Loan
made by it and each payment in respect thereof and will, prior to any transfer
of any of its Notes, endorse on the reverse side thereof the outstanding
principal amount of Revolving Loans evidenced thereby and the last date or dates
on which interest has been paid in respect of the Revolving Loans evidenced
thereby. Failure to make any such notation shall not affect the Borrower's
obligations in respect of such Revolving Loans, or affect the validity of such
transfer by any Bank of such Note.

       (d) The Administrative Agent shall maintain at its Payment Office a
register for the recordation of the names and addresses of the Banks, the
Commitments of the Banks from time to time, and the principal amount of the
Revolving Loans and Competitive Bid Loans owing to each Bank from time to time
together with the maturity and interest rates applicable to each such
Competitive Bid Loan, and other terms applicable thereto (the "Register").  The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error.

       1.07  Conversions.  The Borrower shall have the option to convert on any
             -----------                                                       
Business Day occurring after the Restatement Effective Date, all or a portion at
least equal to the applicable Minimum Borrowing Amount of the outstanding
principal amount of the Revolving Loans made pursuant to one or more Borrowings
of one or more Types of Revolving Loans into a Borrowing or Borrowings of
another Type of Revolving Loan, provided that (i) except as provided in Section
                                --------                                       
1.11(b), Eurodollar Loans may be converted into Revolving Loans of another Type
only on the last day of an Interest Period applicable thereto and no partial
conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding
principal amount of the Revolving Loans pursuant to such Borrowing to less than
the Minimum Borrowing Amount applicable thereto, (ii) Revolving Loans may only
be con verted into Eurodollar Loans if no Default or Event of Default is in
existence on the date of the conversion and (iii) Borrowings of Eurodollar Loans
resulting from this Section 1.07 shall be limited in number as provided in
Section 1.02.  Each such conversion shall be effected by the Borrower by giving
the Administrative Agent at its Notice Office, prior to 12:00 Noon (New York
time), at least three Business Days or, in the case of a conversion into Base
Rate Loans, prior to 10:00 A.M. (New York time) on the same Business Day, prior
written notice (or telephonic notice promptly confirmed in writing) (each, a
"Notice of

                                      -7-
<PAGE>
 
Conversion") specifying the Revolving Loans to be so converted, the Type of
Revolving Loans to be converted into and, if to be converted into a Borrowing of
Eurodollar Loans, the Interest Period to be initially applicable thereto.  The
Administrative Agent shall give each Bank prompt notice of any such proposed
conversion affecting any of its Revolving Loans.

       1.08  Pro Rata Borrowings.  All Borrowings of Revolving Loans shall be
             -------------------                                             
made from the Banks pro rata on the basis of their Commitments.  It is
                    --- ----                                          
understood that no Bank shall be responsible for any default by any other Bank
in its obligation to make Loans hereunder and that each Bank shall be obligated
to make the Loans provided to be made by it hereunder, regardless of the failure
of any other Bank to fulfill its commitments hereunder.

       1.09  Interest.  (a)  The unpaid principal amount of each Base Rate Loan
             --------                                                          
shall bear interest from and including the date of the Borrowing thereof until
maturity (whether by acceleration or otherwise) at a rate per annum which shall
at all times be the Base Rate in effect from time to time.

       (b)  The unpaid principal amount of each Eurodollar Loan shall bear
interest from and including the date of the Borrowing thereof until maturity
(whether by acceleration or otherwise) at a rate per annum which shall at all
times be the relevant Eurodollar Rate plus the Applicable Margin.

       (c)  The unpaid principal amount of each Competitive Bid Loan shall bear
interest from the date the proceeds thereof are made available to the Borrower
until maturity (whether by acceleration or otherwise) at the rate or rates per
annum specified by a Bidder Bank or Bidder Banks, as the case may be, pursuant
to Section 1.04(b) and accepted by the Borrower pursuant to Section 1.04(c).

       (d)  Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan shall bear interest at a rate per annum equal
to the Base Rate in effect from time to time plus 2%, provided that no Loan
                                                      --------             
shall bear interest after maturity (whether by acceleration or otherwise) at a
rate per annum less than 2% plus the rate of interest applicable thereto at
maturity.

       (e)  Interest shall accrue from and including the date of any Borrowing
to but excluding the date of any repayment thereof and shall be payable in
arrears (i) in respect of each Base Rate Loan, quarterly on the last Business
Day of each calendar quarter, (ii) in respect of each Competitive Bid Loan, at
such times as specified in the Notice of Competitive Bid Borrowing relating
thereto, (iii) in respect of each Eurodollar Loan, on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period of six
months, on the date occurring three months after the first day of such Interest
Period and (iv) in respect of each Loan, on any prepayment (on the amount
prepaid), at maturity (whether by acceleration or otherwise) and, after such
maturity, on demand.

                                      -8-
<PAGE>
 
       (f)  All computations of interest hereunder shall be made in accordance
with Section 12.07(b).

       (g)  The Administrative Agent, upon determining the interest rate for any
Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify the
Borrower and the Banks thereof.

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

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

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

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



              (iv)  no Interest Period shall extend beyond the Final Maturity
        Date;

              (v)   no Interest Period may be elected at any time when a Default
        or Event of Default is then in existence;

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

                                      -9-
<PAGE>
 
              (vii) no Interest Period shall extend beyond any Scheduled
        Commitment Reduction Date, if, after giving effect to the selection of
        such Interest Period, the sum of (x) aggregate principal amount of
        Revolving Loans maintained as Eurodollar Loans with Interest Periods
        ending after such date plus (y) the aggregate principal amount of
                               ----
        Competitive Bid Loans maturing after such date plus (z) the Stated
                                                       ----
        Amount of all Letters of Credit which by their terms expire after such
        date would exceed the Total Commitment after giving effect to the
        Scheduled Commitment Reduction to occur on such date.

If upon the expiration of any Interest Period, the Borrower has failed to elect
a new Interest Period to be applicable to the respective Borrowing of Eurodollar
Loans as provided above, or is unable to elect a new Interest Period as a result
of clause (v) above, the Borrower shall be deemed to have elected to convert
such Borrowing into a Borrowing of Base Rate Loans effective as of the
expiration date of such current Interest Period.

        1.11  Increased Costs, Illegality, etc.  (a)  In the event that (x) in
              ---------------------------------                               
the case of clause (i) below, the Administrative Agent or (y) in the case of
clauses (ii) and (iii) below, any Bank shall have determined (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto):

              (i)  on any date for determining the Eurodollar Rate for any
        Interest Period or in respect of any Spread Borrowing priced by
        reference to the Eurodollar Rate that, by reason of any changes arising
        after the date of this Agreement affecting the London interbank
        Eurodollar market, adequate and fair means do not exist for ascertaining
        generally the applicable interest rate on the basis provided for in the
        definition of Eurodollar Rate; or

              (ii) at any time, that such Bank shall incur increased costs or
        reductions in the amounts received or receivable hereunder with respect
        to any Eurodollar Loans or Competitive Bid Loans (other than any
        increased cost or reduction in the amount received or receivable
        resulting from the imposition of or a change in the rate of taxes or
        similar charges) because of (x) any change since the date of this
        Agreement (or, in the case of any such cost or reduction with respect to
        any Competitive Bid Loan, since the making of such Competitive Bid Loan)
        in any applicable law, govern mental rule, regulation, guideline, order
        or request (whether or not having the force of law) or in the
        interpretation or administration thereof and including the intro duction
        of any new law or governmental rule, regulation, guideline, order or
        request (such as, for example, but not limited to, a change in official
        reserve requirements, but, in all events, excluding reserves referred to
        in Section 1.11(d)) and/or (y) other circumstances adversely affecting
        the London interbank Eurodollar market or the position of such Bank in
        such market; or

                                     -10-
<PAGE>
 
              (iii) at any time, that the making or continuance of any
        Eurodollar Loan or Competitive Bid Loan has become unlawful by
        compliance by such Bank in good faith with any law, governmental rule,
        regulation, guideline or order (or would conflict with any such
        governmental rule, regulation, guideline or order not having the force
        of law but with which such Bank customarily complies even though the
        failure to comply therewith would not be unlawful), or has become
        impracticable as a result of a contingency occurring after the date of
        this Agreement which adversely affects the London interbank Eurodollar
        market;

then, and in any such event, such Bank (or the Administrative Agent in the case
of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and (except in the case of clause (i)) to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Banks).  There after (x) in
the case of clause (i) above, Eurodollar Loans (or Competitive Bid Loans
constituting a Spread Borrowing priced by reference to the Eurodollar Rate)
shall no longer be available until such time as the Administrative Agent
notifies the Borrower and the Banks that the circumstances giving rise to such
notice by the Administrative Agent no longer exist, and any Notice of Borrowing,
Notice of Competitive Bid Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Loans or any affected Competitive Bid Loans,
as the case may be, which have not yet been incurred shall be deemed rescinded
by such Borrower, (y) in the case of clause (ii) above, the Borrower shall,
subject to the provisions of Section 1.15 (to the extent applicable), pay to
such Bank, upon written demand therefor, such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as such Bank in its reasonable discretion shall determine) as shall be
required to compensate such Bank for such increased costs or reductions in
amounts receivable hereunder and (z) in the case of clause (iii) above, the
Borrower shall take one of the actions specified in Section 1.11(b) as promptly
as possible and, in any event, within the time period required by law.

        (b)  At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.11(a)(ii) or any Eurodollar Loan or
Competitive Bid Loan is affected by the circumstances described in Section
1.11(a)(iii), the Borrower may (and in the case of a Eurodollar Loan or
Competitive Bid Loan affected pursuant to Section 1.11(a)(iii), shall) either
(i) if the affected Eurodollar Loan or Competitive Bid Loan is then being made
pursuant to a Borrowing, cancel said Borrowing by giving the Administrative
Agent telephonic notice (confirmed promptly in writing) thereof on the same date
that the Borrower was notified by a Bank pursuant to Section 1.11(a)(ii) or
(iii), (ii) if the affected Eurodollar Loan is then outstanding, upon at least
three Business Days' notice to the Administrative Agent, require the affected
Bank to convert each such Eurodollar Loan into a Base Rate Loan (which
conversion, in the case of the circumstances described in Section 1.11(a)(iii),
shall occur no later than the last day of the Interest Period then applicable to
such Eurodollar Loan (or such earlier date as shall be required by applicable
law)) or (iii) subject to the provisions

                                     -11-
<PAGE>
 
of Section 4.02(B)(b), if the affected Competitive Bid Loan is then outstanding,
prepay such Competitive Bid Loan in full (which prepayment may be made with the
proceeds of Revolving Loans); provided that if more than one Bank is affected at
                              --------                                          
any time, then all affected Banks must be treated the same pursuant to this
Section 1.11(b).

       (c)  If any Bank determines at any time that the adoption or
effectiveness after the Restatement Effective Date of any applicable law, rule
or regulation regarding capital adequacy, or any change therein after the
Restatement Effective Date, or any change after the Restatement Effective Date
in the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or actual compliance by such Bank with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the
effect of increasing the costs to such Bank to a level above that, or reducing
the rate of return on such Bank's capital or assets as a consequence of its
commitments or obligations hereunder to a level below that, which such Bank
could have achieved but for such adoption, effectiveness, change or compliance
(taking into consideration such Bank's policies with respect to capital
adequacy), then from time to time, upon written demand by such Bank (with a copy
to the Administrative Agent), the Borrower shall, subject to the provisions of
Section 1.15 (to the extent applicable), pay to such Bank such additional amount
or amounts as will compensate such Bank for such increased costs or reduction.
Each Bank, upon determining that any addi tional amounts will be payable
pursuant to this Section 1.11(c), will give prompt written notice thereof to the
Borrower, which notice shall set forth the basis of the calculation of such
additional amounts, although the failure to give any such notice shall not
release or diminish the Borrower's obligations to pay additional amounts
pursuant to this Section 1.11(c) upon receipt of such notice.

       (d)  In the event that any Bank shall determine (which determination
shall, absent manifest error, be final and conclusive and binding on all parties
hereto) at any time that by reason of Regulation D such Bank is required to
maintain reserves in respect of Eurocurrency loans or liabilities during any
period that it has a Eurodollar Loan or a Competitive Bid Loan priced by
reference to the Eurodollar Rate outstanding, then such Bank shall promptly
notify the Borrower and the Administrative Agent by written notice (or
telephonic notice promptly confirmed in writing) specifying the additional
amounts required to indemnify such Bank against the cost of maintaining such
reserves (such written notice to provide a computation of such additional
amounts) and the Borrower shall, subject to the provisions of Section 1.15 (to
the extent applicable), directly pay to such Bank such specified amounts as
additional interest at the time that it is otherwise required to pay interest in
respect of such Eurodollar Loan or Competitive Bid Loan or, if later, on demand.

        1.12  Compensation.  The Borrower shall, subject to the provisions of
              ------------                                                   
Section 1.15 (to the extent applicable), compensate each Bank, upon its written
request (which

                                     -12-
<PAGE>
 
request shall set forth the basis for requesting such compensation), for all
reasonable losses, expenses and liabilities (including, without limitation, any
loss, expense or liability incurred by reason of the liquidation or reemployment
of deposits or other funds required by such Bank to fund its Eurodollar Loans or
Competitive Bid Loans to the Borrower) which such Bank may sustain:

              (i) if for any reason (other than a default or error by such Bank
        or the Administrative Agent) a Borrowing of Eurodollar Loans or
        Competitive Bid Loans accepted by the Borrower in accordance with
        Section 1.04(c)(ii) does not occur on a date specified therefor in a
        Notice of Borrowing, Notice of Competitive Bid Borrowing or Notice of
        Conversion (whether or not withdrawn by the Borrower or deemed withdrawn
        pursuant to Section 1.11(a));

              (ii) if any repayment or conversion of any of its Eurodollar Loans
        or any repayment of Competitive Bid Loans occurs on a date which is not
        the last day of an Interest Period applicable thereto;

              (iii) if any prepayment of any of its Eurodollar Loans or
        Competitive Bid Loans is not made on any date specified in a notice of
        prepayment given by the Borrower; or

              (iv) as a consequence of (x) any other default by the Borrower to
        repay its Eurodollar Loans or Competitive Bid Loans when required by the
        terms of this Agreement or (y) an election made pursuant to Section
        1.11(b).

Calculation of all amounts payable to a Bank with respect to Eurodollar Loans or
Competitive Bid Loans priced by reference to the Eurodollar Rate under this
Section 1.12 shall be made as though that Bank had actually funded its relevant
Loan through the purchase of a Euro dollar deposit bearing interest at the
Eurodollar Rate in an amount equal to the amount of that Loan, having a maturity
comparable to the relevant Interest Period and through the transfer of such
Eurodollar deposit from an offshore office of that Bank to a domestic office of
that Bank in the United States of America (or if such Bank has no offshore
office, from an off shore office of the Administrative Agent to the domestic
office of the Administrative Agent); provided, however, that each Bank may fund
                                     --------  -------                         
each of its Eurodollar Loans or Competitive Bid Loans in any manner it sees fit
and the foregoing assumption shall be utilized only for the calculation of
amounts payable under this Section 1.12.

        1.13  Change of Lending Office.  Each Bank agrees that, upon the
              ------------------------                                  
occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or
(iii), 1.11(c), 1.11(d), 2.05 or 4.04 with respect to such Bank, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Bank) to designate another lending office of such Bank
for any Loans or Letters of Credit affected by such event, provided that
                                                           --------     

                                     -13-
<PAGE>
 
such designation is made on such terms that such Bank or its respective lending
offices suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of any such
Section.  Nothing in this Section 1.13 shall affect or postpone any of the
obligations of the Borrower or the right of any Bank provided in Section 1.11,
2.05 or 4.04.

        1.14  Replacement of Banks.  (x)  Upon the occurrence of any event
              --------------------                                        
giving rise to the operation of Section 1.11(a)(ii) or (iii), Section 1.11(c),
Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank which
results in such Bank charging to the Borrower increased costs which are material
in amount and are in excess of those being generally charged by the other Banks
or (y) as provided in Section 12.12(b) in the case of certain refusals by a Bank
to consent to certain proposed changes, waivers, discharges or ter minations
with respect to this Agreement which have been approved by the Required Banks,
the Borrower shall have the right, if no Default or Event of Default then exists
or will exist immediately after giving effect to the respective replacement and,
in the case of a Bank described in clause (x) above, such Bank has not withdrawn
its request for such compensation or changed its applicable lending office with
the effect of eliminating or substantially decreasing (to a level which is not
material) such increased cost, to replace such Bank (the "Replaced Bank") with
one or more other Eligible Assignee or Assignees (collectively, the "Replacement
Bank") reasonably acceptable to the Administrative Agent and each Letter of
Credit Issuer; provided that (i) at the time of any replacement pursuant to this
               --------                                                         
Section 1.14, the Replacement Bank shall enter into one or more Assignment
Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to
said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the
Replacement Bank shall acquire all of the Commitment and outstanding Loans of,
and participations in Letters of Credit by, the Replaced Bank and, in connection
therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal
to the sum of (A) an amount equal to the principal of, and all accrued interest
on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all
Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced
Bank, together with all then unpaid interest with respect thereto at such time
and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to
the Replaced Bank pursuant to Section 3.01 and (y) the respective Letter of
Credit Issuer an amount equal to such Replaced Bank's Percentage (for this
purpose, determined as if the adjustment described in clause (y) of the
immediately succeeding sentence had been made with respect to such Replaced
Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with
respect to any Letter of Credit issued by such Letter of Credit Issuer to the
extent such amount was not theretofore funded by such Replaced Bank, and (ii)
all obligations of the Borrower owing to the Replaced Bank (other than those
specifically described in clause (i) above in respect of which the assignment
purchase price has been, or is concurrently being, paid) shall be paid in full
to such Replaced Bank concurrently with such replacement.  Upon the execution of
the respective Assignment Agreements, the payment of amounts referred to in
clauses (i) and (ii) above and, if so requested by the Replacement Bank,
delivery to the Replacement Bank

                                     -14-
<PAGE>
 
of an appropriate Note executed by the Borrower, (x) the Replacement Bank shall
become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank
hereunder, except with respect to indemnification provisions under this
Agreement (including, without limita tion, Sections 1.11, 1.12, 2.05, 4.04 and,
12.01), which shall survive as to such Replaced Bank and (y) the Percentages of
the Banks shall be automatically adjusted at such time to give effect to such
replacement.



        1.15  Limitation on Additional Amounts, etc.  Notwithstanding anything
              --------------------------------------                          
to the contrary contained in Sections 1.11, 1.12, 2.05 or 4.04 of this
Agreement, unless a Bank gives notice to the Borrower that it is obligated to
pay an amount under any such respective Section within 120 days after the later
of (x) the date the Bank incurs the respective increased costs, taxes, loss,
expense or liability, reduction in amounts received or receivable or reduction
in return on capital or (y) the date such Bank has actual knowledge of its
incurrence of the respective increased costs, taxes, loss, expense or liability,
reductions in amounts received or receivable or reduction in return on capital,
then such Bank shall only be entitled to be compensated for such amount by the
Borrower pursuant to said Section 1.11, 1.12, 2.05 or 4.04, as the case may be,
to the extent the costs, taxes, loss, expense or liability, reduction in amounts
received or receivable or reduction in return on capital are incurred or
suffered on or after the date which occurs 120 days prior to such Bank giving
notice to the Borrower that it is obligated to pay the respective amounts
pursuant to said Section 1.11, 1.12, 2.05 or 4.04, as the case may be.  Each
Bank, in determining additional amounts owing under Sections 1.11, 1.12, 2.05 or
4.04, will act reasonably and in good faith, provided that such Bank's
                                             --------                 
determination of such additional amounts so owing shall, absent manifest error,
be final and conclusive and binding on all parties hereto.  This Section 1.15
shall have no applicability to any Section of this Agreement other than said
Sections 1.11, 1.12, 2.05 and 4.04.

                SECTION 2.  Letters of Credit.
                            ----------------- 

                2.01  Letters of Credit.  (a)  Subject to and upon the terms and
                      -----------------                                         
conditions herein set forth, the Borrower may request a Letter of Credit Issuer
at any time and from time to time on or after the Original Effective Date and
prior to the third Business Day preceding the Final Maturity Date to issue, and
subject to the terms and conditions herein set forth, such Letter of Credit
Issuer hereby agrees to issue from time to time, (x) for the account of the
Borrower on a standby basis and in support of insurance obligations, workers
compensation, bonding obligations in respect of taxes, licenses and similar
requirements or obligations in respect of commodities purchased by the Borrower
or any of its Subsidiaries in the ordinary course of their respective businesses
and not for speculative purposes (to the extent consistent with the practices of
the Borrower and its Subsidiaries prior to the Original Effective Date), in each
case of the Borrower, any of its Subsidiaries or any Permitted Joint Venture,
and other obligations (as specified in the respective Letter of Credit Request
and consented to by the Administrative Agent and the respective Letter of Credit
Issuer) of the
                                     -15-
<PAGE>
 
Borrower, any of its Subsidiaries and/or any Permitted Joint Venture, an
irrevocable standby letter of credit so requested by the Borrower in a form
customarily used by such Letter of Credit Issuer or in such other form as may be
approved by such Letter of Credit Issuer and the Administrative Agent (each such
standby letter of credit, a "Standby Letter of Credit" and, collectively, the
"Standby Letters of Credit"), and (y) for the account of the Borrower and for
the benefit of sellers of goods to the Borrower, any of its Subsidiaries or any
Per mitted Joint Venture, an irrevocable documentary letter of credit in a form
customarily used by such Letter of Credit Issuer or in such other form as may be
approved by such Letter of Credit Issuer and the Administrative Agent in support
of commercial transactions of the Borrower, any of its Subsidiaries or any
Permitted Joint Venture, as the case may be, entered into in the ordinary course
of its business (each such documentary letter of credit, a "Trade Letter of
Credit" and, collectively, the "Trade Letters of Credit" and together with the
Standby Letters of Credit, the "Letters of Credit").  Notwithstanding the
foregoing, no Letter of Credit Issuer shall be obligated to issue any Letter of
Credit at a time when a Bank Default exists unless such Letter of Credit Issuer
has entered into arrangements satisfactory to it and the Borrower to eliminate
such Letter of Credit Issuer's risk with respect to the participation in Letters
of Credit of the Bank which is the subject of the Bank Default, including by
cash collateralizing such Bank's Percentage of the Letter of Credit
Outstandings.

                 (b)  Notwithstanding the foregoing,

                    (i) no Letter of Credit shall be issued the Stated Amount of
         which, when added to the Letter of Credit Outstandings at such time,
         would exceed either (x) the difference between (A) $30,000,000 and (B)
         Non-Facility Letter of Credit Outstandings or (y) when added to the
         aggregate principal amount of all Revolving Loans and all Competitive
         Bid Loans then outstanding, the Total Commitment at such time;

                   (ii) each Letter of Credit shall by its terms terminate on
         or before the earlier of (x)(A) in the case of Standby Letters of
         Credit, the date which occurs 18 months after such Standby Letter of
         Credit's date of issuance (subject to extension provisions acceptable
         to the Administrative Agent and the respective Letter of Credit Issuer)
         and (B) in the case of Trade Letters of Credit, the date which occurs
         180 days after such Trade Letter of Credit's date of issuance and (y)
         the third Business Day preceding the Final Maturity Date;

                  (iii) each Standby Letter of Credit shall be denominated 
         in Dollars;
 
                   (iv) each Trade Letter of Credit shall be denominated in
         Dollars or an Approved Alternate Currency, provided that no Trade
                                                    --------
         Letter of Credit denominated in an Approved Alternate Currency shall be
         issued by any Letter of Credit Issuer if the Stated Amount of such
         Trade Letter of Credit, when added to the Letter of Credit

                                     -16-
<PAGE>
 
         Outstandings at such time in respect of Trade Letters of Credit
         denominated in Approved Alternate Currencies, would exceed $5,000,000;

                    (v) no Standby Letter of Credit shall have a Stated Amount
         of less than $100,000 unless otherwise agreed to by the respective
         Letter of Credit Issuer;

                   (vi) no Trade Letter of Credit shall have a Stated Amount of
         less than $10,000 unless otherwise agreed to by the respective Letter
         of Credit Issuer;

                  (vii) no Letter of Credit shall be issued by any Letter of
         Credit Issuer after it has received a written notice from the Borrower,
         the Administrative Agent or the Required Banks stating that a Default
         or Event of Default has occurred and is continuing until such time as
         such Letter of Credit Issuer shall have received a written notice of
         (x) rescission of such notice from the party or parties originally
         delivering such notice or (y) the waiver of such Default or Event of
         Default by the Required Banks; and

                 (viii) no Letter of Credit shall be issued in support of any
         obligation of any Permitted Joint Venture the Stated Amount of which,
         when added to the sum of (x) the Joint Venture Letter of Credit
         Outstandings at such time and (y) the aggregate outstanding principal
         amount of all Joint Venture Investments, would exceed $30,000,000.

In connection with the issuance of any Letter of Credit, the respective Letter
of Credit Issuer may request from the Administrative Agent (x) a determination
in accordance with Section 12.07(c)(y) as to the Stated Amount of any Letter of
Credit and of the principal amount of Unpaid Drawings, in each case to the
extent denominated in a currency other than Dollars, (y) the Letter of Credit
Outstandings at such time with respect to Letters of Credit issued by all other
Letter of Credit Issuers and (z) the aggregate principal amount of outstanding
Revolving Loans and Competitive Bid Loans (including the Dollar equivalent
thereof) at such time, and such Letter of Credit Issuer shall be entitled to
rely on such information provided by the Administrative Agent.

                2.02  Letter of Credit Participations.  (a)  Immediately upon 
                      -------------------------------        
the issuance by a Letter of Credit Issuer of any Letter of Credit, the
respective Letter of Credit Issuer shall be deemed to have sold and transferred
to each other Bank (each such other Bank, in its capacity under this Section
2.02, a "Participating Bank"), and each such Participating Bank shall be deemed
irrevocably and unconditionally to have purchased and received from such Letter
of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Participating Bank's Percentage, in such
Letter of Credit, each substitute letter of credit, each drawing made thereunder
and the obligations of the Borrower under this Agreement with respect thereto,
and any security therefor or guaranty pertaining thereto

                                     -17-
<PAGE>
 
(although L/C Fees will be paid directly to the Administrative Agent for the
ratable account of the Participating Banks as provided in Section 3.01(b) and
the Participating Banks shall have no right to receive any portion of any L/C
Facing Fees).  Upon any change in the Com mitments of the Banks pursuant to
Section 12.04, it is hereby agreed that, with respect to all outstanding Letters
of Credit and Unpaid Drawings, there shall be an automatic adjustment to the
participations pursuant to this Section 2.02 to reflect the new Percentages of
the assignor and assignee Banks.

        (b)  In determining whether to pay under any Letter of Credit, the
respective Letter of Credit Issuer issuing same shall have no obligation
relative to any other Bank other than to confirm that any documents required to
be delivered under such Letter of Credit have been delivered and that they
appear to comply on their face with the requirements of such Letter of Credit.
Any action taken or omitted to be taken by a Letter of Credit Issuer under or in
connection with any Letter of Credit issued by it if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for such
Letter of Credit Issuer any resulting liability to the Borrower or any Bank.

        (c)  In the event that a Letter of Credit Issuer makes any payment under
any Letter of Credit issued by it and the Borrower shall not have reimbursed
such amount in full to such Letter of Credit Issuer pursuant to Section 2.04(a),
such Letter of Credit Issuer shall promptly notify the Administrative Agent and
after receipt of such notice, the Administrative Agent will notify each
Participating Bank of such failure, and each Participating Bank shall promptly
and unconditionally pay to the Administrative Agent for the account of such
Letter of Credit Issuer, the amount of such Participating Bank's Percentage of
such unreimbursed payment in lawful money of the United States of America and in
same day funds; provided, however, that no Participating Bank shall be obligated
                --------  -------                                               
to pay to the Administrative Agent for the account of such Letter of Credit
Issuer its Percentage of such unreimbursed amount for any wrongful payment made
by such Letter of Credit Issuer under a Letter of Credit as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of
such Letter of Credit Issuer.  If the Administrative Agent so notifies, prior to
11:00 A.M. (New York time) on any Business Day, any Participating Bank required
to fund a payment under a Letter of Credit, such Participating Bank shall make
available to the Administrative Agent for the account of such Letter of Credit
Issuer such Participating Bank's Percentage of the amount of such payment on
such Business Day in same day funds.  If and to the extent such Participating
Bank shall not have so made its Percentage of the amount of such payment
available to the Administrative Agent for the account of such Letter of Credit
Issuer, such Participating Bank agrees to pay to the Administrative Agent for
the account of such Letter of Credit Issuer, forthwith on demand, such amount,
together with interest thereon, for each day from such date until the date such
amount is paid to the Administrative Agent for the account of such Letter of
Credit Issuer at the overnight Federal Funds Rate.  The failure of any
Participating Bank to make available to the Administrative Agent for the account
of the respective Letter of Credit Issuer its Percentage of any payment under
any Letter of Credit

                                     -18-
<PAGE>
 
shall not relieve any other Participating Bank of its obligation hereunder to
make available to the Administrative Agent for the account of such Letter of
Credit Issuer its Percentage of any payment under any Letter of Credit on the
date required, as specified above, but no Participating Bank shall be
responsible for the failure of any other Participating Bank to make available to
the Administrative Agent, such other Participating Bank's Percentage of any such
payment.



       (d)  Whenever a Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Letter of Credit Issuer any payments from the Participating
Banks pursuant to  clause (c) above, such Letter of Credit Issuer shall pay to
the Administrative Agent and theAdministrative Agent shall promptly pay to each
Participating Bank which has paid its Percentage thereof, in Dollars and in same
day funds, an amount equal to such Participating Bank's share (based upon the
proportionate aggregate amount originally funded by such Participating Bank to
the aggregate amount funded by all Participating Banks) of the principal amount
of such reimbursement and of interest reimbursed thereon accruing from and after
the date of the purchase of the respective participations.



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



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

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

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

                                     -19-
<PAGE>
 
                   (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

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



                2.03  Letter of Credit Requests; Notices of Issuance. 
                      ----------------------------------------------   
                   (a) Whenever it desires that a Letter of Credit be issued,
the Borrower shall give the Administrative Agent and the respective Letter of
Credit Issuer written notice (including by way of telecopier) thereof prior to
1:00 P.M. (New York time) at least three Business Days (or such shorter period
as may be acceptable to such Letter of Credit Issuer) prior to the proposed date
(which shall be a Business Day) of issuance (each, a "Letter of Credit
Request"), which Letter of Credit Request shall include an application for the
Letter of Credit and any other documents that such Letter of Credit Issuer
customarily requires in connection therewith. The Administrative Agent shall
promptly notify each Bank of each Letter of Credit Request.

                   (b) The delivery of each Letter of Credit Request shall be
deemed a representation and warranty by the Borrower that such Letter of Credit
as requested in such Letter of Credit Request may be issued in accordance with
and will not violate the requirements of Section 2.01(b). Each Letter of Credit
Issuer shall, on the date of each issu ance of a Letter of Credit by it, give
the Administrative Agent, each Bank and the Borrower written notice of the
issuance of such Letter of Credit, accompanied by a copy to the Administrative
Agent of the Letter of Credit or Letters of Credit issued by it.

                2.04  Agreement to Repay Letter of Credit Drawings.  (a)  The 
                      --------------------------------------------   
Borrower hereby agrees to reimburse each respective Letter of Credit Issuer, by
making payment to the Administrative Agent for the account of such Letter of
Credit Issuer in Dollars in immediately available funds at the Payment Office,
for any payment or disbursement made by such Letter of Credit Issuer under any
Letter of Credit issued by it (each such amount so paid or disbursed until
reimbursed, an "Unpaid Drawing") immediately after, and in any event on the date
of, notice from such Letter of Credit Issuer of such payment or disburse ment
with interest on the amount so paid or disbursed by such Letter of Credit
Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the
date of such payment or disbursement, from and including the date paid or
disbursed to but not including the date such Letter of Credit Issuer is
reimbursed therefor at a rate per annum which shall be the Base Rate as in
effect from time to time (plus an additional 2% per annum if not reimbursed by
the third Business Day after the date of notice of such payment or
disbursement), such interest to be payable on demand.

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

                                     -20-
<PAGE>
 
Credit Issuer, the  Administrative Agent, any Co-Agent or any Bank, including,
without limitation, any defense based upon the failure of any drawing under a
Letter of Credit to con form to the terms of the Letter of Credit or any non-
application or misapplication by the beneficiary of the proceeds of such drawing
or any amendment or waiver or any consent to or departure from a Letter of
Credit or any other circumstance whatsoever in making or failing to make payment
under a Letter of Credit; provided, however, that the Borrower shall not be
                          --------  -------                                
obligated to reimburse a Letter of Credit Issuer for any wrongful payment made
by such Letter of Credit Issuer under a Letter of Credit as a result of acts or
omissions consti tuting willful misconduct or gross negligence on the part of
such Letter of Credit Issuer.

                2.05  Increased Costs.  If at any time after the Restatement 
                      --------------- 
Effective Date, the adoption or effectiveness of any applicable law, rule or
regulation, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or actual
compliance by any Letter of Credit Issuer or any Participating Bank with any
request or directive (whether or not having the force of law) by any such
authority, central bank or comparable agency shall either (i) impose, modify or
make applicable any reserve, deposit, capital adequacy or similar requirement
against Letters of Credit issued by any Letter of Credit Issuer or any
Participating Bank's participation therein or (ii) impose on any Letter of
Credit Issuer or any Participating Bank any other conditions affecting this
Agree ment, any Letter of Credit or any Participating Bank's participation
therein; and the result of any of the foregoing is to increase the cost to any
such Letter of Credit Issuer or any such Participating Bank of issuing,
maintaining or participating in any Letter of Credit, or to reduce the amount of
any sum received or receivable by any such Letter of Credit Issuer or such
Participating Bank hereunder, then, upon demand to the Borrower by such Letter
of Credit Issuer or such Participating Bank (a copy of which notice shall be
sent by such Letter of Credit Issuer or such Participating Bank to the
Administrative Agent), the Borrower shall, subject to Section 1.15 (to the
extent applicable), pay to such Letter of Credit Issuer or such Participating
Bank such additional amount or amounts as will compensate such Letter of Credit
Issuer or such Participating Bank for such increased costs or reduction. A
certificate shall be submitted to the Borrower by a Letter of Credit Issuer or
such Participating Bank, as the case may be (a copy of which certificate shall
be sent by such Letter of Credit Issuer or such Participating Bank to the
Administrative Agent), setting forth the basis for the determination of such
additional amount or amounts necessary to compensate such Letter of Credit
Issuer or such Participating Bank as aforesaid, although the failure to deliver
any such certificate shall not release or diminish any of the Borrower's
obligations to pay additional amounts pursuant to this Section 2.05.

                                     -21-
<PAGE>
 
                2.06  Indemnification.  In addition to its other obligations 
                      ---------------
under this Section 2, the Borrower hereby agrees to protect, indemnify and hold
harmless each Letter of Credit Issuer (and their respective officers, directors,
employees, representatives and agents) from and against any and all claims,
damages, losses, liabilities, costs and expenses (including reasonable
attorneys' fees) whatsoever which may be incurred by such Letter of Credit
Issuer (or which may be claimed against such Letter of Credit Issuer by any
Person whatsoever) by reason of or in connection with (i) the issuance or a
transfer of, or payment or failure to pay under, any Letter of Credit issued by
such Letter of Credit Issuer and (ii) involvement of such Letter of Credit
Issuer in any suit, investigation, proceeding, inquiry or action as a
consequence, direct or indirect, of such Letter of Credit Issuer's issuance of a
Letter of Credit or any other event or transaction related thereto; provided,
                                                                    -------- 
however, that the Borrower shall not be required to indemnify any Letter of
-------                                                                    
Credit Issuer for any claims, damages, losses, liabilities, costs or expenses to
the extent, but only to the extent, caused by the willful misconduct or gross
negligence of such Letter of Credit Issuer.

                SECTION 3.  Fees; Commitments.
                            ----------------- 

                3.01 Fees. (a) The Borrower agrees to pay to the Administrative
                     ----      
Agent a facility fee (the "Facility Fee") for the account of each Bank pro 
                                                                       --- 
rata on thebasis of their respective Percentages for the period from and 
---- 
including the Restatement Effective Date to but not including the date the Total
Commitment has been terminated, computed at a rate for each day equal to the
Applicable Facility Fee Percentage on the daily average Total Commitment.
Accrued Facility Fees shall be due and payable quarterly in arrears on the last
Business Day of each calendar quarter and on the date upon which the Total
Commitment is terminated.

                (b)  The Borrower agrees to pay to the Administrative Agent 
for the account of the Banks pro rata on the basis of their respective 
                             --- ----    
Percentages, a fee in respect of each Letter of Credit (the "L/C Fee") in an
amount equal to the Applicable Margin on the average daily Stated Amount of such
Letter of Credit. Accrued L/C Fees shall be due and payable quarterly in arrears
on the last Business Day of each calendar quarter and on the date upon which the
Total Commitment is terminated.
 
                (c)  The Borrower agrees to pay to the Administrative Agent for
the account of each respective Letter of Credit Issuer a fee in respect of each
Letter of Credit issued by such Letter of Credit Issuer (the "L/C Facing Fee")
computed at the rate of 1/4 of 1% per annum on the average daily Stated Amount
of such Letter of Credit. Accrued L/C Facing Fees shall be due and payable
quarterly in arrears on the last Business Day of each calendar quarter and on
the date upon which the Total Commitment is terminated.
 
                (d) The Borrower hereby agrees to pay to each respective Letter
of Credit Issuer upon each issuance of, drawing under and/or amendment of, a
Letter of Credit issued

                                     -22-
<PAGE>
 
by it such amount as shall at the time of such issuance, drawing and/or
amendment equal the administrative charge which such Letter of Credit Issuer is
customarily charging at such time for issuances of, drawings under and/or
amendments of letters of credit issued by it.

                (e)  The Borrower shall pay to the Administrative Agent (x) on
the Restatement Effective Date for its own account and/or for distribution to
the Co-Agents and/or the Banks such fees as heretofore agreed in writing by the
Borrower and the Administrative Agent and (y) for the account of the
Administrative Agent, such other fees as may be agreed to in writing from time
to time between the Borrower and the Administrative Agent, when and as due.

                (f)  All computations of Fees shall be made in accordance with
Section 12.07.

                3.02  Voluntary Reduction of Commitments.  Upon at least three 
                      ---------------------------------- 
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Banks), the Borrower
shall have the right, without premium or penalty, to terminate, in part or in
whole, the Total Unutilized Commitment; provided that (x) any such termination
                                        --------   
shall apply to proportionately and permanently reduce the Commitment of each of
the Banks, (y) any partial reduction pursuant to this Section 3.02 shall be in
the amount of at least $5,000,000 and (z) each reduction to the Total Commitment
pursuant to this Section 3.02 shall reduce the then remaining Scheduled
Commitment Reductions in direct chronological order.

                3.03  Mandatory Adjustments of Commitments.  (a)  The Total 
                      ------------------------------------        
Commitment (and the Commitment of each Bank) shall terminate on the earlier of
(x) the date on which a Change of Control occurs and (y) the Final Maturity
Date.

                (b) Subject to Section 3.02, the Total Commitment shall be
permanently reduced on each date set forth below (provided that if any date set
forth below is not a Business Day then the permanent reduction shall occur on
the first Business Day immediately succeeding such date set forth below) (each,
a "Scheduled Commitment Reduction Date"), in the amount set forth below opposite
such date (each such reduction, as such reduction may have been reduced pursuant
to Section 3.02, a "Scheduled Commitment Reduction"):


                Scheduled Commitment
                  Reduction Date                                Amount
                ------------------                              ------

                    August 1, 1999                               $20,000,000
                    August 1, 2000                               $25,000,000

                                     -23-
<PAGE>
 
                (c) The Total Commitment shall be reduced on the Permitted
Receivables Program Transaction Date by an amount equal to Maximum Initial
Commitment.

                (d) Each partial reduction of the Total Commitment pursuant to
this Section 3.03 shall apply proportionately to the Commitment of each Bank.

                SECTION 4.  Payments.
                            -------- 

                4.01  Voluntary Prepayments.  The Borrower shall have the right
                      ---------------------      
to prepay Revolving Loans in whole or in part, without penalty or fee except as
otherwise provided in this Agreement, at any time and from time to time on the
following terms and conditions: (i) the Borrower shall give the Administrative
Agent at the Notice Office written notice (or telephonic notice promptly
confirmed in writing) (each such notice, a "Notice of Prepayment") of its intent
to prepay the Revolving Loans, the amount of such prepayment and (in the case of
Eurodollar Loans) the specific Borrowing(s) pursuant to which such Eurodollar
Loans were made, which Notice of Prepayment shall be substantially in the form
of Exhibit A-3 and shall be given by the Borrower prior to 12:00 Noon (New York
time) at least three Business Days prior to the date of such prepayment, which
Notice of Prepayment shall promptly be transmitted by the Administrative Agent
to each of the Banks; (ii) each partial prepayment of any Borrowing of Base Rate
Loans shall be in an aggregate principal amount of at least $1,000,000 and of
any Borrowing of Eurodollar Loans shall be in an aggregate principal amount of
at least $5,000,000, provided that no partial prepayment of Eurodollar Loans
                     --------                                               
made pursuant to a single Borrowing shall reduce the aggregate principal amount
of Eurodollar Loans outstanding pursuant to such Borrowing to an amount less
than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in
respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro
                                                                             ---
rata among such Revolving Loans; and (iv) Eurodollar Loans may be designated for
----                                                                            
prepayment pursuant to this Section 4.01 only on the last day of the Interest
Period applicable thereto.  The Borrower shall not have the right to voluntarily
prepay any Competitive Bid Loans.

                4.02  Mandatory Prepayments.
                      --------------------- 

                (A)  Requirements:
                     ------------ 

                (a)  (i) If on any date the sum of (x) the aggregate outstanding
principal amount of Revolving Loans and Competitive Bid Loans (after giving
effect to all other repayments thereof on such date) plus (y) the Letter of
Credit Outstandings on such date (the foregoing, collectively, the "Aggregate
Outstandings"), exceeds the Total Commitment as then in effect, the Borrower
shall repay on such date the principal of Revolving Loans in an aggregate amount
equal to such excess.  If, after giving effect to the prepayment of all out-

                                     -24-
<PAGE>
 
standing Revolving Loans, the Aggregate Outstandings exceed the Total Commitment
then in effect, the Borrower shall repay on such date the principal of
Competitive Bid Loans in an aggregate amount equal to such excess, provided that
                                                                   --------     
(i) no Competitive Bid Loan shall be prepaid pursuant to this sentence unless
the Bank that made same consents to such prepayment and (ii) in the absence of
such consent, the provisions of the second sentence of Section 4.02(B)(b) shall
be applicable.  If, after giving effect to the prepayment of all outstanding
Revolving Loans and the prepayment (or, as may be required by Section
4.02(B)(b), the cash collateralization) of all outstanding Competitive Bid Loans
as set forth above, the remaining Aggregate Outstandings exceed the Total
Commitment then in effect, the Borrower shall pay to the Administrative Agent an
amount in cash and/or Cash Equiv alents (satisfactory to the Administrative
Agent) equal to such excess (up to a maximum amount equal to the Letter of
Credit Outstandings at such time) and the Administrative Agent shall hold such
payment as security for the Obligations of the Borrower in a cash collateral
account created pursuant to an agreement to be entered into in form and
substance satis factory to the Administrative Agent (which shall permit certain
investments in Cash Equiva lents satisfactory to the Administrative Agent, until
the proceeds are applied to the Obligations) (a "Cash Collateral Account").

                (ii) If on any date the aggregate outstanding principal amount
of Competitive Bid Loans denominated in Approved Alternate Currencies (after
giving effect to all other repayments thereof on such date) exceeds $50,000,000,
the Borrower shall repay on such date the principal of such Competitive Bid
Loans in an aggregate amount equal to such excess, provided that (i) no such
Competitive Bid Loan shall be prepaid pursuant to this sentence unless the Bank
that made same consents to such prepayment and (ii) in the absence of such
consent, the provisions of the second sentence of Section 4.02(B)(b) shall be
applicable.

                (iii) For purposes of this Section 4.02(A)(a), (x) the
outstanding principal amount of Competitive Bid Loans and (y) the aggregate
Stated Amount of outstanding Letters of Credit and the aggregate amount of
Unpaid Drawings in respect thereof, in each case to the extent such Competitive
Bid Loans or Letters of Credit are denominated in an Approved Alternate
Currency, will be measured on a Dollar-equivalent basis in accordance with the
terms of Sections 12.07(c) and (d). The Borrower agrees that mandatory
prepayments may be required from time to time under this Section 4.02(A)(a)
pursuant to the preceding sentence as a result of fluctuations in the exchange
rate for any Approved Alternate Currency.

                (b) Subject to and in accordance with Section 4.02(B), on or
prior to the third Business Day after the date of receipt by the Borrower and/or
any of its Subsidiaries of the Cash Proceeds of any Asset Sale, an amount equal
to 75% of the Net Cash Proceeds of such Asset Sale shall be applied to the
prepayment of the outstanding principal amount of the Loans, provided that to
                                                             --------   
the extent no Default or Event of Default then exists, such Net Cash

                                     -25-
<PAGE>
 
Proceeds shall not be required to be so applied if the Borrower has delivered a
Reinvestment Notice to the Administrative Agent on or prior to the third
Business Day after the date of receipt of such Cash Proceeds to the extent of
the Anticipated Reinvestment Amount specified in such Reinvestment Notice.

                (c) Subject to and in accordance with Section 4.02(B), on or
prior to the third Business Day after the date of the receipt by the Borrower
and/or any of its Subsidiaries of proceeds from the issuance, after the
Restatement Effective Date, of equity (other than issuances of Common Stock to
employees, officers and directors of the Borrower and its Subsidiaries pursuant
to the Stock Option Plans), an amount equal to 50% of the Net Equity Issuance
Proceeds of any such issuance shall be applied to the prepayment of the
outstanding principal amount of the Loans.

                (d) Subject to and in accordance with Section 4.02(B), on or
prior to the third Business Day after the date of the receipt thereof by the
Borrower and/or any of its Subsidiaries of a Pension Plan Refund, an amount
equal to 75% of such Pension Plan Refund shall be applied to the prepayment of
the outstanding principal amount of the Loans, provided that to the extent no
                                               --------                      
Default or Event of Default then exists, any such Pension Plan Refund shall not
be required to be so applied if the Borrower has delivered a Reinvestment Notice
to the Administrative Agent on or prior to the third Business Day after the date
of receipt of such Pension Plan Refund to the extent of the Anticipated
Reinvestment Amount specified in such Reinvestment Notice.
 
                (e) Subject to and in accordance with Section 4.02(B), on or
prior to the third Business Day after the date of receipt thereof by the
Borrower and/or any of its Subsidiaries of any Insurance Proceeds from any
Recovery Event, the Net Insurance Proceeds of which are in excess of $500,000
(it being understood that if such amount exceeds $500,000, then the entire
amount and not just the portion in excess of $500,000 shall be subject to
mandatory prepayment as provided in this Section 4.02(A)(e)), an amount equal to
75% of the Net Insurance Proceeds from such Recovery Event shall be applied to
the prepayment of the outstanding principal amount of the Loans, provided that
                                                                 --------
to the extent no Default or Event of Default then exists, any such Net Insurance
Proceeds shall not be required to be so applied if the Borrower has delivered a
Reinvestment Notice to the Administrative Agent on or prior to the third
Business Day after the date of receipt of such Insurance Proceeds to the extent
of the Anticipated Reinvestment Amount specified in such Reinvestment Notice.
 
                (f)  Subject to and in accordance with Section 4.02(B), on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the applicable Reinvestment Event shall be applied to the
prepayment of the outstanding principal amount of the Loans.

                                     -26-
<PAGE>
 
                (B)  Application:
                     ----------- 

                (a)  Each mandatory repayment of Loans made pursuant to Sections
4.02(A)(b) through (f), inclusive, shall be applied:  (i) first, to prepay the
                                                          -----               
principal of outstanding Revolving Loans, (ii) second, to prepay (or, subject to
                                               ------                           
the provisions of Section 4.02(B)(b), to cash collateralize) the principal of
outstanding Competitive Bid Loans, and (iii) third, to cash collateralize Letter
                                             -----                              
of Credit Outstandings in a Cash Collateral Account.

                (b) With respect to each repayment of Revolving Loans required
by Section 4.02(A), the Borrower may designate the Types of Revolving Loans
which are to be prepaid and the specific Borrowing(s) pursuant to which made,
provided that (i) Eurodollar Loans may be designated for repayment pursuant to
--------
this Section 4.02(B) only on the last day of an Interest Period applicable
thereto unless all Eurodollar Loans with Interest Periods ending on such date of
required repayment and all Base Rate Loans have been paid in full; (ii) each
repayment of any Revolving Loans made pursuant to a Borrowing shall be applied
pro rata among such Revolving Loans; and (iii) if any repayment of Eurodollar
--- ----                                                                     
Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving
Loans made pursuant to such Borrowing to an amount less than the Minimum
Borrowing Amount for such Eurodollar Loans, such Borrowing shall be immediately
converted into Base Rate Loans.  At any time that the Borrower is obligated to
prepay any Competitive Bid Loan pursuant to Section 1.11(b) or 4.02(A) on a date
other than the scheduled maturity date thereof, such prepayment shall only be
made if the respective Bank that made such Competitive Bid Loan has consented in
writing (or by telephone confirmed in writing) to the Borrower to such
prepayment within 48 hours after notice (in writing or by telephone confirmed in
writing) by the Borrower to such Bank of such prepayment (it being understood
that the Borrower will give such notice and that any failure to respond to such
notice will constitute a rejection thereof); if such prepayment is not so
consented to by the respective Bank then, in the case of a prepayment otherwise
required pursuant to Section 4.02(A), the Borrower will deposit an amount in
cash or Cash Equivalents (satisfactory to the Administrative Agent) equal to
100% of the principal amounts that otherwise would have been paid in respect of
the Competitive Bid Loans (subject to the provisions of Section 12.07(d)) with
the Administrative Agent to be held as security for the Obligations of the
Borrower in a Cash Collateral Account, with such cash collateral to be released
from such Cash Collateral Account (and applied to repay the principal amount of
such Competitive Bid Loans) upon each occurrence thereafter of the last day of
an Interest Period applicable to the relevant Competitive Bid Loans, with the
amount to be so released and applied on the last day of each Interest Period to
be the amount of the Competitive Bid Loans to which such Interest Period applies
(or, if less, the amount remaining in such Cash Collateral Account).  In the
absence of a designation of a Type of Revolving Loan by the Borrower as
described in the second preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its sole discretion with a view,
but no obligation, to minimize breakage costs owing under Section 1.12.

                                     -27-
<PAGE>
 
                (C) Notwithstanding anything to the contrary contained elsewhere
in this Agreement, all then outstanding Loans shall be prepaid in full on the
Final Maturity Date.

                4.03 Method and Place of Payment. Except as otherwise
                     ---------------------------       
specifically provided herein, all payments under this Agreement shall be made to
the Administrative Agent for the ratable account of the Banks entitled thereto,
not later than 1:00 P.M. (New York time) on the date when due and shall be made
in immediately available funds and in lawful money of the United States of
America at the Payment Office. Any payments under this Agreement which are made
later than 1:00 P.M. (New York time) shall be deemed to have been made on the
next succeeding Business Day. Whenever any payment to be made here under shall
be stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable during such extension at the
applicable rate in effect immediately prior to such extension.

                4.04  Net Payments.  (a)  All payments made by the Borrower 
                      ------------      
hereunder, under any Note or under any other Credit Document will be made
without setoff, counter claim or other defense. Except as provided for in
Section 4.04(b), all such payments will be made free and clear of, and without
deduction or withholding for, any present or future taxes, levies, imposts,
duties, fees, assessments or other charges of whatever nature now or hereafter
imposed by any jurisdiction or by any political subdivision or taxing authority
thereof or therein (but excluding, except as provided in the second succeeding
sentence, any tax imposed on or measured by the net income of a Bank pursuant to
the laws of the juris diction in which the principal office or applicable
lending office of such Bank is located or under the laws of any political
subdivision or taxing authority of any such jurisdiction in which the principal
office or applicable lending office of such Bank is located) and all interest,
penalties or similar liabilities with respect thereto (collectively, "Taxes").
If any Taxes are so levied or imposed, the Borrower agrees to pay the full
amount of such Taxes, and such additional amounts as may be necessary so that
every payment of all amounts due hereunder, under any Note or under any other
Credit Document, after withholding or deduc tion for or on account of any Taxes,
will not be less than the amount provided for herein, in such Note or in such
other Credit Document. If any amounts are payable in respect of Taxes pursuant
to the preceding sentence, then the Borrower agrees to reimburse each Bank, upon
the written request of such Bank, for taxes imposed on or measured by the net
income of such Bank pursuant to the laws of the jurisdiction in which the
principal office or applicable lending office of such Bank is located or under
the laws of any political subdivision or taxing authority of any such
jurisdiction in which the principal office or applicable lending office of such
Bank is located and for any withholding of income or similar taxes imposed by
the United States of America as such Bank shall determine are payable by, or
withheld from, such Bank in respect of such amounts so paid to or on behalf of
such Bank pursuant to the preceding sentence and in respect of any amounts paid
to or on behalf of such Bank pursuant to this sentence. The Borrower will
furnish to the Administrative Agent within 45 days after

                                     -28-
<PAGE>
 
the date the payment of any Taxes, or any withholding or deduction on account
thereof, is due pursuant to applicable law, certified copies of tax receipts
evidencing such payment by the Borrower.  The Borrower will indemnify and hold
harmless the Administrative Agent, each Co-Agent, and each Bank, and reimburse
the Administrative Agent, such Co-Agent or such Bank upon its written request,
for the amount of any Taxes so levied or imposed and paid or withheld by the
Administrative Agent, such Co-Agent or such Bank.

       (b)  Each Bank which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
agrees (i) to provide to the Borrower and the Administrative Agent on or prior
to the Restatement Effective Date (it being understood and agreed that the
providing of such forms in connection with the Original Credit Agreement shall
be satisfactory for purposes of this Section 4.04(b)) two original signed copies
of Internal Revenue Service Form 4224 or Form 1001 certifying to such Bank's
entitlement to an exemption from United States withholding tax with respect to
payments to be made under this Agreement and under any Note and (ii) that, to
the extent legally entitled to do so, (x) with respect to a Bank that is an
assignee or transferee of an interest under this Agreement pursuant to Section
12.04(b)(y) (unless the respective Bank was already a Bank hereunder immediately
prior to such assignment or transfer), upon the date of such assignment or
transfer to such Bank, and (y) with respect to any Bank which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
U.S. Federal income tax purposes (including, without limitation, any assignee or
transferee), from time to time, upon the reasonable request by the Borrower or
the Administrative Agent after the Restatement Effective Date, such Bank will
provide to each of the Borrower and the Administrative Agent two original signed
copies of Internal Revenue Service Form 4224 or Form 1001 (or any successor
forms) certifying to such Bank's entitlement to an exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note.  Notwithstanding anything to the contrary contained in Section
4.04(a), but subject to the immediately succeeding sentence, the Borrower shall
be entitled, to the extent it is required to do so by law, to deduct or withhold
income or other similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable hereunder (without any obligation to pay the respective Bank
additional amounts with respect thereto) for the account of any Bank which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes and which has not provided to the
Borrower such forms required to be provided to the Borrower by a Bank pursuant
to the first sentence of this Section 4.04(b); provided that if the Borrower
                                               --------                     
shall so deduct or withhold any such taxes, it shall provide a statement to the
Administrative Agent and such Bank, setting forth the amount of such taxes so
deducted or withheld, the applicable rate and any other information or
documentation which such Bank may reasonably request for assist ing such Bank in
obtaining any allowable credits or deductions for the taxes so deducted or
withheld in the jurisdiction or jurisdictions in which such Bank is subject to
tax. Notwithstanding anything to the contrary contained in the preceding
sentence and except as

                                     -29-
<PAGE>
 
set forth in Section 12.04(b), the Borrower agrees to indemnify each Bank in the
manner set forth in Section 4.04(a) in respect of any amounts deducted or
withheld by it as described in the previous sentence as a result of any changes
after the Restatement Effective Date in any applicable law, treaty, governmental
rule, regulation, guideline or order, or in the interpre tation thereof,
relating to the deducting or withholding of income or similar Taxes.

                SECTION 5.  Conditions Precedent.
                            -------------------- 

                5.01  Conditions Precedent to Loans on the Restatement 
                      -------------------------------------------------
Effective Date. The occurrence of the Restatement Effective Date pursuant to  
--------------   
Section 12.10 and the obligation of each Bank to make Loans to the Borrower
hereunder, and the obligation of each Letter of Credit Issuer to issue Letters
of Credit hereunder, in each case on the Restatement Effective Date, is subject,
at the time of such Credit Event, to the satisfaction of the following condi
tions:

                (a)  Execution of Agreement; Notes.  On or prior to the 
                     ----------------------------- 
         Restatement Effective Date (i) this Agreement shall have been executed
         and delivered as provided in Section 12.10 and (ii) there shall have
         been delivered to the Administrative Agent for the account of each Bank
         the appropriate Note executed by the Borrower, in the amount, maturity
         and as otherwise provided herein.

                (b)  Officer's Certificate.  On the Restatement Effective Date,
                     ---------------------                               
         the Administrative Agent shall have received from the Borrower a
         certificate dated such date signed on behalf of the Borrower by its
         Chief Financial Officer or any other Authorized Officer stating that
         all the conditions in Sections 5.01(e), (f), (k) and (l) and 5.02(a)
         have been satisfied on such date with respect to all Credit Parties.

                (c)  Corporate Documents; Proceedings; Officers' Certificates.
                     -------------------------------------------------------- 
         (i) On the Restatement Effective Date, the Administrative Agent shall
         have received from each Credit Party a certificate, dated the
         Restatement Effective Date, signed by an Authorized Officer of such
         Credit Party, substantially in the form of Exhibit C with appropriate
         insertions, together with copies of the Certificate of Incorporation
         and By-Laws of such Credit Party and the resolutions of such Credit
         Party referred to in such certificate and the foregoing shall be
         satisfactory to the Administrative Agent.

                (ii) On the Restatement Effective Date, all corporate and legal
         proceedings and all instruments and agreements in connection with the
         transactions contemplated by this Agreement and the other Credit
         Documents shall be satisfactory in form and substance to the
         Administrative Agent, and the Administrative Agent shall have received
         all information and copies of all certificates, documents and papers,
         including good standing certificates and any other records of corporate
         proceedings and governmental approvals, if any, which the
         Administrative Agent
                                     -30-
<PAGE>
 
         may have requested in connection therewith, such documents and papers
         where appropriate to be certified by proper corporate or governmental
         authorities.



                (d)  Opinions of Counsel.  On the Restatement Effective Date, 
                     -------------------          
         the Administrative Agent shall have received an opinion, addressed to
         the Administrative Agent, each Co-Agent and each of the Banks and dated
         the Restatement Effective Date, from (i) Stroock & Stroock & Lavan,
         counsel to the Credit Parties, substantially in the form of Exhibit D-1
         hereto, which opinion shall cover such other matters incident to the
         transactions contemplated herein as the Administrative Agent may
         reasonably request and (ii) White & Case, special counsel to the Banks,
         substantially in the form of Exhibit D-2 hereto.
 
                (e)  Original Credit Agreement.  On the Restatement Effective 
                     -------------------------  
         Date, (i) the Borrower shall have repaid in full all Original Loans
         outstanding on the Restatement Effective Date, together with all
         accrued and unpaid interest, fees and commitment commission (and any
         other amounts) owing under the Original Credit Agreement through the
         Restatement Effective Date, (ii) each Original Bank shall have received
         payment in full of all amounts then due and owing to it under the
         Original Credit Agreement and (iii) the Administrative Agent shall have
         received evidence in form, scope and substance satisfactory to it that
         the matters set forth in this Section 5.01(e) have been satisfied on
         such date .

                (f)  Approvals.  On the Restatement Effective Date, all 
                     ---------  
         necessary governmental and third party approvals (including, without
         limitation, the approval of the shareholders of the Borrower and its
         Subsidiaries to the extent required) required in connection with the
         Transaction and the other transactions contemplated by this Agreement
         and the other Credit Documents and otherwise referred to herein or
         there in shall have been obtained and remain in effect, and all
         applicable waiting periods shall have expired without any action being
         taken by any competent authority which restrains, prevents or imposes,
         in the reasonable judgment of the Required Banks or the Administrative
         Agent, materially adverse conditions upon the consummation of the
         Transaction or the other transactions contemplated by the respective
         Credit Documents.

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

                (h)  Insurance Policies.  On the Restatement Effective Date, the
                     ------------------                                         
         Administrative Agent shall have received evidence (including, without
         limitation,
                                     -31-
<PAGE>
 
         certificates with respect to each insurance policy listed on Schedule
         III) of insurance complying with the requirements of Section 7.09 for
         the business and properties of the Borrower and its Subsidiaries, in
         form and substance reasonably satisfactory to the Administrative Agent
         and the Required Banks and, with respect to all casualty insurance,
         naming the Administrative Agent on behalf of the Creditors, as loss
         payee, as its interests may appear, and with respect to all liability
         policies, naming the Administrative Agent, the Co-Agents and each Bank
         as an additional insured, and in all cases stating that such insurance
         shall not be cancelled or materially revised without at least 30 days'
         prior written notice by the insurer to the Administrative Agent.
 


                (i)  Employee Benefit Plans; Collective Bargaining Agreements; 
                     ---------------------------------------------------------
         Management Agreements; Employment Agreements, etc.  (i)  On or prior 
         ---------- ---------------------------------------                 
         to the Restatement Effective Date, there shall have been made available
         to the Administrative Agent and its counsel copies (which copies may be
         made available to the Banks), certified as true and correct by the
         Borrower in a certificate signed by an Authorized Officer of the
         Borrower, of (a) any Plans, and for each such Plan (x) that is a
         "single-employer plan" (as defined in Section 4001(a)(15) of ERISA) the
         most recently completed actu arial valuation prepared therefor by such
         Plan's regular enrolled actuary and the Schedule B, "Actuarial
         Information" to the IRS Form 5500 (Annual Report) most recently filed
         with the Internal Revenue Service and (y) that is a "multiemployer
         plan" (as defined in Section 4001(a)(3) of ERISA), each of the
         documents referred to in clause (x) either in the possession of any
         Credit Party or available on request from the sponsor or trustees of
         such Plan (collectively, together with any agreements referred to in
         Section 5.01(i)(a) of the Original Credit Agreement, and any amendments
         thereto referred to in succeeding Section 5.01(i)(ii), the "Employee
         Benefit Plans"), (b) any collective bargaining agreements or any other
         similar agree ment or arrangements covering the employees of the
         Borrower or any of its Subsidi aries (collectively, together with any
         agreements referred to in Section 5.01(i)(b) of the Original Credit
         Agreement, and any amendments thereto referred to in succeeding Section
         5.01(i)(ii), the "Collective Bargaining Agreements"), (c) any material
         agree ments (or the forms thereof) with members of, or with respect to,
         the management of the Borrower or any of its Subsidiaries
         (collectively, together with any agreements referred to in Section
         5.01(i)(c) of the Original Credit Agreement, and any amendments thereto
         referred to in succeeding Section 5.01(i)(ii), the "Management
         Agreements"), (d) any material employment agreements entered into by
         the Borrower or any of its Subsidiaries with its employees
         (collectively, together with any agreements referred to in Section
         5.01(i)(d) of the Original Credit Agreement, and any amendments thereto
         referred to in succeeding Section 5.01(i)(ii), the "Employ ment
         Agreements"), (e) all agreements entered into by the Borrower or any of
         its Subsidiaries governing the terms and relative rights of its capital
         stock and any agree ments entered into by shareholders relating to any
         such entity with respect to their

                                     -32-
<PAGE>
 
         capital stock, (collectively, together with any agreements referred to
         in Section 5.01(i)(e) of the Original Credit Agreement, and any
         amendments thereto referred to in succeeding Section 5.01(i)(ii), the
         "Shareholders' Agreements"), (f) all agree ments evidencing or relating
         to the Permitted Existing Indebtedness (collectively, together with any
         agreements referred to in Section 5.01(i)(f) of the Original Credit
         Agreement, and any amendments thereto referred to in succeeding Section
         5.01(i)(ii), the "Permitted Existing Indebtedness Agreements") and (g)
         tax sharing, tax allocation and other similar agreements, if any,
         entered into by the Borrowing and/or any of its Subsidiaries
         (collectively, together with any agreements referred to in Section
         5.01(i)(g) of the Original Credit Agreement, and any amendments thereto
         referred to in succeeding Section 5.01(i)(ii), the "Tax Sharing
         Agreements"); all of which Employee Benefit Plans, Collective
         Bargaining Agreements, Management Agreements, Employment Agreements,
         Shareholders' Agreements, Permitted Existing Indebtedness Agreements
         and Tax Sharing Agreements shall be in form and substance reasonably
         satisfactory to the Administrative Agent and shall be in full force and
         effect on the Restatement Effective Date.
 
                (ii) On or prior to the Restatement Effective Date, the
         Administrative Agent shall have received (i) a certification from an
         Authorized Officer of the Borrower that all agreements and plans
         referenced in Section 5.01(i) of the Original Credit Agreement,
         previously delivered to the Administrative Agent by each Credit Party,
         remain in full force and effect (or specifying which of such agreements
         and plans do not remain in full force and effect) and (ii) any
         amendments thereto or additional such agreements.
 
                (j)  Payment of Fees.  On or prior to the Restatement Effective
                     --------------- 
         Date, all costs, fees and expenses, and all other compensation
         contemplated by this Agreement, due to the Administrative Agent, any
         Co-Agent or the Banks (including, with out limitation, legal fees and
         expenses) shall have been paid by the Borrower to the extent due.



                (k)  Adverse Change.  From January 1, 1996 to the Restatement 
                     --------------      
         Effective Date, nothing shall have occurred (and none of the Borrower,
         the Required Banks, the Administrative Agent or any Co-Agent shall have
         become aware of any facts or conditions not previously known) which the
         Borrower, the Required Banks or the Administrative Agent shall
         determine (i) has, or is reasonably likely to have, a mate rial adverse
         effect on the rights or remedies of the Banks or the Administrative
         Agent, or on the ability of any Credit Party to perform its obligations
         to the Banks or the Administrative Agent under this Agreement or any
         other Credit Document or (ii) has, or could reasonably be expected to
         have, a Material Adverse Effect.

                                     -33-
<PAGE>
 
                (l)  Litigation.  No litigation by any entity (private or 
                     ----------                                   
         governmental) shall be pending or threatened on the Restatement
         Effective Date (a) with respect to this Agreement or any other Credit
         Document, or (b) which the Administrative Agent or the Required Banks
         shall determine could reasonably be expected to have a Material Adverse
         Effect.
 
                (m) On the Restatement Effective Date and after giving effect to
         the Transaction, neither the Borrower nor any of its Subsidiaries shall
         have any Indebtedness or preferred stock outstanding except for (i) the
         Loans, (ii) the Permitted Existing Indebtedness and (iii) such
         additional Indebtedness permitted by Section 8.03. All of the Permitted
         Existing Indebtedness shall remain outstanding after the consummation
         of the Transaction and the other transactions contemplated hereby
         without any default or events of default existing thereunder or arising
         as a result of the Transaction and the other transactions contemplated
         hereby (except to the extent amended or waived by the parties thereto
         on terms and conditions satisfactory to the Administrative Agent and
         the Required Banks), and there shall not be any amendments or
         modifications to the Permitted Existing Indebtedness Agreements other
         than as requested or approved by the Administrative Agent and the
         Required Banks.

                5.02  Conditions Precedent to All Credit Events. The obligation
                      -----------------------------------------    
of each Bank to make any Loans and the obligation of each Letter of Credit
Issuer to issue Letters of Credit (including, without limitation, Loans made and
Letters of Credit issued on the Restatement Effective Date) is subject, at the
time of each such Credit Event, to the satisfaction of the following conditions
at such time:

                (a)  No Default; Representations and Warranties.  At the time 
                     ------------------------------------------    
         of each Credit Event and also after giving effect thereto (i) there
         shall exist no Default or Event of Default and (ii) all representations
         and warranties contained herein or in the other Credit Documents in
         effect at such time shall be true and correct in all material respects
         with the same effect as though such representations and warranties had
         been made on and as of the date of such Credit Event (except to the
         extent any representation or warranty is expressly made as of a
         specific date, in which case such representation and warranty shall be
         true and correct in all material respects as of such date).

                (b)  Notice of Borrowing; Notice of Competitive Bid Borrowing;
                     ---------------------------------------------------------
         Letter of Credit Request.  The Administrative Agent shall have received
         ------------------------           
         a Notice of Borrowing with respect to such Borrowing meeting the
         requirements of Section 1.03(a) and/or a Notice of Competitive Bid
         Borrowing with respect to such Competitive Bid Borrowing meeting the
         requirements of Section 1.04(a), and/or the Administrative Agent and
         the respective Letter of Credit Issuer shall have received a Letter of
         Credit
                                     -34-
<PAGE>
 
     Request for such issuance of a Letter of Credit meeting the requirements of
     Section 2.03, as the case may be.


The occurrence of the Restatement Effective Date and the acceptance of the
benefits of each Credit Event shall constitute a representation and warranty by
the Borrower to each of the Banks that all of the applicable conditions
specified in Section 5.01 (with respect to the Restatement Effective Date only)
and in this Section 5.02 are then satisfied.  All of the certificates, legal
opinions and other documents and papers referred to in Section 5.01 and this
Section 5.02, unless otherwise specified, shall be delivered to the
Administrative Agent at its Notice Office for the account of each of the Banks
and, except for the Notes, in sufficient counterparts or copies for each of the
Banks and shall be reasonably satisfactory in form and substance to the
Administrative Agent.

        SECTION 6.  Representations, Warranties and Agreements.  In order to
                    ------------------------------------------              
induce the Banks to enter into this Agreement and to make the Loans and
participate in Letters of Credit and each Letter of Credit Issuer to issue
Letters of Credit as provided for herein, the Borrower makes the following
representations and warranties to, and agreements with, the Banks and each
Letter of Credit Issuer, in each case after giving effect to the Transaction,
all of which shall survive the execution and delivery of this Agreement and the
making of the Loans and the issuance of Letters of Credit (with the occurrence
of each Credit Event being deemed to constitute a representation and warranty
that the matters specified in this Section 6 are true and correct in all
material respects on and as of the date of each Credit Event, except to the
extent that any representation or warranty is expressly made as of a specific
date, in which case such representation or warranty shall be true and correct in
all material respects as of such specific date):

        6.01  Corporate Status.  (i)  Each of the Borrower and its Subsidiaries
              ----------------                                                 
is a duly incorporated, validly existing corporation and, in the case of those
entities incorporated in the United States, in good standing under the laws of
the jurisdiction of its organization and has the corporate power and authority
to own all property and assets owned by it, to lease all property and assets
held under lease by it and to transact the business in which it is engaged and
presently proposes to engage and (ii) each of the Credit Parties has duly quali
fied and is authorized to do business and, with respect to jurisdictions within
the United States, is in good standing in all jurisdictions where it is required
to be so qualified, except where the failure to be so qualified could not
reasonably be expected to have a Material Adverse Effect.

        6.02  Corporate Power and Authority.  Each Credit Party has the
              -----------------------------                            
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Credit Documents to which it is a party and has taken all
necessary corporate action to authorize the execution, delivery and performance
of the Credit Documents to which it is a party.  Each Credit Party has duly
executed and delivered each Credit Document to which it is a party and


                                     -35-
<PAGE>
 
each such Credit Document constitutes the legal, valid and binding obligation of
such Credit Party enforceable in accordance with its terms.

        6.03  No Violation.  Neither the execution, delivery and performance by
              ------------                                                     
any Credit Party of the Credit Documents to which it is a party nor compliance
with the terms and provisions thereof, nor the consummation of the transactions
contemplated therein (i) will contravene any applicable provision of any law,
statute, rule, regulation, order, writ, injunction or decree of any court or
governmental instrumentality, (ii) will conflict or be inconsistent with or
result in any breach of any of the terms, covenants, conditions or provi sions
of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any Lien upon any of the property or
assets of any Credit Party pursuant to the terms of any indenture, mortgage,
deed of trust, agreement or other instrument to which any Credit Party is a
party or by which it or any of its property or assets are bound or to which it
may be subject, including, without limitation, any Permitted Existing
Indebtedness Agreements, or (iii) will violate any provision of the Certificate
of Incorporation or By-Laws of any Credit Party.

        6.04  Litigation.  There are no actions, suits or proceedings pending
              ----------                                                     
or, to the best knowledge of the Borrower, threatened with respect to the
Borrower or any of its Subsidiaries (i) that could reasonably be expected to
have a Material Adverse Effect or (ii) that could have a material adverse effect
on the rights or remedies of the Administrative Agent or the Banks or on the
ability of any Credit Party to perform its obligations to them hereunder and
under the other Credit Documents to which it is, or will be, a party.

        6.05  Use of Proceeds.  (a)  The proceeds of Loans shall be utilized (i)
              ---------------                                                   
to effect the Transaction, (ii) to pay fees and expenses arising in connection
with the Transaction and (iii) for general corporate purposes of the Borrower
and its Subsidiaries, including to effect Permitted Acquisitions and Common
Stock Repurchases and to refinance the Senior Notes and any Permitted
Refinancing Debt, in each case in accordance with the terms and provisions of
this Agreement.

        (b)  No part of the proceeds of any Loan will be used to purchase or
carry any Margin Stock or to extend credit for the purpose of purchasing or
carrying any Margin Stock, except proceeds of Loans used in connection with
Common Stock Repurchases to the extent permitted pursuant to the terms of the
Agreement.  No more than 25% of the assets of the Borrower and its Subsidiaries
subject on the Restatement Effective Date to the restrictions set forth in
Section 8.01 and/or 8.02 constitute Margin Stock.  Neither the making of any
Loan hereunder, nor the use of the proceeds thereof (including effecting Common
Stock Repurchases), will violate the provisions of Regulation G, T, U or X of
the Board of Governors of the Federal Reserve System.


                                     -36-
<PAGE>
 
        6.06  Governmental Approvals.  No order, consent, approval, license,
              ----------------------                                        
authorization, or validation of, or filing, recording or registration with
(except as shall have been obtained or made prior to the Restatement Effective
Date or, with respect to any Common Stock Repurchase or Permitted Senior Note
Repurchase, prior to the date of the consummation of such Common Stock
Repurchase or Permitted Senior Note Repurchase, and are in full force and effect
at such time), or exemption by, any foreign or domestic govern mental body or
authority, or any subdivision thereof, is required to authorize or is required
in connection with (i) the execution, delivery and performance of any Credit
Document or (ii) the legality, validity, binding effect or enforceability of any
Credit Document.

        6.07  Investment Company Act.  No Credit Party is an "investment
              ----------------------                                    
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

        6.08  Public Utility Holding Company Act.  No Credit Party is a "holding
              ----------------------------------                                
company," or a "subsidiary company" of a "holding company," or an "affiliate" of
a "hold ing company" or of a "subsidiary company" of a "holding company," within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

        6.09  True and Complete Disclosure.  All factual information (taken as a
              ----------------------------                                      
whole) heretofore or contemporaneously furnished in writing by or on behalf of
the Borrower or any of its Subsidiaries to the Administrative Agent or any Bank
(including, without limitation, all information contained in the Credit
Documents) for purposes of or in connection with this Agreement or any
transaction contemplated herein is, and all other such factual information
(taken as a whole) hereafter furnished in writing by or on behalf of the
Borrower or any of its Subsidiaries to any Bank will be, true and accurate in
all material respects on the date as of which such information is dated or
certified and not incomplete by omitting to state any material fact necessary to
make such information (taken as a whole) not misleading at such time in light of
the circumstances under which such information was provided.  The projections
(including the Projections) and pro forma financial information contained in
                                --- -----                                   
such materials are based on good faith estimates and assumptions believed by the
Borrower to be reasonable at the time made, it being recognized by the Banks
that such projections (including the Projections) as to future events are not to
be viewed as facts and accordingly are not covered by the first sentence of this
Section 6.09, and that actual results during the period or periods covered by
any such projections may differ from the projected results in any material or
other respect.  There is no fact known to the Borrower or any of its
Subsidiaries which has, or could reasonably be expected to have, a Material
Adverse Effect which has not been disclosed herein or in such other documents,
certificates and statements furnished to the Banks for use in connection with
the transactions contemplated hereby.

        6.10  Financial Condition; Financial Statements.  (a)  On and as of the
              -----------------------------------------                        
Restatement Effective Date on a pro forma basis after giving effect to the
                                --- -----                                 
Transaction and


                                     -37-
<PAGE>
 
all Indebtedness incurred, and to be incurred, by each Credit Party in
connection therewith, with respect to each of the Borrower and the Borrower and
its Subsidiaries taken as a whole, (x) the sum of its or their assets, at a fair
valuation, will exceed its or their debts, (y) it or they will not have incurred
nor intended to, nor believes that it or they will, incur debts bey ond its or
their ability to pay such debts as such debts mature and (z) it and they will
have sufficient capital with which to conduct its or their businesses.  For
purposes of this Section 6.10(a), "debt" means any liability on a claim, and
"claim" means (i) right to payment whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, con tingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to
an equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

        (b)  The consolidated balance sheets of the Borrower and its
Subsidiaries at December 31, 1995 and June 30, 1996 and the related consolidated
statements of operations and cash flows of the Borrower and its Subsidiaries for
the fiscal year or six-month period ended as of said dates, which December 31,
1995 financial statements have been audited by Ernst & Young, independent
certified public accountants, copies of which have heretofore been furnished to
each Bank, present fairly in all material respects the consolidated financial
position of the Borrower and its Subsidiaries at the date of said statements and
the consolidated results of their operations and cash flows for the period
covered thereby. All such financial statements have been prepared in accordance
with GAAP in all material respects except to the extent provided in the notes to
said financial statements.

        (c)  Nothing has occurred since December 31, 1995, that has had or could
reasonably be expected to have a Material Adverse Effect.

        (d)  Except as fully reflected in the financial statements described in
Section 6.10(b), there are as of the Restatement Effective Date (and after
giving effect to any Credit Events made on such date), no liabilities or
obligations (excluding current obligations incurred in the ordinary course of
business) with respect to the Borrower or any of its Subsidiaries of any nature
whatsoever (whether absolute, accrued, contingent or otherwise and whether or
not due), and the Borrower does not know of any basis for the assertion against
the Borrower or any of its Subsidiaries of any such liability or obligation,
which has or could be reasonably expected to have a Material Adverse Effect.

        (e)  On and as of the Restatement Effective Date, the financial
projections (the "Projections") set forth in Schedule IV hereto and previously
delivered to the Administrative Agent and the Banks have been prepared on a
basis consistent with the financial statements referred to in Section 6.10(b)
(other than as set forth or presented in such Projections), and there are no
statements or conclusions in any of the Projections which are based upon or
include information known to the Borrower to be misleading in any material
respect or which


                                     -38-
<PAGE>
 
fail to take into account material information regarding the matters reported
therein.  On the Restatement Effective Date, the Borrower believes that the
Projections are reasonable and attainable subject, however, to the
qualifications concerning the Projections noted in the penultimate sentence of
Section 6.09.

        6.11  Tax Returns and Payments.  Each of the Borrower and its
              ------------------------                               
Subsidiaries has filed all federal income tax returns and all other tax returns,
domestic and foreign, required to be filed by it and has paid all taxes and
assessments payable by it which have become due, other than those not yet
delinquent and except for those contested in good faith and for which adequate
reserves have been established in accordance with GAAP.  The Borrower and each
of its Subsidiaries has paid, or has provided adequate reserves (in the good
faith judgment of the management of such Person) for the payment of, all
federal, state and foreign income taxes applicable for all prior fiscal years
and for the current fiscal year to the date hereof.

        6.12  Compliance with ERISA.  (a)  Each Plan (other than any
              ---------------------                                 
multiemployer plan as defined in section 4001(a)(3) of ERISA (a "Multiemployer
Plan")) currently maintained or contributed to by (or to which there is an
obligation to contribute of) any Credit Party or any of its Subsidiaries or any
ERISA Affiliate is in material compliance with ERISA and the Code; no Reportable
Event has occurred with respect to any such Plan; as of December 31, 1995, no
such Plan has an Unfunded Current Liability in excess of $8,000,000 individually
and with respect to all such Plans in the aggregate, in excess of $16,000,000;
no such Plan has an Unfunded Current Liability which either individually or when
added to the aggregate amount of Unfunded Current Liabilities with respect to
all other Plans, has or could be reasonably expected to have a Material Adverse
Effect; no such Plan has an accumulated or waived funding deficiency or
permitted decreases in its funding standard account or has applied for an
extension of any amortization period within the meaning of Section 412 of the
Code; all contributions required to be made with respect to any Plan currently
maintained or contributed to by (or to which there is an obligation to
contribute of) any Credit Party or any of its Subsidiaries or any ERISA
Affiliate and any Foreign Pension Plan have been timely made; neither the
Borrower nor any of its Subsidiaries nor any of their ERISA Affiliates has
incurred any material liability to or on account of a Plan pursuant to Section
409, 502(i), 502(l), 4062, 4063, 4064 or 4069 of ERISA or Section 401(a)(29),
4971 or 4975 of the Code, or expects to incur any liability (including any
indirect, contingent, or secondary liability) under any of the foregoing
Sections with respect to any Plan; no proceedings have been instituted to
terminate or appoint a trustee to administer any such Plan; no condition exists
which presents a material risk to the Borrower or any of its Subsidiaries or any
of their ERISA Affiliates of incurring such a material liability to or on
account of any Plan pursuant to the foregoing provisions of ERISA and the Code;
as of the Restatement Effective Date, no Plan is a Multiemployer Plan; neither
the Borrower nor any of its Subsidiaries nor any ERISA Affiliate has incurred
any liability under Section 515 of ERISA with respect to any Multiemployer Plan;
neither the Borrower nor any of its Subsidi- 


                                     -39-
<PAGE>
 
aries nor any ERISA Affiliate has incurred or expects to incur any material
liability under Sections 4201, 4204 or 4212 of ERISA; to the best knowledge of
the Borrower, any of its Subsidiaries or any ERISA Affiliate, no Multiemployer
Plan is insolvent or in reorganization nor is any Multiemployer Plan reasonably
expected to be in reorganization or terminated; no lien imposed under the Code
or ERISA on the assets of the Borrower or any of its Subsidiaries or any ERISA
Affiliate exists or is likely to arise on account of any Plan; and the Borrower
and its Subsidiaries do not maintain or contribute to any employee welfare
benefit plan (as defined in Section 3(1) of ERISA) which provides benefits to
retired employees or other former employees (other than as required by Section
601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2)
of ERISA) the obligations with respect to which could reasonably be expected to
have a material adverse effect on the ability of the Borrower to perform its
obligations under this Agreement.

        (b)  Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities.  Neither the
Borrower nor any of its Subsidiaries has incurred any material obligation in
connection with the termination of or withdrawal from any Foreign Pension Plan.
The present value of the accrued benefit liabilities (whether or not vested)
under each Foreign Pension Plan, determined as of the end of the Borrower's most
recently ended fiscal year on the basis of actuarial assumptions, each of which
is reasonable, did not exceed the current value of the assets of such Foreign
Pension Plan allocable to such benefit liabilities.

        6.13  Subsidiaries.  Schedule V hereto lists each Subsidiary of the
              ------------                                                 
Borrower, and the direct and indirect ownership interest of the Borrower
therein, in each case as of the Original Effective Date.  As of the Original
Effective Date, the corporations listed on Schedule V were the only Subsidiaries
of the Borrower.

        6.14  Patents, etc.  The Borrower and each of its Subsidiaries owns or
              -------------                                                   
holds a valid license to use all material patents, trademarks, servicemarks,
trade names, copyrights, licenses, technology, know-how and formulas and other
rights that are necessary for the operation of their respective businesses as
presently conducted.

        6.15  Compliance with Statutes; Environmental Matters, etc.  (a)  Each
              -----------------------------------------------------           
Credit Party is in compliance, in all material respects, with all applicable
material statutes, regulations and orders of, and all applicable material
restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of the conduct of its business and the ownership of its property
(including applicable Environmental Laws).

        (b)  No Credit Party is liable for any material penalties, fines or
forfeitures for failure to comply with any of the foregoing referenced in clause
(a) above.  All material


                                     -40-
<PAGE>
 
licenses, permits, registrations or approvals required for the business of any
Credit Party, as conducted as of the Restatement Effective Date, under any
Environmental Law have been secured or have been timely applied for and each
Credit Party is in substantial compliance therewith.  No Credit Party is in any
material respect in noncompliance with, breach of or default under any
applicable writ, order, judgment, injunction, or decree to which such Credit
Party is a party or which would affect the ability of such Credit Party to
operate any Real Property and no event has occurred and is continuing which,
with the passage of time or the giving of notice or both, would constitute a
material noncompliance, breach of or default thereunder.  As of the Restatement
Effective Date, there are no material Environ mental Claims pending or, to the
best knowledge after due inquiry of the Borrower, threa tened, against the
Borrower or any of its Subsidiaries or any Real Property owned or operated at
any time by the Borrower or any of its Subsidiaries.  There are no facts, circum
stances, conditions or occurrences on any such Real Property or, to the best
knowledge after due inquiry of the Borrower, on any property adjacent to any
such Real Property that could reasonably be expected (i) to form the basis of a
material Environmental Claim against the Borrower or any of its Subsidiaries or
any such Real Property, or (ii) to cause such Real Property to be subject to any
restrictions on the ownership, occupancy, use or transferability of such Real
Property under any Environmental Law.

        (c)  Hazardous Materials have not at any time been (i) generated, used,
treated or stored on, or transported to or from, any Real Property owned or
operated by the Borrower or any of its Subsidiaries except for quantities used
or stored at any such Real Properties in material compliance with all applicable
Environmental Laws and required in connection with the normal operation, use and
maintenance of such Real Property ("Permitted Materials") or (ii) Released on
any such Real Property where such occurrence or event could  reasonably be
expected to give rise to a material Environmental Claim or to violate any
Environmental Law.  There are not now and never have been any underground
storage tanks located on any Real Property owned or operated by the Borrower or
any of its Subsidiaries which are not in compliance with all Environmental Laws.

        6.16  Properties.  Each Credit Party has good and legal title to all
              ----------                                                    
properties owned by it and valid and subsisting leasehold interests in all
properties leased by it, in each case, including all property reflected in the
financial statements referred to in Section 6.10(b) (except as sold or otherwise
disposed of since the date of the June 30, 1996 financial state ments in the
ordinary course of business or as otherwise permitted by this Agreement) free
and clear of all Liens, other than Liens permitted by Section 8.02.  Schedule II
contains a true and complete list of each Real Property owned and each Real
Property leased by the Borrower and its Subsidiaries on the Original Effective
Date and the type of interest therein held by such Person.

        6.17  Labor Relations; Collective Bargaining Agreements.  (a)  Set forth
              -------------------------------------------------                 
on Schedule VI hereto is a list and description (including dates of termination)
of all Collective


                                     -41-
<PAGE>
 
Bargaining Agreements between or applicable to any Credit Party and any union,
labor organization or other bargaining agent in respect of the employees of any
Credit Party on the Original Effective Date.

        (b)  No Credit Party is engaged in any unfair labor practice that is
reasonably likely to have a Material Adverse Effect.  There is (i) no unfair
labor practice complaint pending against any Credit Party or, to the best
knowledge of any Credit Party, threatened against it, before the National Labor
Relations Board, and no grievance proceeding or arbitration proceeding arising
out of or under any Collective Bargaining Agreement is now pending against any
Credit Party or, to the best knowledge of any Credit Party, threatened against
it, (ii) no strike, labor dispute, slowdown or stoppage is pending against any
Credit Party or, to the best knowledge of any Credit Party, threatened against
it and (iii) to the best knowledge of each Credit Party, no union representation
question exists with respect to the employees of such Credit Party, except (with
respect to any matter specified in clause (i), (ii) or (iii) above, either
individually or in the aggregate) such as could not reasonably be likely to have
a Material Adverse Effect.

        6.18  Indebtedness.  Schedule VII sets forth a true and complete list of
              ------------                                                      
(x) all Indebtedness (other than the Original Loans) of the Borrower and each of
its Subsidiaries out standing as of June 30, 1996 and which is to remain
outstanding after the Restatement Effective Date and after giving effect to the
Transaction and (y) all agreements existing on June 30, 1996 and which are to
remain outstanding after the Restatement Effective Date and after giving effect
to the Transaction pursuant to which the Borrower or any of its Subsidiaries is
entitled to incur Indebtedness (whether or not any condition to such incurrence
could be met) (collectively, as in effect and outstanding on June 30, 1996 and
without giving effect to any extension, renewal or refinancing thereof, the
"Permitted Existing Indebtedness"), in each case showing the aggregate principal
amount thereof as of June 30, 1996 and the name of the respective borrower and
any other entity which directly or indirectly guaranteed such debt.

        6.19  Restrictions on Subsidiaries.  There are no restrictions on the
              ----------------------------                                   
Borrower or any of its Subsidiaries which prohibit or otherwise restrict (i) the
transfer of cash or other assets (x) between the Borrower and any of its
Subsidiaries or (y) between any Subsidiaries of the Borrower or (ii) the ability
of any Credit Party or any of its Subsidiaries to grant security interests to
the Banks in their respective assets, other than prohibitions or restrictions
existing under or by reason of (a) this Agreement or the other Credit Documents,
(b) applicable law, (c) customary non-assignment provisions entered into in the
ordinary course of business and consistent with past practices, (d) purchase
money obligations for property acquired in the ordinary course of business, so
long as such obligations are permitted under this Agreement, (e) Liens permitted
under Section 8.02 and any documents or instruments governing the terms of any
Indebtedness or other obligations secured by any such Liens, provided that such
                                                             --------          
prohibitions or restrictions apply only to the assets subject to such Liens or
(f) the documents or instruments governing the terms of any Permitted Foreign
Subsidiary

                                     -42-
<PAGE>
 
WC Debt permitted to be incurred pursuant to Section 8.03(h) or Permitted AMETEK
Italia Debt permitted to be incurred pursuant to Section 8.03(p) to the extent
restricting dividends or other cash distributions by a Foreign Subsidiary or
AMETEK Italia, as the case may be, to the Borrower or any other Subsidiary of
the Borrower.

        6.20  Transaction.  At the time of consummation of each element of the
              -----------                                                     
Transaction, such element shall have been consummated in accordance with the
terms of the respective Credit Documents and all applicable laws.  At the time
of consummation of each element of the Transaction, all consents and approvals
of, and filings and registrations with, and all other actions in respect of, all
governmental agencies, authorities or instrumentalities and other third parties
required in order to make or consummate such element of the Transaction shall
have been obtained, given, filed or taken and are or will be in full force and
effect (or effective judicial relief with respect thereto shall have been
obtained).

        6.21  Insurance.  Set forth on Schedule III hereto is a true and correct
              ---------                                                         
summary of all property, casualty and liability insurance carried by the
Borrower and its Subsidiaries on and as of the Original Effective Date.

        6.22  Senior Notes.  This Agreement constitutes the "Credit Agreement"
              ------------                                                
as defined in, and for all purposes of, the Senior Note Documents.

        6.23  Interest Rate Protection Agreements.  Set forth on the Schedule X
              -----------------------------------                              
hereto is a true, correct and complete summary of all Interest Rate Protection
Agreements to which the Borrower or any of its Subsidiaries was a party on and
as of the Original Effective Date (such Interest Rate Protection Agreements, the
"Existing Interest Rate Protection Agreements").

        SECTION 7.  Affirmative Covenants.  The Borrower hereto covenants and
                    ---------------------                                    
agrees that on the Restatement Effective Date and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated, no Letters of
Credit are outstanding and the Loans, Unpaid Drawings together with interest,
Fees and all other Obligations incurred hereunder are paid in full:

        7.01  Information Covenants.  The Borrower will furnish to each Bank:
              ---------------------                                          

        (a)  Annual Financial Statements.  As soon as available and in any event
             ---------------------------                                        
     within 105 days after the close of each fiscal year of the Borrower, the
     consolidated balance sheet of the Borrower and its Subsidiaries as at the
     end of such fiscal year and the related consolidated statements of income
     and cash flows for such fiscal year, together with a summary of sales and
     profits by operating units prepared consistently with past practices and
     procedures and in form reasonably satisfactory to the Administrative Agent
     for such fiscal year, setting forth for such fiscal year, in


                                     -43-
<PAGE>
 
     comparative form, (x) for each of such consolidated financial statements
     and such summary the corresponding figures for the preceding fiscal year,
     and (y) for such consolidated financial statements the corresponding
     figures for such fiscal year as set forth in the respective budget
     delivered pursuant to Section 7.01(c); all of which shall be (I) in the
     case of such consolidated financial statements and such summary, certified
     by the Chief Financial Officer of the Borrower to the effect that such
     statements and summary fairly present in all material respects the
     financial condition of the Borrower and its Subsidiaries, or such operating
     units, as the case may be, as of the dates indicated and the results of
     their operations and changes in their cash flows for the periods indicated,
     and (II) in the case of such consolidated financial statements, audited by
     Ernst & Young (or other independent certified public accountants of
     recognized national standing acceptable to the Required Banks) whose
     opinion shall not be qualified as to the scope of audit or as to the status
     of the Borrower together with its Subsidiaries as a going concern, together
     with a certificate of the accounting firm referred to above stating that in
     the course of its regular audit of the business of the Borrower and its
     Subsidiaries, which audit was conducted in accordance with generally
     accepted auditing standards, such accounting firm has obtained no knowledge
     of any Default or Event of Default (insofar as they relate to accounting or
     financial matters) which has occurred and is continuing or, if in the
     opinion of such accounting firm such a Default or Event of Default has
     occurred and is continuing, a statement as to the nature thereof.

        (b)  Quarterly Financial Statements. As soon as available and in any
             ------------------------------
     event within 60 days after the close of each of the first three quarterly
     accounting periods in each fiscal year of the Borrower, the consolidated
     balance sheet of the Borrower and its Subsidiaries, as at the end of such
     quarterly period and the related consolidated statements of income and
     cash flows for such quarterly period and for the elapsed portion of the
     fiscal year ended with the last day of such quarterly period, together
     with a summary of sales and profits by operating units prepared
     consistently with past practices and procedures and in form reasonably
     satisfactory to the Administrative Agent for such quarterly period and for
     the elapsed portion of the fiscal year ended with the last day of such
     quarterly period, and setting forth, in comparative form, (x) for each of
     such consolidated financial statements and such summary, the corresponding
     figures for the related periods in the prior fiscal year and (y) for such
     consolidated financial statements, the corresponding figures for such
     quarterly accounting period as set forth in the respective budget
     delivered pursuant to Section 7.01(c) as updated to such quarterly period;
     all of which shall be in reasonable detail and certified by the Chief
     Financial Officer or other Senior Financial Officer of the Borrower to the
     effect that they fairly present in all material respects the financial
     condition of the Borrower and its Subsidiaries as of the dates indicated
     and the results of their operations and changes in their cash flows for
     the


                                     -44-
<PAGE>
 
     periods indicated, subject to changes resulting from audit and normal year-
     end audit adjustments.

        (c)  Budgets; etc. (i) As soon as available but in no event later than
             ------------
     50 days after the commencement of each fiscal year of the Borrower, a
     budget in form reasonably satisfactory to the Administrative Agent
     (including budgeted statements of income and sources and uses of cash and
     balance sheets) prepared by the Borrower, for each of the twelve months of
     such fiscal year, in reasonable detail and setting forth, with appropriate
     discussion, the principal assumptions upon which such budgets are based and
     a statement by the Chief Financial Officer or other Senior Financial
     Officer of the Borrower to the effect that, to the best of such officer's
     knowledge, the budget is a reasonable estimate for the period covered
     thereby and (ii) as soon as available but in no event later than 50 days
     after the commencement of each of the last three quarterly accounting
     periods in each fiscal year of the Borrower, an update of the respective
     budget delivered for such fiscal year pursuant to clause (c)(i) in a form
     relating to such annual budget and reasonably satisfactory to the
     Administrative Agent, prepared by the Borrower in reasonable detail and
     certified by the Chief Financial Officer or other Senior Financial Officer
     of the Borrower.

        (d)  Officer's Certificates. At the time of the delivery of the
             ----------------------
     financial statements provided for in Section 7.01(a) and (b), a certificate
     of the Borrower signed by its Chief Financial Officer or, in the case of
     any certificate delivered with financial statements delivered pursuant to
     Section 7.01(b), any other Senior Financial Officer, to the effect that no
     Default or Event of Default exists or, if any Default or Event of Default
     does exist, specifying the nature and extent thereof, which certificate
     shall set forth the calculations required to establish whether the Borrower
     and its Subsidiaries were in compliance with the provisions of Sections
     8.01 through 8.06, inclusive and Sections 8.09 through 8.11, inclusive, as
     at the end of such fiscal quarter or year, as the case may be.

        (e)  Notice of Default or Litigation. Promptly, and in any event within
             -------------------------------
     five Business Days after an Authorized Officer of the Borrower obtains
     knowledge thereof, notice of (x) the occurrence of any event which
     constitutes a Default or Event of Default, which notice shall specify the
     nature thereof, the period of exis tence thereof and what action the
     Borrower or its respective Subsidiary proposes to take with respect thereto
     and (y) the commencement of, or threat of, or any significant development
     in any litigation or governmental proceeding pending against the Borrower
     or any of its Subsidiaries which could reasonably be expected to have a
     Material Adverse Effect or a material adverse effect on the ability of any
     Credit Party to perform its obligations hereunder or under any other Credit
     Document.

                                     -45-
<PAGE>
 
        (f)  Auditors' Reports.  Promptly upon receipt thereof, a copy of any
             -----------------                                               
     letter submitted to any Credit Party or any Material Subsidiary of the
     Borrower by its independent accountants with respect to any material
     weakness as to internal control noted by such independent accountants in
     connection with any audit made by them of the books of such Credit Party or
     such Material Subsidiary.

        (g)  Environmental Matters.  Promptly upon, and in any event within 15
             ---------------------                                            
     Business Days after, an Authorized Officer or any environmental compliance
     officer of the Borrower obtains knowledge thereof, notice of any of the
     following matters:

              (i)    any pending or threatened Environmental Claim 
        against the Borrower or any of its Subsidiaries or any Real 
        Property owned or operated at any time by the Borrower or 
        any of its Subsidiaries that is or could reasonably be 
        expected to result in a liability in excess of $1,000,000;

              (ii)   any condition or occurrence on or arising from 
        any Real Property owned or operated at any time by the Borrower 
        or any of its Subsidiaries that (a) results in noncompliance by 
        the Borrower or such Subsidiary with any applicable Environmental 
        Law, or (b) could reasonably be anticipated to form the basis 
        of an Environmental Claim against the Borrower or such Subsidiary 
        or any such Real Property that is or could reasonably be expected 
        to result in a liability in excess of $1,000,000;

              (iii)  any condition or occurrence on any Real Property 
        owned or operated at any time by the Borrower or any of its 
        Subsidiaries that could reasonably be anticipated to cause 
        such Real Property to be subject to any restrictions on the 
        ownership, occupancy, use or transferability by the Borrower 
        or any of its Subsidiaries of such Real Property under any 
        Environmental Law; and

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

     All such notices shall describe in reasonable detail the nature of the
     claim, investiga tion, condition, occurrence or removal or remedial action
     and the response thereto of the Borrower or such Subsidiary. In addition,
     the Borrower will provide the Banks with copies of all material written
     communications between the Borrower or any of its Subsidiaries and any
     government or governmental agency relating to

                                     -46-
<PAGE>
 
     Environmental Laws, all communications between the Borrower or any of its
     Subsi diaries and any Person relating to Environmental Claims, and such
     detailed reports of any Environmental Claim, in each case as may reasonably
     be requested in writing from time to time by the Administrative Agent or
     the Required Banks.

        (h)  Other Information. (i) Promptly upon transmission thereof, copies
             -----------------
     of any filings and registrations with, and reports to, the SEC by any
     Credit Party or any of their respective Subsidiaries, copies of all press
     releases, copies of all financial statements, proxy statements, notices and
     reports that any Credit Party or any of its Subsidiaries shall send to the
     holders (or any trustee, agent or other representative therefor) of the
     Senior Notes or any other Indebtedness of any Credit Party or any of their
     respective Subsidiaries pursuant to the terms governing such Indebtedness
     (in each case, to the extent not theretofore delivered to the Banks
     pursuant to this Agree ment) and copies of all written presentations and
     reports generally sent to analysts by any Credit Party or any of their
     respective Subsidiaries, (ii) promptly and in any event within five
     Business Days following a request from the Administrative Agent or any Bank
     for same, a copy of the annual and quarterly statements furnished to the
     Borrower with respect to its Permitted Existing Investments listed as Items
     1 and 2 on Schedule IX hereto, and (iii) with reasonable promptness, such
     other information or documents (financial or otherwise) as the
     Administrative Agent on its own behalf or on behalf of the Required Banks
     may reasonably request from time to time.

        7.02  Books, Records and Inspections.  The Borrower will, and will cause
              ------------------------------                                    
each of its Subsidiaries to, keep proper books of record and account in which
full, true and correct entries in conformity with GAAP (or, in the case of any
Foreign Subsidiary, in accordance with local accounting standards) and all
requirements of law shall be 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, upon notice to the Chief Financial Officer or any other
Authorized Officer of the Borrower, officers and designated representatives of
the Administrative Agent, any Co-Agent or any Bank to visit and inspect any of
the properties or assets of the Borrower and any of its Subsidiaries in
whomsoever's possession, and to examine the books of account and other financial
and operating records (including, without limitation, any "letters of material
weakness" submitted by independent accountants) of the Borrower and any of its
Subsidiaries and discuss the affairs, finances and accounts of the Borrower and
any of its Subsidiaries with, and be advised as to the same by, the officers and
independent accountants of the Borrower or such Subsidiary, all at such
reasonable times and intervals and to such reasonable extent as the
Administrative Agent, any Co-Agent or any Bank may request.

        7.03  Payment of Taxes.  The Borrower will, and will cause each of its
              ----------------                                                
Subsidiaries to, pay and discharge all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits, or upon any
properties belonging to it, prior


                                     -47-
<PAGE>
 
to the date on which penalties attach thereto, and all lawful claims which, if
unpaid, might become a Lien not otherwise permitted under Section 8.02(a) or
charge upon any properties of the Borrower or any of its Subsidiaries, provided
                                                                       --------
that neither the Borrower nor any of its Subsidiaries shall be required to pay
any such tax, assessment, charge, levy or claim which is being contested in good
faith and by proper proceedings if it has maintained adequate re serves (in the
good faith judgment of the management of such Person) with respect thereto in
accordance with GAAP.

        7.04  Corporate Franchises.  The Borrower will, and will cause each of
              --------------------                                            
its Subsidiaries to, do or cause to be done, all things necessary to preserve
and keep in full force and effect its existence, rights, franchises,
intellectual property and authority to do business, provided that any
                                                    --------         
transaction permitted by Section 8.01 will not constitute a breach of this
Section 7.04.

        7.05  Compliance with Statutes, Environmental Laws, etc.  (a)  The
              --------------------------------------------------          
Borrower will, and will cause each of its Subsidiaries to, comply, in all
material respects, with all applicable material statutes, regulations and orders
of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including applicable Environmental Laws).  The Borrower will
promptly pay or cause to be paid all costs and expenses incurred in such
compliance, and will keep or cause to be kept all such Real Property free and
clear of any Liens imposed pursuant to any Environmental Laws.  Neither the
Borrower nor any of its Subsidiaries will generate, use, treat, store, Release
or dispose of, or permit the generation, use, treatment, storage, Re lease or
disposal of Hazardous Materials on any Real Property now or hereafter owned by
the Borrower or any of its Subsidiaries, or transport or permit the
transportation of Hazardous Materials to or from any such Real Property, except
for Permitted Materials.  If required to do so under any applicable
Environmental Law, each Credit Party agrees to undertake, and agrees to cause
each of its Subsidiaries to undertake, any cleanup, removal, remedial or other
action necessary to remove and clean up any Hazardous Materials from any Real
Property in accordance with the requirements of all applicable Environmental
Laws and in accordance with orders and directives of all governmental
authorities; provided that no Credit Party nor any of its Subsidiaries shall be
             --------                                                          
required to take any such action where same is being contested by appropriate
legal proceedings in good faith by such Credit Party or such Subsidiary.

        (b)  At the request of the Administrative Agent or the Required Banks,
at any time and from time to time (i) after an Event of Default has occurred and
is continuing, (ii) after the Banks receive notice under Section 7.01(g) of any
event for which notice is required to be delivered for any such Real Property,
(iii) after the acquisition of any Real Property by the Borrower or any of its
Subsidiaries subsequent to the Restatement Effective Date or (iv) if required by
law, the Borrower will provide, at the Borrower's sole cost and expense, an
environmental site assessment report concerning any Real Property owned,
operated or leased


                                     -48-
<PAGE>
 
by the Borrower or any of its Subsidiaries, prepared by an environmental
consulting firm approved by the Administrative Agent, indicating the presence or
absence of any actual or threatened noncompliance with Environmental Laws and
permits required thereunder or pres ence or absence of any Release of Hazardous
Materials and the potential cost of any removal or remedial action in connection
with any Hazardous Materials on such Real Property.  If the Borrower fails to
provide the same within 60 days after any such request therefor made by the
Administrative Agent or the Required Banks, the Administrative Agent may order
the same, and the Borrower shall grant and hereby grants to the Administrative
Agent, the Co-Agents and the Banks and their agents access to such Real Property
at all reasonable times and specifically grants the Administrative Agent, the
Co-Agents and the Banks an irrevocable nonexclusive license, subject to the
rights of tenants, to undertake such an assessment all at the Borrower's sole
expense.

        7.06  ERISA.  As soon as possible and, in any event, within 10 days
              -----                                                        
after any Credit Party or any of its Subsidiaries or any ERISA Affiliate knows
or has reason to know of the occurrence of any of the following, the Borrower
will deliver to each of the Banks a certificate of the Borrower signed by its
Chief Financial Officer or another Senior Financial Officer setting forth
details as to such occurrence and the action, if any, which such Credit Party,
such Subsidiary or such ERISA Affiliate is required or proposes to take,
together with any notices required or proposed to be given to or filed with or
by such Credit Party, such Subsidiary, such ERISA Affiliate, the PBGC, a Plan
participant or the Plan administrator with respect thereto: that a Reportable
Event has occurred; that an accumulated funding deficiency has been incurred or
an application may be or has been made to the Secretary of the Treasury for a
waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code with respect to a Plan; that a contribution required to be made
to a Plan or Foreign Pension Plan has not been timely made; that a Plan has been
or may be terminated, reorganized, partitioned or declared insolvent under Title
IV of ERISA; that a lien has arisen on the assets of a Credit Party or any of
its Subsidiaries or any ERISA Affiliate under ERISA or the Code with respect to
a Plan; that proceedings may be or have been instituted to terminate or appoint
a trustee to administer a Plan; that a proceeding has been instituted pur suant
to Section 515 of ERISA to collect a delinquent contribution to a Plan; that any
Credit Party, any of its Subsidiaries or any ERISA Affiliate will or may incur
any liability (including any indirect, contingent or secondary liability) to or
on account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under
Section 401(a)(29), 4971 or 4975 of the Code or Section 409 or 502(i) or 502(l)
of ERISA; or that any Credit Party or any of its Subsidiaries may incur any
liability pursuant to any employee welfare benefit plan (as defined in Section
3(1) of ERISA) that provides benefits to retired employees or other former
employees (other than as required by Section 601 or ERISA) or any employee
pension benefit plan (as defined in Section 3(2) of ERISA) which liability could
reasonably be expected to have a material adverse effect on the ability of the
Borrower to perform its obligations under this Agreement.


                                     -49-
<PAGE>
 
At the request of any Bank, the Borrower will deliver to such Bank a complete
copy of the Internal Revenue Service Annual Report (Form 5500) of each Plan
(other than a Multiemployer Plan) required to be filed with the Internal Revenue
Service.  In addition to any certificates or notices delivered to the Banks
pursuant to the first sentence hereof, copies of any notices received by any
Credit Party or any of its Subsidiaries or any ERISA Affiliate with respect to
any Plan or Foreign Pension Plan which notice threatens, refers to or pertains
to any material liability or any potential material liability of any such party,
shall be delivered to the Banks no later than 10 days after the date such notice
has been received by such Credit Party or such Subsidiary or such ERISA
Affiliate, as applicable.

        7.07  Good Repair.  The Borrower will, and will cause each of its
              -----------                                                
Subsidiaries to, ensure that its properties and equipment used or useful in its
business in whomsoever's possession they may be, are kept in good repair,
working order and condition, normal wear and tear excepted and that from time to
time there are made to such properties and equipment all needful and proper
repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto, to the extent and in the manner customary for com panies
in similar businesses.

        7.08  End of Fiscal Years; Fiscal Quarters.  The Borrower will, for
              ------------------------------------                         
financial reporting purposes, cause (i) each of its fiscal years to end on
December 31 of each year and (ii) each of its fiscal quarters to end on March
31, June 30, September 30 and December 31 of each year.

        7.09  Maintenance of Property; Insurance.  The Borrower will, and will
              ----------------------------------                              
cause each of its Subsidiaries to, at all times maintain in full force and
effect insurance in such amounts, covering such risks and liabilities and with
such deductibles or self-insured retentions as are in accordance with normal
industry practice and all applicable laws.  At any time that insurance at the
levels described in Schedule III is not being maintained by the Borrower and its
Subsidiaries, the Borrower will notify the Administrative Agent in writing
thereof and, if thereafter notified by the Administrative Agent to do so, the
Borrower will obtain insurance at such levels at least equal to those set forth
in Schedule III to the extent then generally available or otherwise as are
acceptable to the Administrative Agent.  The Borrower will furnish on the
Original Effective Date and annually thereafter to the Administrative Agent a
summary of the insurance carried in respect of the Borrower and its Subsidiaries
and their assets together with certificates of insurance and other evidence of
such insurance, if any, naming the Administrative Agent as loss payee, as its
interests may appear in respect of any casualty loss policies and naming the
Administrative Agent, each Co-Agent and each of the Creditors as an additional
insured with respect to any liability policy and stating that such insurance
shall not be cancelled or materially revised without at least 30 days' prior
written notice by the insurer to the Administrative Agent.

                                     -50-
<PAGE>
 
        7.10  Performance of Obligations.  The Borrower will, and will cause
              --------------------------                                    
each of its Subsidiaries to, perform all of its obligations under the terms of
each mortgage, indenture, security agreement and other debt instrument by which
it is bound, except such non-performance as could not individually or in the
aggregate reasonably be expected to have a Material Adverse Effect.

        7.11  Use of Proceeds.  All proceeds of the Loans shall be used as
              ---------------                                             
provided in Section 6.05.

        7.12  Ownership of Subsidiaries.  The Borrower will, at all times,
              -------------------------                                   
maintain, directly or indirectly, ownership of 100% of the capital stock of its
Subsidiaries, except (i) to the extent 100% of the capital stock of any such
Subsidiary is sold, transferred or disposed of in a transaction permitted by
Section 8.01; (ii) any Subsidiary constituting a Permitted Joint Venture; and
(iii) for directors qualifying shares.

        7.13  Foreign Subsidiaries Guaranty.  If following a change in the
              -----------------------------                               
relevant sections of the Code, the regulations and rules promulgated thereunder
and any rulings issued thereunder and at the reasonable request of the
Administrative Agent or the Required Banks, counsel for the Borrower acceptable
to the Administrative Agent and the Required Banks does not within 30 days after
such request deliver a written opinion, in form and substance satisfactory to
the Administrative Agent and the Required Banks, with respect to any Foreign
Subsidiary that the entering into by such Foreign Subsidiary of a guaranty in
substantially the form of the Subsidiary Guaranty would cause the earnings of
such Foreign Subsidiary to be treated as a deemed dividend to such Foreign
Subsidiary's United States parent, then in the case of a failure to deliver the
opinion described above, such Foreign Subsidiary shall execute and deliver a
guaranty (each, a "Foreign Subsidiary Guaranty" and, collectively, the "Foreign
Subsidiary Guarantees") of the Obligations of the Borrower under the Credit
Documents and the obligations of the Borrower under any Interest Rate Protection
Agreements with a Bank or an affiliate of a Bank, with such Foreign Subsidiary
Guaranty to be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Banks.

        7.14  Senior Notes Change of Control.  Upon the occurrence of any Change
              ------------------------------                                    
of Control, if an offer to repurchase the Senior Notes is required to be made as
a result of such Change of Control, the Borrower will take all actions,
including the giving of notices required thereunder and the setting of the date
for the repurchases of Senior Notes, as is within its power to insure that the
date for payment of the purchase price for all Senior Notes that must be
repurchased as a result of such Change of Control is no earlier than the date on
which the Loans hereunder become due and payable as a result of such Change of
Control.

        SECTION 8.  Negative Covenants.  The Borrower hereby covenants and
                    ------------------                                    
agrees that on the Restatement Effective Date and thereafter for so long as this
Agreement

                                     -51-
<PAGE>
 
is in effect and until the Commitments have terminated, no Letters of Credit are
outstanding and the Loans, Unpaid Drawings, together with interest, Fees and all
other Obligations incurred hereunder, are paid in full:

        8.01  Consolidation, Merger, Sale or Purchase of Assets, etc.  The
              -------------------------------------------------------     
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs, or enter into any transaction of merger or
consolidation, sell or otherwise dispose of all, substantially all or any part
of its property or assets (other than inventory in the ordinary course of
business), or enter into any partnerships, joint ventures or sale-leaseback
transactions, or purchase, lease or otherwise acquire (in one transaction or a
series of related transactions) all or any part of the property or assets of any
Person (other than purchases or other acquisitions of inventory in the ordinary
course of business) or agree to do any of the foregoing at any future time,
except that the following shall be permitted:

        (a)  so long as no Default or Event of Default then exists or would
     result therefrom, Capital Expenditures may be made by the Borrower and its
     Subsidiaries in the ordinary course of their respective businesses;

        (b)  advances, investments and loans (including Joint Venture
     Investments in Permitted Joint Ventures) may be made to the extent
     permitted pursuant to Section 8.05;

        (c)  Dividends may be paid to the extent permitted by Section 8.06;

        (d)  the Borrower and its Subsidiaries may lease (as lessee) real or
     personal property in the ordinary course of business and otherwise in
     compliance with this Agreement so long as such lease does not create
     Capitalized Lease Obligations except as otherwise permitted by Section
     8.03(b);

        (e)  each of the Borrower and its Subsidiaries may, in the ordinary
     course of business and consistent with past practices, sell, lease (as
     lessor) or otherwise dispose of any of its equipment to the extent that (x)
     any such sale, lease or disposition shall be in an amount at least equal to
     the fair market value thereof (as determined in good faith by senior
     management of the Borrower), (y) any such sale shall be solely for cash or
     for cash, promissory notes and/or contingent payment obligations of, and/or
     equity interests in, the transferee or issuer, provided that the sum of (A)
                                                    --------
     the aggregate principal amount of promissory notes outstanding at any time
     accepted by the Borrower and/or its Subsidiaries from all such sales,
     leases and dispositions and all sales and dispositions effected pursuant to
     Sections 8.01(f) and (g), plus (B) the aggregate initial value of all such
                               ----
     contingent payment obligations (as determined in good faith by senior
     management of the Borrower) received by the Borrower and/or its
     Subsidiaries from all such sales, leases and dispositions and all sales and

                                     -52-
<PAGE>
 
     dispositions effected pursuant to Sections 8.01(f) and (g), plus (C) the
                                                                 ----
     aggregate initial value of all equity securities (as determined in good
     faith by senior management of the Borrower) received by the Borrower and/or
     any of its Subsidiaries from all such sales, leases and dispositions and
     all sales and dispositions effected pursuant to Sections 8.01(f) and (g),
     shall not at any time exceed 20% of the Consolidated Net Worth of the
     Borrower at such time and (z) the aggregate Net Cash Proceeds of all such
     assets subject to such sales or other dispositions are applied in
     accordance with Section 4.02(A)(b) to the extent so required;

        (f)  the Borrower and its Subsidiaries may sell or otherwise dispose of
     non-strategic lines of their respective businesses (as so determined in
     good faith by senior management of the Borrower) (any such sale permitted
     by this clause (f), a "Permitted Line of Business Sale"), so long as (i) to
     the extent any such Permitted Line of Business Sale is of the capital stock
     of any Subsidiary of the Borrower such Permitted Line of Business Sale must
     be of 100% of such capital stock owned by the Borrower, (ii) any such sale
     shall be solely for cash, or for cash, promissory notes and/or contingent
     payment obligations of, and/or equity interests in, the transferee or
     issuer, provided that the sum of (A) the aggregate initial principal amount
             --------
     of promissory notes accepted by the Borrower and/or its Subsidiaries from
     all such sales and dispositions and all sales, leases and dispositions
     effected pursuant to Sections 8.01(e) and (g) plus (B) the aggregate
                                                   ----
     initial value of all such contingent payment obligations (as determined in
     good faith by senior management of the Borrower) received by the Borrower
     and/or its Subsidiaries from all such sales and dispositions and all sales,
     leases and dispositions effected pursuant to Sections 8.01(e) and (g) plus
                                                                           ----
     (C) the aggregate initial value of all equity securities (as determined in
     good faith by senior management of the Borrower) received by the Borrower
     and/or any of its Subsidiaries from all such sales and dispositions and all
     sales, leases and dispositions effected pursuant to Sections 8.01(e) and
     (g), shall not at any time exceed 20% of the Consolidated Net Worth of the
     Borrower at such time, (iii) the aggregate book value (as determined in
     good faith by senior management of the Bor rower) of all assets subject to
     all Permitted Line of Business Sales pursuant to this clause (f) in any
     fiscal year of the Borrower shall not exceed $40,000,000, (iv) the
     aggregate Net Cash Proceeds of all such assets subject to such Permitted
     Line of Business Sales are applied in accordance with Section 4.02(A)(b) to
     the extent so required, (v) no Default or Event of Default exists (both
     before and after giving effect to such Permitted Line of Business Sale),
     (vi) the Borrower shall have given the Administrative Agent and the Banks
     at least 10 Business Days prior written notice of such Permitted Line of
     Business Sale, (vii) to the extent that the sum of (A) the aggregate book
     value (as determined in good faith by senior management of the Borrower) of
     all of the assets subject to such Permitted Line of Business Sale
     plus (B) the aggregate book value (as determined in good faith by senior
     ----
     management of the Borrower) of all of the assets subject to all other
     Permitted Line of Business Sales


                                     -53-
<PAGE>
 
     consummated in the same fiscal year as such Permitted Line of Business Sale
     exceeds $10,000,000, the Borrower in good faith shall believe, based on
     calculations made by the Borrower on a pro forma basis (the pro forma
                                            --- -----            --- -----
     adjustments made by the Borrower in making the calculations pursuant to
     this clause (vii) shall be subject to the reasonable satisfaction of the
     Administrative Agent and the Required Banks) after giving effect to the
     respective Permitted Line of Business Sale as if such Permitted Line of
     Business Sale had been consummated on the date occurring twelve months
     prior to the last day of the most recently ended fiscal quarter of the
     Borrower, that the covenants contained in Sections 8.09 through 8.11,
     inclusive, of this Agreement would have been met for the one-year period
     ended on the last day of such fiscal quarter, (viii) to the extent that the
     sum of (A) the aggregate book value (as determined in good faith by senior
     management of the Borrower) of all of the assets subject to such Permitted
     Line of Business Sale plus (B) the aggregate book value (as determined in
     good faith by senior management of the Borrower) of all of the assets
     subject to all other Permitted Line of Business Sales consummated in the
     same fiscal year as such Permitted Line of Business Sale exceeds
     $10,000,000, the Borrower in good faith shall believe, based on
     calculations made by the Borrower, on a pro forma basis after giving effect
                                             --- -----
     to the respective Permitted Line of Business Sale, that the covenants
     contained in Sections 8.09 through 8.11, inclusive, will continue to be met
     for the one-year period following the date of the consummation of the
     respective Permitted Line of Business Sale and (ix) the Borrower shall have
     delivered to theAdministrative Agent an officer's certificate executed by a
     Senior Financial Officer of the Borrower, certifying, to the best of his
     knowledge, compliance with the requirements of preceding clauses (i)
     through (viii) and, to the extent that pro forma calculations are required
                                            --- -----
     by the preceding clauses (vii) and (viii), then such certificate shall also
     contain such pro forma calculations (including, without limitation, any
     currency exchange calculations required in connection therewith as a result
     of the incurrence of Competitive Bid Loans or the issuance of Letters of
     Credit, in each case denominated in an Approved Alternate Currency). The
     consummation of each Permitted Line of Business Sale shall be deemed to be
     a representation and warranty by the Borrower that all conditions thereto
     have been satisfied and that same is permitted in accordance with the terms
     of this Agreement, which representation and warranty shall be deemed to be
     a representation and warranty for all purposes hereunder, including,
     without limitation, Sections 5.02 and 9;

        (g)  the Borrower and its Subsidiaries may, in the ordinary course of
     business and consistent with past practices, sell or otherwise dispose of
     any of its Real Property to the extent that (w) any such sale or
     disposition shall be in an amount at least equal to the fair market value
     thereof (as determined in good faith by senior management of the Borrower),
     (x) any such sale shall be solely for cash, or for cash, promissory notes
     and/or contingent payment obligations of, and/or equity interests in, the
     transferee or issuer, provided that the sum of (A) the aggregate initial
                           --------  

                                     -54-
<PAGE>
 
     principal amount of promissory notes accepted by the Borrower and/or its
     Subsidiaries from all such sales and dispositions and all sales, leases and
     dispositions effected pursuant to Sections 8.01(e) and (f) plus (B) the
                                                                ----        
     aggregate initial value of all such contingent payment obligations (as
     determined in good faith by senior management of the Borrower) received by
     the Borrower and/or its Subsidiaries from all such sales and dispositions
     and all sales, leases and dispositions effected pursuant to Sections
     8.01(e) and (f) plus (C) the aggregate initial value of all equity
                     ----
     securities (as determined in good faith by senior management of the
     Borrower) received by the Borrower and/or any of its Subsidiaries from all
     such sales and dispositions and all sales, leases and dispositions effected
     pursuant to Sections 8.01(e) and (f), shall not at any time exceed 20% of
     the Consolidated Net Worth of the Borrower at such time, (y) the fair
     market value of (A) any parcel of Real Property subject to a sale pursuant
     to this clause (g) (as determined in good faith by senior management of the
     Borrower) shall not exceed $5,000,000 per sale, and (B) all Real Property
     subject to sales pursuant to this clause (g) (as determined in good faith
     by senior management of the Borrower) shall not exceed $25,000,000 in the
     aggregate for all such sales, and (z) the aggregate Net Cash Proceeds of
     all such Real Property subject to such sales or other dispositions are
     applied in accordance with Section 4.02(A)(b) to the extent so required;

         (h) the Borrower and its Subsidiaries may acquire Reinvestment Assets
     with the proceeds from any Reinvestment Event which are not required to be
     applied to repay Loans pursuant to Section 4.02(A)(b), (d) or (e);

         (i) the Borrower and its Subsidiaries may acquire (other than on a
     hostile basis) assets constituting all or substantially all of a business,
     business unit, division or product line of any Person not already a
     Subsidiary of the Borrower or capital stock of any such Person (including
     any such acquisition by way of merger or consolidation) (any such
     acquisition permitted by this clause (i), a "Permitted Acquisition"), so
     long as in the case of any such Permitted Acquisition (i) the only
     consideration paid by the Borrower and its Subsidiaries in respect of such
     Permitted Acquisition consists of cash, Common Stock permitted to be issued
     under Section 8.13, Indebtedness secured by Liens permitted by Section
     8.02(g), to the extent permitted by Section 8.03(b), unsecured Indebtedness
     permitted under Section 8.03(p) or 8.03(q) and/or Permitted Earn-Out Debt
     to the extent permitted by Section 8.03(n), (ii) no Default or Event of
     Default then exists (both before and after giving effect to such Permitted
     Acquisition), (iii) all representations and warranties contained herein and
     in the other Credit Documents shall be true and correct in all material
     respects with the same effect as though such representations and warranties
     had been made on and as of the date of such Permitted Acquisition (both
     before and after giving effect thereto), unless stated to relate to a
     specific earlier date, in which case such representations and warranties
     shall be true and correct in all material

                                     -55-
<PAGE>
 
     respects as of such earlier date, (iv) such assets are to be employed in,
     and/or such Person was at the time of such acquisition engaged in, the
     businesses permitted pursuant to Section 8.08, (v) to the extent that such
     Permitted Acquisition is of the capital stock of another Person such
     Permitted Acquisition must be of 100% of such capital stock (except for
     directors qualifying shares) and all of the provisions of Section 8.04 to
     the extent applicable shall have been complied with in respect of such
     Permitted Acquisition, (vi) the Borrower or such Subsidiary is the
     surviving corporation of any Permitted Acquisition structured as a merger
     or consolidation, (vii) after giving effect to any Permitted Acquisition,
     the aggregate amount paid (including for this purpose all cash
     consideration paid, the face amount of all Indebtedness incurred in
     connection with such Permitted Acquisition and all cash paid in respect of
     any Permitted Earn-Out Debt incurred in connection with such Permitted
     Acquisition but excluding the fair market value of any Common Stock, if
     any, issued as consideration in connection with such Permitted
     Acquisition), in connection with such Permitted Acquisition (the "Permitted
     Acquisition Amount") when added to the sum of (A) the aggregate amount paid
     (including for this purpose all cash consideration paid and the face amount
     of all Indebtedness incurred in connection with each such Permitted
     Acquisition but excluding the fair market value of any Common Stock, if
     any, issued as consideration in connection with each such Permitted
     Acquisition) in connection with all other Permitted Acquisitions consum
     mated in the fiscal year of the Borrower in which such proposed Permitted
     Acquisition is to be consummated plus (B) the aggregate amount of cash paid
                                      ----
     in the fiscal year of the Borrower in which such proposed Permitted
     Acquisition is to be consummated, in respect of all Permitted Earn-Out Debt
     incurred at any time in connection with all other Permitted Acquisitions
     (such sum, the "Annual Aggregate Permitted Acquisition Amount"), shall not
     exceed $40,000,000, and (viii) with respect to each Permitted Acquisition,
     (A) the Borrower shall have given the Administrative Agent and the Banks at
     least 10 Business Days prior written notice of such Permitted Acquisition,
     (B) the Borrower in good faith shall believe, based on calculations made by
     the Borrower on a pro forma basis (the pro forma adjustments made by the
                       --- -----            --- -----
     Borrower in making the calculations pursuant to this clause (viii)(B) shall
     be subject to the reasonable satisfaction of the Administrative Agent and
     the Required Banks) after giving effect to the respective Permitted
     Acquisition as if such Permitted Acquisition had been consummated on the
     date occurring twelve months prior to the last day of the most recently
     ended fiscal quarter of the Borrower, that the covenants contained in
     Sections 8.09 through 8.11, inclusive, of this Agreement would have been
     met for the one-year period ended on the last day of such fiscal quarter,
     (C) the Borrower in good faith shall believe, based on calculations made by
     the Borrower, on a pro forma basis after giving effect to the respective
                        --- -----
     Permitted Acquisition, that the covenants contained in Sections 8.09
     through 8.11, inclusive, will continue to be met for the one-year period
     following the date of the consum mation of the respective Permitted
     Acquisition and (D) the Borrower shall have

                                     -56-
<PAGE>
 
     delivered to the Administrative Agent an officer's certificate executed by
     a Senior Financial Officer of the Borrower, certifying, to the best of his
     knowledge, compliance with the requirements of preceding clauses (i)
     through (viii) and containing the pro forma calculations required by the
                                       --- -----
     preceding clauses (viii)(B) and (viii)(C), including, without limitation,
     any currency exchange calculations required in connection therewith as a
     result of the incurrence of Indebtedness permitted under Section 8.03(p) in
     connection with such Permitted Acquisition or as a result of the incurrence
     of Competitive Bid Loans or the issuance of Letters of Credit, in each case
     denominated in an Approved Alternate Currency, provided, that the 
                                                    --------
     provisions of the preceding clauses (viii)(B), (viii)(C) and (viii)(D) (to
     the extent requiring pro forma calculations) shall be applicable only to
                          --- -----
     the extent that the sum of (I) the Permitted Acquisition Amount plus (II)
                                                                     ----
     the Annual Aggregate Permitted Acquisition Amount plus (III) the aggregate
                                                       ----
     fair market value (determined as of the proposed date of consummation of
     such Permitted Acquisition in good faith by senior management of the
     Borrower) of any Common Stock issued as consideration in connection with
     such Permitted Acquisition and all other Permitted Acquisitions consummated
     in the same fiscal year of the Borrower as such proposed Permitted
     Acquisition is to be consummated, exceeds $10,000,000. The consummation of
     each Permitted Acquisition shall be deemed to be a representation and
     warranty by the Borrower that all conditions thereto have been satisfied
     and that same is permitted in accordance with the terms of this Agreement,
     which representation and warranty shall be deemed to be a representation
     and warranty for all purposes hereunder, including, without limitation,
     Sections 5.02 and 9; and

         (j) the Borrower and its Subsidiaries may transfer accounts receivable
     and related assets pursuant to the Permitted Receivables Securitization
     Program.


         8.02  Liens.  The Borrower will not, and will not permit any of its
               -----                                                        
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with recourse to the
Borrower or any of its Subsidiaries) or assign any right to receive income, or
file or permit the filing of any financing statement under the UCC or any other
similar notice of Lien under any similar recording or notice statute, except:


         (a) inchoate Liens for taxes not yet due or Liens for taxes being
     contested in good faith and by appropriate proceedings for which adequate
     reserves (in the good faith judgment of the management of the Borrower)
     have been established in accordance with GAAP;


                                     -57-
<PAGE>
 
         (b) Liens (other than any Lien imposed by ERISA) in respect of property
     or assets of the Borrower or any of its Subsidiaries imposed by law which
     were incurred in the ordinary course of business and which do not secure
     Indebtedness for borrowed money, such as carriers', warehousemen's and
     mechanics' Liens, statutory landlord's Liens, and other similar Liens
     arising in the ordinary course of business, and (x) which do not in the
     aggregate materially detract from the value of such prop erty or assets or
     materially impair the use thereof in the operation of the business of the
     Borrower or such Subsidiary or (y) which are being contested in good faith
     by appropriate proceedings, which proceedings have the effect of preventing
     the forfeiture or sale of the property or asset subject to such Lien;

         (c) Liens, if any, created by or pursuant to this Agreement or the
     other Credit Documents;

         (d) Liens on the assets of the Borrower and its Subsidiaries created
     prior to, but that will remain outstanding on and after, the Original
     Effective Date (after giving effect to the Original Transaction) and
     listed, and the property subject thereto described on, Schedule VIII
     hereto, without giving effect to any subsequent exten sions or renewals
     thereof ("Permitted Liens");

         (e) Liens (other than any Lien imposed by ERISA) incurred or deposits
     made in the ordinary course of business (x) in connection with workers'
     compensation, unemployment insurance and other types of social security, or
     (y) to secure the performance of tenders, statutory obligations, surety and
     appeal bonds, bids, leases, government contracts, performance and return-
     of-money bonds and other similar obligations incurred in the ordinary
     course of business (exclusive of obligations in respect of borrowed money),
     provided that the aggregate amount of cash and the fair market value
     --------
     of the property encumbered by Liens described in this clause (y) shall not
     exceed $1,000,000;

         (f) leases or subleases granted to third Persons not interfering with
     the ordinary course of business of the Borrower or any of its Subsidiaries;

         (g) Liens arising pursuant to purchase money mortgages securing
     Indebtedness representing the purchase price (or financing of the purchase
     price within 90 days after the respective purchase) of property or other
     assets acquired by the Borrower or any of its Subsidiaries after the
     Original Effective Date, provided that (i) any such Liens attach only to
                              --------
     the assets so purchased, (ii) the Indebtedness secured by any such Lien
     does not exceed 100% of the lesser of the fair market value or the purchase
     price of the assets being purchased at the time of the incurrence of such
     Indebtedness and (iii) the Indebtedness secured thereby is permitted by
     Section 8.03(b);


                                     -58-
<PAGE>
 
         (h) easements, rights-of-way, restrictions, encroachments and other
     similar charges or encumbrances on the property of the Borrower or any of
     its Subsidiaries arising in the ordinary course of business and not
     materially interfering with the conduct of the business of the Borrower or
     any such Subsidiary;

         (i) Liens on property of the Borrower or any of its Subsidiaries
     subject to, and securing only, Capitalized Lease Obligations to the extent
     such Capitalized Lease Obligations are permitted by Section 8.03(b),
     provided, that such Liens only secure the payment of Indebtedness arising
     --------
     under such Capitalized Lease Obligation and the Lien encumbering the asset
     giving rise to the Capitalized Lease Obligation and the proceeds thereof do
     not encumber any other asset of the Borrower or any of its Subsidiaries;

         (j) Liens arising from precautionary UCC (or other similar recording or
     notice statutes) financing statement filings regarding operating leases
     permitted pur suant to this Agreement;


         (k) Liens upon equipment and machinery of the Borrower securing
     Indebtedness to the extent permitted under Section 8.03(m); provided, that
                                                                 --------
     such Liens only encumber equipment and machinery located at the Broome
     County Facility and do not encumber any other asset of the Borrower or any
     of its Subsidiaries; and


         (l) Liens on accounts receivable and related assets subject to the
     Permitted Receivables Securitization Program.


         8.03  Indebtedness.  The Borrower will not, and will not permit any of
               ------------                                                    
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness (including, without limitation, off balance sheet debt and
receivables financings), except:


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


         (b) Indebtedness evidenced by Capitalized Lease Obligations (including
     without limitation, such Capitalized Lease Obligations constituting the
     Permitted Existing Indebtedness described as item 5 of Schedule VII), and
     other Indebtedness secured by Liens permitted by Section 8.02(g), of the
     Borrower or any of its Sub sidiaries, so long as (x) the sum of the
     aggregate principal amount of all such Indebt edness outstanding at such
     time and the aggregate Capitalized Lease Obligations under all Capital
     Leases entered into pursuant to this clause (b) outstanding at such time
     does not exceed $20,000,000 in the aggregate at any time outstanding and
     (y) at the time of the incurrence of any such Indebtedness, such
     Indebtedness is permitted

                                     -59-
<PAGE>
 
     to be incurred pursuant to the first paragraph of Section 1008 of the
     Senior Note Indenture;

         (c) (x) Permitted Existing Indebtedness of the Borrower under the
     Existing Interest Rate Protection Agreements of the Borrower as described
     as items 7 and 8 on Schedule VII and (y) Indebtedness under any other
     Permitted Interest Rate Protection Agreement;

         (d) Indebtedness of the Borrower consisting of, without duplication,
     Non-Facility Letters of Credit (including, without limitation, the
     Permitted Existing Indebtedness represented by the Existing Letters of
     Credit which are to remain outstanding in accordance with the terms of the
     definition thereof) and reimbursement obligations with respect thereto
     under the Non-Facility Letter of Credit Agreement (and any guaranty of such
     reimbursement obligations by any Subsidiary Guarantor), including renewals
     or extensions thereof, so long as the aggregate amount thereof at any time
     outstanding does not exceed $15,000,000, provided that no Non-Facility
                                              --------
     Letter of Credit nor any agreement (including, without limitation, the Non-
     Facility Letter of Credit Agreement, any other credit agreement, guaranty,
     security agreement or other agreement) evidencing the same or relating
     thereto shall contain any provision which is more restrictive or less
     favorable to the Borrower than as set forth in the Non-Facility Letter of
     Credit Agreement and the guaranty relating thereto executed by the
     Subsidiary Guarantors, in each case as in effect on the Original Effective
     Date, except (x) to the extent that any such more restrictive or less
     favorable provision is one that is incorporated therein by reference to
     this Agreement and arises as a result of an amendment or modification to
     this Agreement, or (y) any such agreement may contain such more restrictive
     or less favorable provisions to the extent that any comparable more
     restrictive or less favorable provisions have been incorporated in this
     Agreement or in the other Credit Documents after the Restatement Effective
     Date and to the extent that the benefits of such more restrictive or less
     favorable provisions so incorporated into this Agreement have not otherwise
     been incorporated into any such agreement, whether by a cross-default
     provision or otherwise; provided further that if at any time the
                             -------- -------
     Obligations of the Borrower shall be secured, the obligations of the
     Borrower under the Non-Facility Letter of Credit Agreement shall be secured
     by the same collateral on a pari passu basis;
                                 ---- -----       


         (e) Indebtedness evidenced by Intercompany Loans to the extent
     permitted by Section 8.05(f);

         (f)  Indebtedness under any Permitted Currency Agreement;

         (g)  Indebtedness under any Permitted Commodities Agreement;


                                     -60-
<PAGE>
 
         (h) Indebtedness representing Permitted Foreign Subsidiary WC Debt
     (including, without limitation, such Permitted Foreign Subsidiary WC Debt
     constituting Permitted Existing Indebtedness described as item 3 of
     Schedule VII), provided that (x) the obligors thereunder are Foreign
                    --------
     Subsidiaries (other than AMETEK Italia) and neither the Borrower nor any
     Domestic Subsidiary of the Borrower is obligated (whether directly or
     indirectly through a guarantee, keep-well arrangement or otherwise) in
     respect thereof and (y) the aggregate principal amount thereof at any one
     time outstanding shall not exceed $15,000,000, provided, however, that the
                                                    --------  -------
     aggregate principal amount thereof at any one time outstanding may exceed
     $15,000,000 solely by virtue of changes in the exchange rates (and not as a
     result of the additional incurrence of any new Indebtedness) for the
     currencies in which any such Permitted Foreign Subsidiary WC Debt is
     denominated for a period not in excess of one month after any date upon
     which it is so determined that the aggregate principal amount of Permitted
     Foreign Subsidiary WC Debt exceeds $15,000,000 as a result solely of such a
     change in exchange rates;

         (i) Permitted Existing Indebtedness of the Borrower evidenced by the
     Senior Notes pursuant to the Senior Note Documents, in an aggregate
     principal amount not to exceed $150,000,000 (as reduced by any repayments
     of principal thereof) as described as item 4 on Schedule VII;

         (j) Permitted Refinancing Debt of the Borrower the proceeds of which
     are used to refinance the Senior Notes in accordance with Section 8.12;

         (k) Indebtedness of the Borrower or any of its Subsidiaries arising in
     connection with the entering into of any take-or-pay contract for supplies,
     packaging materials or other similar materials entered into in the ordinary
     course of business, consistent with the practices of the Borrower and its
     Subsidiaries prior to the Original Effective Date, provided that the
                                                        --------
     aggregate amount payable under any such take-or-pay contract shall not
     exceed $1,000,000;

         (l) Indebtedness of the Borrower consisting of borrowings against the
     cash value of the COLI Policies;

         (m) Indebtedness of the Borrower evidenced by the Broome County Loan
     Documents in an aggregate principal amount not to exceed $2,000,000, but no
     refinancings or renewals thereof, except to the extent that such
     refinancing or renewal does not increase the amount of such Indebtedness
     outstanding immediately prior to such refinancing or renewal, add
     guarantors, obligors or security from that which applied to such
     Indebtedness being refinanced or renewed, and all other terms of such
     refinancing or renewal are no more restrictive or less favorable to the
     Borrower than previously existing with respect to such Indebtedness;


                                     -61-
<PAGE>
 
         (n) Indebtedness of the Borrower or any of its Subsidiaries which
     constitutes Permitted Earn-Out Debt in amounts not to exceed, and in
     accordance with, the requirements of Section 8.01(i) and only to the extent
     that any such Permitted Earn-Out Debt is paid in full within six months
     after the date upon which such Permitted Earn-Out Debt is determinable;

         (o) Indebtedness of AMETEK Italia evidenced by a bank guaranty
     denominated in Italian Lira made by a financial institution on behalf of
     AMETEK Italia for the benefit of such Persons identified by AMETEK Italia
     as the seller under the Permitted AMETEK Italia Acquisition in connection
     with the Permitted AMETEK Italia Acquisition, provided that (i) the sole
                                                   --------
     obligor thereunder is AMETEK Italia and neither the Borrower nor any
     Subsidiary of the Borrower (other than AMETEK Italia) is obligated (whether
     directly or indirectly through a guarantee, keep-well arrangement or
     otherwise) in respect thereof, (ii) such Indebtedness shall not contain any
     provision in the documents governing or evidencing the same which, in the
     reasonable opinion of the Administrative Agent, would permit a default or
     event of default to occur under such Indebtedness based upon the occurrence
     of a Default or Event of Default under this Agreement unless any such Event
     of Default has resulted in an acceleration under this Agreement, and (iii)
     the aggregate principal amount thereof at any one time outstanding shall
     not exceed 30 billion Italian Lira (it being understood and agreed that the
     incurrence of such Indebtedness shall be deemed to be a representation and
     warranty by the Borrower that all conditions thereto have been satisfied
     and that the same is permitted in accordance with the terms of this
     Agreement, which representation and warranty shall be deemed to be a
     representation and warranty for all purposes hereunder, including, without
     limitation, Sections 5.02 and 9);

         (p) Indebtedness representing Permitted AMETEK Italia Debt (including,
     without limitation, such Permitted AMETEK Italia Debt constituting
     Permitted Existing Indebtedness described as items 1 and 2 of Schedule VII)
     denominated in Dollars, Italian Lira and/or German Deutsche Marks, provided
                                                                        --------
     that (x) the sole obligor thereunder is AMETEK Italia and neither the
     Borrower nor any Subsidiary of the Borrower (other than AMETEK Italia) is
     obligated (whether directly or indirectly through a guarantee, keep-well
     arrangement or otherwise) in respect thereof and (y) the aggregate
     principal amount thereof at any one time outstanding shall not exceed
     $20,000,000, provided, however, that the aggregate principal amount thereof
                  --------  -------
     at any one time outstanding may exceed $20,000,000 solely by virtue of
     changes in the exchange rates (and not as a result of the additional
     incurrence of any new Indebtedness) for the currencies in which any such
     Permitted AMETEK Italia Debt is denominated for a period not in excess of
     one month after any date upon which it is determined that the aggregate
     principal amount of such Permitted


                                     -62-
<PAGE>
 
     AMETEK Italia Debt exceeds $20,000,000 as a result solely of such a change
     in exchange rates;

         (q) outstandings under the Permitted Receivables Securitization Program
     to the extent constituting Indebtedness in an aggregate principal amount
     not to exceed $50,000,000; and

         (r) additional unsecured Indebtedness of the Borrower and its Domestic
     Subsidiaries not otherwise permitted pursuant to this Section 8.03 not
     exceeding (for the Borrower and all of its Domestic Subsidiaries) in
     aggregate principal amount at any one time outstanding $15,000,000.

         8.04  Limitation on the Creation of Subsidiaries.  Notwithstanding
               ------------------------------------------                  
anything to the contrary contained in this Agreement, the Borrower will not, and
will not permit any Subsidiary to, establish, create or acquire after the
Restatement Effective Date any Material Subsidiary, except the Borrower or any
of its Subsidiaries may create, establish or acquire (x) Permitted Joint
Ventures in accordance with Section 8.05 and the definition thereof and (y) a
new Material Subsidiary of the Borrower which is a Wholy-Owned Subsidiary of the
Borrower, provided, that (i) at least 15 Business Days' prior written notice
          --------
thereof is given to the Administrative Agent and the Banks and (ii) such new
Material Subsidiary (to the extent it is a Domestic Subsidiary) executes a
counterpart of the Subsidiary Guaranty or (to the extent it is a Foreign
Subsidiary) executes a counterpart of the Foreign Subsidiary Guaranty to the
extent required by Section 7.13. In addition, each new Material Subsidiary shall
execute and deliver, or cause to be executed and delivered, all other relevant
documentation of the type described in Section 5 as such new Material Subsidiary
would have had to deliver if such new Material Subsidiary were a Credit Party on
the Restatement Effective Date.

         8.05  Advances, Investments and Loans.  The Borrower will not, and will
               -------------------------------                                  
not permit any of its Subsidiaries to, lend money or extend credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to any
Person, except:

         (a) the Borrower and its Subsidiaries may invest in cash and Cash
     Equivalents, and Foreign Subsidiaries may invest in Permitted Foreign
     Investments;

         (b) the Borrower and its Subsidiaries may acquire and hold receivables
     owing to them, if created or acquired in its ordinary course of business
     and payable or dischargeable in accordance with its customary trade terms
     of the Borrower or such Subsidiary, as the case may be;


                                     -63-
<PAGE>
 
         (c) loans and advances to employees for moving and travel expenses and
     other similar expenses, in each case incurred in the ordinary course of
     business, shall be permitted;

         (d) the Existing Interest Rate Protection Agreements and any other
     Permitted Interest Rate Protection Agreement shall be permitted;

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

         (f) the Borrower may make intercompany loans and advances to its
    Subsidi aries (other than to the Captive Insurance Subsidiary unless
    required by applicable law or required to fund its insurance operations),
    and any Subsidiary of the Borrower may make intercompany loans and advances
    to any other Subsidiary (other than to the Captive Insurance Subsidiary
    unless required by applicable law or required to fund its insurance
    operations) of the Borrower or the Borrower (collectively, "Intercompany
    Loans"), provided that (i) each such Intercompany Loan shall be evidenced by
             --------
    an Intercompany Note, and (ii) each Intercompany Note evidencing an
    Intercompany Loan to the Borrower shall contain the subordination provisions
    contained in Exhibit G;

         (g) the Borrower and its Subsidiaries may acquire and hold the capital
    stock of Wholly-Owned Subsidiaries, provided that to the extent any such
                                        --------
    Wholly-Owned Subsidiary acquired, created or established by the Borrower or
    any of its Subsidiaries constitutes a Material Subsidiary, such Wholly-Owned
    Subsidiary is so acquired, created or established in accordance with Section
    8.04;

         (h) Permitted Currency Agreements shall be permitted;

         (i) Permitted Commodities Agreements shall be permitted;

         (j) the Borrower and its Subsidiaries may effect Permitted Acquisitions
    in accordance with the requirements of Section 8.01(i);

         (k) the Captive Insurance Subsidiary may invest in Permitted Captive
    Insurance Investments;

         (l) so long as (x) no Default or Event of Default then exists or would
    result therefrom and (y) any such investment is permitted at such time under
    the Senior


                                     -64-
<PAGE>
 
     Note Indenture, the Borrower and its Subsidiaries may make Joint Venture
     Investments in Permitted Joint Ventures, provided that the aggregate amount
                                              --------
     of all Joint Venture Investments at any one time outstanding shall not
     exceed $30,000,000 less the Joint Venture Letter of Credit Outstandings at
                        ----
     such time;

         (m) the Borrower may continue to own and hold Permitted Existing
     Investments, provided that with respect to the Permitted Existing
                  --------
     Investments listed as Items 1 and 2 on Schedule IX hereto, the Borrower may
     continue to hold such Permitted Existing Investments only so long as the
     stated market value (as set forth on the annual or quarterly statements
     furnished with respect to such Permitted Existing Investments to the
     Borrower and by the Borrower to the Banks pursuant to Section 7.01(h)(ii))
     of such Permitted Existing Investment has not decreased by more than 20%
     from the stated market value thereof as of the Original Effective Date as
     set forth on Schedule IX;

         (n) the Borrower may acquire and maintain investments in COLI Policies;
     and

         (o) the Borrower and its Subsidiaries may make additional advances,
     invest ments and loans not otherwise permitted pursuant to this Section
     8.05 (other than advances, investments or loans (1) in or to any Permitted
     Joint Venture, (2) in or to the Captive Insurance Subsidiary or (3) of the
     type constituting a Permitted Existing Investment), so long as (i) the
     aggregate principal amount thereof at any time outstanding (determined
     without regard to any write-downs or write-offs thereof) shall not exceed
     $7,500,000, and (ii) each such advance, investment or loan is made by the
     Borrower or such Subsidiary in or to a Person engaged in the type of
     business described in Section 8.08.

         8.06 Dividends, etc.  The Borrower will not, and will not permit any
              ---------------                                                
Subsidiary to, declare or pay any dividends or return any capital to, its
stockholders or authorize or make any other distribution, payment or delivery of
property or cash to its stockholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for a consideration, any shares of
any class of its capital stock now or hereafter outstanding (or any warrants for
or options or stock appreciation rights in respect of any of such shares), or
set aside any funds for any of the foregoing purposes and the Borrower will not,
and will not permit any of its Subsidiaries to, purchase or otherwise acquire
for a consideration any shares of any class of the capital stock of the Borrower
or any other Subsidiary, as the case may be, now or hereafter outstanding (or
any warrants for or options or stock appreciation rights issued by such Person
in respect of any such shares) (all of the foregoing "Dividends"), except that:


                                     -65-
<PAGE>
 
         (a) any Subsidiary of the Borrower and any Permitted Joint Venture may
     pay Dividends (x) to the Borrower or to any Wholly-Owned Subsidiary of the
     Borrower or (y) to any other investor in such Subsidiary or Permitted Joint
     Venture to the extent of such investor's proportionate ownership interest
     in such Subsidiary or Permitted Joint Venture;

         (b) so long as there shall exist no Default or Event of Default (both
     before and after giving effect thereto), the Borrower may effect Common
     Stock Repurchases in accordance with applicable law and so long as the
     Borrower promptly retires any such shares of Common Stock so repurchased;

         (c) the Borrower may pay cash Dividends in any fiscal quarter to the
     holders of Common Stock if and only if (x) no Default or Event of Default
     then exists or would result from the payment thereof and (y) the aggregate
     amount of all cash Dividends proposed to be paid in any such fiscal quarter
     pursuant to this clause (c), when added to the aggregate amount of all cash
     Dividends previously paid during the fiscal quarter in which such cash
     Dividends are proposed to be paid and during the immediately preceding
     three fiscal quarters, shall not exceed the greater of (1) $10,000,000 or
     (2) 35% of the Consolidated Net Income of the Borrower for the immediately
     preceding four fiscal quarters of the Borrower as determined from the most
     recently delivered Section 7.01 Financials; and

         (d) so long as there shall exist no Default or Event of Default (both
     before and after giving effect to the payment thereof), the Borrower may
     repurchase or redeem stock appreciation rights issued by the Borrower to
     its directors, employees and officers pursuant to the Stock Option Plans.

         8.07 Transactions with Affiliates. The Borrower will not, and will not
              ----------------------------
permit any of its Subsidiaries to, enter into any transaction or series of
transactions, whether or not in the ordinary course of business, with any
Affiliate other than on terms and con ditions substantially as favorable (or
more favorable) to, the Borrower or such Subsidiary as would be obtainable by,
the Borrower or such Subsidiary at the time in a comparable arm's-length
transaction with a Person other than an Affiliate, except the following shall
not be prohibited: (i) the Transaction, (ii) Dividends permitted by Section
8.06, (iii) Intercompany Loans, (iv) each of the Borrower and any of its Wholly-
Owned Subsidiaries may, in the ordinary course of its business, transfer
inventory to or among each other, (v) each of the Borrower and any of its
Subsidiaries may, in the ordinary course of its business, charge each other for
services provided to the other, (vi) the Borrower may grant stock options, stock
appreciation rights, restricted stock awards and phantom stock awards to its and
its Subsidiaries' directors in the ordinary course of business, and (vii) the
Borrower and its Subsidiaries may pay reasonable and customary fees to their
directors who are not also officers or employees of the Borrower or any of its
Subsidiaries.


                                     -66-
<PAGE>
 
         8.08 Changes in Business.  The Borrower will not, and will not permit
              -------------------                                             
any of its Subsidiaries to, engage (directly or indirectly) in any business
other than (i) the busi ness in which it is engaged on the Original Effective
Date, (ii) reasonable extensions thereof and (iii) any other manufacturing
business, including, without limitation, the distribution and/or resale of
manufactured products and other reasonable extensions of the manufacturing
business.

         8.09 Fixed Charge Coverage Ratio.  The Borrower will not permit the
              ---------------------------                                   
Fixed Charge Coverage Ratio for any Test Period to be less than 1.3:1.0.

         8.10 Leverage Ratio.  The Borrower will not permit the ratio of (i)
              --------------                                                
Consolidated Indebtedness at such time to (ii) Consolidated Capital Funds as of
the last day of the fiscal quarter then last ended, to be greater than 0.80:1.0.

         8.11 Consolidated Indebtedness to Consolidated EBITDA.  The Borrower
              ------------------------------------------------               
will not permit the ratio of (i) Consolidated Indebtedness at such time to (ii)
Consolidated EBITDA for the Test Period then most recently ended, to be greater
than 3.0:1.0.

         8.12 Limitation on Voluntary Payments and Modifications of
              -----------------------------------------------------
Indebtedness; Modification of Certificate of Incorporation.  The Borrower will
----------------------------------------------------------                    
not, and will not permit any of its Subsidiaries to:  (i) make (or give any
notice in respect of) any voluntary or optional payment or prepayment on or
redemption (including pursuant to any change of control provision) of or
acquisition for value of (including, without limitation, by way of depositing
with the trustee with respect thereto money or securities before due for the
purpose of paying when due), any Senior Notes or any Permitted Refinancing Debt,
except that so long as no Default or Event of Default then exists or would
result therefrom (x) the Senior Notes may be refinanced with the proceeds of
Loans hereunder or Permitted Refinancing Debt and any Permitted Refinancing Debt
may be refinanced with the proceeds of Loans hereunder or any other Permitted
Refinancing Debt and (y) the Senior Notes may otherwise be repurchased, redeemed
or retired pursuant to a Permitted Senior Note Repurchase, (ii) amend or modify,
or permit the amendment or modification of, any provision of the Senior Note
Documents, any Permitted Refinancing Debt or any agreement (including, without
limitation, any purchase agreement, indenture, loan agreement or security
agreement) relating thereto, or (iii) amend, modify or change any provision of
its Certificate of Incorporation (including, without limitation, by the filing
or modification of any certificate of designation) or By-Laws, except for such
amendments to the Certificate of Incorporation or By-Laws of the Borrower or any
of its Subsidiaries which do not impose any monetary liabilities on the Borrower
or any of its Subsidiaries, as the case may be, or grant any put or similar
rights to any Person and do not otherwise adversely affect any Bank in its
capacity as such.

         8.13 Limitations on Issuance of Capital Stock.  (a)  The Borrower will
              ----------------------------------------                         
not permit any of its Subsidiaries to directly or indirectly issue, sell,
assign, pledge or otherwise


                                     -67-
<PAGE>
 
encumber or dispose of any shares of its capital stock or other equity
securities (or warrants, rights or options to acquire shares or other equity
securities) except (i) to qualify directors to the extent required by applicable
law, (ii) in connection with a Permitted Joint Venture to the extent otherwise
permitted by the terms of this Agreement or (iii) to the Borrower or a Wholly-
Owned Subsidiary of the Borrower.



         (b) The Borrower will not issue any shares of its capital stock or
other equity securities (or warrants, rights or options to acquire shares or
other equity securities) except: (i) to qualify directors if required by
applicable law; (ii) issuances of rights or options to purchase shares of Common
Stock to directors, officers and employees of the Borrower pursuant to the Stock
Option Plans and issuances of rights to purchase shares of Common Stock to
shareholders of the Borrower pursuant to the Rights Agreement, in each case so
long as no Event of Default will exist under Section 9.09 as a result thereof;
and (iii) shares of Common Stock, so long as, after giving effect to such
issuance, no Event of Default will exist under Section 9.09 and immediately
after such issuance the Borrower complies with Section 4.02(A)(c).

         8.14 Limitation on Restrictions Affecting Subsidiaries.  The Borrower
              -------------------------------------------------               
will not, and will not permit any Subsidiary to, directly, or indirectly, create
or otherwise cause or suffer to exist any encumbrance or restriction which
prohibits or limits the ability of the Borrower or any Subsidiary to (a) pay
dividends or make other distributions or pay any Indebtedness owed to any Credit
Party or any Subsidiary thereof, (b) make loans or advances to any Credit Party
or any Subsidiary thereof, (c) transfer any of its properties or assets to any
Credit Party or any Subsidiary thereof or (d) create, incur, assume or suffer to
exist any lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, other than encumbrances and restrictions arising under
(i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) to
the extent restricting the disposition of any property serving as security
therefor, any agreement relating to Indebtedness permitted pursuant to Section
8.03(b) secured by Liens permitted pursuant to Section 8.02(g), (iv) customary
provi sions restricting subletting or assignment of any lease governing a
leasehold interest of any Credit Party or any of its Subsidiaries, (v) customary
restrictions on dispositions of real prop erty interests found in reciprocal
easement agreements of any Credit Party or any of its Subsidiaries, (vi) the
Senior Note Documents, or (vii) the documents or instruments governing the terms
of any Permitted Foreign Subsidiary WC Debt permitted to be incurred pursuant to
Section 8.03(h) or Permitted AMETEK Italia Debt permitted to be incurred
pursuant to Section 8.03(p) to the extent restricting the payment of dividends
or other cash distributions by a Foreign Subsidiary, or AMETEK Italia, as the
case may be, to the Borrower or any other Subsidiary of the Borrower.

         SECTION 9. Events of Default.  Upon the occurrence of any of the
                    -----------------                                    
following specified events (each, an "Event of Default"):


                                     -68-
<PAGE>
 
         9.01  Payments.  The Borrower shall (i) default in the payment when due
               --------                                                         
of any principal of the Loans or any Unpaid Drawing or (ii) default, and such
default shall con tinue for three or more Business Days, in the payment when due
of any interest on the Loans or Unpaid Drawings or any Fees or any other amounts
owing hereunder or under any other Credit Document; or

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

         9.03  Covenants.  The Borrower shall (a) default in the due performance
               ---------                                                        
or observance by it of any term, covenant or agreement contained in Sections
7.01(e)(x), 7.08, 7.13 or 8 (other than Sections 8.05, 8.07 or 8.14), or (b)
default in the due performance or observance by it of any term, covenant or
agreement (other than those referred to in Section 9.01, 9.02 or clause (a) of
this Section 9.03) contained in this Agreement and such default shall continue
unremedied for a period of at least 30 days after notice to the defaulting party
by the Administrative Agent or any Bank; or

         9.04  Default Under Other Agreements.  (a)  The Borrower or any of its
               ------------------------------                                  
Subsidiaries (collectively, the "Designated Parties") shall (i) default in any
payment in respect of any Indebtedness (other than the Obligations) beyond the
period of grace, if any, provided by the instrument or agreement governing such
Indebtedness or (ii) default in the observance or performance of any agreement
or condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause, any such
Indebtedness to become due prior to its stated maturity; or (b) any such
Indebtedness (other than the Obligations) of any Designated Party shall be
declared to be due and payable, or required to be prepaid other than by a
regularly scheduled required prepayment, prior to the stated maturity thereof,
provided that it shall not constitute an Event of Default pursuant to clause (a)
--------                                                                        
or (b) of this Section 9.04 unless the outstanding principal amount of any one
issue of such Indebtedness exceeds $3,000,000 or the aggregate amount of all
such Indebtedness referred to in clauses (a) and (b) above exceeds $6,000,000 at
any one time; or

         9.05  Bankruptcy, etc.  Any Designated Party shall commence a voluntary
               ----------------                                                 
case concerning itself under Title 11 of the United States Code entitled
"Bankruptcy," as now or hereafter in effect, or any successor thereto (the
"Bankruptcy Code"); or an involuntary case is commenced against any Designated
Party and the petition is not controverted within 10 Business Days, or is not
dismissed within 60 days, after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for, or takes charge of, all or


                                     -69-
<PAGE>
 
substantially all of the property of any Designated Party; or any Designated
Party commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction whether now or hereafter in effect relating to
any Designated Party; or there is commenced against any Designated Party any
such proceeding which remains undismissed for a period of 60 days; or any
Designated Party is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or any Designated
Party suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or any Designated Party makes a general assignment for the
benefit of creditors; or any Designated Party admits in writing its inability to
pay its debts generally as they become due; or any corporate action is taken by
any Designated Party for the purpose of effecting any of the foregoing; or

         9.06  ERISA.  (a)  Any Plan shall fail to satisfy the minimum funding
               -----                                                          
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code, any Plan shall have had or is likely to have a trustee appointed to
administer such Plan, any Plan is, shall have been or is likely to be terminated
or to be the subject of termination proceedings under ERISA, any Plan shall have
an Unfunded Current Liability, a contribution required to be made to a Plan or a
Foreign Pension Plan has not been timely made, any Designated Party or any ERISA
Affiliate has incurred or is likely to incur a liability to or on account of a
Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204
or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code, or any
Designated Party or any ERISA Affiliate has incurred or is likely to incur
liabilities pursuant to one or more employee welfare benefit plans (as defined
in Section 3(1) of ERISA) that provide benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or employee
pension benefit plans (as defined in Section 3(2) of ERISA); (b) there shall
result from any event or events described in clause (a) of this Section 9.06,
the imposition of a lien, the granting of a security interest, or a liability or
a material risk of incurring a liability; and (c) which lien, security interest
or liability referred to in clause (b) of this Section 9.06, in the opinion of
the Required Banks, could reasonably be expected to have a Material Adverse
Effect; or

         9.07  Subsidiary Guaranty.  The Subsidiary Guaranty or any provision
               -------------------                                           
thereof shall cease to be in full force and effect, or any Subsidiary Guarantor
thereunder or any Person acting on behalf of such Subsidiary Guarantor shall
deny or disaffirm such Subsidiary Guarantor's obligations under the Subsidiary
Guaranty or any Subsidiary Guarantor shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to the Subsidiary Guaranty; or

         9.08  Judgments.  One or more judgments or decrees shall be entered
               ---------                                                    
against the Borrower and/or any of its Subsidiaries involving a liability (not
paid or fully covered


                                     -70-
<PAGE>
 
by a reputable and solvent insurance company) of $5,000,000 or more for all such
judgments and decrees, and all such judgments or decrees shall not have been
vacated, discharged or stayed or bonded pending appeal within 30 days from the
entry thereof; or

         9.09  Change of Control.  A Change of Control shall have occurred;
               -----------------                                           
then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Banks, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent, any Co-Agent or any Bank or the holder of any Note to
enforce its claims against any Credit Party, except as otherwise specifically
provided for in this Agreement (provided that, if an Event of Default specified
                                --------                                       
in Section 9.05 shall occur with respect to the Borrower, the result which would
occur upon the giving of written notice by the Administrative Agent as specified
in clauses (i) and (ii) below shall occur auto matically without the giving of
any such notice):  (i) declare the Total Commitment termi nated, whereupon the
Commitment of each Bank shall forthwith terminate immediately and any Facility
Fees shall forthwith become due and payable without any other notice of any
kind; (ii) declare the principal of and any accrued interest in respect of all
Loans and all obligations owing hereunder (including Unpaid Drawings) to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
each Credit Party; (iii) terminate any Letter of Credit which may be terminated
in accordance with its terms; (iv) apply any cash collateral in a Cash
Collateral Account or otherwise, as provided in Section 4.02 or otherwise in the
Credit Documents; and (v) direct the Borrower to pay (and the Borrower hereby
agrees upon receipt of such notice, or upon the occurrence of any Event of
Default specified in Section 9.05, it will pay) to the Administrative Agent at
the Payment Office such additional amounts of cash, to be held as security for
the Borrower's reimbursement obligations in respect of Letters of Credit then
outstanding equal to the aggregate Stated Amount of all Letters of Credit then
outstanding.

         SECTION 10.  Definitions.  As used herein, the following terms shall
                      -----------                                            
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

         "Absolute Rate" shall mean an interest rate (rounded to the nearest
 .0001) expressed as a decimal.

         "Absolute Rate Borrowing" shall mean a Competitive Bid Borrowing with
respect to which the Borrower has requested that the Banks offer to make
Competitive Bid Loans at Absolute Rates.


                                     -71-
<PAGE>
 
         "Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 11.09.

         "Affected Company" shall mean with respect to any Reinvestment Event
arising from the receipt of Net Insurance Proceeds from a Recovery Event, the
Borrower or the Subsidiary of the Borrower which owned the assets which are the
subject of such Recovery Event.

         "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including, but not limited to, all directors
of such Person), controlled by, or under direct or indirect common control with
such Person.  A Person shall be deemed to control a corporation if such Person
possesses, directly or indirectly, the power (i) to vote 5% or more of the
securities having ordinary voting power for the election of dir ectors of such
corporation or (ii) to direct or cause the direction of the management and
policies of such corporation, whether through the ownership of voting
securities, by contract or otherwise.  For purposes of Section 8.07 of this
Agreement, so long as American Securities Corporation has any representatives on
the Board of Directors of the Borrower or any of its Subsidiaries, American
Securities Corporation shall be deemed to be an Affiliate of the Borrower to the
extent not otherwise meeting the criteria set forth above in the definition of
"Affiliate."

         "Aggregate Outstandings" shall have the meaning provided in Section
4.02(A)(a).

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

         "AMETEK Italia" shall mean AMETEK Italia, S.r.l., a corporation
organized and existing under the laws of the Republic of Italy.

         "Annual Aggregate Permitted Acquisition Amount" shall have the meaning
set forth in Section 8.01(i).

         "Anticipated Reinvestment Amount" shall mean, with respect to any
Reinvestment Event, the amount specified in the Reinvestment Notice with respect
thereto as the amount of the respective Net Cash Proceeds, Pension Plan Refund
or Net Insurance Proceeds, as the case may be, that the Borrower or such
Subsidiary of the Borrower intends to use to restore, purchase, construct or
otherwise acquire Reinvestment Assets or to fund a replacement Plan pursuant to
Section 4980 of the Code, as the case may be.


                                     -72-
<PAGE>
 
         "Applicable Facility Fee Percentage" shall mean, at any time, the
margin set forth below opposite the ratio of (i) Consolidated Indebtedness as of
the last day of the most recent fiscal year or fiscal quarter in respect of
which the Banks shall have received Section 7.01 Financials to (ii) Consolidated
EBITDA for the Test Period ending on the last day of such fiscal year or fiscal
quarter (it being understood that each Applicable Facility Fee Percentage shall
be in effect from the date the respective Section 7.01 Financials are delivered
to the Banks until the date the next such Section 7.01 Financials are delivered
to the Banks at which time the Applicable Facility Fee Percentage shall be reset
in accordance with the foregoing provisions of this definition):




                Applicable
Consolidated Indebtedness/                                 Facility Fee
Consolidated EBITDA Ratio                          
--------------------------                         
                    Percentage
                    ---------- 
<TABLE> 
<CAPTION> 

<S>                                                         <C> 
Greater than 2.50:1.0                                       0.25%

Greater than 1.75:1.0 but less than
 or equal to 2.50:1.0                                       0.20%

Greater than 1.50:1.0 but less than
 or equal to 1.75:1.0                                     0.1875%

Greater than 1.25:10 but less than
 or equal to 1.50:1.0                                      0.175%

Greater than 1.10:10 but less than
 or equal to 1.25:1.0                                       0.15%

Greater than 0.75:1.0 but less than
 or equal to 1.10:1.0                                      0.125%

Less than or equal to 0.75:1.0                             0.100%
</TABLE> 

;provided that if any Section 7.01 Financials are not delivered when required 
 --------
(the "Late Section 7.01 Financials") and such Late Section 7.01 Financials 
established that the Applicable Facility Fee Percentage would have been 
increased to an amount set forth in the table above on the date that such Late 
Section 7.01 Financials were required to have been delivered (the 


                                     -73-
<PAGE>
 
"Required Delivery Date"), then such increased Applicable Facility Fee 
Percentage shall be deemed to be effective as of such Required Delivery Date, 
and in the event that the Borrower shall have made any payment of Facility Fees 
during the period from the Required Delivery Date to the actual date of delivery
of such Late Section 7.01 Financials based upon any such lower Applicable 
Facility Fee Percentage, then the Borrower shall pay in the form of a 
supplemental Facility Fee payment, an amount which equals the difference between
the amount of Facility Fees which would otherwise have been paid determined as
if the Late Section 7.01 Financials were delivered on the Required Delivery Date
an the amount of such Facility Fees so paid, which supplemental Facility Fee
payment shall be due and payable on the date of delivery of the Late Section
7.01 Financials.

         "Applicable Margin" shall mean, at any time, the margin set forth below
opposite the ratio of (i) Consolidated Indebtedness as of the last day of the 
most recent fiscal year or fiscal quarter in respect of which the Banks shall 
have received Section 7.01 Financials to (ii) Consolidated EBITDA for the Test 
Period ending on the last day of such fiscal year or fiscal quarter (it being 
understood that each Applicable Margin shall be in effect from the date the 
respective Section 7.01 Financials are delivered to the Banks until the date 
the next such Section 7.01 Financials are delivered to the Banks at which time 
the Applicable Margin shall be reset in accordance with the foregoing provisions
of this definition):

Consolidated Indebtedness/
Applicable
Consolidated EBITDA Ratio
--------------------------
       Margin
      --------
<TABLE> 
<CAPTION> 

<S>                                                         <C> 
Greater than 2.50:1.0                                       0.75%

Greater than 1.75:1.0 but less than
 or equal to 2.50:1.0                                       0.55%

Greater than 1.50:1.0 but less than
 or equal to 1.75:1.0                                     0.4375%

Greater than 1.25:1.0 but less than
 or equal to 1.50:1.0                                      0.325%

Greater than 1.10:1.0 but less than
 or equal to 1.25:1.0                                      0.225%

Greater than 0.75:1.0 but less than
 or equal to 1.10:1.0                                     0.1875%
</TABLE> 


                                     -74-
<PAGE>
 
Less than or equal to 0.75 to 1.0                                       0.15%

; provided that if any Section 7.01 Financials are not delivered when required
  --------                                                                    
and such Late Section 7.01 Financials establish that the Applicable Margin would
have been increased to an amount set forth in the table above on the Required
Delivery Date, then such increased Applicable Margin shall be deemed to be
effective as of such Required Delivery Date, and in the event that the Borrower
shall have made any interest payment during the period from the Required
Delivery Date to the actual date of delivery of such Late Section 7.01
Financials based upon any such lower Applicable Margin, then the Borrower shall
pay in the form of a supplemental interest payment, an amount which equals the
difference between the amount of interest which would otherwise have been paid
determined as if the Late Section 7.01 Financials were delivered on the Required
Delivery Date and the amount of such interest so paid, which supplemental
interest payment shall be due and payable on the date of delivery of the Late
Section 7.01 Financials.

       "Approved Alternate Currency" shall mean Canadian Dollars, British Pounds
Sterling, Italian Lira, German Deutsche Marks, Swiss Francs, French Francs,
Belgian Francs, Dutch Guilders, Spanish Pesetas, Danish Krone and Japanese Yen,
and, with respect to any Trade Letter of Credit, any other currency other than
Dollars which is approved by the Letter of Credit Issuer in respect of such
Trade Letter of Credit and the Administrative Agent prior to the issuance of
such Trade Letter of Credit.

       "Approved Bank" shall have the meaning set forth in the definition of
Cash Equivalents.

       "Asset Sale" shall mean any sale, transfer or other disposition by the
Borrower or any of its Subsidiaries to any Person other than the Borrower or any
Wholly-Owned Subsidiary of the Borrower of any asset (including, without
limitation, any capital stock or other securities of another Person, but
excluding any sale, transfer or other disposition by the Borrower or any of its
Subsidiaries of its capital stock or any other securities issued by it) of the
Borrower or such Subsidiary (other than (w) Joint Venture Investments made
pursuant to Section 8.05(l), (x) sales of investments held pursuant to Section
8.05(a), (c), (d), (f), (h), (i), (k), or (n), (y) any sale, transfer or
disposition of inventory and/or excess, worn, outmoded or obsolete equipment in
the ordinary course of business of the Borrower or such Subsidiary and (z) any
other sale, transfer or disposition of assets generating Net Cash Proceeds from
such transaction in an amount which, when added to the Net Cash Proceeds of all
other Asset Sales consummated pursuant to this clause (z), does not exceed
$2,500,000).

       "Assignment Agreement" shall have the meaning provided in Section
12.04(b).

                                     -75-
<PAGE>
 
       "Authorized Officer" shall mean, with respect to any Person, the Chairman
of the Board, the President, the Chief Executive Officer, the Chief Operating
Officer, the Chief Financial Officer, any executive vice president, any senior
vice president, any group vice president, any vice president, treasurer or
secretary of such Person.

       "Bank" shall have the meaning provided in the first paragraph of this
Agreement, and shall include any Person which becomes a Bank party to this
Agreement in accordance with Section 12.04(b).

       "Bank Default" shall mean (i) the refusal (which has not been retracted)
of a Bank to make available its portion of any Borrowing or to fund its portion
of any unreim bursed payment under Section 2.02(c) or (ii) a Bank having
notified the Administrative Agent and/or the Borrower that it does not intend to
comply with the obligations under Section 1.01 or under Section 2.02(c), in the
case of either clause (i) or (ii) above as a result of the appointment of a
receiver or conservator with respect to such Bank at the direction or request of
any regulatory agency or authority.

       "Bankruptcy Code" shall have the meaning provided in Section 9.05.

       "Base Rate" shall mean the higher of (i) the Federal Funds Rate plus 1/2
of 1% and (ii) the Prime Lending Rate.

       "Base Rate Loan" shall mean each Revolving Loan bearing interest at the
rates provided in Section 1.09(a).

       "Bidder Bank" shall mean each Bank that has notified in writing (and has
not withdrawn such notice) the Administrative Agent that it desires to
participate generally in the bidding arrangements relating to Competitive Bid
Borrowings.

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

       "Borrowing" shall mean (i) the incurrence of one Type of Revolving Loan
by the Borrower from all of the Banks on a pro rata basis on a given date (or
                                           --- ----                          
resulting from conversions on a given date), having in the case of Eurodollar
Loans the same Interest Period, provided that Base Rate Loans incurred pursuant
                                --------                                       
to Section 1.11(b) shall be considered part of any related Borrowing of
Eurodollar Loans or (ii) a Competitive Bid Borrowing.

       "Broome County Facility" shall mean the manufacturing facility
established by the Borrower in the town of Union, Broome County, New York.

                                     -76-
<PAGE>
 
       "Broome County Loan Documents" shall mean all documents, instruments and
agreements entered into by the Borrower in connection with its loan from the New
York State Urban Development Corporation under the Expansion, Retention and
Attraction Assistance Program in connection with the establishment by the
Borrower of the Broome County Facility.

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

       "Capital Expenditures" shall mean, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities, including
Capitalized Lease Obligations but, in any event, excluding interest capitalized
in accordance with GAAP), by the Borrower and its Subsidiaries during that
period that, in conformity with GAAP, are or are required to be included in the
property, plant or equipment reflected in the consolidated balance sheet of the
Borrower and its Subsidiaries.

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

       "Capitalized Lease Obligations" shall mean all obligations under Capital
Leases of the Borrower and its Subsidiaries in each case taken at the amount
thereof accounted for as liabilities in accordance with GAAP.

       "Captive Insurance Subsidiary" shall mean AMETEK (Bermuda) Ltd., a
corporation organized and existing under the laws of Bermuda.

       "Cash Collateral Account" shall have the meaning provided in Section
4.02(A)(a).

       "Cash Equivalents" shall mean (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
                         --------                                             
States of America is pledged in support thereof) having maturities of not more
than five years from the date of acquisition, (ii) Dollar denominated time
deposits, certificates of deposit and bankers acceptances of (x) any Bank that
is a commercial bank having capital and surplus in excess of $500,000,000

                                     -77-
<PAGE>
 
or (y) any bank whose short-term commercial paper rating from S&P is at least A-
1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such Bank or bank, an "Approved Bank"), in each case with
maturities of not more than six months from the date of acquisition, (iii)
commercial paper issued by any Approved Bank or by the parent company of any
Approved Bank and commercial paper issued by, or guaranteed by, any industrial
or financial company with a short-term commercial paper rating of at least A-1
or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody's, or guaranteed by any industrial company with a long term unsecured debt
rating of at least A or A2, or the equivalent of each thereof, from S&P or
Moody's, as the case may be, and in each case maturing within one year after the
date of acquisition, (iv) any fund or funds investing solely in investments of
the type described in clauses (i) through (iii) above, (v) shares of money
market or mutual or similar funds having assets in excess of $100,000,000
investing solely in debt securities with maturities of less than one year and
(vi) debt securities with a rating of at least A or A2, or the equivalent of
each thereof, from S&P or Moody's, as the case may be, of public companies which
(x) are freely tradeable without restriction on a stock exchange or through a
nationally recognized automated quotation system, (y) are purchased and held as
current assets and not for investment and (z) have a maturity of not more than
five years from the issuance thereof.

       "Cash Proceeds" shall mean, with respect to any sale, lease, transfer or
other disposition of assets, the aggregate cash payments in connection therewith
(including any cash received by way of deferred payment pursuant to a note
receivable issued in connection therewith, other than the portion of such
deferred payment constituting interest, and including any amounts received under
any noncompete or similar agreement or as disbursement or withdrawals from any
escrow or similar account established in connection with any such sale, lease,
transfer or other disposition, but, in each such case, only as and when so
received).

       "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended from time to time, 42 U.S.C.
(S) 9601 et seq.
         -- ----

       "Change of Control" shall mean (i) any "change of control" or similar
event shall occur under any Senior Note Document or any other agreements
governing or evidencing Indebtedness of the Borrower or any of its Subsidiaries
(including, without limitation, Permitted Refinancing Debt, if any) or (ii) any
Person or group (as such term is defined in Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) shall have
acquired, directly or indirectly, beneficial ownership (as such term is defined
in Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the
outstanding Voting Stock of the Borrower.

       "Chase" shall mean The Chase Manhattan Bank, and any successor
corporation thereto by merger, consolidation or otherwise.

                                     -78-
<PAGE>
 
       "Co-Agent" shall have the meaning provided in the first paragraph of this
Agreement.

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

       "COLI Policy" shall mean a corporate owned life insurance policy held by
the Borrower with respect to certain of its employees.

       "Collective Bargaining Agreement" shall have the meaning provided in
Section 5.01(i).

       "Commitment" shall mean, with respect to each Bank, the amount set forth
opposite such Bank's name in Part A of Schedule I hereto directly below the
column entitled "Commitment," as the same may be (x) reduced from time to time
pursuant to Section 3.02, 3.03 and/or 9 or (y) adjusted from time to time as a
result of assignments to or from such Bank pursuant to Section 12.04.

       "Commodities Agreement" shall mean any forward contract, futures
contract, commodity price swap, option contract or similar agreement or
arrangement, in each case intended to protect the Persons entering into same
from fluctuations in the price of, or shortage of supply of, products or other
materials utilized in the businesses permitted by Section 8.08.

       "Common Stock" shall mean the Common Stock, par value $.01 per share, of
the Borrower.

       "Common Stock Repurchase" shall mean, collectively, the repurchase of
Common Stock by the Borrower pursuant to open market and/or privately negotiated
purchases and/or a cash tender offer in accordance with the provisions of
Section 8.06(b).

       "Competitive Bid Borrowing" shall mean a Borrowing of Competitive Bid
Loans pursuant to Section 1.04.

       "Competitive Bid Loan" shall have the meaning provided in Section
1.01(b).

       "Consolidated Capital Funds" shall mean, as at any date of determination,
the sum of (i) Consolidated Indebtedness outstanding on such date and (ii) the
Consolidated Net Worth at such date.

                                     -79-
<PAGE>
 
       "Consolidated Cash Interest Expense" shall mean, for any period,
Consolidated Interest Expense for such period but only to the extent such
Consolidated Interest Expense is payable in cash for such period.

       "Consolidated EBIT" shall mean, for any period, the sum of, without
duplication, the amounts for such period of (i) the Consolidated Net Income of
the Borrower and its Subsidiaries, (ii) provisions for taxes based on income,
(iii) Consolidated Interest Expense, and (iv) the amount of any increase in the
Borrower's LIFO reserve (exclusive of any portion thereof attributable to sales
of assets) during such period (and minus any decrease in the Borrower's LIFO
reserve (exclusive of any portion thereof attributable to sales of assets)
during such period), without giving effect to the amount for such period of
gains or losses on sales of assets (excluding sales in the ordinary course of
business other than sales of equipment) and other extraordinary or nonrecurring
gains or losses, in each case, to the extent included in determining
Consolidated Net Income for such period, all as determined on a consolidated
basis for the Borrower and its Subsidiaries.

       "Consolidated EBITDA" shall mean, for any period, the sum (without
duplication) of the amounts for such period of (i) Consolidated EBIT, (ii)
depreciation expense, (iii) amortization expense and (iv) other non-cash charges
(excluding any non-cash charges recorded in connection with any restructuring of
the Borrower or any of its Subsidiaries), in the case of each of clauses (ii)-
(iv) above to the extent deducted in determining Consolidated EBIT for such
period, all as determined on a consolidated basis for the Borrower and its
Subsidiaries.

       "Consolidated Fixed Charges" shall mean, for any period, the sum, without
duplication, of the amounts for such period of (i) Consolidated Cash Interest
Expense, (ii) the payment of all cash income taxes, (iii) all cash Dividends
paid during such period and (iv) the scheduled principal amount of all
amortization payments on all Indebtedness other than Loans (except that
Scheduled Commitment Reductions shall be included in determining Consolidated
Fixed Charges for such period to the extent any repayment is required by Section
3.03(b) whether or not such repayments are made), and the principal portion of
rentals under Capitalized Lease Obligations, all as determined on a consolidated
basis for the Borrower and its Subsidiaries.

       "Consolidated Indebtedness" shall mean all Indebtedness of the Borrower
and its Subsidiaries required to be accounted for as debt in accordance with
GAAP, determined on a consolidated basis, other than Indebtedness evidenced by
Intercompany Notes; provided that the aggregate principal or invested amount
                    --------                                                
outstanding under the Permitted Receivables Securitization Program from time to
time shall constitute Consolidated Indebtedness for all purposes of this
Agreement.

                                     -80-
<PAGE>
 
       "Consolidated Interest Expense" shall mean, for any period, total
interest expense (including that attributable to Capital Leases in accordance
with GAAP) of the Borrower and its Subsidiaries determined on a consolidated
basis with respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries, including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs (i.e., costs minus benefits) under Interest
                                    ----                                      
Rate Protection Agreements, but excluding, however, amortization of deferred
financing costs to the extent included in total interest expense, all as
determined on a consolidated basis, in each case net of the total interest
income (excluding non-cash interest income on investments issued with original
issue discount) of the Borrower and its Subsidiaries for such period, determined
on a consolidated basis.

       "Consolidated Net Income" shall mean, for any period, net after tax
income (or loss) of the Borrower and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP.

       "Consolidated Net Worth" shall mean, as at any date of determination, the
stockholders' equity of the Borrower (after deducting treasury stock) as
determined in accor dance with GAAP and as would be reflected on a consolidated
balance sheet of the Borrower prepared as of such date.

       "Contingent Obligations" shall mean as to any Person (i) any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(a) to purchase any such primary obligation or any prop erty constituting direct
or indirect security therefor, (b) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (c) to purchase property,
securities or services primarily for the pur pose of assuring the owner of any
such primary obligation of the ability of the primary obli gor to make payment
of such primary obligation or (d) otherwise to assure or hold harmless the owner
of such primary obligation against loss in respect thereof and (ii) any Interest
Rate Protection Agreement, Currency Agreement and Commodities Agreement;
provided, however, that the term Contingent Obligation shall not include
--------  -------                                                       
endorsements of instruments for deposit or collection in the ordinary course of
business.  The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

                                     -81-
<PAGE>
 
       "Credit Documents" shall mean this Agreement, the Notes and the
Subsidiary Guaranty.

       "Credit Event" shall mean the making of a Loan or the issuance of a
Letter of Credit.

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

       "Creditors" shall have the meaning provided in the Subsidiary Guaranty.

       "Currency Agreement" shall mean any foreign exchange contract, currency
swap agreement, futures contract, option contract, synthetic cap or other
similar agreement designed to protect the Persons entering into same against
fluctuations in currency values.

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

       "Deferred Repayment Amount" shall mean, with respect to any Reinvestment
Event, the aggregate amount that (i) would have been applied to repay the Loans
pursuant to Section 4.02(A)(b), (d) or (e) had not the Borrower delivered a
Reinvestment Notice and (ii) is not so applied to repay the Loans as a result of
being designated as an Anticipated Reinvestment Amount in such Reinvestment
Notice so delivered.

       "Designated Parties shall have the meaning provided in Section 9.04.

       "Dividends" shall have the meaning provided in Section 8.06.

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

       "Domestic Subsidiary" shall mean each Subsidiary of the Borrower incorpor
ated or organized in the United States or any state or territory thereof (other
than AMETEK (FSC) Inc.).

       "Eligible Assignee" shall have the meaning provided in Section 12.04(b).

       "Employee Benefit Plan" shall have the meaning provided in Section
5.01(i).

       "Employment Agreements" shall have the meaning provided in Section
5.01(i).

                                     -82-
<PAGE>
 
       "Environmental Claims" shall mean any and all administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigations or proceedings relating in any way to
any Environmental Law or any permit issued, or any approval given, under any
such Environmental Law (hereafter, "Claims"), including, without limitation, (a)
any and all Claims by governmental or regu latory authorities for enforcement,
cleanup, removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law, and (b) any and all Claims by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials arising from alleged injury
or threat of injury to health, safety or the environment.

       "Environmental Law" shall mean any applicable Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code, guideline, written policy
and rule of common law now or hereafter in effect and in each case as amended,
and any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent decree or judgment, relating to the
environment, health, safety or Hazardous Materials, including, without
limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, as amended,
33 U.S.C. (S) 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. (S) 7401
                   -- ----                                                      
et seq.; the Clean Air Act, 42 U.S.C. (S) 7401 et seq.; the Safe Drinking Water
-- ----                                        -- ----                         
Act, 42 U.S.C. (S) 3808 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. (S)
                        -- ----                                              
2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of
     -- ----                                                               
1986, 42 U.S.C. (S) 11001 et seq., the Hazardous Material Transportation Act, 49
                          -- ----                                               
U.S.C. (S) 1801 et seq.; the Occupational Safety and Health Act, 29 U.S.C. (S)
                -- ----                                                       
651 et seq.; and any applicable state and local or foreign counterparts or
    -- ----                                                               
equivalents.

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

       "ERISA Affiliate" shall mean each person (as defined in Section 3(9) of
ERISA) which together with the Borrower or any Subsidiary of the Borrower would
be deemed to be a "single employer" within the meaning of Section 414(b), (c),
(m) or (o) of the Code.

       "Eurodollar Loans" shall mean each Revolving Loan bearing interest at the
rates provided in Section 1.09(b).

       "Eurodollar Rate" shall mean with respect to each Interest Period, the
offered quotation to first-class banks in the London interbank Eurodollar market
by the Administrative Agent for Dollar deposits of amounts in same day funds
comparable to the

                                     -83-
<PAGE>
 
outstanding principal amount of the Eurodollar Loan of the Administrative Agent
for which an interest rate is then being determined (or, in the case of a
Competitive Bid Loan that is a Spread Borrowing priced by reference to the
Eurodollar Rate, the arithmetic average (rounded to the nearest 1/100 of 1%) of
the offered rates for deposits in Dollars for the applicable Interest Period (or
the period closest to such applicable Interest Period) which appear on Telerate
Screen 3740 or 3750) with maturities comparable to the Interest Period to be
applicable to such Loan, determined as of 10:00 A.M. (London time) on the date
which is two Business Days prior to the commencement of such Interest Period.

       "Event of Default" shall have the meaning provided in Section 9.

       "Existing Credit Agreement" shall have the meaning provided in the
Original Credit Agreement.

       "Existing Interest Rate Protection Agreements" shall have the meaning
provided in Section 6.23.

       "Existing Letters of Credit" shall mean all letters of credit issued by
PNC prior to the Original Effective Date for the account of the Borrower under
the Existing Credit Agreement as set forth as item 6 on Schedule VII hereto and
outstanding on the Restatement Effective Date and which are to remain
outstanding after the Restatement Effective Date solely as the obligation of
PNC.

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

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

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

       "Final Maturity Date" shall mean August 2, 2001.

       "Fixed Charge Coverage Ratio" for any period shall mean the ratio of (i)
Consolidated EBITDA for such period less all Capital Expenditures paid in cash
                                    ----                                      
during such period to (ii) Consolidated Fixed Charges for such period.

                                     -84-
<PAGE>
 
       "Foreign Pension Plan" means any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by the Borrower or any one or
more of its Subsidiaries primarily for the benefit of employees of the Borrower
or any such Subsidiary residing outside the United States of America, which
plan, fund or other similar program provides, or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

       "Foreign Subsidiaries" shall mean each Subsidiary of the Borrower which
is not a Domestic Subsidiary.

       "Foreign Subsidiary Guaranty" shall have the meaning provided in Section
7.13.

       "GAAP" shall mean generally accepted accounting principles in the United
States of America as in effect on the date of this Agreement; it being
understood and agreed that determinations in accordance with GAAP for purposes
of Section 8, including defined terms as used therein, are subject (to the
extent provided therein) to Section 12.07(a).

       "Hazardous Materials" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is friable, urea formaldehyde
foam insulation, transformers or other equipment that contained or contains,
electric fluid containing levels of polychlorinated biphenyls, and radon gas;
(b) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous waste," "hazardous materials,"
"extremely hazardous waste," "restricted hazardous waste," "toxic substances,"
"toxic pollutants," "contaminants," or "pollutants," or words of similar import,
under any applicable Environmental Law; and (c) any other chemical, material or
substance, exposure to which is prohibited, limited or regulated by any
Environmental Law.

       "Indebtedness" of any Person shall mean, without duplication, (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services payable to sellers thereof or any of such seller's
assignees which in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person, (iii) the Stated Amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder, (iv) all Indebtedness of a second Person secured by any
Lien on any property owned by such first Person, whether or not such
indebtedness has been assumed, (v) all Capitalized Lease Obligations of such
Person, (vi) all obligations of such Person to pay a specified purchase price
for goods or services whether or not delivered or accepted, i.e., take-or-pay
                                                            ----             
and similar obligations, and (vii) all Contingent Obligations of such Person,
provided that Indebtedness shall not include trade payables and accrued
--------                                                               
expenses, in each case arising in the ordinary course of business.

                                     -85-
<PAGE>
 
       "Insurance Proceeds" shall mean, with respect to any Recovery Event, the
aggregate cash payments received by the Borrower or any of its Subsidiaries in
respect of such Recovery Event (including any cash payments received in respect
of any condemnation award or the exercise of any power of eminent domain).

       "Intercompany Loan" shall have the meaning provided in Section 8.05(f).

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

       "Interest Period" shall mean (x) with respect to any Eurodollar Loan, the
interest period applicable thereto, as determined pursuant to Section 1.10 and
(y) with respect to any Competitive Bid Loan, the period beginning on the date
of incurrence thereof and ending on the stated maturity thereof.

       "Interest Rate Basis" shall mean the Eurodollar Rate and/or such other
basis for determining an interest rate as the Borrower and the Administrative
Agent may agree upon from time to time.

       "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, any interest rate cap agreement, any interest rate collar agreement
or any other similar agreement or arrangement designed to hedge the risks for a
Person with respect to, or otherwise manage, interest rates.

       "Joint Venture Investments" shall mean any investment, capital
contribution, advance, loan, or guaranty, or any other investment by the
Borrower or any of its Subsidi aries in a joint venture related to any business
permitted by Section 8.08.

       "Joint Venture Letter of Credit Outstandings" shall mean at any time the
aggregate amount of Letter of Credit Outstandings at such time in respect of
Letters of Credit issued on behalf of any Permitted Joint Venture.

       "Late Section 7.01 Financials" shall have the meaning provided in the
definition of Applicable Facility Fee Percentage set forth in this Section 10.

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

       "L/C Fee" shall have the meaning provided in Section 3.01(b).

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

                                     -86-
<PAGE>
 
       "Letter of Credit" shall have the meaning provided in Section 2.01(a).

       "Letter of Credit Issuer" shall mean (x) Chase and (y) with the consent
of the Administrative Agent and the Borrower, any other Bank, to the extent such
Bank agrees, in its sole discretion, to become a Letter of Credit Issuer for the
purpose of issuing Letters of Credit pursuant to Section 2.

       "Letter of Credit Outstandings" shall mean, at any time, the sum of,
without duplication, (i) the aggregate Stated Amount of all outstanding Letters
of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of all
Letters of Credit; provided, however, that for purposes of Sections 1.01,
                   --------  -------                                     
2.01(b)(i), 4.02(A)(a) and 4.02(B)(a), and the definitions of "Joint Venture
Letter of Credit Outstandings" and "Total Unutilized Commitment," in determining
the Letter of Credit Outstandings, the Stated Amount of any outstanding Trade
Letter of Credit denominated in an Approved Alternate Currency shall be deemed
to be an amount equal to 120% of the maximum available amount to be drawn under
such Trade Letter of Credit (regardless of whether any conditions for drawing
could then be met).

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

       "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the UCC or any similar recording or notice statute or any lease in the nature
thereof).

       "Loan" shall mean each Revolving Loan and each Competitive Bid Loan.

       "Management Agreements" shall have the meaning provided in Section
5.01(i).

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

       "Material Adverse Effect" shall mean a material adverse effect on the
business, operations, properties, assets, liabilities or condition (financial or
otherwise) of the Borrower and its Subsidiaries taken as a whole.

       "Material Subsidiary" shall mean any Domestic Subsidiary having gross
assets with a fair market value (reasonably determined by senior management of
the Borrower in good faith) of at least $3,000,000 and/or Consolidated EBITDA
for the last four fiscal quarters of at least $750,000 (for purposes of this
definition Consolidated EBITDA shall be calculated for such Subsidiary on a
stand-alone basis notwithstanding anything to the contrary

                                     -87-
<PAGE>
 
contained in the definition thereof or in any other definition used in the
calculation thereof); provided, however, that in any event the term Material
                      --------  -------                                     
Subsidiary shall include any Domestic Subsidiary which constitutes a
"Significant Subsidiary" under, and as defined in, the Senior Note Indenture
regardless of whether the above conditions are satisfied.

       "Maximum Initial Commitment" shall mean the maximum initial commitment to
purchase or lend against accounts receivable received by the Borrower in respect
of the Permitted Receivables Securitization Program.

       "Minimum Assignment Amount" shall mean, with respect to any assignment by
any Bank of its Loans or Commitment hereunder, an amount equal to $5,000,000.

       "Minimum Borrowing Amount" shall mean (i) in the case of Revolving Loans
maintained as (x) Base Rate Loans, $1,000,000 and (y) Eurodollar Loans,
$5,000,000 and (ii) in the case of Competitive Bid Loans denominated in (x)
Dollars, $10,000,000 and (y) Approved Alternate Currencies, the foreign currency
equivalent of $2,000,000 as determined in accordance with Section 12.07(d).

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

       "Multiemployer Plan" shall have the meaning provided in Section 6.12(a).

       "Net Cash Proceeds" shall mean, with respect to any Asset Sale, the Cash
Proceeds resulting therefrom net of (a) cash expenses of sale (including,
without limitation, payment of principal, premium and interest on Indebtedness
and other liabilities other than the Loans) and (b) taxes paid or payable as a
result thereof over and above the taxes which would otherwise have been payable
in the absence of such Asset Sale.

       "Net Equity Issuance Proceeds" shall mean the cash proceeds (net of
underwriting discounts and commissions and other reasonable costs associated
therewith) received from the sale of equity.

       "Net Insurance Proceeds" shall mean the Insurance Proceeds received by
the Borrower and/or its Subsidiaries with respect to any Recovery Event net of
reasonable costs and expenses associated therewith (including payment of
principal, premium and interest of Indebtedness other than the Loans, required
to be, and which is, repaid under the terms thereof as a result of such Recovery
Event).

       "New Bank" shall mean each Person listed on Schedule I which is not an
Original Bank.

                                     -88-
<PAGE>
 
       "Non-Facility Letter of Credit Agreement" shall mean the Credit
Agreement, dated August 2, 1995, entered into between PNC Bank, National
Association and the Borrower, in connection with the Non-Facility Letters of
Credit.

       "Non-Facility Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding Non-Facility Letters
of Credit and (ii) the aggregate amount of all Non-Facility Unpaid Drawings.

       "Non-Facility Letters of Credit" shall mean (i) each standby letter of
credit (other than any Standby Letter of Credit issued pursuant to this
Agreement) issued by PNC (including, without limitation, all Existing Letters of
Credit) for the account of the Borrower and for the benefit of any holder (or
any trustee, agent or other similar representative for any such holders) of
insurance obligations, workers compensation, bonding obligations in respect of
taxes, licenses and similar requirements or obligations in respect of
commodities purchased by the Borrower or any of its Subsidiaries in the ordinary
course of their respective businesses and not for speculative purposes (to the
extent consistent with the practices of the Borrower and its Subsidiaries prior
to the Original Effective Date), in each case of the Borrower or any of its
Subsidiaries, and other obligations of the Borrower or any of its Subsidiaries
permitted to be incurred under this Agreement and consented to by PNC and (ii)
each trade letter of credit (other than Trade Letters of Credit issued pursuant
to this Agreement) issued by PNC for the account of the Borrower and for the
benefit of sellers of goods to the Borrower or any of its Subsidiaries in
support of commercial transactions of the Borrower or any of its Subsidiaries.

       "Non-Facility Unpaid Drawings" shall mean all amounts disbursed by PNC
under any Non-Facility Letter of Credit until such amounts are reimbursed.

       "Note" shall have the meaning provided in Section 1.06(a).

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

       "Notice of Competitive Bid Borrowing" shall have the meaning provided in
Section 1.04(a).

       "Notice of Conversion" shall have the meaning provided in Section 1.07.

       "Notice Office" shall mean the office of the Administrative Agent at One
Chase Manhattan Plaza, New York, New York 10081, or such other office as the
Administrative Agent may designate in writing to the Borrower and the Banks from
time to time.

       "Notice of Prepayment" shall have the meaning set forth in Section 4.01.

                                     -89-
<PAGE>
 
       "Obligations" shall mean all amounts, direct or indirect, contingent or
absolute, of every type or description, and at any time existing, owing to the
Administrative Agent, any Co-Agent or any Bank pursuant to the terms of this
Agreement or any other Credit Document.

       "Original Banks" shall mean each Person which was a Bank under, and as
defined in, the Original Credit Agreement.

       "Original Credit Agreement" shall have the meaning provided in the
recitals of this Agreement.

       "Original Effective Date" shall mean the Effective Date under, and as
defined in, the Original Credit Agreement.

       "Original Loans" shall mean the Loans under, and as defined in, the
Original Credit Agreement.

       "Original Transaction" shall mean the Transaction under, and as defined
in, the Original Credit Agreement.

       "Participating Bank" shall have the meaning set forth in Section 2.02.

       "Payment Office" shall mean the office of the  Administrative Agent at
One Chase Manhattan Plaza, New York, New York 10081, or such other office as the
Administrative Agent may designate in writing to the Borrower and the Banks from
time to time.

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

       "Pension Plan Refund" shall mean any cash payments (net of reasonable
costs associated therewith, including income, excise and other taxes payable
thereon) received by the Borrower and/or any of its Subsidiaries from any return
of any surplus assets from any single Plan (other than any such refund the cash
payment received with respect to which, when added to the cash payments received
from all other such refunds from any such Plan in the same fiscal year as such
refund, does not exceed $400,000).

       "Percentage" shall mean at any time for each Bank, the percentage
obtained by dividing such Bank's Commitment by the Total Commitment, provided
                                                                     --------
that if the Total Commitment has been terminated, the Percentage of each Bank
shall be determined by dividing such Bank's Commitment immediately prior to such
termination by the Total Commitment immediately prior to such termination.

                                     -90-
<PAGE>
 
       "Permitted Acquisition" shall have the meaning set forth in Section
8.01(i).

       "Permitted Acquisition Amount" shall have the meaning set forth in
Section 8.01(i).

       "Permitted AMETEK Italia Acquisition" shall mean the acquisition by
AMETEK Italia of a business involving the design, manufacture and/or sale of
motors, effected in compliance with the terms and conditions of Section 8.01(i).

       "Permitted AMETEK Italia Debt" shall mean Indebtedness of AMETEK Italia
denominated in Dollars, Italian Lira or German Deutsche Marks, the proceeds of
which are used to finance working capital requirements of AMETEK Italia and/or
to make Capital Expenditures in the ordinary course of its business, provided
                                                                     --------
that (A) no such Indebtedness shall be guaranteed by the Borrower or any of its
Subsidiaries, (B) any such Indebtedness shall be non-recourse to the Borrower
and its Subsidiaries (other than AMETEK Italia) and (C) no Permitted AMETEK
Italia Debt may be incurred or assumed which contains any provision in the
documents governing or evidencing the same which, in the reasonable opinion of
the Administrative Agent, would permit a default or event of default to occur
under such Permitted AMETEK Italia Debt based upon the occurrence of a Default
or Event of Default under this Agreement unless any such Event of Default has
resulted in an acceleration under this Agreement.  It is understood and agreed
that the aggregate Dollar amount of Permitted AMETEK Italia Debt outstanding at
any time shall be determined at the spot exchange rate for the currency in
question at such time of determination.  The incurrence of Permitted AMETEK
Italia Debt shall be deemed to be a representation and warranty by the Borrower
that all conditions thereto have been satisfied and that same is permitted in
accordance with the terms of this Agreement, which representation and warranty
shall be deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, Sections 5.02 and 9.

       "Permitted Captive Insurance Investments" shall mean any investments
currently held by the Captive Insurance Subsidiary and any other investment made
by the Captive Insurance Subsidiary in compliance with the applicable laws and
regulations governing the Captive Insurance Subsidiary in its capacity as a
captive insurance entity.

       "Permitted Commodities Agreement" shall mean any Commodities Agreement
entered into in the ordinary course of business by the Borrower and/or any of
its Subsidiaries and not for speculative purposes, to the extent consistent with
the practices of the Borrower and its Subsidiaries prior to the Original
Effective Date.

       "Permitted Currency Agreement" shall mean any Currency Agreement entered
into in the ordinary course of business by the Borrower or any Subsidiary of the
Borrower

                                     -91-
<PAGE>
 
and not for speculative purposes, to the extent consistent with the practices of
the Borrower and its Subsidiaries prior to the Original Effective Date.

       "Permitted Earn-Out Debt" shall mean Indebtedness of the Borrower or any
of its Subsidiaries incurred in connection with a Permitted Acquisition and in
accordance with Section 8.01(i), which Indebtedness is not secured by any assets
of the Borrower or any of its Subsidiaries (including, without limitation, the
assets so acquired) and is only payable by the Borrower and its Subsidiaries in
the event certain future performance goals are achieved with respect to the
assets acquired; provided that, such Indebtedness shall only constitute
                 --------                                              
Permitted Earn-Out Debt to the extent the terms of such Indebtedness expressly
limit the maximum potential liability of the Borrower and its Subsidiaries with
respect thereto and all such other terms shall be in form and substance
reasonably satisfactory to the Administrative Agent.

       "Permitted Existing Indebtedness" shall have the meaning provided in
Section 6.18.

       "Permitted Existing Indebtedness Agreements" shall have the meaning
provided in Section 5.01(i).

       "Permitted Existing Investments" shall mean the investments held by the
Borrower and its Subsidiaries as of the Original Effective Date and listed on
Schedule IX hereto, but only to the respective date, if any, set forth on such
Schedule IX for the liquidation of any such Permitted Existing Investment.

       "Permitted Foreign Investments" shall mean, with respect to any Foreign
Subsidiary, (i) government obligations of the country of such Foreign
Subsidiary's organization, in each case with maturities of not greater than one
year and (ii) investments by such Foreign Subsidiary in banks or other financial
institutions that are not otherwise provided for in the definition of Cash
Equivalents to the extent necessitated by commercial trade requirements or due
to a lack of approved bank investment alternatives as individually approved by a
Senior Financial Officer of the Borrower, in each case, with maturities of less
than six months.

       "Permitted Foreign Subsidiary WC Debt" shall mean Indebtedness of a
Foreign Subsidiary (other than AMETEK Italia) the proceeds of which are used to
finance working capital requirements of such Foreign Subsidiary, provided that
                                                                 --------     
(A) no such Indebtedness shall be guaranteed by the Borrower or any of its
Subsidiaries (other than other Foreign Subsidiaries, except for AMETEK Italia),
(B) any such Indebtedness shall be non-recourse to the Borrower and its
Subsidiaries (other than other Foreign Subsidiaries, except for AMETEK Italia),
and (C) no Permitted Foreign Subsidiary WC Debt may be incurred or assumed which
contains any provision in the documents governing or evidencing the same

                                     -92-
<PAGE>
 
which, in the reasonable opinion of the Administrative Agent, would permit a
default or event of default to occur under such Permitted Foreign Subsidiary WC
Debt based upon the occurrence of a Default or Event of Default under this
Agreement unless any such Event of Default has resulted in an acceleration under
this Agreement.  It is understood and agreed that the aggregate Dollar amount of
Permitted Foreign Subsidiary WC Debt outstanding at any time shall be determined
at the spot exchange rate for the currency in question at such time of
determination.  The incurrence of Permitted Foreign Subsidiary WC Debt shall be
deemed to be a representation and warranty by the Borrower that all conditions
thereto have been satisfied and that same is permitted in accordance with the
terms of this Agreement, which representation and warranty shall be deemed to be
a representation and warranty for all purposes hereunder, including, without
limitation, Sections 5.02 and 9.

       "Permitted Interest Rate Protection Agreements" shall mean any Interest
Rate Protection Agreement entered into in the ordinary course of business by the
Borrower or any Subsidiary of the Borrower and not for speculative purposes with
respect to Indebtedness permitted under Sections 8.03(a), (i) or (j), to the
extent consistent with the practices of the Borrower and its Subsidiaries prior
to the Original Effective Date.

       "Permitted Joint Venture" shall mean any Person engaged in business of
the type described in Section 8.08 of which the Borrower shall own, directly or
indirectly, 50% or more, but less than 100%, of the equity and voting interests
and another Person (or group of Persons which acts together in relation to such
Permitted Joint Venture) owns the remaining equity and voting interests.

       "Permitted Liens" shall have the meaning provided in Section 8.02(d).

       "Permitted Line of Business Sale" shall have the meaning provided in
Section 8.02(f).

       "Permitted Materials" shall have the meaning provided in Section 6.15(c).

       "Permitted Receivables Program Transaction Date" shall mean the date of
the initial consummation of the Permitted Receivables Securitization
Transaction.

       "Permitted Receivables Securitization Program" shall mean a receivables
securitization program pursuant to which the Borrower or any of its Subsidiaries
sells or grants a security interest in its accounts receivable or an undivided
interest therein, provided that (i) the aggregate principal or invested amount
                  --------                                                    
outstanding at any time thereunder shall not exceed $50,000,000 and (ii) the
recourse of the purchaser or lender thereunder, as the case may be, for losses
resulting from an obligor's failure to pay a receivable due to credit problems
is limited to such accounts receivable or an interest therein, and the
collections

                                     -93-
<PAGE>
 
thereof (it being understood and agreed that recourse to the Borrower and its
Subsidiaries pursuant to Standard Securitization Undertakings shall be
permitted).

       "Permitted Receivables Securitization Transaction" shall mean the
consummation of the Permitted Receivables Securitization Program and related
transactions in accordance with the requirements of Sections 8.01(j) and 8.03(q)
and the component definitions as used therein.

       "Permitted Refinancing Debt" shall mean Indebtedness incurred by the
Borrower, the proceeds of which are used to refinance the Senior Notes or
previously issued Permitted Refinancing Debt, so long as (i) at the time of
incurrence thereof (both before and after giving effect thereto) no Default or
Event of Default then exists, (ii) the aggregate principal amount of such
Permitted Refinancing Debt does not exceed the aggregate principal amount of
Senior Notes or Permitted Refinancing Debt then outstanding, (iii) the interest
rate on such Permitted Refinancing Debt is no greater than the interest rate on
the Senior Notes or the Permitted Refinancing Debt so refinanced, (iv) the final
maturity of such Permitted Refinancing Debt is no earlier than the final
maturity of the Senior Notes or the Permitted Refinancing Debt so refinanced,
(v) there shall be no scheduled amortization payments on the Permitted
Refinancing Debt prior to March 31, 2004, (vi) no payment or make-whole premium
or any other similar fee is paid in connection with the refinancing of the
Senior Notes or the Permitted Refinancing Debt so refinanced except the payment
of a premium, if any, up to the amount set forth in the Senior Note Documents as
in effect on the Original Effective Date, (vii) concurrently with the issuance
thereof, all proceeds thereof shall be deposited with the trustee for the
payment of all or a portion of the Senior Notes or the Permitted Refinancing
Debt so refinanced and (viii) all of the documents evidencing or governing the
terms of such Permitted Refinancing Debt are delivered to the Banks prior to the
incurrence of the Permitted Refinancing Debt and all of the other terms and
conditions thereof, including the covenants, amortization schedules, interest
rate, redemption provisions, maturity, defaults and remedies are in form and
substance satisfactory to, and approved in writing by, the Administrative Agent
and the Required Banks.

       "Permitted Senior Note Repurchase" shall mean the redemption, repurchase
or retirement of any Senior Notes or Permitted Refinancing Debt so long as no
Default or Event of Default then exists at such time or would result therefrom.

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

       "Plan" shall mean any multiemployer or single-employer plan as defined in
Section 4001 of ERISA, which is maintained or contributed to by (or to which
there is an obligation to contribute of), any Credit Party or any of its
Subsidiaries or any ERISA

                                     -94-
<PAGE>
 
Affiliate, and each such plan for the five year period immediately following the
latest date on which any Credit Party or any such Subsidiary or any ERISA
Affiliate maintained, contributed to or had an obligation to contribute to such
plan.

              "PNC" shall mean PNC Bank, National Association, and any successor
corporation thereto by merger, consolidation or otherwise.

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

              "Projections" shall have the meaning provided in Section 6.10(e).

              "RCRA" shall mean the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. (S) 6901 et seq.
                            -- ----

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

              "Recovery Event" shall mean the receipt by the Borrower or any of
its Subsidiaries of any Insurance Proceeds payable by reason of theft, physical
destruction or damage or any other similar event (including as a result of any
condemnation proceeding or the exercise of the power of eminent domain) with
respect to any properties or assets of the Borrower or any of its Subsidiaries.

              "Register" shall have the meaning provided in Section 1.06(d).

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

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

              "Reinvestment Assets" shall mean, with respect to any Asset Sale
or the receipt of any Net Insurance Proceeds from a Recovery Event, assets to be
employed in, and/or the capital stock of any Person engaged in, the types of
businesses permitted in Section 8.08.

                                     -95-
<PAGE>
 
              "Reinvestment Event" shall mean the consummation of any Asset
Sale, the receipt of any Pension Plan Refund or the receipt of any Net Insurance
Proceeds from a Recovery Event, in each case to the extent the Borrower has
delivered, in connection therewith, a Reinvestment Notice as permitted by
Section 4.02(A)(b), (d) or (e), as the case may be.

              "Reinvestment Notice" shall mean a written notice signed by an
Authorized Officer of the Borrower stating that the Borrower, in good faith,
intends and expects to use (directly or through its Subsidiaries) (i) within a
period of not in excess of 12 months all or a specified portion of the Net Cash
Proceeds of an Asset Sale or the Net Insurance Proceeds of a Recovery Event, as
the case may be, to restore, purchase, construct or otherwise acquire
Reinvestment Assets or (ii) within a period of not in excess of 24 months all or
a specified portion of any Pension Plan Refund to fund a replacement Plan in
accordance with Section 4980 of the Code.

              "Reinvestment Prepayment Amount" shall mean with respect to any
Reinvestment Event, the Deferred Repayment Amount relating thereto less, (x) in
                                                                   ----        
connection with any Asset Sale or the receipt of any Net Insurance Proceeds any
amount expended by the Affected Company prior to the Reinvestment Prepayment
Date applicable thereto, in furtherance of the restoration, purchase,
construction or other acquisition of Reinvestment Assets or (y) in connection
with the receipt of any Pension Plan Refund, any amount expended by the Affected
Company prior to the Reinvestment Prepayment Date applicable thereto, in funding
a replacement Plan in accordance with Section 4980 of the Code; provided,
                                                                -------- 
however, in calculating the Reinvestment Prepayment Amount in accordance with
-------                                                                      
this clause (y), any such amount expended and deducted from the Reinvestment
Prepayment Amount in connection with any Reinvestment Event shall not be
deducted in calculating the Reinvestment Prepayment Amount in connection with
any other Reinvestment Event.

              "Reinvestment Prepayment Date" shall mean, with respect to any
Reinvestment Event, the earliest of (i) the date, if any, upon which the
Administrative Agent, on behalf of the Required Banks, shall have delivered a
written termination notice to the Borrower, provided that such notice may only
                                            --------                          
be given while an Event of Default exists, (ii) the date occurring (x) 12 months
after such Reinvestment Event to the extent resulting from an Asset Sale or the
receipt of Net Insurance Proceeds or (y) 24 months after such Reinvestment Event
to the extent resulting from the receipt of any Pension Plan Refund and (iii)
the date on which the Affected Company shall have determined not to, or shall
have otherwise ceased to, (x) proceed with the restoration, purchase,
construction or other acquisition of Reinvestment Assets in connection with such
Reinvestment Event to the extent resulting from an Asset Sale or the receipt of
Net Insurance Proceeds or (y) proceed with the funding of a replacement Plan in
accordance with Section 4980 of the Code in connection with such Reinvestment
Event to the extent resulting from the receipt of a Pension Plan Refund.

                                     -96-
<PAGE>
 
              "Release" shall mean disposing, discharging, injecting, spilling,
leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing,
releasing, pumping, injecting, depositing, dispersing, migrating and the like,
into or upon land or water or air, or otherwise entering into the indoor or
outdoor environment or into or out of any Real Property, including the movement
of Hazardous Materials through or in the air, soil, surface water, ground water
or property.

              "Replaced Bank" shall have the meaning provided in Section 1.14.

              "Replacement Bank" shall have the meaning provided in Section
1.14.

              "Reply Date" shall have the meaning provided in Section 1.04(b).

              "Reportable Event" shall mean an event described in Section
4043(b) of ERISA with respect to a Plan as to which the 30-day notice
requirement has not been waived by the PBGC.

              "Required Banks" shall mean Banks whose outstanding Commitments
(or, if after the Total Commitment has been terminated, outstanding Loans and an
amount equal to their Percentages of Letter of Credit Outstandings, at such
time) constitute at least a majority of the Total Commitment (or, if after the
Total Commitment has been terminated, the total outstanding Loans and an amount
equal to the aggregate Percentages of all Banks of Letter of Credit Outstandings
at such time).

              "Required Delivery Date" shall have the meaning provided in the
definition of Applicable Facility Fee Percentage set forth in this Section 10.

              "Restatement Effective Date" shall have the meaning provided in
Section 12.10.

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

              "Rights Agreement" shall mean the Rights Agreement, dated as of
July 26, 1989 between the Borrower and The Chase Manhattan Bank, as rights agent
thereunder, as amended, modified or supplemented from time to time.

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

              "Scheduled Commitment Reduction" shall have the meaning provided
in Section 3.03(b).

                                     -97-
<PAGE>
 
              "Scheduled Commitment Reduction Date" shall have the meaning
provided in Section 3.03(b).

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

              "Section 7.01 Financials" shall mean the financial statements
delivered, or to be delivered, pursuant to Section 7.01(a) or (b).

              "Senior Financial Officer" of any Person shall mean the Chief
Financial Officer and any other senior financial officer of such Person
designated as such in writing to the Administrative Agent by the Chief Financial
Officer of such Person.

              "Senior Note Documents" shall mean the Senior Notes, the Senior
Note Indenture and all other documents and agreements entered into in connection
therewith.

              "Senior Note Indenture" shall mean the Indenture, dated as of
March 15, 1994, among the Borrower and Corestates Bank, N.A., as trustee, as in
effect on the Effective Date and as amended, modified or supplemented from time
to time in accordance with the terms hereof and thereof.

              "Senior Notes" shall mean the $150,000,000 aggregate principal
amount of the Borrower's Senior Notes due 2004, as in effect on the Original
Effective Date and as amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

              "Shareholders' Agreements" shall have the meaning provided in
Section 5.01(i).

              "Spread" shall mean a percentage per annum in excess of, or less
than, an Interest Rate Basis.

              "Spread Borrowing" shall mean a Competitive Bid Borrowing with
respect to which the Borrower has requested the Banks to make Competitive Bid
Loans at a Spread over or under a specified Interest Rate Basis.

              "Standard Securitization Undertakings" means representations,
warranties, covenants, indemnities and such other obligations of the Borrower or
any of its Subsidiaries in connection with the Permitted Receivables
Securitization Program which are customary in an off-balance-sheet accounts
receivable transaction.

                                     -98-
<PAGE>
 
              "Standby Letter of Credit" shall have the meaning set forth in
Section 2.01(a).

              "Stated Amount" of each letter of credit (including any Letter of
Credit issued hereunder) shall mean the maximum amount available to be drawn
thereunder (regardless of whether any conditions for drawing could then be met);
provided, however, for purposes of Sections 2.01(b)(i) and 2.01(b)(viii) the
--------  -------
Stated Amount of any Trade Letter of Credit denominated in an Approved Alternate
Currency shall be an amount equal to 120% of the maximum available amount to be
drawn thereunder (regardless of whether any conditions for drawing could then be
met).

              "Stock Option Plans" shall mean the 1981 Employees' Non-Qualified
Stock Option and Stock Appreciation Rights Plan of AMETEK, Inc., as amended; the
1983 Employees' Incentive Stock Option Plan of AMETEK, Inc., as amended; the
1987 Employees' Stock Incentive Plan of AMETEK, Inc., as amended; the 1991 Stock
Incentive Plan of AMETEK, Inc., as amended; and any similar replacement or other
plans which provide for stock options, restricted stock awards, stock
appreciation rights, phantom stock awards and other similar options, awards and
rights established by the Borrower after the Restatement Effective Date.

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

              "Subsidiary Guarantor" shall mean each of (i) each Domestic
Subsidiary of the Borrower existing on the Restatement Effective Date and 
(ii) such other Subsidiaries of the Borrower that become a Subsidiary Guarantor
by executing and delivering to the Administrative Agent, a counterpart of a
Subsidiary Guaranty.

              "Subsidiary Guaranty" shall have the meaning provided in Section
5.01(g), and shall also include any Foreign Subsidiary Guaranty when executed
and delivered in accordance with the terms hereof.

              "Tax Sharing Agreements" shall have the meaning provided in
Section 5.01(i).

              "Taxes" shall have the meaning provided in Section 4.04.

                                     -99-
<PAGE>
 
              "Test Period" shall mean the four consecutive fiscal quarters of
the Borrower then last ended.

              "Total Commitment" shall mean the sum of the Commitments of each
of the Banks.

              "Total Unutilized Commitment" shall mean, at any time, the excess,
if any, of (i) the Total Commitment over (ii) the sum of (x) the outstanding
principal amount of all Loans plus (y) the Letter of Credit Outstandings, in
each case at such time.

              "Trade Letter of Credit" shall have the meaning set forth in
Section 2.01(a).

              "Transaction" shall mean the (i) amendment and restatement of the
Original Credit Agreement and related guaranty as provided herein and (ii) the
incurrence of Loans and issuance of Letters of Credit, if any, on the
Restatement Effective Date.

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

              "UCC" shall mean the Uniform Commercial Code.

              "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
the Plan as of the close of its most recent plan year, determined in accordance
with Statement of Financial Accounting Standards No. 35, based upon the
actuarial assumptions used by the Plan's actuary in the most recent annual
valuation of the Plan, exceeds the fair market value of the assets allocable
thereto, determined in accordance with Treasury Regulations Section 1.412(c)(2)-
1(c)(1).

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

              "Voting Stock" shall mean the shares of capital stock and any
other securities of any Person entitled to vote generally for the election of
directors of such Person or any other securities (including, without limitation,
rights and options), convertible into, exchangeable into or exercisable for, any
of the foregoing (whether or not presently exercisable, convertible or
exchangeable).

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

                                     -100-
<PAGE>
 
              "Written" or "in writing" shall mean any form of written
communication or a communication by means of telex, telecopier device, telegraph
or cable.

              SECTION 11.  The Administrative Agent, Co-Agents, etc.
                           ----------------------------------------- 

              11.01  Appointment.  Each Bank hereby irrevocably designates and
                     -----------                                              
appoints Chase as Administrative Agent, and each of Bank of Montreal, Corestates
Bank, N.A. and PNC, as a Co-Agent, for such Bank to act as specified herein and
in the other Credit Documents, and each such Bank hereby irrevocably authorizes
Chase as the Administrative Agent, and Bank of Montreal, Corestates Bank, N.A.
and PNC as Co-Agents, for such Bank, to take such action on its behalf under the
provisions of this Agreement and the other Credit Documents and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent or the Co-Agents, as the case may be, by the terms of this Agreement and
the other Credit Documents, together with such other powers as are reasonably
incidental thereto.  The Administrative Agent and the Co-Agents each agree to
act as such upon the express conditions contained in this Section 11.
Notwithstanding any provision to the contrary elsewhere in this Agreement,
neither the Administrative Agent nor the Co-Agents shall have any duties or
responsibilities, except those expressly set forth herein or in the other Credit
Documents, or any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Administrative Agent
or any Co-Agent. The provisions of this Section 11 are solely for the benefit of
the Administrative Agent, the Co-Agents and the Banks, and neither the Borrower
nor any of its Subsidiaries shall have any rights as a third party beneficiary
of any of the provisions hereof.  In performing its functions and duties under
this Agreement, the Administrative Agent and the Co-Agents each shall act solely
as agent of the Banks and the Administrative Agent and the Co-Agents each do not
assume and shall not be deemed to have assumed any obligation or relationship of
agency or trust with or for the Borrower or any of its Subsidiaries.

              11.02  Delegation of Duties.  The Administrative Agent and the Co-
                     --------------------
Agents each may execute any of its duties under this Agreement or any other
Credit Document by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent and the Co-Agents each shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care except to the extent otherwise required by Section 11.03.

              11.03  Exculpatory Provisions.  Neither the Administrative Agent
                     ----------------------
nor any Co-Agent nor any of their respective officers, directors, employees,
agents, attorneys-in-fact or affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement (except for its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Banks for any recitals, statements, representations or warranties made by
the Borrower or any of

                                     -101-
<PAGE>
 
its Subsidiaries or any of their respective officers contained in this
Agreement, any other Credit Document or in any certificate, report, statement or
other document referred to or provided for in, or received by the
Administrative Agent and/or any Co-Agent under or in connection with, this
Agreement or any other Credit Document or for any failure of the Borrower or any
of its Subsidiaries or any of their respective officers to perform its 
obligations hereunder or thereunder. Neither the Administrative Agent nor any 
Co-Agent shall be under any obligation to any Bank to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement, or to inspect the properties, books or records of
the Borrower or any of its Subsidiaries. Neither the Administrative Agent nor
any Co-Agent shall be responsible to any Bank for the effectiveness,
genuineness, validity, enforceability, collectibility or sufficiency of this
Agreement or any Credit Document or for any representations, warranties,
recitals or statements made herein or therein or made in any written or oral
statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made by the Administrative Agent and/or any Co-Agent to the Banks
or by or on behalf of the Borrower or any of its Subsidiaries to the
Administrative Agent and/or any Co-Agent or any Bank or be required to ascertain
or inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to the use
of the proceeds of the Loans or of the existence or possible existence of any
Default or Event of Default.

              11.04  Reliance by the Administrative Agent, Co-Agents, etc.  The
                     -----------------------------------------------------     
Administrative Agent and the Co-Agents each shall be entitled to rely, and shall
be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Credit Parties), independent accountants and
other experts selected by the Administrative Agent and/or any such Co-Agent.
The Administrative Agent and the Co-Agents each shall be fully justified in
failing or refusing to take any action under this Agreement or any other Credit
Document unless it shall first receive such advice or concurrence of the
Required Banks as it deems appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action.  The
Administrative Agent and the Co-Agents each shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Credit Documents in accordance with a request of the Required Banks, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Banks.

              11.05  Notice of Default.  Neither the Administrative Agent nor
                     -----------------
any Co-Agent shall be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default hereunder unless it has received notice from a
Bank or the Borrower or any other

                                     -102-
<PAGE>
 
Credit Party referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default".  In the event
that the Administrative Agent or a Co-Agent receives such a notice, it shall
give prompt notice thereof to the Banks.  The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Banks, provided that unless and until the
                                           --------                          
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Banks.

              11.06  Non-Reliance on Administrative Agent, Co-Agents and Other
                     --------------------------------------------------------- 
Banks. Each Bank expressly acknowledges that neither the Administrative Agent
-----
nor any Co-Agent nor any of their respective officers, directors, employees,
agents, attorneys-in-fact or affiliates have made any representations or
warranties to it and that no act by the Administrative Agent or any Co-Agent
hereinafter taken, including any review of the affairs of the Borrower or any of
its Subsidiaries, shall be deemed to constitute any representation or warranty
by the Administrative Agent or any Co-Agent to any Bank. Each Bank represents to
the Administrative Agent and the Co-Agents that it has, independently and
without reliance upon the Administrative Agent or any Co-Agent or any other
Bank, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, assets,
operations, property, financial and other conditions, prospects and
creditworthiness of the Credit Parties and made its own decision to make its
Loans, and participate in Letters of Credit, hereunder and enter into this
Agreement. Each Bank also represents that it will, independently and without
reliance upon the Administrative Agent or any Co-Agent or any other Bank, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement, and to make such investigation
as it deems necessary to inform itself as to the business, assets, operations,
property, financial and other conditions, prospects and creditworthiness of the
Credit Parties. Neither the Administrative Agent nor any Co-Agent shall have any
duty or responsibility to provide any Bank with any credit or other information
concerning the business, operations, assets, property, financial and other
conditions, prospects or creditworthiness of any Credit Party which may come
into the possession of the Administrative Agent or such Co-Agent or any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates.

              11.07  Indemnification.  The Banks agree to indemnify each of the
                     ---------------                                           
Administrative Agent and each Co-Agent in its capacity as such ratably according
to their respective "percentages" as used in determining the Required Banks at
such time (or if the Total Commitment has been terminated and all Loans have
been repaid, their respective "percentages" used in determining the Required
Banks immediately prior to such termination and repayment), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, reasonable expenses or disbursements of any kind

                                     -103-
<PAGE>
 
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Obligations) be imposed on, incurred by or asserted
against the Administrative Agent or such Co-Agent in its capacity as such in any
way relating to or arising out of this Agreement or any other Credit Document,
or any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by the
Administrative Agent or such Co-Agent under or in connection with any of the
foregoing, but only to the extent that any of the foregoing is not paid by the
Borrower or any of its Subsidiaries, provided that no Bank shall be liable to
                                     --------                                
the Administrative Agent or any Co-Agent for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the gross negligence or
willful misconduct of the Administrative Agent or such Co-Agent, as the case may
be.  If any indemnity furnished to the Administrative Agent or any Co-Agent for
any purpose shall, in the opinion of the Administrative Agent or such Co-Agent,
be insufficient or become impaired, the Administrative Agent or such Co-Agent
may call for additional indemnity and cease, or not commence, to do the acts
indemnified against until such additional indemnity is furnished. The agreements
in this Section 11.07 shall survive the payment of all Obligations.

              11.08  Individual Capacity.  The Administrative Agent and each Co-
                     -------------------
Agent and their respective affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower or any of its
Subsidiaries as though the Administrative Agent or such Co-Agent were not the
Administrative Agent or a Co-Agent hereunder. With respect to the Loans made by
it and all Obligations owing to it, the Administrative Agent and each Co-Agent
shall have the same rights and powers under this Agreement as any Bank and may
exercise the same as though it were not the Administrative Agent or a Co-Agent
and the terms "Required Banks," "Bank" and "Banks" shall include the
Administrative Agent and each Co-Agent in its individual capacity.

              11.09  Resignation; Successors.  The Administrative Agent and/or
                     -----------------------
each Co-Agent may resign as the Administrative Agent or a Co-Agent, as the case
may be, upon 20 days' notice to the Banks. To the extent not prohibited by law,
the Administrative Agent shall send a copy of any such resignation notice to the
Borrower. Upon the resignation of the Administrative Agent (including in its
capacity as a Co-Agent), the Required Banks shall appoint from among the Banks a
successor Administrative Agent for the Banks subject to prior approval by the
Borrower (such approval not to be unreasonably withheld), whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term "Administrative Agent" shall include such
successor agent effective upon its appointment, and the resigning Administrative
Agent's rights, powers and duties as the Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement. After the retiring
Administrative Agent's resignation hereunder as the Administrative Agent, the

                                     -104-
<PAGE>
 
provisions of this Section 11 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this
Agreement.  In the event no successor Administrative Agent has been appointed by
the end of such 20 day period, the resignation of the Administrative Agent shall
become effective and the Required Banks shall perform the duties of the
Administrative Agent until a successor Administrative Agent is appointed.

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

              SECTION 12.  Miscellaneous.
                           ------------- 

              12.01  Payment of Expenses, etc.  The Borrower agrees to: 
                     ------------------------
(i) whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the negotiation, preparation, execution and delivery of the
Credit Documents and the documents and instruments referred to therein and any
amendment, waiver or consent relating thereto (including, without limitation,
the reasonable fees and disbursements of White & Case and any consultants
retained by the Administrative Agent) and in connection with the Administrative
Agent's syndication efforts with respect to this Agreement; (ii) pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent and each
of the Banks in connection with the enforcement of the Credit Documents and the
documents and instruments referred to therein (including, without limitation,
the reasonable fees and disbursements of counsel for the Administrative Agent
and for each of the Banks); (iii) pay and hold each of the Banks harmless from
and against any and all present and future stamp and other similar taxes with
respect to the foregoing matters and save each of the Banks harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to such Bank) to pay such taxes;
and (iv) indemnify the Administrative Agent, each Co-Agent and each Bank, their
respective officers, directors, employees, representatives and agents (each, an
"indemnified person") from and hold each of them harmless against any and all
losses, liabilities, claims, damages or expenses incurred by any of them as a
result of, or arising out of, or in any way related to, or by reason of,
regardless of when any such indemnified matter arises, (a) any investigation,
litigation or other proceeding (whether or not the Administrative Agent, any Co-
Agent or any Bank is a party thereto and whether or not any such investigation,
litigation or other proceeding is between or among the Administrative Agent, any
Co-Agent, any Bank, any Credit Party or any third Person or

                                     -105-
<PAGE>
 
otherwise) related to the entering into and/or performance of any Credit
Document or the use of the proceeds of any Loans or Letter of Credit hereunder
or any other aspect of the Transaction or the consummation of any other
transactions contemplated in any Credit Document, (b) any settlement entered
into in connection with the foregoing to the extent such settlement has been
consented to by the Borrower, which consent shall not be unreasonably withheld
or (c) the actual or alleged presence, generation or Release of Hazardous
Materials on or from, or the transportation of Hazardous Materials to or from,
any Real Property owned or operated at any time by the Borrower or any of its
Subsidiaries, the non-compliance of any such Real Property with foreign,
federal, state and local laws, regulations, and ordinances (including applicable
permits thereunder) applicable to any such Real Property, or any Environmental
Claim with respect to the Borrower or any of its Subsidiaries or any such Real
Property, in each case including, without limitation, the reasonable fees and
disbursements of counsel and other consultants incurred in connection with any
such investigation, litigation, Environmental Claim or any of such Credit
Party's acts, omissions, business, operations or Real Property, or other
proceeding (but excluding any such losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the indemnified person).  To the extent that the undertaking to
indemnify and hold harmless set forth in this Section 12.01 may be unenforceable
because it is violative of any law or public policy as determined by a final
judgment of a court of competent jurisdiction, the Borrower shall make the
maximum contribution to the payment and satisfaction of each of the liabilities
giving rise to claims under the indemnification provisions of this 12.01 which
is permissible under applicable law.

              12.02  Right of Setoff.  In addition to any rights now or
                     ---------------
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, each
Bank is hereby authorized at any time or from time to time, without presentment,
demand, protest or other notice of any kind to the Borrower or any of its
Subsidiaries or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by such Bank
(including, without limitation, by branches and agencies of such Bank wherever
located) to or for the credit or the account of the Borrower or any of its
Subsidiaries against and on account of the Obligations and liabilities of the
Borrower or any of its Subsidiaries to such Bank under this Agreement or under
any of the other Credit Documents, including, without limitation, all interests
in Obligations of the Borrower purchased by such Bank pursuant to Section
12.06(b), and all other claims of any nature or description arising out of or
connected with this Agreement or any other Credit Document, irrespective of
whether or not such Bank shall have made any demand hereunder and although said
Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured. Each Bank shall promptly notify the Borrower in writing after
exercising any of its rights pursuant to this Section 12.02.

                                     -106-
<PAGE>
 
              12.03  Notices.  Except as otherwise expressly provided herein,
                     -------
all notices and other communications provided for hereunder shall be in writing
and mailed, telegraphed, telexed, telecopied, cabled or delivered, if to the
Borrower, at the address specified opposite its signature below; if to any Bank,
at its address specified for such Bank specified on Part B of Schedule I hereto;
if to the Administrative Agent, at its Notice Office; or, at such other address
as shall be designated by any party in a written notice to the other parties
hereto. All such notices and communications shall be mailed, telegraphed,
telexed, telecopied, or cabled or sent by overnight courier, and shall be
effective when received.

              12.04  Benefit of Agreement.  (a) This Agreement shall be binding
                     --------------------
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided that the Borrower may not assign or
                                   --------
transfer any of its rights or obligations hereunder (except as expressly
provided herein) without the prior written consent of the Banks. Each Bank may
at any time grant participations in any of its rights hereunder or under any of
the Notes to a Person that is a commercial bank, other financial institution,
mutual fund or "Accredited Investor" as such term is defined in Regulation D of
the Securities Act of 1933, as amended, provided that in the case of any such
                                        --------
participation, the participant shall not have any rights under this Agreement or
any of the other Credit Documents (the participant's rights against such Bank
in respect of such participation to be those set forth in the agreement executed
by such Bank in favor of the participant relating thereto) and all amounts
payable by the Borrower hereunder shall be determined as if such Bank had not
sold such participation, except that the participant shall be entitled to the
benefits of Sections 1.11, 1.12, 2.05, and 4.04 of this Agreement to the extent
that such Bank would be entitled to such benefits if the participation had not
been entered into or sold, and provided further, that no Bank shall transfer,
                               ----------------
grant or assign any participation under which the participant shall have rights
to approve any amendment to or waiver of this Agreement or any other Credit
Document except to the extent such amendment or waiver would (i) extend the
final scheduled maturity of any Loan or Note in which such participant is
participating (it being understood that any waiver of an installment on, the
application of any prepayment or the method of any application of any prepayment
to the amortization of the Loans shall not constitute an extension of the final
scheduled maturity date) or reduce the rate or extend the time of payment of
interest or Fees thereon (except in connection with a waiver of the
applicability of any post-default increase in interest rates), or reduce the
principal amount thereof, or increase such participant's participating interest
in any Commitment over the amount thereof then in effect (it being understood
that a waiver of any Default or Event of Default or of a mandatory reduction in
the Total Commitment, or a mandatory prepayment, shall not constitute a change
in the terms of any Commitment and that an increase in any Commitment shall be
permitted without the consent of any participant if such participant's
participation is not increased as a result thereof), or (ii) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement or any other Credit Document (except as expressly provided
herein or therein).

                                     -107-
<PAGE>
 
              (b)  Notwithstanding the foregoing, (x) any Bank may assign all or
a portion of its Loans and/or Commitment and its rights and obligations
hereunder to its parent company and/or any affiliate of such Bank which is at
least 50% owned by such Bank or its parent company or to one or more Banks and
(y) any Bank may assign a portion, in an amount equal to at least the Minimum
Assignment Amount (or the remaining balance thereof if less) of its Loans and/or
Commitment and its rights and obligations hereunder to a Person that is a
commercial bank, other financial institution, mutual fund or "Accredited
Investor" as such term is defined in Regulation D of the Securities Act of 1933,
as amended (each, an "Eligible Assignee"), each of which Eligible Assignees
shall be reasonably acceptable to the Administrative Agent and the Borrower and
shall become a party to this Agreement as a Bank after the Restatement Effective
Date by executing an assignment agreement substantially in the form of Exhibit H
hereto, appropriately completed (an "Assignment Agreement") with the assigning
Bank, provided that, in each case, (i) at such time Schedule I shall be deemed
      --------
to have been modified to reflect the Commitment of such new Bank and of the
existing Banks, (ii) if requested by such new Bank or the assigning Bank, the
Borrower shall issue new Notes to such new Bank and to the assigning Bank in
conformity with the requirements of Section 1.06 to the extent needed to reflect
the revised Commitments, and (iii) the Administrative Agent shall have received
at the time of each such assignment from either the assigning or assignee Bank
the payment of a nonrefundable assignment fee of $3,000. To the extent of any
assignment pursuant to this Section 12.04(b), the assigning Bank shall be
relieved of its obligations hereunder with respect to its assigned Loans and/or
Commitment. No Bank may assign all or a portion of its Commitment to an Eligible
Assignee not already a Bank hereunder unless each Letter of Credit Issuer shall
have consented in writing to such assignment. At the time of each assignment
pursuant to this Section 12.04(b) to a Person which is not already a Bank
hereunder and which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for U.S. Federal income taxes, the respective
assignee Bank shall, to the extent legally entitled to do so, provide to the
Borrower the forms described in Section 4.04(b)(ii). Nothing in this Section
12.04(b) shall prevent or prohibit any Bank from pledging its Loans or Notes
hereunder to a Federal Reserve Bank in support of borrowings made by such Bank
from such Federal Reserve Bank.

              (c)  Notwithstanding any other provisions of this Section 12.04,
no transfer or assignment of the interests or obligations of any Bank hereunder
or any grant of participations therein shall be permitted if such transfer,
assignment or grant would require the Borrower to file a registration statement
or qualify an indenture with the SEC or to qualify the Loans under the "Blue
Sky" laws of any State.

              (d)  Notwithstanding any other provisions of this Section 12.04,
any transfer or assignment of the interests or obligations of any Bank hereunder
shall be subject to such limitations as may be imposed by the Administrative
Agent in its sole discretion.

                                     -108-
<PAGE>
 
              12.05  No Waiver; Remedies Cumulative.  No failure or delay on the
                     ------------------------------
part of the Administrative Agent, any Co-Agent or any Bank in exercising any
right, power or privilege hereunder or under any other Credit Document and no
course of dealing between any Credit Party and the Administrative Agent, any Co-
Agent or any Bank shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights and
remedies herein expressly provided are cumulative and not exclusive of any
rights or remedies which the Administrative Agent, any Co-Agent or any Bank
would otherwise have. No notice to or demand on any Credit Party in any case
shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent, any Co-Agent or the Banks to any other or further action
in any circumstances without notice or demand.

              12.06  Payments Pro Rata.  (a) Except as otherwise provided by
                     -----------------
this Agreement, the Administrative Agent agrees that promptly after its receipt
of each payment from or on behalf of the Borrower in respect of any Obligations,
it shall, except as otherwise provided in this Agreement, distribute such
payment to the Banks (other than any Bank that has consented in writing to waive
its pro rata share of such payment) pro rata based upon their respective shares,
    --- ----                        --- ----
if any, of the Obligations with respect to which such payment was received.

              (b)  Each of the Banks agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the
related sum or sums received by other Banks is in a greater proportion than the
total of such Obligation then owed and due to such Bank bears to the total of
such Obligations then owed and due to all of the Banks immediately prior to such
receipt, then such Bank receiving such excess payment shall purchase for cash
without recourse or warranty from the other Banks an interest in the Obligations
in such amount as shall result in a proportional participation by all of the
Banks in such amount, provided that if all or any portion of such excess amount
                      --------
is thereafter recovered from such Bank, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest.

              12.07  Calculations; Computations.  (a) The financial statements
                     --------------------------
to be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Banks), provided that, except as otherwise specifically
                               --------
provided herein, all computations determining compliance with Section 8,
including definitions used therein, shall utilize accounting principles and
policies in effect

                                     -109-
<PAGE>
 
at the time of the preparation of, and in conformity with those used to prepare,
the 1995 historical financial statements delivered to the Banks pursuant to
Section 6.10(b).

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

              (c)  All determinations of the Stated Amount of Letters of Credit
and of the principal amount of Unpaid Drawings, in each case to the extent
denominated in a currency other than Dollars, shall be made by converting same
into Dollars at (x) in the case of a determination of the Borrower's obligation
to reimburse in Dollars a drawing under a Letter of Credit denominated in a
currency other than Dollars or of each Participating Bank's obligation pursuant
to Section 2.02(c) to pay the amount of such Participating Bank's Percentage of
an unreimbursed payment in respect of any such Letter of Credit, the spot
exchange rate for the currency in question of the respective Letter of Credit
Issuer on the date of such drawing or (y) if the provisions of the foregoing
clause (x) are not applicable, the spot exchange rate for the currency in
question calculated by the Administrative Agent on the last day of the month
preceding the month in which any such determination is being made and at such
other times as the Administrative Agent elects to make such determination, it
being understood that the Administrative Agent shall have no obligation to make
any such other determinations.

              (d)  All determinations of the principal amount of Competitive Bid
Loans denominated in a currency other than Dollars shall be made by converting
same into Dollars at the spot exchange rate for the currency in question
calculated by the Administrative Agent on the last day of the month preceding
the month in which any such determination is being made and at such other times
as the Administrative Agent elects to make such determination, it being
understood that the Administrative Agent shall have no obligation to make any
such other determinations.

              12.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; TRIAL BY
                     ----------------------------------------------------------
JURY. (A) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
----
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT

                                     -110-
<PAGE>
 
ANY SUCH COURTS LACK JURISDICTION OVER THE BORROWER, AND AGREES NOT TO PLEAD OR
CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS, THAT ANY SUCH
COURT LACKS JURISDICTION OVER THE BORROWER.  IF FOR ANY REASON THE BORROWER
CEASES TO MAINTAIN AN OFFICE IN NEW YORK CITY, THE BORROWER AGREES TO DESIGNATE,
APPOINT AND EMPOWER A DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE
TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE ADMINISTRATIVE
AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT
OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND
DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  THE BORROWER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER, AT ITS ADDRESS
SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE THIRTY
DAYS AFTER SUCH MAILING.  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION
TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY
CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY BANK OR
THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY
OTHER JURISDICTION.

              (B)  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM. EACH OF THE BORROWER AND EACH BANK IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION, INCLUDING
WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (A) ABOVE, IN RESPECT OF ANY
MATTER

                                     -111-
<PAGE>
 
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS.

              12.09  Counterparts.  This Agreement may be executed in any number
                     ------------
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

              12.10  Effectiveness.  (a) This Agreement shall become effective
                     -------------
on the date (the "Restatement Effective Date") on which (i) each of the
Borrower, the Administrative Agent, each Co-Agent, each Original Bank and each
New Bank shall have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to the Administrative Agent at its Notice
Office or, in the case of the Banks, shall have given to the Administrative
Agent telephonic (confirmed in writing), written, telex or telecopy notice
(actually received) at such office that the same has been signed and mailed to
it and (ii) the conditions contained in Sections 5, 6 and 12.10(b) are met to
the satisfaction of the Administrative Agent, the Co-Agents and the Required
Banks (determined immediately after the occurrence of the Restatement Effective
Date). Unless the Administrative Agent has received actual notice from any Bank
that the conditions contained in Sections 5 and 6 have not been met to its
satisfaction, upon the satisfaction of the condition described in clause (i) of
the immediately preceding sentence and upon the Administrative Agent's good
faith determination that the conditions described in clause (ii) of the
immediately preceding sentence have been met, then the Restatement Effective
Date shall have been deemed to have occurred, regardless of any subsequent
determination that one or more of the conditions thereto had not been met
(although the occurrence of the Restatement Effective Date shall not release the
Borrower from any liability for failure to satisfy one or more of the applicable
conditions contained in Section 5 or 6). The Administrative Agent will give the
Borrower and each Bank prompt written notice of the occurrence of the
Restatement Effective Date.

              (b)  On the Restatement Effective Date, each New Bank and each
Original Bank shall have delivered to the Administrative Agent for the account
of the Borrower an amount equal to the Loans to be made by such Bank on the
Restatement Effective Date. Notwithstanding anything to the contrary contained
in this Section 12.10(b), in satisfying the foregoing condition, unless the
Administrative Agent shall have been notified by any Bank prior to the
occurrence of the Restatement Effective Date that such Bank does not intend to
make available to the Administrative Agent such Bank's Loans required to be made
by it on such date, then the Administrative Agent may, in reliance on such
assumption, make available to the Borrower the corresponding amounts in
accordance with the provisions of Section 1.05 of this Agreement, and the making
available by the Administrative Agent of such amounts shall satisfy the
condition contained in this Section 12.10(b). Promptly following the Restatement
Effective Date, each Original Bank shall surrender to the

                                     -112-
<PAGE>
 
Administrative Agent for cancellation the promissory notes issued to it in
respect of its Original Loan pursuant to the Original Credit Agreement.

              12.11  Headings Descriptive.  The headings of the several sections
                     --------------------
and subsections of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Agreement.

              12.12  Amendment or Waiver.  (a) Neither this Agreement nor any
                     -------------------
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination
is in writing signed by the Borrower and the Required Banks, provided that no
                                                             --------
such change, waiver, discharge or termination shall, without the consent of each
Bank affected thereby, (i) extend the final scheduled maturity of any Unpaid
Drawing, Loan or Note (it being understood that any waiver of an installment on,
the application of any prepayment or the method of application of any prepayment
to the amortization of the Loans shall not constitute an extension of the final
scheduled maturity date), or reduce the rate or extend the time of payment of
interest (other than as a result of waiving the applicability of any post-
default increase in interest rates) thereon or Fees, or reduce the amount
thereof, (ii) amend, modify or waive any provision of Section 3.03(b), (iii)
amend, modify or waive any provision of this Section, (iv) reduce the percentage
specified in the definition of Required Banks (it being understood that, with
the consent of the Required Banks, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Required Banks on
substantially the same basis as an extension of Loans, Letters of Credit and
Commitments are included on the Restatement Effective Date), or (v) consent to
the assignment or transfer by the Borrower of any of its rights and obligations
under any Credit Document (except as expressly provided herein or therein);
provided further, that no such change, waiver, discharge or termination shall
----------------
(w) increase the Commitment of any Bank over the amount thereof then in effect
without the consent of such Bank (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the Total Commitment shall not constitute an
increase of the Commitment of any Bank, and that an increase in the available
portion of any Commitment of any Bank shall not constitute an increase in the
Commitment of such Bank), (x) without the consent of each Letter of Credit
Issuer, amend, modify or waive any provision of Section 2 or alter its rights or
obligations with respect to Letters of Credit or (y) without the consent of the
Administrative Agent or the Co-Agents, respectively, amend, modify or waive any
provision of Section 11 as same applies to such Administrative Agent or Co-
Agent, as the case may be, or any other provision as same relates to the rights
or obligations of such Administrative Agent or Co-Agent, as the case may be.

              (b)  If, in connection with any proposed change, waiver, discharge
or termination of any of the provisions of this Agreement as contemplated by
clauses (i) through (iv), inclusive, of the first proviso to Section 12.12(a),
the consent of the Required Banks is

                                     -113-
<PAGE>
 
obtained but the consent of one or more of such other Banks whose consent is
required is not obtained, then the Borrower shall have the right to replace each
such non-consenting Bank or Banks (so long as all non-consenting Banks are so
replaced) with one or more Replacement Banks pursuant to Section 1.14 so long as
at the time of such replacement, each such Replacement Bank consents to the
proposed change, waiver, discharge or termination, provided that the Borrower
shall not have the right to replace a Bank solely as a result of the exercise of
such Bank's rights (and the withholding of any required consent by such Bank)
pursuant to the second proviso to Section 12.12(a).

              (c)  Notwithstanding anything to the contrary contained above in
this Section 12.12, the Administrative Agent may enter into amendments to the
Subsidiary Guaranty for the purpose of adding Subsidiaries of the Borrower to
the Subsidiary Guaranty without the consent of the Required Banks.

              12.13  Survival.  All indemnities set forth herein including,
                     --------
without limitation, in Section 1.11, 1.12, 2.05, 2.06, 4.04, 11.07 or 12.01
shall survive the execution and delivery of this Agreement and the making and
repayment of the Loans and the satisfaction of all other Obligations.

              12.14  Domicile of Loans.  Each Bank may transfer and carry its
                     -----------------
Loans or participations at, to or for the account of any branch office,
subsidiary or affiliate of such Bank, provided that the Borrower shall not be
                                      --------
responsible for costs arising under Section 1.11, 1.12, 2.05, or 4.04 resulting
from any such transfer (other than a transfer pursuant to Section 1.13) to the
extent such costs would not otherwise be applicable to such Bank prior to such
transfer.

              12.15  Confidentiality.  (a) Subject to the provisions of clause
                     ---------------
(b) of this Section 12.15, each Bank agrees that it will use its best efforts
not to disclose without the prior consent of the Borrower (other than to its
employees, auditors, advisors or counsel or to another Bank if the Bank or such
Bank's holding or parent company in its sole discretion determines that any such
party should have access to such information, provided such Persons shall be
subject to the provisions of this Section 12.15 to the same extent as such Bank)
any information with respect to the Borrower or any of its Subsidiaries which is
now or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by the Borrower in writing as confidential,
provided that any Bank may disclose any such information (a) as has become
--------
generally available to the public, (b) as may be required or appropriate in any
report, statement or testimony submitted to any municipal, state or Federal
regulatory body having or claiming to have jurisdiction over such Bank or to the
Federal Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors,
(c) as may be required or appropriate in respect to any summons or subpoena or
in connection with any litigation, (d) in order to comply with any law, order,
regulation or ruling applicable to such

                                     -114-
<PAGE>
 
Bank, (e) to the Administrative Agent and (f) to any prospective or actual
transferee or participant in connection with any contemplated or actual transfer
or participation of any of the Notes or Commitment or any interest therein by
such Bank, provided that such prospective transferee or participant executes an
           --------                                                            
agreement with such Bank containing provisions substantially the same as to
those contained in this Section.

              (b)  The Borrower hereby acknowledges and agrees that each Bank
may share with any of its affiliates any information related to the Borrower or
any of its Subsidiaries (including, without limitation, any nonpublic customer
information regarding the creditworthiness of the Borrower and its
Subsidiaries), provided such Persons shall be subject to the provisions of this
Section 12.15 to the same extent as such Bank.

              12.16  Addition of New Banks.  On and as of the occurrence of the
                     ---------------------                                     
Restatement Effective Date in accordance with Section 12.10, each New Bank shall
become a "Bank" under, and for all purposes of, this Agreement and the other
Credit Documents.

                                     -115-
<PAGE>
 
              IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.



Address:                          AMETEK, INC.

Station Square
Paoli, Pennsylvania  19301
Telephone No.: 610-647-2121       By/s/ Deirdre D. Saunders
Telecopier No.: 610-647-0211        -----------------------------
Attention: Chief Financial          Title: Treasurer
            Officer                                           



                                  THE CHASE MANHATTAN BANK,
                                    Individually and as the Administrative Agent



                                  By/s/ Carol A. Ulmer
                                    ------------------------------
                                    Title: Vice President



                                  BANK OF MONTREAL,
                                    Individually and as a Co-Agent



                                  By/s/ Kanu Modi
                                    ------------------------------
                                    Title: Director



                                  CORESTATES BANK, N.A.,
                                    Individually and as a Co-Agent



                                  By/s/ Robert Cordell
                                    -------------------------------
                                    Title: Vice President

                                     -116-
<PAGE>
 
                                  PNC BANK, NATIONAL ASSOCIATION,
                                    Individually and as a Co-Agent



                                  By/s/ Vicky Ziff
                                    --------------------------------
                                    Title: Vice President



                                  BANK OF AMERICA ILLINOIS



                                  By/s/ Brock T. Harris
                                    --------------------------------
                                    Title: Vice President



                                  THE FIRST NATIONAL BANK OF CHICAGO



                                  By/s/ John W. Fisher III
                                    ---------------------------------
                                    Title: As Authorized Agent



                                  MELLON BANK, N.A.



                                  By/s/ Gilbert Mateer
                                    ----------------------------------
                                    Title: Vice President



                                  ABN AMRO BANK N.V. NEW YORK BRANCH



                                  By/s/ Frances O. Logan
                                    ----------------------------------
                                    Title: Vice President



                                  By/s/ Thomas T. Rogers
                                    ----------------------------------
                                    Title: Assistant Vice President

                                     -117-
<PAGE>
 
                                  COMMERZBANK AG, NEW YORK AND/OR
                                    GRAND CAYMAN BRANCH



                                  By/s/ J. Schmieding      A. Campbell
                                    -----------------------------------------
                                    Title: Vice President  Assistant Cashier



                                  SOCIETE GENERALE



                                  By/s/ Gordon Saint-Denis
                                    -----------------------------------------
                                    Title: Vice President



                                  THE YASUDA TRUST AND BANKING CO., LTD.
                                    NY BRANCH



                                  By/s/ Patrick Owens
                                    -----------------------------------------
                                    Title: First Vice President



                                  CARIPLO-CASSA DI RISPARMIO DELLE
                                    PROVINCIE LOMBARDE S.P.A.



                                  By/s/ Anthony F. Giobbi
                                    -----------------------------------------
                                    Title: Vice President



                                  By/s/ Renato Bassi
                                    -----------------------------------------
                                    Title: First Vice President

                                     -118-