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                                                                   EXHIBIT 10.12

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                                CREDIT AGREEMENT

                                   DATED AS OF
                                  JUNE 1, 1998


                                      AMONG

                              NCS HEALTHCARE, INC.
                                   AS BORROWER


                     THE LENDING INSTITUTIONS NAMED THEREIN
                                   AS LENDERS


                          KEYBANK NATIONAL ASSOCIATION
                  AS SWING LINE LENDER, LETTER OF CREDIT ISSUER
                           AND AS ADMINISTRATIVE AGENT


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                                TABLE OF CONTENTS
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                                                                                                               PAGE

<S>                                                                                                              <C>
SECTION 1. DEFINITIONS AND TERMS..................................................................................1
   1.1. CERTAIN DEFINED TERMS.....................................................................................1
   1.2. COMPUTATION OF TIME PERIODS..............................................................................16
   1.3. ACCOUNTING TERMS.........................................................................................16
   1.4. TERMS GENERALLY..........................................................................................16
SECTION 2. AMOUNT AND TERMS OF LOANS.............................................................................17
   2.1. COMMITMENTS FOR LOANS....................................................................................17
   2.2. MINIMUM BORROWING AMOUNTS, ETC.; PRO RATA BORROWINGS.....................................................17
   2.3. NOTICE OF BORROWING......................................................................................18
   2.4. DISBURSEMENT OF FUNDS....................................................................................19
   2.5. REFUNDING OF, OR PARTICIPATION IN, SWING LINE REVOLVING LOANS............................................19
   2.6. NOTES....................................................................................................21
   2.7. CONVERSIONS OF GENERAL REVOLVING LOANS...................................................................21
   2.8. INTEREST.................................................................................................22
   2.9. INTEREST PERIODS.........................................................................................24
   2.10. INCREASED COSTS, ILLEGALITY, ETC........................................................................24
   2.11. COMPENSATION............................................................................................26
   2.12. CHANGE OF LENDING OFFICE; REPLACEMENT OF LENDERS........................................................26
SECTION 3. LETTERS OF CREDIT.....................................................................................27
   3.1. LETTERS OF CREDIT........................................................................................27
   3.2. LETTER OF CREDIT REQUESTS: NOTICES OF ISSUANCE...........................................................28
   3.3. AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS.............................................................28
   3.4. LETTER OF CREDIT PARTICIPATIONS..........................................................................29
   3.5. INCREASED COSTS..........................................................................................31
   3.6. GUARANTY OF SUBSIDIARY LETTER OF CREDIT OBLIGATIONS......................................................31
SECTION 4. FEES; COMMITMENTS.....................................................................................32
   4.1. FEES.....................................................................................................32
   4.2. VOLUNTARY REDUCTION OF COMMITMENTS.......................................................................34
   4.3. MANDATORY TERMINATION/ADJUSTMENTS OF COMMITMENTS, ETC....................................................34
   4.4. EXTENSION OF MATURITY DATE...............................................................................35
SECTION 5. PAYMENTS..............................................................................................35
   5.1. VOLUNTARY PREPAYMENTS....................................................................................35
   5.2. MANDATORY PREPAYMENTS....................................................................................36
   5.3. METHOD AND PLACE OF PAYMENT..............................................................................37
   5.4. NET PAYMENTS.............................................................................................38
SECTION 6. CONDITIONS PRECEDENT..................................................................................38
   6.1. CONDITIONS PRECEDENT AT CLOSING DATE.....................................................................38
   6.2. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS................................................................40
SECTION 7. REPRESENTATIONS AND WARRANTIES........................................................................40
   7.1. CORPORATE STATUS, ETC....................................................................................40
   7.2. SUBSIDIARIES.............................................................................................40
   7.3. CORPORATE POWER AND AUTHORITY, ETC.......................................................................40
   7.4. NO VIOLATION.............................................................................................41
   7.5. GOVERNMENTAL APPROVALS...................................................................................41
   7.6. LITIGATION...............................................................................................41
   7.7. USE OF PROCEEDS; MARGIN REGULATIONS......................................................................41
   7.8. FINANCIAL STATEMENTS, ETC................................................................................41
   7.9. NO MATERIAL ADVERSE CHANGE...............................................................................42
   7.10. TAX RETURNS AND PAYMENTS................................................................................42
   7.11. TITLE TO PROPERTIES, ETC................................................................................42
   7.12. LAWFUL OPERATIONS, ETC..................................................................................42
   7.13. ENVIRONMENTAL MATTERS...................................................................................43
   7.14. COMPLIANCE WITH ERISA...................................................................................43
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<S>                                                                                                             <C>
   7.15. INTELLECTUAL PROPERTY, ETC..............................................................................44
   7.16. INVESTMENT COMPANY......................................................................................44
   7.17. BURDENSOME CONTRACTS; LABOR RELATIONS...................................................................44
   7.18. EXISTING INDEBTEDNESS...................................................................................44
   7.19. YEAR 2000 PROBLEM.......................................................................................44
   7.20. TRUE AND COMPLETE DISCLOSURE............................................................................44
SECTION 8. AFFIRMATIVE COVENANTS.................................................................................45
   8.1. REPORTING REQUIREMENTS...................................................................................45
   8.2. BOOKS, RECORDS AND INSPECTIONS...........................................................................47
   8.3. INSURANCE................................................................................................48
   8.4. PAYMENT OF TAXES AND CLAIMS..............................................................................48
   8.5. CORPORATE FRANCHISES.....................................................................................48
   8.6. GOOD REPAIR..............................................................................................48
   8.7. COMPLIANCE WITH STATUTES, ETC............................................................................48
   8.8. COMPLIANCE WITH ENVIRONMENTAL LAWS.......................................................................49
   8.9. FISCAL YEARS, FISCAL QUARTERS............................................................................49
   8.10. CERTAIN SUBSIDIARIES TO JOIN IN SUBSIDIARY GUARANTY.....................................................49
   8.11. PLEDGE OF ADDITIONAL STOCK; RELEASE OF COLLATERAL.......................................................50
   8.12. MOST FAVORED COVENANT STATUS............................................................................50
   8.13. SENIOR DEBT.............................................................................................51
SECTION 9. NEGATIVE COVENANTS....................................................................................51
   9.1. CHANGES IN BUSINESS......................................................................................51
   9.2. CONSOLIDATION, MERGER, ACQUISITIONS, AND SALE OF ASSETS, ETC.............................................51
   9.3. LIENS....................................................................................................53
   9.4. INDEBTEDNESS.............................................................................................54
   9.5. ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS....................................................55
   9.6. TOTAL INDEBTEDNESS/CAPITAL RATIO.........................................................................57
   9.7. TOTAL SENIOR INDEBTEDNESS/CAPITAL RATIO..................................................................57
   9.8. INTEREST COVERAGE RATIO..................................................................................57
   9.9. MINIMUM CONSOLIDATED NET WORTH...........................................................................57
   9.10. PREPAYMENTS AND REFINANCINGS OF SUBORDINATED DEBT, ETC..................................................57
   9.11. TRANSACTIONS WITH AFFILIATES............................................................................57
   9.12. LIMITATION ON CERTAIN RESTRICTIVE AGREEMENTS............................................................58
   9.13. LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS..........................................................58
   9.14. PLAN TERMINATIONS, MINIMUM FUNDING, ETC.................................................................58
SECTION 10. EVENTS OF DEFAULT....................................................................................58
   10.1. EVENTS OF DEFAULT.......................................................................................58
   10.2. ACCELERATION, ETC.......................................................................................60
   10.3. APPLICATION OF LIQUIDATION PROCEEDS.....................................................................60
SECTION 11. THE ADMINISTRATIVE AGENT.............................................................................61
   11.1. APPOINTMENT.............................................................................................61
   11.2. DELEGATION OF DUTIES....................................................................................61
   11.3. EXCULPATORY PROVISIONS..................................................................................61
   11.4. RELIANCE BY ADMINISTRATIVE AGENT........................................................................62
   11.5. NOTICE OF DEFAULT.......................................................................................62
   11.6. NON-RELIANCE............................................................................................62
   11.7. INDEMNIFICATION.........................................................................................63
   11.8. THE ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY.........................................................63
   11.9. SUCCESSOR ADMINISTRATIVE AGENT..........................................................................63
   11.10. OTHER AGENTS...........................................................................................63
SECTION 12. MISCELLANEOUS........................................................................................64
   12.1. PAYMENT OF EXPENSES ETC.................................................................................64
   12.2. RIGHT OF SETOFF.........................................................................................65
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   12.3. NOTICES.................................................................................................65
   12.4. BENEFIT OF AGREEMENT....................................................................................65
   12.5. NO WAIVER: REMEDIES CUMULATIVE..........................................................................67
   12.6. PAYMENTS PRO RATA.......................................................................................67
   12.7. CALCULATIONS: COMPUTATIONS..............................................................................67
   12.8. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL..................................67
   12.9. COUNTERPARTS............................................................................................68
   12.10. EFFECTIVENESS..........................................................................................68
   12.11. HEADINGS DESCRIPTIVE...................................................................................68
   12.12. AMENDMENT OR WAIVER....................................................................................68
   12.13. SURVIVAL OF INDEMNITIES................................................................................69
   12.14. DOMICILE OF LOANS......................................................................................69
   12.15. CONFIDENTIALITY........................................................................................69
   12.16. LENDER REGISTER........................................................................................69
   12.17. LIMITATIONS ON LIABILITY OF THE LETTER OF CREDIT ISSUERS...............................................70
   12.18. GENERAL LIMITATION OF LIABILITY........................................................................70
   12.19. NO DUTY................................................................................................70
   12.20. LENDERS AND AGENT NOT FIDUCIARY TO BORROWER, ETC.......................................................70
   12.21. MARGIN STOCK...........................................................................................70
   12.22. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.............................................................71
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ANNEX I     -        INFORMATION AS TO LENDERS
ANNEX II    -        INFORMATION AS TO SUBSIDIARIES
ANNEX III   -        DESCRIPTION OF EXISTING INDEBTEDNESS
ANNEX IV    -        DESCRIPTION OF EXISTING LIENS
ANNEX V     -        DESCRIPTION OF EXISTING ADVANCES, LOANS,
                     INVESTMENTS AND GUARANTEES
ANNEX VI    -        DESCRIPTION OF LETTERS OF CREDIT DEEMED ISSUED UNDER THE
                     CREDIT AGREEMENT


EXHIBIT A-1 -        FORM OF GENERAL REVOLVING NOTE
EXHIBIT A-2 -        FORM OF SWING LINE REVOLVING NOTE
EXHIBIT B-1 -        FORM OF NOTICE OF BORROWING
EXHIBIT B-2 -        FORM OF NOTICE OF CONVERSION
EXHIBIT B-3 -        FORM OF LETTER OF CREDIT REQUEST
EXHIBIT C-1 -        FORM OF SUBSIDIARY GUARANTY
EXHIBIT C-2 -        FORM OF PLEDGE AGREEMENT
EXHIBIT D   -        FORM OF OPINION OF SPECIAL COUNSEL TO THE BORROWER
EXHIBIT E   -        FORM OF ASSIGNMENT AGREEMENT
EXHIBIT F   -        FORM OF SECTION 5.4(b)(ii) CERTIFICATE

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         CREDIT AGREEMENT, dated as of June 1, 1998, among the following:

                  (i) NCS HEALTHCARE, INC., a Delaware corporation (herein,  
         together with its successors and assigns, the "BORROWER");

                  (ii) the lending institutions listed in Annex I hereto (each a
         "LENDER" and collectively, the "LENDERS"); and

                  (iii) KEYBANK NATIONAL ASSOCIATION, a national banking
         association, as the Lender (the "SWING LINE LENDER") under the Swing
         Line Revolving Facility referred to herein, and as administrative agent
         (the "ADMINISTRATIVE AGENT"):


         PRELIMINARY STATEMENTS:

         (1) Unless otherwise defined herein, all capitalized terms used herein
and defined in section 1 are used herein as so defined.

         (2) The Borrower has applied to the Lenders for credit facilities in
order to refinance certain indebtedness of the Borrower, to finance Acquisitions
and in order to provide working capital and funds for other lawful purposes.

         (3) The Borrower has requested that the credit facilities be secured by
the Pledge Agreement, covering only the stock presently owned by the Borrower in
its directly owned Wholly-Owned Subsidiaries, subject to the right of the
Borrower, as provided herein, to obtain the release of all Collateral covered by
the Pledge Agreement.

         (4) Subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrower the credit facilities
provided for herein.

         (5) Contemporaneously herewith, the Borrower is entering into a letter
agreement, entitled "U.S.$50,000,000 Capital Markets Bridge Facility for NCS
HealthCare, Inc.", dated as of the date hereof (as from time to time in effect,
the "BRIDGE FACILITY AGREEMENT"). The obligations of the Borrower under the
Bridge Facility Agreement will be entitled to the benefits of the Subsidiary
Guaranty and the Security Documents on a PARRI PASSU basis with the Obligations
hereunder.


         NOW, THEREFORE, it is agreed:


         SECTION 1.        DEFINITIONS AND TERMS.

         1.1.     CERTAIN DEFINED TERMS. As used herein, the following terms 
shall have the meanings herein specified unless the context otherwise requires:

         "ACQUISITION" shall mean and include (i) any acquisition on a going
concern basis (whether by purchase, lease or otherwise) of any facility and/or
business operated by any person who is not a Subsidiary of the Borrower, and
(ii) acquisitions of a majority of the outstanding equity or other similar
interests in any such person (whether by merger, stock purchase or otherwise).


<PAGE>   7


         "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 11.9.

         "AFFILIATE" shall mean, with respect to any person, any other person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with such person. A person shall be deemed to control a second
person if such first person possesses, directly or indirectly, the power (i) to
vote 10% or more of the securities having ordinary voting power for the election
of directors or managers of such second person or (ii) to direct or cause the
direction of the management and policies of such second person, whether through
the ownership of voting securities, by contract or otherwise. Notwithstanding
the foregoing, (x) a director, officer or employee of a person shall not, solely
by reason of such status, be considered an Affiliate of such person; and (y)
neither the Administrative Agent nor any Lender shall in any event be considered
an Affiliate of the Borrower or any other Credit Party or any of their
respective Subsidiaries.

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

         "APPLICABLE EURODOLLAR MARGIN" shall have the meaning provided in 
section 2.8(g).

         "APPLICABLE FACILITY FEE RATE" shall have the meaning provided in
section 4.1(a).

         "APPLICABLE LENDING OFFICE" shall mean, with respect to each Lender,
(i) such Lender's Domestic Lending Office in the case of Borrowings consisting
of Prime Rate Loans (or, in the case of any Borrowings of Swing Line Revolving
Loans consisting of Money Market Rate Loans), and (ii) such Lender's Eurodollar
Lending Office in the case of Borrowings consisting of Eurodollar Loans.

         "ASSET SALE" shall mean the sale, transfer or other disposition
(including by means of mergers, consolidations, and liquidations of a
corporation, partnership or limited liability company of the interests therein
of the Borrower or any Subsidiary) by the Borrower or any Subsidiary to any
person other than the Borrower or any Subsidiary of any of their respective
assets, PROVIDED that the term Asset Sale specifically excludes sales, transfers
or other dispositions of obsolete or excess furniture, fixtures, equipment or
other property, tangible or intangible, in each case made in the ordinary course
of business.

         "ASSIGNMENT AGREEMENT" shall mean an Assignment Agreement substantially
in the form of Exhibit E hereto.

         "AUTHORIZED OFFICER" shall mean any officer or employee of the Borrower
designated as such in writing to the Administrative Agent by the Chief Financial
Officer, the Secretary or an Assistant Secretary of the Borrower.

         "BANKRUPTCY CODE" shall have the meaning provided in section 10.1(h).

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

         "BORROWING" shall mean the incurrence of General Revolving Loans or
Swing Line Revolving Loans, as the case may be, consisting of one Type of Loan,
by the Borrower from all of the Lenders having Commitments in respect thereof 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.

         "BRIDGE FACILITY AGREEMENT" shall have the meaning provided in the
Preliminary Statements of this Agreement.

         "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 in which the Payment Office is located a legal holiday or a day on
which banking institutions are authorized by law or other governmental actions
to close and (ii) 

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<PAGE>   8

with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) and which is also a day for trading by and between banks
in U.S. dollar deposits in the interbank Eurodollar market.

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

         "CAPITALIZED LEASE OBLIGATIONS" shall mean all obligations under
Capital Leases of the Borrower or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities identified as "capital lease
obligations" (or any similar words) on a consolidated balance sheet of the
Borrower and its Subsidiaries prepared in accordance with GAAP.

         "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 one year from the date of acquisition, (ii) U.S. dollar denominated time
deposits, certificates of deposit, money market deposits and bankers'
acceptances of (x) any Lender or (y) any bank whose short-term commercial paper
rating from S&P is at least A-2 or the equivalent thereof or from Moody's is at
least P-2 or the equivalent thereof (any such bank, an "APPROVED BANK"), in each
case with maturities of not more than two years from the date of acquisition,
(iii) repurchase obligations with a term not more than 30 days for underlying
securities of the types described in clause (i) entered into with any Lender or
Approved Bank, (iv) commercial paper issued by any Lender or Approved Bank or by
the parent company of any Lender or 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-2 or the equivalent thereof by S&P or at
least P-2 or the equivalent thereof by Moody's, or guaranteed by any industrial
company with a long term unsecured and unsupported 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 270 days after the date of acquisition,
PROVIDED that the aggregate principal amount of commercial paper so acquired
which is issued by any single issuer shall not exceed $40,000,000, (v)
securities with maturities of one year or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States of America, or by any political subdivision or taxing authority thereof,
and rated at least A by S&P or A by Moody's, (vi) investments in money market
funds substantially all the assets of which are comprised of securities of the
types described in clauses (i) through (v) above, and (vii) investments in money
market funds utilized by a Lender or an Approved Bank in conjunction with
"sweep" accounts maintained for commercial customers.

         "CASH PROCEEDS" shall mean, with respect to any Asset Sale, the
aggregate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received) received by the Borrower and/or any Subsidiary from such Asset
Sale.

         "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 ET SEQ.

         "CHANGE OF CONTROL" shall mean and include any of the following:

                  (i) during any period of two consecutive calendar years,
         individuals who at the beginning of such period constituted the
         Borrower's Board of Directors (together with any new directors whose
         election by the Borrower's Board of Directors, or whose nomination for
         election by the Borrower's shareholders, was (prior to the date of the
         proxy or consent solicitation), approved by a vote of at least
         two-thirds of the directors then still in office who either were
         directors at the beginning of such period or whose election or
         nomination for election was previously so approved), cease for any
         reason to constitute a majority of the directors then in office,


                                       3
<PAGE>   9

                  (ii) any person or group (as such term is defined in section
         13(d)(3) of the 1934 Act), other than (x) the Borrower, (y) any trustee
         or other fiduciary holding securities under an employee benefit plan of
         the Borrower and/or any of its Subsidiaries, and/or (z) the Current
         Holder Group, shall acquire, directly or indirectly, beneficial
         ownership (within the meaning of Rule 13d-3 and 13d-5 of the 1934 Act)
         of more than 30%, on a fully diluted basis, of the voting interest in
         the Borrower's capital stock,

                  (iii) the Current Holder Group shall, for any reason, cease to
         have, directly or indirectly, beneficial ownership (within the meaning
         of Rule 13d-3 and 13d-5 of the 1934 Act) of at least 30%, on a fully
         diluted basis, of the voting interest in the Borrower's capital stock,

                  (iv) the full time active employment of Kevin B. Shaw as chief
         executive officer of the Borrower shall be voluntarily terminated by
         the Borrower or Mr. Shaw (other than by reason of death or disability),
         unless a successor acceptable to the Required Lenders shall have been
         appointed or elected and actually taken office within six months
         following any such termination, in which case the name of such
         successor shall be substituted for the name of the person he or she
         replaces for purposes of this clause (iv),

                  (v) the shareholders of the Borrower approve (A) a merger or
         consolidation of the Borrower with any other person, other than a
         merger or consolidation which would result in the voting securities of
         the Borrower outstanding immediately prior thereto continuing to
         represent (either by remaining outstanding or by being converted or
         exchanged for voting securities of the surviving or resulting entity)
         more than 75% of the combined voting power of the voting securities of
         the Borrower or such surviving or resulting entity outstanding after
         such merger or consolidation, or (B) a merger or consolidation effected
         to implement a recapitalization of the Borrower (or similar
         transaction), other than any such transaction in which no person or
         group (as hereinabove defined) not excepted from the provisions of
         clause (ii) above acquires more than 30% of the combined voting power,
         on a fully diluted basis, of the Borrower's then outstanding voting
         securities,

                  (vi) the shareholders of the Borrower approve a plan of
         complete liquidation of the Borrower or an agreement or agreements for
         the sale or disposition by the Borrower of all or substantially all of
         the Borrower's assets, and/or

                  (vii) any "Change of Control" or similar term as defined in
         any other agreement or instrument evidencing or governing Indebtedness
         of the Borrower or any Subsidiary.

As used herein, the term "CURRENT HOLDER GROUP" shall mean the members of the
Board of Directors and the executive officers of the Borrower as of the
Effective Date, their spouses, children, parents and siblings, the trustee of
any trust created for the benefit of any such member of the Board of Directors,
officer or family member, the executor or administrator (in his or her capacity
as such) of the estate of any such member of the Board of Directors, officer or
family member, and any person who receives Class B Common Stock of the Borrower
under the last will and testament of, or under the laws of descent and
distribution from, any such member of the Board of Directors, officer or family
member.

         "CLOSING DATE" shall mean the date, on or after the Effective Date,
upon which the conditions specified in section 6.1 are satisfied.

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

         "COLLATERAL" shall mean any collateral covered by any Security
Document.

         "COLLATERAL AGENT" shall mean the Administrative Agent acting as
Collateral Agent for the Lenders 


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<PAGE>   10

pursuant to the Security Documents.

         "COMMITMENT" shall mean with respect to each Lender its General
Revolving Commitment or its Swing Line Revolving Commitment, or both, as the
case may be.

         "CONSOLIDATED CAPITAL EXPENDITURES" shall mean, for any period, the
aggregate of all expenditures (whether paid in cash or accrued as liabilities
and including in all events amounts expended or capitalized under Capital Leases
but excluding any amount representing capitalized interest) 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.

         "CONSOLIDATED EBIT" shall mean, for any period,

                  (A)      Consolidated Net Income for such period; PLUS

                  (B) the sum of the amounts for such period included in
         determining such Consolidated Net Income of (i) Total Interest Expense,
         (ii) Total Income Tax Expense, (iii) amortization or write-off of
         deferred financing costs, and (iv) extraordinary (and other one-time)
         non-cash losses and charges; LESS

                  (C) gains on sales of assets (excluding sales in the ordinary
         course of business) and other extraordinary gains and other one-time
         non-cash gains; all as determined for the Borrower and its Subsidiaries
         on a consolidated basis in accordance with GAAP;

PROVIDED that Consolidated EBIT for any period shall include the appropriate
financial items for any person or business which has been acquired by the
Borrower for any portion of such period prior to the date of acquisition which
are covered by audited financial statements of such person or business unit (or
unaudited financial statements, if such unaudited financial statements are
included in other audited consolidated or combined financial statements) which
have been delivered to the Administrative Agent, except that if any portion of
such period is not so covered by such audited (or unaudited, as aforesaid)
financial statements, the most recent corresponding period which is so covered
by audited (or unaudited, as aforesaid) financial statements so delivered shall
be used.

         "CONSOLIDATED NET INCOME" shall mean for any period, the net income (or
loss), without deduction for minority interests, of the Borrower and its
Subsidiaries on a consolidated basis for such period taken as a single
accounting period determined in conformity with GAAP, PROVIDED that there shall
be excluded therefrom (i) the income, (or loss) of any entity (other than
Subsidiaries of the Borrower) in which the Borrower or any of its Subsidiaries
has a joint interest, except to the extent of the amount of dividends or other
distributions actually paid to the Borrower or any of its Subsidiaries during
such period, (ii) the income (or loss) of any entity accrued prior to the date
it becomes a Subsidiary of the Borrower or is merged into or consolidated with
the Borrower or any of its Subsidiaries or on which its assets are acquired by
the Borrower or any of its Subsidiaries, and (iii) the income of any Subsidiary
of the Borrower to the extent that the declaration or payment of dividends or
similar distributions by that Subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary.

         "CONSOLIDATED NET WORTH" shall mean at any time for the determination
thereof all amounts which, in conformity with GAAP, would be included under the
caption "total stockholders' equity" (or any like caption) on a consolidated
balance sheet of the Borrower as at such date, PROVIDED that in no event shall
Consolidated Net Worth include any amounts in respect of Redeemable Stock.

         "CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004" shall mean the
$100,000,000 aggregate principal amount of the Borrower's Convertible
Subordinated Debentures due 2004, issued by the Borrower prior to the date
hereof.

         "CREDIT DOCUMENTS" shall mean this Agreement, the Notes, the Subsidiary
Guaranty and any Letter of 



                                       5
<PAGE>   11

Credit Document.

         "CREDIT EVENT" shall mean the making of any Loans and/or the issuance
of any Letter of Credit.

         "CREDIT PARTY" shall mean the Borrower and each of its Subsidiaries
which is a party to any Credit Document.

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

         "DEFAULTING LENDER" shall mean any Lender with, respect to which a
Lender Default is in effect.

         "DESIGNATED HEDGE AGREEMENT" shall mean any Hedge Agreement to which
the Borrower or any of its Subsidiaries is a party which, pursuant to a written
instrument signed by the Required Lenders, has been designated as a Designated
Hedge Agreement so that the Borrower's or Subsidiaries's counterparty's credit
exposure thereunder will be entitled to share in the benefits of the Subsidiary
Guaranty and the Security Documents to the extent such Subsidiary Guaranty or
Security Documents provide guarantees or collateral for creditors of the
Borrower or any Subsidiary under Designated Hedge Agreements. The Required
Lenders may impose as a condition to any designation of a Designated Hedge
Agreement a requirement that the counterparty enter into an intercreditor or
similar agreement with the Administrative Agent under which recoveries from the
Borrower and its Subsidiaries with respect to such Designated Hedge Agreement
will be shared in a manner consistent with the provisions of section 10.3
hereof.

         "DOLLARS", "U.S. DOLLARS", "DOLLARS" and the sign "$" each means lawful
money of the United States.

         "DOMESTIC LENDING OFFICE" shall mean, with respect to any Lender, the
office of such Lender specified as its Domestic Lending Office in Annex I or in
the Assignment Agreement pursuant to which it became a Lender, or such other
office of such Lender as such Lender may from time to time specify to the
Borrower and the Administrative Agent.

         "EFFECTIVE DATE" shall have the meaning provided in section 12.10.

         "ELIGIBLE TRANSFEREE" shall mean and include a commercial bank,
financial institution or other "accredited investor" (as defined in SEC
Regulation D), in each case which

                  (i) is not disapproved in writing by the Borrower in a notice
         given to a requesting Lender and the Administrative Agent, specifying
         the reasons for such disapproval, within five Business Days following
         the giving of notice to the Borrower of the identity of any proposed
         transferee (any such disapproval by the Borrower must be reasonable, it
         being understood that increased costs under section 2.10 hereof shall
         be deemed a reasonable basis for disapproval), PROVIDED that the
         Borrower shall not be entitled to exercise the foregoing right of
         disapproval if and so long as any Event of Default shall have occurred
         and be continuing, and PROVIDED, FURTHER, that for purposes of
         transfers by the initial Lender prior to the Syndication Date, those
         financial institutions which the Administrative Agent has identified to
         the Borrower prior to the Effective Date as potential Lenders hereunder
         and which the Borrower indicated at such time were acceptable to it,
         shall be considered Eligible Transferees; and

                  (ii) is not a direct competitor of the Borrower or engaged in
         the same or similar principal lines of business as the Borrower and its
         Subsidiaries considered as a whole, and is not an Affiliate of any such
         competitor of the Borrower and its Subsidiaries considered as a whole.

         "ENVIRONMENTAL CLAIMS" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any Environmental Law or any permit issued under any such law
(hereafter "CLAIMS"), 



                                       6
<PAGE>   12

including, without limitation, (a) any and all Claims by governmental or
regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (b)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from
the storage, treatment or Release (as defined in CERCLA) of any Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment.

         "ENVIRONMENTAL LAW" shall mean any applicable Federal, state, foreign
or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy and rule of common
law now or hereafter in effect and in each case as amended, and any binding and
enforceable judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment issued to or
rendered against the Borrower or any of its Subsidiaries relating to the
environment, employee health and safety or Hazardous Materials, including,
without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33
U.S.C. ss. 2601 ET SEQ.; the Clean Air Act, 42 U.S.C. ss. 7401 ET SEQ.; the Safe
Drinking Water Act, 42 U.S.C. ss. 3803 ET SEQ.; the Oil Pollution Act of 1990,
33 U.S.C. ss. 2701 ET SEQ.; the Emergency Planning and the Community
Right-to-Know Act of 1986, 42 U.S.C. ss. 11001 ET SEQ., the Hazardous Material
Transportation Act, 49 U.S.C. ss. 1801 ET SEQ. and the Occupational Safety and
Health Act, 29 U.S.C. ss. 651 ET SEQ. (to the extent it regulates occupational
exposure to Hazardous Materials); and any state and local or foreign
counterparts or equivalents, in each case as amended from time to time.

         "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
Effective Date and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

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

         "EURODOLLAR LENDING OFFICE" shall mean, with respect to any Lender, the
office of such Lender specified as its Eurodollar Lending Office in Annex I or
in the Assignment Agreement pursuant to which it became a Lender, or such other
office or offices for Eurodollar Loans of such Lender as such Lender may from
time to time specify to the Borrower and the Administrative Agent.

         "EURODOLLAR LOANS" shall mean each Loan bearing interest at the rates
provided in section 2.8(a)(ii).

         "EURODOLLAR RATE" shall mean with respect to each Interest Period for a
Eurodollar Loan, (A) either (i) the rate per annum for deposits in Dollars of
amounts in same day funds comparable to the outstanding principal amount of the
Eurodollar Loan for which an interest rate is then being determined for a
maturity most nearly comparable to such Interest Period which appears on page
3750 of the Dow Jones Telerate Screen as of 11:00 A.M. (local time at the Notice
Office) on the date which is two Business Days prior to the commencement of such
Interest Period, or (ii) if such a rate does not appear on such page, an
interest rate per annum equal to the average (rounded upward to the nearest
whole multiple of 1/16 of 1% per annum, if such average is not such a multiple)
of the rate per annum at which deposits in Dollars are offered to each of the
Reference Banks by prime banks in the London interbank Eurodollar market for
deposits of amounts in Dollars in same day funds comparable to the outstanding
principal amount of the Eurodollar Loan for which an interest rate is then being
determined with maturities comparable to the Interest Period to be applicable to
such Eurodollar Loan, determined as of 11:00 A.M. (London time) on the date
which is two Business Days prior to the commencement of such Interest Period, in
each case divided (and rounded upward to the nearest whole multiple of 1/16th of
1%) by (B) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves and without benefit of credits for
proration, exceptions or offsets which may be available from time to time)
applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency liabilities as defined in Regulation D (or any successor category
of liabilities under Regulation D).

                                       7
<PAGE>   13

         "EVENT OF DEFAULT" shall have the meaning provided in section 10.1.

         "EXISTING INDEBTEDNESS" shall have the meaning provided in section
7.18.

         "EXISTING INDEBTEDNESS AGREEMENTS" shall have the meaning provided in
section 7.18.

         "EXISTING LETTER OF CREDIT" shall have the meaning provided in section
3.1(d).

         "FACILITY" shall mean the General Revolving Facility or the Swing Line
Revolving Facility, as applicable.

         "FACILITY FEE" shall have the meaning provided in section 4.1(a).

         "FACING FEE" shall have the meaning provided in section 4.1(c).

         "FEDERAL FUNDS EFFECTIVE 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 4.1.

         "FOREIGN SUBSIDIARY" shall mean any Subsidiary (i) which is not
incorporated in the United States and substantially all of whose assets and
properties are located, or substantially all of whose business is carried on,
outside the United States, or (ii) substantially all of whose assets consist of
Subsidiaries that are Foreign Subsidiaries as defined in clause (i) of this
definition.

         "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being understood and
agreed that determinations in accordance with GAAP for purposes of section 9,
including defined terms as used therein, are subject (to the extent provided
therein) to sections 1.3 and 12.7(a).

         "GENERAL REVOLVING COMMITMENT" shall mean, with respect to each Lender,
the amount, if any, set forth opposite such Lender's name in Annex I as its
"General Revolving Commitment" as the same may be reduced from time to time
pursuant to section 4.2, 4.3 and/or 10.2 or adjusted from time to time as a
result of assignments to or from such Lender pursuant to section 12.4.

         "GENERAL REVOLVING FACILITY" shall mean the facility evidenced by the
Total General Revolving Commitment.

         "GENERAL REVOLVING FACILITY PERCENTAGE" shall mean at any time for any
Lender with a General Revolving Commitment, the percentage obtained by dividing
such Lender's General Revolving Commitment by the Total General Revolving
Commitment, PROVIDED, that if the Total General Revolving Commitment has been
terminated, the General Revolving Facility Percentage for each Lender with a
General Revolving Commitment shall be determined by dividing such Lender's
General Revolving Commitment immediately prior to such termination by the Total
General Revolving Commitment immediately prior to such termination.

         "GENERAL REVOLVING LOAN" shall have the meaning provided in section
2.1(a).

         "GENERAL REVOLVING NOTE" shall have the meaning provided in section
2.6(a)(i).

                                       8
<PAGE>   14

         "GUARANTY OBLIGATIONS" shall mean as to any person (without
duplication) any obligation of such person guaranteeing any Indebtedness
("PRIMARY INDEBTEDNESS") 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 Indebtedness or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary Indebtedness or (ii) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary Indebtedness of the
ability of the primary obligor to make payment of such primary Indebtedness, or
(d) otherwise to assure or hold harmless the owner of such primary Indebtedness
against loss in respect thereof, PROVIDED, HOWEVER, that the term Guaranty
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Guaranty
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary Indebtedness in respect of which such Guaranty 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.

         "HEDGE AGREEMENT" shall mean (i) any interest rate swap agreement, any
interest rate cap agreement, any interest rate collar agreement or other similar
agreement or arrangement designed to protect against fluctuations in interest
rates, and (ii) any currency swap agreement, forward currency purchase agreement
or similar agreement or arrangement designed to protect against fluctuations in
currency exchange rates.

         "HAZARDOUS MATERIALS" shall mean (i) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (ii) any chemicals, materials or substances defined as or
included in the definition of "hazardous substances", "hazardous wastes",
"hazardous materials", "restricted hazardous materials", "extremely hazardous
wastes", "restrictive hazardous wastes", "toxic substances", "toxic pollutants",
"contaminants" or "pollutants", or words of similar meaning and regulatory
effect, under any applicable Environmental Law.

         "INDEBTEDNESS" of any person shall mean without duplication:

                  (i)  all indebtedness of such person for borrowed money;

                  (ii) all bonds, notes, debentures and similar debt securities
         of such person;

                  (iii) the deferred purchase price of capital assets or
         services which in accordance with GAAP would be shown on the liability
         side of the balance sheet of such person;

                  (iv) the face amount of all letters of credit issued for the
         account of such person and, without duplication, all drafts drawn
         thereunder;

                  (v) 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, up to the greater of (A) the portion of
         such Indebtedness equivalent to the fair value of such property, and
         (B) if such Indebtedness has been assumed by such first person, the
         amount thereof so assumed;

                  (vi) all Capitalized Lease Obligations of such person;

                  (vii) the present value, determined on the basis of the
         implicit interest rate, of all basic rental obligations under all
         "synthetic" leases (I.E. leases accounted for by the lessee as
         operating leases under which the lessee is the "owner" of the leased
         property for Federal income tax purposes);

                  (viii) all obligations of such person to pay a specified
         purchase price for goods or services 

                                       9
<PAGE>   15

         whether or not delivered or accepted, I.E., take-or-pay and similar 
         obligations;

                  (ix) all net obligations of such person under Hedge
         Agreements;

                  (x) the full outstanding balance of trade receivables, notes
         or other instruments sold with full or limited recourse, other than
         solely for purposes of collection of delinquent accounts;

                  (xi) the stated value, or liquidation value if higher, of all
         Redeemable Stock of such person; and

                  (xii) all Guaranty Obligations of such person,

PROVIDED that neither trade payables and accrued expenses, in each case arising
in the ordinary course of business, nor obligations in respect of insurance
policies or performance or surety bonds which themselves are not guarantees of
Indebtedness (nor drafts, acceptances or similar instruments evidencing the same
nor obligations in respect of letters of credit supporting the payment of the
same), shall constitute Indebtedness.

         "INTEREST COVERAGE RATIO" shall mean, for any Testing Period, the ratio
of (i) Consolidated EBIT to (ii) Total Interest Expense, in each case on a
consolidated basis for the Borrower and its Subsidiaries for such Testing
Period.

         "INTEREST PERIOD" with respect to any Eurodollar Loan shall mean the
interest period applicable thereto, as determined pursuant to section 2.9.

         "KEYBANK" shall mean KeyBank National Association, a national banking
association, together with its successors and assigns.

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

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

         "LENDER DEFAULT" shall mean (i) the refusal (which has not been
retracted) of a Lender in violation of the requirements of this Agreement to
make available its portion of any incurrence of Loans or to fund its portion of
any unreimbursed payment under section 3.4(c) or (ii) a Lender having notified
the Administrative Agent and/or the Borrower that it does not intend to comply
with the obligations under section 2.1 and/or section 3.4(c), in the case of
either (i) or (ii) as a result of the appointment of a receiver or conservator
with respect to such Lender at the direction or request of any regulatory agency
or authority.

         "LENDER REGISTER" shall have the meaning provided in section 12.16.

         "LETTER OF CREDIT" shall have the meaning provided in section 3.1(a).

         "LETTER OF CREDIT DOCUMENTS" shall have the meaning specified in
section 3.2(a).

         "LETTER OF CREDIT FEE" shall have the meaning provided in section
4.1(b).

         "LETTER OF CREDIT ISSUER" shall mean (i) in respect of each Existing
Letter of Credit, the Lender that has issued same as of the Effective Date; and
(ii) in respect of any other Letter of Credit, (1) KeyBank, and/or (2) such
other Lender that is requested, and agrees, to so act by the Borrower, and is
approved by the Administrative Agent. Unless otherwise agreed between the
Borrower and KeyBank, KeyBank will be the only Letter of Credit Issuer.

         "LETTER OF CREDIT OUTSTANDINGS" shall mean, at any time, the sum,
without duplication, of (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings.

                                       10
<PAGE>   16

         "LETTER OF CREDIT REQUEST" shall have the meaning provided in section
3.2(a).

         "LIEN" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement or any lease
in the nature thereof).

         "LOAN" shall have the meaning provided in section 2.1.

         "MARGIN STOCK" shall have the meaning provided in Regulation U.

         "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the
business, operations, property, assets, liabilities, condition (financial or
otherwise) or prospects of, when used with reference to the Borrower or any of
its Subsidiaries, the Borrower and its Subsidiaries, taken as a whole, or when
used with reference to any other person, such person and its Subsidiaries, taken
as a whole, as the case may be.

         "MATERIAL SUBSIDIARY" shall mean, at any time, with reference to any
person, any Subsidiary of such person that (x) has assets at such time
comprising 5% or more of the consolidated assets of such person and its
Subsidiaries or (y) had net income in the most recently ended fiscal year of
such person comprising 5% or more of the consolidated net income of such person
and its Subsidiaries for such fiscal year.

         "MATURITY DATE" shall mean May 31, 2002, unless earlier terminated, or
extended in accordance with section 4.4.

         "MINIMUM BORROWING AMOUNT" shall mean (i) for General Revolving Loans
which are (A) Prime Rate Loans, $3,000,000, with minimum increments thereafter
of $1,000,000 and (B) Eurodollar Loans, $3,000,000, with minimum increments
thereafter of $1,000,000; and (ii) for Swing Line Revolving Loans, $250,000,
with minimum increments thereafter of $100,000.

         "MONEY MARKET RATE LOAN" shall mean each Swing Line Revolving Loan
bearing interest at a rate provided in section 2.8(b)(ii).

         "MOODY'S" shall mean Moody's Investors Service, Inc. and its
successors.

         "MULTIEMPLOYER PLAN" shall mean a multiemployer plan, as defined in
section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is
making or accruing an obligation to make contributions or has within any of the
preceding three plan years made or accrued an obligation to make contributions.

         "MULTIPLE EMPLOYER PLAN" shall mean an employee benefit plan, other
than a Multiemployer Plan, to which the Borrower or any ERISA Affiliate, and one
or more employers other than the Borrower or an ERISA Affiliate, is making or
accruing an obligation to make contributions or, in the event that any such plan
has been terminated, to which the Borrower or an ERISA Affiliate made or accrued
an obligation to make contributions during any of the five plan years preceding
the date of termination of such plan.

         "NET CASH PROCEEDS" shall mean, with respect to any Asset Sale, the
Cash Proceeds resulting therefrom net of (i) reasonable and customary expenses
of sale incurred in connection with such Asset Sale, and other reasonable and
customary fees and expenses incurred, and all state, and local taxes paid or
reasonably estimated to be payable by such person, as a consequence of such
Asset Sale and the payment of principal, premium and interest of Indebtedness
secured by the asset which is the subject of the Asset Sale and required to be,
and which is, repaid under the terms thereof as a result of such Asset Sale,
(ii) amounts of any distributions payable to holders of minority interests in
the relevant person or in the relevant property or assets and (iii) incremental
income taxes paid or payable as a result thereof.

         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended.

                                       11
<PAGE>   17

         "NON-DEFAULTING LENDER" shall mean each Lender other than a Defaulting
Lender. 

         "NOTE" shall mean a General Revolving Note or a Swing Line Revolving 
Note, as the case may be.

         "NOTICE OF BORROWING" shall have the meaning provided in section
2.3(a).

         "NOTICE OF CONVERSION" shall have the meaning provided in section 2.7.

         "NOTICE OFFICE" shall mean the principal office of the Administrative
Agent. Such office is presently at Key Center, 127 Public Square, Cleveland,
Ohio 44114, Attention: Large Corporate Group (facsimile: (216) 689-4981). If the
Administrative Agent changes its principal office, or a successor Administrative
Agent is appointed as provided herein, the Notice Office will be such other
principal office, located in a city in the United States Eastern Time Zone, as
the Administrative Agent may designate to the Borrower.

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

         "PARTICIPANT" shall have the meaning provided in section 3.4(a).

         "PAYMENT OFFICE" shall mean the principal office of the Administrative
Agent. Such office is presently at Key Center, 127 Public Square, Cleveland,
Ohio 44114, Attention: Large Corporate Group (telephone: (216) 689-4448;
facsimile: (216) 689-4981). If the Administrative Agent changes its principal
office, or a successor Administrative Agent is appointed as provided herein, the
Payment Office will be such other principal office, located in a city in the
United States Eastern Time Zone, as the Administrative Agent may designate to
the Borrower.

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

         "PERMITTED LIENS" shall mean Liens described in section 9.3.

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

         "PLAN" shall mean any 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 by) the Borrower or a Subsidiary of the
Borrower or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which the Borrower, or a Subsidiary of
the Borrower or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

         "PLEDGE AGREEMENT" shall have the meaning provided in section 6.1(c).

         "PRIME RATE" shall mean, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time which rate per annum shall at
all times be equal to the greater of (i) the rate of interest established by
KeyBank in Cleveland, Ohio, from time to time, as its prime rate, whether or not
publicly announced, which interest rate may or may not be the lowest rate
charged by it for commercial loans or other extensions of credit; and (ii) the
Federal Funds Effective Rate in effect from time to time PLUS 1/2 of 1% per
annum.

         "PRIME RATE LOAN" shall mean each Loan bearing interest at the rate
provided in section 2.8(a)(i) or 2.8(b)(i).

                                       12
<PAGE>   18

         "PROHIBITED TRANSACTION" shall mean a transaction with respect to a
Plan that is prohibited under section 4975 of the Code or section 406 of ERISA
and not exempt under section 4975 of the Code or section 408 of ERISA.

         "QUOTED RATE" shall have the meaning provided in section 2.3(b).

         "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C.ss. 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.

         "REDEEMABLE STOCK" shall mean, with respect to any corporation, any
capital stock of such corporation, and with respect to any person which is not a
corporation, any equity interests of such person which are similar to capital
stock, in any such case which (i) is by its terms subject to mandatory
redemption, in whole or in part, pursuant to a sinking fund, scheduled
redemption or similar provisions, at any time prior to the Maturity Date; or
(ii) otherwise is required to be repurchased or retired on a scheduled date or
dates, upon the occurrence of any event or circumstance, at the option of the
holder or holders thereof, or otherwise, at any time prior to the Maturity Date,
other than any such repurchase or retirement occasioned by a "change of control"
or similar event.

         "REFERENCE BANKS" shall mean (i) KeyBank, and (ii) any other Lender or
Lenders selected as a Reference Bank by the Administrative Agent and the
Required Lenders, PROVIDED, that if any of such Reference Banks is no longer a
Lender, such other Lender or Lenders as may be selected by the Administrative
Agent acting on instructions from the Required Lenders.

         "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.

         "REPORTABLE EVENT" shall mean an event described in section 4043 of
ERISA or the regulations thereunder with respect to a Plan, other than those
events as to which the notice requirement is waived under subsections .22, .23,
 .25, .27, .28, .30, .31, .32, .34, .35, .63, .64, .65 or .67 of PBGC Regulation
section 4043.

         "REQUIRED LENDERS" shall mean Non-Defaulting Lenders whose outstanding
General Revolving Loans and Unutilized General Revolving Commitments constitute
at least 66+2/3% of the sum of the total outstanding General Revolving Loans and
Unutilized General Revolving Commitments of Non-Defaulting Lenders (PROVIDED
that, for purposes hereof, neither the Borrower, nor any of its Affiliates,
shall be included in (i) the Lenders holding such amount of the General
Revolving Loans or having such amount of the Unutilized General Revolving
Commitments, or (ii) determining the aggregate unpaid principal amount of the
General Revolving Loans or Unutilized General Revolving Commitments).

         "SALE AND LEASE-BACK TRANSACTION" shall mean any arrangement with any
person providing for the leasing by the Borrower or any Subsidiary of the
Borrower of any property (except for temporary leases for a term, including any
renewal thereof, of not more than one year and except for leases between the
Borrower and a Subsidiary or between Subsidiaries), which property has been or
is to be sold or transferred by the Borrower or such Subsidiary to such person.

         "S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc., and its successors.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "SEC REGULATION D" shall mean Regulation D as promulgated under the
Securities Act of 1933, as 

                                       13
<PAGE>   19
amended, as the same may be in effect from time to time.

         "SECTION 5.4(B)(ii) CERTIFICATE" shall have the meaning provided in
section 5.4(b)(ii).

         "SECURITY DOCUMENTS" shall mean the Pledge Agreement and each other
document pursuant to which any Lien or security interest is granted by any
Credit Party to the Collateral Agent as security for any of the Obligations.

         "STATED AMOUNT" of each Letter of Credit shall mean the maximum
available to be drawn thereunder (regardless of whether any conditions or other
requirements for drawing could then be met, but taking into account any drawings
which have already been made thereunder).

         "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 any Subsidiary which is a party to
the Subsidiary Guaranty.

         "SUBSIDIARY GUARANTY" shall have the meaning provided in section
6.1(c).

         "SUBORDINATED INDEBTEDNESS" shall mean (i) the Convertible Subordinated
Debentures due 2004, and (ii) any other Indebtedness which has been subordinated
to the Obligations in such manner and to such extent as the Administrative Agent
(acting on instructions from the Required Lenders) may require.

         "SWING LINE LENDER" shall have the meaning provided in the introductory
paragraph of this Agreement.

         "SWING LINE REVOLVING COMMITMENT" shall mean, with respect to the Swing
Line Lender, the amount set forth opposite the Swing Line Lender's name in Annex
I as its "Swing Line Revolving Commitment" as the same may be reduced from time
to time pursuant to section 4.2, 4.3 and/or 10.2 or adjusted from time to time
as a result of assignments to or from the Swing Line Lender pursuant to section
12.4.

         "SWING LINE REVOLVING FACILITY" shall mean the facility evidenced by
the Swing Line Revolving Commitment.

         "SWING LINE REVOLVING LOAN" shall have the meaning provided in section
2.1(b).

         "SWING LINE REVOLVING NOTE" shall have the meaning provided in section
2.6(a)(ii).

         "SYNDICATION DATE" shall mean the earlier of (i) the date which is 60
days after the Closing Date, and (ii) the date which the Administrative Agent
determines in its sole discretion (and notifies the Borrower) that the primary
syndication by the initial Lender hereunder of portions of its General Revolving
Commitments to new Lenders has been completed.

         "TESTING PERIOD" shall mean for determination a single period
consisting of the four consecutive fiscal quarters of the Borrower then last
ended (whether or not such quarters are all within the same fiscal year), EXCEPT
that if a particular provision of this Agreement indicates that a Testing Period
shall be of a different specified duration, such Testing Period shall consist of
the particular fiscal quarter or quarters of the Borrower then last ended
(whether or not such quarters are all within the same fiscal year) which are so
indicated in such provision.

         "TOTAL COMMITMENT" shall mean the sum of the Commitments of the
Lenders.

                                       14
<PAGE>   20

         "TOTAL GENERAL REVOLVING COMMITMENT" shall mean the sum of the General
Revolving Commitments of the Lenders.

         "TOTAL INCOME TAX EXPENSE" shall mean, for any period, all provisions
for taxes based on the net income of the Borrower or any of its Subsidiaries
(including, without limitation, any additions to such taxes, and any penalties
and interest with respect thereto), and all franchise taxes of the Borrower and
its Subsidiaries, all as determined for the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP.

         "TOTAL INDEBTEDNESS" shall mean the sum (without duplication) of the
following, for the Borrower and/or any of its Subsidiaries, all as determined on
a consolidated basis of:

                  (i) all indebtedness for borrowed money,

                  (ii) all bonds, notes, debentures and similar debt securities,

                  (iii) the deferred purchase price of capital assets or
         services which in accordance with GAAP would be shown on the liability
         side of a consolidated balance sheet of the Borrower and its
         Subsidiaries,

                  (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, up to the greater of (A) the portion of
         such Indebtedness equivalent to the fair value of such property, and
         (B) if such Indebtedness has been assumed by such first person, the
         amount thereof so assumed,

                  (v) all Capitalized Lease Obligations,

                  (vi) the present value, determined on the basis of the
         implicit interest rate, of all basic rental obligations under all
         "synthetic" leases (i.e. leases accounted for by the lessee as
         operating leases under which the lessee is the "owner" of the leased
         property for Federal income tax purposes,

                  (vii) the full outstanding balance of trade receivables sold
         with full or limited recourse, other than solely for purposes of
         collection of delinquent accounts, PROVIDED that if the structure of
         any receivables sales program provides for "over-collateralization",
         the outstanding balance of the trade receivables attributable to the
         "over-collateralization" may be excluded, and

                  (viii) the stated value, or liquidation value if higher, of 
         all Redeemable  Stock of such person,

PROVIDED that neither trade payables and accrued expenses, in each case arising
in the ordinary course of business, nor obligations in respect of insurance
policies or performance or surety bonds which themselves are not guarantees of
Indebtedness, shall be included.

         "TOTAL INTEREST EXPENSE" shall mean, for any period, total interest
expense (including that which is capitalized and that which is attributable to
Capital Leases, in accordance with GAAP) of the Borrower and its Subsidiaries 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
net costs under Hedge Agreements, but excluding, however, any amortization of
deferred financing costs, all as determined in accordance with GAAP.

         "TOTAL SENIOR INDEBTEDNESS" shall mean at any time (i) Total
Indebtedness at such time, LESS (ii) the sum of the then outstanding principal
amount of (x) the Convertible Subordinated Debentures due 2004, PLUS any other
Subordinated Indebtedness of the Borrower.

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

                                       15
<PAGE>   21

         "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 exceeds the fair market value
of the assets allocable thereto, each determined in accordance with Statement of
Financial Accounting Standards No. 87, based upon the actuarial assumptions used
by the Plan's actuary in the most recent annual valuation of the Plan.

         "UNITED STATES" and "U.S." each means United States of America.

         "UNPAID DRAWING" shall have the meaning provided in section 3.3(a).

         "UNUTILIZED GENERAL REVOLVING COMMITMENT" for any Lender at any time
shall mean the excess of (i) such Lender's General Revolving Commitment at such
time over (ii) the sum of the principal amount of General Revolving Loans made
by such Lender and outstanding at such time and (y) such Lender's General
Revolving Facility Percentage of Letter of Credit Outstandings at such time.

         "UNUTILIZED SWING LINE REVOLVING COMMITMENT" for the Swing Line Lender
at any time shall mean the excess of (i) the Swing Line Revolving Commitment at
such time over (ii) the principal amount of Swing Line Revolving Loans
outstanding at such time.

         "UNUTILIZED TOTAL GENERAL REVOLVING COMMITMENT" shall mean, at any
time, the excess of (i) the Total General Revolving Commitment at such time over
(ii) the sum of (x) the aggregate principal amount of all General Revolving
Loans then outstanding plus (y) the aggregate Letter of Credit Outstandings at
such time.

         "VALUE" shall mean, with respect to a Sale and Lease-Back Transaction,
as of any particular time, the amount equal to the greater of (i) the net
proceeds of the sale or transfer of the property leased pursuant to such Sale
and Lease-Back Transaction or (ii) the fair value in the opinion of the
Borrower, acting in good faith, of such property at the time of entering into
such Sale and Lease-Back Transaction.

         "WHOLLY-OWNED SUBSIDIARY" shall mean each Subsidiary of the Borrower at
least 95% of whose capital stock, equity interests and partnership interests,
other than director's qualifying shares or similar interests, are owned directly
or indirectly by the Borrower.

         "WRITTEN", "WRITTEN" or "IN WRITING" shall mean any form of written
communication or a communication by means of telex, facsimile transmission,
telegraph or cable.

         1.2. COMPUTATION OF TIME PERIODS. In this Agreement in the computation
of periods of time from a specified date to a later specified date, the word
"from" means "from and including" and the words "to" and "until" each means "to
but excluding".

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

         1.4. TERMS GENERALLY. The definitions of terms herein shall apply
equally to the singular and plural 



                                       16
<PAGE>   22

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


         SECTION 2.  AMOUNT AND TERMS OF LOANS.

         2.1. COMMITMENTS FOR LOANS. Subject to and upon the terms and
conditions herein set forth, each Lender severally agrees to make a loan or
loans (each a "LOAN" and, collectively, the "LOANS") to the Borrower, and the
Borrower shall be entitled to obtain Loans from the Lenders, which Loans shall
be drawn, to the extent such Lender has a Commitment under a Facility for the
Borrower, under the applicable Facility, as set forth below:

                  (a) GENERAL REVOLVING FACILITY. Loans to the Borrower under
         the General Revolving Facility (each a "GENERAL REVOLVING LOAN" and,
         collectively, the "GENERAL REVOLVING LOANS") (i) may be made at any
         time and from time to time on and after the Closing Date and prior to
         the Maturity Date; (ii) shall be made only in U.S. Dollars; (iii)
         except as otherwise provided, may, at the option of the Borrower, be
         incurred and maintained as, or converted into, General Revolving Loans
         which are either Prime Rate Loans or Eurodollar Loans, PROVIDED that
         all General Revolving Loans made as part of the same Borrowing shall,
         unless otherwise specifically provided herein, consist of General
         Revolving Loans of the same Type; (iv) may be repaid or prepaid and
         reborrowed in accordance with the provisions hereof; (v) may only be
         made if after giving effect thereto the Unutilized Total General
         Revolving Commitment exceeds the outstanding Swing Line Revolving
         Loans; and (vi) shall not exceed for any Lender at any time outstanding
         that aggregate principal amount which, when added to the product at
         such time of (A) such Lender's General Revolving Facility Percentage,
         TIMES (B) the aggregate Letter of Credit Outstandings, equals the
         General Revolving Commitment of such Lender at such time.

                  (b) SWING LINE REVOLVING FACILITY. Loans to the Borrower under
         the Swing Line Revolving Facility (each a "SWING LINE REVOLVING LOAN"
         and, collectively, the "SWING LINE REVOLVING LOANS") (i) may be made at
         any time and from time to time on and after the Closing Date and prior
         to the Maturity Date; (ii) shall be made only in U.S. Dollars; (iii)
         shall have a maturity of 30 days or less; (iv) shall only be made by
         the Swing Line Lender; (v) except as otherwise provided, may, at the
         option of the Borrower, be incurred as Swing Line Revolving Loans which
         are either Prime Rate Loans or Money Market Rate Loans, PROVIDED that
         all Swing Line Revolving Loans made as part of the same Borrowing
         shall, unless otherwise specifically provided herein, consist of Swing
         Line Revolving Loans of the same Type; (vi) may be repaid or prepaid
         and reborrowed in accordance with the provisions hereof; (vii) may only
         be made if after giving effect thereto the Unutilized Total General
         Revolving Commitment exceeds the outstanding Swing Line Revolving
         Loans; and (viii) shall not exceed for the Swing Line Lender at any
         time outstanding the Swing Line Revolving Commitment at such time.

         2.2. MINIMUM BORROWING AMOUNTS, ETC.; PRO RATA BORROWINGS. (a) The
aggregate principal amount of each Borrowing by the Borrower shall not be less
than the Minimum Borrowing Amount. More than one Borrowing may be incurred by
the Borrower on any day, PROVIDED that (i) if there are two or more Borrowings
on a single day under the same Facility which consist of Eurodollar Loans, each
such Borrowing shall have a different 



                                       17
<PAGE>   23

initial Interest Period, and (ii) at no time shall there be more than 15
Borrowings under the General Revolving Facility which are Eurodollar Loans
outstanding hereunder.

         (b) All Borrowings under a Facility shall be made by the Lenders PRO
RATA on the basis of their respective Commitments under such Facility. It is
understood that no Lender shall be responsible for any default by any other
Lender in its obligation to make Loans hereunder and that each Lender shall be
obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to fulfill its Commitment hereunder.

         2.3. NOTICE OF BORROWING. (a) Whenever the Borrower desires to incur
Loans, it shall give the Administrative Agent at its Notice Office,

                  (A) in the case of any Borrowing under the General Revolving
         Facility of Eurodollar Loans to be made hereunder, prior to 11:00 A.M.
         (local time at its Notice Office), at least three Business Days' prior
         written or telephonic notice thereof (in the case of telephonic notice,
         promptly confirmed in writing if so requested by the Administrative
         Agent),

                  (B) in the case of any Borrowing under the General Revolving
         Facility of Prime Rate Loans to be made hereunder, prior to 11:00 A.M.
         (local time at its Notice Office) on the proposed date thereof written
         or telephonic notice thereof (in the case of telephonic notice,
         promptly confirmed in writing if so requested by the Administrative
         Agent), or

                  (C) in the case of any Borrowing under the Swing Line
         Revolving Facility of any Loans to be made hereunder, prior to 2:00
         P.M. (local time at its Notice Office) on the proposed date thereof
         (which shall in the case of any Money Market Rate Loans be within such
         period as the Administrative Agent shall have specified for the Quoted
         Rate for such Money Market Rate Loans) written or telephonic notice
         thereof (in the case of telephonic notice, promptly confirmed in
         writing if so requested by the Administrative Agent).

Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested
by the Administrative Agent to be confirmed in writing), be substantially in the
form of Exhibit B-1, and in any event shall be irrevocable and shall specify:
(i) the Facility under which the Borrowing is to be incurred; (ii) the aggregate
principal amount of the Loans to be made pursuant to such Borrowing; (iii) the
date of the Borrowing (which shall be a Business Day); (iv) whether the
Borrowing shall consist of Prime Rate Loans, Eurodollar Loans or Money Market
Rate Loans; (v) if the Borrowing consists of Swing Line Revolving Loans, the
maturity date thereof (which shall not be more than 30 days), and if such Swing
Line Revolving Loans are Money Market Rate Loans, the Quoted Rate therefor; and
(vi) if the requested Borrowing consists of Eurodollar Loans, the Interest
Period to be initially applicable thereto. If the Borrower fails to specify in a
Notice of Borrowing the maturity date of any Swing Line Revolving Loans, such
maturity date shall be deemed to be 30 days. The Administrative Agent shall
promptly give each Lender which has a Commitment under any applicable Facility
written notice (or telephonic notice promptly confirmed in writing) of each
proposed Borrowing under the applicable Facility, of such Lender's proportionate
share thereof and of the other matters covered by the Notice of Borrowing
relating thereto.

         (b) Whenever the Borrower proposes to submit a Notice of Borrowing with
respect to Swing Line Revolving Loans which will be Money Market Rate Loans, it
will prior to submitting such Notice of Borrowing notify the Administrative
Agent of its intention and request the Administrative Agent to quote a fixed or
floating interest rate (the "QUOTED RATE") to be applicable thereto prior to the
proposed maturity thereof. The Administrative Agent will immediately so notify
the Swing Line Lender, and if the Swing Line Lender is agreeable to a particular
interest rate for the proposed maturity of such Money Market Rate Loans if such
Loans are made on or prior to a specified date, the Administrative Agent shall
quote such interest rate to the Borrower as the Quoted Rate applicable to such
proposed Money Market Rate Loans if made on or before such specified date for a
maturity as so proposed by the Borrower. The Swing Line Lender contemplates that
any Quoted Rate will be a rate of interest which reflects a margin corresponding
to (or greater than) the Applicable Eurodollar Margin in effect at the time of
quotation of 



                                       18
<PAGE>   24

any Quoted Rate, over the then prevailing Federal Funds Effective Rate, or a
commercial paper, call money, overnite repurchase or other commonly quoted
interest rate, in each case as selected by the Swing Line Lender. Nothing herein
shall permit or obligate any Lender other than the Swing Line Lender to approve
or agree to a Quoted Rate.

         (c) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent may act prior to receipt of written confirmation without
liability upon the basis of such telephonic notice believed by the
Administrative Agent in good faith to be from an Authorized Officer of the
Borrower entitled to give telephonic notices under this Agreement on behalf of
the Borrower. In each such case, the Administrative Agent's record of the terms
of such telephonic notice shall be conclusive absent manifest error.

         2.4. DISBURSEMENT OF FUNDS. (a) No later than (x) 2:00 P.M. (local time
at the Payment Office) on the date specified in each Notice of Borrowing
relating to General Revolving Loans, or (y) 2:30 P.M. (local time at the Payment
Office) on the date specified in each Notice of Borrowing relating to Swing Line
Revolving Loans, each Lender with a Commitment under the Facility under which
any Borrowing pursuant to such Notice of Borrowing is to be made will make
available its PRO RATA share, if any, of each Borrowing under such Facility
requested to be made on such date in the manner provided below. All amounts
shall be made available to the Administrative Agent in U.S. dollars and
immediately available funds at the Payment Office and the Administrative Agent
promptly will make available to the Borrower by depositing to its account at the
Payment Office the aggregate of the amounts so made available in the type of
funds received. Unless the Administrative Agent shall have been notified by any
Lender prior to the date of Borrowing that such Lender does not intend to make
available to the Administrative Agent its portion of the Borrowing or Borrowings
to be made on such date, the Administrative Agent may assume that such Lender
has made such amount available to the Administrative Agent on such date of
Borrowing, and the Administrative Agent, in reliance upon such assumption, may
(in its sole discretion and without any obligation to do so) make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender and the Administrative
Agent has made available same to the Borrower, the Administrative Agent shall be
entitled to recover such corresponding amount from such Lender. If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent shall promptly notify the Borrower,
and the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
from such Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds
Effective Rate or (y) if paid by the Borrower, the then applicable rate of
interest, calculated in accordance with section 2.8, for the respective Loans
(but without any requirement to pay any amounts in respect thereof pursuant to
section 2.11).

         (b) Nothing herein and no subsequent termination of the Commitments
pursuant to section 4.2 or 4.3 shall be deemed to relieve any Lender from its
obligation to fulfill its commitments hereunder and in existence from time to
time or to prejudice any rights which the Borrower may have against any Lender
as a result of any default by such Lender hereunder.

         2.5. REFUNDING OF, OR PARTICIPATION IN, SWING LINE REVOLVING LOANS. (a)
If any Event of Default exists, the Swing Line Lender may, in its sole and
absolute discretion, direct that the Swing Line Revolving Loans owing to it be
refunded by delivering a notice to such effect to the Administrative Agent,
specifying the aggregate principal amount thereof (a "NOTICE OF SWING LINE
REFUNDING"). Promptly upon receipt of a Notice of Swing Line Refunding, the
Administrative Agent shall give notice of the contents thereof to the Lenders
with General Revolving Commitments and, unless an Event of Default specified in
section 10.1(h) in respect of the Borrower has occurred, the Borrower. Each such
Notice of Swing Line Refunding shall be deemed to constitute delivery by the
Borrower of a Notice of Borrowing requesting General Revolving Loans consisting
of Prime Rate Loans in the amount of the Swing Line Revolving Loans to which it
relates. Each Lender with a General Revolving Commitment (including the Swing
Line Lender, in its capacity as a Lender) hereby unconditionally agrees
(notwithstanding that any of the conditions specified in section 6.2 hereof or
elsewhere in this Agreement shall not have been satisfied, 



                                       19
<PAGE>   25

but subject to the provisions of paragraph (b) below) to make a General
Revolving Loan to the Borrower in an amount equal to such Lender's General
Revolving Facility Percentage of the aggregate amount of the Swing Line
Revolving Loans to which such Notice of Swing Line Refunding relates. Each such
Lender shall make the amount of such General Revolving Loan available to the
Administrative Agent in immediately available funds at the Payment Office not
later than 2:00 P.M. (local time at the Payment Office), if such notice is
received by such Lender prior to 11:00 A.M. (local time at its Domestic Lending
Office), or not later than 2:00 P.M. (local time at the Payment Office) on the
next Business Day, if such notice is received by such Lender after such time.
The proceeds of such General Revolving Loans shall be made immediately available
to the Swing Line Lender and applied by it to repay the principal amount of the
Swing Line Revolving Loans to which such Notice of Swing Line Refunding related.
The Borrower irrevocably and unconditionally agrees that, notwithstanding
anything to the contrary contained in this Agreement, General Revolving Loans
made as herein provided in response to a Notice of Swing Line Refunding shall
constitute General Revolving Loans hereunder consisting of Prime Rate Loans.

         (b) If prior to the time a General Revolving Loan would otherwise have
been made as provided above as a consequence of a Notice of Swing Line
Refunding, any of the events specified in section 10.1(h) shall have occurred in
respect of the Borrower or one or more of the Lenders with General Revolving
Commitments shall determine that it is legally prohibited from making a General
Revolving Loan under such circumstances, each Lender (other than the Swing Line
Lender), or each Lender (other than the Swing Line Lender) so prohibited, as the
case may be, shall, on the date such General Revolving Loan would have been made
by it (the "PURCHASE DATE"), purchase an undivided participating interest in the
outstanding Swing Line Revolving Loans to which such Notice of Swing Line
Refunding related, in an amount (the "SWING LINE PARTICIPATION AMOUNT") equal to
such Lender's General Revolving Facility Percentage of such Swing Line Revolving
Loans. On the Purchase Date, each such Lender or each such Lender so prohibited,
as the case may be, shall pay to the Swing Line Lender, in immediately available
funds, such Lender's Swing Line Participation Amount, and promptly upon receipt
thereof the Swing Line Lender shall, if requested by such other Lender, deliver
to such Lender a participation certificate, dated the date of the Swing Line
Lender's receipt of the funds from, and evidencing such Lender's participating
interest in such Swing Line Revolving Loans and its Swing Line Participation
Amount in respect thereof. If any amount required to be paid by a Lender to the
Swing Line Lender pursuant to the above provisions in respect of any Swing Line
Participation Amount is not paid on the date such payment is due, such Lender
shall pay to the Swing Line Lender on demand interest on the amount not so paid
at the overnight Federal Funds Effective Rate from the due date until such
amount is paid in full.

         (c) Whenever, at any time after the Swing Line Lender has received from
any other Lender such Lender's Swing Line Participation Amount, the Swing Line
Lender receives any payment from or on behalf of the Borrower on account of the
related Swing Line Revolving Loans, the Swing Line Lender will promptly
distribute to such Lender its General Revolving Facility Percentage of such
payment on account of its Swing Line Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Lender's participating interest was outstanding and funded);
PROVIDED, HOWEVER, that in the event such payment received by the Swing Line
Lender is required to be returned, such Lender will return to the Swing Line
Lender any portion thereof previously distributed to it by the Swing Line
Lender.

         (d) Each Lender's obligation to make General Revolving Loans and/or to
purchase participations in connection with a Notice of Swing Line Refunding
(which shall in all events be within such Lender's Unutilized General Revolving
Commitment, taking into account all outstanding participations in connection
with Swing Line Refundings) shall be subject to the conditions that:

                  (i) such Lender shall have received a Notice of Swing Line
         Refunding complying with the provisions hereof, and

                  (ii) at the time the Swing Line Revolving Loans which are the
         subject of such Notice of Swing Line Refunding were made, the Swing
         Line Lender had no actual written notice from another Lender that an
         Event of Default had occurred and was continuing),

                                       20
<PAGE>   26

but otherwise shall be absolute and unconditional, shall be solely for the
benefit of the Swing Line Lender, and shall not be affected by any circumstance,
including, without limitation, (A) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against any other Lender, any
Credit Party, or any other person, or any Credit Party may have against any
Lender or other person, as the case may be, for any reason whatsoever; (B) the
occurrence or continuance of a Default or Event of Default; (C) any event or
circumstance involving a Material Adverse Effect upon the Borrower; (D) any
breach of any Credit Document by any party thereto; or (E) any other
circumstance, happening or event, whether or not similar to any of the
foregoing.

         2.6. NOTES. (a) The Borrower's obligation to pay the principal of, and
interest on, the Loans made to it by each Lender shall be evidenced (i) if
General Revolving Loans, by a promissory note substantially in the form of
Exhibit A-1 with blanks appropriately completed in conformity herewith (each a
"GENERAL REVOLVING NOTE" and, collectively, the "GENERAL REVOLVING NOTES"), and
(ii) if Swing Line Revolving Loans, by a promissory note substantially in the
form of Exhibit A-2 with blanks appropriately completed in conformity herewith
(the "SWING LINE REVOLVING NOTE").

         (b) The General Revolving Note issued to a Lender with a General
Revolving Commitment shall: (i) be executed by the Borrower; (ii) be payable to
the order of such Lender and be dated on or prior to the date the first Loan
evidenced thereby is made; (iii) be in a stated principal amount equal to the
General Revolving Commitment of such Lender and be payable in the principal
amount of General Revolving Loans evidenced thereby; (iv) mature on the Maturity
Date; (v) bear interest as provided in section 2.8 in respect of the Prime Rate
Loans and Eurodollar Loans, as the case may be, evidenced thereby; (vi) be
subject to mandatory prepayment as provided in section 5.2: and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

         (c) The Swing Line Revolving Note issued to the Swing Line Lender
shall: (i) be executed by the Borrower; (ii) be payable to the order of such
Lender and be dated on or prior to the date the first Loan evidenced thereby is
made; (iii) be in a stated principal amount equal to the Swing Line Revolving
Commitment of such Lender and be payable in the principal amount of Swing Line
Revolving Loans evidenced thereby; (iv) mature as to any Swing Line Revolving
Loan evidenced thereby on the maturity date, not later than the 30th day
following the date such Swing Line Revolving Loan was made, specified in the
applicable Notice of Borrowing; (v) bear interest as provided in section 2.8 in
respect of the Prime Rate Loans or Money Market Rate Loans, as the case may be,
evidenced thereby; (vi) be subject to mandatory prepayment as provided in
section 5.2; and (vii) be entitled to the benefits of this Agreement and the
other Credit Documents.

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

         2.7. CONVERSIONS OF GENERAL REVOLVING LOANS. The Borrower shall have
the option to convert on any Business Day all or a portion at least equal to the
applicable Minimum Borrowing Amount of the outstanding principal amount of the
outstanding Loans comprising a Borrowing under the General Revolving Facility
into a Borrowing or Borrowings under the same Facility of the other Type of Loan
which can be made pursuant to such Facility, PROVIDED that: (i) no partial
conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding
principal amount of the Eurodollar Loans made pursuant to such Borrowing to less
than the Minimum Borrowing Amount applicable thereto; (ii) any conversion of
Eurodollar Loans into Prime Rate Loans shall be made on, and only on, the last
day of an Interest Period for such Eurodollar Loans; (iii) Prime Rate Loans may
only be converted into Eurodollar Loans if no Default under section 10.1(a) or
Event of Default is in existence on the date of the conversion unless the
Required Lenders otherwise agree; and (iv) Borrowings of Eurodollar Loans
resulting from this section 2.7 shall conform to the requirements of section
2.2. Each such conversion shall be effected by the Borrower giving the
Administrative Agent at its Notice Office, prior to 11:00 A.M. (local time at
such Notice Office), at least three Business Days' (or prior to 11:00 A.M.
(local time at such Notice Office) same Business Day's, in the case of a
conversion into Prime Rate Loans) prior written notice (or telephonic notice
promptly confirmed in writing if so requested by the Administrative Agent) (each
a "NOTICE OF CONVERSION"), substantially in 



                                       21
<PAGE>   27

the form of Exhibit B-2, specifying the Loans to be so converted, the Type of
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 Lender prompt notice of any such proposed
conversion affecting any of its Loans. For the avoidance of doubt, the
prepayment or repayment of any Loans out of the proceeds of other Loans by the
Borrower is not considered a conversion of Loans into other Loans.

         2.8. INTEREST. (a) The unpaid principal amount of each General
Revolving Loan which is (i) a Prime Rate Loan shall bear interest from the date
of the Borrowing thereof until maturity (whether by acceleration or otherwise)
at a fluctuating rate per annum which shall at all times be equal to the Prime
Rate in effect from time to time; and (ii) a Eurodollar Loan shall bear interest
from 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 Applicable
Eurodollar Margin (as defined below) for such General Revolving Loan PLUS the
relevant Eurodollar Rate.

         (b) The unpaid principal amount of each Swing Line Revolving Loan which
is (i) a Prime Rate Loan shall bear interest from the date of the Borrowing
thereof until maturity (whether by acceleration or otherwise) at a fluctuating
rate per annum which shall at all times be equal to the Prime Rate in effect
from time to time; and (ii) a Money Market Rate Loan shall bear interest from
the date of the Borrowing thereof until maturity (whether by acceleration or
otherwise) at a rate per annum which shall be equal to the Quoted Rate therefor.

         (c) Notwithstanding the above provisions, if a Default under section
10.1(a) is in existence, or an Event of Default is in existence and the
Administrative Agent or any Lender shall have notified the Borrower thereof in
writing, all outstanding amounts of principal and, to the extent permitted by
law, all overdue interest, in respect of each Loan shall bear interest, payable
on demand, at a rate per annum equal to 2% per annum above the interest rate
otherwise applicable thereto. If any amount (other than the principal of and
interest on the Loans) payable by the Borrower under the Credit Documents is not
paid when due, such amount shall bear interest, payable on demand, at a rate per
annum equal to the Prime Rate in effect from time to time PLUS 2% per annum.

         (d) Interest shall accrue from and including the date of any Borrowing
to but excluding the date of any prepayment or repayment thereof and shall be
payable:

                  (i) in the case of any Swing Line Revolving Loan, (A) in
         advance on a nonrefundable basis, if so agreed by the Borrower, or (B)
         in all other cases, on any prepayment (on the amount prepaid), at
         maturity (whether by acceleration or otherwise) and, after such
         maturity, on demand; and

                  (ii) in the case of any General Revolving Loan, (A) which is a
         Prime Rate Loan, quarterly in arrears on the last Business Day of
         March, June, September and December, (B) which is a Eurodollar Loan, on
         the last day of each Interest Period applicable thereto and, in the
         case of an Interest Period in excess of three months, on the dates
         which are successively three months after the commencement of such
         Interest Period, and (C) in respect of each Loan, on any prepayment or
         conversion (on the amount prepaid or converted), at maturity (whether
         by acceleration or otherwise) and, after such maturity, on demand.

         (e) All computations of interest hereunder shall be made in accordance
with section 12.7(b).

         (f) Each Reference Bank agrees to furnish the Administrative Agent
timely information for the purpose of determining the Eurodollar Rate for any
Borrowing consisting of Eurodollar Loans. If any one or more of the Reference
Banks shall not timely furnish such information, the Administrative Agent shall
determine the Eurodollar Rate on the basis of timely information furnished by
the remaining Reference Banks. The Administrative Agent upon determining the
interest rate for any Borrowing shall promptly notify the Borrower and the
Lenders thereof.

         (g) As used herein, the term "APPLICABLE EURODOLLAR MARGIN", as applied
to any Loan which is a Eurodollar Loan, means the particular rate per annum
determined by the Administrative Agent in accordance with the Pricing Grid Table
which appears below, based on the Borrower's Interest Coverage Ratio for its
most recent 



                                       22
<PAGE>   28

Testing Period which consists of a single fiscal quarter, and the following
provisions:

                  (i) Initially, until changed hereunder in accordance with the
         following provisions, the Applicable Eurodollar Margin will be 150
         basis points per annum.

                  (ii) Commencing with the fiscal quarter of the Borrower ended
         on or nearest to June 30, 1998, and continuing for each fiscal quarter
         thereafter, the Administrative Agent will determine the Applicable
         Eurodollar Margin for any Loan in accordance with the Pricing Grid
         Table, based on the Borrower's Interest Coverage Ratio for its most
         recent Testing Period which consists of a single fiscal quarter.
         Changes in the Applicable Eurodollar Margin based upon changes in such
         ratio shall become effective on the first day of the month following
         the receipt by the Administrative Agent pursuant to section 8.1(b) of
         the quarterly financial statements of the Borrower, accompanied by the
         certificate and calculations referred to in section 8.1(c),
         demonstrating the computation of such ratio, based upon the ratio in
         effect at the end of the Testing Period which is covered by such
         quarterly financial statements, PROVIDED, HOWEVER, that if any such
         quarterly financial statements, or the related certificate referred to
         in section 8.1(c), are not timely delivered, the Administrative Agent
         may determine the Applicable Eurodollar Margin based upon a good faith
         estimate by the Borrower of its Interest Coverage Ratio for its most
         recent Testing Period which consists of a single fiscal quarter,
         PROVIDED, FURTHER, that if upon delivery of such delinquent quarterly
         financial statements and related certificate, such financial statements
         indicate that such good faith estimate was incorrect and, as a result
         thereof, the Applicable Eurodollar Margin for any Loans was too low at
         such determination, the Applicable Eurodollar Margin for such Loans
         shall be increased, as appropriate, with retroactive effect to the date
         of the change made on the basis of such determination, and the Borrower
         will immediately pay to the Administrative Agent, for the account of
         the Lenders having Commitments in respect of the Facility under which
         such Loans were incurred all additional interest due by reason of such
         increased Applicable Eurodollar Margin.

                  (iii) Any changes in the Applicable Eurodollar Margin shall be
         determined by the Administrative Agent in accordance with the above
         provisions and the Administrative Agent will promptly provide notice of
         such determinations to the Borrower and the Lenders. Any such
         determination by the Administrative Agent pursuant to this section
         2.8(g) shall be conclusive and binding absent manifest error.


                               PRICING GRID TABLE
                           (EXPRESSED IN BASIS POINTS)
<TABLE>
<CAPTION>
====================================================================================================================

                                                                          APPLICABLE             APPLICABLE
                  INTEREST COVERAGE RATIO                                 EURODOLLAR              FACILITY
                   FOR A TESTING PERIOD                                     MARGIN                FEE RATE
           CONSISTING OF A SINGLE FISCAL QUARTER

--------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                        <C>
[greater than or equal to] 5.00 to 1.00                                       37.50                     12.50
--------------------------------------------------------------------------------------------------------------------

[greater than or equal to] 4.00 to 1.00 and [less than] 5.00 to 1.00          62.50                     12.50
--------------------------------------------------------------------------------------------------------------------

[greater than or equal to] 3.50 to 1.00 and [less than] 4.00 to 1.00         102.50                     17.50
--------------------------------------------------------------------------------------------------------------------

[greater than or equal to] 3.00 to 1.00 and [less than] 3.50 to 1.00         125.00                     25.00
--------------------------------------------------------------------------------------------------------------------

[greater than or equal to] 2.50 to 1.00 and [less than] 3.00 to 1.00         137.50                     37.50
--------------------------------------------------------------------------------------------------------------------

[greater than or equal to] 2.25 to 1.00 and [less than] 2.50 to 1.00         150.00                     50.00
====================================================================================================================
</TABLE>


                                       23
<PAGE>   29
<TABLE>
<CAPTION>
====================================================================================================================

                                                                        APPLICABLE                APPLICABLE
                  INTEREST COVERAGE RATIO                               EURODOLLAR                 FACILITY
                   FOR A TESTING PERIOD                                   MARGIN                   FEE RATE
           CONSISTING OF A SINGLE FISCAL QUARTER

--------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                        <C>
[less than] 2.25 to 1.00                                                  162.50                     50.00

====================================================================================================================
</TABLE>

         2.9. INTEREST PERIODS. (a) 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 11:00 A.M. (local time at the applicable
Notice Office) on the third Business Day prior to the expiration of an Interest
Period applicable to a Borrowing of Eurodollar Loans, it shall have the right to
elect by giving the Administrative Agent written or telephonic notice (in the
case of telephonic notice, promptly confirmed in writing if so requested by the
Administrative Agent) 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 Prime 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 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
         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) subject to the foregoing clauses (i) through (iii), (A)
         only a one month Interest Period shall be available to be selected
         prior to the Syndication Date; and (B) all General Revolving Loans
         which constitute Eurodollar Loans and are outstanding during said
         period shall have been incurred or converted into one or more
         Borrowings, with all such Borrowings to have an Interest Period which
         commences and ends on the same date;

                  (v) no Interest Period for any Loan may be selected which
         would end after the Maturity Date; and

                  (vi) no Interest Period may be elected at any time when a
         Default under section 10.1(a) or an Event of Default is then in
         existence unless the Required Lenders otherwise agree.

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

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



                                       24
<PAGE>   30

parties hereto):

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

                  (ii) at any time, that such Lender shall incur increased costs
         or reductions in the amounts received or receivable hereunder in an
         amount which such Lender deems material with respect to any Eurodollar
         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 Effective Date in any applicable law, governmental rule,
         regulation, guideline, order or request (whether or not having the
         force of law), or in the interpretation or administration thereof and
         including the introduction of any new law or governmental rule,
         regulation, guideline, order or request (such as, for example, but not
         limited to, a change in official reserve requirements, but, in all
         events, excluding reserves includable in the Eurodollar Rate pursuant
         to the definition thereof) and/or (y) other circumstances adversely
         affecting the interbank Eurodollar market or the position of such
         Lender in such market; or

                  (iii) at any time, that the making or continuance of any
         Eurodollar Loan has become unlawful by compliance by such Lender in
         good faith with any change since the Effective Date in any law,
         governmental rule, regulation, guideline or order, or the
         interpretation or application thereof, or would conflict with any
         thereof not having the force of law but with which such Lender
         customarily complies or has become impracticable as a result of a
         contingency occurring after the Effective Date which materially
         adversely affects the interbank Eurodollar market;

THEN, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) above) shall (x) on or promptly following such date or time
and (y) within 10 Business Days of the date on which such event no longer exists
give notice (by telephone confirmed in writing) to the Borrower and to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other applicable Lenders).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion given by the Borrower with respect to Eurodollar Loans which have not
yet been incurred or converted shall be deemed rescinded by the Borrower or, in
the case of a Notice of Borrowing, shall, at the option of the Borrower, be
deemed converted into a Notice of Borrowing for Prime Rate Loans to be made on
the date of Borrowing contained in such Notice of Borrowing, (y) in the case of
clause (ii) above, the Borrower shall pay to such Lender, upon written demand
therefor, such additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender shall
determine) as shall be required to compensate such Lender, for such increased
costs or reductions in amounts receivable hereunder (a written notice as to the
additional amounts owed to such Lender, showing the basis for the calculation
thereof, which basis must be reasonable, submitted to the Borrower by such
Lender shall, absent manifest error, be final and conclusive and binding upon
all parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in section 2.10(b) as promptly as
possible and, in any event, within the time period required by law.

         (b) At any time that any Eurodollar Loan is affected by the
circumstances described in section 2.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to section 2.10(a)(iii) the
Borrower shall) either (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, by giving the Administrative Agent telephonic notice
(confirmed promptly in writing) thereof on the same date that the Borrower was
notified by a Lender pursuant to section 2.10(a)(ii) or (iii), cancel said
Borrowing, convert the related Notice of Borrowing into one requesting a
Borrowing of Prime Rate Loans or require the affected Lender to make its
requested Loan as a Prime Rate Loan, or (ii) if the affected Eurodollar Loan is
then outstanding, upon at least one Business Day's notice to the Administrative
Agent, require the affected Lender to convert each such Eurodollar Loan into a
Prime Rate Loan, PROVIDED that if more than one Lender is affected at any time,
then all affected 



                                       25
<PAGE>   31

Lenders must be treated the same pursuant to this section 2.10(b).

         (c) If any Lender shall have determined that after the Effective Date,
the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged by law with the interpretation or administration thereof, or
compliance by such Lender or its parent corporation 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, in each case made
subsequent to the Effective Date, has or would have the effect of reducing by an
amount reasonably deemed by such Lender to be material the rate of return on
such Lender's or its parent corporation's capital or assets as a consequence of
such Lender's commitments or obligations hereunder to a level below that which
such Lender or its parent corporation could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender's or
its parent corporation's policies with respect to capital adequacy), then from
time to time, within 15 days after demand by such Lender (with a copy to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender or its parent corporation for
such reduction. Each Lender, upon determining in good faith that any additional
amounts will be payable pursuant to this section 2.10(c), will give prompt
written notice thereof to the Borrower, which notice shall set forth, in
reasonable detail, the basis of the calculation of such additional amounts,
which basis must be reasonable, although the failure to give any such notice
shall not release or diminish any of the Borrower's obligations to pay
additional amounts pursuant to this section 2.10(c) upon the subsequent receipt
of such notice.

         (d) Notwithstanding anything in this Agreement to the contrary, (i) no
Lender shall be entitled to compensation or payment or reimbursement of other
amounts under section 2.10 or 3.5 for any amounts incurred or accruing more than
90 days prior to the giving of notice to the Borrower of additional costs or
other amounts of the nature described in such sections, and (ii) no Lender shall
demand compensation for any reduction referred to in section 2.10(c) or payment
or reimbursement of other amounts under section 3.5 if it shall not at the time
be the general policy or practice of such Lender to demand such compensation,
payment or reimbursement in similar circumstances under comparable provisions of
other credit agreements.

         2.11. COMPENSATION. The Borrower shall compensate each applicable
Lender, upon its written request (which request shall set forth the detailed
basis for requesting and the method of calculating 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 Lender to fund its Eurodollar Loans
or Money Market Rate Loans) which such Lender may sustain: (i) if for any reason
(other than a default by such Lender or the Administrative Agent) a Borrowing of
Eurodollar Loans or Money Market Rate Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion (whether or not
withdrawn by the Borrower or deemed withdrawn pursuant to section 2.10(a)); (ii)
if any repayment, prepayment or conversion of any of its Eurodollar Loans or
Money Market Rate Loans occurs on a date which is not the last day of an
Interest Period applicable thereto (in the case of Eurodollar Loans) or the
maturity date thereof (in the case of any Money Market Rate Loans), as the case
may be; (iii) if any prepayment of any of its Eurodollar Loans or Money Market
Rate Loans, as the case may be, 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 Money Market Rate Loans
when required by the terms of this Agreement or (y) an election made pursuant to
section 2.10(b).

         2.12. CHANGE OF LENDING OFFICE; REPLACEMENT OF LENDERS. (a) Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of
section 2.10(a)(ii) or (iii), 2.10(c) or 3.5 with respect to such Lender, it
will, if requested by the Borrower, use reasonable efforts (subject to overall
policy considerations of such Lender) to designate another Applicable Lending
Office for any Loans or Commitment affected by such event, PROVIDED that such
designation is made on such terms that such Lender and its Applicable Lending
Office 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.

                                       26
<PAGE>   32

         (b) If any Lender requests any compensation, reimbursement or other
payment under section 2.10(a)(ii) or (iii), 2.10(c) or 3.5 with respect to such
Lender, or if any Lender is a Defaulting Lender, then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with the restrictions contained in section 12.4(b)), all its
interests, rights and obligations under this Agreement to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); PROVIDED that (i) the Borrower shall have received the
prior written consent of the Administrative Agent, which consent shall not be
unreasonably withheld, (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts), and (iii) in the case of any
such assignment resulting from a claim for compensation, reimbursement or other
payments required to be made under section 2.10(a)(ii) or (iii), 2.10(c) or 3.5
with respect to such Lender, such assignment will result in a reduction in such
compensation, reimbursement or payments. A Lender shall not be required to make
any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.

         (c) Nothing in this section 2.12 shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided in section 2.10
or 3.5.

         SECTION 3.        LETTERS OF CREDIT.

         3.1. 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 Closing Date and prior to the
date that is 15 Business Days prior to the Maturity Date to issue, for the
account of the Borrower or any of its Subsidiaries and in support of (i) trade
obligations of the Borrower and its Subsidiaries incurred in the ordinary course
of business, and/or (ii) worker compensation, liability insurance, releases of
contract retention obligations, contract performance guarantee requirements and
other bonding obligations of the Borrower or any such Subsidiary incurred in the
ordinary course of its business, and such other standby obligations of the
Borrower and its Subsidiaries that are acceptable to the Letter of Credit
Issuer, and subject to and upon the terms and conditions herein set forth, such
Letter of Credit Issuer agrees to issue from time to time, irrevocable
documentary or standby letters of credit denominated in Dollars in such form as
may be approved by such Letter of Credit Issuer and the Administrative Agent
(each such letter of credit (and each Existing Letter of Credit described in
section 3.1(d)), a "LETTER OF CREDIT" and collectively, the "LETTERS OF
CREDIT").

         (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) $15,000,000 or (y) when added
to the aggregate principal amount of all General Revolving Loans then
outstanding, plus the portion of the Total General Revolving Commitment reserved
for possible refunding of outstanding Swing Line Revolving Loans, an amount
equal to the Total General Revolving Commitment at such time; (ii) no individual
Letter of Credit (other than any Existing Letter of Credit) shall be issued
which has an initial Stated Amount less than $100,000 unless such lesser Stated
Amount is acceptable to the Letter of Credit Issuer; and (iii) each Letter of
Credit shall have an expiry date (including any renewal periods) occurring not
later than the earlier of (A) one year from the date of issuance thereof, unless
a longer period is approved by the relevant Letter of Credit Issuer and Lenders
(other than any Defaulting Lender) holding a majority of the Total General
Revolving Commitment, and (B) 15 Business Days prior to the Maturity Date, in
each case on terms acceptable to the Administrative Agent and the relevant
Letter of Credit Issuer.

         (c) Notwithstanding the foregoing, in the event a Lender Default
exists, no Letter of Credit Issuer shall be required to issue any Letter of
Credit unless either (i) 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 Defaulting Lender or Lenders, including by cash collateralizing such
Defaulting Lender's or Lenders' General Revolving Facility Percentage of the
Letter of Credit Outstandings; or (ii) 



                                       27
<PAGE>   33

the issuance of such Letter of Credit, taking into account the potential failure
of the Defaulting Lender or Lenders to risk participate therein, will not cause
the Letter of Credit Issuer to incur aggregate credit exposure hereunder with
respect to General Revolving Loans and Letter of Credit Outstandings in excess
of its General Revolving Commitment, and the Borrower has undertaken, for the
benefit of such Letter of Credit Issuer, pursuant to an instrument satisfactory
in form and substance to such Letter of Credit Issuer, not to thereafter incur
Loans or Letter of Credit Outstandings hereunder which would cause the Letter of
Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans
and Letter of Credit Outstandings in excess of its Commitment.

         (d) Annex VI hereto contains a description of all letters of credit
outstanding on, and to continue in effect after, the Closing Date. Each such
letter of credit issued by a bank that is or becomes a Lender under this
Agreement on the Effective Date (each, an "EXISTING LETTER OF CREDIT") shall
constitute a "Letter of Credit" for all purposes of this Agreement, issued, for
purposes of section 3.4(a), on the Closing Date, and the Borrower, the
Administrative Agent and the applicable Lenders hereby agree that, from and
after such date, the terms of this Agreement shall apply to such Letters of
Credit, superseding any other agreement theretofore applicable to them to the
extent inconsistent with the terms hereof.

         3.2. 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 Letter of Credit Issuer written or telephonic
notice (in the case of telephonic notice, promptly confirmed in writing if so
requested by the Administrative Agent) which, if in the form of written notice
shall be substantially in the form of Exhibit B-3, or transmit by electronic
communication (if arrangements for doing so have been approved by the Letter of
Credit Issuer), prior to 11:00 A.M. (local time at its Notice Office) at least
three Business Days (or such shorter period as may be acceptable to the relevant
Letter of Credit Issuer) prior to the proposed date of issuance (which shall be
a Business Day) (each a "LETTER OF CREDIT REQUEST"), which Letter of Credit
Request shall include such supporting documents that such Letter of Credit
Issuer customarily requires in connection therewith (including, in the case of a
Letter of Credit for an account party other than the Borrower, an application
for, and if applicable a reimbursement agreement with respect to, such Letter of
Credit). Any such documents executed in connection with the issuance of a Letter
of Credit, including the Letter of Credit itself, are herein referred to as
"LETTER OF CREDIT DOCUMENTS". In the event of any inconsistency between any of
the terms or provisions of any Letter of Credit Document and the terms and
provisions of this Agreement respecting Letters of Credit, the terms and
provisions of this Agreement shall control. The Administrative Agent shall
promptly notify each Lender of each Letter of Credit Request.

         (b) Each Letter of Credit Issuer shall, on the date of each issuance of
a Letter of Credit by it, give the Administrative Agent, each applicable Lender
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. Each Letter of Credit Issuer shall provide to
the Administrative Agent a quarterly (or monthly if requested by any applicable
Lender) summary describing each Letter of Credit issued by such Letter of Credit
Issuer and then outstanding and an identification for the relevant period of the
daily aggregate Letter of Credit Outstandings represented by Letters of Credit
issued by such Letter of Credit Issuer.

         3.3. AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Borrower
hereby agrees to reimburse (or cause any Subsidiary for whose account a Letter
of Credit was issued to reimburse) each Letter of Credit Issuer, by making
payment directly to such Letter of Credit Issuer in immediately available funds
at the payment office of such Letter of Credit Issuer, for any payment or
disbursement made by such Letter of Credit Issuer under any Letter of Credit
(each such amount so paid or disbursed until reimbursed, an "UNPAID DRAWING")
immediately after, and in any event on the date on which, such Letter of Credit
Issuer notifies the Borrower (or any such Subsidiary for whose account such
Letter of Credit was issued) of such payment or disbursement (which notice to
the Borrower (or such Subsidiary) shall be delivered reasonably promptly after
any such payment or disbursement), such payment to be made in Dollars, 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. (local time at the payment office
of the Letter of Credit Issuer) 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 rate then applicable to General Revolving Loans which are Prime Rate
Loans (plus an additional 3% per annum if not reimbursed by the third Business
Day 



                                       28
<PAGE>   34

after the date of such payment or disbursement), any such interest also to be
payable on demand.

         (b) The Borrower's obligation under this section 3.3 to reimburse, or
cause a Subsidiary to reimburse, each 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 may have or have
had against such Letter of Credit Issuer, the Administrative Agent, any other
Letter of Credit Issuer or any Lender, including, without limitation, any
defense based upon the failure of any drawing under a Letter of Credit to
conform to the terms of the Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such drawing, PROVIDED,
HOWEVER, that the Borrower shall not be obligated to reimburse, or cause a
Subsidiary 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 constituting willful misconduct or gross negligence on the part of
such Letter of Credit Issuer.

         3.4. LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the issuance
by a Letter of Credit Issuer of any Letter of Credit (and on the Closing Date
with respect to any Existing Letter of Credit), such Letter of Credit Issuer
shall be deemed to have sold and transferred to each Lender with a General
Revolving Commitment, and each such Lender (each a "PARTICIPANT") shall be
deemed irrevocably and unconditionally to have purchased and received from such
Letter of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Lender's General Revolving Facility
Percentage, in such Letter of Credit, each substitute letter of credit, each
drawing made thereunder, the obligations of the Borrower under this Agreement
with respect thereto (although Letter of Credit Fees shall be payable directly
to the Administrative Agent for the account of the Lenders as provided in
section 4.1(b) and the Participants shall have no right to receive any portion
of any fees of the nature contemplated by section 4.1(c)), the obligations of
any Subsidiary of the Borrower under any Letter of Credit Documents pertaining
thereto, and any security for, or guaranty pertaining to, any of the foregoing.
Upon any change in the Commitments of the Lenders pursuant to section 12.4(b),
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 3.4 to reflect the new General Revolving Facility
Percentages of the assigning and assignee Lender.

         (b) In determining whether to pay under any Letter of Credit, a Letter
of Credit Issuer shall not have any obligation relative to the Participants
other than to determine that any documents required to be delivered under such
Letter of Credit have been delivered and that they appear to 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 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.

         (c) In the event that a Letter of Credit Issuer makes any payment under
any Letter of Credit and the Borrower shall not have reimbursed (or caused any
applicable Subsidiary to reimburse) such amount in full to such Letter of Credit
Issuer pursuant to section 3.3(a), such Letter of Credit Issuer shall promptly
notify the Administrative Agent, and the Administrative Agent shall promptly
notify each Participant of such failure, and each Participant shall promptly and
unconditionally pay to the Administrative Agent for the account of such Letter
of Credit Issuer, the amount of such Participant's General Revolving Facility
Percentage of such payment in U.S. Dollars and in same day funds, PROVIDED,
HOWEVER, that no Participant shall be obligated to pay to the Administrative
Agent its General Revolving Facility 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 any Participant required to fund a payment under a Letter of
Credit prior to 11:00 A.M. (local time at its Notice Office) on any Business
Day, such Participant shall make available to the Administrative Agent for the
account of the relevant Letter of Credit Issuer such Participant's General
Revolving Facility Percentage of the amount of such payment on such Business Day
in same day funds. If and to the extent such Participant shall not have so made
its General Revolving Facility Percentage of the amount of such payment
available to the Administrative Agent for the account of the relevant Letter of
Credit Issuer, such Participant agrees to pay to the Administrative Agent for
the account of such Letter of Credit Issuer, forthwith on demand such amount,
together 



                                       29
<PAGE>   35

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 Federal Funds Effective Rate. The failure of any
Participant to make available to the Administrative Agent for the account of the
relevant Letter of Credit Issuer its General Revolving Facility Percentage of
any payment under any Letter of Credit shall not relieve any other Participant
of its obligation hereunder to make available to the Administrative Agent for
the account of such Letter of Credit Issuer its General Revolving Facility
Percentage of any payment under any Letter of Credit on the date required, as
specified above, but no Participant shall be responsible for the failure of any
other Participant to make available to the Administrative Agent for the account
of such Letter of Credit Issuer such other Participant's General Revolving
Facility 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 Participants
pursuant to section 3.4(c) above, such Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its General Revolving Facility Percentage thereof, in
U.S. dollars and in same day funds, an amount equal to such Participant's
General Revolving Facility Percentage of the principal amount thereof and
interest thereon accruing after the purchase of the respective participations,
as and to the extent so received.

         (e) The obligations of the Participants to make payments to the
Administrative Agent for the account of each 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 (or any Subsidiary) may have at any time
         against a beneficiary named in a Letter of Credit, any transferee of
         any Letter of Credit (or any person for whom any such transferee may be
         acting), the Administrative Agent, any Letter of Credit Issuer, any
         Lender, or other person, whether in connection with this Agreement, any
         Letter of Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the Borrower
         (or any Subsidiary) and the beneficiary named in any such Letter of
         Credit), other than any claim which the Borrower (or any Subsidiary
         which is the account party with respect to a Letter of Credit) may have
         against any applicable Letter of Credit Issuer for gross negligence or
         wilful misconduct of such Letter of Credit Issuer in making payment
         under any applicable Letter of Credit;

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

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

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

         (f) To the extent the Letter of Credit Issuer is not indemnified by the
Borrower, the Participants will reimburse and indemnify the Letter of Credit
Issuer, in proportion to their respective General Revolving Facility
Percentages, for and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or disbursements
of whatsoever kind or nature which may be imposed on, asserted against or
incurred by the Letter of Credit Issuer in performing its respective duties in
any way related to or arising out of its issuance of Letters of Credit, PROVIDED
that no Participants shall be liable for any portion of such liabilities,



                                       30
<PAGE>   36

obligations, losses, damages, penalties, claims, actions, judgments, costs,
expenses or disbursements resulting from the Letter of Credit Issuer's gross
negligence or willful misconduct.

         3.5. INCREASED COSTS. If after the Effective Date, the adoption 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 compliance by any Letter of Credit Issuer or any Lender with any
request or directive (whether or not having the force of law) by any such
authority, central bank or comparable agency (in each case made subsequent to
the Effective Date) shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by such Letter of Credit Issuer or such Lender's participation
therein, or (ii) shall impose on such Letter of Credit Issuer or any Lender any
other conditions affecting this Agreement, any Letter of Credit or such Lender's
participation therein; and the result of any of the foregoing is to increase the
cost to such Letter of Credit Issuer or such Lender of issuing, maintaining or
participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by such Letter of Credit Issuer or such Lender hereunder
(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), then, upon demand to the Borrower by such Letter of Credit Issuer or
such Lender (a copy of which notice shall be sent by such Letter of Credit
Issuer or such Lender to the Administrative Agent), the Borrower shall pay to
such Letter of Credit Issuer or such Lender such additional amount or amounts as
will compensate any such Letter of Credit Issuer or such Lender for such
increased cost or reduction. A certificate submitted to the Borrower by any
Letter of Credit Issuer or any Lender, as the case may be (a copy of which
certificate shall be sent by such Letter of Credit Issuer or such Lender to the
Administrative Agent), setting forth, in reasonable detail, the basis for the
determination of such additional amount or amounts necessary to compensate any
Letter of Credit Issuer or such Lender as aforesaid shall be conclusive and
binding on the Borrower absent manifest error, 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 3.5. Reference is
hereby made to the provisions of section 2.10(d) for certain limitations upon
the rights of a Letter of Credit Issuer or Lender under this section.

         3.6. GUARANTY OF SUBSIDIARY LETTER OF CREDIT OBLIGATIONS. (a) The
Borrower hereby unconditionally guarantees, for the benefit of the
Administrative Agent and the Lenders, the full and punctual payment of the
Obligations of each Subsidiary under each Letter of Credit Document to which
such Subsidiary is now or hereafter becomes a party (such Obligations being
subject to certain limitations as provided in section 3.3(b) hereof). Upon
failure by any such Subsidiary to pay punctually any such amount, the Borrower
shall forthwith on demand by the Administrative Agent pay the amount not so paid
at the place and in the currency and otherwise in the manner specified in this
Agreement or any applicable Letter of Credit Document.

         (b) As a separate, additional and continuing obligation, the Borrower
unconditionally and irrevocably undertakes and agrees, for the benefit of the
Administrative Agent and the Lenders, that, should any amounts not be
recoverable from the Borrower under section 3.6(a) for any reason whatsoever
(including, without limitation, by reason of any provision of any Credit
Document or any other agreement or instrument executed in connection therewith
being or becoming void, unenforceable, or otherwise invalid under any applicable
law) then, notwithstanding any notice or knowledge thereof by any Lender, the
Administrative Agent, any of their respective Affiliates, or any other person,
at any time, the Borrower as sole, original and independent obligor, upon demand
by the Administrative Agent, will make payment to the Administrative Agent, for
the account of the Lenders and the Administrative Agent, of all such obligations
not so recoverable by way of full indemnity, in such currency and otherwise in
such manner as is provided in the Credit Documents.

         (c) The obligations of the Borrower under this section shall be
unconditional and absolute and, without limiting the generality of the foregoing
shall not be released, discharged or otherwise affected by the occurrence, one
or more times, of any of the following:

                  (i) any extension, renewal, settlement, compromise, waiver or
         release in respect to any obligation of any Subsidiary under any Letter
         of Credit Document, by operation of law or otherwise;

                                       31
<PAGE>   37

                  (ii) any modification or amendment of or supplement to this
         Agreement, any Note or any other Credit Document;

                  (iii) any release, non-perfection or invalidity of any direct
         or indirect security for any obligation of the Borrower under this
         Agreement, any Note or any other Credit Document or of any Subsidiary
         under any Letter of Credit Document;

                  (iv) any change in the corporate existence, structure or
         ownership of any Subsidiary or any insolvency, bankruptcy,
         reorganization or other similar proceeding affecting any Subsidiary or
         its assets or any resulting release or discharge of any obligation of
         any Subsidiary contained in any Letter of Credit Document;

                  (v) the existence of any claim, set-off or other rights which
         the Borrower may have at any time against any Subsidiary, the
         Administrative Agent, any Lender or any other person, whether in
         connection herewith or any unrelated transactions;

                  (vi) any invalidity or unenforceability relating to or against
         any Subsidiary for any reason of any Letter of Credit Document, or any
         provision of applicable law or regulation purporting to prohibit the
         payment by any Subsidiary of any Obligations in respect of any Letter
         of Credit; or

                  (vii) any other act or omission to act or delay of any kind by
         any Subsidiary, the Administrative Agent, any Lender or any other
         person or any other circumstance whatsoever which might, but for the
         provisions of this section, constitute a legal or equitable discharge
         of the Borrower's obligations under this section.

         (d) The Borrower's obligations under this section shall remain in full
force and effect until the Commitments shall have terminated and the principal
of and interest on the Notes and all other amounts payable by the Borrower under
the Credit Documents and by any Subsidiary under the Letter of Credit Documents
shall have been paid in full. If at any time any payment of any of the
Obligations of any Subsidiary in respect of any Letter of Credit Documents is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of such Subsidiary, the Borrower's obligations
under this section with respect to such payment shall be reinstated at such time
as though such payment had been due but not made at such time.

         (e) The Borrower irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any person against any
Subsidiary or any other person, or against any collateral or guaranty of any
other person.

         (f) Until the indefeasible payment in full of all of the Obligations
and the termination of the Commitments of the Lenders hereunder, the Borrower
shall have no rights, by operation of law or otherwise, upon making any payment
under this section to be subrogated to the rights of the payee against any
Subsidiary with respect to such payment or otherwise to be reimbursed,
indemnified or exonerated by any Subsidiary in respect thereof.

         (g) In the event that acceleration of the time for payment of any
amount payable by any Subsidiary under any Letter of Credit Document is stayed
upon insolvency, bankruptcy or reorganization of such Subsidiary, all such
amounts otherwise subject to acceleration under the terms of any applicable
Letter of Credit Document shall nonetheless be payable by the Borrower under
this section forthwith on demand by the Administrative Agent.


         SECTION 4.        FEES; COMMITMENTS.

         4.1. FEES. (a) The Borrower agrees to pay to the Administrative Agent a
Facility Fee ("FACILITY FEE") 



                                       32
<PAGE>   38

for the account of each Non-Defaulting Lender which has a General Revolving
Commitment for the period from and including the Effective Date to but not
including the date the Total General Revolving Commitment has been terminated,
on the average daily amount of the Total General Revolving Commitment, whether
used or unused, at the Applicable Facility Fee Rate, payable quarterly in
arrears on the last Business Day of each March, June, September and December and
the date the Total General Revolving Commitment is terminated.

         As used herein, the term "APPLICABLE FACILITY FEE RATE" means the
particular rate per annum determined by the Administrative Agent in accordance
with the Pricing Grid Table which appears in section 2.8(g) hereof, based on the
Borrower's Interest Coverage Ratio for its most recent Testing Period which
consists of a single fiscal quarter, and the following provisions:

                  (i) Initially, until changed hereunder in accordance with the
         following provisions, the Applicable Facility Fee Rate will be 50 basis
         points per annum.

                  (ii) Commencing with the fiscal quarter of the Borrower ended
         on or nearest to June 30, 1998, and continuing for each fiscal quarter
         thereafter, the Administrative Agent will determine the Applicable
         Facility Fee Rate in accordance with the Pricing Grid Table, based on
         the Borrower's Interest Coverage Ratio for its most recent Testing
         Period which consists of a single fiscal quarter. Changes in the
         Applicable Facility Fee Rate shall be made and effective as of the same
         date as is provided in section 2.8(g) in the case of the determination
         or re-determination of the Applicable Eurodollar Margin. If any such
         change in the Applicable Facility Fee Rate is retroactive to a date in
         a period for which the Facility Fee has already been paid, the Borrower
         will immediately pay to the Administrative Agent for the account of the
         Lenders all additional Facility Fee due by reason of such increased
         Applicable Facility Fee Rate.

                  (iii) Any changes in the Applicable Facility Fee Rate shall be
         determined by the Administrative Agent in accordance with the above
         provisions and the Administrative Agent will promptly provide notice of
         such determinations to the Borrower and the Lenders. Any such
         determination by the Administrative Agent pursuant to this section
         4.1(a) shall be conclusive and binding absent manifest error.

         (b) The Borrower agrees to pay to the Administrative Agent, for the
account of each Non-Defaulting Lender, PRO RATA on the basis of its General
Revolving Facility Percentage, a fee in respect of each Letter of Credit (the
"LETTER OF CREDIT FEE"), computed for each day at the rate per annum equal to
the Applicable Eurodollar Margin then in effect on the Stated Amount of all
Letters of Credit outstanding on such day. Accrued Letter of Credit Fees shall
be due and payable quarterly in arrears on the last Business Day of each March,
June, September and December and on the date on which the Total Commitment is
terminated.

         (c) The Borrower agrees to pay directly to each Letter of Credit Issuer
a fee in respect of each Letter of Credit issued by it (a "FACING FEE") computed
at such rate as may be agreed between such Letter of Credit Issuer and the
Borrower on the average daily Stated Amount of such Letter of Credit. Accrued
Facing Fees shall be due and payable quarterly in arrears on the last Business
Day of each March, June, September and December and on the date on which the
Total General Revolving Commitment is terminated.

         (d) The Borrower agrees to pay directly to each Letter of Credit Issuer
upon each drawing under, and/or amendment, extension, renewal or transfer of, a
Letter of Credit issued by it such amount as shall at the time of such drawing,
amendment, extension, renewal or transfer be the administrative charge which
such Letter of Credit Issuer is customarily charging for drawings under or
amendments, extensions, renewals or transfers of, letters of credit issued by
it.

         (e) The Borrower shall pay to the Administrative Agent on the Effective
Date and thereafter for its own account and/or for distribution to the Lenders
such fees as heretofore agreed by the Borrower and the Administrative Agent.

         (f) All computations of Fees shall be made in accordance with section
12.7(b).

                                       33
<PAGE>   39

         4.2. 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 Lenders), the Borrower shall have the
right, without premium or penalty, to:

                  (a) terminate the Total Commitment, PROVIDED that (i) all
         outstanding Loans are contemporaneously prepaid in accordance with
         section 5.1, and (ii) either (A) no Letters of Credit remain
         outstanding, or (B) the Borrower shall contemporaneously either (x)
         cause all outstanding Letters of Credit to be surrendered for
         cancellation (any such Letters of Credit to be replaced by letters of
         credit issued by other financial institutions acceptable to the
         Required Lenders), or (y) the Borrower shall pay to the Administrative
         Agent an amount in cash and/or Cash Equivalents equal to 100% of the
         Letter of Credit Outstandings and the Administrative Agent shall hold
         such payment as security for the reimbursement obligations of the
         Borrower hereunder in respect of Letters of Credit pursuant to a cash
         collateral agreement to be entered into in form and substance
         reasonably satisfactory to the Administrative Agent and the Borrower
         (which shall permit certain investments in Cash Equivalents
         satisfactory to the Administrative Agent and the Borrower until the
         proceeds are applied to the secured obligations);

                  (b) terminate the Swing Line Revolving Commitment, PROVIDED
         that all outstanding Swing Line Revolving Loans are contemporaneously
         prepaid in accordance with section 5.1;

                  (c) partially and permanently reduce the Unutilized Total
         General Revolving Commitment, PROVIDED that (i) any such reduction
         shall apply to proportionately and permanently reduce the General
         Revolving Commitment of each of the Lenders; (ii) any partial reduction
         of the Unutilized Total General Revolving Commitment pursuant to this
         section 4.2(b) shall be in the amount of at least $3,000,000 (or, if
         greater, in integral multiples of $1,000,000); and (iii) after giving
         effect to any such partial reduction of the Unutilized Total General
         Revolving Commitment, the Total General Revolving Commitment then in
         effect shall exceed the Swing Line Revolving Commitment then in effect
         by at least $10,000,000; and/or

                  (d) partially and permanently reduce the Unutilized Swing Line
         Revolving Commitment, PROVIDED that any partial reduction of the
         Unutilized Swing Line Revolving Commitment pursuant to this section
         4.2(b) shall be in the amount of at least $250,000 (or, if greater, in
         integral multiples of $100,000).

         4.3. MANDATORY TERMINATION/ADJUSTMENTS OF COMMITMENTS, ETC. (a) The
Total Commitment (and the Commitment of each Lender) shall terminate on June 17,
1997, unless the Closing Date has occurred on or prior to such date.

         (b) The Total Commitment (and the Commitment of each Lender) shall
terminate on the earlier of (x) the Maturity Date and (y) the date on which a
Change of Control occurs.

         (c) The Total General Revolving Commitment shall be permanently
reduced, without premium or penalty, at the time that any mandatory prepayment
of General Revolving Loans would be made pursuant to section 5.2(d) if General
Revolving Loans were then outstanding in the full amount of the Total General
Revolving Commitment, in an amount at least equal to the required prepayment of
principal of General Revolving Loans which would be required to be made in such
circumstance. Any such reduction shall apply to proportionately and permanently
reduce the General Revolving Commitment of each of the affected Lenders, and any
partial reduction of the Total General Revolving Commitment pursuant to this
section 4.3(c) shall be in the amount of at least $1,000,000 (or, if greater, in
integral multiples of $1,000,000). The Borrower will provide at least three (or
such lesser number as the Administrative Agent may permit in the exercise of
reasonable discretion) 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 Lenders),
of any reduction of the Total General Revolving Commitment pursuant to this
section 4.3(c), specifying the date and amount of the reduction.

                                       34
<PAGE>   40

         4.4. EXTENSION OF MATURITY DATE. At any time after August 1, 1998 and
during the 30 day period following delivery by the Borrower pursuant to section
8.1(a) of its consolidated financial statements for its fiscal year then most
recently ended, and annually thereafter during the 30 day period following
delivery by the Borrower of its consolidated financial statements pursuant to
section 8.1(a), the Borrower may request the Administrative Agent to determine
if all of the Lenders are then willing to extend the Maturity Date for a single
additional year. If the Borrower so requests, the Administrative Agent will so
advise the Lenders. If all of the Lenders in their sole discretion are all
willing to so extend the Maturity Date, after taking into account such
considerations as any Lender may deem relevant, the Borrower, the other
Borrowers, the Administrative Agent and all of the Lenders (including each
Letter of Credit Issuer) shall execute and deliver a definitive written
instrument so extending the Maturity Date. No such extension of the Maturity
Date shall be valid or effective for any purpose unless such definitive written
instrument is so signed and delivered within 60 days following the giving by the
Administrative Agent of notice to the Lenders that the Borrower has requested
such an extension.


         SECTION 5.        PAYMENTS.

         5.1. VOLUNTARY PREPAYMENTS. The Borrower shall have the right to prepay
Loans, in whole or in part, without premium or penalty, from time to time on the
following terms and conditions:

                  (a) the Borrower shall give the Administrative Agent at the
         Notice Office written or telephonic notice (in the case of telephonic
         notice, promptly confirmed in writing if so requested by the
         Administrative Agent) of its intent to prepay the Loans, the amount of
         such prepayment and (in the case of Eurodollar Loans or Money Market
         Rate Loans) the specific Borrowing(s) pursuant to which made, which
         notice shall be received by the Administrative Agent by

                           (x) 11:00 A.M. (local time at the Notice Office)
                  three Business Days prior to the date of such prepayment, in
                  the case of any prepayment of Eurodollar Loans,

                           (y) 11:00 A.M. (local time at the Notice Office) on
                  the date of such prepayment, in the case of any prepayment of
                  General Revolving Loans which are Prime Rate Loans, or

                           (z) 2:00 P.M. (local time at the Notice Office) on
                  the date of such prepayment, in the case of any prepayment of
                  Swing Line Revolving Loans,

         and which notice shall promptly be transmitted by the Administrative
Agent to each of the affected Lenders;

                  (b) in the case of prepayment of any Borrowings under the
         General Revolving Facility, each partial prepayment of any such
         Borrowing shall be in an aggregate principal of at least $3,000,000 or
         an integral multiple of $1,000,000 in excess thereof, in the case of
         Prime Rate Loans and at least $3,000,000 or an integral multiple of
         $1,000,000 in excess thereof, in the case of Eurodollar Loans;

                  (c) in the case of prepayment of any Borrowings under the
         Swing Line Revolving Facility, each partial prepayment of any such
         Borrowing shall be in an aggregate principal of at least $250,000 or an
         integral multiple of $100,000 in excess thereof;

                  (d) no partial prepayment of any Loans made pursuant to a
         Borrowing shall reduce the aggregate principal amount of the Loans
         outstanding pursuant to such Borrowing to an amount less than the
         Minimum Borrowing Amount applicable thereto;

                  (e) each prepayment in respect of any Loans made pursuant to a
         Borrowing shall be applied PRO RATA among such Loans; and

                                       35
<PAGE>   41

                  (f) each prepayment of Eurodollar Loans or Money Market Rate
         Loans pursuant to this section 5.1 on any date other than the last day
         of the Interest period applicable thereto, in the case of Eurodollar
         Loans, or the maturity date thereof, in the case of Money Market Rate
         Loans, as the case may be, shall be accompanied by any amounts payable
         in respect thereof under section 2.11.

         5.2. MANDATORY PREPAYMENTS. The Loans shall be subject to mandatory
prepayment in accordance with the following provisions:

                  (a) IF GENERAL REVOLVING LOANS AND LETTER OF CREDIT
         OUTSTANDINGS EXCEED TOTAL GENERAL REVOLVING COMMITMENT. If on any date
         (after giving effect to any other payments on such date) the sum of (i)
         the aggregate outstanding principal amount of General Revolving Loans
         PLUS (ii) the aggregate amount of Letter of Credit Outstandings,
         exceeds the Total General Revolving Commitment as then in effect, the
         Borrower shall prepay on such date that principal amount of General
         Revolving Loans and, after General Revolving Loans have been paid in
         full, Unpaid Drawings, in an aggregate amount at least equal to such
         excess. If, after giving effect to the prepayment of General Revolving
         Loans and Unpaid Drawings, the aggregate amount of Letter of Credit
         Outstandings exceeds the Total General Revolving Commitment as then in
         effect, the Borrower shall pay to the Administrative Agent an amount in
         cash and/or Cash Equivalents equal to such excess and the
         Administrative Agent shall hold such payment as security for the
         obligations of the Borrower hereunder pursuant to a cash collateral
         agreement to be entered into in form and substance reasonably
         satisfactory to the Administrative Agent and the Borrower (which shall
         permit certain investments in Cash Equivalents satisfactory to the
         Administrative Agent and the Borrower until the proceeds are applied to
         the secured obligations).

                  (b) IF SWING LINE LOANS EXCEED UNUTILIZED TOTAL GENERAL
         REVOLVING COMMITMENT. If on any date (after giving effect to any other
         payments on such date) the aggregate outstanding principal amount of
         Swing Line Revolving Loans exceeds the Unutilized Total General
         Revolving Commitment as then in effect, the Borrower shall prepay on
         such date that principal amount of Swing Line Revolving Loans in an
         aggregate amount at least equal to such excess.

                  (c) IF SWING LINE REVOLVING LOANS EXCEED SWING LINE REVOLVING
         COMMITMENT. If on any date (after giving effect to any other payments
         on such date) the aggregate outstanding principal amount of Swing Line
         Revolving Loans exceeds the Swing Line Revolving Commitment as then in
         effect, the Borrower shall prepay on such date Swing Line Revolving
         Loans in an aggregate principal amount at least equal to such excess.

                  (d) CERTAIN PROCEEDS OF ASSET SALES. If during any fiscal year
         of the Borrower, the Borrower and its Subsidiaries have received
         cumulative Cash Proceeds during such fiscal year from one or more Asset
         Sales in an aggregate amount exceeding 10% of the Borrower's
         Consolidated Net Worth at the beginning of such fiscal year, not later
         than the third Business Day following the date of receipt of any Cash
         Proceeds in excess of such amount, an amount at least equal to 100% of
         the Net Cash Proceeds then received in excess of such amount from any
         Asset Sale shall be applied as a mandatory prepayment of principal of,
         FIRST, the outstanding loans, if any, under the Bridge Facility
         Agreement, and, SECOND, the then outstanding General Revolving Loans;
         PROVIDED that if no Default under section 10.1(a) or Event of Default
         shall have occurred and be continuing and the making of such prepayment
         of General Revolving Loans at such time would result in an obligation
         on the part of the Borrower to make a breakage payment in respect
         thereof under section 2.11 (which has not been waived by the Required
         Lenders), the Borrower may upon notice to the Administrative Agent (a
         copy of which notice the Administrative Agent shall promptly transmit
         to each affected Lender) postpone making such prepayment for a period
         of up to 30 days, or such shorter period as will result in no such
         breakage payment being payable; and PROVIDED, FURTHER, that (i) if no
         Default under section 10.1(a) or Event of Default shall have occurred
         and be continuing, (ii) the Borrower and its Subsidiaries have
         scheduled Consolidated Capital Expenditures during the following six
         months, and (iii) the Borrower notifies the Administrative Agent of the
         amount and nature thereof and of its intention to reinvest all or a
         portion of such Net Cash Proceeds in such 



                                       36
<PAGE>   42

         Consolidated Capital Expenditures during such six month period, then no
         such prepayment of General Revolving Loans shall be required to the
         extent the Borrower so indicates that such reinvestment will take
         place. If at the end of any such six month period any portion of such
         Net Cash Proceeds has not been so reinvested, such remaining amount
         shall be immediately applied as a mandatory prepayment of principal of
         the then outstanding General Revolving Loans. If the Borrower has
         postponed the date of making any mandatory prepayment in accordance
         with the first PROVISO to the first sentence of this section 5.2(d),
         during the period of such postponement the Borrower will not incur
         additional Loans or request additional Letters of Credit which would
         cause (x) the sum of the outstanding General Revolving Loans, plus the
         Letter of Credit Outstandings, plus the portion of the Total Unutilized
         General Revolving Commitment reserved for refunding of outstanding
         Swing Line Revolving Loans, to be greater than (y) the amount to which
         the Total General Revolving Commitment will be permanently reduced
         pursuant to section 4.3(c) as a consequence of the events giving rise
         to such mandatory prepayment.

                  (e) CHANGE OF CONTROL. On the date on which a Change of
         Control occurs, notwithstanding anything to the contrary contained in
         this Agreement, no further Borrowings shall be made and the then
         outstanding principal amount of all Loans, if any, shall become due and
         payable and shall be prepaid in full, and the Borrower shall
         contemporaneously either (i) cause all outstanding Letters of Credit to
         be surrendered for cancellation (any such Letters of Credit to be
         replaced by letters of credit issued by other financial institutions),
         or (ii) the Borrower shall pay to the Administrative Agent an amount in
         cash and/or Cash Equivalents equal to 100% of the Letter of Credit
         Outstandings and the Administrative Agent shall hold such payment as
         security for the obligations of the Borrower hereunder pursuant to a
         cash collateral agreement to be entered into in form and substance
         reasonably satisfactory to the Administrative Agent and the Borrower
         (which shall permit certain investments in Cash Equivalents
         satisfactory to the Administrative Agent and the Borrower until the
         proceeds are applied to the secured obligations).

                  (f) PARTICULAR LOANS TO BE PREPAID. With respect to each
         prepayment of Loans required by this section 5.2, the Borrower shall
         designate the Types of Loans which are to be prepaid and the specific
         Borrowing(s) pursuant to which such prepayment is to be made, PROVIDED
         that (i) the Borrower shall first so designate all Loans that are Prime
         Rate Loans and Eurodollar Loans with Interest Periods ending on the
         date of prepayment prior to designating any other Eurodollar Loans for
         prepayment, (ii) if the outstanding principal amount of Eurodollar
         Loans made pursuant to a Borrowing is reduced below the applicable
         Minimum Borrowing Amount as a result of any such prepayment, then all
         the Loans outstanding pursuant to such Borrowing shall be converted
         into Prime Rate Loans, and (iii) each prepayment of any Loans made
         pursuant to a Borrowing shall be applied PRO RATA among such Loans. In
         the absence of a designation by the Borrower as described in the
         preceding sentence, the Administrative Agent shall, subject to the
         above, make such designation in its sole discretion with a view, but no
         obligation, to minimize breakage costs owing under section 2.11. Any
         prepayment of Eurodollar Loans or Money Market Rate Loans pursuant to
         this section 5.2 shall in all events be accompanied by such
         compensation as is required by section 2.11.

         5.3. 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 (based on its PRO RATA share) account of
the Lenders entitled thereto, not later than 11:00 A.M. (local time at the
Payment Office) 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,
it being understood that written notice by the Borrower to the Administrative
Agent to make a payment from the funds in the Borrower's account at the Payment
Office shall constitute the making of such payment to the extent of such funds
held in such account. Any payments under this Agreement which are made later
than 11:00 A.M. (local time at the Payment Office) shall be deemed to have been
made on the next succeeding Business Day. Whenever any payment to be made
hereunder 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.

                                       37
<PAGE>   43

         5.4. NET PAYMENTS. (a) All payments made by the Borrower hereunder,
under any Note or any other Credit Document, will be made without setoff,
counterclaim or other defense. Except as provided for in section 5.4(c), all
such payments will be made free and clear of, and without deduction or
withholding for, any present or future United States withholding taxes. The
Borrower will furnish to the Administrative Agent within 45 days after the date
of any withholding or deduction on account of United States withholding taxes
certified copies of tax receipts, or other evidence satisfactory to each
affected Lender, evidencing payment thereof by the Borrower.

         (b) Each Lender that is not a United States person (as such term is
defined in section 7701(a)(30) of the Code) for Federal income tax purposes
agrees to provide to the Borrower and the Administrative Agent on or prior to
the Effective Date, or in the cases of a Lender that is an assignee or
transferee of an interest under this Agreement pursuant to section 12.4 (unless
the respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer and such Lender is in compliance with the provisions of
this section 5.4(b)), on the date of such assignment or transfer to such Lender,
(i) two accurate and complete original signed copies of Internal Revenue Service
Form 4224 or 1001 (or successor forms) certifying to such Lender's entitlement
to a complete exemption from United States withholding tax with respect to
payments to be made under this Agreement, any Note or any other Credit Document,
or (ii) if the Lender is not a "bank" within the meaning of section 881(c)(3)(A)
of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit F (any such certificate, a "SECTION 5.4(B)(II) CERTIFICATE") and (y) two
accurate and complete original signed copies of Internal Revenue Service Form
W-8 (or successor form) certifying to such Lender's entitlement to a complete
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement, any Note or any other Credit Document.
In addition, each Lender agrees that from time to time after the Effective Date,
when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
the Borrower and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a
Section 5.4(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement, any Note or any other Credit Document,
or it shall immediately notify the Borrower and the Administrative Agent of its
inability to deliver any such Form or Certificate, in which case such Lender
shall not be required to deliver any such Form or Certificate pursuant to this
section 5.4(b).

         (c) Notwithstanding anything to the contrary contained in section
5.4(a), 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 for the account of any
Lender which is not a United States person (as such term is defined in section
7701(a)(30) of the Code) for United States federal income tax purposes and which
has not provided to the Borrower such forms that establish a complete exemption
from such deduction or withholding.

         SECTION 6.  CONDITIONS PRECEDENT.

         6.1. CONDITIONS PRECEDENT AT CLOSING DATE. The obligation of the
Lenders to make Loans, and of any Letter of Credit Issuer to issue Letters of
Credit, is subject to the satisfaction of each of the following conditions on
the Closing Date:

                  (a) EFFECTIVENESS; NOTES. On or prior to the Closing Date, (i)
         the Effective Date shall have occurred and (ii) there shall have been
         delivered to the Administrative Agent for the account of each Lender
         the appropriate Note or Notes executed by the Borrower, in each case,
         in the amount, maturity and as otherwise provided herein.

                  (b) FEES, ETC. The Borrower shall have paid or caused to be
         paid all fees required to be paid by it on or prior to such date
         pursuant to section 4.1 hereof and all reasonable fees and expenses of
         the Administrative Agent and of special counsel to the Administrative
         Agent which have been invoiced on or prior to such date in connection
         with the preparation, execution and delivery of this Agreement and the


                                       38
<PAGE>   44

         other Credit Documents and the consummation of the transactions
         contemplated hereby and thereby.

                  (c) OTHER CREDIT DOCUMENTS, ETC. The Credit Parties named
         therein shall have duly executed and delivered and there shall be in
         full force and effect, and original counterparts shall have been
         delivered to the Administrative Agent, in sufficient quantities for the
         Administrative Agent and the Lenders, of, (i) the Subsidiary Guaranty
         (as modified, amended or supplemented from time to time in accordance
         with the terms thereof and hereof, the "SUBSIDIARY GUARANTY"),
         substantially in the form attached hereto as Exhibit C-1, and (ii) the
         Pledge Agreement (as modified, amended or supplemented from time to
         time in accordance with the terms thereof and hereof, the "PLEDGE
         AGREEMENT"), substantially in the form attached hereto as Exhibit C-2.
         Certificates for the shares of stock pledged under the Pledge
         Agreement, duly indorsed in blank, or accompanied by stock powers duly
         signed in blank, shall have been delivered to the Collateral Agent.

                  (d) CORPORATE RESOLUTIONS AND APPROVALS. The Administrative
         Agent shall have received, in sufficient quantity for the
         Administrative Agent and the Lenders, certified copies of the
         resolutions of the Board of Directors of the Borrower and each other
         Credit Party, approving the Credit Documents to which the Borrower or
         any such other Credit Party, as the case may be, is or may become a
         party, and of all documents evidencing other necessary corporate action
         and governmental approvals, if any, with respect to the execution,
         delivery and performance by the Borrower or any such other Credit Party
         of the Credit Documents to which it is or may become a party.

                  (e) INCUMBENCY CERTIFICATES. The Administrative Agent shall
         have received, in sufficient quantity for the Administrative Agent and
         the Lenders, a certificate of the Secretary or an Assistant Secretary
         of the Borrower and of each other Credit Party, certifying the names
         and true signatures of the officers of the Borrower or such other
         Credit Party, as the case may be, authorized to sign the Credit
         Documents to which the Borrower or such other Credit Party is a party
         and any other documents to which the Borrower or any such other Credit
         Party is a party which may be executed and delivered in connection
         herewith.

                  (f) OPINION OF COUNSEL. On the Closing Date, the
         Administrative Agent shall have received an opinion, addressed to the
         Administrative Agent and each of the Lenders and dated on or prior to
         the Closing Date, from Calfee, Halter & Griswold LLP, special counsel
         to the Borrower, substantially in the form of Exhibit D hereto and
         covering such other matters incident to the transactions contemplated
         hereby as the Administrative Agent may reasonably request, such opinion
         to be in form and substance satisfactory to the Administrative Agent.

                  (g) EXISTING CREDIT FACILITY. The Borrower shall have (i)
         terminated the commitments of the lenders under its Credit Agreement,
         dated as of August 1, 1997, among the Borrower, the financial
         institutions party thereto, and KeyBank, as administrative agent
         thereunder, (ii) prepaid all borrowings thereunder, (iii) arranged for
         all letters of credit issued thereunder to be Existing Letters of
         Credit hereunder or replaced or supported until replaced by Letters of
         Credit issued hereunder, and (iv) obtained the release of all
         collateral securing such Credit Agreement.

                  (h) BRIDGE FACILITY AGREEMENT. The Borrower shall have entered
         into the Bridge Facility Agreement, such Agreement shall be in full
         force and effect, and such Agreement shall provide for the irrevocable
         undertaking of the lender thereunder to apply of all amounts collected
         (by setoff or otherwise) in connection with the enforcement thereof as
         provided in section 10.3 hereof.

                  (i) PROCEEDINGS AND DOCUMENTS. All corporate and other
         proceedings and all documents incidental to the transactions
         contemplated hereby shall be satisfactory in substance and form to the
         Administrative Agent and the Lenders and the Administrative Agent and
         its special counsel and the Lenders shall have received all such
         counterpart originals or certified or other copies of such documents as
         the Administrative Agent or its special counsel or any Lender may
         reasonably request.

                                       39
<PAGE>   45

         6.2. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligations of the
Lenders to make each Loan and/or of a Letter of Credit Issuer to issue each
Letter of Credit is subject, at the time thereof, to the satisfaction of the
following conditions:

                  (a) NOTICE OF BORROWING, ETC. The Administrative Agent shall
         have received a Notice of Borrowing meeting the requirements of section
         2.3 with respect to the incurrence of Loans or a Letter of Credit
         Request meeting the requirement of section 3.2 with respect to the
         issuance of a Letter of Credit.

                  (b) 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 of the Credit Parties contained herein or 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 Credit Event, except to the
         extent that such representations and warranties expressly relate to an
         earlier specified date, in which case such representations and
         warranties shall have been true and correct in all material respects as
         of the date when made.

The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Borrower to each of the Lenders that all of
the applicable conditions specified in section 6.1 and/or 6.2, as the case may
be, exist as of that time. All of the certificates, legal opinions and other
documents and papers referred to in this section 6, unless otherwise specified,
shall be delivered to the Administrative Agent for the account of each of the
Lenders and, except for the Notes, in sufficient counterparts for each of the
Lenders, and the Administrative Agent will promptly distribute to the Lenders
their respective Notes and the copies of such other certificates, legal opinions
and documents.


         SECTION 7.  REPRESENTATIONS AND WARRANTIES.

         In order to induce the Lenders to enter into this Agreement and to make
the Loans, and/or to issue and/or to participate in the Letters of Credit
provided for herein, the Borrower makes the following representations and
warranties to, and agreements with, the Lenders, all of which shall survive the
execution and delivery of this Agreement and each Credit Event:

         7.1. CORPORATE STATUS, ETC. Each of the Borrower and its Subsidiaries
(i) is a duly organized or formed and validly existing corporation, partnership
or limited liability company, as the case may be, (ii) is in good standing under
the laws of the jurisdiction of its formation (except as to approximately six
Subsidiaries, which are in the process of filing annual reports in their
jurisdictions of formation, and which will be in good standing within 30 days
after the date hereof), (iii) has the corporate, partnership or limited
liability company power and authority, as applicable, to own its property and
assets and to transact the business in which it is engaged and presently
proposes to engage, and (iv) has duly qualified and is authorized to do business
in all jurisdictions where it is required to be so qualified except where the
failure to be so qualified would not have a Material Adverse Effect.

         7.2. SUBSIDIARIES. Annex II hereto lists, as of the date hereof, each
Subsidiary of the Borrower (and the direct and indirect ownership interest of
the Borrower therein).

         7.3. CORPORATE POWER AND AUTHORITY, ETC. 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 party and has taken all
necessary corporate or other organizational action to authorize the execution,
delivery and performance of the Credit Documents to which it is party. Each
Credit Party has duly executed and delivered each Credit Document to which it is
party and each Credit Document to which it is party constitutes the legal, valid
and binding agreement or obligation of such Credit Party enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws 



                                       40
<PAGE>   46

generally affecting creditors' rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

         7.4. NO VIOLATION. Neither the execution, delivery and performance by
any Credit Party of the Credit Documents to which it is party nor compliance
with the terms and provisions thereof (i) will contravene any provision of any
law, statute, rule, regulation, order, writ, injunction or decree of any court
or governmental instrumentality applicable to such Credit Party or its
properties and assets, (ii) will conflict with or result in any breach of, any
of the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien (other than any Lien created by any Security Document) upon
any of the property or assets of such Credit Party pursuant to the terms of any
promissory note, bond, debenture, indenture, mortgage, deed of trust, credit or
loan agreement, or any other material agreement or instrument, to which such
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, or (iii) will violate any provision of the
certificate or articles of incorporation, code of regulations or by-laws, or
other charter documents of such Credit Party.

         7.5. GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required as a
condition to (i) the execution, delivery and performance by any Credit Party of
any Credit Document to which it is a party, or (ii) the legality, validity,
binding effect or enforceability of any Credit Document to which any Credit
Party is a party, other than any filings and recordings which may be required in
connection with the perfection of any Liens created by the Security Documents.

         7.6. LITIGATION. There are no actions, suits or proceedings pending or,
to, the knowledge of the Borrower, threatened with respect to the Borrower or
any of its Subsidiaries (i) that have, or could reasonably be expected to have,
a Material Adverse Effect, or (ii) which question the validity or enforceability
of any of the Credit Documents, or of any action to be taken by any Credit Party
pursuant to any of the Credit Documents to which it is a party.

         7.7. USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds of all Loans
shall be utilized (i) to retire the Indebtedness referred to in section 6.1(g),
(ii) to finance Acquisitions, and (iii) for general corporate purposes not
inconsistent with the requirements of this Agreement.

         (b) No part of the proceeds of any Credit Event will be used directly
or indirectly to purchase or carry Margin Stock, or to extend credit to others
for the purpose of purchasing or carrying any Margin Stock, in violation of any
of the provisions of Regulation G, T, U or X of the Board of Governors of the
Federal Reserve System. The Borrower is not engaged in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock. At no time
would more than 25% of the value of the assets of the Borrower or of the
Borrower and its consolidated Subsidiaries that are subject to any "arrangement"
(as such term is used in section 221.2(g) of such Regulation U) hereunder be
represented by Margin Stock.

         7.8. FINANCIAL STATEMENTS, ETC. (a) The Borrower has furnished to the
Lenders and the Administrative Agent complete and correct copies of (i) the
audited consolidated balance sheets of the Borrower and its consolidated
subsidiaries as of June 30, 1997, and June 30, 1996, and the related audited
consolidated statements of income, stockholders' equity, and cash flows for the
fiscal years then ended, accompanied by the unqualified report thereon of the
Borrower's independent accountants; and (ii) the unaudited condensed
consolidated balance sheets of the Borrower and its consolidated subsidiaries as
of March 31, 1998, and the related unaudited condensed consolidated statements
of income and of cash flows of the Borrower and its consolidated subsidiaries
for the fiscal quarter or quarters then ended, as contained in the Form 10-Q
Quarterly Report of the Borrower filed with the SEC. All such financial
statements have been prepared in accordance with GAAP, consistently applied
(except as stated therein), and fairly present the financial position of the
Borrower and its consolidated subsidiaries as of the respective dates indicated
and the consolidated results of their operations and cash flows for the
respective periods indicated, subject in the case of any such financial
statements which are unaudited, to the absence of 



                                       41
<PAGE>   47

footnotes and to normal audit adjustments which the Borrower reasonably believes
will not involve a Material Adverse Effect.

         (b) The Borrower has received consideration which is the reasonable
equivalent value of the obligations and liabilities that the Borrower has
incurred to the Administrative Agent and the Lenders. The Borrower now has
capital sufficient to carry on its business and transactions and all business
and transactions in which it is about to engage and is now solvent and able to
pay its debts as they mature and the Borrower, as of the Closing Date, owns
property having a value, both at fair valuation and at present fair salable
value, greater than the amount required to pay the Borrower's debts; and the
Borrower is not entering into the Credit Documents with the intent to hinder,
delay or defraud its creditors.

         (c) The Borrower has delivered or caused to be delivered to the Lenders
prior to the execution and delivery of this Agreement (i) a copy of the
Borrower's Report on Form 10-K as filed (without Exhibits) with the SEC for its
fiscal year ended June 30, 1997, which contains a general description of the
business and affairs of the Borrower and its Subsidiaries, and (ii) financial
projections prepared by management of the Borrower for the Borrower and its
Subsidiaries for the fiscal year ended June 30, 1999 (the "FINANCIAL
PROJECTIONS"). The Financial Projections were prepared on behalf of the Borrower
in good faith after taking into account the existing and historical levels of
business activity of the Borrower and its Subsidiaries, trends known to the
Borrower, including general economic trends, and all other information,
assumptions and estimates considered by management of the Borrower and its
Subsidiaries to be pertinent thereto. The Financial Projections were considered
by management of the Borrower, as of such date of preparation, to be
realistically achievable; provided, that no representation or warranty is made
as to the impact of future general economic conditions or as to whether the
Borrower's projected consolidated results as set forth in the Financial
Projections will actually be realized. No facts are known to the Borrower at the
date hereof which, if reflected in the Financial Projections, would result in a
material adverse change in the assets, liabilities, results of operations or
cash flows reflected therein.

         7.9. NO MATERIAL ADVERSE CHANGE. Since June 30, 1997, there has been no
change in the condition, business or affairs of the Borrower and its
Subsidiaries taken as a whole, or their properties and assets considered as an
entirety, except for changes, none of which, individually or in the aggregate,
has had or could reasonably be expected to have, a Material Adverse Effect.

         7.10. TAX RETURNS AND PAYMENTS. Each of the Borrower and each of its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, other than
those not yet delinquent and except for those contested in good faith. The
Borrower and each of its Subsidiaries has established on its books such charges,
accruals and reserves in respect of taxes, assessments, fees and other
governmental charges for all fiscal periods as are required by GAAP. The
Borrower knows of no proposed assessment for additional federal, foreign or
state taxes for any period, or of any basis therefor, which, individually or in
the aggregate, taking into account such charges, accruals and reserves in
respect thereof as the Borrower and its Subsidiaries have made, could reasonably
be expected to have a Material Adverse Effect.

         7.11. TITLE TO PROPERTIES, ETC. The Borrower and each of its
Subsidiaries has good and marketable title, in the case of real property, and
good title (or valid leasehold interests, in the case of any leased property),
in the case of all other property, to all of its properties and assets free and
clear of Liens other than Liens permitted by section 9.3. The interests of the
Borrower and each of its Subsidiaries in the properties reflected in the most
recent balance sheet referred to in section 7.8, taken as a whole, were
sufficient, in the judgment of the Borrower, as of the date of such balance
sheet for purposes of the ownership and operation of the businesses conducted by
the Borrower and such Subsidiaries.

         7.12. LAWFUL OPERATIONS, ETC. The Borrower and each of its Subsidiaries

                  (i) holds all necessary federal, state and local governmental
         licenses, registrations, certifications, permits and authorizations
         necessary to conduct its business, and

                                       42
<PAGE>   48

                  (ii) is in full compliance with all material requirements
         imposed by law, regulation or rule, whether federal, state or local,
         which are applicable to it, its operations, or its properties and
         assets, including without limitation, applicable requirements of the
         United States Food and Drug Administration, federal and state Medicaid
         and Medicare requirements, Environmental Laws and zoning ordinances,

except for any failure to obtain and maintain in effect, or noncompliance,
which, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

         7.13. ENVIRONMENTAL MATTERS. (a) The Borrower and each of its
Subsidiaries is in compliance with all Environmental Laws governing its business
except to the extent that any such failure to comply (together with any
resulting penalties, fines or forfeitures) would not reasonably be expected to
have a Material Adverse Effect. All licenses, permits, registrations or
approvals required for the business of the Borrower and each of its
Subsidiaries, as conducted as of the Closing Date, under any Environmental Law
have been secured and the Borrower and each of its Subsidiaries is in
substantial compliance therewith, except for such licenses, permits,
registrations or approvals the failure to secure or to comply therewith is not
reasonably likely to have a Material Adverse Effect. Neither the Borrower nor
any of its Subsidiaries has received written notice, or otherwise knows, that it
is in any respect in noncompliance with, breach of or default under any
applicable writ, order, judgment, injunction, or decree to which the Borrower or
such Subsidiary is a party or which would affect the ability of the Borrower or
such Subsidiary 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 noncompliance, breach of or default thereunder, except in each
such case, such noncompliance, breaches or defaults as would not reasonably be
expected to, in the aggregate, have a Material Adverse Effect. There are as of
the Closing Date no Environmental Claims pending or, to the best knowledge of
the Borrower, threatened wherein an unfavorable decision, ruling or finding
would reasonably be expected to have a Material Adverse Effect. There are no
facts, circumstances, conditions or occurrences on any Real Property now or at
any time owned, leased or operated by the Borrower or any of its Subsidiaries or
on any property adjacent to any such Real Property, which are known by the
Borrower or as to which the Borrower or any such Subsidiary has received written
notice, that could reasonably be expected (i) to form the basis of an
Environmental Claim against the Borrower or any of its Subsidiaries or any Real
Property of the Borrower or any of its Subsidiaries, 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, except in
each such case, such Environmental Claims or restrictions that individually or
in the aggregate would not reasonably be expected to have a Material Adverse
Effect.

         (b) Hazardous Materials have not at any time been (i) generated, used,
treated or stored on, or transported to or from, any Real Property of the
Borrower or any of its Subsidiaries or (ii) released on any such Real Property,
in each case where such occurrence or event is not in compliance with
Environmental Laws and is reasonably likely to have a Material Adverse Effect.

         7.14. COMPLIANCE WITH ERISA. Compliance by the Borrower with the
provisions hereof and Credit Events contemplated hereby will not involve any
prohibited transaction within the meaning of ERISA or section 4975 of the Code.
At and as of the Effective Date, the Borrower and each of its Subsidiaries:

                  (i) has fulfilled all obligations under minimum funding
         standards of ERISA and the Code with respect to each Plan that is not a
         Multiemployer Plan or a Multiple Employer Plan,

                  (ii) has satisfied all respective contribution obligations in
         respect of each Multiemployer Plan and each Multiple Employer Plan,

                  (iii) is in compliance in all material respects with all other
         applicable provisions of ERISA and the Code with respect to each Plan,
         each Multiemployer Plan and each Multiple Employer Plan, and

                  (iv) has not incurred any material liability under the Title
         IV of ERISA to the PBGC with respect to any Plan, any Multiemployer
         Plan, any Multiple Employer Plan, or any trust established thereunder.

                                       43
<PAGE>   49

No Plan or trust created thereunder has been terminated, and there have been no
Reportable Events, with respect to any Plan or trust created thereunder or with
respect to any Multiemployer Plan or Multiple Employer Plan, which termination
or Reportable Event will or could result in the termination of such Plan,
Multiemployer Plan or Multi Employer Plan and give rise to a material liability
of the Borrower or any ERISA Affiliate in respect thereof.

         7.15. INTELLECTUAL PROPERTY, ETC. The Borrower and each of its
Subsidiaries has obtained or has the right to use all material patents,
trademarks, servicemarks, trade names, copyrights, licenses and other rights
with respect to the foregoing necessary for the present and planned future
conduct of its business, without any known conflict with the rights of others,
EXCEPT for such patents, trademarks, servicemarks, trade names, copyrights,
licenses and rights, the loss of which, and such conflicts, which in any such
case individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.

         7.16. INVESTMENT COMPANY ACT, ETC. Neither the Borrower nor any of its
Subsidiaries is subject to regulation with respect to the creation or incurrence
of Indebtedness under the Investment Company Act of 1940, as amended, the
Interstate Commerce Act, as amended, the Federal Power Act, as amended, the
Public Utility Holding Company Act of 1935, as amended, or any applicable state
public utility law.

         7.17. BURDENSOME CONTRACTS; LABOR RELATIONS. Neither the Borrower nor
any of its Subsidiaries (i) is subject to any burdensome contract, agreement,
corporate restriction, judgment, decree or order, (ii) is a party to any labor
dispute affecting any bargaining unit or other group of employees generally,
(iii) is subject to any material strike, slow down, workout or other concerted
interruptions of operations by employees of the Borrower or any Subsidiary,
whether or not relating to any labor contracts, (iv) is subject to any
significant pending or, to the knowledge of the Borrower, threatened, unfair
labor practice complaint, before the National Labor Relations Board, and (v) is
subject to any significant pending or, to the knowledge of the Borrower,
threatened, grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement, (vi) is subject to any significant
pending or, to the knowledge of the Borrower, threatened, significant strike,
labor dispute, slowdown or stoppage, or (vii) is, to the knowledge of the
Borrower, involved or subject to any union representation organizing or
certification matter with respect to the employees of the Borrower or any of its
Subsidiaries, EXCEPT (with respect to any matter specified in any of the above
clauses), for such matters as, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

         7.18. EXISTING INDEBTEDNESS. Annex III sets forth a true and complete
list, as of the date or dates set forth therein, of all Indebtedness (other than
Capitalized Lease Obligations) of the Borrower and each of its Subsidiaries, on
a consolidated basis, which (i) has an outstanding principal amount of at least
$1,000,000, or (ii) is secured by any Lien on any property of the Borrower or
any Subsidiary, and which will be outstanding on the Closing Date after giving
effect to any Borrowing hereunder on the Closing Date, other than the
Indebtedness created under the Credit Documents (all existing Indebtedness of
the Borrower and its Subsidiaries, whether or not in a principal amount meeting
such threshold or otherwise not required to be so listed on Annex III, herein
the "EXISTING INDEBTEDNESS"). The Borrower has provided to the Administrative
Agent prior to the date of execution hereof true and complete copies of all
agreements and instruments governing the Indebtedness listed on Annex III (the
"EXISTING INDEBTEDNESS AGREEMENTS").

         7.19. YEAR 2000 PROBLEM. The Borrower and its Subsidiaries have
reviewed the areas within their business and operations which could be adversely
affected by, and have developed or are developing a program to address on a
timely basis the "Year 2000 Problem" (that is, the risk that computer
applications used by the Borrower and its Subsidiaries may be unable to
recognize and perform properly date-sensitive functions involving certain dates
prior to and any date after December 31, 1999). Based on such review and
program, the Borrower reasonably believes that the "Year 2000 Problem" is not
reasonably likely to have a Material Adverse Effect.

         7.20. TRUE AND COMPLETE DISCLOSURE. All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of the Borrower
or any of its Subsidiaries in writing 



                                       44
<PAGE>   50

to the Administrative Agent or any Lender specifically for purposes of this
Agreement, other than the Financial Projections (as to which representations are
made only as provided in section 7.8), is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of such
person in writing to any Lender specifically for purposes of this Agreement 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, except that any such future information consisting of
financial projections prepared by management of the Borrower is only represented
herein as being based on good faith estimates and assumptions believed by such
persons to be reasonable at the time made, it being recognized by the Lenders
that such projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may
differ materially from the projected results. As of the Effective Date, 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
theretofore been disclosed in writing to the Lenders.


         SECTION 8.  AFFIRMATIVE COVENANTS.

         The Borrower hereby covenants and agrees that so long as this Agreement
is in effect and until such time as the Total Commitment has been terminated, no
Notes are outstanding and the Loans, together with interest, Fees and all other
Obligations hereunder, have been paid in full:

         8.1. REPORTING REQUIREMENTS. The Borrower will furnish to each Lender
and the Administrative Agent:

                  (a) ANNUAL FINANCIAL STATEMENTS. Promptly and in any event
         within 100 days after the close of each fiscal year of the Borrower,
         the consolidated and consolidating balance sheets of the Borrower and
         its consolidated Subsidiaries as at the end of such fiscal year and the
         related consolidated and consolidating statements of income, of
         stockholder's equity and of cash flows for such fiscal year, in each
         case setting forth comparative figures for the preceding fiscal year,
         all in reasonable detail and accompanied by the opinion with respect to
         such consolidated financial statements of independent public
         accountants of recognized national standing selected by the Borrower,
         which opinion shall be unqualified and shall (i) state that such
         accountants audited such consolidated financial statements in
         accordance with generally accepted auditing standards, that such
         accountants believe that such audit provides a reasonable basis for
         their opinion, and that in their opinion such consolidated financial
         statements present fairly, in all material respects, the consolidated
         financial position of the Borrower and its consolidated subsidiaries as
         at the end of such fiscal year and the consolidated results of their
         operations and cash flows for such fiscal year in conformity with
         generally accepted accounting principles, or (ii) contain such
         statements as are customarily included in unqualified reports of
         independent accountants in conformity with the recommendations and
         requirements of the American Institute of Certified Public Accountants
         (or any successor organization).

                  (b) QUARTERLY FINANCIAL STATEMENTS. Promptly and in any event
         within 55 days after the close of each of the quarterly accounting
         periods in each fiscal year of the Borrower, the unaudited condensed
         consolidated and consolidating balance sheets of the Borrower and its
         consolidated Subsidiaries as at the end of such quarterly period and
         the related unaudited condensed consolidated and consolidating
         statements of income and of cash flows for such quarterly period, and
         setting forth, in the case of such unaudited consolidated statements of
         income and of cash flows, comparative figures for the related periods
         in the prior fiscal year, and which consolidated financial statements
         shall be certified on behalf of the Borrower by the Chief Financial
         Officer or other Authorized Officer of the Borrower, subject to changes
         resulting from normal year-end audit adjustments.

                  (c) OFFICER'S COMPLIANCE CERTIFICATES. At the time of the
         delivery of the financial statements provided for in sections 8.1(a)
         and (b), a certificate on behalf of the Borrower of the Chief 



                                       45
<PAGE>   51

         Financial Officer or other Authorized Officer of the Borrower to the
         effect that, to the best knowledge of the Borrower, 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 (i) determine the Borrower's
         Interest Coverage Ratio for the most recent Testing Period consisting
         of a single fiscal quarter, and (ii) establish compliance with the
         provisions of sections 9.6, 9.7, 9.8 and 9.9.

                  (d) BUDGET. Not later than 90 days after the commencement of
         any fiscal year of the Borrower and its Subsidiaries, a consolidated
         budget in reasonable detail for each of the four fiscal quarters of
         such fiscal year, and (if and to the extent prepared by management of
         the Borrower) for any subsequent fiscal years, as customarily prepared
         by management for its internal use, setting forth, with appropriate
         discussion, the forecasted balance sheet, income statement, operating
         cash flows and capital expenditures of the Borrower and its
         Subsidiaries for the period covered thereby, and the principal
         assumptions upon which forecasts and budget are based.

                  (e) NOTICE OF DEFAULT, LITIGATION OR CERTAIN MATTERS INVOLVING
         MAJOR CUSTOMERS OR SUPPLIERS OR LEGAL REQUIREMENTS. Promptly, and in
         any event within three Business Days, in the case of clause (i) below,
         or five Business Days, in the case of clause (ii), (iii) or (iv) below,
         after the Borrower obtains actual knowledge thereof, notice of

                           (i) the occurrence of any event which constitutes a
                  Default or Event of Default, which notice shall specify the
                  nature thereof, the period of existence thereof and what
                  action the Borrower proposes to take with respect thereto,

                           (ii) any litigation or governmental or regulatory
                  investigation or proceeding pending against or involving the
                  Borrower or any of its Material Subsidiaries which (A)
                  involves any federal or state "anti-kickback" laws or
                  regulations, or possible loss of any material governmental
                  license, certification, license or authorization, or (B) the
                  Borrower reasonably expects to have a Material Adverse Effect
                  or a material adverse effect on the ability of the Borrower to
                  perform its obligations hereunder or under any other Credit
                  Document,

                           (iii) any significant adverse change (in the
                  Borrower's reasonable judgment) in the Borrower's or any
                  Subsidiary's relationship with, or any significant event or
                  circumstance which is in the Borrower's reasonable judgment
                  likely to adversely affect the Borrower's or any Subsidiary's
                  relationship with, (A) any customer (or related group of
                  customers) representing more than 10% of the Borrower's
                  consolidated revenues during its most recent fiscal year, or
                  (B) any supplier which is significant to the Borrower and its
                  Subsidiaries considered as an entirety, and

                           (iv) any significant change in the reimbursement or
                  other provisions of the Medicaid or Medicare programs which
                  the Borrower reasonably expects to have a Material Adverse
                  Effect.

                  (f) AUDITORS' INTERNAL CONTROL COMMENT LETTERS, ETC. Promptly
         upon receipt thereof, a copy of each letter or memorandum commenting on
         internal accounting controls which is submitted to the Borrower by its
         independent accountants in connection with any annual audit made by
         them of the books of the Borrower.

                  (g) ERISA. Promptly, and in any event within 10 days after the
         Borrower obtains actual knowledge of the occurrence of any of the
         following, the Borrower will deliver to each of the Lenders a
         certificate on behalf of the Borrower of an Authorized Officer of the
         Borrower setting forth the full details as to such occurrence and the
         action, if any, that the Borrower, 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 the Borrower,
         the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or
         the Plan administrator with respect thereto:

                                       46
<PAGE>   52

                           (i)  that a Reportable Event has occurred with 
                  respect to any Plan;

                           (ii) the institution of any steps by the Borrower,
                  any ERISA Affiliate, the PBGC or any other person to terminate
                  any Plan;

                           (iii) the institution of any steps by the Borrower or
                  any ERISA Affiliate to withdraw from any Plan;

                           (iv) the institution of any steps by the Borrower or
                  any Subsidiary to withdraw from any Multiemployer Plan or
                  Multiple Employer Plan, if such withdrawal could result in
                  withdrawal liability (as described in Part 1 of Subtitle E of
                  Title IV of ERISA) in excess of $1,000,000;

                           (v) a non-exempt "prohibited transaction" within the
                  meaning of section 406 of ERISA in connection with any Plan;

                           (vi) that a Plan has an Unfunded Current Liability
                           exceeding $1,000,000; 

                           (vii) any material increase in the contingent 
                  liability of the Borrower or any Subsidiary with respect to 
                  any post-retirement welfare liability; or

                           (viii) the taking of any action by, or the
                  threatening of the taking of any action by, the Internal
                  Revenue Service, the Department of Labor or the PBGC with
                  respect to any of the foregoing.

                  (h) ENVIRONMENTAL MATTERS. Promptly upon, and in any event
         within 10 Business Days after, an officer of the Borrower obtains
         actual knowledge thereof, notice of any of the following environmental
         matters which involves any reasonable likelihood (in the Borrower's
         reasonable judgment) of resulting in a Material Adverse Effect: (i) any
         pending or threatened (in writing) Environmental Claim against the
         Borrower or any of its Subsidiaries or any Real Property owned or
         operated by the Borrower or any of its Subsidiaries; (ii) any condition
         or occurrence on or arising from any Real Property owned or operated by
         the Borrower or any of its Subsidiaries that (A) results in
         noncompliance by the Borrower or any of its Subsidiaries with any
         applicable Environmental Law or (B) would reasonably be expected to
         form the basis of an Environmental Claim against the Borrower or any of
         its Subsidiaries or any such Real Property; (iii) any condition or
         occurrence on any Real Property owned, leased or operated by the
         Borrower or any of its Subsidiaries that could reasonably be expected
         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, leased or operated by the Borrower or any of its
         Subsidiaries as required by any Environmental Law or any governmental
         or other administrative agency. All such notices shall describe in
         reasonable detail the nature of the Environmental Claim and the
         Borrower's or such Subsidiary's response thereto.

                  (i) SEC REPORTS AND REGISTRATION STATEMENTS. Promptly upon
         transmission thereof or other filing with the SEC, copies of all
         registration statements (other than the exhibits thereto and any
         registration statement on Form S-8 or its equivalent) and annual,
         quarterly or current reports that the Borrower or any of its
         Subsidiaries files with the SEC.

                  (j) OTHER INFORMATION. With reasonable promptness, such other
         information or documents (financial or otherwise) relating to the
         Borrower or any of its Subsidiaries as any Lender (through the
         Administrative Agent) may reasonably request from time to time.

         8.2. BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and will cause
each of its Subsidiaries to, 



                                       47
<PAGE>   53

(i) keep proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business of the
Borrower or such Subsidiaries, as the case may be, in accordance with GAAP, in
the case of the Borrower, or which are reconcilable to GAAP, in the case of any
Subsidiary; and (ii) permit, upon at least five Business Days' notice to the
Chief Financial Officer or any other Authorized Officer of the Borrower,
officers and designated representatives of the Administrative Agent or any of
the Lenders to visit and inspect any of the properties or assets of the Borrower
and any of its Subsidiaries in whomsoever's possession (but only to the extent
the Borrower or such Subsidiary has the right to do so to the extent in the
possession of another person), and to examine the books of account of the
Borrower and any of its Subsidiaries and discuss the affairs, finances and
accounts of the Borrower and of any of its Subsidiaries with, and be advised as
to the same by, its and their officers and independent accountants and
independent actuaries (the Borrower having been offered an opportunity to be
present by telephone or in person for any discussions with such independent
accountants or independent actuaries), if any, all at such reasonable times and
intervals and to such reasonable extent as the Administrative Agent or any of
the Lenders may request.

         8.3. INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, (a) maintain insurance coverage by such insurers and in such
forms and amounts and against such risks as are generally consistent with the
insurance coverage maintained by the Borrower and its Subsidiaries at the date
hereof, and (b) forthwith upon the Administrative Agent's written request,
furnish to the Administrative Agent such information about such insurance as the
Administrative Agent may from time to time reasonably request, which information
shall be prepared in form and detail satisfactory to the Administrative Agent
and certified by an Authorized Officer of the Borrower.

         8.4. PAYMENT OF TAXES AND CLAIMS. The Borrower will pay and discharge,
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 to the date on
which penalties attach thereto, and all lawful claims which, if unpaid, might
become a Lien 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 reserves with respect thereto in accordance with GAAP; and PROVIDED,
FURTHER, that the Borrower will not be considered to be in default of any of the
provisions of this sentence if the Borrower or any Subsidiary fails to pay any
such amount which, individually or in the aggregate, is immaterial to the
Borrower and its Subsidiaries considered as an entirety.

         8.5. CORPORATE FRANCHISES. The Borrower will do, 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 corporate or other organizational
existence, rights, authority and franchises, PROVIDED that nothing in this
section 8.5 shall be deemed to prohibit (i) any transaction permitted by section
9.2; (ii) the termination of existence of any Subsidiary if the Borrower
determines that such termination is in its best interest; or (iii) the loss of
any rights, authorities or franchises if the loss thereof, in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.

         8.6. GOOD REPAIR. The Borrower will, and will cause each of its
Subsidiaries to, ensure that its material 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 in such properties and equipment all needful
and proper repairs, renewals, replacements, extensions, additions, betterments
and improvements, thereto, to the extent and in the manner customary for
companies in similar businesses.

         8.7. COMPLIANCE WITH STATUTES, ETC. The Borrower will, and will cause
each of its Subsidiaries to, comply, in all material respects, with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property, other than those (i)
being contested in good faith by appropriate proceedings, as to which adequate
reserves are established to the extent required under GAAP, and (ii) the
noncompliance with which would not have, and which would not be reasonably
expected to have, a Material Adverse Effect or a material adverse effect on the
ability of the Borrower to perform its obligations under any Credit Document.

                                       48
<PAGE>   54

         8.8.  COMPLIANCE WITH ENVIRONMENTAL LAWS. Without limitation of the 
covenants contained in section 8.7 hereof:

                  (a) The Borrower will, and will cause each of its Subsidiaries
         to, (i) comply, in all material respects, with all Environmental Laws
         applicable to the ownership, lease or use of all Real Property now or
         hereafter owned, leased or operated by the Borrower or any of its
         Subsidiaries, and promptly pay or cause to be paid all costs and
         expenses incurred in connection with such compliance, except for such
         noncompliance as would not have, and which would not be reasonably
         expected to have, a Material Adverse Effect or a material adverse
         effect on the ability of the Borrower to perform its obligations under
         any Credit Document; and (ii) keep or cause to be kept all such Real
         Property free and clear of any Liens imposed pursuant to such
         Environmental Laws which are not permitted under section 9.3.

                  (b) Without limitation of the foregoing, if the Borrower or
         any of its Subsidiaries shall generate, use, treat, store, release or
         dispose of, or permit the generation, use, treatment, storage, release
         or disposal of, Hazardous Materials on any Real Property now or
         hereafter owned, leased or operated by the Borrower or any of its
         Subsidiaries, or transport or permit the transportation of Hazardous
         Materials to or from any such Real Property, any such action shall be
         effected only in the ordinary course of business and in any event in
         compliance, in all material respects, with all Environmental Laws
         applicable thereto, except for such noncompliance as would not have,
         and which would not be reasonably expected to have, a Material Adverse
         Effect or a material adverse effect on the ability of the Borrower to
         perform its obligations under any Credit Document.

                  (c) If required to do so under any applicable order of any
         governmental agency, the Borrower will undertake, and cause each of its
         Subsidiaries to undertake, any clean up, removal, remedial or other
         action necessary to remove and clean up any Hazardous Materials from
         any Real Property owned, leased or operated by the Borrower or any of
         its Subsidiaries in accordance with, in all material respects, the
         requirements of all applicable Environmental Laws and in accordance
         with, in all material respects, such orders of all governmental
         authorities, except (i) to the extent that the Borrower or such
         Subsidiary is contesting such order in good faith and by appropriate
         proceedings and for which adequate reserves have been established to
         the extent required by GAAP, or (ii) for such noncompliance as would
         not have, and which would not be reasonably expected to have, a
         Material Adverse Effect or a material adverse effect on the ability of
         the Borrower to perform its obligations under any Credit Document.

         8.9. FISCAL YEARS, FISCAL QUARTERS. The Borrower will, for consolidated
financial reporting purposes, continue to use June 30 as the end of its fiscal
year and September 30, December 31, March 31 and June 30 as the end of its
fiscal quarters. If the Borrower shall change any of its Subsidiaries' fiscal
years or fiscal quarters (other than the fiscal year or fiscal quarters of a
person which becomes a Subsidiary, made at the time such person becomes a
Subsidiary, to conform to the Borrower's fiscal year and fiscal quarters or to
conform to the fiscal year or fiscal quarters which the Borrower generally
utilizes for its Subsidiaries), the Borrower will promptly, and in any event
within 30 days following any such change, deliver a notice to the Administrative
Agent and the Lenders describing such change and any material accounting entries
made in connection therewith and stating whether such change will have any
impact upon any financial computations to be made hereunder, and if any such
impact is foreseen, describing in reasonable detail the nature and extent of
such impact. If the Required Lenders determine that any such change will have
any impact upon any financial computations to be made hereunder which is adverse
to the Lenders, the Borrower will, if so requested by the Administrative Agent,
enter into an amendment to this Agreement, in form and substance satisfactory to
the Administrative Agent and the Required Lenders, modifying any of the
financial covenants or related provisions hereof in such manner as the Required
Lenders determine is necessary to eliminate such adverse effect.

         8.10. CERTAIN SUBSIDIARIES TO JOIN IN SUBSIDIARY GUARANTY. (a) In the
event that at any time after the Closing Date

                                       49
<PAGE>   55

                  (x) the Borrower has any Subsidiary (other than a Foreign
         Subsidiary as to which section 8.10(b) applies) which is not a party to
         the Subsidiary Guaranty, or

                  (y) an Event of Default shall have occurred and be continuing
         and the Borrower has any Subsidiary which is not a party to the
         Subsidiary Guaranty,

the Borrower will notify the Administrative Agent in writing of such event,
identifying the Subsidiary in question and referring specifically to the rights
of the Administrative Agent and the Lenders under this section. The Borrower
will, within 30 days following request therefor from the Administrative Agent
(who may give such request on its own initiative or upon request by the Required
Lenders), cause such Subsidiary to deliver to the Administrative Agent, in
sufficient quantities for the Lenders, (i) a joinder supplement, satisfactory in
form and substance to the Administrative Agent and the Required Lenders, duly
executed by such Subsidiary, pursuant to which such Subsidiary joins in the
Subsidiary Guaranty as a guarantor thereunder, and (ii) if such Subsidiary is a
corporation, resolutions of the Board of Directors of such Subsidiary, certified
by the Secretary or an Assistant Secretary of such Subsidiary as duly adopted
and in full force and effect, authorizing the execution and delivery of such
joinder supplement, or if such Subsidiary is not a corporation, such other
evidence of the authority of such Subsidiary to execute such joinder supplement
as the Administrative Agent may reasonably request.

         (b) Notwithstanding the foregoing provisions of this section 8.10 or
the provisions of section 8.11, the Borrower shall not, unless an Event of
Default shall have occurred and be continuing, be required to cause a Foreign
Subsidiary to join in the Subsidiary Guaranty or to cause the stock of any
Foreign Subsidiary to be pledged pursuant to the Pledge Agreement if (i) to do
so would subject the Borrower to liability for additional United States income
taxes by virtue of section 956 of the Code in an amount the Borrower considers
material, and (ii) the Borrower provides the Administrative Agent, within the
30-day period referred to in section 8.10(a) or section 8.11(a), as applicable,
with documentation, including computations prepared by the Borrower's internal
tax officer, its independent accountants or tax counsel, acceptable to the
Required Lenders, in support thereof.

         8.11. PLEDGE OF ADDITIONAL STOCK; RELEASE OF COLLATERAL. (a) In the
event that at any time after the Closing Date the Borrower has any direct or
indirect Subsidiary the stock in which owned by the Borrower or another
Subsidiary is not at the time pledged to the Collateral Agent pursuant to the
Pledge Agreement, the Borrower may, but shall not be obligated to, elect to (i)
cause such stock to be so pledged by delivering the certificates therefor to the
Collateral Agent, duly indorsed in blank or accompanied by separate stock powers
duly executed in blank, (ii) deliver or cause to be delivered to the Collateral
Agent an amendment or supplement to the Pledge Agreement signed by the pledging
Credit Party providing for such pledge, in sufficient quantities for the
Lenders, and (ii) if such pledging Credit Party is not already a Credit Party,
resolutions of the Board of Directors of such pledging Credit Party, certified
by the Secretary or an Assistant Secretary of such pledging Credit Party as duly
adopted and in full force and effect, authorizing the execution and delivery of
such amendment or supplement, or if such pledging Credit Party is not a
corporation, such other evidence of the authority of such pledging Credit Party
to execute such amendment or supplement as the Collateral Agent may reasonably
request.

         (b) If no default under section 10.1(a) or Event of Default shall have
occurred and be continuing, the Borrower shall be entitled to obtain a complete
release of all Collateral covered by the Pledge Agreement and a termination of
the Pledge Agreement upon written notice to the Administrative Agent, and the
Administrative Agent and the Collateral Agent shall in such circumstances take
all such reasonable actions as may be necessary to effect such release and
termination.

         8.12. MOST FAVORED COVENANT STATUS. Should the Borrower at any time
after June 1, 1998, issue any unsecured Indebtedness, or guarantee any secured
or unsecured Indebtedness, denominated in U.S. dollars or any other currency,
for money borrowed or represented by bonds, notes, debentures or similar
securities in an aggregate amount exceeding $5,000,000, to any lender or group
of lenders acting in concert with one another, or one or more institutional
investors, pursuant to a loan agreement, credit agreement, note purchase
agreement, indenture, guaranty or other similar instrument, which agreement,
indenture, guaranty or instrument, includes affirmative or negative financial
covenants (or any events of default or other type of restriction which would
have the practical effect of any 



                                       50
<PAGE>   56

affirmative or negative financial covenant, including, without limitation, any
"put" or mandatory prepayment of such Indebtedness upon the occurrence of
specified financial ratios or other specified financial measurements) which are
applicable to the Borrower and/or any of its Subsidiaries, other than those set
forth herein or in any of the other Credit Documents, the Borrower shall
promptly so notify the Administrative Agent and the Lenders and, if the
Administrative Agent shall so request by written notice to the Borrower (after a
determination has been made by the Required Lenders that any of the
above-referenced documents or instruments contain any such provisions, which
either individually or in the aggregate, are more favorable to the applicable
creditors of the Borrower than any of the particular provisions set forth
herein), the Borrower, the Administrative Agent and the Required Lenders shall
promptly amend this Agreement to incorporate some or all of such provisions, in
the discretion of the Administrative Agent and the Required Lenders, into this
Agreement and, to the extent necessary and reasonably desirable to the
Administrative Agent and the Required Lenders, into any of the other Credit
Documents, all at the election of the Administrative Agent and the Required
Lenders. If after any such provisions have been so incorporated into any of the
Credit Documents, the entire amount of the other Indebtedness from which such
provisions were incorporated is repaid, redeemed, prepaid or otherwise retired,
the Lenders will promptly upon request of the Borrower cause the Credit
Documents to be amended so as to eliminate such provisions which had been
previously incorporated therein.

         8.13. SENIOR DEBT. The Borrower will at all times ensure that (a) the
claims of the Lenders in respect of the Obligations of the Borrower will not be
subordinate to, and will in all respects at least rank PARI PASSU with, the
claims of every other senior unsecured creditor of the Borrower, and (b) any
Indebtedness subordinated in any manner to the claims of any other senior
unsecured creditor of the Borrower will be subordinated in like manner to such
claims of the Lenders.


         SECTION 9.  NEGATIVE COVENANTS.

         The Borrower hereby covenants and agrees that on the Effective Date and
thereafter for so long as this Agreement is in effect and until such time as the
Total Commitment has been terminated, no Notes remain outstanding and the Loans,
together with interest, Fees and all other Obligations incurred hereunder are
paid in full:

         9.1. CHANGES IN BUSINESS. Neither the Borrower nor any of its
Subsidiaries will engage in any business if, as a result, the general nature of
the business, taken on a consolidated basis, which would then be engaged in by
the Borrower and its Subsidiaries, would be substantially changed from the
general nature of the business engaged in by the Borrower and its Subsidiaries
on the date hereof.

         9.2. CONSOLIDATION, MERGER, ACQUISITIONS, AND SALE OF ASSETS, ETC. The
Borrower will not, and will not permit any Subsidiary to, (1) wind up, liquidate
or dissolve its affairs, (2) enter into any transaction of merger or
consolidation, (3) make or otherwise effect any Acquisition, (4) sell or
otherwise dispose of any of its property or assets otherwise than in the
ordinary course of business, or otherwise make or effect any Asset Sale, or (5)
agree to do any of the foregoing at any future time, EXCEPT that the following
shall be permitted:

                  (a) CAPITAL EXPENDITURES: Consolidated Capital Expenditures;

                  (b) PERMITTED INVESTMENTS: the investments permitted pursuant
         to section 9.5;

                  (c) CERTAIN INTERCOMPANY MERGERS, ETC.: if no Default or Event
         of Default shall have occurred and be continuing or would result
         therefrom, (i) the merger, consolidation or amalgamation of any
         Wholly-Owned Subsidiary with or into the Borrower or another
         Wholly-Owned Subsidiary, so long as in any merger, consolidation or
         amalgamation involving the Borrower it is the surviving or continuing
         or resulting corporation, or the liquidation or dissolution of any
         Subsidiary, or (ii) the transfer or other disposition of any property
         by the Borrower to any Wholly-Owned Subsidiary or by any Wholly-Owned
         Subsidiary to the Borrower or any other Wholly-Owned Subsidiary of the
         Borrower;

                                       51
<PAGE>   57

                  (d) ACQUISITIONS: if no Default or Event of Default shall have
         occurred and be continuing or would result therefrom, the Borrower or
         any Subsidiary may make Acquisitions, PROVIDED that (i) no Acquisition
         may be consummated which is actively opposed by the Board of Directors
         (or similar governing body) of the selling person or the person whose
         equity interests are to be acquired, UNLESS all of the Lenders consent
         to such transaction, and (ii) at least three Business Days prior to the
         date of any such Acquisition which involves consideration (including
         the amount of any assumed Indebtedness and (without duplication) any
         outstanding Indebtedness of any person which becomes a Subsidiary as a
         result of such Permitted Acquisition) of $20,000,000 or more, the
         Borrower shall have delivered to the Administrative Agent an officer's
         certificate executed on behalf of the Borrower by an Authorized Officer
         of the Borrower, which certificate shall (A) contain the date such
         Acquisition is scheduled to be consummated, (B) contain the estimated
         purchase price of such Acquisition, (C) contain a description of the
         property and/or assets acquired in connection with such Permitted
         Acquisition, (D) demonstrate that at the time of making any such
         Acquisition the covenants contained in sections 9.6, 9.7 and 9.8 shall
         be complied with on a PRO FORMA basis as if the properties and/or
         assets so acquired had been owned by the Borrower, and the Indebtedness
         assumed and/or incurred to acquire and/or finance same has been
         outstanding, for the 12 month period immediately preceding such
         Acquisition (without giving effect to any credit for unobtained or
         unrealized gains or any adjustments to overhead in connection with any
         such Acquisition), and (E) if requested by the Administrative Agent,
         attach thereto a true and correct copy of the then proposed purchase
         agreement, merger agreement or similar agreement, partnership agreement
         and/or other contract entered into in connection with such Acquisition,
         and the most recent financial statements for the person or business
         unit which is the subject of such Acquisition;

                  (e) PERMITTED DISPOSITIONS: if no Default or Event of Default
         shall have occurred and be continuing or would result therefrom, the
         Borrower or any of its Subsidiaries may (i) sell any property, land or
         building (including any related receivables or other intangible assets)
         to any person which is not a Subsidiary of the Borrower, or (ii) sell
         the entire capital stock (or other equity interests) and Indebtedness
         of any Subsidiary owned by the Borrower or any other Subsidiary to any
         person which is not a Subsidiary of the Borrower, or (iii) permit any
         Subsidiary to be merged or consolidated with a person which is not an
         Affiliate of the Borrower, or (iv) consummate any other Asset Sale with
         a person who is not a Subsidiary of the Borrower; PROVIDED that (A) the
         consideration for such transaction represents fair value (as determined
         by management of the Borrower), and at least 75% of such consideration
         consists of cash, (B) in the case of any such transaction involving
         consideration in excess of $10,000,000, at least five Business Days
         prior to the date of completion of such transaction the Borrower shall
         have delivered to the Administrative Agent an officer's certificate
         executed on behalf of the Borrower by an Authorized Officer of the
         Borrower, which certificate shall contain a description of the proposed
         transaction, the date such transaction is scheduled to be consummated,
         the estimated purchase price or other consideration for such
         transaction, financial information pertaining to compliance with the
         preceding clause (A), and which shall (if requested by the
         Administrative Agent) include a certified copy of the draft or
         definitive documentation pertaining thereto, and (C) contemporaneously
         therewith, the Borrower prepays Loans as and to the extent contemplated
         by section 5.2(d);

                  (f) CONTRIBUTIONS TO JOINT VENTURES, ETC.: if no Default or
         Event of Default shall have occurred and be continuing or would result
         therefrom, the Borrower or any of its Subsidiaries may contribute
         assets to joint ventures and other persons in accordance with section
         9.5(p); and

                  (g) LEASES: the Borrower or any of its Subsidiaries may enter
         into leases of property or assets not constituting Permitted
         Acquisitions in the ordinary course of business not otherwise in
         violation of this Agreement.

To the extent (i) any Collateral is sold, transferred or disposed of as
permitted by this section 9.2, or (ii) the Required Lenders (or all of the
Lenders if required by section 13.12) waive the provisions of this section 9.2
with respect to the sale, transfer or other disposition of any Collateral, (a)
such Collateral shall be sold, transferred or disposed of free and clear of the
Liens created by the respective Security Documents; (b) if such Collateral
includes 



                                       52
<PAGE>   58

all of the capital stock of a Subsidiary which is a party to the Subsidiary
Guaranty or other Security Document, such capital stock shall be released from
the Pledge Agreement and such Subsidiary shall be released from the Subsidiary
Guaranty; and (c) the Administrative Agent and the Collateral Agent shall be
authorized to take actions deemed appropriate by them in order to effectuate the
foregoing.

         9.3. 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 such Subsidiary 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 or without
recourse to the Borrower or any of its Subsidiaries, other than for purposes of
collection of delinquent accounts in the ordinary course of business) 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 that the foregoing restrictions shall not
apply to:

                  (a) Liens for taxes not yet delinquent 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;

                  (b) Liens in respect of property or assets imposed by law
         which were incurred in the ordinary course of business, such as
         carriers', warehousemen's, materialmen's and mechanics' Liens and other
         similar Liens arising in the ordinary course of business, which do not
         in the aggregate materially detract from the value of such property or
         assets or materially impair the use thereof in the operation of the
         business of the Borrower or any Subsidiary;

                  (c) Liens created by this Agreement or the other Credit 
         Documents;

                  (d) Liens (i) in existence on the Closing Date which are
         listed, and the Indebtedness secured thereby and the property subject
         thereto on the Closing Date described, in Annex IV, or (ii) arising out
         of the refinancing, extension, renewal or refunding of any Indebtedness
         secured by any such Liens, PROVIDED that the principal amount of such
         Indebtedness is not increased and such Indebtedness is not secured by
         any additional assets;

                  (e) Liens arising from judgments, decrees or attachments in
         circumstances not constituting an Event of Default under section
         10.1(g);

                  (f) Liens (other than any Lien imposed by ERISA) incurred or
         deposits made in the ordinary course of business in connection with
         workers' compensation, unemployment insurance and other types of social
         security; and mechanic's Liens, carrier's Liens, and other Liens to
         secure the performance of tenders, statutory obligations, contract
         bids, 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 the payment for borrowed
         money), whether pursuant to statutory requirements, common law or
         consensual arrangements;

                  (g) Leases or subleases granted to others not interfering in
         any material respect with the business of the Borrower or any of its
         Subsidiaries and any interest or title of a lessor under any lease not
         in violation of this Agreement;

                  (h) easements, rights-of-way, zoning or deed restrictions,
         minor defects or irregularities in title and other similar charges or
         encumbrances not interfering in any material respect with the ordinary
         conduct of the business of the Borrower or any of its Subsidiaries
         considered as an entirety;

                  (i) Liens arising from financing statements regarding property
         subject to leases not in 



                                       53
<PAGE>   59

         violation of the requirements of this Agreement, PROVIDED that such
         Liens are only in respect of the property subject to, and secure only,
         the respective lease (and any other lease with the same or an
         affiliated lessor); and

                  (j) Liens which

                           (i) are placed upon equipment or machinery used in
                  the ordinary course of business of the Borrower or any
                  Subsidiary at the time of (or within 180 days after) the
                  acquisition thereof by the Borrower or any such Subsidiary to
                  secure Indebtedness incurred to pay or finance all or a
                  portion of the purchase price thereof, PROVIDED that the Lien
                  encumbering the equipment or machinery so acquired does not
                  encumber any other asset of the Borrower or any such
                  Subsidiary; or

                           (ii) are existing on property or other assets at the
                  time acquired by the Borrower or any Subsidiary or on assets
                  of a person at the time such person first becomes a Subsidiary
                  of the Borrower; PROVIDED that (A) any such Liens were not
                  created at the time of or in contemplation of the acquisition
                  of such assets or person by the Borrower or any of its
                  Subsidiaries; (B) in the case of any such acquisition of a
                  person, any such Lien attaches only to the property and assets
                  of such person; and (C) in the case of any such acquisition of
                  property or assets by the Borrower or any Subsidiary, any such
                  Lien attaches only to the property and assets so acquired and
                  not to any other property or assets of the Borrower or any
                  Subsidiary;

         PROVIDED that (1) the Indebtedness secured by any such Lien does not
         exceed 100% of the fair market value of the property and assets to
         which such Lien attaches, determined at the time of the acquisition of
         such property or asset or the time at which such person becomes a
         Subsidiary of the Borrower (except in the circumstances described in
         clause (ii) above to the extent such Liens constituted customary
         purchase money Liens at the time of incurrence and were entered into in
         the ordinary course of business), and (2) the Indebtedness secured
         thereby is permitted by section 9.4(c); and

         9.4. INDEBTEDNESS. The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness of the Borrower or any of its Subsidiaries, EXCEPT:

                  (a) Indebtedness incurred under this Agreement and the other
         Credit Documents; and Indebtedness incurred under the Bridge Facility
         Agreement not in excess of $50,000,000 aggregate principal amount
         outstanding at any time, PROVIDED that (x) the scheduled maturity of
         the Indebtedness under the Bridge Facility Agreement shall not be later
         than December 31, 1998, and (y) in the event the Total General
         Revolving Commitment hereunder is at any time increased above
         $150,000,000, the foregoing amount shall be automatically reduced by
         the amount of such increase;

                  (b) Indebtedness of the Borrower or any Subsidiary in respect
         of Capital Leases; PROVIDED that (i) the aggregate Capitalized Lease
         Obligations of the Borrower and its Subsidiaries, plus the aggregate
         outstanding principal amount of Indebtedness permitted under clause (c)
         below, shall not exceed $20,000,000 in the aggregate at any time
         outstanding, and (ii) at the time of any incurrence thereof after the
         date hereof, and after giving effect thereto, no Event of Default shall
         have occurred and be continuing or would result therefrom;

                  (c) Indebtedness of the Borrower or any Subsidiary subject to
         Liens permitted by section 9.3(j), including and any guaranty by the
         Borrower of any such Indebtedness; PROVIDED that (i) the aggregate
         principal amount of such Indebtedness shall not exceed $5,000,000 in
         the aggregate at any time outstanding, and (ii) at the time of any
         incurrence thereof after the date hereof, and after giving effect
         thereto, no Event of Default shall have occurred and be continuing or
         would result therefrom;

                  (d) the Subordinated Indebtedness evidenced by the Convertible
         Subordinated Debentures 



                                       54
<PAGE>   60

         due 2004 in the aggregate principal amount of $100,000,000;

                  (e) any refinancing, extension, renewal or refunding of any
         Subordinated Indebtedness permitted by the foregoing clause (d) not
         involving an increase in the principal amount thereof, a reduction of
         more than 10% in the remaining weighted average life to maturity
         thereof (computed in accordance with standard financial practice), or
         any changes in the terms of subordination applicable thereto which is
         adverse to the interests of the Lenders;

                  (f) the subordinated guaranties of Subsidiaries of the
         Borrower with respect to the Subordinated Indebtedness referred to in
         clauses (d) and (e) above, PROVIDED the terms of such subordination are
         substantially the same as contained in the subordinated guaranties
         originally issued in support of the Convertible Subordinated Debentures
         due 2004;

                  (g) Existing Indebtedness, to the extent not otherwise
         permitted pursuant to the foregoing clauses; and any refinancing,
         extension, renewal or refunding of any such Existing Indebtedness not
         involving an increase in the principal amount thereof or a reduction of
         more than 10% in the remaining weighted average life to maturity
         thereof (computed in accordance with standard financial practice);

                  (h) Indebtedness of the Borrower or any Subsidiary under Hedge
         Agreements entered into in the ordinary course of business;

                  (i) Indebtedness of the Borrower to any of its Subsidiaries,
         and Indebtedness of any of the Borrower's Subsidiaries to the Borrower
         or to another Subsidiary of the Borrower, in each case to the extent
         permitted under section 9.5;

                  (j)      Guaranty Obligations permitted under section 9.5; and

                  (k) additional unsecured Indebtedness of the Borrower not in
         excess of $35,000,000 aggregate principal amount outstanding at any
         time, to the extent not otherwise permitted pursuant to the foregoing
         clauses, PROVIDED that at the time of incurrence thereof, and after
         giving effect thereto, (i) the Borrower will be in compliance with
         sections 9.6, 9.7 and 9.8, (ii) no Event of Default shall have occurred
         and be continuing or would result therefrom, and (iii) not more than
         $25,000,000 aggregate principal amount of the Indebtedness permitted by
         this clause (k) outstanding at any time shall consist of money borrowed
         from banks or other financial institutions. .

         9.5. ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The
Borrower will not, and will not permit any of its Subsidiaries to, (1) lend
money or make advances to any person, (2) purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, or other investment in, any person, (3) create, acquire or hold
any Subsidiary, (4) be or become a party to any joint venture or partnership, or
(5) be or become obligated under any Guaranty Obligations (other than those
created in favor of the Lenders pursuant to the Credit Documents), EXCEPT:

                  (a) the Borrower or any of its Subsidiaries may invest in cash
         and Cash Equivalents;

                  (b) any endorsement of a check or other medium of payment for
         deposit or collection, or any similar transaction in the normal course
         of business;

                  (c) the Borrower and its Subsidiaries may acquire and hold
         receivables owing to them in the ordinary course of business and
         payable or dischargeable in accordance with customary trade terms;

                  (d) investments acquired by the Borrower or any of its
         Subsidiaries (i) in exchange for any other investment held by the
         Borrower or any such Subsidiary in connection with or as a result of a
         bankruptcy, workout, reorganization or recapitalization of the issuer
         of such other investment, or (ii) as a 



                                       55
<PAGE>   61

         result of a foreclosure by the Borrower or any of its Subsidiaries with
         respect to any secured investment or other transfer of title with
         respect to any secured investment in default;

                  (e) loans and advances to employees for business-related
         travel expenses, moving expenses, costs of replacement homes and other
         similar expenses, in each case incurred in the ordinary course of
         business, shall be permitted;

                  (f) the Borrower may make Acquisitions in accordance with
         section 9.2(d);

                  (g) investments in the capital of any Wholly-Owned Subsidiary
         which is not a Foreign Subsidiary;

                  (h) to the extent not permitted by the foregoing clauses,
         existing investments in any Subsidiaries (and any increases thereof
         attributable to increases in retained earnings);

                  (i) to the extent not permitted by the foregoing clauses, the
         existing loans, advances, investments and guarantees described on Annex
         V hereto;

                  (j) any unsecured guaranty by the Borrower of any Indebtedness
         of a Subsidiary permitted by section 9.4, and any guaranty by any
         Subsidiary described in section 9.4;

                  (k) investments of the Borrower and its Subsidiaries in Hedge
         Agreements;

                  (l) loans and advances by any Subsidiary of the Borrower to
         the Borrower, PROVIDED that the Indebtedness represented thereby
         constitutes Subordinated Indebtedness;

                  (m) loans and advances by the Borrower or by any Subsidiary of
         the Borrower to, or other investments in, any Subsidiary of the
         Borrower which is (i) a Subsidiary Guarantor, (ii) a Wholly-Owned
         Subsidiary, and (iii) not a Foreign Subsidiary;

                  (n) loans and advances by any Subsidiary of the Borrower which
         is not a Subsidiary Guarantor to, or other investments by any such
         Subsidiary in, any other Subsidiary of the Borrower which is a
         Wholly-Owned Subsidiary;

                  (o) Guaranty Obligations, not otherwise permitted by the
         foregoing clauses, of (i) the Borrower or any Subsidiary in respect of
         leases of the Borrower or any Subsidiary the entry into which is not
         prohibited by this Agreement, (ii) the Borrower or any Subsidiary in
         respect of any other person (other than in respect of (x) Indebtedness
         for borrowed money or represented by bonds, notes, debentures or
         similar securities, or (y) Indebtedness constituting Capital Leases)
         arising as a matter of applicable law because the Borrower or such
         Subsidiary is or is deemed to be a general partner of such other
         person, or (iii) the Borrower or any Subsidiary in respect of any other
         person (other than in respect of (x) Indebtedness for borrowed money or
         represented by bonds, notes, debentures or similar securities, or (y)
         Indebtedness constituting Capital Leases) arising in the ordinary
         course of business;

                  (p) any other loans, advances, investments (whether in the
         form of cash or contribution of property, and if in the form of a
         contribution of property, such property shall be valued for purposes of
         this clause (p) at the fair value thereof as reasonably determined by
         the Borrower) and Guaranty Obligations, including, without limitation,
         in or to or for the benefit of, Subsidiaries, joint ventures, or other
         persons, not otherwise permitted by the foregoing clauses, made after
         March 31, 1997 (such loans, advances and investments, collectively,
         "BASKET INVESTMENTS", and such Guaranty Obligations, collectively
         "BASKET GUARANTEES") described below: (i) if no Event of Default shall
         have occurred and be continuing, or would result therefrom, (A) Basket
         Investments of up to an aggregate amount not in excess of 15% of the
         Borrower's Consolidated Net Worth as of the end of its most recently
         completed fiscal year prior thereto 



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<PAGE>   62

         for which financial statements have been delivered hereunder, taking
         into account the repayment of any loans or advances comprising such
         Basket Investments, and (B) additional Basket Investments made out of
         the proceeds of the issue and sale of the Convertible Subordinated
         Debentures due 2004, or the identifiable cash or Cash Equivalents in
         which such proceeds have been temporarily invested, shall be permitted
         to be made, in each case in persons whose principal business is related
         or complementary to, the businesses of the Borrower and its
         Subsidiaries, and (ii) if no Event of Default shall have occurred and
         be continuing, or would result therefrom, Basket Guarantees covering up
         to $15,000,000 aggregate principal amount of Indebtedness outstanding
         at any time, shall be permitted to be incurred.

         9.6. TOTAL INDEBTEDNESS/CAPITAL RATIO. The Borrower will not at any
time permit the ratio, expressed as a percentage, of (i) the amount of Total
Indebtedness at such time to (ii) the sum of such amount of Total Indebtedness,
PLUS its Consolidated Net Worth as of the end of its most recently completed
fiscal quarter, to exceed 55.00%.

         9.7. TOTAL SENIOR INDEBTEDNESS/CAPITAL RATIO. The Borrower will not at
any time permit the ratio, expressed as a percentage, of (i) the amount of Total
Senior Indebtedness at such time to (ii) the sum of the amount of Total
Indebtedness at such time, PLUS its Consolidated Net Worth as of the end of the
most recently completed fiscal quarter, to exceed 35.00%.

         9.8. INTEREST COVERAGE RATIO. The Borrower will not permit its Interest
Coverage Ratio to be (i) less than 2.00 to 1.00, for any Testing Period
consisting of two consecutive fiscal quarters (whether or not in the same fiscal
year) which ends on or prior to December 31, 1998, or (ii) less than 2.50 to
1.00 for any Testing Period consisting of two consecutive fiscal quarters
(whether or not in the same fiscal year) which ends thereafter.

         9.9. MINIMUM CONSOLIDATED NET WORTH. The Borrower will not permit its
Consolidated Net Worth at any time to be less than $265,000,000, EXCEPT that (i)
effective as of the end of the Borrower's fiscal quarter ended March 31, 1998,
and as of the end of each fiscal quarter thereafter, the foregoing amount (as it
may from time to time be increased as herein provided), shall be increased by
50% of the consolidated net income of the Borrower and its Subsidiaries for the
fiscal quarter ended on such date, if any, without deduction for minority
interests, as determined in conformity with GAAP (there being no reduction in
the case of any such consolidated net income which reflects a deficit), and (ii)
the foregoing amount (as it may from time to time be increased as herein
provided), shall be increased by (A) an amount equal to 100% of the cash
proceeds (net of underwriting discounts and commissions and other customary fees
and costs associated therewith) from any sale or issuance of equity by the
Borrower after the Closing Date (other than any sale or issuance to management
or employees pursuant to employee benefit plans of general application), plus
(B) the principal amount of any Indebtedness which after the Effective Date is
converted or exchanged into equity securities of the Borrower.

         9.10. PREPAYMENTS AND REFINANCINGS OF SUBORDINATED DEBT, ETC. The
Borrower will not, and will not permit any of its Subsidiaries to, make (or give
any notice in respect thereof) any voluntary or optional payment or prepayment
or redemption 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) or exchange of, or refinance or refund,
any Subordinated Indebtedness of the Borrower; PROVIDED that the Borrower may
refinance or refund any such Subordinated Indebtedness in accordance with the
applicable requirements of section 9.4 hereof.

         9.11. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will not
permit any Subsidiary to, enter into any transaction or series of transactions
with any Affiliate (other than, in the case of the Borrower, any Subsidiary, and
in the case of a Subsidiary, the Borrower or another Subsidiary) other than in
the ordinary course of business of and pursuant to the reasonable requirements
of the Borrower's or such Subsidiary's business and upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than would obtain in
a comparable arm's-length transaction with a person other than an Affiliate,
EXCEPT (i) loans, advances and investments permitted by section 9.5, (ii) sales
of goods to an Affiliate for use or distribution outside the United States which
in the good faith judgment of the Borrower complies with any applicable legal
requirements of the Code, or (iii) agreements and transactions with and payments
to officers, directors and shareholders which are either (A) entered into in the


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<PAGE>   63

ordinary course of business and not prohibited by any of the provisions of this
Agreement, or (B) entered into outside the ordinary course of business, approved
by the directors or shareholders of the Borrower, and not prohibited by any of
the provisions of this Agreement.

         9.12. LIMITATION ON CERTAIN RESTRICTIVE AGREEMENTS. The Borrower will
not, and will not permit any of its Subsidiaries to, directly or indirectly,
enter into, incur or permit to exist or become effective, any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary to create, incur or suffer to exist
any Lien upon any of its property or assets as security for Indebtedness, or (b)
the ability of any such Subsidiary to pay dividends or make any other
distributions on its capital stock or any other interest or participation in its
profits owned by the Borrower or any Subsidiary of the Borrower, or pay any
Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make
loans or advances to the Borrower or any of the Borrower's other Subsidiaries,
or transfer any of its property or assets to the Borrower or any of the
Borrower's other Subsidiaries, EXCEPT for such restrictions existing under or by
reason of (i) applicable law, (ii) this Agreement and the other Credit
Documents, (iii) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest, (iv) customary provisions restricting
assignment of any licensing agreement entered into in the ordinary course of
business, (v) customary provisions restricting the transfer of assets subject to
Liens permitted under section 9.3(j), (vi) restrictions contained in the
Existing Indebtedness Agreements as in effect on the Effective Date and
customary restrictions affecting only a Subsidiary of the Borrower under any
agreement or instrument governing any of the Indebtedness of a Subsidiary
permitted pursuant to 9.4, (vii) any document relating to Indebtedness secured
by a Lien permitted by section 9.3, insofar as the provisions thereof limit
grants of junior liens on the assets securing such Indebtedness, and (viii) any
operating lease or Capital Lease, insofar as the provisions thereof limit grants
of a security interest in, or other assignments of, the related leasehold
interest to any other person.

         9.13. LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. The Borrower will
not, nor will it permit any Subsidiary to, enter into any Sale and Lease-Back
Transaction involving any individual property (or related group of properties as
part of the same Sale and Lease-Back Transaction) having a Value over $2,000,000
unless either (a) the Borrower or such Subsidiary would be entitled to incur
Indebtedness secured by a Lien on such property pursuant to section 9.4(c), or
(b) the Borrower shall prepay Loans, and to the extent Loans are not so prepaid,
shall voluntarily permanently reduce the Unutilized Total Commitment, by an
amount at least equal to the Value of such Sale and Lease-Back Transaction.

         9.14. PLAN TERMINATIONS, MINIMUM FUNDING, ETC. The Borrower will not,
and will not permit any ERISA Affiliate to, (i) terminate any Plan or plans so
as to result in liability of the Borrower or any ERISA Affiliate to the PBGC in
excess of $2,000,000 in the aggregate, (ii) permit to exist one or more events
or conditions which reasonably present a material risk of the termination by the
PBGC of any Plan or Plans with respect to which the Borrower or any ERISA
Affiliate would, in the event of such termination, incur liability to the PBGC
in excess of $2,000,000 in the aggregate, or (iii) fail to comply with the
minimum funding standards of ERISA and the Code with respect to any Plan.



         SECTION 10.  EVENTS OF DEFAULT.

         10.1. EVENTS OF DEFAULT. Upon the occurrence of any of the following
specified events (each an "EVENT OF DEFAULT"):

                  (a) PAYMENTS: the Borrower shall (i) default in the payment
         when due of any principal of the General Revolving Loans; (ii) default,
         and such default shall continue for three or more Business Days, in the
         payment when due of any principal of the Swing Line Revolving Loans;
         (iii) default, and such default shall continue for three or more
         Business Days, in the payment when due of any reimbursement obligation
         in respect of any Unpaid Drawing; or (iv) default, and such default
         shall continue for five or more Business Days, in the payment when due
         of any interest on the Loans or any Fees or any other 



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<PAGE>   64

         amounts owing hereunder or under any other Credit Document; or

                  (b) REPRESENTATIONS, ETC.: any representation, warranty or
         statement made by the Borrower herein or in any other Credit Document
         or in any statement or 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

                  (c) CERTAIN NEGATIVE COVENANTS: the Borrower shall (i) default
         in the due performance or observance by it of any term, covenant or
         agreement contained in sections 9.6 through 9.9, inclusive, or section
         9.13, of this Agreement; or (ii) default, and such default shall
         continue for five or more Business Days after the Borrower shall first
         have obtained actual knowledge thereof or the Administrative Agent or
         any Lender shall have notified the Borrower thereof in writing,
         whichever shall first occur, in the due performance or observance by it
         of any other term, covenant or agreement contained in sections 9.2
         through 9.5, inclusive, of this Agreement; or

                  (d) OTHER COVENANTS: the Borrower shall default in the due
         performance or observance by it of any term, covenant or agreement
         contained in this Agreement or any other Credit Document, other than
         those referred to in section 10.1(a) or (b) or (c) above, and such
         default shall continue unremedied for a period of at least 30 days
         after notice by the Administrative Agent or the Required Lenders; or

                  (e) DEFAULT UNDER OTHER AGREEMENTS: the Borrower or any of its
         Subsidiaries shall (i) default in any payment with respect to any
         Indebtedness (other than the Obligations) owed to any Lender, or having
         an unpaid principal amount of $1,000,000 or greater, and such default
         shall continue after the applicable grace period, if any, specified in
         the agreement or instrument relating to 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 (and all grace
         periods applicable to such observance, performance or condition shall
         have expired), 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 any such
         Indebtedness of the Borrower or any of its Subsidiaries shall be
         declared to be due and payable, or shall be required to be prepaid
         (other than by a regularly scheduled required prepayment or redemption,
         prior to the stated maturity thereof); or

                  (f) OTHER CREDIT DOCUMENTS: the Subsidiary Guaranty or any
         Security Document (once executed and delivered) shall cease for any
         reason (other than termination in accordance with its terms) to be in
         full force and effect; or any Credit Party shall default in any payment
         obligation thereunder; or any Credit Party shall default in any
         material respect in the due performance and observance of any other
         obligation thereunder and such default shall continue unremedied for a
         period of at least 30 days after notice by the Administrative Agent or
         the Required Lenders; or any Credit Party shall (or seek to) disaffirm
         or otherwise limit its obligations thereunder otherwise than in strict
         compliance with the terms thereof; or

                  (g) JUDGMENTS: one or more judgments or decrees shall be
         entered against the Borrower and/or any of its Subsidiaries involving a
         liability (exclusive of the amount thereof covered by insurance as to
         which the carrier has adequate claims paying ability and has not
         reserved its rights) of $5,000,000 or more in the aggregate for all
         such judgments and decrees for the Borrower and its Subsidiaries) and
         any such judgments or decrees shall not have been vacated, discharged
         or stayed or bonded pending appeal within 30 days from the entry
         thereof; or

                  (h) BANKRUPTCY, ETC.: the Borrower or any of its Material
         Subsidiaries 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 the Borrower or any of its
         Material Subsidiaries and the petition is not controverted within 10
         days, or is not dismissed within 60 days, after commencement of the
         case; or a custodian (as defined in the 



                                       59
<PAGE>   65

         Bankruptcy Code) is appointed for, or takes charge of, all or
         substantially all of the property of the Borrower or any of its
         Material Subsidiaries; or the Borrower or any of its Material
         Subsidiaries commences (including by way of applying for or consenting
         to the appointment of, or the taking of possession by, a rehabilitator,
         receiver, custodian, trustee, conservator or liquidator (collectively,
         a "CONSERVATOR") of itself or all or any substantial portion of its
         property) any other proceeding under any reorganization, arrangement,
         adjustment of debt, relief of debtors, dissolution, insolvency,
         liquidation, rehabilitation, conservatorship or similar law of any
         jurisdiction whether now or hereafter in effect relating to the
         Borrower or any of its Material Subsidiaries; or any such proceeding is
         commenced against the Borrower or any of its Material Subsidiaries to
         the extent such proceeding is consented by such person or remains
         undismissed for a period of 60 days; or the Borrower or any of its
         Material Subsidiaries is adjudicated insolvent or bankrupt; or any
         order of relief or other order approving any such case or proceeding is
         entered; or the Borrower or any of its Material Subsidiaries suffers
         any appointment of any conservator or the like for it or any
         substantial part of its property which continues undischarged or
         unstayed for a period of 60 days; or the Borrower or any of its
         Material Subsidiaries makes a general assignment for the benefit of
         creditors; or any corporate (or similar organizational) action is taken
         by the Borrower or any of its Material Subsidiaries for the purpose of
         effecting any of the foregoing; or

                  (i) ERISA: (i) any of the events described in clauses (i)
         through (viii) of section 8.1(g) shall have occurred; or (ii) there
         shall result from any such event or events the imposition of a lien,
         the granting of a security interest, or a liability or a material risk
         of incurring a liability; and (iii) any such event or events or any
         such lien, security interest or liability, individually, and/or in the
         aggregate, has had, or could reasonably be expected to have, a Material
         Adverse Effect.

         10.2. ACCELERATION, ETC. Upon the occurrence of any Event of Default,
and at any time thereafter, if any Event of Default shall then be continuing,
the Administrative Agent shall, upon the written request of the Required
Lenders, by written notice to the Borrower, take any or all of the following
actions, without prejudice to the rights of the Administrative Agent or any
Lender to enforce its claims against the Borrower (PROVIDED that, if an Event of
Default specified in section 10.1(h) shall occur with respect to the Borrower,
the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Commitment terminated, whereupon the Commitment of each Lender shall forthwith
terminate immediately without any other notice of any kind; (ii) declare the
principal of and any accrued interest in respect of all Loans, all Unpaid
Drawings and all obligations owing hereunder and thereunder to be, whereupon the
same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; (iii) terminate any Letter of Credit which may be terminated in
accordance with its terms; and (iv) direct the Borrower to pay (and the Borrower
hereby agrees that on receipt of such notice or upon the occurrence of an Event
of Default with respect to the Borrower under section 10.1(h), it will pay) to
the Administrative Agent an amount of cash equal to the aggregate Stated Amount
of all Letters of Credit then outstanding (such amount to be held as security
after the Borrower's reimbursement obligations in respect thereof).

         10.3. APPLICATION OF LIQUIDATION PROCEEDS. All monies received by the
Administrative Agent or any Lender from the exercise of remedies hereunder or
under the other Credit Documents or under any other documents relating to this
Agreement shall, unless otherwise required by the terms of the other Credit
Documents or by applicable law, be applied as follows:

                  (i) FIRST, to the payment of all expenses (to the extent not
         paid by the Borrower) incurred by the Administrative Agent and the
         Lenders in connection with the exercise of such remedies, including,
         without limitation, all reasonable costs and expenses of collection,
         attorneys' fees, court costs and any foreclosure expenses;

                  (ii) SECOND, to the payment PRO RATA of interest then accrued
         on the outstanding Loans and the outstanding loans under the Bridge
         Facility Agreement;

                                       60
<PAGE>   66

                  (iii) THIRD, to the payment PRO RATA of any fees then accrued
         and payable to the Administrative Agent, any Letter of Credit Issuer or
         any Lender under this Agreement in respect of the Loans or the Letter
         of Credit Outstandings;

                  (iv) FOURTH, to the payment PRO RATA of (A) the principal
         balance then owing on the outstanding Loans, (B) the principal balance
         then owing on the loans outstanding under the Bridge Facility
         Agreement, (C) the amounts then due under Designated Hedge Agreements
         to creditors of the Borrower or any Subsidiary thereunder, subject to
         confirmation by the Administrative Agent of any calculations of
         termination or other payment amounts being made in accordance with
         normal industry practice, and (D) the Stated Amount of the Letter of
         Credit Outstandings (to be held and applied by the Administrative Agent
         as security for the reimbursement obligations in respect thereof);

                  (v) FIFTH, to the payment to the Lenders of any amounts then
         accrued and unpaid under sections 2.10, 2.11 and 3.5 hereof, and if
         such proceeds are insufficient to pay such amounts in full, to the
         payment of such amounts PRO RATA;

                  (vi) SIXTH, to the payment PRO RATA of all other amounts owed
         by the Borrower to the Administrative Agent, to any Letter of Credit
         Issuer or any Lender under this Agreement or any other Credit Document,
         to the lender under the Bridge Facility Agreement, and to any
         counterparties under any Designated Hedge Agreements of the Borrower
         and its Subsidiaries, and if such proceeds are insufficient to pay such
         amounts in full, to the payment of such amounts PRO RATA; and

                  (vii) FINALLY, any remaining surplus after all of the
         Obligations have been paid in full, to the Borrower or to whomsoever
         shall be lawfully entitled thereto.


         SECTION 11.  THE ADMINISTRATIVE AGENT.

         11.1. APPOINTMENT. Each Lender hereby irrevocably designates and
appoints KeyBank as Administrative Agent to act as specified herein and in the
other Credit Documents, and each such Lender hereby irrevocably authorizes
KeyBank as the Administrative Agent for such Lender, to take such action on its
behalf under the provisions of this Agreement and the other Credit Documents and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
The Administrative Agent agrees to act as such upon the express conditions
contained in this section 11. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein or in the other
Credit Documents, nor any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Administrative Agent.
The provisions of this section 11 are solely for the benefit of the
Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries
shall not have any rights as a third party beneficiary of any of the provisions
hereof. In performing its functions and duties under this Agreement, the
Administrative Agent shall act solely as agent of the Lenders and does 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.

         11.2. DELEGATION OF DUTIES. The Administrative Agent may execute any of
its duties under this Agreement or any other Credit Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by section 11.3.

         11.3. EXCULPATORY PROVISIONS. Neither the Administrative Agent nor any
of its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted 



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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 Lenders for any recitals,
statements, representations or warranties made by the Borrower or of 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
under or in connection with, this Agreement or any other Credit Document or for
any failure of the Borrower or any Subsidiary of the Borrower or any of their
respective officers to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of the Borrower or any of its Subsidiaries. The
Administrative Agent shall not be responsible to any Lender 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 to the Lenders or by or on behalf
of the Borrower or any of its Subsidiaries to the Administrative Agent or any
Lender or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or of
the existence or possible existence of any Default or Event of Default.

         11.4. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, facsimile transmission, telex or teletype message, statement, order or
other document or conversation believed by it, in good faith, 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 Borrower or any of its Subsidiaries), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Credit Document unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Credit Documents in accordance with a request of the Required Lenders (or
all of the Lenders, as to any matter which, pursuant to section 12.12, can only
be effectuated with the consent of all Lenders), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders.

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

         11.6. NON-RELIANCE. Each Lender expressly acknowledges that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates have made any representations or warranties to
it and that no act by the Administrative Agent hereinafter taken, including any
review of the affairs of the Borrower or any of its Subsidiaries, shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Lender. Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent, or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower and its Subsidiaries and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Lender 



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also represents that it will, independently and without reliance upon the
Administrative Agent, or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Borrower and its Subsidiaries.
The Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
operations, assets, property, financial and other conditions, prospects or
creditworthiness of the Borrower or any of its Subsidiaries which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

         11.7. INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent in its capacity as such ratably according to their
respective General Revolving Loans and Unutilized General Revolving Commitments,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Obligations) be imposed on,
incurred by or asserted against the Administrative Agent in its capacity as such
in any way relating to or arising out of this Agreement or any other Credit
Document, or any documents contemplated by or referred to herein or the
transactions contemplated hereby or any action taken or omitted to be taken by
the Administrative Agent under or in connection with any of the foregoing, but
only to the extent that any of the foregoing is not paid by the Borrower,
PROVIDED that no Lender shall be liable to the Administrative Agent for the
payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements to the
extent resulting solely from the Administrative Agent's gross negligence or
willful misconduct. If any indemnity furnished to the Administrative Agent for
any purpose shall, in the opinion of the Administrative Agent, be insufficient
or become impaired, the Administrative Agent may call for additional indemnity
and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished. The agreements in this section 11.7 shall
survive the payment of all Obligations.

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

         11.9. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as the Administrative Agent upon 20 days' notice to the Lenders and the
Borrower. The Required Lenders shall appoint from among the Lenders a successor
Administrative Agent for the Lenders subject to prior approval by the Borrower
(such approval not to be unreasonably withheld or delayed), 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
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.

         11.10. OTHER AGENTS. Any Lender identified herein as a Co-Agent,
Syndication Agent, Documentation Agent, Managing Agent, Manager or any other
corresponding title, other than "Administrative Agent" and "Collateral Agent",
shall have no right, power, obligation, liability, responsibility or duty under
this Agreement or any other Credit Document except those applicable to all
Lenders as such. Each Lender acknowledges that it has not relied, and will not
rely, on any Lender so identified in deciding to enter into this Agreement or in
taking or not taking any action hereunder.

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<PAGE>   69


         SECTION 12.  MISCELLANEOUS.

         12.1. PAYMENT OF EXPENSES ETC. (a) The Borrower will, 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 Jones, Day, Reavis & Pogue, special counsel to the
Administrative Agent), and of the Administrative Agent and each of the Lenders
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 Lenders and any allocated costs of internal counsel for any of the Lenders).

         (b) In the event of the bankruptcy, insolvency, rehabilitation or other
similar proceeding in respect of the Borrower or any of its Subsidiaries, the
Borrower will pay all costs of collection and defense, including reasonable
attorneys' fees in connection therewith and in connection with any appellate
proceeding or post-judgment action involved therein, which shall be due and
payable together with all required service or use taxes.

         (c) The Borrower will pay and hold each of the Lenders harmless from
and against any and all present and future stamp and other similar taxes with
respect to the foregoing matters and save each of the Lenders harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to such Lender) to pay such
taxes.

         (d) The Borrower will indemnify each Lender, its officers, directors,
employees, representatives and agents (collectively, the "INDEMNITEES") from and
hold each of them harmless against any and all losses, liabilities, claims,
damages or expenses reasonably incurred by any of them as a result of, or
arising out of, or in any way related to, or by reason of

                  (i) any investigation, litigation or other proceeding (whether
         or not any Lender is a party thereto) related to the entering into
         and/or performance of any Credit Document or the use of the proceeds of
         any Loans hereunder or the consummation of any transactions
         contemplated in any Credit Document, other than any such investigation,
         litigation or proceeding arising out of transactions solely between any
         of the Lenders or the Administrative Agent, transactions solely
         involving the assignment by a Lender of all or a portion of its Loans
         and Commitment, or the granting of participations therein, as provided
         in this Agreement, or arising solely out of any examination of a Lender
         by any regulatory authority having jurisdiction over it, or

                  (ii) the actual or alleged presence of Hazardous Materials in
         the air, surface water or groundwater or on the surface or subsurface
         of any Real Property owned, leased or at any time operated by the
         Borrower or any of its Subsidiaries, the release, generation, storage,
         transportation, handling or disposal of Hazardous Materials at any
         location, whether or not owned or operated by the Borrower or any of
         its Subsidiaries, if the Borrower or any such Subsidiary could have or
         is alleged to have any responsibility in respect thereof, the
         non-compliance of any Real Property with foreign, federal, state and
         local laws, regulations and ordinances (including applicable permits
         thereunder) applicable to any Real Property, or any Environmental Claim
         asserted against the Borrower or any of its Subsidiaries, in respect of
         any Real Property owned, leased or at any time operated by the Borrower
         or any of its Subsidiaries,

including, in each case, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation,
litigation 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 person to be indemnified or of any other
Indemnitee who is such person or an Affiliate of such person). To the extent
that the undertaking to indemnify, pay or hold harmless any person set forth in
the preceding sentence may be unenforceable because it is violative of any law
or public policy, the Borrower shall make the maximum contribution to the
payment and satisfaction of each of the indemnified liabilities which is
permissible under 



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applicable law.

         12.2. 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 Lender 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 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 Lender (including, without limitation, by
branches and agencies of such Lender wherever located) to or for the credit or
the account of the Borrower against and on account of the Obligations and
liabilities of the Borrower to such Lender under this Agreement or under any of
the other Credit Documents, including, without limitation, all interests in
Obligations the Borrower purchased by such Lender pursuant to section 12.4(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 Lender shall have made any demand hereunder and although said Obligations,
liabilities or claims, or any of them, shall be contingent or unmatured.

         12.3. NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile transmission or cable communication)
and mailed, telegraphed, telexed, transmitted, cabled or delivered, if to the
Borrower, at Suite 220, 3201 Enterprise Parkway, Beachwood, Ohio 44122,
attention: Chief Financial Officer (facsimile: (216) 464-8376); if to any Lender
at its address specified for such Lender on Annex 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.

         12.4. BENEFIT OF AGREEMENT. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns, PROVIDED that the Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written
consent of all the Lenders, and, PROVIDED, FURTHER, that any assignment by a
Lender of its rights and obligations hereunder shall be effected in accordance
with section 12.4(b). Each Lender may at any time grant participations in any of
its rights hereunder or under any of the Notes to (x) another Lender that is not
a Defaulting Lender or to an Affiliate of such Lender which is a commercial
bank, financial institution or other "accredited investor" (as defined in SEC
Regulation D), and (y) one or more Eligible Transferees, PROVIDED that in the
case of any such participation, (i) the participant shall not have any rights
under this Agreement or any of the other Credit Documents, including rights of
consent, approval or waiver (the participant's rights against such Lender in
respect of such participation to be those set forth in the agreement executed by
such Lender in favor of the participant relating thereto), (ii) such Lender's
obligations under this Agreement (including, without limitation, its Commitment
hereunder) shall remain unchanged, (iii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iv) such Lender shall remain the holder of any Note for all purposes of this
Agreement and (v) the Borrower, the Administrative Agent, and the other Lenders
shall continue to deal solely and directly with the selling Lender in connection
with such Lender's rights and obligations under this Agreement, and all amounts
payable by the Borrower hereunder shall be determined as if such Lender had not
sold such participation, except that the participant shall be entitled to the
benefits of sections 2.10 and 2.11 of this Agreement to the extent that such
Lender would be entitled to such benefits if the participation had not been
entered into or sold, and, PROVIDED, FURTHER, that no Lender shall transfer,
grant or sell 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 (w) extend the
final scheduled maturity of the Loans in which such participant is participating
(it being understood that any waiver of the making of, or the application of any
amortization payment or other prepayment or the method of any application of any
prepayment to the amortization of the Loans shall not constitute an extension of
the final maturity date thereof), 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 any mandatory prepayment
or a mandatory reduction in the Total Commitment, or a mandatory prepayment,
shall not constitute a change in the terms of any 



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Commitment), (x) release any Credit Party from its obligations under the
Subsidiary Guaranty except strictly in accordance with the terms hereof or
thereof, (y) release all or substantially all of the Collateral except strictly
in accordance with the terms hereof, or (z) consent to the assignment or
transfer by the Borrower of any of its rights and obligations under this
Agreement.

         (b) Notwithstanding the foregoing, (x) any Lender may assign all or a
fixed portion of its Loans and/or Commitments, and its rights and obligations
hereunder, which assignment does not have to be PRO RATA among the Facilities,
to another Lender that is not a Defaulting Lender, or to an Affiliate of any
Lender (including itself) which is not a Defaulting Lender and which is a
commercial bank, financial institution or other "accredited investor" (as
defined in SEC Regulation D), and (y) any Lender may assign all, or if less than
all, a PRO RATA fixed portion, equal to at least $10,000,000 in the case of
General Revolving Loans and/or General Revolving Commitments, in the aggregate
for the assigning Lender or assigning Lenders, of its Loans and/or Commitments
and its rights and obligations hereunder, which assignment does not have to be
PRO RATA among the Facilities, to one or more Eligible Transferees, each of
which assignees shall become a party to this Agreement as a Lender by execution
of an Assignment Agreement, PROVIDED that (i) assignments by the Swing Line
Lender of its Swing Line Revolving Commitment and its Swing Line Revolving Loans
may only be made if all of its Swing Line Revolving Commitment and all of its
Swing Line Revolving Loans are assigned to a single assignee and only if the
assignee thereof is or becomes a Lender with a General Revolving Commitment of
at least $20,000,000, (ii) in the case of any assignment of a portion of the
General Revolving Loans and/or General Revolving Commitments of a Lender, such
Lender shall retain a minimum fixed portion thereof equal to at least
$10,000,000, (iii) at the time of any such assignment Annex I shall be deemed
modified to reflect the Commitments of such new Lender and of the existing
Lenders, (iv) upon surrender of the old Notes, new Notes will be issued, at the
Borrower's expense, to such new Lender and to the assigning Lender, such new
Notes to be in conformity with the requirements of section 2.6 (with appropriate
modifications) to the extent needed to reflect the revised Commitments, (v) in
the case of clause (y) only, the consent of the Administrative Agent and each
Letter of Credit Issuer shall be required in connection with any such assignment
(which consent shall not be unreasonably withheld or delayed), and (vi) the
Administrative Agent shall receive at the time of each such assignment, from the
assigning or assignee Lender, the payment of a non-refundable assignment fee of
$2,500 and, PROVIDED, FURTHER, that such transfer or assignment will not be
effective until recorded by the Administrative Agent on the Lender Register
maintained by it as provided herein. To the extent of any assignment pursuant to
this section 12.4(b) the assigning Lender shall be relieved of its obligations
hereunder with respect to its assigned Commitments. At the time of each
assignment pursuant to this section 12.4(b) to a person which is not already a
Lender hereunder and which is not a United States person (as such term is
defined in section 7701(a)(30) of the Code) for Federal income tax purposes, the
respective assignee Lender shall provide to the Borrower and the Administrative
Agent the appropriate Internal Revenue Service Forms (and, if applicable a
Section 5.4(b)(ii) Certificate) described in section 5.4(b). To the extent that
an assignment of all or any portion of a Lender's Commitment and related
outstanding Obligations pursuant to this section 12.4(b) would, at the time of
such assignment, result in increased costs under section 2.10 from those being
charged by the respective assigning Lender prior to such assignment, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to any other increased costs of the type described
above resulting from changes after the date of the respective assignment).
Nothing in this section 12.4(b) shall prevent or prohibit any Lender from
pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings
made by such Lender from such Federal Reserve Bank.

         (c) Notwithstanding any other provisions of this section 12.4, no
transfer or assignment of the interests or obligations of any Lender hereunder
or any grant of participation therein shall be permitted if such transfer,
assignment or grant would require the Borrower to file a registration statement
with the SEC or to qualify the Loans under the "Blue Sky" laws of any State.

         (d) Each Lender initially party to this Agreement hereby represents,
and each person that became a Lender pursuant to an assignment permitted by this
section 12.4 will, upon its becoming party to this Agreement, represent that it
is a commercial lender, other financial institution or other "accredited"
investor (as defined in SEC Regulation D) which makes or acquires loans in the
ordinary course of its business and that it will make or acquire Loans for its
own account in the ordinary course of such business, PROVIDED that subject to
the preceding sections 


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12.4(a) and (b), the disposition of any promissory notes or other evidences of
or interests in Indebtedness held by such Lender shall at all times be within
its exclusive control.

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

         12.6. PAYMENTS PRO RATA. (a) 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 distribute such payment to the Lenders
(other than any Lender that has expressly waived in writing its right to receive
its PRO RATA share thereof) PRO RATA based upon their respective shares, if any,
of the Obligations with respect to which such payment was received. As to any
such payment received by the Administrative Agent prior to 1:00 P.M. (local time
at the Payment Office) in funds which are immediately available on such day, the
Administrative Agent will use all reasonable efforts to distribute such payment
in immediately available funds on the same day to the Lenders as aforesaid.

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

         (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding sections 12.6(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Lenders which are not Defaulting Lenders, as opposed to
Defaulting Lenders.

         12.7. CALCULATIONS: COMPUTATIONS. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Lenders); PROVIDED, that if at any time the computations
determining compliance with section 9 utilize accounting principles different
from those utilized in the financial statements furnished to the Lenders, such
computations shall set forth in reasonable detail a description of the
differences and the effect upon such computations.

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

         12.8. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL. (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 OHIO. TO THE FULLEST
EXTENT 



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PERMITTED BY LAW, THE BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO
GOVERNS THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS. 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 Ohio, or of the United States for the
Northern District of Ohio, 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 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 for notices pursuant to section 12.3, such service to
become effective 30 days after such mailing or at such earlier time as may be
provided under applicable law. Nothing herein shall affect the right of the
Administrative Agent or any Lender 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 section 12.8(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.

         (c) Each of the parties to this Agreement hereby irrevocably waives all
right to a trial by jury in any action, proceeding or counterclaim arising out
of or relating to this Agreement, the other Credit Documents or the transactions
contemplated hereby or thereby.

         12.9. 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 agreement. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.

         12.10. EFFECTIVENESS. This Agreement shall become effective on the date
(the "EFFECTIVE DATE") on which the Borrower and each of the Lenders shall have
signed a copy hereof (whether the same or different copies) and shall have
delivered the same to the Administrative Agent at the Notice Office of the
Administrative Agent or, in the case of the Lenders, shall have given to the
Administrative Agent telephonic (confirmed in writing), written telex or
facsimile transmission notice (actually received) at such office that the same
has been signed and mailed to it.

         12.11. HEADINGS DESCRIPTIVE. The headings of the several sections and
other portions 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. Neither this Agreement 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 Lenders, PROVIDED that no such change, waiver, discharge or termination
shall, without the consent of each Lender (other than a Defaulting Lender)
affected thereby, (i) extend any interim or final maturity date provided for
herein (including any extension of any interim or final maturity date to be
effected in accordance with section 4.4 hereof) applicable to a Loan or a
Commitment (it being understood that any waiver of the making of, or application
of any prepayment of or the method of application of any mandatory prepayment of
the Loans shall not constitute an extension of such final maturity thereof),
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) or Fees thereon, or reduce the principal amount thereof, or increase the
Commitment of any Lender over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of any mandatory
prepayment or a mandatory reduction in the Total Commitment shall not constitute
a change in the terms of any Commitment of any Lender), (ii) release the
Borrower from any obligations as a guarantor of its Subsidiaries' 



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obligations under any Credit Document, (iii) release any Credit Party from the
Subsidiary Guaranty, except in connection with a transaction permitted by
section 9.2(e), (iv) release all or substantially all of the Collateral, except
strictly in accordance with the provisions of section 8.11(b), (v) change the
definition of the term "Change of Control" or any of the provisions of section
5.2(e) which are applicable upon a Change of Control, (vi) amend, modify or
waive any provision of this section 12.12, or section 11.7, 12.1, 12.4, 12.6 or
12.7(b), or any other provision of any of the Credit Documents pursuant to which
the consent or approval of all Lenders is by the terms of such provision
explicitly required, (vii) reduce the percentage specified in, or otherwise
modify, the definition of Required Lenders, or (viii) consent to the assignment
or transfer by the Borrower of any of its rights and obligations under this
Agreement. No provision of section 3 or 11 may be amended without the consent of
(x) any Letter of Credit Issuer adversely affected thereby or (y) the
Administrative Agent, respectively.

         12.13. SURVIVAL OF INDEMNITIES. All indemnities set forth herein
including, without limitation, in section 2.10, 2.11, 3.5, 11.7 or 12.1 shall
survive the execution and delivery of this Agreement and the making and
repayment of Loans.

         12.14. DOMICILE OF LOANS. Each Lender may transfer and carry its Loans
at, to or for the account of any branch office, subsidiary or affiliate of such
Lender, PROVIDED that the Borrower shall not be responsible for costs arising
under section 2.10 resulting from any such transfer (other than a transfer
pursuant to section 2.12) to the extent not otherwise applicable to such Lender
prior to such transfer.

         12.15. CONFIDENTIALITY. Each Lender shall hold all non-public
information obtained pursuant to the requirements of this Agreement which has
been identified as such by the Borrower in accordance with its customary
procedure for handling confidential information of this nature and in accordance
with safe and sound banking practices and in any event may make disclosure
reasonably required by any BONA FIDE transferee or participant in connection
with the contemplated transfer of any Loans or Commitment or participation
therein (PROVIDED that each such prospective transferee and/or participant shall
execute an agreement for the benefit of the Borrower with such prospective
transferor Lender and/or participant containing provisions substantially
identical to those contained in this section 12.15), and to its auditors,
attorneys or as required or requested by any governmental agency or
representative thereof or pursuant to legal process, PROVIDED that, unless
specifically prohibited by applicable law or court order, each Lender shall
notify the Borrower of any request by any governmental agency or representative
thereof (other than any such request in connection with an examination of the
financial condition of such Lender by such governmental agency) for disclosure
of any such non-public information prior to disclosure of such information, and
PROVIDED, FURTHER that in no event shall any Lender be obligated or required to
return any materials furnished by or on behalf of the Borrower or any of its
Subsidiaries. The Borrower hereby agrees that the failure of a Lender to comply
with the provisions of this section 12.15 shall not relieve the Borrower of any
of the obligations to such Lender under this Agreement and the other Credit
Documents.

         12.16. LENDER REGISTER. The Borrower hereby designates the
Administrative Agent to serve as its agent, solely for purposes of this section
12.16, to retain a copy of each Assignment Agreement delivered to and accepted
by it and to maintain a register (the "LENDER REGISTER") on or in which it will
record the names and addresses of the Lenders, and the Commitments from time to
time of each of the Lenders, the Loans made to the Borrower by each of the
Lenders and each repayment and prepayment in respect of the principal amount of
such Loans of each such Lender. Failure to make any such recordation, or (absent
manifest error) any error in such recordation, shall not affect the Borrower's
obligations in respect of such Loans. With respect to any Lender, the transfer
of any Commitment of such Lender and the rights to the principal of, and
interest on, any Loan made pursuant to such Commitment shall not be effective
until such transfer is recorded on the Lender Register maintained by the
Administrative Agent with respect to ownership of such Commitment and Loans and
prior to such recordation all amounts owing to the transferor with respect to
such Commitment and Loans shall remain owing to the transferor. The registration
of assignment or transfer of all or part of any Commitments and Loans shall be
recorded by the Administrative Agent on the Lender Register only upon the
acceptance by the Administrative Agent of a properly executed and delivered
Assignment Agreement pursuant to section 12.4(b). The Borrower agrees to
indemnify the Administrative Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Administrative Agent in performing its duties under


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this section 12.16, except to the extent the same result solely from the
Administrative Agent's negligence or willful misconduct. The Lender Register
shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

         12.17. LIMITATIONS ON LIABILITY OF THE LETTER OF CREDIT ISSUERS. The
Borrower assumes all risks of the acts or omissions of any beneficiary or
transferee of any Letter of Credit with respect to its use of such Letters of
Credit. Neither any Letter of Credit Issuer nor any of its officers or directors
shall be liable or responsible for: (a) the use which may be made of any Letter
of Credit or any acts or omissions of any beneficiary or transferee in
connection therewith; (b) the validity, sufficiency or genuineness of documents,
or of any endorsement thereon, even if such documents should prove to be in any
or all respects invalid, insufficient, fraudulent or forged; (c) payment by a
Letter of Credit Issuer against presentation of documents that do not comply
with the terms of a Letter of Credit, including failure of any documents to bear
any reference or adequate reference to such Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under any Letter
of Credit, EXCEPT that the Borrower (or a Subsidiary which is the account party
in respect of the Letter of Credit in question) shall have a claim against a
Letter of Credit Issuer, and a Letter of Credit Issuer shall be liable to the
Borrower (or such Subsidiary), to the extent of any direct, but not
consequential, damages suffered by the Borrower (or such Subsidiary) which the
Borrower (or such Subsidiary) proves were caused by (i) such Letter of Credit
Issuer's willful misconduct or gross negligence in determining whether documents
presented under a Letter of Credit comply with the terms of such Letter of
Credit or (ii) such Letter of Credit Issuer's willful failure to make lawful
payment under any Letter of Credit after the presentation to it of documentation
strictly complying with the terms and conditions of such Letter of Credit. In
furtherance and not in limitation of the foregoing, a Letter of Credit Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation.

         12.18. GENERAL LIMITATION OF LIABILITY. No claim may be made by the
Borrower, any Lender, the Administrative Agent, any Letter of Credit Issuer or
any other person against the Administrative Agent, any Letter of Credit Issuer,
or any other Lender or the Affiliates, directors, officers, employees, attorneys
or agents of any of them for any damages other than actual compensatory damages
in respect of any claim for breach of contract or any other theory of liability
arising out of or related to the transactions contemplated by this Agreement or
any of the other Credit Documents, or any act, omission or event occurring in
connection therewith; and each of the Borrower, each Lender, the Administrative
Agent and each Letter of Credit Issuer hereby, to the fullest extent permitted
under applicable law, waives, releases and agrees not to sue or counterclaim
upon any such claim for any special, consequential or punitive damages, whether
or not accrued and whether or not known or suspected to exist in its favor.

         12.19. NO DUTY. All attorneys, accountants, appraisers, consultants and
other professional persons (including the firms or other entities on behalf of
which any such person may act) retained by the Administrative Agent or any
Lender with respect to the transactions contemplated by the Credit Documents
shall have the right to act exclusively in the interest of the Administrative
Agent or such Lender, as the case may be, and shall have no duty of disclosure,
duty of loyalty, duty of care, or other duty or obligation of any type or nature
whatsoever to the Borrower, to any of its Subsidiaries, or to any other person,
with respect to any matters within the scope of such representation or related
to their activities in connection with such representation.

         12.20. LENDERS AND AGENT NOT FIDUCIARY TO BORROWER, ETC. The
relationship among the Borrower and its Subsidiaries, on the one hand, and the
Administrative Agent, each Letter of Credit Issuer and the Lenders, on the other
hand, is solely that of debtor and creditor, and the Administrative Agent, each
Letter of Credit Issuer and the Lenders have no fiduciary or other special
relationship with the Borrower and its Subsidiaries, and no term or provision of
any Credit Document, no course of dealing, no written or oral communication, or
other action, shall be construed so as to deem such relationship to be other
than that of debtor and creditor.

         12.21. MARGIN STOCK. The Lenders are not relying on any direct or
indirect security of any Margin Stock in extending the credit facilities
provided for herein and this Agreement shall be construed in a manner consistent
with such intention.

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         12.22. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties herein shall survive the making of Loans and the issuance of
Letters of Credit hereunder, the execution and delivery of this Agreement, the
Notes and the other documents the forms of which are attached as Exhibits
hereto, the issue and delivery of the Notes, any disposition thereof by any
holder thereof, and any investigation made by the Administrative Agent or any
Lender or any other holder of any of the Notes or on its behalf. All statements
contained in any certificate or other document delivered to the Administrative
Agent or any Lender or any holder of any Notes by or on behalf of the Borrower
or of its Subsidiaries pursuant hereto or otherwise specifically for use in
connection with the transactions contemplated hereby shall constitute
representations and warranties by the Borrower hereunder, made as of the
respective dates specified therein or, if no date is specified, as of the
respective dates furnished to the Administrative Agent or any Lender.

         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.

                                    NCS HEALTHCARE, INC.



                                    By:/s/ Gerald D. Stethem
                                       -----------------------------------------
                                        Chief Financial Officer


                                    KEYBANK NATIONAL ASSOCIATION,
                                        individually as a Lender, the Swing
                                        Line Lender, and as Administrative Agent


                                    By:/s/ Thomas J. Purcell
                                       -----------------------------------------
                                        Vice President


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