<PAGE>

                                                                  EXECUTION COPY





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


                           FEDERAL-MOGUL CORPORATION
                       THE FOREIGN SUBSIDIARY BORROWERS



                        _______________________________



                                $2,056,000,000

                 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of December 29, 2000



                        _______________________________



                           THE CHASE MANHATTAN BANK,
                      as Lead Arranger, Book Manager and
                             Administrative Agent


================================================================================
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                            <C>
ARTICLE I DEFINITIONS........................................................................................     3
         SECTION 1.1.   Defined Terms........................................................................     3
         SECTION 1.2.   Other Definitional Provisions........................................................    34

ARTICLE II AMOUNT AND TERMS OF US$ REVOLVING CREDIT COMMITMENTS  AND SWING LINE COMMITMENT...................    34
         SECTION 2.1.   US$ Revolving Credit Commitments.....................................................    34
         SECTION 2.2.   Repayment of US$ Revolving Credit Loans; Evidence of Debt............................    35
         SECTION 2.3.   Procedure for US$ Revolving Credit Borrowing.........................................    36
         SECTION 2.4.   Termination or Reduction of US$ Revolving Credit Commitments.........................    36
         SECTION 2.5.   Swing Line Commitments...............................................................    37
         SECTION 2.6.   Procedure for Swing Line Borrowings; Interest Rate...................................    37
         SECTION 2.7.   Repayment of Swing Line Loans; Evidence of Debt......................................    37
         SECTION 2.8.   Refunding of Swing Line Borrowings...................................................    38
         SECTION 2.9.   Participating Interests..............................................................    38
         SECTION 2.10.  Special Procedures Applicable During Six-Month Period Following Restatement
                         Effective Date......................................................................    39

ARTICLE III AMOUNT AND TERMS OF TERM LOANS...................................................................    40
         SECTION 3.1.   Term Loans and Term Loan Commitments.................................................    40
         SECTION 3.2.   Repayment of Term Loans; Evidence of Debt............................................    40
         SECTION 3.3.   Procedure for Tranche C Term Loan Borrowing..........................................    43

ARTICLE IV AMOUNT AND TERMS OF MULTICURRENCY REVOLVING CREDIT COMMITMENTS....................................    43
         SECTION 4.1.   Multicurrency Revolving Credit Commitments...........................................    43
         SECTION 4.2.   Procedure for Multicurrency Revolving Credit Borrowing...............................    44
         SECTION 4.3.   Spot Exchange Rate Calculations......................................................    44
         SECTION 4.4.   Commitment Reallocations.............................................................    44
         SECTION 4.5.   Redenomination and Alternative Currencies............................................    45

ARTICLE V AMOUNT AND TERMS OF SUPPLEMENTAL REVOLVING CREDIT COMMITMENTS......................................    46
         SECTION 5.1.   Supplemental Revolving Credit Commitments............................................    46
         SECTION 5.2.   Repayment of Supplemental Revolving Credit Loans; Evidence of Debt...................    46
         SECTION 5.3.   Procedure for Supplemental Revolving Credit Borrowing................................    47
         SECTION 5.4.   Termination or Reduction of Supplemental Revolving Credit Commitments................    48

ARTICLE VI LETTERS OF CREDIT.................................................................................    48
         SECTION 6.1.   L/C Commitment.......................................................................    48
         SECTION 6.2.   Procedure for Issuance of Letter of Credit...........................................    49
         SECTION 6.3.   Fees and Other Charges...............................................................    49
         SECTION 6.4.   L/C Participations...................................................................    49
         SECTION 6.5.   Reimbursement Obligations............................................................    51
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         SECTION 6.6.   Obligations Absolute.................................................................    51
         SECTION 6.7.   Letter of Credit Payments............................................................    51
         SECTION 6.8.   Applications.........................................................................    52
         SECTION 6.9.   Letters of Credit Denominated in Available Foreign Currencies........................    52

ARTICLE VII GENERAL PROVISIONS APPLICABLE TO THE LOANS.......................................................    52
         SECTION 7.1.   Interest Rates and Payment Dates.....................................................    52
         SECTION 7.2.   Conversion and Continuation Options..................................................    53
         SECTION 7.3.   Minimum Amounts of Tranches..........................................................    54
         SECTION 7.4.   Optional and Mandatory Prepayments, Supplemental Revolving Credit Loans..............    54
         SECTION 7.5.   Facility Fees; Other Fees............................................................    57
         SECTION 7.6.   Computation of Interest and Fees.....................................................    58
         SECTION 7.7.   Inability to Determine Interest Rate.................................................    58
         SECTION 7.8.   Pro Rata Treatment and Payments......................................................    59
         SECTION 7.9.   Illegality...........................................................................    62
         SECTION 7.10.  Requirements of Law..................................................................    63
         SECTION 7.11.  Taxes................................................................................    64
         SECTION 7.12.  Indemnity............................................................................    67
         SECTION 7.13.  Use of Proceeds......................................................................    68
         SECTION 7.14.  Change of Lending Office; Replacement of Lenders.....................................    68

ARTICLE VIII REPRESENTATIONS AND WARRANTIES..................................................................    68
         SECTION 8.1.   Financial Condition..................................................................    68
         SECTION 8.2.   No Change............................................................................    69
         SECTION 8.3.   Corporate Existence; Compliance with Law.............................................    69
         SECTION 8.4.   Corporate Power; Authorization; Enforceable Obligations..............................    70
         SECTION 8.5.   No Legal Bar.........................................................................    70
         SECTION 8.6.   No Material Litigation...............................................................    70
         SECTION 8.7.   No Default...........................................................................    70
         SECTION 8.8.   Ownership of Property; Liens.........................................................    70
         SECTION 8.9.   Intellectual Property................................................................    71
         SECTION 8.10.  No Burdensome Restrictions...........................................................    71
         SECTION 8.11.  Taxes................................................................................    71
         SECTION 8.12.  Federal Regulations..................................................................    71
         SECTION 8.13.  ERISA................................................................................    71
         SECTION 8.14.  Investment Company Act; Other Regulations............................................    72
         SECTION 8.15.  Subsidiaries.........................................................................    72
         SECTION 8.16.  Environmental Matters................................................................    72
         SECTION 8.17.  Accuracy and Completeness of Information.............................................    73
         SECTION 8.18.  Other Unsubordinated Indebtedness....................................................    74
         SECTION 8.19.  Foreign Subsidiary Borrowers and L/C Subsidiaries....................................    74
         SECTION 8.20.  Security Documents...................................................................    74
         SECTION 8.21.  Solvency.............................................................................    75
         SECTION 8.22.  Regulation H.........................................................................    75
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ARTICLE IX CONDITIONS PRECEDENT.............................................................................     75
         SECTION 9.1.   Conditions to Effectiveness of Amendment and Restatement and Initial Extension
                                of Credit on or after the Restatement Effective Date........................     75
         SECTION 9.2.   Conditions to Each Extension of Credit..............................................     77

ARTICLE X AFFIRMATIVE COVENANTS.............................................................................     78
         SECTION 10.1.   Financial Statements...............................................................     78
         SECTION 10.2.   Certificates; Other Information....................................................     79
         SECTION 10.3.   Accrual of Liabilities; Payment of Obligations.....................................     80
         SECTION 10.4.   Maintenance of Corporate Existence; Maintenance of Properties......................     80
         SECTION 10.5.   Insurance..........................................................................     80
         SECTION 10.6.   Notices............................................................................     80
         SECTION 10.7.   Compliance with Contractual Obligations and Laws...................................     81
         SECTION 10.8.   Access to Books and Inspection.....................................................     81
         SECTION 10.9.   Use of Proceeds....................................................................     81
         SECTION 10.10.   Environmental Laws................................................................     81
         SECTION 10.11.   Additional Collateral and Guaranties..............................................     82
         SECTION 10.12.   Foreign Collateral Matters........................................................     84
         SECTION 10.13.   Mortgages, etc....................................................................     84

ARTICLE XI NEGATIVE COVENANTS...............................................................................     86
         SECTION 11.1.   Cash Flow Coverage.................................................................     86
         SECTION 11.2.   Consolidated Leverage Ratio........................................................     86
         SECTION 11.3.   Maintenance of Consolidated Net Worth..............................................     87
         SECTION 11.4.   Limitation on Liens................................................................     87
         SECTION 11.5.   Limitation on Indebtedness.........................................................     89
         SECTION 11.6.   Limitation on Guaranties...........................................................     90
         SECTION 11.7.   Limitation on Fundamental Changes..................................................     91
         SECTION 11.8.   Limitation on Sale of Assets.......................................................     92
         SECTION 11.9.   Limitation on Restricted Payments..................................................     93
         SECTION 11.10.   Restrictions on Special Purpose Subsidiaries......................................     93
         SECTION 11.11.   Limitation on Investments, Loans and Advances.....................................     94
         SECTION 11.12.   Limitation on Optional Payments and Modifications of Debt Instruments, Certain
                                Derivative Transactions, etc................................................     95
         SECTION 11.13.   Limitation on Sales and Leasebacks................................................     96
         SECTION 11.14.   Limitation on Restrictions on Subsidiary Distributions............................     96
         SECTION 11.15.   Multiemployer Plans...............................................................     96
         SECTION 11.16.   Limitation on More Restrictive Covenants..........................................     96
         SECTION 11.17.   Affiliates........................................................................     97
         SECTION 11.18.   Hedge Agreements..................................................................     97
         SECTION 11.19.   Cash Equivalents..................................................................     97
         SECTION 11.20.   Shell Subsidiaries................................................................     97

ARTICLE XII GUARANTEE.......................................................................................     97
         SECTION 12.1.   Guarantee..........................................................................     97
         SECTION 12.2.   Right of Set-off...................................................................     98
         SECTION 12.3.   No Subrogation.....................................................................     98
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                                      iii
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         SECTION 12.4.   Amendments, etc. with respect to the Obligations; Waiver of Rights.................     99
         SECTION 12.5.   Guarantee Absolute and Unconditional...............................................     99
         SECTION 12.6.   Reinstatement......................................................................    100
         SECTION 12.7.   Payments...........................................................................    100

ARTICLE XIII EVENTS OF DEFAULT..............................................................................    100

ARTICLE XIV THE ADMINISTRATIVE AGENT........................................................................    104
         SECTION 14.1.   Appointment........................................................................    104
         SECTION 14.2.   Delegation of Duties...............................................................    104
         SECTION 14.3.   Exculpatory Provisions.............................................................    104
         SECTION 14.4.   Reliance by Administrative Agent...................................................    105
         SECTION 14.5.   Notice of Default..................................................................    105
         SECTION 14.6.   Non-Reliance on Administrative Agent and Other Lenders.............................    105
         SECTION 14.7.   Indemnification....................................................................    106
         SECTION 14.8.   Administrative Agent in Its Individual Capacity....................................    106
         SECTION 14.9.   Successor Administrative Agent.....................................................    106
         SECTION 14.10.   Authorization to Release Liens....................................................    107
         SECTION 14.11.   Authorization to Execute Agreements...............................................    107
         SECTION 14.12.   Power of Attorney.................................................................    107

ARTICLE XV MISCELLANEOUS....................................................................................    107
         SECTION 15.1.   Amendments and Waivers.............................................................    107
         SECTION 15.2.   Notices............................................................................    109
         SECTION 15.3.   No Waiver; Cumulative Remedies.....................................................    110
         SECTION 15.4.   Survival of Representations and Warranties.........................................    110
         SECTION 15.5.   Payment of Expenses and Taxes......................................................    110
         SECTION 15.6.   Successors and Assigns; Participations and Assignments.............................    111
         SECTION 15.7.   Adjustments; Set-Off...............................................................    115
         SECTION 15.8.   Counterparts.......................................................................    115
         SECTION 15.9.   Severability.......................................................................    115
         SECTION 15.10.   Integration.......................................................................    115
         SECTION 15.11.   GOVERNING LAW.....................................................................    116
         SECTION 15.12.   Submission To Jurisdiction; Waivers...............................................    116
         SECTION 15.13.   Acknowledgements..................................................................    116
         SECTION 15.14.   WAIVERS OF JURY TRIAL.............................................................    117
         SECTION 15.15.   Power of Attorney.................................................................    117
         SECTION 15.16.   Judgment..........................................................................    117
         SECTION 15.17.   Confidentiality...................................................................    118
         SECTION 15.18.   L/C Subsidiaries..................................................................    118
         SECTION 15.19.   Hedge Agreement Cap Amounts.......................................................    118
         SECTION 15.20.   Post Closing Restructuring Transactions...........................................    119
         SECTION 15.21.   Purchase Agreement................................................................    119

ANNEXES:
Annex A  Pricing Grid
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                                      iv
<PAGE>

SCHEDULES:
I           Commitments; Addresses
I-A         Currency Sublimits
II          Subsidiaries; Foreign Subsidiary Borrowers;
            Insignificant Subsidiaries
III         Existing Liens
IV          Existing Indebtedness and Existing Guaranties
V           Shell Subsidiaries; Excluded Joint Ventures
VI          Excluded Foreign Subsidiaries
VII         Mortgaged Properties
VIII        Existing Letters of Credit
IX          Surety Bonds
X           Existing Hedge Agreements
XI          Excluded Real Properties
8.20(a)     Perfection Actions
8.20(b)     Mortgage Filing Jurisdictions
11.5(c)     Indebtedness of Special Purpose Subsidiaries
11.11(n)    Existing Investments
15.20       Post Closing Restructuring Transactions


EXHIBITS:
A-1         Form of US$ Revolving Credit Note
A-2         Form of Term Note
A-3         Form of Supplemental Revolving Credit Note
B           Form of Domestic Subsidiary Guarantee
C           Form of Domestic Pledge Agreement
D           Form of Security Agreement
E           Form of Mortgage
F-1         Form of Trust Agreement (First Union)
F-2         Form of Trust Agreement (ABN AMRO)
F-3         Form of New Trust Agreement
G           Form of Joinder Agreement
H           Form of Responsible Officer's Certificate
I           Form of Assignment and Acceptance
J-1         Form of Opinion of David M. Sherbin, Esq., Deputy General Counsel of
            the Company
J-2         Form of Opinion of Sidley & Austin
K           Matters to be Covered by Foreign Subsidiary Opinion
L           Form of Reallocation Notice
M           Form of L/C Subsidiary Joinder Agreement

                                       V
<PAGE>

          FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 29,
2000, among FEDERAL-MOGUL CORPORATION, a Michigan corporation (the "Company"),
                                                                    -------
each FOREIGN SUBSIDIARY BORROWER (as hereinafter defined) (together with the
Company, the "Borrowers"), the several banks and other financial institutions
              ---------
from time to time parties hereto (the "Lenders") and THE CHASE MANHATTAN BANK, a
                                       -------
New York banking corporation ("Chase"), as administrative agent for the Lenders
                               -----
hereunder.

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

          WHEREAS, the Company is a party to the Third Amended and Restated
Credit Agreement, dated as of February 24, 1999 (as heretofore amended or
otherwise modified, the "Existing Credit Agreement"), among the Company, the
                         -------------------------
Foreign Subsidiary Borrowers parties thereto, the lenders parties thereto and
Chase, as administrative agent;

          WHEREAS, to amend and restate the Existing Credit Agreement, to
provide for additional working capital financing for the Company and its
Subsidiaries and to provide for the granting of additional security interests in
certain assets to secure certain obligations of the Borrowers, including under
the Loan Documents, the Company is entering into this Agreement;

          WHEREAS, certain Lenders will be making available the Supplemental
Revolving Credit Facility and the Tranche C Term Loans pursuant to this
Agreement, and certain Lenders or Lender Affiliates may be entering into
Specified Hedge Agreements; and the obligations of the Company and its
Subsidiaries in respect of the Supplemental Revolving Credit Facility, the
Tranche C Term Loan Facility and the Specified Hedge Agreements will be secured
by a first priority security interest in the additional collateral being made
available pursuant to this Agreement; and

          WHEREAS, the obligations of the Company and its Subsidiaries under
this Agreement and the other Loan Documents (other than such obligations with
respect to the Supplemental Revolving Credit Facility, the Tranche C Term Loan
Facility and the Specified Hedge Agreements), as well as the Cash Management
Obligations and the obligations with respect to the Surety Bonds, will be
secured by a second priority security interest in the additional collateral
being made available pursuant to this Agreement; and all obligations of the
Company and its Subsidiaries under this Agreement and the other Loan Documents,
under Specified Hedge Agreements and in respect of Cash Management Obligations
and the obligations with respect to the Surety Bonds will be secured by the
existing collateral that currently secures the obligations of the Company and
its Subsidiaries under the Existing Credit Agreement;

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree that on the Restatement
Effective Date the Existing Credit Agreement shall be amended and restated in
its entirety as follows:

                             ARTICLE I DEFINITIONS
                                       -----------

          SECTION 1.1. Defined Terms
          --------------------------

          As used in this Agreement, the following terms shall have the
following meanings:
<PAGE>

          "Accumulated Funding Deficiency": any accumulated funding deficiency
           ------------------------------
within the meaning of Section 412 of the Code or Section 302 of ERISA.

          "Additional Foreign Credit Facilities": as defined in Section 11.5(j).
           ------------------------------------

          "Additional US$ Revolving Credit Commitments": as defined in Section
           -------------------------------------------
4.4.

          "Additional US$ Revolving Credit Facility": as defined in the
           ----------------------------------------
definition of "Facility".

          "Additional US$ Revolving Credit Loans": any revolving credit loans
           -------------------------------------
made to the Company under the Additional US$ Revolving Commitments. Each
Additional US$ Revolving Credit Loan shall be a Eurodollar Loan or a Base Rate
Loan.

          "Additional US$ Revolving Credit Percentage": as to any Multicurrency
           ------------------------------------------
Revolving Credit Lender at any time, the percentage which such Lender's
Additional US$ Revolving Credit Commitment then constitutes of the aggregate
Additional US$ Revolving Credit Commitments (or, at any time after the
Additional US$ Revolving Credit Commitments shall have expired or terminated,
the percentage which the aggregate principal amount of such Lender's Additional
US$ Revolving Credit Loans then outstanding constitutes of the aggregate
principal amount of the Additional US$ Revolving Credit Loans then outstanding).

          "Adjustment Date": as defined in the Pricing Grid.
           ---------------

          "Administrative Agent": Chase, together with its affiliates, as
           --------------------
arranger of the Commitments and as administrative agent for the Lenders under
this Agreement or any successor thereto appointed pursuant to Section 14.9.

          "Affiliate": of any Person, shall mean any Person that, directly or
           ---------
indirectly, controls or is controlled by or is under common control with such
Person, or in the case of any Lender which is an investment fund, (i) the
investment advisor thereof and (ii) any other investment fund having the same
investment advisor.  For the purposes of this definition, "control" (including,
with correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.

          "Aggregate Exposure": with respect to each Lender, the sum of (a) the
           ------------------
outstanding principal amount of such Lender's Term Loans, (b) the outstanding
principal and/or face amount of such Lender's US$ Revolving Extensions of
Credit, Additional US$ Revolving Credit Loans and Supplemental Revolving
Extensions of Credit, (c) the amount of the Multicurrency Revolving Credit
Exposure of such Lender and (d) the undrawn amount, if any, of such Lender's
Revolving Credit Commitments.

          "Aggregate Exposure Percentage": with respect to each Lender, the
           -----------------------------
ratio (expressed as a percentage) of (a) the Aggregate Exposure of such Lender
to (b) the Aggregate Exposure of all Lenders.

          "Aggregate Multicurrency Revolving Credit Exposure": the aggregate
           -------------------------------------------------
amount of the Multicurrency Revolving Credit Exposure of all Lenders.
<PAGE>

          "Agreement": this Fourth Amended and Restated Credit Agreement, as
           ---------
the same may be amended, supplemented or otherwise modified from time to time.

          "Agreement Currency": as defined in Section 15.16(b).
           ------------------

          "Applicable Margin": (a) for Tranche B Term Loans, Tranche C Term
           -----------------
Loans and Supplemental Revolving Credit Loans, the applicable rate per annum set
forth under the relevant column heading below:

                                      Base                 Eurodollar Loans/
                                   Rate Loans           Multicurrency Revolving
                                   ----------           -----------------------
                                                              Credit Loans
                                                              ------------

    Supplemental Revolving            2.00%                     3.00%
     Credit Loans
    Tranche B Term Loans              1.50%                     2.50%
    Tranche C Term Loans              2.75%                     3.75%

; and (b) for each other Class of Loans, the rate per annum determined pursuant
to the Pricing Grid.

          "Application": an application, in such form as the relevant Issuing
           -----------
Lender may specify from time to time, requesting such Issuing Lender to open a
Letter of Credit.

          "Asset Sale": any Disposition of Property or series of related
           ----------
Dispositions of Property (excluding (i) any such Disposition permitted by
clauses (a), (b), (c), (d), (e), (f) or (i) of Section 11.8 and (ii) any
Disposition of any Excluded Real Property, but only to the extent that all such
Dispositions of Excluded Real Property yield proceeds (net of similar types of
fees, commissions and reserves described in the definition of "Net Cash
Proceeds") to the Company and its Subsidiaries not exceeding $15,000,000 in the
aggregate) that yields proceeds (net of similar types of fees, commissions and
reserves described in the definition of "Net Cash Proceeds") to the Company or
any Subsidiary (valued at the initial principal amount thereof in the case of
non-cash proceeds consisting of notes or other debt securities and valued at
fair market value in the case of other non-cash proceeds) in excess of $500,000.

          "Asset Sale Prepayment Percentage": (i) with respect to the first
           --------------------------------
$300,000,000 of Net Cash Proceeds from Asset Sales and Recovery Events on or
after the Restatement Effective Date, 0%, (ii) with respect to the following
$400,000,000 of Net Cash Proceeds from Asset Sales and Recovery Events on or
after the Restatement Effective Date, 50% and (iii) with respect to the
remaining Net Cash Proceeds from Asset Sales and Recovery Events on or after the
Restatement Effective Date, 100%. For purposes of this definition, "Net Cash
Proceeds" shall exclude any amounts used to prepay any Indebtedness of parents
or Subsidiaries of a Foreign Subsidiary owing to any Person other than the
Company or any Subsidiary thereof as permitted by Section 7.4(f).

          "Assigned Dollar Value": in respect of any Multicurrency Revolving
           ---------------------
Credit Borrowing, the amount thereof expressed in Dollars in the initial
borrowing request with respect thereto. Thereafter, Assigned Dollar Value shall
mean, in respect of any Multicurrency Revolving Credit Borrowing, the Dollar
Equivalent of the principal amount of the Loans relating
<PAGE>

to such Multicurrency Revolving Credit Borrowing as determined on the most
recent Reset Date based on the Spot Exchange Rate.

          "Assignee": as defined in Section 15.6(c).
           --------

          "Available Additional US$ Revolving Credit Commitment": as to any
           ----------------------------------------------------
Multicurrency Revolving Credit Lender at any time, an amount equal to (a) such
Lender's Additional US$ Revolving Credit Commitments minus (b) such Lender's
                                                     -----
outstanding Additional US$ Revolving Credit Loans.

          "Available Foreign Currencies": Pounds Sterling, Swiss Francs,
           ----------------------------
Australian Dollars, Swedish Kroner, euro units and any other available and
freely-convertible non-Dollar currency selected by the Company and approved by
the Administrative Agent and the Majority Multicurrency Revolving Credit
Facility Lenders (including such approval with respect to the Currency Sublimit
applicable to such currency).

          "Available Multicurrency Revolving Credit Commitment": as to any
           ---------------------------------------------------
Multicurrency Revolving Credit Lender at any time, an amount equal to (a) such
Lender's Multicurrency Revolving Credit Commitment minus (b) such Lender's
                                                   -----
Multicurrency Revolving Credit Exposure.

          "Available Supplemental Revolving Credit Commitment": as to any
           --------------------------------------------------
Supplemental Revolving Credit Lender at any time, an amount equal to (a) such
Lender's Supplemental Revolving Credit Commitment minus (b) such Lender's
                                                  -----
Supplemental Revolving Extensions of Credit.

          "Available US$ Revolving Credit Commitment": as to any US$ Revolving
           -----------------------------------------
Credit Lender at any time, an amount equal to (a) such Lender's US$ Revolving
Credit Commitment minus (b) such Lender's US$ Revolving Extensions of Credit.
                  -----

          "Base Rate": for any day, a rate per annum (rounded upwards, if
           ---------
necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in
effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus  1/2 of 1%. If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms thereof, the Base Rate shall
be determined without regard to clause (b) of the first sentence of this
definition until the circumstances giving rise to such inability no longer
exist. Any change in the Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective on the effective day of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          "Base Rate Loans": Loans the rate of interest applicable to which is
           ---------------
based upon the Base Rate.

          "Benefitted Lender": as defined in Section 15.7.
           -----------------

          "Blue Ridge": Blue Ridge Asset Funding Corporation.
           ----------

          "Blue Ridge Agent": Wachovia Bank, N.A. and its successors and
           ----------------
assigns.
<PAGE>

          "Board": the Board of Governors of the Federal Reserve System (or any
           -----
successor thereto).

          "Borrowers": as defined in the preamble hereto.
           ---------

          "Borrowing Date": any Business Day specified in a notice pursuant to
           --------------
Section 2.3, 2.7, 3.3, 4.2 or 5.3 as a date on which a Borrower requests the
Lenders to make Loans hereunder.

          "Business": as defined in Section 8.16.
           --------

          "Business Day": (a) when such term is used in respect of any amount
           ------------
denominated or to be denominated in (i) any Available Foreign Currency or
Dollars under the Multicurrency Revolving Credit Commitments, a London Banking
Day which is also a day other than a Saturday or Sunday on which banks are open
for general banking business in (x) the city which is the principal financial
center of the country of issuance of such Available Foreign Currency (or, in the
case of Pounds Sterling, Paris), (y) in the case of euro only, Frankfurt am
Main, Germany (or such other principal financial center as the Administrative
Agent may from time to time nominate for this purpose) and (z) New York City and
(ii) Dollars under the US$ Revolving Credit Commitments, the Additional US$
Revolving Credit Commitments or the Supplemental Revolving Credit Commitments, a
London Banking Day which is also a day other than a Saturday or Sunday on which
banks are open for general banking business in New York City and (b) when such
term is used for the purpose of determining the date on which the Eurocurrency
Base Rate is determined under this Agreement for any Loan denominated in euro
for any Interest Period therefor and for purposes of determining the first and
last day of any Interest Period, references in this Agreement to Business Days
shall be deemed to be references to Target Operating Days.

          "Calculation Date": (a) the last Business Day of each March, June,
           ----------------
September and December and (b) at any time when the Aggregate Multicurrency
Revolving Credit Exposure exceeds 85% of the Total Multicurrency Revolving
Credit Commitments or at any time when a Default or Event of Default shall have
occurred and be continuing, any other date which the Administrative Agent may
determine in its discretion to be a Calculation Date.

          "Capital Expenditures": all expenditures of the Company and its
           --------------------
Subsidiaries on a consolidated basis for any fixed assets or improvements, or
for replacements, substitutions or additions thereto, which have a useful life
of more than one year, including, but not limited to, the direct or indirect
acquisition of such assets by way of increased product or service charges,
offset items or otherwise, including all expenditures under capital leases, all
determined in accordance with GAAP. Without limiting the generality of the
foregoing, any Investment made pursuant to Section 11.11(e) shall be deemed to
be a Capital Expenditure.

          "Capital Stock": any and all shares, interests, participations or
           -------------
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person other than a corporation and
any and all warrants or options to purchase any of the foregoing. For all
purposes of this Agreement, "Capital Stock" shall include the 11,500,000 7%
Trust Convertible Preferred Securities (Liquidation Amount $50 Per Convertible
Preferred Security) issued by Federal-Mogul Financing Trust on December 1, 1997
and any other substantially equivalent securities hereafter issued by a
financing vehicle for the benefit of the
<PAGE>

Company, and such Trust Convertible Securities and substantially equivalent
securities will be treated as preferred stock of the Company and the Company
shall not be deemed to have issued any Indebtedness or Guarantee in connection
therewith (except for purposes of calculating Interest Expense, as provided in
the definition of "Interest Expense" in this Section).

          "Cash Equivalents": (a) securities with maturities of one year or less
           ----------------
from the date of acquisition issued or fully guaranteed or insured by the United
States Government or any agency thereof, (b) certificates of deposit and
eurodollar time deposits with maturities of one year or less from the date of
acquisition and overnight bank deposits of any Lender or of any commercial bank
having capital and surplus in excess of $500,000,000, (c) repurchase obligations
of any Lender or of any commercial bank satisfying the requirements of clause
(b) of this definition, having a term of not more than 30 days with respect to
securities issued or fully guaranteed or insured by the United States
Government, (d) commercial paper of a domestic issuer rated at least A-2 by S&P
or P-2 by Moody's, (e) 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, by any political subdivision or taxing authority
of any such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's (or an equivalent rating for such foreign securities),
(f) securities with maturities of one year or less from the date of acquisition
backed by standby letters of credit issued by any Lender or any commercial bank
satisfying the requirements of clause (b) of this definition or (g) shares of
money market mutual or similar funds which invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition,
provided that, in the case of any investment by a Foreign Subsidiary, "Cash
--------
Equivalents" shall also include: (i) direct obligations of the sovereign nation
(or any agency thereof) in which such Foreign Subsidiary is organized and is
conducting business or in obligations fully and unconditionally guaranteed by
such sovereign nation (or any agency thereof), (ii) investments of the type and
maturity described in clauses (a) through (f) above of foreign obligors, which
Investments or obligors (or the parents of such obligors) have ratings described
in such clauses or equivalent ratings from comparable foreign rating agencies
and (iii) shares of money market mutual or similar funds which invest
exclusively in assets otherwise satisfying the requirements of this definition
(including this proviso).

          "Cash Flow Coverage": for any period, the ratio of (a) Consolidated
           ------------------
EBITDA less Capital Expenditures, divided by (b) (i) Interest Expense plus (ii)
dividends paid on any class of the Company's Capital Stock, in each case
determined for such period.

          "Cash Management Obligations": all obligations of the Company or any
           ---------------------------
Subsidiary in respect of overdrafts and related liabilities owed to any Lender,
any Lender Affiliate or the Administrative Agent arising from treasury,
depositary and cash management services or in connection with any automated
clearinghouse transfer of funds.

          "Change of Control": (a) any "person" or "group" within the meaning
           -----------------
of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended, shall become the "beneficial owner" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of more than 50% of the then
outstanding voting stock of the Company other than in a transaction having the
approval of the board of directors of the Company at least a majority of which
members are Continuing Directors or (b) Continuing Directors shall cease to
constitute at least a majority of the directors constituting the board of
directors of the Company.
<PAGE>

          "Chase":  The Chase Manhattan Bank, a New York banking corporation.
           -----

          "Class": the collective reference to Loans outstanding under a single
           -----
Facility.

          "Code":  the Internal Revenue Code of 1986, as amended from time to
           ----
time.

          "Collateral": all Property of the Loan Parties, now owned or
           ----------
hereafter acquired, upon which a Lien is purported to be created by any Security
Document.

          "Commitment": as to any Lender, the sum of the Tranche C Term Loan
           ----------
Commitment, the US$ Revolving Credit Commitment, the Supplemental Revolving
Credit Commitment, the Multicurrency Revolving Credit Commitment and, without
duplication, the Additional US$ Revolving Credit Commitment of such Lender.

          "Commonly Controlled Entity": an entity, whether or not incorporated,
           --------------------------
which is under common control with the Company within the meaning of Section
4001 of ERISA or is part of a group which includes the Company and which is
treated as a single employer under Section 414 of the Code.

          "Company": as defined in the preamble hereto.
           -------

          "Company Guaranty": the guarantee contained in Article XII.
           ----------------

          "Conduit Lender": any special purpose corporation organized and
           --------------
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument,
subject to the consent of the Administrative Agent and the Company (which
consent shall not be unreasonably withheld); provided, that the designation by
                                             --------
any Lender of a Conduit Lender shall not relieve the designating Lender of any
of its obligations to fund a Loan under this Agreement if, for any reason, its
Conduit Lender fails to fund any such Loan, and the designating Lender (and not
the Conduit Lender) shall have the sole right and responsibility to deliver all
consents and waivers required or requested under this Agreement with respect to
its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be
                        --------  -------
entitled to receive any greater amount pursuant to Section 7.10, 7.11, 7.12 or
15.5 than the designating Lender would have been entitled to receive in respect
of the extensions of credit made by such Conduit Lender or (b) be deemed to have
any Commitment.

          "Confidential Information Memorandum": the Confidential Information
           -----------------------------------
Memorandum dated November 2000 and furnished to certain Lenders.

          "Consolidated Current Assets": at any date, all amounts (other than
           ---------------------------
cash and Cash Equivalents) which would, in conformity with GAAP, be set forth
opposite the caption "total current assets" (or any like caption) on a
consolidated balance sheet of the Company and its Subsidiaries at such date.

          "Consolidated Current Liabilities": at any date, all amounts which
           --------------------------------
would, in conformity with GAAP, be set forth opposite the caption "total current
liabilities" (or any like caption) on a consolidated balance sheet of the
Company and its Subsidiaries at such date, but excluding (a) the current portion
of any Funded Debt of the Company and its Subsidiaries and
<PAGE>

(b) without duplication of clause (a) above and to the extent otherwise included
therein, all Indebtedness consisting of Revolving Credit Loans and Multicurrency
Revolving Credit Loans.

          "Consolidated EBITDA": for any period, the sum of (a) the
           -------------------
consolidated net income (or loss) of the Company and its Subsidiaries for such
period before deduction of income and franchise taxes and depreciation,
determined in conformity with GAAP, but excluding the income of any Person
(other than Subsidiaries of the Company) in which the Company or any of its
Subsidiaries has an ownership interest, until such income has been received by
the Company or a Subsidiary in a cash distribution, plus (b) any Interest
                                                    ----
Expenses reported during such period, plus (c) amortization of Intangible Assets
                                      ----
deducted in determining net income for such period, plus (d) extraordinary or
                                                    ----
non-recurring losses recorded during such period in respect of the Company's six
"Strategic Global Initiatives" described in the Confidential Information
Memorandum, minus (e) extraordinary or non-recurring gains recorded during such
            -----
period in respect of the Company's six "Strategic Global Initiatives" described
in the Confidential Information Memorandum, plus (f) any non-cash charges
                                            ----
deducted in determining net income for such period; provided, that if in any
                                                    --------
later period such non-cash charges become a cash expenditure (other than the
"Specified Expenditures" as defined below), the amount of such cash expenditure
shall be deducted in determining Consolidated EBITDA for such later period.  For
purposes of this definition, "Specified Expenditures" shall mean cash
expenditures, in an aggregate amount not exceeding $175,000,000, made after
September 30, 2000 relating to the Company's six "Strategic Global Initiatives"
described in the Confidential Information Memorandum.

          "Consolidated Leverage Ratio": as at the last day of any period of
           ---------------------------
four consecutive fiscal quarters, the ratio of (a) Consolidated Total Debt on
such day to (b) Consolidated EBITDA for such period; provided, that for purposes
                                                     --------
of calculating Consolidated EBITDA for any period of four consecutive fiscal
quarters, the Consolidated EBITDA of any Person acquired by the Company or its
Subsidiaries during such period shall be included on a pro forma basis for such
                                                       ---------
period (assuming the consummation of each such acquisition and the incurrence or
assumption of any Indebtedness in connection therewith occurred on the first day
of such period) if the consolidated balance sheet of such acquired Person and
its consolidated Subsidiaries as at the end of the period preceding the
acquisition of such Person and the related consolidated statements of income and
stockholders' equity and of cash flows for the period in respect of which
Consolidated EBITDA is to be calculated (i) have been provided to the
Administrative Agent and the Lenders and (ii) either (A) have been reported on
without a qualification arising out of the scope of the audit (other than a
"going concern" or like qualification or exception) by independent certified
public accountants of nationally recognized standing or (B) have been found
acceptable by the Administrative Agent.

          "Consolidated Net Income": for any period, the consolidated net
           -----------------------
income (or loss) of the Company and its Subsidiaries for such period, determined
in conformity with GAAP, but excluding the income of any Person (other than
Subsidiaries of the Company) in which the Company or any of its Subsidiaries has
an ownership interest, until such income has been received by the Company or a
Subsidiary in a cash distribution.

          "Consolidated Net Worth": at any date, shareholders equity
           ----------------------
(including, but not limited to, Capital Stock, additional paid-in capital and
retained earnings after deducting treasury stock and unearned compensation) of
the Company and its Subsidiaries on a consolidated basis as at such date
determined in accordance with GAAP; provided, that Consolidated Net Worth
                                    --------
<PAGE>

shall not reflect any additions or deductions resulting from foreign currency
translation gains or losses.

          "Consolidated Total Debt": all Indebtedness of the Company and its
           -----------------------
Subsidiaries, determined on a consolidated basis.

          "Consolidated Working Capital": at any date, the excess of
           ----------------------------
Consolidated Current Assets on such date over Consolidated Current Liabilities
on such date.

          "Continuing Directors": the collective reference to (a) all members
           --------------------
of the board of directors of the Company who have held office continually since
September 30, 2000, and (b) all members of the board of directors of the Company
who were elected as directors after September 30, 2000 and whose nomination for
election by the Company's shareholders was approved by a vote of at least 50% of
the Continuing Directors.

          "Contractual Obligation": as to any Person, any provision of any
           ----------------------
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

          "Cooper Automotive Acquisition": the acquisition by the Company of
           -----------------------------
Cooper Industries' Automotive Division, consisting of the common stock of
Champion Spark Plug Company, Cooper Automotive Company, Moog Automotive Company,
Champion Aviation and the common stock of the Related Companies and certain
assets and liabilities of the Canadian Division, all as described in the Cooper
Automotive Acquisition Agreement.

          "Cooper Automotive Acquisition Agreement": the Purchase and Sale
           ---------------------------------------
Agreement, dated as of August 17, 1998, between Cooper Industries, Inc. and the
Company and certain of the Subsidiaries of the Company.

          "Currency Sublimit": with respect to any Available Foreign Currency,
           -----------------
the amount from time to time equal to the amount of Dollars set forth under the
heading "Currency Sublimit" opposite such Available Foreign Currency on Schedule
I-A or, with respect to any Available Foreign Currency approved after the date
hereof, the amount of Dollars approved by the Administrative Agent and the
Majority Multicurrency Revolving Credit Facility Lenders as the "Currency
Sublimit" applicable to such Available Foreign Currency.

          "Default": any of the events specified in Article XIII whether or not
           -------
any requirement for the giving of notice, the lapse of time, or both, or any
other condition has been satisfied.

          "Disposition": with respect to any Property, any sale, lease, sale
           -----------
and leaseback, assignment, conveyance, transfer or other disposition thereof;
and the terms "Dispose" and "Disposed of" shall have correlative meanings.
               -------       -----------

          "Dollar Equivalent": with respect to an amount of any Available
           -----------------
Foreign Currency on any date, the amount of Dollars that may be purchased with
such amount of Available Foreign Currency at the Spot Exchange Rate on such
date.

          "Dollars": dollars in lawful currency of the United States of
           -------
America.
<PAGE>

          "$": dollars in lawful currency of the United States of America.
           -

          "Domestic Pledge Agreement": the Amended and Restated Domestic Pledge
           -------------------------
Agreement, substantially in the form of Exhibit C, as the same may from time to
time be amended, supplemented or otherwise modified.

          "Domestic Subsidiary": any Subsidiary of the Company organized under
           -------------------
the laws of any jurisdiction within the United States, other than any Subsidiary
which is a Subsidiary of an Excluded Foreign Subsidiary; provided that,
                                                         --------
notwithstanding the foregoing, the Subsidiaries listed on Schedule II under the
heading "T & N Subsidiaries" shall be deemed to be "Domestic Subsidiaries".

          "Domestic Subsidiary Guarantee": the Amended and Restated Domestic
           -----------------------------
Subsidiary Guarantee, substantially in the form of Exhibit B, to be executed and
delivered by each Domestic Subsidiary (other than the Receivables Subsidiary,
any Shell Subsidiary and any Excluded Joint Venture), as the same may from time
to time be amended, supplemented or otherwise modified.

          "EMU": Economic and Monetary Union as contemplated in the Treaty on
           ---
European Union.

          "EMU Legislation": legislative measures of the European Union for the
           ---------------
introduction of, changeover to or operation of the euro in one or more member
states.

          "Environmental Laws": any and all foreign, Federal, state, local or
           ------------------
municipal, laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time hereafter be in effect.

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

          "euro": the single currency of the European Union as constituted by
           ----
the Treaty on European Union and as referred to in EMU Legislation.

          "euro unit": the currency unit of the euro as defined in the EMU
           ---------
Legislation.

          "Eurocurrency Base Rate": (a) with respect to each Interest Period
           ----------------------
pertaining to a Multicurrency Revolving Credit Loan denominated in any currency
other than Pounds Sterling, the rate per annum determined by the Administrative
Agent to be the offered rate for deposits in such currency with a term
comparable to such Interest Period that appears on the applicable Dow Jones
Markets Page at approximately 11:00 A.M., London time, two Business Days prior
to the beginning of such Interest Period; provided, however, that if at any time
                                          --------  -------
for any reason such offered rate for any such currency does not appear on a Dow
Jones Markets Page, "Eurocurrency Base Rate" shall mean, with respect to each
day during each Interest Period pertaining to a Multicurrency Revolving Credit
Loan denominated in such currency, the rate per annum equal to the average
(rounded upward to the nearest 1/16th of 1%) of the respective rates notified to
the Administrative Agent by each of the Multicurrency Reference Lenders as the
rate at which such Multicurrency Reference Lender is offered deposits in such
currency at or about 11:00 A.M.,
<PAGE>

London time, two Business Days prior to the beginning of such Interest Period in
the London interbank market for delivery on the first day of such Interest
Period for the number of days comprised therein; and (b) with respect to each
day during each Interest Period pertaining to a Multicurrency Revolving Credit
Loan denominated in Pounds Sterling, the rate per annum equal to the average
(rounded upward to the nearest 1/16th of 1%) of the respective rates notified to
the Administrative Agent by each of the Multicurrency Reference Lenders as the
rate at which such Multicurrency Reference Lender is offered deposits in Pounds
Sterling at or about 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period in the Paris interbank market for delivery on
the first day of such Interest Period for the number of days comprised therein.

          "Eurocurrency Rate":  with respect to each day during each Interest
           -----------------
Period pertaining to a Multicurrency Revolving Credit Loan, a rate per annum
determined for such day in accordance with the following formula (rounded upward
to the nearest 1/100th of 1%):

                            Eurocurrency Base Rate
                  --------------------------------------------

                   1.00 - Eurocurrency Reserve Requirements


          "Eurocurrency Reserve Requirements":  for any day as applied to a
           ---------------------------------
Eurodollar Loan or a Multicurrency Revolving Credit Loan, the aggregate (without
duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect on such day (including, without limitation, basic,
supplemental, marginal and emergency reserves) under any regulations of the
Board of Governors of the Federal Reserve System or other Governmental Authority
having jurisdiction with respect thereto dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of such Board) maintained by a member bank of such
System.

          "Eurodollar Base Rate":  with respect to each day during each Interest
           --------------------
Period pertaining to a Eurodollar Loan, the rate per annum determined by the
Administrative Agent to be the offered rate for Dollar deposits with a term
comparable to such Interest Period that appears on the applicable Dow Jones
Markets Page at approximately 11:00 A.M., London time, two Business Days prior
to the beginning of such Interest Period.

          "Eurodollar Loans":  Loans the rate of interest applicable to which is
           ----------------
based upon the Eurodollar Rate.

          "Eurodollar Rate":  with respect to each day during each Interest
           ---------------
Period pertaining to a Eurodollar Loan, a rate per annum determined for such day
in accordance with the following formula (rounded upward to the nearest 1/100th
of 1%):

                             Eurodollar Base Rate
                  --------------------------------------------

                   1.00 - Eurocurrency Reserve Requirements
<PAGE>

          "Event of Default":  any of the events specified in Article XIII,
           ----------------
provided that all requirements for the giving of notice, the lapse of time, or
--------
both, or any other condition, have been satisfied.

          "Excluded Foreign Subsidiaries":  the collective reference to (i) any
           -----------------------------
Foreign Subsidiary which is not a Significant Subsidiary, (ii) any Foreign
Subsidiary listed under the heading "Excluded Foreign Subsidiaries on the
Restatement Effective Date" in Schedule VI, (iii) any Foreign Subsidiary (and
any Domestic Subsidiary which is a Subsidiary of an Excluded Foreign Subsidiary)
if the pledge of more than 65% of the Capital Stock of such Foreign Subsidiary
(or Domestic Subsidiary, as the case may be) or the execution by such Foreign
Subsidiary (or Domestic Subsidiary, as the case may be) of a Subsidiary
Guarantee would, in the good faith judgment of the Company, result in adverse
tax consequences to the Company or would be unlawful for such Foreign Subsidiary
(or Domestic Subsidiary, as the case may be) and (iv) any other Foreign
Subsidiary, if the Administrative Agent has determined that the value of the
security afforded by a pledge of the stock thereof would be disproportionate to
the expense or difficulty of obtaining such security interest.

          "Excluded Joint Ventures":  the Subsidiaries of the Company listed
           -----------------------
under the heading "Excluded Joint Ventures" in Schedule V.

          "Excluded Real Properties":  the real properties listed on Schedule
           ------------------------
XI, which have been listed for sale prior to the date hereof.

          "Existing Accounts Receivable Financing Program":  the collective
           ----------------------------------------------
reference to (i) the Purchase Agreement; (ii) the Fourth Amended and Restated
Receivables Sale and Contribution Agreement dated as of June 26, 2000, between
the Receivables Subsidiary, as the purchaser, and the Company, as the seller;
(iii) the First Amended and Restated Receivables Purchase Agreement dated as of
June 26, 2000, among the Company, as the purchaser, and certain of its
Affiliates, each as a seller; and (iv) all other documents entered into in
connection with any of the foregoing, as each of the foregoing are amended,
restated, supplemented, renewed, refinanced or otherwise modified from time to
time.

          "Existing Credit Agreement":  as defined in the recitals hereto.
           -------------------------

          "Existing Hedge Agreements":  the collective reference to the Hedge
           -------------------------
Agreements described in Schedule X.

          "Existing Letters of Credit":  as defined in Section 6.1(a).
           --------------------------

          "Existing Plan":  any Plan existing on the date of this Agreement
           -------------
without giving effect to any amendment thereof made after the date of this
Agreement.

          "Facility":  each of (a) the Tranche A Term Loans (the "Tranche A Term
           --------                                               --------------
Loan Facility"), (b) the Tranche B Term Loans (the "Tranche B Term Loan
-------------                                       -------------------
Facility"), (c) the Tranche C Term Loan Commitments and the Tranche C Term Loans
--------
made thereunder (the "Tranche C Term Loan Facility"), (d) the US$ Revolving
                      ----------------------------
Credit Commitments and the extensions of credit (including the Swing Line Loans
and the US$ Letters of Credit) made thereunder (the "US$ Revolving Credit
                                                     --------------------
Facility"), (e) the Multicurrency Revolving Credit Commitments and the
--------
Multicurrency Revolving Credit Loans made thereunder (the "Multicurrency
                                                           -------------
Revolving Credit
----------------
<PAGE>

Facility"), (f) the Additional US$ Revolving Credit Commitments and the
--------
Additional US$ Revolving Credit Loans made thereunder (the "Additional US$
                                                            --------------
Revolving Credit Facility") and (g) the Supplemental Revolving Credit
-------------------------
Commitments and the extensions of credit (including the Supplemental Letters of
Credit) made thereunder (the "Supplemental Revolving Credit Facility").
                              --------------------------------------

          "Facility Fee Rate":  the rate per annum determined pursuant to the
           -----------------
Pricing Grid.

          "Falcon":  Falcon Asset Securitization Corporation.
           ------

          "Falcon Agent":  Bank One, NA and its successors and assigns.
           ------------

          "Federal Funds Effective Rate":  for any day, the weighted average of
           ----------------------------
the rates per annum on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it, in each case rounded up to the nearest 1/100th of 1%.

          "Foreign Credit Facilities":  credit facilities to be made available
           -------------------------
to certain Foreign Subsidiaries of the Company to fund operations in England,
Germany, Italy and France; provided, that such credit facilities are not secured
                           --------
by any domestic assets of the Company or any Domestic Subsidiary of the Company.

          "Foreign Subsidiary":  any Subsidiary of the Company other than a
           ------------------
Domestic Subsidiary.

          "Foreign Subsidiary Borrower":  each Foreign Subsidiary listed as a
           ---------------------------
Foreign Subsidiary Borrower in Schedule II as amended from time to time in
accordance with Section 15.1(b).

          "Foreign Subsidiary Opinion":  with respect to any Foreign Subsidiary
           --------------------------
Borrower, a legal opinion of counsel to such Foreign Subsidiary Borrower
addressed to the Administrative Agent and the Lenders concluding that such
Foreign Subsidiary Borrower and the Loan Documents to which it is a party
substantially comply with the matters listed on Exhibit K, with such
assumptions, qualifications and deviations therefrom as the Administrative Agent
shall approve (such approval not to be unreasonably withheld).

          "Funded Debt":  all Indebtedness of the Company and its Subsidiaries
           -----------
on a consolidated basis maturing one year or more after incurrence thereof or
that matures within one year from the date on which it was created, but is
renewable or extendible under terms such that under GAAP such Indebtedness would
be treated as long-term indebtedness.

          "GAAP":  generally accepted accounting principles in the United States
           ----
of America in effect from time to time; provided, that if at any time after the
                                        --------
date hereof there shall occur any change in respect of such generally accepted
accounting principles from those used in the preparation of the audited
financial statements of the Company for the fiscal year ended December 31, 1999
in a manner which would have a material effect on any matter which is material
to Article XI, the Company and the Administrative Agent will, within five
Business
<PAGE>

Days of a notice from the Administrative Agent or the Company, as the case may
be, to that effect, commence, and continue in good faith, negotiations with a
view towards making appropriate amendments to the provisions hereof acceptable
to the Required Lenders, to reflect as nearly as possible the effect of the
provisions of Article XI as in effect on the date hereof.

          "Governmental Authority":  any nation or government, any state, or
           ----------------------
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

          "Guaranty":  any guaranty by any Person of Indebtedness or other
           --------
obligations of any other Person that is not a consolidated subsidiary of such
Person or any assurance with respect to the financial condition of any other
Person that is not a consolidated subsidiary of such Person (including, without
limitation, any purchase or repurchase agreement, any indemnity or any keep-
well, take-or-pay, through-put or other arrangement having the effect of
assuring or holding harmless any third Person against loss with respect to any
Indebtedness or other obligation of such other Person) except endorsements of
negotiable instruments for collection in the ordinary course of business.

          "Hedge Agreement Obligations":  all obligations of the Company or any
           ---------------------------
Subsidiary under any Hedge Agreement.

          "Hedge Agreements":  all interest rate, foreign currency and commodity
           ----------------
swaps, caps or collar agreements or similar arrangements dealing with interest
rates, currency exchange rates or commodities or the exchange of nominal
interest, currency or commodity obligations, either generally or under specific
contingencies.

          "Indebtedness":  with respect to any Person, without duplication, (a)
           ------------
all indebtedness for borrowed money of such Person which in accordance with GAAP
would be shown as a liability on the balance sheet of such Person,  (b)
obligations of such Person under leases which, in accordance with GAAP, are to
be recorded as capital leases, (c) all unreimbursed amounts owing by such Person
in respect of letters of credit and (d) all indebtedness of such Person
evidenced by bonds, debentures, notes or similar instruments; provided, however,
                                                              --------  -------
that the term "Indebtedness" shall not include short-term obligations payable to
suppliers incurred in the ordinary course of business or indebtedness incurred
by a special purpose, Wholly Owned Subsidiary of the Company that purchases
accounts receivable from the Company and its other Subsidiaries to the extent
that such indebtedness is nonrecourse to the Company and each such other
Subsidiary and is not required under GAAP to be reflected on the consolidated
balance sheet of the Company.

          "Indentures":  (i) the Indenture, dated as of August 12, 1994, between
           ----------
the Company and U.S. Bank Trust National Association (as successor to
Continental Bank), as trustee, together with the First Supplemental Indenture
thereto, dated as of July [8], 1998, and the Second Supplemental Indenture
thereto, dated as of October 9, 1998, (ii) the Indenture, dated as of June 29,
1998, between the Company and The Bank of New York, as trustee, together with
the First Supplemental Indenture thereto, dated as of June 30, 1998, the Second
Supplemental Indenture thereto, dated as of July [21], 1998, and the Third
Supplemental Indenture thereto, dated as of October 9, 1998, and (iii) the
Indenture, dated as of January 20, 1999, among the Company, the guarantors and
The Bank of New York, as trustee, each as subsequently amended in accordance
with the terms hereof and thereof.
<PAGE>

          "Individual Prepayment Percentage":  as to any Lender at any time, the
           --------------------------------
percentage which the sum of such Lender's (i) Tranche A Term Loans, (ii) Tranche
B Term Loans, (iii) US$ Revolving Credit Commitments, (iv) Multicurrency
Revolving Credit Commitments and (v) Additional US$ Revolving Credit
Commitments, in each case, outstanding at such time then constitutes of the sum
of (i) the total amount of Tranche A Term Loans, (ii) the total amount of
Tranche B Term Loans, (iii) the Total US$ Revolving Credit Commitments, (iv) the
Total Multicurrency Revolving Credit Commitments and (v) the total amount of the
Additional US$ Revolving Credit Commitments, in each case, outstanding at such
time; provided, that, at any time after any Revolving Credit Commitments shall
      --------
have expired or terminated, the foregoing references to such Revolving Credit
Commitments shall be deemed to be references to the principal and/or face
amounts of the extensions of credit made under such Revolving Credit Commitments
(including any L/C Obligations) and outstanding at such time.

          "Insignificant Subsidiary":  any Subsidiary designated as such by
           ------------------------
written notice from the Company to the Administrative Agent; provided, that (i)
                                                             --------
no Subsidiary may be designated as an Insignificant Subsidiary unless (A) as at
the end of the fiscal quarter most recently ended prior to such designation the
aggregate book value of the assets of such Subsidiary (including stock of
Subsidiaries of such Subsidiary) constitutes not more than 2%, in the case of a
Domestic Subsidiary, and 5%, in the case of a Foreign Subsidiary, of the book
value of the consolidated assets of the Company and its Subsidiaries taken as a
whole and (B) during the period of four consecutive fiscal quarters most
recently ended prior to the date of such designation the contribution of such
Subsidiary to Consolidated EBITDA was not more than 2%, in the case of a
Domestic Subsidiary, and 5%, in the case of a Foreign Subsidiary, and (ii) no
Subsidiary may be designated as an Insignificant Subsidiary if, after giving
effect thereto, (A) the total book value of all assets of all Insignificant
Subsidiaries (including stock of Subsidiaries of such Subsidiary) as of the end
of the fiscal quarter most recently ended constituted more than 5% (for all
Insignificant Subsidiaries that are Domestic Subsidiaries) or 15% (for all
Insignificant Subsidiaries) of the book value of the consolidated assets of the
Company and its Subsidiaries taken as a whole or (B) the total contribution of
all  Insignificant Subsidiaries to Consolidated EBITDA for the four consecutive
fiscal quarters most recently ended was more than 5% (for all Insignificant
Subsidiaries that are Domestic Subsidiaries) or 15% (for all Insignificant
Subsidiaries).

          "Insolvency":  with respect to any Multiemployer Plan, the condition
           ----------
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "Insolvent":  pertaining to a condition of Insolvency.
           ---------

          "Intangible Assets":  assets having no physical existence and that, in
           -----------------
conformity with GAAP, should be classified as intangible assets, including,
without limitation, patents, patent rights, trademarks, trade names, copyrights,
franchises, licenses, customer lists, organizational expenses and goodwill.

          "Intellectual Property":  as defined in Section 8.9.
           ---------------------

          "Interest Expense":  with respect to any period, the aggregate of all
           ----------------
interest expense reported by the Company and its Subsidiaries in accordance with
GAAP during such period.  As used in this definition, the term "interest" shall
include, without limitation, all interest, fees and costs payable with respect
to the obligations under this Agreement (other than
<PAGE>

fees and costs which may be capitalized as transaction costs in accordance with
GAAP), any discount in respect of sales of accounts receivable and/or related
contract rights, the interest portion of capitalized lease payments during such
period and net costs under Hedge Agreements in respect of interest rates, all as
determined in accordance with GAAP; and without duplication of the foregoing,
"Interest Expense" shall also include the amount of dividends paid in respect of
the 11,500,000 7% Trust Convertible Preferred Securities issued by Federal-Mogul
Financing Trust on December 1, 1997 and any other substantially equivalent
securities hereafter issued by a financing vehicle for the benefit of the
Company.

          "Interest Payment Date":  (a) as to any Base Rate Loan, the last day
           ---------------------
of each March, June, September and December to occur while such Loan is
outstanding, (b) as to any Eurodollar Loan or Multicurrency Revolving Credit
Loan having an Interest Period of three months or less, the last day of such
Interest Period and (c) as to any Eurodollar Loan or Multicurrency Revolving
Credit Loan having an Interest Period longer than three months, (i) each day
which is three months, or a whole multiple thereof, after the first day of such
Interest Period and (ii) the last day of such Interest Period.

          "Interest Period":  with respect to any Eurodollar Loan or
           ---------------
Multicurrency Revolving Credit Loan:

          (a) initially, the period commencing on the borrowing or conversion
     date, as the case may be, with respect to such Eurodollar Loan or
     Multicurrency Revolving Credit Loan and ending one, two, three, or six or
     (if available to all relevant Lenders) twelve months thereafter, as
     selected by the relevant Borrower in its notice of borrowing or notice of
     conversion, as the case may be, given with respect thereto; and

          (b) thereafter, each period commencing on the last day of the next
     preceding Interest Period applicable to such Eurodollar Loan or
     Multicurrency Revolving Credit Loan and ending one, two, three, six or (if
     available to all relevant Lenders) twelve months thereafter, as selected by
     the relevant Borrower by irrevocable notice to the Administrative Agent not
     less than three Business Days prior to the last day of the then current
     Interest Period with respect thereto;

     provided that, all of the foregoing provisions relating to Interest Periods
     --------
     are subject to the following:

              (i)  if any Interest Period pertaining to a Eurodollar Loan or
          Multicurrency Revolving Credit Loan would otherwise end on a day that
          is not a Business Day, such Interest Period shall be extended to the
          next succeeding Business Day unless the result of such extension would
          be to carry such Interest Period into another calendar month in which
          event such Interest Period shall end on the immediately preceding
          Business Day;

              (ii) any Interest Period applicable to a Eurodollar Loan or
          Multicurrency Revolving Credit Loan that would otherwise extend beyond
          the Revolving Credit Termination Date shall end on the Revolving
          Credit Termination Date;
<PAGE>

               (iii)  any Interest Period pertaining to a Eurodollar Loan or
          Multicurrency Revolving Credit Loan that begins on the last Business
          Day of a calendar month (or on a day for which there is no numerically
          corresponding day in the calendar month at the end of such Interest
          Period) shall end on the last Business Day of a calendar month; and

               (iv)   each Borrower shall use reasonable efforts to select
          Interest Periods which permit the required installments to be made on
          the Term Loans so as not to require a payment or prepayment of any
          Eurodollar Loan during an Interest Period for such Eurodollar Loan.

          "Investments":  as defined in Section 11.11.
           -----------

          "Issuing Lenders":  Chase, Bank One, NA and Comerica Bank or any
           ---------------
Affiliate of any thereof in their respective capacities as issuers of any Letter
of Credit; such term shall also include, in respect of each Existing Letter of
Credit, the Lender or Affiliate thereof that issued such Existing Letter of
Credit.

          "Joinder Agreement":  the Joinder Agreement to be entered into by each
           -----------------
Foreign Subsidiary Borrower subsequent to the date hereof pursuant to Section
15.1(b)(i), substantially in the form of Exhibit G.

          "Judgment Currency":  as defined in Section 15.16(b).
           -----------------

          "L/C Commitment":  $200,000,000.
           --------------

          "L/C Fee Payment Date":  the last day of each March, June, September
           --------------------
and December and the last day of the Revolving Credit Commitment Period.

          "L/C Obligations":  the collective reference to the US$ L/C
           ---------------
Obligations and the Supplemental L/C Obligations.

          "L/C Participant":  the individual or collective reference to the US$
           ---------------
L/C Participants and the Supplemental L/C Participants.

          "L/C Subsidiary":  any Subsidiary of the Company which, pursuant to
           --------------
Section 6.1, becomes a joint and several account party on any Letter of Credit
and which by virtue thereof becomes a party to this Agreement pursuant to
Section 15.18.

          "L/C Subsidiary Joinder Agreement":  the L/C Subsidiary Joinder
           --------------------------------
Agreement to be entered into by each L/C Subsidiary subsequent to the date
hereof pursuant to Section 15.18, substantially in the form of Exhibit M.

          "Lenders":  as defined in the preamble hereto; provided, that unless
           -------                                       --------
the context otherwise requires, each reference herein to the Lenders shall be
deemed to include any Conduit Lender.

          "Lender Affiliate":  (a) any Affiliate of any Lender, (b) any Person
           ----------------
that is administered or managed by any Lender and that is engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course
<PAGE>

of its business and (c) with respect to any Lender which is a fund that invests
in commercial loans and similar extensions of credit, any other fund that
invests in commercial loans and similar extensions of credit and is managed or
advised by the same investment advisor as such Lender or by an Affiliate of such
Lender or investment advisor.

          "Letters of Credit":  the collective reference to the US$ Letters of
           -----------------
Credit (including the Existing Letters of Credit) and the Supplemental Letters
of Credit.

          "Lien":  (i)  any judgment lien or execution, attachment, levy,
           ----
distraint or similar legal process and (ii) any mortgage, pledge, hypothecation,
assignment, lien, charge, encumbrance or other security interest of any kind or
nature whatsoever (including, without limitation, the interest of the lessor
under any capital lease and the interest of the seller under any conditional
sale or other title retention agreement), which secures or purports to secure
any Indebtedness or other indebtedness or obligations.

          "Loan Documents":  this Agreement, any Notes, any Applications, the
           --------------
Security Documents, the Subsidiary Guarantees and the Trust Agreement.

          "Loan Parties":  the Company and each Subsidiary of the Company
           ------------
(including any L/C Subsidiary) which is a party to a Loan Document.

          "Loans":  the collective reference to the US$ Revolving Credit Loans,
           -----
the Swing Line Loans, the Supplemental Revolving Credit Loans, the Term Loans,
the Multicurrency Revolving Credit Loans and the Additional US$ Revolving Credit
Loans.

          "London Banking Day":  any day on which banks in London are open for
           ------------------
general banking business, including dealings in foreign currency and exchange.

          "Majority Additional US$ Revolving Credit Facility Lenders":  the
           ---------------------------------------------------------
Majority Facility Lenders in respect of the Additional US$ Revolving Credit
Facility.

          "Majority Aggregate Revolving Credit Facility Lenders":  the holders
           ----------------------------------------------------
of more than 50% of the aggregate unpaid principal amount of the total US$
Revolving Extensions of Credit, the Aggregate Multicurrency Revolving Credit
Exposure and the Additional US$ Revolving Credit Loans (or, prior to any
termination of the US$ Revolving Credit Commitments, the Multicurrency Revolving
Credit Commitments or the Additional US$ Revolving Credit Commitments, the
holders of more than 50% of the aggregate US$ Revolving Credit Commitments, the
Multicurrency Revolving Credit Commitments and the Additional US$ Revolving
Credit Commitments).

          "Majority Facility Lenders":  with respect to any Facility, the
           -------------------------
holders of more than 50% of the aggregate unpaid principal amount of the Term
Loans, the total US$ Revolving Extensions of Credit, the total Supplemental
Revolving Extensions of Credit, the Aggregate Multicurrency Revolving Credit
Exposure or the Additional US$ Revolving Credit Loans, as the case may be,
outstanding under such Facility (or, in the case of (a) the US$ Revolving Credit
Facility, prior to any termination of the US$ Revolving Credit Commitments, the
holders of more than 50% of the aggregate US$ Revolving Credit Commitments, (b)
the Supplemental Revolving Credit Facility, prior to any termination of the
Supplemental Revolving Credit Commitments, the holders of more than 50% of the
aggregate Supplemental Revolving Credit

<PAGE>

Commitments, (c) the Multicurrency Revolving Credit Facility, prior to any
termination of the Multicurrency Revolving Credit Commitments, the holders of
more than 50% of the aggregate Multicurrency Revolving Credit Commitments or (d)
the Additional US$ Revolving Credit Facility, prior to any termination of the
Additional US$ Revolving Credit Commitments, the holders of more than 50% of the
aggregate Additional US$ Revolving Credit Commitments).

          "Majority Multicurrency Revolving Credit Facility Lenders":  the
           --------------------------------------------------------
Majority Facility Lenders in respect of the Multicurrency Revolving Credit
Facility.

          "Majority Supplemental Revolving Credit Facility Lenders":  the
           -------------------------------------------------------
Majority Facility Lenders in respect of the Supplemental Revolving Credit
Facility.

          "Majority US$ Revolving Credit Facility Lenders":  the Majority
           ----------------------------------------------
Facility Lenders in respect of the US$ Revolving Credit Facility.

          "Material Adverse Effect":  a material adverse effect on (a) the
           -----------------------
business, operations, property, condition (financial or otherwise) or prospects
of the Company and its Subsidiaries taken as a whole, (b) the ability of any
Borrower to perform its obligations under this Agreement or any of the Notes or
any of the other Loan Documents to which it is a party or (c) the validity or
enforceability of this Agreement or any of the Notes or any of the other Loan
Documents or the rights or remedies of the Administrative Agent or the Lenders
hereunder or thereunder.

          "Material Indebtedness":  any Indebtedness of the Company or any
           ---------------------
Subsidiary in a principal amount of $25,000,000 or more.

          "Material Guaranty":  any Guaranty by the Company or any Subsidiary of
           -----------------
Indebtedness or other obligations in an amount of $25,000,000 or more.

          "Material Hedge Agreement Obligation":  any Hedge Agreement Obligation
           -----------------------------------
in an amount of $5,000,000 or more.

          "Materials of Environmental Concern":  any gasoline or petroleum
           ----------------------------------
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

          "Minority Interest":  the minority interest of Persons other than the
           -----------------
Company and its Subsidiaries in the Company's Subsidiaries as shown from time to
time in the most recent consolidated balance sheet of the Company and its
Subsidiaries.

          "Moody's":  Moody's Investor Service, Inc.
           -------

          "Mortgaged Properties":  the real properties listed on Schedule VII,
           --------------------
which shall exclude the Excluded Real Properties, as to which the New Trustee
for the benefit of the Lenders shall be granted a Lien pursuant to the
Mortgages, together with any other Property that may be subjected to a Mortgage
pursuant to Section 10.11(e).

          "Mortgages":  each of the mortgages and deeds of trust made by any
           ---------
Loan Party in favor of, or for the benefit of, the New Trustee for the benefit
of the Lenders, substantially in
<PAGE>

the form of Exhibit E (with such changes thereto as shall be advisable or are
customary under the law of the jurisdiction in which such mortgage or deed of
trust is to be recorded, including, without limitation, changes (i) granting to
the New Trustee state and local remedies available to the New Trustee in each
such jurisdiction and (ii) modifying the form of mortgage attached hereto as
Exhibit E to create with respect to each Mortgaged Property one mortgage as a
first priority Lien securing the First Priority Secured Obligations (as defined
in the Security Agreement) and a second mortgage as a second priority Lien
securing the Other Secured Obligations (as defined in the Security Agreement)).

          "Multicurrency Reference Lenders":  Chase, [Fleet Boston National Bank
           -------------------------------
N.A.] and Credit Lyonnais Chicago Branch.

          "Multicurrency Revolving Credit Borrowing":  a borrowing comprised of
           ----------------------------------------
Multicurrency Revolving Credit Loans.

          "Multicurrency Revolving Credit Commitment":  with respect to any
           -----------------------------------------
Lender at any time, the commitment (if any) of such Lender to make Loans
pursuant to Section 4.1.  The amount of each Lender's Multicurrency Revolving
Credit Commitment is the amount set forth opposite such Lender's name in
Schedule I under the caption "Multicurrency Revolving Credit Commitment", as
such amount may be changed from time to time pursuant to this Agreement.  The
Multicurrency Revolving Credit Commitment of each Lender shall always be
expressed in Dollars.

          "Multicurrency Revolving Credit Exposure":  with respect to any
           ---------------------------------------
Multicurrency Revolving Credit Lender at any time, the Assigned Dollar Value at
such time of all outstanding Multicurrency Revolving Credit Loans of such
Lender.

          "Multicurrency Revolving Credit Facility":  as defined in the
           ---------------------------------------
definition of "Facility".

          "Multicurrency Revolving Credit Lender":  a Lender with a
           -------------------------------------
Multicurrency Revolving Credit Commitment or holding Multicurrency Revolving
Credit Loans.

          "Multicurrency Revolving Credit Loan":  as defined in Section 4.1(a).
           -----------------------------------

          "Multicurrency Revolving Credit Percentage":  as to any Multicurrency
           -----------------------------------------
Revolving Credit Lender at any time, the percentage which such Lender's
Multicurrency Revolving Credit Commitment then constitutes of the Total
Multicurrency Revolving Credit Commitments (or, at any time after the
Multicurrency Revolving Credit Commitments shall have expired or terminated, the
percentage which the aggregate principal amount of such Lender's Multicurrency
Revolving Credit Loans then outstanding constitutes of the aggregate principal
amount of the Multicurrency Revolving Credit Loans then outstanding).

          "Multiemployer Plan":  a Plan which is a multiemployer plan as defined
           ------------------
in Section 4001(a)(3) of ERISA or any successor statute.

          "National Currency Unit":  the unit of currency (other than a euro
           ----------------------
unit) of a Participating Member State.
<PAGE>

          "Net Cash Proceeds":  (a) in connection with any Asset Sale or any
           -----------------
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received) of such Asset Sale or
Recovery Event, net of attorneys' fees, accountants' fees, brokerage fees or
commissions, investment banking fees, amounts required to be applied to the
repayment of Indebtedness secured by a Lien expressly permitted hereunder on any
asset that is the subject of such Asset Sale or Recovery Event (other than any
Lien pursuant to a Security Document) and other customary fees and expenses
actually incurred in connection therewith and net of taxes paid or reasonably
estimated to be payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements) and net of
appropriate amounts set up as a reserve against liabilities associated with the
assets or business so disposed of and retained by the selling entity after such
Asset Sale, as reasonably determined by the Company, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters, liabilities related to post-closing purchase
price adjustments and liabilities related to any other indemnification
obligation associated with the assets or business so disposed of, provided, that
upon any termination of such reserve, all amounts not paid-out in connection
therewith shall be deemed to be "Net Cash Proceeds" of such Asset Sale, and (b)
in connection with any incurrence of Indebtedness, the cash proceeds received
from such incurrence, net of attorneys' fees, investment banking fees,
accountants' fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith.

          "Netherlands BV I":   Federal-Mogul Holdings B.V., a Netherlands
           ----------------
corporation.

          "Netherlands BV II":  Federal-Mogul Global B.V., a Netherlands
           -----------------
corporation.

          "Netherlands BV III": Federal-Mogul Investments B.V., a Netherlands
           ------------------
corporation.

          "Netherlands BV IV":  Federal-Mogul Growth B.V., a Netherlands
           -----------------
corporation.

          "New Trust Agreement":  the Trust Agreement, substantially in the form
           -------------------
of Exhibit F-3, to be executed and delivered in connection with the Restatement
Effective Date.

          "New Trustee":  Wilmington Trust Company, as trustee under the New
           -----------
Trust Agreement.

          "Non-Excluded Taxes":  as defined in Section 7.11(a).
           ------------------

          "Notes":  the collective reference to any promissory note evidencing
           -----
Loans.

          "Obligations":  the collective reference to the unpaid principal of
           -----------
and interest on the Loans and all other obligations and liabilities of each
Foreign Subsidiary Borrower to the Administrative Agent or any Lender (or, in
the case of any Existing Hedge Agreement or Specified Hedge Agreement, any
Lender Affiliate) (including, without limitation, interest accruing at the then
applicable rate provided in this Agreement or any other applicable Loan Document
after the maturity of the Loans and Reimbursement Obligations and interest
accruing at the then applicable rate provided in this Agreement or any other
applicable Loan Document
<PAGE>

after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the Company, any L/C
Subsidiary or any Foreign Subsidiary Borrower, whether or not a claim for post-
filing or post-petition interest is allowed in such proceeding), whether direct
or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, the Notes, the Letters of Credit, the other Loan Documents, any
Existing Hedge Agreement or Specified Hedge Agreement (to the extent provided in
the Trust Agreement), or any other document made, delivered or given in
connection therewith, and all obligations of each Foreign Subsidiary Borrower in
respect of Cash Management Obligations, in each case whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to the Administrative Agent or to the Lenders that are required to be
paid by any Borrower pursuant to the terms of this Agreement or any other Loan
Document).

          "Other Permitted Obligations":  the sum, without duplication of, (i)
           ---------------------------
the aggregate outstanding principal amount of Indebtedness permitted by Section
11.5(h), (ii) the aggregate outstanding principal amount of all obligations
guaranteed pursuant to Section 11.6(i), and (iii) the aggregate attributable
debt (determined in accordance with GAAP) of all sale and leaseback transactions
consummated pursuant to clause (ii) of the proviso to Section 11.13.

          "Participants":  as defined in Section 15.6(b).
           ------------

          "Participating Member State":  any member state which has the euro as
           --------------------------
its lawful currency.

          "PBGC":  the Pension Benefit Guaranty Corporation established pursuant
           ----
to Subtitle A of Title IV of ERISA or any successor corporation.

          "Person":  an individual, partnership, corporation, business trust,
           ------
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

          "Plan":  at a particular time, any employee benefit plan which is
           ----
covered by ERISA and in respect of which the Company or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Pledge Agreements":  the collective reference to (i) the Domestic
           -----------------
Pledge Agreement, (ii) the Pledge Agreements described on Annex I to each of the
Trust Agreements and (iii) other pledge agreements in form and substance
reasonably satisfactory to the Administrative Agent pursuant to which shares of
Subsidiaries may be pledged from time to time, in each case, as the same may be
amended, supplemented or otherwise modified.

          "Pledged Stock":  the Capital Stock pledged pursuant to a Pledge
           -------------
Agreement.

          "Pricing Grid":  the pricing grid attached hereto as Annex A.
           ------------

          "Prime Rate":  the rate of interest per annum publicly announced from
           ----------
time to time by Chase as its prime rate in effect at its principal office in New
York City (each change in the Prime Rate to be effective on the date such change
is publicly announced).  The Prime Rate
<PAGE>

is not intended to be the lowest rate of interest charged by Chase in connection
with extensions of credit to debtors.

          "Prohibited Transaction":  any "prohibited transaction" as defined in
           ----------------------
Section 406 of ERISA or Section 4975 of the Code.

          "Properties":  as defined in Section 8.16(a).
           ----------

          "Property":  any right or interest in or to property of any kind
           --------
whatsoever, whether real, personal or mixed and whether tangible or intangible,
including without limitation, Capital Stock.

          "Purchase Agreement":  the Fifth Amended and Restated Receivable
           ------------------
Interest Purchase Agreement, dated as of December 27, 2000, among the
Receivables Subsidiary, as the seller, the Company, as the servicer, Blue Ridge
and Falcon, as purchasers, the financial institutions from time to time party
thereto, as investors, Bank One, NA, as the administrative agent and as agent
for Falcon, and Wachovia Bank, N.A., as agent for Blue Ridge, as amended,
modified, supplemented or amended and restated from time to time.

          "Receivables Subsidiary":  Federal-Mogul Funding Corporation, a
           ----------------------
Michigan corporation.

          "Recovery Event":  any settlement of or payment in respect of, or any
           --------------
casualty insurance claim or any condemnation proceeding relating to, any
property, the Disposition of which would constitute an Asset Sale, in each case
that yields Net Cash Proceeds to the Company or any Subsidiary in excess of
$500,000.

          "Register":  as defined in Section 15.6(d).
           --------

          "Reimbursement Obligation":  the obligation of the Company and, if a
           ------------------------
joint account party on the relevant Letter of Credit, the relevant L/C
Subsidiary, jointly and severally, to reimburse the relevant Issuing Lender
pursuant to Section 6.5 for amounts drawn under one or more Letters of Credit.

          "Reinvestment Deferred Amount":  with respect to any Reinvestment
           ----------------------------
Event, the difference between (i) the aggregate Net Cash Proceeds received by
the Company or any Subsidiary in connection therewith and (ii) the amount of
such Net Cash Proceeds which are required to be applied to the reduction of the
Revolving Credit Commitments and the prepayment of the Term Loans pursuant to
Section 7.4(d)(i) (without giving effect to the proviso thereto), to the extent
such difference is not applied to reduce the Revolving Credit Commitments or
prepay the Term Loans pursuant to Section 7.4(d)(i).

          "Reinvestment Event":  any Asset Sale or Recovery Event in respect of
           ------------------
which the Company has delivered or intends to deliver a Reinvestment Notice.

          "Reinvestment Notice":  for any period, a written notice executed by a
           -------------------
Responsible Officer of the Company describing the use or intended use of all or
a specified portion (to the extent permitted in this Agreement) of the Net Cash
Proceeds of Asset Sales or Recovery Events that have occurred during such period
to acquire or repair assets useful in the business of the Company and its
Subsidiaries.
<PAGE>

          "Reinvestment Prepayment Amount":  with respect to any Reinvestment
           ------------------------------
Event, the Reinvestment Deferred Amount relating thereto less any amount
expended prior to the relevant Reinvestment Prepayment Date to acquire or repair
assets useful in the business of the Company and its Subsidiaries.

          "Reinvestment Prepayment Date":  with respect to any Reinvestment
           ----------------------------
Event, the earlier of (a) the date occurring eighteen months after such
Reinvestment Event and (b) the date on which the Company shall have determined
not to, or shall have otherwise ceased to, acquire or repair assets useful in
the business of the Company and its Subsidiaries with all or any portion of the
relevant Reinvestment Deferred Amount.

          "Reorganization":  with respect to any Multiemployer Plan, the
           --------------
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

          "Replacement Lender":  a bank or financial institution (other than a
           ------------------
Subsidiary of the Company) acceptable to the Administrative Agent and the
Company.

          "Reportable Event":  any of the events set forth in Section 4043(b) of
           ----------------
ERISA or the regulations thereunder.

          "Required Lenders":  the holders of more than 50% of the sum of (a)
           ----------------
the aggregate unpaid principal amount of the Term Loans, Additional US$
Revolving Credit Loans, Multicurrency Revolving Credit Loans, US$ Revolving
Extensions of Credit and Supplemental Revolving Extensions of Credit and (b) the
unutilized Additional US$ Revolving Credit Commitments, Multicurrency Revolving
Credit Commitments, US$ Revolving Credit Commitments and Supplemental Revolving
Credit Commitments; provided, that, for purposes of approving any amendment,
                    --------
waiver or other modification to Section 10.13 or Section 11.19, the Required
Lenders shall be the Supermajority Lenders.

          "Requirement of Law":  as to any Person, the certificate of
           ------------------
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

          "Reset Date":  as defined in Section 4.3(b).
           ----------

          "Responsible Officer":  (i) as to the Company, the chief executive
           -------------------
officer, the president, the chief financial officer, the treasurer, any
assistant treasurer or the controller of the Company and (ii) as to any other
Borrower, those of its officers or representatives whose signatures and
incumbency shall have been certified to the Administrative Agent and the Lenders
pursuant to Section 9.1(c) or 9.2(e).

          "Restatement Effective Date":  the date, on or before December 31,
           --------------------------
2000, on which the conditions precedent set forth in Section 9.1 are satisfied
or waived in accordance with this Agreement.

          "Revolving Credit Commitments":  the collective reference to the US$
           ----------------------------
Revolving Credit Commitments, the Additional US$ Revolving Credit Commitments,
the Multicurrency Revolving Credit Commitments and the Supplemental Revolving
Credit Commitments.  The
<PAGE>

original aggregate amount of the Revolving Credit Commitments (excluding the
Supplemental Revolving Credit Commitments) as of the Restatement Effective Date
is $1,000,000,000.

          "Revolving Credit Commitment Period":  the period from and including
           ----------------------------------
the Restatement Effective Date to but not including the Revolving Credit
Termination Date, or such earlier date on which the Revolving Credit Loans shall
terminate as provided herein.

          "Revolving Credit Facilities":  the collective reference to the US$
           ---------------------------
Revolving Credit Facility, the Multicurrency Revolving Credit Facility, the
Additional US$ Revolving Credit Facility and the Supplemental Revolving Credit
Facility.

          "Revolving Credit Lender":  each Lender which has a Revolving Credit
           -----------------------
Commitment or which has made Revolving Credit Loans.

          "Revolving Credit Loans":  the collective reference to US$ Revolving
           ----------------------
Credit Loans, Multicurrency Revolving Credit Loans, Additional US$ Revolving
Credit Loans and Supplemental Revolving Credit Loans.

          "Revolving Credit Termination Date":  February 24, 2004.
           ---------------------------------

          "S&P":  Standard & Poor's Ratings Service.
           ---

          "Secured Obligations":  as defined in each Security Document, as
           -------------------
applicable.

          "Security Agreement":  the Security Agreement, substantially in the
           ------------------
form of Exhibit D, to be executed by the Company and each Domestic Subsidiary
(other than the Receivables Subsidiary, any Shell Subsidiary and any Excluded
Joint Venture).

          "Security Documents":  the collective reference to the Pledge
           ------------------
Agreements, the Trust Agreement, the Security Agreement, the Mortgages and all
other security documents hereafter delivered to the Administrative Agent (or the
Trustee, as the case may be) granting a Lien on any Property of any Person to
secure the obligations and liabilities of any Loan Party under any Loan Document
and the other classes of obligations secured under the Security Documents.

          "Shell Subsidiaries":  any Subsidiary of the Company that is a "shell"
           ------------------
company having (a) assets (either directly or through any Subsidiary or other
Capital Stock) with an aggregate value not exceeding $100,001 and (b) no
operations.  The Shell Subsidiaries as of the Restatement Effective Date are
listed under the heading "Shell Subsidiaries" in Schedule V.

          "Significant Subsidiary":  any Subsidiary other than an Insignificant
           ----------------------
Subsidiary.

          "Single Employer Plan":  any Plan which is covered by Title IV of
           --------------------
ERISA, but which is not a Multiemployer Plan.

          "Solvent":  when used with respect to any Person, means that, as of
           -------
any date of determination, (a) the amount of the "present fair saleable value"
of the assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
<PAGE>

saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

          "Special Purpose Subsidiaries":  the collective reference to U.S.
           ----------------------------
Finance Subsidiary I, U.S. Finance Subsidiary II, U.S. Finance Subsidiary III,
Netherlands BV I, Netherlands BV II, Netherlands BV III, Netherlands BV IV, U.K.
Acquisition I and U.K. Acquisition II.

          "Specified Hedge Agreement":  each Hedge Agreement (a) entered into by
           -------------------------
the Company or any Domestic Subsidiary of the Company and any Lender or Lender
Affiliate after the date of this Agreement and (b) that has been designated by
the relevant Lender and the Company as a Specified Hedge Agreement in accordance
with Section 15.19.  The designation of any Hedge Agreement as a Specified Hedge
Agreement shall not create in favor of such Lender or Lender Affiliate any
rights in connection with the management or release of any Collateral or of the
obligations of any Loan Party under any Subsidiary Guarantee or under any
Security Document.

          "Spot Exchange Rate": with respect to any Available Foreign Currency,
           ------------------
at any date of determination thereof, the spot rate of exchange in London that
appears on the display page applicable to such Available Foreign Currency on the
Reuters System (or such other page as may replace such page on such service for
the purpose of displaying the spot rate of exchange in London) for the
conversion of such Available Foreign Currency into Dollars; provided that if
                                                            --------
there shall at any time no longer exist such a page on such service, the spot
rate of exchange shall be determined by reference to another similar rate
publishing service selected by the Administrative Agent and if no such similar
rate publishing service is available, by reference to the published rate of the
Administrative Agent in effect at such date for similar commercial transactions.

          "Subordinated Debt":  the collective reference to (a) the subordinated
           -----------------
debentures issued under the Indenture between the Company, as issuer, and The
Bank of New York, as trustee, dated as of December 1, 1997, together with the
First Supplemental Indenture thereto, dated as of December 1, 1997, as the same
may be amended, supplemented or otherwise modified from time to time, and (b)
other unsecured Indebtedness of the Company having a final maturity date at
least 91 days after the final maturity date of the Tranche B Term Loans and a
weighted average life at least as long as the weighted average life of the
Tranche B Term Loans, and having subordination terms acceptable to the
Administrative Agent, acting reasonably.

          "Subsequent Participant":  any member state that adopts the euro as
           ----------------------
its lawful currency after January 1, 1999.
<PAGE>

          "Subsidiary":  at any particular time, any Person which could be
           ----------
included as a consolidated subsidiary of the Company in the financial statements
prepared and filed with the Company's annual reports on Form 10-K under the
Securities Exchange Act of 1934, as amended, if such financial statements were
prepared at, and as of, such time.  Unless otherwise qualified, all references
to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Company.

          "Subsidiary Guarantees":  the collective reference to the Domestic
           ---------------------
Subsidiary Guarantee and the U.K. Acquisition I Guarantee, and any other
guarantee by a Subsidiary of the Indebtedness and obligations of the Borrowers
hereunder that may be executed and delivered to the Administrative Agent
hereunder.

          "Supermajority Lenders":  the holders of 75% or more of the sum of (a)
           ---------------------
the aggregate unpaid principal amount of the Term Loans, Additional US$
Revolving Credit Loans, Multicurrency Revolving Credit Loans, US$ Revolving
Extensions of Credit and Supplemental Revolving Extensions of Credit and (b) the
unutilized Additional US$ Revolving Credit Commitments, Multicurrency Revolving
Credit Commitments, US$ Revolving Credit Commitments and Supplemental Revolving
Credit Commitments.




          "Supplemental L/C Obligations":  at any time, an amount equal to the
           ----------------------------
sum of (a) the aggregate then undrawn and unexpired amount of the then
outstanding Supplemental Letters of Credit and (b) the aggregate amount of
drawings under Supplemental Letters of Credit that have not then been reimbursed
pursuant to Section 6.5.

          "Supplemental L/C Participants": the collective reference to all the
           -----------------------------
Supplemental Revolving Credit Lenders other than the relevant Issuing Lender.

          "Supplemental Letters of Credit":  as defined in Section 6.1(a).
           ------------------------------

          "Supplemental Revolving Credit Borrowing":  a borrowing comprised of
           ---------------------------------------
Supplemental Revolving Credit Loans.

          "Supplemental Revolving Credit Commitment":  with respect to any
           ----------------------------------------
Lender, the commitment (if any) of such Lender to make Supplemental Revolving
Credit Loans pursuant to Section 5.1, and to acquire participations in
Supplemental Letters of Credit pursuant to Section 6.4.  The amount of each
Lender's Supplemental Revolving Credit Commitment is the amount set forth
opposite such Lender's name in Schedule I under the caption "Supplemental
Revolving Credit Commitment", as such amount may be changed from time to time
pursuant to this Agreement.  The original aggregate amount of the Supplemental
Revolving Credit Commitments is $200,000,000.

          "Supplemental Revolving Credit Facility":  as defined in the
           --------------------------------------
definition of "Facility".
<PAGE>

          "Supplemental Revolving Credit Lender":  a Lender with a Supplemental
           ------------------------------------
Revolving Credit Commitment or holding Supplemental Revolving Credit Loans or
participating interests in Supplemental Letters of Credit.

          "Supplemental Revolving Credit Loan":  as defined in Section 5.1(a).
           ----------------------------------

          "Supplemental Revolving Credit Note":  as defined in Section 5.2(e).
           ----------------------------------

          "Supplemental Revolving Credit Percentage":  as to any Supplemental
           ----------------------------------------
Revolving Credit Lender at any time, the percentage which such Lender's
Supplemental Revolving Credit Commitment then constitutes of the Total
Supplemental Revolving Credit Commitments or, at any time after the Supplemental
Revolving Credit Commitments shall have expired or terminated, the percentage
which the aggregate principal amount of such Lender's Supplemental Revolving
Credit Loans then outstanding constitutes of the aggregate principal amount of
the Supplemental Revolving Credit Loans then outstanding, provided, that, in the
                                                          --------
event that the Supplemental Revolving Credit Loans are paid in full prior to the
reduction to zero of the total Supplemental Revolving Extensions of Credit, the
Supplemental Revolving Credit Percentages shall be determined in a manner
designed to ensure that the other outstanding Supplemental Revolving Extensions
of Credit shall be held by the Supplemental Revolving Credit Lenders on a
comparable basis.

          "Supplemental Revolving Extensions of Credit":  as to any Supplemental
           -------------------------------------------
Revolving Credit Lender at any time, an amount equal to the sum of (a) the
aggregate principal amount of all Supplemental Revolving Credit Loans made by
such Lender then outstanding and (b) such Lender's Supplemental Revolving Credit
Percentage of the Supplemental L/C Obligations then outstanding.

          "Surety Bonds": the collective reference to the Surety Bonds described
           ------------
on Schedule IX.

          "Swing Line Commitment":  as to the Swing Line Lenders, in their
           ---------------------
respective capacities as Swing Line Lenders, their obligation to make Swing Line
Loans to the Company in an aggregate principal amount not to exceed for all
Swing Line Lenders at any one time outstanding $100,000,000.

          "Swing Line Lenders":  the collective reference to Chase and Bank One,
           ------------------
NA, in their respective capacities as providers of the Swing Line Loans.

          "Swing Line Loan":  as defined in Section 2.5.
           ---------------

          "Swing Line Loans": as defined in Section 2.5.
           ----------------

          "Target Operating Day":  any day that is not (a) a Saturday or Sunday,
           --------------------
(b) Christmas Day or New Year's Day or (c) any other day on which the Trans-
European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative Agent).

          "T & N":  T & N Ltd., a company organized under the laws of England.
           -----
<PAGE>

          "Term Loan Lenders":  the collective reference to the Tranche A Term
           -----------------
Loan Lenders, the Tranche B Term Loan Lenders and the Tranche C Term Loan
Lenders.

          "Term Loans":  the collective reference to the Tranche A Term Loans,
           ----------
the Tranche B Term Loans and the Tranche C Term Loans.

          "Total Multicurrency Revolving Credit Commitments":  at any time, the
           ------------------------------------------------
aggregate amount of the Multicurrency Revolving Credit Commitments, as in effect
at such time.  The amount of the Total Multicurrency Revolving Credit
Commitments on the Restatement Effective Date is $125,000,000.

          "Term Note":  as defined in Section 3.2(h).
           ---------

          "Total Supplemental Revolving Credit Commitments":  at any time, the
           -----------------------------------------------
aggregate amount of the Supplemental Revolving Credit Commitments of all
Lenders, as in effect at such time.

          "Total US$ Revolving Credit Commitments":  at any time, the aggregate
           --------------------------------------
amount of the US$ Revolving Credit Commitments, as in effect at such time.  The
amount of the Total US$ Revolving Credit Commitments on the Restatement
Effective Date is $875,000,000.

          "Tranche":  the collective reference to Eurodollar Loans or
           -------
Multicurrency Revolving Credit Loans of any Class the then current Interest
Periods with respect to all of which begin on the same date and end on the same
later date (whether or not such Loans shall originally have been made on the
same day).

          "Tranche A Term Loans":  as defined in Section 3.1.
           --------------------

          "Tranche A Term Loan Exposure":  as to any Tranche A Term Loan Lender
           ----------------------------
at any time, the aggregate outstanding principal amount of the Tranche A Term
Loans of such Tranche A Term Loan Lender at such time.

          "Tranche A Term Loan Lender":  each Lender which has made a Tranche A
           --------------------------
Term Loan.

          "Tranche A Term Loan Percentage":  as to any Tranche A Term Loan
           ------------------------------
Lender at any time, the percentage which such Lender's Tranche A Term Loan
Exposure then constitutes of the aggregate Tranche A Term Loan Exposures.

          "Tranche B Term Loans":  as defined in Section 3.1.
           --------------------

          "Tranche B Term Loan Exposure":  as to any Tranche B Term Loan Lender
           ----------------------------
at any time, the aggregate outstanding principal amount of the Tranche B Term
Loans of such Tranche B Term Loan Lender at such time.

          "Tranche B Term Loan Lender":  each Lender which has made a Tranche B
           --------------------------
Term Loan.
<PAGE>

          "Tranche B Term Loan Percentage":  as to any Tranche B Term Loan
           ------------------------------
Lender at any time, the percentage which such Lender's Tranche B Term Loan
Exposure then constitutes of the aggregate Tranche B Term Loan Exposures.

          "Tranche C Term Loans":  as defined in Section 3.1.
           --------------------

          "Tranche C Term Loan Commitment":  as to any Lender, the obligation of
           ------------------------------
such Lender, if any, to make a Tranche C Term Loan to the Company hereunder in a
principal amount not to exceed the amount set forth under the heading "Tranche C
Term Loan Commitment" opposite such Lender's name on Schedule I.  The original
aggregate amount of the Tranche C Term Loan Commitments is $150,000,000.

          "Tranche C Term Loan Exposure":  as to any Tranche C Term Loan Lender
           ----------------------------
at any time, the aggregate outstanding principal amount of the Tranche C Term
Loans of such Tranche C Term Loan Lender at such time.

          "Tranche C Term Loan Lender":  each Lender which has a Tranche C Term
           --------------------------
Loan Commitment or which has made a Tranche C Term Loan.

          "Tranche C Term Loan Percentage":  as to any Tranche C Term Loan
           ------------------------------
Lender at any time, the percentage which such Lender's Tranche C Term Loan
Exposure then constitutes of the aggregate Tranche C Term Loan Exposures.

          "Transferee":  as defined in Section 15.6(f).
           ----------

          "Treaty on European Union":  the Treaty of Rome of March 25, 1957, as
           ------------------------
amended by the Single European Act 1986 and the Maastricht Treaty (which was
signed at Maastricht on February 7, 1992, and came into force on November 1,
1993), as amended from time to time.

          "Trust Agreement":  each of (or, where the context requires, all of):
           ---------------
(i) the Second Amended and Restated Trust Agreement among the Company, certain
Subsidiaries of the Company and First Union National Bank, as Trustee,
substantially in the form of Exhibit F-1, (ii) the Second Amended and Restated
Trust Agreement among the Company, certain Subsidiaries of the Company, and ABN
AMRO Trust Company (Jersey) Limited, as Trustee, substantially in the form of
Exhibit F-2, and (iii) the New Trust Agreement, in each case as amended, amended
and restated, supplemented or otherwise modified from time to time.

          "Trustee":  each of (or, where the context requires, all of): (i) ABN
           -------
AMRO Trust Company (Jersey) Limited, (ii) First Union National Bank, and (iii)
Wilmington Trust Company, in its respective capacity as Trustee under a Trust
Agreement.

          "Type":  as to any Revolving Credit Loan or Term Loan, its nature as a
           ----
Base Rate Loan or a Eurodollar Loan.

          "U.K. Acquisition I":  F-M UK Holding Limited, a company organized
           ------------------
under the laws of England.
<PAGE>

          "U.K. Acquisition I Guarantee":  the Guarantee to be executed and
           ----------------------------
delivered by U.K. Acquisition I in favor of the Administrative Agent, as
amended, amended and restated, supplemented or otherwise modified from time to
time.

          "U.K. Acquisition II":  Federal-Mogul Global Growth Limited, a company
           -------------------
organized under the laws of England.

          "US$ L/C Obligations":  at any time, an amount equal to the sum of (a)
           -------------------
the aggregate then undrawn and unexpired amount of the then outstanding US$
Letters of Credit and (b) the aggregate amount of drawings under US$ Letters of
Credit that have not then been reimbursed pursuant to Section 6.5.

          "US$ L/C Participants":  the collective reference to all the US$
           --------------------
Revolving Credit Lenders other than the relevant Issuing Lender.

          "US$ Letters of Credit":  as defined in Section 6.1(a).
           ---------------------

          "US$ Revolving Credit Borrowing":  a borrowing comprised of US$
           ------------------------------
Revolving Credit Loans.

          "US$ Revolving Credit Commitment":  with respect to any Lender, the
           -------------------------------
commitment (if any) of such Lender to make US$ Revolving Credit Loans pursuant
to Section 2.1, and to acquire participations in Swing Line Loans pursuant to
Section 2.9 and US$ Letters of Credit pursuant to Section 6.4.  The amount of
each Lender's US$ Revolving Credit Commitment is the amount set forth opposite
such Lender's name in Schedule I under the caption "US$ Revolving Credit
Commitment", as such amount may be changed from time to time pursuant to this
Agreement.

          "US$ Revolving Credit Facility":  as defined in the definition of
           -----------------------------
"Facility".

          "US$ Revolving Credit Lender":  a Lender with a US$ Revolving Credit
           ---------------------------
Commitment or holding US$ Revolving Credit Loans or participating interests in
Swing Line Loans.

          "US$ Revolving Credit Loan":  as defined in Section 2.1(a).
           -------------------------

          "US$ Revolving Credit Note":  as defined in Section 2.2(e).
           -------------------------

          "US$ Revolving Credit Percentage":  as to any US$ Revolving Credit
           -------------------------------
Lender at any time, the percentage which such Lender's US$ Revolving Credit
Commitment then constitutes of the Total US$ Revolving Credit Commitments or, at
any time after the US$ Revolving Credit Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such Lender's
US$ Revolving Credit Loans then outstanding constitutes of the aggregate
principal amount of the US$ Revolving Credit Loans then outstanding, provided,
                                                                     --------
that, in the event that the US$ Revolving Credit Loans are paid in full prior to
the reduction to zero of the total US$ Revolving Extensions of Credit, the US$
Revolving Credit Percentages shall be determined in a manner designed to ensure
that the other outstanding US$ Revolving Extensions of Credit shall be held by
the US$ Revolving Credit Lenders on a comparable basis.
<PAGE>

          "US$ Revolving Extensions of Credit":  as to any US$ Revolving Credit
           ----------------------------------
Lender at any time, an amount equal to the sum of (a) the aggregate principal
amount of all US$ Revolving Credit Loans made by such Lender then outstanding,
(b) such Lender's US$ Revolving Credit Percentage of the aggregate principal
amount of Swing Line Loans then outstanding and (c) such Lender's US$ Revolving
Credit Percentage of the US$ L/C Obligations then outstanding.

          "U.S. Finance Subsidiary I":  Federal-Mogul Dutch Holdings Inc., a
           -------------------------
Delaware corporation.

          "U.S. Finance Subsidiary II":  Federal-Mogul Global Inc., a Delaware
           --------------------------
corporation.

          "U.S. Finance Subsidiary III":  Federal-Mogul U.K. Holdings Inc., a
           ---------------------------
Delaware corporation.

          "Wholly Owned Subsidiary":  as to any Person, any other Person all of
           -----------------------
the Capital Stock of which (other than directors' qualifying shares required by
law) is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.

          SECTION 1.2. Other Definitional Provisions. (a) Unless otherwise
          ------------------------------------------
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the Notes, the other Loan Documents or any certificate or
other document made or delivered pursuant hereto.

          (b)  As used herein and in the Notes and any other Loan Document, and
     any certificate or other document made or delivered pursuant hereto or
     thereto, accounting terms relating to the Company and its Subsidiaries not
     defined in Section 1.1 and accounting terms partly defined in Section 1.1,
     to the extent not defined, shall have the respective meanings given to them
     under GAAP.

          (c)  The words "hereof", "herein" and "hereunder" and words of similar
     import when used in this Agreement shall refer to this Agreement as a whole
     and not to any particular provision of this Agreement, and Section,
     subsection, Schedule and Exhibit references are to this Agreement unless
     otherwise specified.

          (d)  The meanings given to terms defined herein shall be equally
     applicable to both the singular and plural forms of such terms.

          ARTICLE II  AMOUNT AND TERMS OF US$ REVOLVING CREDIT COMMITMENTS
                      ----------------------------------------------------
                              AND SWING LINE COMMITMENT
                              -------------------------

          SECTION 2.1. US$ Revolving Credit Commitments. (a) Pursuant to Section
          ---------------------------------------------
2.1 of the Existing Credit Agreement, the US$ Revolving Credit Lenders have made
revolving credit loans in Dollars to the Company ("Existing US$ Revolving Credit
                                                   -----------------------------
Loans"), and on the date of this Agreement, Existing US$ Revolving Credit Loans
-----
in an aggregate principal amount equal to $734,500,000 are outstanding. Each US$
Revolving Credit Lender severally agrees, in consideration of the Collateral to
be granted as provided herein and subject to the terms and conditions hereof, to
make additional revolving credit loans in Dollars ("New US$ Revolving Credit
                                                    ------------------------
Loans"; together with the Existing US$ Revolving Credit Loans, the "US$
-----                                                               ---
Revolving
---------
<PAGE>

Credit Loans") to the Company from time to time during the Revolving Credit
------------
Commitment Period, subject to the terms and conditions hereof, in an aggregate
principal amount at any one time outstanding which, when added to (i) such
Lender's Existing US$ Revolving Credit Loans, (ii) such Lender's US$ Revolving
Credit Percentage of the aggregate principal amount of the Swing Line Loans then
outstanding (after giving effect to the use of proceeds of such US$ Revolving
Credit Loans) and (iii) such Lender's US$ Revolving Credit Percentage of the US$
L/C Obligations then outstanding, does not exceed the amount of such Lender's
US$ Revolving Credit Commitment. During the Revolving Credit Commitment Period
the Company may use the US$ Revolving Credit Commitments by borrowing, prepaying
the US$ Revolving Credit Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof.

          (b)  The US$ Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) Base Rate Loans or (iii) a combination thereof, as
determined by the Company and notified to the Administrative Agent in accordance
with Sections 2.3 and 7.2, provided that no US$ Revolving Credit Loan shall be
                           --------
made as a Eurodollar Loan after the day that is one month prior to the Revolving
Credit Termination Date.

          SECTION 2.2.    Repayment of US$ Revolving Credit Loans; Evidence of
          --------------------------------------------------------------------
Debt. (a)  The Company hereby unconditionally promises to pay to the
----
Administrative Agent for the account of each US$ Revolving Credit Lender the
then unpaid principal amount of each US$ Revolving Credit Loan of such US$
Revolving Credit Lender on the Revolving Credit Termination Date and on such
other dates and in such other amounts as may be required from time to time
pursuant to this Agreement. The Company hereby further agrees to pay interest on
the unpaid principal amount of the US$ Revolving Credit Loans from time to time
outstanding until payment thereof in full at the rates per annum, and on the
dates, set forth in Section 7.1.

      (b)  Each US$ Revolving Credit Lender shall maintain in accordance with
its usual practice an account or accounts evidencing indebtedness of the Company
to such US$ Revolving Credit Lender resulting from each US$ Revolving Credit
Loan of such US$ Revolving Credit Lender from time to time, including the
amounts of principal and interest payable thereon and paid to such US$ Revolving
Credit Lender from time to time under this Agreement.

      (c)  The Administrative Agent shall maintain the Register pursuant to
Section 15.6(d), and a subaccount therein for each US$ Revolving Credit Lender,
in which Register and subaccounts shall be recorded (i) the amount of each US$
Revolving Credit Loan made hereunder, the Type thereof and each Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Company to each US$ Revolving Credit
Lender hereunder in respect of the US$ Revolving Credit Loans and (iii) both the
amount of any sum received by the Administrative Agent hereunder from the
Company in respect of the US$ Revolving Credit Loans and each US$ Revolving
Credit Lender's share thereof.

      (d)  The entries made in the Register and the accounts of each US$
Revolving Credit Lender maintained pursuant to Section 2.2(b) shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
                                       ----- -----
amounts of the obligations of the Company therein recorded; provided, however,
                                                            --------  -------
that the failure of any US$ Revolving Credit Lender or the Administrative Agent
to maintain the Register or any such account, or any error therein, shall not
<PAGE>

in any manner affect the obligation of the Company to repay (with applicable
interest) the US$ Revolving Credit Loans made to the Company by such US$
Revolving Credit Lender in accordance with the terms of this Agreement.

          (e)  The Company agrees that, upon the request to the Administrative
Agent by any US$ Revolving Credit Lender, the Company will execute and deliver
to such US$ Revolving Credit Lender a promissory note of the Company evidencing
the US$ Revolving Credit Loans of such US$ Revolving Credit Lender,
substantially in the form of Exhibit A-1 with appropriate insertions as to date
and principal amount (each, a "US$ Revolving Credit Note"); provided, that the
                               -------------------------    --------
delivery of such US$ Revolving Credit Notes shall not be a condition precedent
to the Restatement Effective Date.

          SECTION 2.3.    Procedure for US$ Revolving Credit Borrowing. The
          ------------------------------------------------------------
Company may borrow under the US$ Revolving Credit Commitments during the
Revolving Credit Commitment Period on any Business Day, provided that the
Company shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 10:00 A.M., New York City
time and must be promptly confirmed in writing by the Company, (a) three
Business Days prior to the requested Borrowing Date, if all or any part of the
requested US$ Revolving Credit Loans are to be initially Eurodollar Loans, or
(b) on the requested Borrowing Date, otherwise), specifying in each case (i) the
amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the
borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof
and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the
amount of such Type of Loan and the length of the initial Interest Periods
therefor. Each borrowing under the US$ Revolving Credit Commitments shall be in
an amount equal to (A) in the case of Base Rate Loans, $1,000,000 or a whole
multiple of $1,000,000 in excess thereof (or, if the then aggregate Available
US$ Revolving Credit Commitments are less than $1,000,000, such lesser amount)
and (B) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of
$1,000,000 in excess thereof. Upon receipt of any such notice from the Company,
the Administrative Agent shall promptly notify each US$ Revolving Credit Lender
thereof. Not later than 11:00 A.M., New York City time, on each requested
Borrowing Date each US$ Revolving Credit Lender shall make an amount equal to
its US$ Revolving Credit Percentage of the principal amount of the US$ Revolving
Credit Loans requested to be made on such Borrowing Date available to the
Administrative Agent at its New York office specified in Section 15.2 in Dollars
and in immediately available funds. The Administrative Agent shall on such date
credit the account of the Company on the books of such office with the aggregate
of the amounts made available to the Administrative Agent by the US$ Revolving
Credit Lenders and in like funds as received by the Administrative Agent.

          SECTION 2.4.    Termination or Reduction of US$ Revolving Credit
          ----------------------------------------------------------------
Commitments. The relevant Borrower shall have the right, upon not less than
-----------
three Business Days' notice to the Administrative Agent, to terminate the US$
Revolving Credit Commitments or, from time to time, to reduce the amount of the
US$ Revolving Credit Commitments or the Multicurrency Revolving Credit
Commitments; provided that no such termination or reduction of such Revolving
             --------
Credit Commitments shall be permitted if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, (i) the aggregate
US$ Revolving Extensions of Credit would exceed the Total US$ Revolving Credit
Commitments then in effect, (ii) the Aggregate Multicurrency Revolving Credit
Exposure would exceed the Total Multicurrency Revolving Credit Commitments then
in effect or (iii) any Supplemental Revolving Credit Commitments are outstanding
at such time.  Any such reduction shall be in an
<PAGE>

amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof
and shall reduce permanently the relevant Revolving Credit Commitments then in
effect.

          SECTION 2.5.    Swing Line Commitments. Subject to the terms and
          --------------------------------------
conditions hereof, each Swing Line Lender agrees to make swing line loans
(individually, a "Swing Line Loan"; collectively, the "Swing Line Loans") in
                  ---------------                      ----------------
Dollars to the Company under the US$ Revolving Credit Commitments from time to
time during the Revolving Credit Commitment Period in an aggregate principal
amount at any one time outstanding which, together with the aggregate
outstanding principal amount of Swing Line Loans made by all other Swing Line
Lenders, does not exceed the amount of the Swing Line Commitment, so long as
after giving effect thereto the aggregate amount of the Available US$ Revolving
Credit Commitments is greater than or equal to zero. Amounts borrowed by the
Company under this Section 2.5 may be repaid and, during the Revolving Credit
Commitment Period, reborrowed.

          SECTION 2.6.    Procedure for Swing Line Borrowings; Interest Rate.
          ------------------------------------------------------------------
(a) The Company shall give the relevant Swing Line Lender (with a copy to the
Administrative Agent and each other Swing Line Lender) irrevocable notice (which
notice must be received by such Swing Line Lender prior to 10:00 A.M., New York
City time on the requested Borrowing Date and must be promptly confirmed in
writing by the Company) specifying the amount of the requested Swing Line Loan,
which shall be in an aggregate principal amount of not less than $5,000,000 or a
whole multiple of $100,000 in excess thereof. Before making a Swing Line Loan
each Swing Line Lender will confirm with the Administrative Agent that such
Swing Line Loan will not exceed the limitations set forth in Section 2.5. The
proceeds of the requested Swing Line Loan will be made available by such Swing
Line Lender to the Company at the office of the Swing Line Lender by crediting
the account of the Company at such office with such proceeds in Dollars.

          (b)  All Swing Line Loans shall be either (i) Base Rate Loans bearing
interest at the same rate as Revolving Credit Loans which are Base Rate Loans
under the US$ Revolving Credit Facility (provided that Swing Line Loans in
                                         --------
respect of which participating interests are purchased by the Supplemental
Revolving Credit Lenders pursuant to Section 2.10(b) shall bear interest at the
same rate as Revolving Credit Loans which are Base Rate Loans under the
Supplemental Revolving Credit Facility) or (ii) bear interest at such rate as
shall be agreed from time to time by the Company and the relevant Swing Line
Lender. No Swing Line Loan may be converted into a Eurodollar Loan.

          SECTION 2.7.    Repayment of Swing Line Loans; Evidence of Debt. (a)
          ---------------------------------------------------------------
The Company hereby unconditionally promises to pay to each Swing Line Lender the
then unpaid principal amount of the Swing Line Loans made by such Swing Line
Lender on the Revolving Credit Termination Date and on such other dates and in
such other amounts as may be required from time to time pursuant to this
Agreement. The Company hereby further agrees to pay interest on the unpaid
principal amount of the Swing Line Loans from time to time outstanding until
payment thereof in full at the rates per annum, and on the dates, set forth in
Section 7.1.

          (b)  Each Swing Line Lender shall maintain in accordance with its
usual practice an account or accounts evidencing indebtedness of the Company
resulting from each Swing Line Loan made by it from time to time, including the
amounts of principal and interest payable thereon and paid from time to time
under this Agreement.
<PAGE>

          (c)  The Administrative Agent shall maintain the Register pursuant to
Section 15.6(d), and a subaccount therein for each Swing Line Lender, in which
shall be recorded (i) the date and amount of each Swing Line Loan made hereunder
and (ii) the amount of each US$ Revolving Credit Lender's participating interest
in Swing Line Loans.

          (d)  The entries made in the Register and the accounts of each Swing
Line Lender maintained pursuant to this Section 2.7 shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
                                ----- -----
amounts of the obligations of the Company therein recorded; provided, however,
                                                            --------  -------
that the failure of a Swing Line Lender or the Administrative Agent to maintain
the Register or any such account, or any error therein, shall not in any manner
affect the obligation of the Company to repay (with applicable interest) the
Swing Line Loans made to the Company by such Swing Line Lender in accordance
with the terms of this Agreement.

          SECTION 2.8.    Refunding of Swing Line Borrowings. Each Swing Line
          --------------------------------------------------
Lender, at any time in its sole and absolute discretion may, on behalf of the
Company (which hereby irrevocably directs and authorizes each Swing Line Lender
to act on its behalf), request each US$ Revolving Credit Lender (including such
Swing Line Lender in its capacity as a US$ Revolving Credit Lender), to make a
US$ Revolving Credit Loan (which shall be a Base Rate Loan) in an amount equal
to such US$ Revolving Credit Lender's US$ Revolving Credit Percentage of the
principal amount of the Swing Line Loans (the "Refunded Swing Line Loans") owing
                                               -------------------------
to such Swing Line Lender and outstanding on the date such notice is given;
provided that the provisions of this Section shall not affect the Company's
--------
obligations to repay Swing Line Loans in accordance with the provisions of
Sections 2.7 and 7.4(c) and (h). Unless the US$ Revolving Credit Commitments
shall have expired or terminated (in which event the procedures of Section 2.9
shall apply), each US$ Revolving Credit Lender will make the proceeds of the US$
Revolving Credit Loan made by it pursuant to the immediately preceding sentence
available to the Administrative Agent at the office of the Administrative Agent
specified in Section 15.2 prior to 10:00 A.M., New York City time, in funds
immediately available on the Business Day next succeeding the date such notice
is given. The proceeds of such US$ Revolving Credit Loans shall be immediately
made available by the Administrative Agent to the relevant Swing Line Lender for
application to the payment in full of the Refunded Swing Line Loans. Upon any
request by a Swing Line Lender to the US$ Revolving Credit Lenders pursuant to
this Section 2.8, the Administrative Agent shall promptly give notice to the
Company of such request.

          SECTION 2.9.    Participating Interests. (a) If the US$ Revolving
          ---------------------------------------
Credit Commitments shall expire or terminate at any time while Swing Line Loans
are outstanding and owing to any Swing Line Lender, at the request of such Swing
Line Lender in its sole discretion, either (i) each US$ Revolving Credit Lender
(including such Swing Line Lender in its capacity as a US$ Revolving Credit
Lender) shall, notwithstanding the expiration or termination of the US$
Revolving Credit Commitments, make a US$ Revolving Credit Loan (which shall be a
Base Rate Loan) or (ii) each US$ Revolving Credit Lender (other than such Swing
Line Lender in its capacity as a US$ Revolving Credit Lender) shall purchase an
undivided participating interest in the Swing Line Loans of such Swing Line
Lender, in either case in an amount equal to such US$ Revolving Credit Lender's
US$ Revolving Credit Percentage (determined on the date of, and immediately
prior to, expiration or termination of the US$ Revolving Credit Commitments) of
the aggregate principal amount of, and accrued and unpaid interest on, such
Swing Line Loans. Each US$ Revolving Credit Lender will make the proceeds of any
US$ Revolving Credit Loan made by it pursuant to the immediately preceding
sentence available to the Administrative Agent
<PAGE>

for the account of such Swing Line Lender at the office of the Administrative
Agent specified in Section 15.2 prior to 10:00 A.M., New York City time, in
funds immediately available on the Business Day next succeeding the date of the
request by such Swing Line Lender. The proceeds of such US$ Revolving Credit
Loans shall be immediately applied to repay the Swing Line Loans owing to such
Swing Line Lender and outstanding on the date of termination or expiration of
the US$ Revolving Credit Commitments. In the event that any of the US$ Revolving
Credit Lenders purchase undivided participating interests pursuant to the first
sentence of this Section 2.9(a), each US$ Revolving Credit Lender shall
immediately transfer to the relevant Swing Line Lender, in immediately available
funds, the amount of its participation in such Swing Line Loans of Swing Line
Lender and upon receipt thereof the Swing Line Lender will deliver to any such
US$ Revolving Credit Lender that so requests a confirmation of such US$
Revolving Credit Lender's undivided participating interest in the Swing Line
Loans of such Swing Line Lender dated the date of receipt of such funds and in
such amount.

          (b)  Whenever, at any time after a Swing Line Lender has received
payment from any US$ Revolving Credit Lender in respect of such US$ Revolving
Credit Lender's participating interest in a Swing Line Loan of such Swing Line
Lender, such Swing Line Lender receives any payment on account thereof, such
Swing Line Lender will distribute to such US$ Revolving Credit Lender its
participating interest in such amount; provided, however, that in the event that
                                       --------  -------
any such payment received by such Swing Line Lender is required to be returned,
such US$ Revolving Credit Lender will return to such the Swing Line Lender any
portion thereof previously distributed by such Swing Line Lender to it.

SECTION 2.10.    Special Procedures Applicable During Six-Month Period Following
--------------------------------------------------------------------------------
Restatement Effective Date. Notwithstanding any other provision of this
--------------------------
Agreement, during the six-month period following the Restatement Effective Date,
the following shall be applicable to all Swing Line Loans:

          (a)  Any request by a Swing Line Lender, pursuant to Section 2.8, for
the refunding of Swing Line Loans with the proceeds of Revolving Credit Loans
shall be deemed to be a request for such Swing Line Loans to be refunded with
the proceeds of (i) Supplemental Revolving Credit Loans in an aggregate
principal amount equal to the lesser of (A) the principal amount of such Swing
Line Loans and (B) the aggregate amount of the Available Supplemental Revolving
Credit Commitments and (ii) US$ Revolving Credit Loans in an aggregate principal
amount equal to the excess, if any, of the amount described in clause (i)(A) of
this sentence over the amount described in clause (i)(B) of this sentence; and
the procedures set forth in Section 2.8 applicable to US$ Revolving Credit Loans
shall be applicable, mutatis mutandis, to such Supplemental Revolving Credit
                     ------- --------
Loans as if such procedures were stated to be applicable to Supplemental
Revolving Credit Loans.

          (b)  If the Supplemental Revolving Credit Commitments terminate
pursuant to Article XIII while any Swing Line Loans are outstanding, the
Supplemental Revolving Credit Lenders shall purchase from the Swing Line Lenders
participating interests in outstanding Swing Line Loans in an aggregate
principal amount equal to the lesser of (i) the aggregate outstanding principal
amount of the Swing Line Loans and (ii) the aggregate amount of the Available
Supplemental Revolving Credit Commitments (determined immediately prior to the
termination of the Supplemental Revolving Credit Commitments pursuant to Article
XIII); and the procedures set forth in Section 2.9
<PAGE>

     applicable to participating interests purchased by US$ Revolving Credit
     Lenders shall be applicable, mutatis mutandis, to such participating
                                  ------- --------
     interests purchased by Supplemental Revolving Credit Lenders as if such
     procedures were stated to be applicable to such participating interests.

               ARTICLE III  AMOUNT AND TERMS OF TERM LOANS
                            ------------------------------

          SECTION 3.1.    Term Loans and Term Loan Commitments. (a) Pursuant to
          ----------------------------------------------------
the terms and conditions of the Existing Credit Agreement, (i) each Tranche A
Term Loan Lender made a term loan ("Tranche A Term Loans") to the Company and
                                    --------------------
(ii) each Tranche B Term Loan Lender made term loans ("Tranche B Term Loans") to
                                                       --------------------
the Company. On the date of this Agreement, the aggregate outstanding principal
amount of Tranche A Term Loans is $360,000,000, and the aggregate outstanding
principal amount of Tranche B Term Loans is $346,000,000. From and after the
Restatement Effective Date, such Term Loans shall be outstanding under this
Agreement and shall be governed by the terms hereof. The Tranche A Term Loans
and the Tranche B Term Loans may from time to time be Eurodollar Loans or Base
Rate Loans, as determined by the Company and notified to the Administrative
Agent in accordance with Section 7.2.

          (b)  Subject to the terms and conditions hereof, each Tranche C Term
Loan Lender severally agrees to make a term loan ("Tranche C Term Loans") to the
                                                   --------------------
Company in an aggregate principal amount not to exceed the amount of the Tranche
C Term Loan Commitment of such Lender. The Tranche C Term Loans shall be made in
a single drawing on the Restatement Effective Date. The Tranche C Term Loans may
from time to time be Eurodollar Loans or Base Rate Loans, as determined by the
Company and notified to the Administrative Agent in accordance with Sections 3.3
and 7.2.

          SECTION 3.2.    Repayment of Term Loans; Evidence of Debt. (a) The
          ---------------------------------------------------------
Tranche A Term Loan of each Tranche A Term Loan Lender shall mature in 17
consecutive quarterly installments, commencing on February 24, 2000, each of
which shall be in an amount equal to such Lender's Tranche A Term Loan
Percentage multiplied by the amount set forth below opposite such installment:





             Installment                          Principal Amount
             -----------------                    ----------------
             February 24, 2000                    $10,000,000
             May 24, 2000                         $10,000,000
             August 24, 2000                      $10,000,000
             November 24, 2000                    $10,000,000
             February 24, 2001                    $10,000,000
             May 24, 2001                         $25,000,000
             August 24, 2001                      $25,000,000
             November 24, 2001                    $25,000,000
             February 24, 2002                    $25,000,000
             May 24, 2002                         $25,000,000
             August 24, 2002                      $25,000,000
             November 24, 2002                    $25,000,000
             February 24, 2003                    $25,000,000
<PAGE>

             May 24, 2003                         $35,000,000
             August 24, 2003                      $35,000,000
             November 24, 2003                    $35,000,000
             February 24, 2004                    $45,000,000



          The first four installments listed above were paid prior to the date
of this Agreement.

          (b)  The Tranche B Term Loan of each Tranche B Term Loan Lender shall
mature in 21 consecutive quarterly installments, commencing on February 24,
2000, each of which shall be in an amount equal to such Lender's Tranche B Term
Loan Percentage multiplied by the amount set forth below opposite such
installment:


             Installment                          Principal Amount
             -----------                          ----------------
             February 24, 2000                    $  1,000,000
             May 24, 2000                         $  1,000,000
             August 24, 2000                      $  1,000,000
             November 24, 2000                    $  1,000,000
             February 24, 2001                    $  1,000,000
             May 24, 2001                         $  1,000,000
             August 24, 2001                      $  1,000,000
             November 24, 2001                    $  1,000,000
             February 24, 2002                    $  1,000,000
             May 24, 2002                         $  1,000,000
             August 24, 2002                      $  1,000,000
             November 24, 2002                    $  1,000,000
             February 24, 2003                    $  1,000,000
             May 24, 2003                         $  1,000,000
             August 24, 2003                      $  1,000,000
             November 24, 2003                    $  1,000,000
             February 24, 2004                    $  1,000,000
             May 24, 2004                         $ 50,000,000
             August 24, 2004                      $ 50,000,000
             November 24, 2004                    $ 50,000,000
             February 24, 2005                    $183,000,000


          The first four installments listed above were paid prior to the date
of this Agreement.

          (c)  The Tranche C Term Loan of each Tranche C Term Loan Lender shall
mature in 13 consecutive quarterly installments, commencing on February 24,
2001, each of which shall be in an amount equal to such Lender's Tranche C Term
Loan Percentage multiplied by the amount set forth below opposite such
installment:


             Installment                          Principal Amount
             -----------                          ----------------
             February 24, 2001                    $  1,500,000
             May 24, 2001                         $  1,500,000
<PAGE>

             August 24, 2001                      $  1,500,000
             November 24, 2001                    $  1,500,000
             February 24, 2002                    $  1,500,000
             May 24, 2002                         $  1,500,000
             August 24, 2002                      $  1,500,000
             November 24, 2002                    $  1,500,000
             February 24, 2003                    $  1,500,000
             May 24, 2003                         $  1,500,000
             August 24, 2003                      $  1,500,000
             November 24, 2003                    $  1,500,000
             February 24, 2004                    $132,000,000



          (d)  The Company hereby unconditionally promises to pay to the
Administrative Agent for the account of the appropriate Term Loan Lender the
principal amount of each Term Loan of such Term Loan Lender in installments
according to the amortization schedule set forth in paragraphs (a), (b) or (c)
above, as applicable (or on such earlier date on which the Loans become due and
payable pursuant to Article XIII). The Company hereby further agrees to pay
interest on the unpaid principal amount of the Term Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in Section 7.1.

          (e)  Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Company to such Lender
resulting from each Term Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time in respect of such Term Loans under this Agreement.

          (f)  The Administrative Agent, on behalf of the Company, shall
maintain the Register pursuant to Section 15.6(d), and a subaccount therein for
each Lender, in which shall be recorded (i) the amount of each Term Loan made
hereunder and any Note evidencing such Term Loan, the Type thereof and each
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Company to each Lender
hereunder and (iii) both the amount of any sum received by the Administrative
Agent hereunder from the Company and each Lender's share thereof.

          (g)  The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 3.2(e) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
                   ----- -----
obligations of the Company therein recorded; provided, however, that the failure
                                             --------  -------
of any Lender or the Administrative Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of
the Company to repay (with applicable interest) the Term Loans by such Lender in
accordance with the terms of this Agreement.

          (h)  The Company agrees that, upon the request to the Administrative
Agent by any Lender, the Company will execute and deliver to such Lender a
promissory note of the Company evidencing any Term Loans of such Lender,
substantially in the form of Exhibit A-2, with appropriate insertions as to date
and principal amount (each, a "Term Note"); provided, that
                               ---------    --------
<PAGE>

the delivery of such Term Notes shall not be a condition precedent to the
Restatement Effective Date.

          SECTION 3.3.   Procedure for Tranche C Term Loan Borrowing.  The
          ----------------------------------------------------------
Company may borrow the Tranche C Term Loans on the Restatement Effective Date,
provided that the Company shall give the Administrative Agent irrevocable notice
(which notice must be received by the Administrative Agent prior to 10:00 A.M.,
New York City time, (a) three Business Days prior to the Restatement Effective
Date, if all or any part of the requested Tranche C Term Loans are to be
initially Eurodollar Loans, or (b) one Business Day prior to the Restatement
Effective Date, otherwise), specifying in each case (i) the amount to be
borrowed, (ii) the requested Restatement Effective Date, (iii) whether the
borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof
and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the
amount of such Type of Loan and the length of the initial Interest Periods
therefor. Upon receipt of any such notice from the Company, the Administrative
Agent shall promptly notify each Tranche C Term Loan Lender thereof. Not later
than 11:00 A.M., New York City time, on the Restatement Effective Date each
Tranche C Term Loan Lender shall make the amount of the Tranche C Term Loans to
be made by it on such Borrowing Date available to the Administrative Agent at
its New York office specified in Section 15.2 in Dollars and in immediately
available funds. The Administrative Agent shall on such date credit the account
of the Company on the books of such office with the aggregate of the amounts
made available to the Administrative Agent by the Tranche C Term Loan Lenders
and in like funds as received by the Administrative Agent.

  ARTICLE IV  AMOUNT AND TERMS OF MULTICURRENCY REVOLVING CREDIT COMMITMENTS
              --------------------------------------------------------------

          SECTION 4.1.  Multicurrency Revolving Credit Commitments.  (a)  Each
          --------------------------------------------------------
Multicurrency Revolving Credit Lender severally agrees, in consideration of the
Collateral to be granted as provided herein and subject to the terms and
conditions hereof, to make revolving credit loans (the "Multicurrency Revolving
                                                        -----------------------
Credit Loans") to any Borrower, at any time and from time to time on and after
------------
the date hereof and until the earlier of the Revolving Credit Termination Date
and the termination of the Multicurrency Revolving Credit Commitment of such
Lender in accordance with the terms hereof, in Dollars or in any Available
Foreign Currency, in an aggregate principal amount at any time outstanding that
will not result in (i) such Lender's Multicurrency Revolving Credit Exposure at
such time exceeding its Multicurrency Revolving Credit Commitment or (ii) the
amount of Multicurrency Revolving Credit Loans denominated in any such Available
Foreign Currency exceeding the Currency Sublimit applicable to such Available
Foreign Currency.

          (b)  Each Multicurrency Revolving Credit Lender shall make each
Multicurrency Revolving Credit Loan to be made by it hereunder on the proposed
date thereof by wire transfer to such account as the Administrative Agent may
designate in immediately available funds not later than 11:00 a.m., London time,
and the Administrative Agent shall credit the amounts so received to an account
designated by the relevant Borrower in the applicable borrowing request.

          (c)  The Administrative Agent shall notify the Company and the
Multicurrency Revolving Credit Lenders of the amount of the Aggregate
Multicurrency Revolving Credit Exposure, promptly following each Calculation
Date.
<PAGE>

          (d)  Each Borrower which has borrowed Multicurrency Revolving Credit
Loans shall repay all such Loans made to it in the currency in which such Loans
were made on the Revolving Credit Termination Date.

          SECTION 4.2.  Procedure for Multicurrency Revolving Credit Borrowing.
          --------------------------------------------------------------------
In order to request a Multicurrency Revolving Credit Loan, the relevant Borrower
shall hand deliver or telecopy to the Administrative Agent a duly completed
borrowing request, not later than 12:00 (noon), London time, three Business Days
(or, in the case of a borrowing denominated in Australian Dollars, four Business
Days) before such proposed borrowing. Each borrowing request shall be
irrevocable. The Administrative Agent shall promptly advise the applicable
Lenders of any notice given pursuant to this Section 4.2 and of each Lender's
portion of the requested borrowing and the Spot Exchange Rate utilized. Each
borrowing under the Multicurrency Revolving Credit Commitments shall be in a
minimum amount in Dollars equal to, or an amount in an Available Foreign
Currency of which the Dollar Equivalent is $10,000,000 or a whole multiple of
$1,000,000 in excess thereof (or, if the Dollar Equivalent of the then aggregate
Available Multicurrency Revolving Credit Commitments is less than $10,000,000,
such lesser amount) as rounded upwards to the nearest 100,000 units in the
relevant Available Foreign Currency.

          SECTION 4.3.  Spot Exchange Rate Calculations.  (a)  Not later than
          ---------------------------------------------
2:00 p.m., London time, on each Calculation Date, the Administrative Agent shall
(A) determine the Spot Exchange Rate as of such Calculation Date with respect to
each of the Available Foreign Currencies in which Multicurrency Revolving Credit
Loans are then outstanding and (B) give notice thereof to the Company and the
Multicurrency Revolving Credit Lenders.

          (b)  The Spot Exchange Rates determined pursuant to Section 4.3(a)
shall become effective on the second Business Day immediately following the
relevant Calculation Date (a "Reset Date") and shall remain effective until the
                              ----------
next succeeding Reset Date.

          (c)  Not later than 2:00 p.m., London time, on the Business Day
immediately following the delivery of any notice in connection with the
repayment of Multicurrency Revolving Credit Loans, the Administrative Agent
shall (A) determine as of such date the Assigned Dollar Value, based on the Spot
Exchange Rate then in effect, of each Multicurrency Revolving Credit Loan then
outstanding (after giving effect to any Multicurrency Revolving Credit Loan
repaid in connection therewith) and (B) notify the Company and the Multicurrency
Revolving Credit Lenders of the results of such determination.

          SECTION 4.4.  Commitment Reallocations.  (a)  The Borrowers may, from
          --------------------------------------
time to time, but not more than once per calendar quarter (unless otherwise
agreed by each Multicurrency Revolving Credit Lender), from and after the
Restatement Effective Date until the earlier of the Revolving Credit Termination
Date and the termination of the Multicurrency Revolving Credit Commitments, upon
giving an irrevocable joint written notice substantially in the form of Exhibit
L (each, a "Reallocation Notice") to the Administrative Agent at least ten
            -------------------
Business Days prior to the beginning of the next following calendar quarter,
temporarily reduce, in whole or in part, or increase, the Multicurrency
Revolving Credit Commitments. Any reductions or increases in the Multicurrency
Revolving Credit Commitments or the Additional US$ Revolving Credit Commitments
(as defined below) shall take effect on the first day of the next following
calendar quarter. Each reduction or increase in the Multicurrency Revolving
Credit Commitments shall result in an automatic corresponding increase or
reduction in the
<PAGE>

Additional US$ Revolving Credit Commitments; provided that the Total
Multicurrency Revolving Credit Commitments shall not, at any time, (i) be
reduced to an amount that is less than the Dollar Equivalent of the aggregate
Multicurrency Revolving Credit Loans outstanding at such time or (ii) exceed
$125,000,000. The Revolving Credit Commitments from time to time resulting from
a reallocation of Multicurrency Revolving Credit Commitments pursuant to this
Section 4.4 at any time are the "Additional US$ Revolving Credit Commitments".
Any amount of the Multicurrency Revolving Credit Commitments reallocated under
this Section 4.4 as Additional US$ Revolving Credit Commitments will only be
available to the Company until such amounts are reallocated back to the
Multicurrency Revolving Credit Commitments in accordance with the terms and
conditions of this Section 4.4.

          The ability of the Borrowers to reallocate the relevant Revolving
Credit Commitments in accordance with this Section 4.4 shall be subject to the
conditions that (A) the representations and warranties set forth in each Loan
Document shall be true and correct in all material respects on and as of the
date of such reallocation with the same effect as though made on and as of such
date, except to the extent that such representations and warranties expressly
relate to an earlier date and (B) at the time of and immediately following such
reallocation, no Event of Default or Default shall have occurred and be
continuing.  Each Reallocation Notice shall specify the amount (expressed in
Dollars) of any reduction or increase in the Multicurrency Revolving Credit
Commitments and the corresponding increase or reduction in the Additional US$
Revolving Credit Commitments.  Each reallocation requested under this Section
4.4 shall be in a minimum aggregate principal amount of $50,000,000 (or, if
less, the remaining amount of the relevant Revolving Credit Commitments) and in
integral multiples of $5,000,000 in excess thereof.  Each reduction or increase
in the Multicurrency Revolving Credit Commitments under this Section 4.4 shall
be made ratably among the Multicurrency Revolving Credit Lenders based on their
respective Multicurrency Revolving Credit Commitments.  Each reduction or
increase in the Additional US$ Revolving Credit Commitments under this Section
4.4 shall be made ratably among the Multicurrency Revolving Credit Lenders based
on their respective Multicurrency Revolving Credit Commitments. The
Administrative Agent shall promptly after receiving a Reallocation Notice notify
each Multicurrency Revolving Credit Lender of the amount of its Multicurrency
Revolving Credit Commitment or Additional US$ Revolving Credit Commitment, as
the case may be, to be reallocated and the date of such reallocation.

          (b)  The Additional US$ Revolving Credit Commitments shall be
available to the Company on the same terms (except as provided in this paragraph
(b)), mutatis mutandis, as the US$ Revolving Credit Commitments. Without
      ------- --------
limiting the generality of the foregoing, (i) the Company may borrow for its
account under the Additional US$ Revolving Credit Commitments to the same extent
as it may utilize the US$ Revolving Credit Commitments (subject to the same
interest rate options, minimum borrowing and repayment amounts and maturities),
provided that the aggregate principal amount of Additional US$ Revolving Credit
--------
Loans shall not exceed the aggregate Additional US$ Revolving Credit
Commitments, (ii) Swing Line Loans are not available under the Additional US$
Revolving Credit Commitments, and (iii) the Multicurrency Revolving Credit
Lenders shall be entitled to the same rights (including acceleration rights) and
subject to the same obligations with respect to the Additional US$ Revolving
Credit Commitments as are the US$ Revolving Credit Lenders with respect to the
US$ Revolving Credit Commitments.

          SECTION 4.5.  Redenomination and Alternative Currencies.  Each
          -------------------------------------------------------
obligation under this Agreement of a party to this Agreement which has been
denominated in the national
<PAGE>

currency unit of a Subsequent Participant state shall be redenominated into the
euro unit in accordance with EMU legislation immediately upon such Subsequent
Participant becoming a Participating Member State (but otherwise in accordance
with EMU Legislation).


   ARTICLE V  AMOUNT AND TERMS OF SUPPLEMENTAL REVOLVING CREDIT COMMITMENTS
              -------------------------------------------------------------

          SECTION 5.1.  Supplemental Revolving Credit Commitments.  (a)  Subject
          -------------------------------------------------------
to the terms and conditions hereof, each Supplemental Revolving Credit Lender
severally agrees to make revolving credit loans in Dollars ("Supplemental
                                                             ------------
Revolving Credit Loans") to the Company from time to time during the Revolving
----------------------
Credit Commitment Period in an aggregate principal amount at any one time
outstanding which, when added to such Lender's Supplemental Revolving Credit
Percentage of the Supplemental L/C Obligations then outstanding, does not exceed
the amount of such Lender's Supplemental Revolving Credit Commitment. During the
Revolving Credit Commitment Period the Company may use the Supplemental
Revolving Credit Commitments by borrowing, prepaying the Supplemental Revolving
Credit Loans in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof.

          (b)  The Supplemental Revolving Credit Loans may from time to time be
(i) Eurodollar Loans, (ii) Base Rate Loans or (iii) a combination thereof, as
determined by the Company and notified to the Administrative Agent in accordance
with Sections 5.3 and 7.2, provided that no Supplemental Revolving Credit Loan
                           --------
shall be made as a Eurodollar Loan after the day that is one month prior to the
Revolving Credit Termination Date.

          SECTION 5.2.   Repayment of Supplemental Revolving Credit Loans;
          ----------------------------------------------------------------
Evidence of Debt.  (a)  The Company hereby unconditionally promises to pay to
----------------
the Administrative Agent for the account of each Supplemental Revolving Credit
Lender the then unpaid principal amount of each Supplemental Revolving Credit
Loan of such Supplemental Revolving Credit Lender on the Revolving Credit
Termination Date and on such other dates and in such other amounts as may be
required from time to time pursuant to this Agreement. The Company hereby
further agrees to pay interest on the unpaid principal amount of the
Supplemental Revolving Credit Loans from time to time outstanding until payment
thereof in full at the rates per annum, and on the dates, set forth in Section
7.1.

          (b)  Each Supplemental Revolving Credit Lender shall maintain in
accordance with its usual practice an account or accounts evidencing
indebtedness of the Company to such Supplemental Revolving Credit Lender
resulting from each Supplemental Revolving Credit Loan of such Supplemental
Revolving Credit Lender from time to time, including the amounts of principal
and interest payable thereon and paid to such Supplemental Revolving Credit
Lender from time to time under this Agreement.

          (c)  The Administrative Agent shall maintain the Register pursuant to
Section 15.6(d), and a subaccount therein for each Supplemental Revolving Credit
Lender, in which Register and subaccounts shall be recorded (i) the amount of
each Supplemental Revolving Credit Loan made hereunder, the Type thereof and
each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Company to each
Supplemental Revolving Credit Lender hereunder in respect of the Supplemental
Revolving Credit Loans and (iii) both the amount of any sum received by the
<PAGE>

Administrative Agent hereunder from the Company in respect of the Supplemental
Revolving Credit Loans and each Supplemental Revolving Credit Lender's share
thereof.

          (d)  The entries made in the Register and the accounts of each
Supplemental Revolving Credit Lender maintained pursuant to Section 5.2(b)
shall, to the extent permitted by applicable law, be prima facie evidence of the
                                                     -----------
existence and amounts of the obligations of the Company therein recorded;
provided, however, that the failure of any Supplemental Revolving Credit Lender
--------  -------
or the Administrative Agent to maintain the Register or any such account, or any
error therein, shall not in any manner affect the obligation of the Company to
repay (with applicable interest) the Supplemental Revolving Credit Loans made to
the Company by such Supplemental Revolving Credit Lender in accordance with the
terms of this Agreement.

          (e)  The Company agrees that, upon the request to the Administrative
Agent by any Supplemental Revolving Credit Lender, the Company will execute and
deliver to such Supplemental Revolving Credit Lender a promissory note of the
Company evidencing the Supplemental Revolving Credit Loans of such Supplemental
Revolving Credit Lender, substantially in the form of Exhibit A-3 with
appropriate insertions as to date and principal amount (each, a "Supplemental
                                                                 ------------
Revolving Credit Note"); provided, that the delivery of such Supplemental
---------------------
Revolving Credit Notes shall not be a condition precedent to the Restatement
Effective Date.

          SECTION 5.3.  Procedure for Supplemental Revolving Credit Borrowing.
          -------------------------------------------------------------------
The Company may borrow under the Supplemental Revolving Credit Commitments
during the Revolving Credit Commitment Period on any Business Day, provided that
the Company shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 10:00 A.M., New York City
time and must be promptly confirmed in writing by the Company, (a) three
Business Days prior to the requested Borrowing Date, if all or any part of the
requested Supplemental Revolving Credit Loans are to be initially Eurodollar
Loans, or (b) on the requested Borrowing Date, otherwise), specifying in each
case (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii)
whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a
combination thereof and (iv) if the borrowing is to be entirely or partly of
Eurodollar Loans, the amount of such Type of Loan and the length of the initial
Interest Periods therefor. Each borrowing under the Supplemental Revolving
Credit Commitments shall be in an amount equal to (A) in the case of Base Rate
Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if
the then aggregate Available Supplemental Revolving Credit Commitments are less
than $1,000,000, such lesser amount) and (B) in the case of Eurodollar Loans,
$10,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of
any such notice from the Company, the Administrative Agent shall promptly notify
each Supplemental Revolving Credit Lender thereof. Not later than 11:00 A.M.,
New York City time, on each requested Borrowing Date each Supplemental Revolving
Credit Lender shall make an amount equal to its Supplemental Revolving Credit
Percentage of the principal amount of the Supplemental Revolving Credit Loans
requested to be made on such Borrowing Date available to the Administrative
Agent at its New York office specified in Section 15.2 in Dollars and in
immediately available funds. The Administrative Agent shall on such date credit
the account of the Company on the books of such office with the aggregate of the
amounts made available to the Administrative Agent by the Supplemental Revolving
Credit Lenders and in like funds as received by the Administrative Agent.
<PAGE>

          SECTION 5.4.  Termination or Reduction of Supplemental Revolving
          ----------------------------------------------------------------
Credit Commitments.  The Company shall have the right, upon not less than three
------------------
Business Days' notice to the Administrative Agent, to terminate the Supplemental
Revolving Credit Commitments or, from time to time, to reduce the amount of the
Supplemental Revolving Credit Commitments; provided that no such termination or
                                           --------
reduction of such Supplemental Revolving Credit Commitments shall be permitted
if, after giving effect thereto and to any prepayments of the Loans made on the
effective date thereof, the aggregate Supplemental Revolving Extensions of
Credit would exceed the Total Supplemental Revolving Credit Commitments then in
effect; and provided, further, that (i) no optional reduction of the
            --------  -------
Supplemental Revolving Credit Commitments shall be permitted at any time prior
to the date which is six months after the Restatement Effective Date if any
other Commitments or Loans (other than Supplemental Revolving Credit Loans) are
outstanding on the date of the proposed optional reduction and (ii) any optional
reduction of the Supplemental Revolving Credit Commitments shall be accompanied
by a ratable prepayment of the Tranche C Term Loans, and vice versa. Any such
                                                         ---- -----
reduction shall be in an amount equal to $10,000,000 or a whole multiple of
$1,000,000 in excess thereof and shall reduce permanently the Supplemental
Revolving Credit Commitments then in effect.


                         ARTICLE VI  LETTERS OF CREDIT
                                     -----------------

          SECTION 6.1.  L/C Commitment.  (a)  Prior to the date hereof, certain
          ----------------------------
Lenders (or Affiliates thereof) issued the letters of credit described on
Schedule VIII for the account of the Company or its Subsidiary specified in
Schedule VIII (the "Existing Letters of Credit"). Subject to the terms and
                    --------------------------
conditions hereof, each Issuing Lender, in reliance on the agreements of the
other Revolving Credit Lenders set forth in Section 6.4(a), agrees to issue
letters of credit under the US$ Revolving Credit Facility ("US$ Letters of
                                                            --------------
Credit", which term shall include the Existing Letters of Credit) and the
------
Supplemental Revolving Credit Facility ("Supplemental Letters of Credit") for
                                         ------------------------------
the account of the Company or for the account of the Company and any L/C
Subsidiary, jointly and severally, on any Business Day during the Revolving
Credit Commitment Period in such form as may be approved from time to time by
the relevant Issuing Lender; provided that no Issuing Lender shall have an
                             --------
obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) (A) if
such Letter of Credit is a US$ Letter of Credit, the aggregate amount of the
Available US$ Revolving Credit Commitments would be less than zero or (B) if
such Letter of Credit is a Supplemental Letter of Credit, the aggregate amount
of the Available Supplemental Revolving Credit Commitments would be less than
zero. Before issuing a Letter of Credit each Issuing Lender will confirm with
the Administrative Agent that such Letter of Credit will not exceed the
limitations set forth in the preceding sentence. Each Letter of Credit shall (i)
be denominated in Dollars or any Available Foreign Currency, (ii) have a face
amount of at least $100,000 (or the Dollar Equivalent thereof) (unless otherwise
agreed by the relevant Issuing Lender) and (iii) expire no later than the
earlier of (x) the first anniversary of its date of issuance and (y) the date
that is five Business Days prior to the Revolving Credit Termination Date,
provided that any Letter of Credit with a one-year term may provide for the
renewal thereof for additional one-year periods (which shall in no event extend
beyond the date referred to in clause (y) above). On or prior to the Restatement
Effective Date, the Company shall provide copies to the Administrative Agent of
each Existing Letter of Credit.
<PAGE>

          (b)  No Issuing Lender shall at any time be obligated to issue any
Letter of Credit if such issuance would conflict with, or cause such Issuing
Lender or any L/C Participant to exceed any limits imposed by, any applicable
Requirement of Law.

          SECTION 6.2.  Procedure for Issuance of Letter of Credit.  The Company
          --------------------------------------------------------
may from time to time request that an Issuing Lender issue a Letter of Credit
for the account of the Company or for the account of the Company and an L/C
Subsidiary, jointly and severally, by delivering to the Issuing Lender (with a
copy to the Administrative Agent) at its address for notices specified herein or
as separately notified to the Company by such Issuing Lender an Application
therefor, completed to the satisfaction of the relevant Issuing Lender, and such
other certificates, documents and other papers and information as such Issuing
Lender may request; and in such request the Company shall specify whether the
requested Letter of Credit is to be a US$ Letter of Credit or Supplemental
Letter of Credit (subject to the requirements of Section 9.2(d)). Upon receipt
of any Application, the relevant Issuing Lender will process such Application
and the certificates, documents and other papers and information delivered to it
in connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall any
Issuing Lender be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed to by the relevant Issuing Lender and the Company. The
relevant Issuing Lender shall furnish a copy of such Letter of Credit to the
Company and, if relevant, the L/C Subsidiary, promptly following the issuance
thereof. Such Issuing Lender shall promptly furnish to the Administrative Agent,
which shall in turn promptly furnish to the Lenders, notice of the issuance of
each Letter of Credit (including the amount thereof).

          SECTION 6.3.  Fees and Other Charges.  (a)  The Company and, if
          ------------------------------------
relevant, the L/C Subsidiary, jointly and severally, will pay a fee on all
outstanding US$ Letters of Credit at a per annum rate equal to the Applicable
Margin then in effect with respect to Eurodollar Loans under the US$ Revolving
Credit Facility, shared ratably among the US$ Revolving Credit Lenders and
payable quarterly in arrears on each L/C Fee Payment Date after the issuance
date. The Company and, if relevant, the L/C Subsidiary, jointly and severally,
will pay a fee on all outstanding Supplemental Letters of Credit at a per annum
rate equal to the Applicable Margin then in effect with respect to Eurodollar
Loans under the Supplemental Revolving Credit Facility, shared ratably among the
Supplemental Revolving Credit Lenders and payable quarterly in arrears on each
L/C Fee Payment Date after the issuance date. In addition, the Company and, if
relevant, the L/C Subsidiary, jointly and severally, shall pay to the relevant
Issuing Lender for its own account a fronting fee in an amount to be agreed by
the Company and the relevant Issuing Lender on the undrawn and unexpired amount
of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment
Date after the issuance date.

          (b)  In addition to the foregoing fees, the Company and, if relevant,
the L/C Subsidiary, jointly and severally, shall pay or reimburse each Issuing
Lender for such normal and customary costs and expenses as are incurred or
charged by such Issuing Lender in issuing, negotiating, effecting payment under,
amending or otherwise administering any Letter of Credit.

          SECTION 6.4.  L/C Participations.  (a)  Each Issuing Lender
          --------------------------------
irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and,
to induce such Issuing Lender to issue US$ Letters of Credit, each US$ L/C
Participant irrevocably agrees to accept and purchase
<PAGE>

and hereby accepts and purchases from such Issuing Lender, on the terms and
conditions set forth below, for such US$ L/C Participant's own account and risk
an undivided interest equal to such US$ L/C Participant's US$ Revolving Credit
Percentage in such Issuing Lender's obligations and rights under and in respect
of each US$ Letter of Credit and the amount of each draft paid by such Issuing
Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably
agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of
Credit for which such Issuing Lender is not reimbursed in full by the Company
and/or any relevant L/C Subsidiary in accordance with the terms of this
Agreement, such US$ L/C Participant shall pay to such Issuing Lender upon demand
at such Issuing Lender's address for notices specified herein or as separately
notified to the US$ L/C Participants by such Issuing Lender an amount equal to
such US$ L/C Participant's US$ Revolving Credit Percentage of the amount of such
draft, or any part thereof, that is not so reimbursed. Each Issuing Lender
irrevocably agrees to grant and hereby grants to each Supplemental L/C
Participant, and, to induce such Issuing Lender to issue Supplemental Letters of
Credit, each Supplemental L/C Participant irrevocably agrees to accept and
purchase and hereby accepts and purchases from such Issuing Lender, on the terms
and conditions set forth below, for such Supplemental L/C Participant's own
account and risk an undivided interest equal to such Supplemental L/C
Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's
obligations and rights under and in respect of each Supplemental Letter of
Credit and the amount of each draft paid by such Issuing Lender thereunder. Each
Supplemental L/C Participant unconditionally and irrevocably agrees with each
Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit
for which such Issuing Lender is not reimbursed in full by the Company and/or
any relevant L/C Subsidiary in accordance with the terms of this Agreement, such
Supplemental L/C Participant shall pay to such Issuing Lender upon demand at
such Issuing Lender's address for notices specified herein or as separately
notified to the Supplemental L/C Participants by such Issuing Lender an amount
equal to such Supplemental L/C Participant's Supplemental Revolving Credit
Percentage of the amount of such draft, or any part thereof, that is not so
reimbursed.

          (b)  If any amount required to be paid by any L/C Participant to any
Issuing Lender pursuant to Section 6.4(a) in respect of any unreimbursed portion
of any payment made by any Issuing Lender under any Letter of Credit is not paid
to the relevant Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to such Issuing Lender on demand
an amount equal to the product of (i) such amount, times (ii) the daily average
Federal Funds Effective Rate during the period from and including the date such
payment is required to the date on which such payment is immediately available
to such Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
Section 6.4(a) is not made available to the relevant Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, such
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Base Rate Loans under the US$ Revolving Credit
Facility, in the case of US$ Letters of Credit, or under the Supplemental
Revolving Credit Facility, in the case of Supplemental Letters of Credit. A
certificate of the relevant Issuing Lender submitted to any L/C Participant with
respect to any amounts owing under this Section shall be conclusive in the
absence of manifest error.

          (c)  Whenever, at any time after any Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
                                                                         ---
rata share of such payment
----
<PAGE>

in accordance with Section 6.4(a), such Issuing Lender receives any payment
related to such Letter of Credit (whether directly from the Company, an L/C
Subsidiary or otherwise, including proceeds of collateral applied thereto by
such Issuing Lender), or any payment of interest on account thereof, such
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
         --------  -------
such Issuing Lender shall be required to be returned by such Issuing Lender,
such L/C Participant shall return to such Issuing Lender the portion thereof
previously distributed by such Issuing Lender to it.

          SECTION 6.5.  Reimbursement Obligations.  The Company and each L/C
          ---------------------------------------
Subsidiary which is an account party thereon, jointly and severally, agree to
reimburse the relevant Issuing Lender on the Business Day next succeeding the
Business Day on which such Issuing Lender notifies the Company and such L/C
Subsidiary of the date and amount of a draft presented under any Letter of
Credit and paid by such Issuing Lender for the amount of (a) such draft so paid
and (b) any taxes, fees, charges or other costs or expenses incurred by such
Issuing Lender in connection with such payment. Each such payment shall be made
to such Issuing Lender at its address for notices referred to herein in Dollars
and in immediately available funds. Interest shall be payable on any such
amounts from the date on which the relevant draft is paid until payment in full
at the rate set forth in (i) until the Business Day next succeeding the date of
the relevant notice, Section 7.1(b) and (ii) thereafter, Section 7.1(d).

          SECTION 6.6.  Obligations Absolute.  The Company's and each L/C
          ----------------------------------
Subsidiary's obligations under this Article VI shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that the Company or any L/C Subsidiary may
have or have had against any Issuing Lender, any beneficiary of a Letter of
Credit or any other Person. The Company and each L/C Subsidiary also agree with
each Issuing Lender that no Issuing Lender shall be responsible for, and the
Company's and each L/C Subsidiary's Reimbursement Obligations under Section 6.5
shall not be affected by, among other things, the validity or genuineness of
documents or of any endorsements thereon, even though such documents shall in
fact prove to be invalid, fraudulent or forged, or any dispute between or among
the Company or any L/C Subsidiary and any beneficiary of any Letter of Credit or
any other party to which such Letter of Credit may be transferred or any claims
whatsoever of the Company or any L/C Subsidiary against any beneficiary of such
Letter of Credit or any such transferee. No Issuing Lender shall be liable for
any error, omission, interruption or delay in transmission, dispatch or delivery
of any message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the relevant Issuing Lender. The Company and
each L/C Subsidiary agrees that any action taken or omitted by any Issuing
Lender under or in connection with any Letter of Credit or the related drafts or
documents, if done in the absence of gross negligence or willful misconduct and
in accordance with the standards of care specified in the Uniform Commercial
Code of the State of New York, shall be binding on the Company and each L/C
Subsidiary and shall not result in any liability of any Issuing Lender to the
Company or any L/C Subsidiary.

          SECTION 6.7.  Letter of Credit Payments.  If any draft shall be
          ---------------------------------------
presented for payment under any Letter of Credit, the relevant Issuing Lender
shall promptly notify the Company and any relevant L/C Subsidiary of the date
and amount thereof. The responsibility of such Issuing Lender to the Company and
any such L/C Subsidiary in connection with any draft presented for payment under
any Letter of Credit shall, in addition to any payment obligation
<PAGE>

expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.

          SECTION 6.8.  Applications.  To the extent that any provision of any
          --------------------------
Application related to any Letter of Credit is inconsistent with the provisions
of this Article VI, the provisions of this Article VI shall apply.

          SECTION 6.9.  Letters of Credit Denominated in Available Foreign
          ----------------------------------------------------------------
Currencies.  Notwithstanding any other provision of this Section 6, in the event
----------
that any Letter of Credit is denominated in any Available Foreign Currency, the
amount of the Reimbursement Obligation of the Company and, if relevant, the L/C
Subsidiary, pursuant to Section 6.5 in respect of such Letter of Credit shall
bear interest as provided in Section 6.5 with respect to amounts owing in
Dollars; provided, that (i) the interest rate on such amounts shall be the rate
reasonably determined by the relevant Issuing Lender to be the equivalent rates,
in respect of the relevant Available Foreign Currency, as the applicable rates
provided in Section 6.5 with respect to amounts denominated in Dollars and (ii)
if the Company and/or the L/C Subsidiary fails to pay any such Reimbursement
Obligation required by Section 6.5 on or prior to the third Business Day
following the date of the drawing to which such Reimbursement Obligation
relates, then, on the fourth Business Day following such date of drawing, the
relevant Issuing Lender, in cooperation with the Administrative Agent, shall
determine the Dollar Equivalent of the amount of such Reimbursement Obligation,
and the obligation of the Company and, if relevant the L/C Subsidiary in respect
of such Reimbursement Obligation shall be converted to such Dollar Equivalent,
with interest thereon as provided in Section 6.5 (provided, that if the
Application in respect of such Letter of Credit provides for conversion of such
amount into Dollars on any earlier date or at any other conversion rate, the
provisions of such Application shall control with respect to such conversion).
If at any time the Administrative Agent shall determine that, by reason of
changes in currency exchange rates, (i) the Dollar Equivalent amount of
Supplemental L/C Obligations, plus the aggregate outstanding amount of all other
                              ----
Supplemental Revolving Extensions of Credit, exceeds the aggregate amount of the
Supplemental Revolving Credit Commitments or (ii) the Dollar Equivalent amount
of US$ L/C Obligations, plus the aggregate outstanding amount of all other US$
                        ----
Revolving Extensions of Credit, exceeds the aggregate amount of the US$
Revolving Credit Commitments, the Administrative Agent shall give notice of such
determination to the Company, and the Company shall, within one Business Day
after such notice, repay Loans to the extent necessary to eliminate any such
excess.


            ARTICLE VII  GENERAL PROVISIONS APPLICABLE TO THE LOANS
                         ------------------------------------------

          SECTION 7.1.  Interest Rates and Payment Dates.  (a)  Each Eurodollar
          ----------------------------------------------
Loan of each Class shall bear interest for each day during each Interest Period
with respect thereto at a rate per annum equal to the Eurodollar Rate determined
for such Interest Period plus the Applicable Margin for such Class of Loans in
effect for such day.

          (b)  Each Base Rate Loan of each Class shall bear interest for each
day that it is outstanding at a rate per annum equal to the Base Rate for such
day plus the Applicable Margin for such Class of Loans in effect for such day
(or, in the case of a Swing Line Loan, at such other rate as may be established
pursuant to Section 2.6(b)).
<PAGE>

          (c)  Each Multicurrency Revolving Credit Loan shall bear interest for
each day during each Interest Period with respect thereto at a rate per annum
equal to the applicable Eurocurrency Rate determined for such Interest Period
plus the Applicable Margin for such Class of Loans in effect for such day.

          (d)  If all or a portion of (i) the principal amount of any Loan,
(ii) any interest payable thereon or (iii) any fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum equal to the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this Section plus 2% or, if higher, in the case
of amounts required to be paid in Dollars, the rate described in paragraph (b)
of this Section plus 2%.

          (e)  Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (d) of this Section
      --------
shall be payable from time to time on demand.

          SECTION 7.2. Conversion and Continuation Options. (a) The Company may
          ------------------------------------------------
elect from time to time to convert outstanding Eurodollar Loans of any Class (in
whole or in part) to Base Rate Loans of the same Class by giving the
Administrative Agent at least two Business Days' prior irrevocable notice of
such election, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Company may
elect from time to time to convert outstanding Base Rate Loans (other than Swing
Line Loans) of any Class (in whole or in part) to Eurodollar Loans of the same
Class by giving the Administrative Agent at least three Business Days' prior
irrevocable notice of such election. Any such notice of conversion to Eurodollar
Loans shall specify the length of the initial Interest Period or Interest
Periods therefor. Upon receipt of any such notice the Administrative Agent shall
promptly notify each Lender thereof. All or any part of outstanding Eurodollar
Loans and Base Rate Loans under a particular Facility may be converted as
provided herein, provided that (i) no Base Rate Loan may be converted into a
Eurodollar Loan when any Default or Event of Default has occurred and is
continuing and the Administrative Agent or the Majority Facility Lenders in
respect of such Facility have determined that such conversion is not
appropriate, (ii) any such conversion may only be made if, after giving effect
thereto, Section 7.3 shall not have been violated, (iii) no Base Rate Loan of
any Class may be converted into a Eurodollar Loan after the date that is one
month prior to the Revolving Credit Termination Date (in the case of Revolving
Credit Loans) or the date of final maturity of the Loans of such Class (in the
case of Term Loans) and (iv) Swing Line Loans may not be converted to Eurodollar
Loans.

          (b)  Any Eurodollar Loans may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Company giving
notice to the Administrative Agent of the length of the next Interest Period to
be applicable to such Loans in accordance with the applicable provisions of the
term "Interest Period" set forth in Section 1.1, provided that no Eurodollar
      ---------------                            --------
Loan under a particular Facility may be continued as such (i) when any Default
or Event of Default has occurred and is continuing and the Administrative Agent
or the Majority Facility Lenders in respect of such Facility have determined
that such continuation is not appropriate, (ii) if, after giving effect thereto,
Section 7.3 would be contravened or (iii) after the date that is one month prior
to the Revolving Credit Termination Date, and provided, further, that if the
                                              --------  -------
Company shall fail to give such notice or if such continuation is not permitted
<PAGE>

pursuant to the preceding proviso such Eurodollar Loans shall be automatically
converted to Base Rate Loans on the last day of such then expiring Interest
Period.

          (c)  Any Multicurrency Revolving Credit Loans may be continued as such
upon the expiration of the then current Interest Period with respect thereto by
the relevant Borrower giving the Administrative Agent at least three Business
Days' prior irrevocable notice of such election, provided, that if the relevant
                                                 --------
Borrower shall fail to give such notice or if any Default or Event of Default
has occurred and is continuing and the Administrative Agent or the Required
Lenders have determined that such continuation would not be appropriate, such
Multicurrency Revolving Credit Loans shall automatically be continued for an
Interest Period of one month.

          (d)  Any such notice required in paragraphs (a) through (c) above
shall be made no later than 10:00 A.M., New York City time, in the case of Term
Loans, US$ Revolving Credit Loans, Supplemental Revolving Credit Loans and
Additional US$ Revolving Credit Loans, and no later than 11:00 A.M., London
time, in the case of Multicurrency Revolving Credit Loans, in each such case, on
the day prescribed for such notice by such paragraph.

          SECTION 7.3.  Minimum Amounts of Tranches. All borrowings, conversions
          -----------------------------------------
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, immediately after giving effect thereto, (a) the aggregate principal
amount of the Eurodollar Loans comprising each Tranche shall be equal to
$10,000,000 or a whole multiple of $1,000,000 in excess thereof, (b) the
aggregate principal amount of the Multicurrency Revolving Credit Loans
comprising each Tranche shall be in an amount which is, or of which the Dollar
Equivalent is, at least $10,000,000 and (c) there shall not be more than 25
Tranches at any one time outstanding.

          SECTION 7.4   Optional and Mandatory Prepayments, Supplemental
          ---------------------------------------------------------------
Revolving  Credit Loans. (a) The Company may at any time and from time to time
-----------------------
prepay US$ Revolving Credit Loans, Swing Line Loans, Term Loans, Supplemental
Revolving Credit Loans, and/or Additional US$ Revolving Credit Loans, in whole
or in part, upon at least three Business Days' irrevocable notice to the
Administrative Agent (in the case of Eurodollar Loans) and at least one Business
Day's irrevocable notice to the Administrative Agent (in the case of Base Rate
Loans), specifying the date and amount of prepayment, which Class of Loans will
be prepaid, and whether the prepayment is of Eurodollar Loans, Base Rate Loans
or a combination thereof, and, if a combination thereof, the amount allocable to
each; provided, that (i) the Swing Line Loans may be prepaid without prior
notice and (ii) no optional prepayment of the Supplemental Revolving Credit
Loans or the Tranche C Term Loans shall be permitted at any time prior to the
date which is six months after the Restatement Effective Date if any other Loans
are outstanding on the date of the proposed optional prepayment. Upon the
receipt of any such notice the Administrative Agent shall promptly notify each
Lender thereof. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein, together with any
amounts payable pursuant to Section 7.12. Partial prepayments of US$ Revolving
Credit Loans, Supplemental Revolving Credit Loans, Term Loans or Additional US$
Revolving Credit Loans of any Class shall be in an aggregate principal amount of
$10,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial
prepayments of the Swing Line Loans shall be in aggregate principal amount of
$1,000,000 or a whole multiple of $100,000 in excess thereof.
<PAGE>

          (b)  The Borrowers may at any time and from time to time prepay,
without premium or penalty, the Multicurrency Revolving Credit Loans, in whole
or in part, upon at least three Business Days' (or, in the case of a prepayment
with respect to Multicurrency Revolving Credit Loans denominated in Australian
Dollars, four Business Days) irrevocable notice to the Administrative Agent
specifying the date and amount of prepayment. Upon the receipt of any such
notice, the Administrative Agent shall promptly notify each Multicurrency
Revolving Credit Lender thereof. If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified therein.
Partial prepayments of Multicurrency Revolving Credit Loans shall be in an
aggregate principal amount in Dollars equal to, or an amount in an Available
Foreign Currency of which the Dollar Equivalent is at least equal to,
$5,000,000, as rounded upwards to the nearest 100,000 units in the relevant
Available Foreign Currency.

          (c)  If, on any Reset Date, the Aggregate Multicurrency Revolving
Credit Exposure (expressed in Dollars) exceeds an amount equal to 105% of the
Total Multicurrency Revolving Credit Commitment, then (i) the Administrative
Agent shall give notice thereof to each Multicurrency Revolving Credit Lender
and the Company and (ii) the Company shall, or shall cause the relevant Borrower
to, on the next succeeding Business Day, prepay outstanding Multicurrency
Revolving Credit Loans in an amount so that after giving effect to any such
prepayments, the Aggregate Multicurrency Revolving Credit Exposure (expressed in
Dollars) does not exceed the Total Multicurrency Revolving Credit Commitment.
If, on any Reset Date, the Aggregate Multicurrency Revolving Credit Exposure
with respect to a particular Available Foreign Currency (expressed in Dollars)
exceeds an amount equal to 105% of the Currency Sublimit applicable to such
Available Foreign Currency, then (i) the Administrative Agent shall give notice
thereof to each Multicurrency Revolving Credit Lender and the Company and (ii)
the Company shall, or shall cause the relevant Borrower to, on the next
succeeding Business Day, prepay outstanding Multicurrency Revolving Credit Loans
in such Available Foreign Currency in an amount so that after giving effect to
any such prepayments, the Aggregate Multicurrency Revolving Credit Exposure with
respect to such Available Foreign Currency (expressed in Dollars) does not
exceed the Currency Sublimit with respect to such Available Foreign Currency.

          (d) If on any date on or after the Restatement Effective Date, (i) the
Company or any of its Subsidiaries shall receive Net Cash Proceeds from any
Asset Sale or Recovery Event, then (subject to the proviso in the first sentence
of section 7.4(f) the Asset Sale Prepayment Percentage of such Net Cash Proceeds
shall be applied as soon as practicable, but not later than three Business Days
after the date of receipt thereof, toward the reduction of the Revolving Credit
Commitments and the prepayment of the Term Loans as set forth in Section 7.4(f)
(provided that, on each Reinvestment Prepayment Date, an amount equal to the
 --------
Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event
shall be applied toward the reduction of the Revolving Credit Commitments and
the prepayment of the Term Loans as set forth in Section 7.4(f)); or (ii) the
Company or any of its Subsidiaries shall receive Net Cash Proceeds from any
incurrence of Indebtedness pursuant to Section 11.5(d) or (e), then 100% of such
Net Cash Proceeds shall be applied on such date of receipt thereof toward the
reduction of the Revolving Credit Commitments and the prepayment of the Term
Loans as set forth in Section 7.4(f).

          (e)  Each prepayment of Loans pursuant to this Section 7.4 shall be
accompanied by accrued and unpaid interest on the amount prepaid to the date of
prepayment and any amounts payable under Section 7.12 in connection with such
prepayment.
<PAGE>

          (f)  Amounts to be applied in connection with Commitment reductions
and prepayments made pursuant to Section 7.4(d) shall be applied, first, to
                                                                  -----
prepay the Tranche C Term Loans of each Lender and reduce permanently the
Supplemental Revolving Credit Commitment of each Lender, ratably based on the
aggregate amount of Tranche C Term Loans and/or Supplemental Revolving Credit
Commitments held by each Lender and, second, to the prepayment of the Tranche A
                                     ------
Term Loans and the Tranche B Term Loans and the permanent reduction of the US$
Revolving Credit Commitments, the Multicurrency Revolving Credit Commitments and
the Additional US$ Revolving Credit Commitments of each Lender, ratably based on
each such Lender's Individual Prepayment Percentage; provided, that, the Net
                                                     --------
Cash Proceeds of any Asset Sale or Recovery Event with respect to a Foreign
Subsidiary may be applied first to reduce the commitments and prepay the
extensions of credit outstanding under the Foreign Credit Facilities and the
Additional Foreign Credit Facilities, and to prepay any Indebtedness of parents
or Subsidiaries of such Foreign Subsidiary owing to any Person other than the
Company or any Subsidiary thereof, before making any application to the
Revolving Credit Commitments and the Term Loans as described above. Any
prepayments or Commitment reductions pursuant to clauses first and second
                                                         -----     ------
of the immediately preceding sentence shall be applied by each Lender first to
such Lender's outstanding Term Loans and second to such Lender's Revolving
Credit Commitments. Any prepayments of the Tranche A Term Loans and the Tranche
B Term Loans shall be applied by any Lender holding both Tranche A Term Loans
and Tranche B Term Loans ratably among such Term Loans based on the outstanding
principal amounts thereof held by such Lender. Any prepayments of the Term Loans
of any Class shall be applied, at the Company's option, to the installments
thereof either ratably based on the outstanding principal amounts thereof or in
inverse order of maturity. Any reduction of any of the Revolving Credit
Commitments shall be accompanied by prepayment of the related Revolving Credit
Loans and/or, in the case of the US$ Revolving Credit Commitments, Swing Line
Loans, to the extent, if any, that the extensions of credit under such Revolving
Credit Commitments exceed the total amount of such Revolving Credit Commitments
as so reduced, provided that if the aggregate principal amount of the related
               --------
Revolving Credit Loans and, in the case of the US$ Revolving Credit Commitments,
Swing Line Loans, then outstanding is less than the amount of such excess
(because L/C Obligations constitute a portion thereof), the Company shall (i) in
the case of any such excess with respect to the US$ Revolving Credit
Commitments, to the extent of the balance of such excess, replace outstanding
US$ Letters of Credit and/or deposit an amount equal to 105% of such excess in
cash in a cash collateral account established with the Administrative Agent for
the benefit of the Lenders under the US$ Revolving Credit Facility on terms and
conditions satisfactory to the Administrative Agent and (ii) in the case of any
such excess with respect to the Supplemental Revolving Credit Facility, to the
extent necessary to eliminate such excess and subject to clause (i) above, the
Supplemental Letters of Credit then outstanding shall be automatically converted
into US$ Letters of Credit outstanding under the US$ Revolving Credit
Commitments.

          (g)  Any prepayments (except in the case of Revolving Credit Loans
that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid. Prepayments of
any Class of Loans pursuant to this Section shall be applied as follows: (i) in
the case of prepayments made by the Company, first, to prepay Base Rate Loans
                                             -----
of such Class then outstanding and second, to prepay Eurodollar Loans of such
                                   ------
Class then outstanding and (ii) in case of prepayments of Multicurrency
Revolving Credit Loans made by a Borrower, to prepay Multicurrency Revolving
Credit Loans borrowed by such Borrower. Amounts prepaid in respect of Term Loans
may not be reborrowed.
<PAGE>

          (h)  The Company shall, unless otherwise agreed to by each relevant
Swing Line Lender, prepay all Swing Line Loans then outstanding simultaneously
with each borrowing of US$ Revolving Credit Loans.

          (i)  Notwithstanding anything to the contrary above or elsewhere in
this Agreement or any other Loan Document, until the date that is six months
following the Restatement Effective Date, no Borrower shall optionally prepay
any Supplemental Revolving Credit Loans or Tranche C Term Loans if there shall
be outstanding any US$ Revolving Credit Loans, Multicurrency Revolving Credit
Loans or Additional US$ Revolving Credit Loans.

          SECTION 7.5   Facility Fees; Other Fees. (a)  The Company agrees to
          ---------------------------------------
pay the Administrative Agent for the account of each Revolving Credit Lender
(other than the Supplemental Revolving Credit Lenders), a facility fee for the
period from and including the Restatement Effective Date to but excluding the
Revolving Credit Termination Date (or such earlier date on which the Revolving
Credit Commitments of such Revolving Credit Lenders shall terminate as provided
herein), computed at the Facility Fee Rate on the daily average amount of such
Lender's aggregate Revolving Credit Commitment (other than its Supplemental
Revolving Credit Commitment), drawn and undrawn. Such facility fees shall be
payable quarterly in arrears on the last day of each March, June, September and
December and on the Revolving Credit Termination Date or such earlier date on
which the Revolving Credit Commitments of such Revolving Credit Lenders shall
terminate as provided herein, commencing on the first of such dates to occur
after the date hereof. Facility fees accrued under the Existing Credit Agreement
and unpaid on the Restatement Effective Date shall be paid on the first date
provided for payment of facility fees under this paragraph.

          (b)  The Company agrees to pay to the Administrative Agent for the
account of each Supplemental Revolving Credit Lender, a facility fee for the
period from and including the Restatement Effective Date to but excluding the
Revolving Credit Termination Date (or such earlier date on which the
Supplemental Revolving Credit Commitments shall terminate as provided herein),
computed at the rate of 0.75% per annum on the daily average amount of such
Lender's Supplemental Revolving Credit Commitment drawn and undrawn. Such
facility fees shall be payable quarterly in arrears on the last day of each
March, June, September and December and on the Revolving Credit Termination Date
or such earlier date on which the Supplemental Revolving Credit Commitments
shall terminate as provided herein, commencing on the first of such dates to
occur after the date hereof.

          (c)  The Company shall pay (without duplication of any other fee
payable under this Section 7.5) to Chase, for its own account, fees in the
amounts and on the dates separately agreed to by the Company and Chase.

          (d)  The Company shall (without duplication of any other fee payable
under this Section 7.5) pay to the Administrative Agent, for its own amount,
fees in the amounts and on the dates separately agreed to by the Company and the
Administrative Agent.

          (e)  On the Restatement Effective Date, the Company shall pay to (i)
each Lender that delivered to the Administrative Agent, on or before December
12, 2000, its written consent to the amendment and restatement effective hereby
and (ii) each Lender providing a Supplemental Revolving Credit Commitment or a
Tranche C Term Loan Commitment pursuant to this Agreement, an amendment fee in
an amount equal to 0.25% of the aggregate amount of
<PAGE>

such Lender's outstanding Term Loans (excluding any Tranche C Term Loans) and
Revolving Credit Commitments (excluding any Supplemental Revolving Credit
Commitment of such Lender) on the Restatement Effective Date.

          SECTION 7.6.  Computation of Interest and Fees. (a)  Interest based on
          ----------------------------------------------
the Eurodollar Rate, the Eurocurrency Rate (other than with respect to amounts
denominated in Pounds Sterling) or (when it is based on the Federal Funds
Effective Rate) the Base Rate shall be calculated on the basis of a 360-day year
for the actual days elapsed; and facility fees and interest (other than as
specified above) shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Company and the Lenders of each
determination of a Eurodollar Rate or a Eurocurrency Rate. Any change in the
interest rate on a Loan resulting from a change in the Base Rate or a change in
the Prime Rate shall become effective as of the opening of business on the day
on which such change becomes effective provided that such change becomes
effective prior to 5:00 p.m., New York City time, on such day. The
Administrative Agent shall as soon as practicable notify the Company and the
Lenders of the Restatement Effective Date and the amount of each such change in
the Base Rate.

          (b)  Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrowers and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of a Borrower or any Lender, deliver
to such Borrower or such Lender a statement showing in reasonable detail the
quotations and calculations used by the Administrative Agent in determining any
interest rate pursuant to Section 7.1(a) or (c).

          (c)  [RESERVED].

          (d)  If any Multicurrency Reference Lender shall for any reason no
longer have a Multicurrency Revolving Credit Commitment or any Multicurrency
Revolving Credit Loans, such Multicurrency Reference Lender shall thereupon
cease to be a Multicurrency Reference Lender, and if, as a result, there shall
only be one Multicurrency Reference Lender remaining, the Administrative Agent
(after consultation with the Company and the Lenders) shall, by notice to the
Company and the Lenders, designate another Multicurrency Revolving Credit Lender
as a Multicurrency Reference Lender so that there shall at all times be at least
two Multicurrency Reference Lenders.

          (e)  Each Multicurrency Reference Lender shall use its best efforts to
furnish quotations of rates to the Administrative Agent as contemplated hereby.
If any of the Multicurrency Reference Lenders shall be unable or shall otherwise
fail to supply such rates to the Administrative Agent upon its request, the rate
of interest shall, subject to the provisions of Section 7.7, be determined on
the basis of the quotations of the remaining applicable Multicurrency Reference
Lenders or Multicurrency Reference Lender, as applicable.

          SECTION 7.7.  Inability to Determine Interest Rate. If prior to the
          --------------------------------------------------
first day of any Interest Period:

          (a) the Administrative Agent shall have determined (which
     determination shall be conclusive and binding upon the Borrowers) that, by
     reason of circumstances affecting the relevant market generally, adequate
     and reasonable means do not exist for
<PAGE>

     ascertaining the Eurodollar Rate or the Eurocurrency Rate with respect to
     the currency in which a Loan or a requested Loan is denominated (the
     "Affected Currency"), as the case may be, for such Interest Period, or
      -----------------

          (b)  the Administrative Agent has received notice from the Majority
     Facility Lenders in respect of the relevant Facility that the Eurodollar
     Rate or Eurocurrency Rate, as the case may be, determined or to be
     determined with respect to the Affected Currency for such Interest Period
     will not adequately and fairly reflect the cost to such Lenders (as
     certified by such Lenders) of making or maintaining their Eurodollar Loans
     or Multicurrency Revolving Credit Loans, as the case may be, during such
     Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Company and the Lenders as soon as practicable thereafter.  If such notice is
given (i) any Eurodollar Loans or Multicurrency Revolving Credit Loans, as the
case may be, requested to be made on the first day of such Interest Period shall
be made as Base Rate Loans in Dollars, (ii) any US$ Revolving Credit Loans,
Supplemental Revolving Credit Loans, Additional US$ Revolving Credit Loans or
Multicurrency Revolving Credit Loans denominated in Dollars that were to have
been converted on the first day of such Interest Period to or continued as
Eurodollar Loans shall be converted to or continued as Base Rate Loans, (iii)
any outstanding Eurodollar Loans shall be converted on the first day of such
Interest Period to Base Rate Loans and (iv) any Multicurrency Revolving Credit
Loans denominated in any Available Foreign Currency to which such Interest
Period relates shall be repaid on the first day of such Interest Period.  Until
such notice has been withdrawn by the Administrative Agent, no further
Eurodollar Loans or Multicurrency Revolving Credit Loans shall be made or
continued as such, nor shall the Company have the right to convert Base Rate
Loans to Eurodollar Loans, as the case may be, provided that Loans may continue
                                               --------
to be made, converted or continued, as the case may be, in Dollars or Available
Foreign Currencies other than the Affected Currency.

          SECTION 7.8.   Pro Rata Treatment and Payments. (a)  Each borrowing of
          ---------------------------------------------
US$ Revolving Credit Loans, Supplemental Revolving Credit Loans, Additional US$
Revolving Credit Loans or Multicurrency Revolving Credit Loans shall be made pro
rata according to the respective US$ Revolving Credit Percentages, Supplemental
Revolving Credit Percentages, Additional US$ Revolving Credit Percentages or
Multicurrency Revolving Credit Percentages, as the case may be, of the relevant
Lenders in effect on the date of such borrowing. Each payment by the Company on
account of any facility fee hereunder shall be allocated by the Administrative
Agent among the Lenders in accordance with the respective amounts which such
Lenders are entitled to receive pursuant to Section 7.5. Any reduction of the
US$ Revolving Credit Commitments, Additional US$ Revolving Credit Commitments,
Multicurrency Revolving Credit Commitments or Supplemental Revolving Credit
Commitments shall be allocated by the Administrative Agent among the Lenders pro
rata according to the US$ Revolving Credit Percentages, the Additional US$
Revolving Credit Percentages, the Multicurrency Revolving Credit Percentages or
the Supplemental Revolving Credit Percentages, as the case may be, of the
relevant Lenders. Each payment (including each prepayment) on account of
principal of and interest on the US$ Revolving Credit Loans shall be made pro
rata according to the respective outstanding principal amounts of the US$
Revolving Credit Loans then held by the US$ Revolving Credit Lenders. Each
payment (including each prepayment) on account of principal of and interest on
the Supplemental Revolving Credit Loans shall be made pro rata according to the
respective outstanding principal amounts of the Supplemental Revolving Credit
Loans then held by the Supplemental Revolving Credit Lenders. Each payment
(including each
<PAGE>

prepayment) by a Borrower on account of principal of and interest on Additional
US$ Revolving Credit Loans shall be allocated by the Administrative Agent pro
rata according to the respective principal amounts of the Additional US$
Revolving Credit Loans then due and owing by such Borrower to each Additional
US$ Revolving Credit Lender. Each payment (including each prepayment) by a
Borrower on account of principal of and interest on Multicurrency Revolving
Credit Loans shall be allocated by the Administrative Agent pro rata according
to the respective principal amounts of the Multicurrency Revolving Credit Loans
then due and owing by such Borrower to each Multicurrency Revolving Credit
Lender.

          (b)  Each borrowing by the Company of Tranche C Term Loans hereunder
shall be made pro rata according to the respective Tranche C Term Loan
              --- ----
Percentages of the relevant Lenders. Each optional prepayment by the Company on
account of principal of and interest on the Term Loans of any Class shall be
made pro rata according to the respective outstanding principal amounts of the
     --- ----
Term Loans of such Class then held by the Term Loan Lenders. Each prepayment in
respect of the Tranche A Term Loans and the Tranche B Term Loans shall be made
pro rata according to the respective aggregate outstanding principal amounts of
--- ----
such Term Loans of such two Classes then held by the Term Loan Lenders.

          (c)  All payments (including prepayments) to be made by the Company
hereunder in respect of amounts denominated in Dollars, whether on account of
principal, interest, fees or otherwise, shall be made without set-off or
counterclaim and shall be made prior to 12:00 Noon, New York City time, in the
case of US$ Revolving Credit Loans, Supplemental Revolving Credit Loans or
Additional US$ Revolving Credit Loans, and 11:00 A.M., London time, in the case
of Multicurrency Revolving Credit Loans, on the due date thereof to the
Administrative Agent, for the account of the Lenders, at the Administrative
Agent's office specified in Section 15.2, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders entitled to receive the same promptly upon receipt in like funds as
received.

          (d)  All payments (including prepayments) to be made by a Borrower on
account of Multicurrency Revolving Credit Loans denominated in any Available
Foreign Currency, whether on account of principal, interest, fees or otherwise,
shall be made without set-off or counterclaim and shall be made prior to 12:00
Noon, London time (or, in the case of payments in euro units, prior to 12:00
Noon, Frankfurt time), on the due date thereof to the Administrative Agent, for
the account of the Multicurrency Revolving Credit Lenders, at the payment office
for the currency of such Multicurrency Revolving Credit Loans specified from
time to time by the Administrative Agent by notice to the Borrowers, in the
currency of such Multicurrency Revolving Credit Loans and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Multicurrency Revolving Credit Lenders entitled to receive the same promptly
upon receipt. In relation to the payment of any amount of euro, such amount
shall be made available to the Administrative Agent in immediately available,
freely transferable, cleared funds to such account with such bank in Frankfurt
am Main, Germany (or such other principal financial center in such Participating
Member State as the Administrative Agent may from time to time nominate for this
purpose) as the Administrative Agent shall from time to time nominate for this
purpose.

          (e)  If any payment hereunder (other than payments on the Eurodollar
Loans or the Multicurrency Revolving Credit Loans) becomes due and payable on a
day other than a Business Day, the maturity of such payment shall be extended to
the next succeeding Business
<PAGE>

Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension. If any payment on a
Eurodollar Loan or a Multicurrency Revolving Credit Loan becomes due and payable
on a day other than a Business Day, the maturity of such payment shall be
extended to the next succeeding Business Day (and, with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during
such extension) unless the result of such extension would be to extend such
payment into another calendar month, in which event such payment shall be made
on the immediately preceding Business Day.

          (f)  A payment shall be deemed to have been made by the Administrative
Agent on the date on which it is required to be made under this Agreement if the
Administrative Agent has, on or before that date, taken all relevant steps to
make that payment. With respect to the payment of any amount denominated in
euro, the Administrative Agent shall not be liable to any Borrower or any of the
Lenders in any way whatsoever for any delay, or the consequences of any delay,
in the crediting to any account of any amount required by this Agreement to be
paid by the Administrative Agent if the Administrative Agent shall have taken
all relevant steps to achieve, on the date required by this Agreement, the
payment of such amount in immediately available, freely transferable, cleared
funds in the euro unit to the account with the bank in the principal financial
center in the Participating Member State which the relevant Borrower or, as the
case may be, any Lender shall have specified for such purpose. In this paragraph
(f), "all relevant steps" means all such steps as may be prescribed from time to
time by the regulations or operating procedures of such clearing or settlement
system as the Administrative Agent may from time to time determine for the
purpose of clearing or settling payments of euro.

          (g)  Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not make
the amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate per annum equal to (i) the daily average Federal
Funds Effective Rate (in the case of a borrowing of US$ Revolving Credit Loans,
Supplemental Revolving Credit Loans, Additional US$ Revolving Credit Loans or
Tranche C Term Loans) and (ii) the Administrative Agent's reasonable estimate of
its average daily cost of funds (in the case of a borrowing of Multicurrency
Revolving Credit Loans), in each case for the period until such Lender makes
such amount immediately available to the Administrative Agent. A certificate of
the Administrative Agent submitted to any Lender with respect to any amounts
owing under this Section shall be conclusive in the absence of manifest error.
If such Lender's share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such Borrowing
Date, the applicable Borrower shall repay such Lender's share of such borrowing
(together with interest thereon from the date such amount was made available to
such Borrower (i) at the rate per annum applicable to Base Rate Loans hereunder
(in the case of a borrowing of US$ Revolving Credit Loans, Supplemental
Revolving Credit Loans, Additional US$ Revolving Credit Loans or Tranche C Term
Loans) or (ii) the Administrative Agent's reasonable estimate of its average
daily cost of funds plus the Applicable Margin applicable to Multicurrency
                    ----
Revolving Credit Loans (in the case of a borrowing of Multicurrency Revolving
Credit Loans)) to the
<PAGE>

Administrative Agent not later than three Business Days after receipt of written
notice from the Administrative Agent specifying such Lender's share of such
borrowing that was not made available to the Administrative Agent.

          (h)  Any amount payable by the Administrative Agent to the Lenders
under this Agreement in the currency of a Participating Member State shall be
paid in the euro unit.

          (i)  If, in relation to the currency of any Subsequent Participant,
the basis of accrual of interest or fees expressed in this Agreement with
respect to such currency shall be inconsistent with any convention or practice
in the London Interbank Market or, as the case may be, the Paris Interbank
Market for the basis of accrual of interest or fees in respect of the euro, such
convention or practice shall replace such expressed basis effective as of and
from the date on which such Subsequent Participant becomes a Participating
Member State; provided, that if any Loan in the currency of such Subsequent
              --------
Participant is outstanding immediately prior to such date, such replacement
shall take effect, with respect to such Loan, at the end of the then current
Interest Period.

          (j)  Without prejudice and in addition to any method of conversion or
rounding prescribed by any EMU Legislation and (i) without prejudice to the
respective liabilities for indebtedness of the Borrowers to the Lenders and the
Lenders to the Borrowers under or pursuant to this Agreement and (ii) without
increasing the Available Multicurrency Revolving Credit Commitment of any
Lender:

               (i)  the Multicurrency Revolving Credit Facility and each
          reference in this Agreement to a minimum amount (or an integral
          multiple thereof) in a national currency denomination of a Subsequent
          Participant to be paid to or by the Administrative Agent shall,
          immediately upon such Subsequent Participant becoming a Participating
          Member State, be replaced by a reference to such reasonably comparable
          and convenient amount (or an integral multiple thereof) in the euro
          unit as the Administrative Agent may from time to time specify; and

               (ii) except as expressly provided in this Section 7.8, each
          provision of this Agreement shall be subject to such reasonable
          changes of construction as the Administrative Agent may from time to
          time specify to be necessary or appropriate to reflect the adoption of
          the euro in any Participating Member State and any relevant market
          conventions or practices relating to the euro.

          SECTION 7.9.   Illegality. Notwithstanding any other provision herein,
          --------------------------
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans or Multicurrency Revolving Credit Loans, as
the case may be, as contemplated by this Agreement, (a) such Lender shall
immediately notify the Company and the Administrative Agent, (b) the commitment
of such Lender hereunder to make Eurodollar Loans or Multicurrency Revolving
Credit Loans, as the case may be, continue Eurodollar Loans or Multicurrency
Revolving Credit Loans, as the case may be, as such and convert Base Rate Loans
to Eurodollar Loans shall forthwith be suspended until such time as it shall no
longer be unlawful for such Lender to make or maintain the affected Loans, (c)
as applicable, such Lender's Loans then outstanding as Eurodollar Loans, if any,
shall be converted automatically to Base Rate Loans on the respective last days
of the then current Interest Periods with respect to such Eurodollar Loans or
within such
<PAGE>

earlier period as may be required by law and (d) as applicable, such Lender's
Multicurrency Revolving Credit Loans shall be prepaid on the last day of the
then current Interest Period with respect thereto. If any such conversion of a
Eurodollar Loan or a Multicurrency Revolving Credit Loan, as the case may be,
occurs on a day which is not the last day of the then current Interest Period
with respect thereto, the Company shall pay to such Lender such amounts, if any,
as may be required pursuant to Section 7.12.

     SECTION 7.10. Requirements of Law. (a) If the adoption of or any change in
     ---------------------------------
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority, made
subsequent to the date hereof:

          (i)   shall subject such Lender to any tax of any kind whatsoever with
     respect to this Agreement, any Note, any Eurodollar Loan made by it or any
     Multicurrency Revolving Credit Loan made by it or its obligation to make
     any Eurodollar Loan or Multicurrency Revolving Credit Loan or change the
     basis of taxation of payments to such Lender in respect thereof (except for
     taxes covered by Section 7.11 and changes in rate of tax on the overall net
     income of such Lender);

          (ii)  shall impose, modify or hold applicable any reserve, special
     deposit, compulsory loan or similar requirement against assets held by,
     deposits or other liabilities in or for the account of, advances, loans or
     other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender which is not otherwise included in the determination
     of the Eurodollar Rate or the Eurocurrency Rate hereunder, including,
     without limitation, the imposition of any reserves with respect to
     Eurocurrency Liabilities under Regulation D of the Board; or

          (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or Multicurrency Revolving Credit
Loans or to reduce any amount receivable hereunder in respect thereof, then, in
any such case, the applicable Borrower shall promptly pay such Lender, upon its
demand, any additional amount or amounts as will compensate such Lender for such
increased cost or reduced amount receivable.  If any Lender becomes entitled to
claim any additional amounts pursuant to this Section, it shall promptly notify
the Company (with a copy to the Administrative Agent) of the event by reason of
which it becomes so entitled.  A certificate as to any additional amounts
payable pursuant to this Section submitted by such Lender to the Company (with a
copy to the Administrative Agent) shall be conclusive in the absence of manifest
error.

     (b)  If any Lender shall have determined that the adoption of or any change
in any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy (whether or
not having the force of law) from any Governmental Authority made subsequent to
the date hereof shall have the effect of reducing the rate of return on such
Lender's or such corporation's capital as a consequence of its obligations
<PAGE>

hereunder to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Company (with a copy to the Administrative
Agent) of a prompt written request therefor, the Company shall promptly pay to
such Lender such additional amount or amounts as will compensate such Lender for
such reduction.

     (c)  No Lender shall be entitled to compensation under this Section 7.10
for any costs incurred or reductions suffered with respect to any date that it
has such costs unless it shall have notified the Company that it will demand
compensation for such costs or reductions under paragraph (a) or (b) above, not
more than 120 days after the later of (i) such date and (ii) the date on which
it shall have become aware of such costs or reductions; provided that the
foregoing shall in no way operate in derogation of the undertaking contained in
the penultimate sentence of this paragraph (c). Notwithstanding any other
provision of this Section 7.10, no Lender shall demand compensation for any
increased cost or reduction referred to above if it shall not at the time be the
general policy or practice of such Lender to demand such compensation in similar
circumstances under comparable provisions of other credit agreements. In the
event that any Lender determines that any event or circumstances that will lead
to a claim under this Section 7.10 has occurred or will occur, such Lender will
use its best efforts to so notify the Company; provided, that any failure to
                                               --------
provide such notice shall in no way impair the rights of any Lender to demand
and receive compensation under this Section 7.10, but without prejudice to any
claims of the Company for compensation for actual damages sustained as a result
of any failure to observe this undertaking. The agreements of this Section 7.10
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

     SECTION 7.11. Taxes. (a) All payments of principal and interest made by the
     -------------------
Borrowers under this Agreement and any Note shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding income taxes and franchise
taxes (imposed in lieu of income taxes) imposed on the Administrative Agent or
any Lender as a result of a present or former connection between the
Administrative Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the
Administrative Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement, any Note
or any other Loan Document). If any such non-excluded taxes, levies, imposts,
duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are
                                                    ------------------
required to be withheld from any amounts payable to the Administrative Agent or
any Lender hereunder or under any Note, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all Non-
Excluded Taxes) interest or any such other amounts payable hereunder at the
rates and in the amounts specified in this Agreement, provided, however, that
(i) the Company shall not be required to increase any such amounts payable to
any Lender that is not organized under the laws of the United States of America
or a state thereof if such Lender fails to comply with the requirements of
paragraph (b) of this Section, and (ii) a Foreign Subsidiary Borrower
<PAGE>

shall not be required to increase any such amounts payable to any Lender if such
Lender fails to comply with the requirements of paragraph (c) of this Section.
Whenever any Non-Excluded Taxes are payable by a Borrower, as promptly as
possible thereafter such Borrower shall send to the Administrative Agent for its
own account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt received by such Borrower showing payment
thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, such Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any
Lender as a result of any such failure. The agreements in this Section shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

     (b)  Each Lender that is not incorporated or organized under the laws of
the United States of America or a state thereof shall:

          (i)  in the case of a Lender other than a Lender described in Section
     7.11(b)(ii);

               (A)  at least five Business Days before the date of the initial
          payment to be made by the Company under this Agreement to such Lender,
          deliver to the Company and the Administrative Agent two duly completed
          copies of United States Internal Revenue Service Form W-8BEN or W-
          8ECI, or successor applicable form, as the case may be, certifying
          that it is entitled to receive payments under this Agreement without
          deduction or withholding of any United States federal income taxes;

               (B)  deliver to the Company and the Administrative Agent two
          further copies of any such form or certification at least five
          Business Days before the date that any such form or certification
          expires or becomes obsolete and after the occurrence of any event
          requiring a change in the most recent form previously delivered by it
          to the Administrative Agent and the Company;

               (C)  obtain such extensions of time for filing and complete such
          forms or certifications as may reasonably be requested by the Company
          or the Administrative Agent; and

               (D)  file amendments to such forms as and when required; and

          (ii) in the case of a Lender that is not a "bank" under Section
     881(c)(3)(A) of the Code and that is legally unable to comply with the
     requirements of Section 7.11(b)(i);

               (A)  at least five Business Days before the date of the initial
          payment to be made by the Company under this Agreement to such Lender,
          deliver to the Company and the Administrative Agent (I) a statement
          that such Lender (x) is not a "bank" under Section 881(c)(3)(A)
<PAGE>

          of the Code, is not subject to regulatory or other legal requirements
          as a bank in any jurisdiction, and has not been treated as a bank for
          purposes of any tax, securities law or other filing or submission made
          to any Governmental Authority, any application made to a rating agency
          or qualification for any exemption from tax, securities law or other
          legal requirements, (y) is not a 10-percent shareholder within the
          meaning of Section 881(c)(3)(B) of the Code and (z) is not a
          controlled foreign corporation receiving interest from a related
          person within the meaning of Section 881(c)(3)(C) of the Code and (II)
          a properly completed and duly executed Internal Revenue Service Form
          W-8BEN or applicable successor form;

               (B)  deliver to the Company and the Administrative Agent two
          further properly completed and duly executed copies of said Form W-
          8BEN, or any successor applicable form at least five Business Days on
          or before the date that any such Form W-8BEN expires or becomes
          obsolete or after the occurrence of any event requiring a change in
          the most recent form previously delivered by it to the Company or upon
          the request of the Company or the Administrative Agent;

               (C)  obtain such extensions of time for filing and completing
          such forms or certifications as may be reasonably requested by the
          Company and the Administrative Agent; and

               (D)  file amendments to such forms as and when required;

          unless an event (including, without limitation, any change in treaty,
          law or regulation) has occurred after the date such Person becomes a
          Lender hereunder which renders all such forms inapplicable or which
          would prevent such Lender from duly completing and delivering any such
          form with respect to it and such Lender so advises the Company and the
          Administrative Agent; provided, however, that the Company may rely
                                --------
          upon such forms provided to the Company for all periods prior to the
          occurrence of such event. Each Person that shall become a Lender or a
          Participant pursuant to Section 15.6 shall, upon the effectiveness of
          the related transfer, be required to provide all of the forms,
          certifications and statements required pursuant to this Section,
          provided that in the case of such Participant, the obligations of such
          --------
          Participant pursuant to this Section 7.11(b) shall be determined as if
          such Participant were a Lender, except that such Participant shall
          furnish all such required forms, certifications and statements to the
          Lender from which the related participation shall have been purchased.

     (c)  Each Lender that is not incorporated or organized under the laws of
the jurisdiction under which a Foreign Subsidiary Borrower is incorporated or
organized shall, upon request by such Foreign Subsidiary Borrower, within a
reasonable period of time after such request, deliver to such Foreign Subsidiary
Borrower or the applicable governmental or taxing authority, as the case may be,
any form or certificate required in order that any payment by such Foreign
Subsidiary Borrower under this Agreement or any Notes to such Lender may be made
<PAGE>

free and clear of, and without deduction or withholding for or on account of any
Non-Excluded Tax (or to allow any such deduction or withholding to be at a
reduced rate) imposed on such payment under the laws of the jurisdiction under
which such Foreign Subsidiary Borrower is incorporated or organized, provided
                                                                     --------
that such Lender is legally entitled to complete, execute and deliver such form
or certificate and such completion, execution or submission would not materially
prejudice the legal position of such Lender.

     (d)  No Lender shall be entitled to payment under this Section 7.11 unless
it shall have notified the applicable Borrower that it will demand such payment
not more than 120 days after the date on which it shall become aware that it was
entitled to such payment, provided that such notice requirement shall in no way
                          --------
operate in derogation of the undertaking contained in the second following
sentence of this Section 7.11(d). Notwithstanding any other provision of this
Section 7.11, no Lender shall demand any payment under this Section 7.11 if it
shall not at the time be the general policy or practice of such Lender to demand
such compensation in similar circumstances under comparable provisions of other
credit agreements. In the event that any Lender determines that any event or
circumstance that will lead to a claim by it under this Section 7.11 has
occurred or will occur, such Lender will use its best efforts to so notify the
Company provided that any failure to provide such notice shall in no way impair
        --------
the rights of any Lender to demand and receive compensation under this Section
7.11, but without prejudice to any claims of the Company for failure to observe
this undertaking.

     SECTION 7.12. Indemnity. Each Borrower agrees to indemnify each Lender and
     -----------------------
to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by such Borrower in payment
when due of the principal amount of or interest on any Eurodollar Loan or
Multicurrency Revolving Credit Loan, (b) default by such Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans or
Multicurrency Revolving Credit Loans after such Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (c)
default by such Borrower in making any prepayment after such Borrower has given
a notice thereof in accordance with the provisions of this Agreement or (d) the
making by such Borrower of a prepayment of Eurodollar Loans or Multicurrency
Revolving Credit Loans on a day which is not the last day of an Interest Period
with respect thereto, including, without limitation, in each case, any such loss
or expense arising from the reemployment of funds obtained by it or from fees
payable to terminate the deposits from which such funds were obtained. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market. All payments required to be made by any Borrower to any Lender under
this Section 7.12 shall be made no later than 30 days after receipt by such
Borrower of a written notice from such Lender setting forth in reasonable detail
the basis upon which such Lender is entitled to receive such payments. This
covenant shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.
<PAGE>

     SECTION 7.13. Use of Proceeds. The proceeds of the Revolving Credit Loans
     -----------------------------
have been and shall be used for working capital and other general corporate
purposes of the Borrowers and their Subsidiaries. The proceeds of the Tranche C
Term Loans shall be used for working capital and other general corporate
purposes of the Borrowers and their Subsidiaries. The proceeds of the Tranche A
Term Loans and the Tranche B Term Loans were used to refinance existing
Indebtedness of the Company and its Subsidiaries and for other general corporate
purposes.

     SECTION 7.14. Change of Lending Office; Replacement of Lenders. (a) Each
     --------------------------------------------------------------
Lender agrees that if it makes any demand for payment under Section 7.10 or
7.11, or if any adoption or change of the type described in Section 7.9 shall
occur with respect to it, it shall use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions and so long as such
efforts would not be disadvantageous to it, as determined in its sole
discretion) to designate a different lending office if the making of such a
designation would reduce or obviate the need for the Borrowers to make payments
under Section 7.10 or 7.11, or would eliminate or reduce the effect of any
adoption or change described in Section 7.9.

     (b)  If at any time any Lender makes any demand for payment under Section
7.10 or 7.11 as a result of any condition described in any such Section, then
the Borrowers may, if such condition continues to exist after such Lender shall
have used or failed to use reasonable efforts pursuant to paragraph (a) of this
Section 7.14 and on 10 Business Days' prior written notice to the Administrative
Agent and such Lender, replace such Lender by causing such Lender to (and such
Lender shall) assign pursuant to Section 15.6(c) all of its rights and
obligations under this Agreement to another Lender or other bank or financial
institution selected by the Company and acceptable to the Administrative Agent
for a purchase price equal to the outstanding principal amount of all Loans,
accrued interest, fees and other amounts owing to such Lender; provided that (i)
                                                               --------
the Borrowers shall have no right to replace the Administrative Agent, (ii)
neither the Administrative Agent nor any Lender shall have any obligation to the
Borrowers to find a replacement Lender or other bank or financial institution,
(iii) such replacement must take place no later than 180 days after such Lender
shall have made any such demand for payment, (iv) in no event shall any Lender
hereby replaced be required to pay or surrender to such replacement Lender or
other bank or financial institution any of the fees received by such Lender
pursuant to this Agreement, (v) the Borrowers shall pay such amounts demanded
under Section 7.10 or 7.11 to such Lender, together with any amounts as may be
required pursuant to Section 7.12, prior to such Lender being replaced and the
payment of such amounts shall be a condition to the replacement of such Lender
and (vi) such Lender shall not be required to pay any fees required by Section
15.6(e) in connection with such replacement, which fees shall be paid by the
Company.

                  ARTICLE VIII REPRESENTATIONS AND WARRANTIES
                               ------------------------------

     Each of the Company and the Foreign Subsidiary Borrowers (insofar as the
representations and warranties set forth below relate respectively to such
Foreign Subsidiary Borrower) represents and warrants to the Administrative Agent
and each Lender that:

     SECTION 8.1. Financial Condition. The consolidated balance sheets of the
     --------------------------------
Company and its consolidated Subsidiaries as at December 31, 1999, and the
related consolidated statements of earnings, cash flows and shareholders' equity
for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies
of which have heretofore been
<PAGE>

furnished to each Lender, are complete and correct in all material respects and
present fairly the consolidated financial condition of the Company and its
consolidated Subsidiaries as at such date, and the consolidated results of their
operations and their consolidated cash flows for the fiscal year then ended. The
unaudited consolidated balance sheet of the Company and its consolidated
Subsidiaries as at September 30, 2000 and the related unaudited consolidated
statements of earnings and of cash flows for the nine-month period ended on such
date, certified by a Responsible Officer, copies of which have heretofore been
furnished to each Lender, are complete and correct and present fairly the
consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the nine-month period then ended (subject
to normal year-end audit adjustments). All such financial statements, including
the related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved by
such accountants or Responsible Officer, as the case may be, and as disclosed
therein). Neither the Company nor any of its consolidated Subsidiaries (taken as
a whole) had, at the date of the most recent balance sheet referred to above,
any material Guaranty, contingent liability or liability for taxes, or any long-
term lease or unusual forward or long-term commitment, including, without
limitation, any interest rate or foreign currency swap or exchange transaction,
which is not reflected in the foregoing statements or in the notes thereto.
Except as disclosed in filings with the Securities and Exchange Commission made
by the Company on or prior to December 15, 2000 during the period from December
31, 1999 to and including the date hereof there has been no sale, transfer or
other disposition by the Company or any of its consolidated Subsidiaries of any
material part of its business or property and no purchase or other acquisition
of any business or property (including any capital stock of any other Person)
material in relation to the consolidated financial condition of the Company and
its consolidated Subsidiaries at December 31, 1999, other than any such sale,
transfer or other disposition or purchase or acquisition that was permitted by
the Existing Credit Agreement.

     SECTION 8.2. No Change. Since December 31, 1999, there has been no
     ----------------------
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

     SECTION 8.3. Corporate Existence; Compliance with Law. Each of the Company
     -----------------------------------------------------
and its Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization except to the
extent that, with respect to those Subsidiaries that are not Borrowers
hereunder, the lack of such organization, existence or good standing could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect, (b)
has the corporate or other power and authority, and the legal right, to own and
operate its property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged except to the extent that, with
respect to those Subsidiaries that are not Borrowers hereunder, the lack of such
power, authority or legal right could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect, (c) is duly qualified as a foreign
corporation or other entity and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification except to the extent that the
failure to qualify or be in good standing could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect and (d) is in
compliance with all Requirements of Law except to the extent that the failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.
<PAGE>

     SECTION 8.4. Corporate Power; Authorization; Enforceable Obligations. Each
     --------------------------------------------------------------------
Loan Party has the corporate or other power and authority, and the legal right,
to execute, deliver and perform the Loan Documents to which it is a party and,
in the case of each Borrower, to borrow hereunder and has taken all necessary
corporate or other action to authorize the borrowings on the terms and
conditions of this Agreement and the Notes to which it is a party and to
authorize the execution, delivery and performance of the Loan Documents to which
it is a party. No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required with respect to the Company or any of its Subsidiaries in connection
with the borrowings hereunder or with the execution, delivery, performance,
validity or enforceability of the Loan Documents to which it is a party, except
for (i) consents, filings, authorizations or approvals which have been obtained
and are in full force and effect, (ii) approvals the failure to obtain which
could not reasonably be expected to have a Material Adverse Effect and (iii) the
filings referred to Section 8.20. This Agreement has been, and each other Loan
Document has been or when executed pursuant hereto will be, duly executed and
delivered on behalf of each of the applicable Loan Parties. This Agreement and
each other Loan Document to which a Loan Party is a party constitutes a legal,
valid and binding obligation of such Person enforceable against such Person in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law) and by an
implied covenant of good faith and fair dealing.

     SECTION 8.5. No Legal Bar. The execution, delivery and performance of the
     -------------------------
Loan Documents, the borrowings hereunder, the use of the proceeds thereof will
not violate any Requirement of Law or Contractual Obligation of the Company or
of any of its Subsidiaries, other than any such violation which could not
reasonably be expected to have a Material Adverse Effect, and will not result
in, or require, the creation or imposition of any Lien on any of its or their
respective properties or revenues pursuant to any such Requirement of Law or
Contractual Obligation, except Liens created pursuant to the Loan Documents and
any Lien which could not reasonably be expected to have a Material Adverse
Effect.

     SECTION 8.6. No Material Litigation. No litigation, investigation or
     -----------------------------------
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Company, threatened by or against the Company or any of
its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby, or (b) which could reasonably be expected to
have a Material Adverse Effect.

     SECTION 8.7. No Default. Neither the Company nor any of its Subsidiaries is
     -----------------------
in default under or with respect to any of its Contractual Obligations in any
respect which could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

     SECTION 8.8. Ownership of Property; Liens. Each of the Company and its
     -----------------------------------------
Significant Subsidiaries has good record and marketable title in fee simple to,
or a valid leasehold interest in, all its material real property, and good title
to, or a valid leasehold interest in, all its other material property, and none
of such property is subject to any Lien except as permitted by Section 11.4.
<PAGE>

     SECTION 8.9. Intellectual Property. Each of the Company and its Significant
     ----------------------------------
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property"). No claim has been asserted and is pending by any
 ---------------------
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does the
Company know of any valid basis for any such claim which, in the aggregate,
could reasonably be expected to have a Material Adverse Effect. The use of such
Intellectual Property by the Company and its Subsidiaries does not infringe on
the rights of any Person, except for such claims and infringements that, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

     SECTION 8.10. No Burdensome Restrictions. No Requirement of Law or
     ----------------------------------------
Contractual Obligation of the Company or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

     SECTION 8.11. Taxes. Each of the Company and its Subsidiaries has filed or
     -------------------
caused to be filed all U.S. tax returns and all other material tax returns
which, to the knowledge of the Borrowers, are required to be filed and has paid
all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property and all other taxes, fees or other charges
imposed on it or any of its property by any Governmental Authority (other than
any (i) with respect to which the failure to pay, in the aggregate, would not
reasonably be expected to have a Material Adverse Effect or (ii) the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the Company or its Subsidiaries, as the case may be);
no tax Lien has been filed, and, to the knowledge of the Company, no claim is
being asserted, with respect to any such tax, fee or other charge.

     SECTION 8.12. Federal Regulations. No part of the proceeds of any Loans
     ---------------------------------
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U of the Board
of Governors of the United States Federal Reserve System as now and from time to
time hereafter in effect that would cause the Loans to be in violation of the
provisions of the Regulations of such Board of Governors (including but not
limited to the provisions of Regulation U and Regulation X) or any similar rule
of any other Governmental Authority. If any Borrower is requested by any Lender
or the Administrative Agent, such Borrower will furnish to the Administrative
Agent and each Lender a statement to the foregoing effect in conformity with the
requirements of Form FR U-1 or FR G-3 referred to in said Regulation U.

     SECTION 8.13. ERISA. Neither a Reportable Event nor an Accumulated Funding
     -------------------
Deficiency has occurred during the five-year period prior to the date on which
this representation is made or deemed made with respect to any Plan, and each
Plan has complied in all material respects with the applicable provisions of
ERISA and the Code. No termination of a Single Employer Plan has occurred, and
no Lien in favor of PBGC or a Plan has arisen, during such five-year period. The
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits by an amount which could reasonably be expected to have a Material
Adverse Effect, either individually or in the aggregate with all
<PAGE>

other Single Employer Plans under which such accrued benefits exceed such
assets. Neither the Company nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan during the five-year
period prior to the date on which this representation is made or deemed made
which could, in the aggregate with other such withdrawals during such period,
reasonably be expected to have a Material Adverse Effect, and neither the
Company nor any Commonly Controlled Entity would become subject to any liability
under ERISA if the Company or any such Commonly Controlled Entity were to
withdraw completely from all Multiemployer Plans as of the valuation date most
closely preceding the date on which this representation is made or deemed made.
No such Multiemployer Plan is in Reorganization or is Insolvent.

     SECTION 8.14. Investment Company Act; Other Regulations. No Borrower is an
     -------------------------------------------------------
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No
Borrower is subject to any law or regulation which limits its ability to incur
the Indebtedness to be incurred by it under the Loan Documents.

     SECTION 8.15. Subsidiaries. As of the date hereof, the Company has no
     --------------------------
Subsidiaries except those Subsidiaries identified on Schedule II to this
Agreement. Schedule II also specifies which Subsidiaries are Insignificant
Subsidiaries on the date of this Agreement. Schedule VI lists, under the heading
"Foreign Subsidiaries of which 65% of the Capital Stock is to be Pledged", all
Excluded Foreign Subsidiaries on the Restatement Effective Date other than
Excluded Foreign Subsidiaries of the type described in clauses (i) and (iv) of
the definition of Excluded Foreign Subsidiary in Section 1.1. Schedule VI lists,
under the heading "Foreign Subsidiaries of which 100% of the Capital Stock is to
be Pledged", all Foreign Subsidiaries on the Restatement Effective Date other
than Excluded Foreign Subsidiaries.

     SECTION 8.16. Environmental Matters. (a) The facilities and properties
     -----------------------------------
owned, leased or operated by the Company and/or any of its Subsidiaries (the
"Properties") do not contain, and have not previously contained, any Materials
 ----------
of Environmental Concern in amounts or concentrations which (i) constitute or
constituted a violation of, or (ii) could reasonably be expected to give rise to
liability under, any Environmental Law except in either case insofar as such
violation or liability, or any aggregation thereof, is not reasonably likely to
result in a Material Adverse Effect.

     (b)  The Properties and all operations at the Properties are in compliance,
and have in the last five years been in compliance, in all material respects
with all applicable Environmental Laws, and there is no contamination at, under
or about the Properties or violation of any Environmental Law with respect to
the Properties or the business operated by the Company or any of its
Subsidiaries (the "Business") which could materially interfere with the
                   --------
continued operation of the Properties or materially impair the aggregate fair
saleable value of the Properties.

     (c)  Neither the Company nor any of its Subsidiaries has received any
notice of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws
with regard to any of the Properties or the Business, nor does the Company or
any of its Subsidiaries have knowledge or reason to believe that any such notice
will be received or is being threatened except insofar as

<PAGE>

such notice or threatened notice, or any aggregation thereof, does not involve a
matter or matters that is or are reasonably likely to result in a Material
Adverse Effect.

          (d) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
which could reasonably be expected to give rise to liability under, any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the Properties
in violation of, or in a manner that could reasonably be expected to give rise
to liability on the part of the Company or any Subsidiary under, any applicable
Environmental Law except insofar as any such violation or liability referred to
in this paragraph, or any aggregation thereof, is not reasonably likely to
result in a Material Adverse Effect.

          (e) No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Company, threatened, under any Environmental
Law to which the Company or any Subsidiary is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to the Properties or the Business except insofar as such
proceeding, action, decree, order or other requirement, or any aggregation
thereof, is not reasonably likely to result in a Material Adverse Effect.

          (f) There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of the Company or any Subsidiary in connection with the
Properties or otherwise in connection with the Business, in violation of or in
amounts or in a manner that could reasonably give rise to liability under
Environmental Laws except insofar as any such violation or liability referred to
in this paragraph, or any aggregation thereof, is not reasonably likely to
result in a Material Adverse Effect.

          SECTION 8.17. Accuracy and Completeness of Information. All written
          ------------------------------------------------------
information heretofore furnished by each Loan Party to the Lenders for purposes
of or in connection with this Agreement, taken as a whole, does not, and all
such information hereafter furnished by such Loan Party to any Lender for
purposes of this Agreement will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
made or to be made, in the light of the circumstances under which they were or
will be made, not misleading. Prior to the date hereof, the Company has
disclosed to the Lenders in writing any and all facts which materially and
adversely affect (to the extent the Company can as of the date hereof reasonably
foresee), the business, operations or financial condition of the Company and its
Subsidiaries, taken as a whole, or the ability of any Loan Party to perform its
obligations under the Loan Documents. It is understood that no representation or
warranty is made concerning the forecasts, estimates, pro forma information,
projections and statements as to anticipated future performance or conditions,
and the assumptions on which they were based, contained in any such information,
reports, financial statements, exhibits or schedules, except that as of the date
such forecasts, estimates, pro forma information, projections and statements
were generated, (a) such forecasts, estimates, pro forma information,
projections and statements were based on the good faith assumptions of the
management of the Company and (b) such assumptions were believed by such
management to be reasonable.
<PAGE>

          SECTION 8.18. Other Unsubordinated Indebtedness. The obligations of
          -----------------------------------------------
each of the Borrowers under this Agreement and the Notes and the other Loan
Documents rank at least pari passu in right of payment with all other
                        ---- -----
unsubordinated Indebtedness of such Borrowers.

          SECTION 8.19. Foreign Subsidiary Borrowers and L/C Subsidiaries. (a)
          ---------------------------------------------------------------
Each Foreign Subsidiary Borrower will be a direct or indirect Wholly Owned
Subsidiary of the Company (or, with the consent of the Majority Multicurrency
Revolving Credit Facility Lenders, which consent shall not be unreasonably
withheld, a direct or indirect, majority-owned Subsidiary of the Company). Each
L/C Subsidiary will be a direct or indirect Wholly Owned Subsidiary of the
Company.

          (b) Each Foreign Subsidiary Borrower and each L/C Subsidiary will
have, upon becoming a party hereto, full right and authority to enter into this
Agreement and each other Loan Document to which it is a party, and to perform
all of its obligations under this and each other Loan Document to which it is a
party; all of the foregoing actions will have been, prior to any request for
Loans by such Borrower or Letters of Credit by such L/C Subsidiary, as the case
may be, duly authorized by all necessary action on the part of such Borrower or
such L/C Subsidiary, as the case may be; and when such Foreign Subsidiary
Borrower or such L/C Subsidiary, as the case may be, becomes a party hereto,
this Agreement and each other Loan Document to which it is a party will
constitute valid and binding obligations of such Borrower enforceable in
accordance with their respective terms except as such terms may be limited by
the application of bankruptcy, moratorium, insolvency and similar laws affecting
the rights of creditors generally and by equitable principles affecting the
availability of specific performance and other remedies.

          SECTION 8.20. Security Documents.(a) Each Security Document, when
          --------------------------------
executed and delivered by the Loan Party which is a party thereto, will be
effective to create in favor of the Administrative Agent (or the Trustee, as the
case may be), for the benefit of the Lenders (and, as the case may be, the other
creditors which are secured thereby), a legal, valid and enforceable security
interest in the Collateral described therein and proceeds thereof, except to the
extent expressly excluded by the terms thereof. When the actions described in
Schedule 8.20(a) in respect of each Security Document have been taken, the
Security Documents shall constitute fully perfected Liens on, and security
interests in, all right, title and interest of the Loan Parties in such
Collateral and the proceeds thereof, as security for the Secured Obligations, in
each case prior and superior in right to any other Person (except, in the case
of Collateral other than Pledged Stock, Liens permitted by Section 11.4).

          (b) Each of the Mortgages, when executed and delivered, will be
effective to create in favor of the Administrative Agent (or the Trustee, as the
case may be), for the benefit of the Lenders (and, as the case may be, the other
creditors which are secured thereby), a legal, valid and enforceable Lien on the
Mortgaged Properties described therein and proceeds thereof, and when the
Mortgages are filed in the offices specified on Schedule 8.20(b), each such
Mortgage shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in the Mortgaged Properties
and the proceeds thereof, as security for the Secured Obligations, in each case
prior and superior in right to any other Lien (except Liens permitted by Section
11.4).
<PAGE>

          SECTION 8.21. Solvency. Each Loan Party is, and after giving effect to
          ----------------------
the incurrence of all Indebtedness and obligations being incurred in connection
herewith and therewith will be and will continue to be, Solvent.

          SECTION 8.22. Regulation H. Except for real property in respect of
          --------------------------
which the Company has complied with the provisions of Section 10.13(d), no
Mortgage encumbers improved real property that is located in an area that has
been identified by the Secretary of Housing and Urban Development as an area
having special flood hazards and in which flood insurance has been made
available under the National Flood Insurance Act of 1968.

                       ARTICLE IX  CONDITIONS PRECEDENT
                                   --------------------

          SECTION 9.1. Conditions to Effectiveness of Amendment and Restatement
          ---------------------------------------------------------------------
and Initial Extension of Credit on or after the Restatement Effective Date. The
--------------------------------------------------------------------------
effectiveness of this Agreement and the agreement of each Lender to make its
initial extension of credit requested to be made by it on or after the
Restatement Effective Date shall be subject to the satisfaction of the following
conditions precedent on or before the Restatement Effective Date:

          (a) Credit Agreement. The Administrative Agent shall have received
              ----------------
this Agreement, executed and delivered by a duly authorized officer (or a duly
authorized representative) of the Company, each Foreign Subsidiary Borrower that
is a party hereto on the Restatement Effective Date, the Required Lenders (as
defined in the Existing Credit Agreement), each Swing Line Lender, each Lender
that is not a "Lender" under and as defined in the Existing Credit Agreement,
and each Lender whose commitments or extensions of credit under the Existing
Credit Agreement are increasing pursuant to this Agreement.

          (b) Corporate Proceedings. The Administrative Agent shall have
              ---------------------
received a copy of the resolutions, in form and substance satisfactory to the
Administrative Agent, of the Board of Directors of the Company and each Domestic
Subsidiary that is to be a party to any Loan Document, authorizing (i), in the
case of each Borrower that is a party hereto on the Restatement Effective Date
(A) the execution, delivery and performance by it of this Agreement and the Loan
Documents to which it is a party and (B) the borrowings by it contemplated
hereunder (including, without limitation, with respect to the Company, the
borrowing of the Supplemental Revolving Credit Loans) and (ii) the grant of the
security interests to be granted by it pursuant to the Security Documents,
certified by the Secretary or an Assistant Secretary of the Company or the
relevant Subsidiary, as the case may be, as of the Restatement Effective Date,
which certificate shall be in form and substance satisfactory to the
Administrative Agent and shall state that the resolutions thereby certified have
not been amended, modified, revoked or rescinded.

          (c) Incumbency Certificate. The Administrative Agent shall have
              ----------------------
received a certificate of the Company, dated the Restatement Effective Date, as
to the incumbency and signature of the officers or representatives of each
Domestic Subsidiary that is to be a party to any Loan Document, satisfactory in
form and substance to the Administrative Agent, executed by any of the Chief
Executive Officer, the President, the Chief Financial Officer, the Treasurer,
the Assistant Treasurer or the Controller of the Company and the Secretary or
any Assistant Secretary (or a duly authorized representative, if such
representative is also a duly authorized officer of the Company or otherwise
authorized by the Company) of the Company.
<PAGE>

          (d) Corporate Documents. The Administrative Agent shall have received
              -------------------
true and complete copies of the certificate of incorporation and by-laws of the
Company and each other Borrower that is a party hereto on the Restatement
Effective Date, certified as of the Restatement Effective Date as complete and
correct copies thereof by the Secretary or an Assistant Secretary or a duly
authorized representative of the Company or such other Borrower, as the case may
be.

          (e) Approvals. All governmental and material third party approvals
              ---------
necessary in connection with the transactions contemplated hereby shall have
been obtained and be in full force and effect. The Administrative Agent shall
have received a certificate of a Responsible Officer of the Company to the
foregoing effect, to which shall be attached copies of any such approvals
theretofore obtained.

          (f) Fees. The Lenders and the Administrative Agent shall have received
              ----
all fees required to be paid, and the Administrative Agent shall have received
all expenses for which invoices have been presented (including the reasonable
fees and expenses of legal counsel), on or prior to the Restatement Effective
Date in connection with this Agreement.

          (g) Legal Opinions. The Administrative Agent shall have received the
              --------------
executed legal opinions of (i) David M. Sherbin, Esq., Deputy General Counsel of
the Company and (ii) Sidley & Austin, special counsel to the Company, each given
upon the express instructions of the Company, substantially in the forms of
Exhibits J-1 and J-2, respectively. Subject to Section 10.12, the Administrative
Agent shall also have received such legal opinions from Netherlands, English,
Canadian and German counsel as it shall reasonably request in respect of
Security Documents or Guarantees governed by the laws of such jurisdictions.

          (h) Lien Searches. The Administrative Agent shall have received the
              -------------
results of a recent lien search in each of the jurisdictions where assets of the
Loan Parties are located, and such search shall reveal no liens on any of the
assets of the Loan Parties except for Liens permitted by Section 11.4 or
discharged on or prior to the Restatement Effective Date pursuant to
documentation satisfactory to the Administrative Agent.

          (i) Business Plan. Each of the Lenders shall have received a
              -------------
satisfactory business plan of the Company for fiscal years 2000-2004 and a
satisfactory written analysis of the business and prospects of the Company and
its Subsidiaries for the period from the Restatement Effective Date through the
2004 fiscal year (it being understood that the business plan and written
analysis set forth in the Confidential Information Memorandum are satisfactory).

          (j) Perfection Actions; Other Actions. Subject to Section 10.12, all
              ------------------
actions required to cause the effectiveness of the Security Documents (other
than the Mortgages) and the Trust Agreements shall have been completed, and all
filings, registrations and recordings necessary to perfect the security
interests created by each of such Security Documents shall be in proper form for
filing, registration or recordation.

          (k) Security Documents and Subsidiary Guarantees. Subject to Section
              --------------------------------------------
10.12, the Administrative Agent shall have received (i) the Domestic Subsidiary
Guarantee and the U.K. Acquisition I Guarantee, executed and delivered by a duly
authorized officer of each guarantor party thereto, (ii) each Trust Agreement,
executed and delivered by a duly authorized
<PAGE>

officer of each party thereto, and (iii) each of the other Security Documents
(other than the Mortgages), executed and delivered by a duly authorized officer
of each party thereto.

          (l) Indenture Certification. The Administrative Agent shall have
              -----------------------
received a certificate of the Chief Financial Officer or the Treasurer of the
Company (i) setting forth the amount of additional Indebtedness that is
permitted by the second paragraph of the limitation on liens covenants in each
of the Indentures to be secured by "any principal property owned by the Company
or any Restricted Subsidiary or shares of capital stock or evidence of
Indebtedness of any Restricted Subsidiary" (within the meaning of the
Indentures) without creating a requirement to equally and ratably secure the
securities under any Indenture by any such collateral and (ii) setting forth in
reasonable detail the calculation of such amount.

          SECTION 9.2.  Conditions to Each Extension of Credit. The agreement of
          ----------------------------------------------------
each Lender to make any extension of credit requested to be made by it on any
date (including, without limitation, any Supplemental Revolving Extension of
Credit, Tranche C Term Loan and any other extensions of credit made on or after
the Restatement Effective Date) is subject to the satisfaction of the following
conditions precedent:

          (a) Representations and Warranties. Each of the representations and
              ------------------------------
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of such date as if made on
and as of such date, except if such representation or warranty relates to an
earlier date or refers to Schedules, in which case such representation and
warranty shall be true and correct in all material respects on such earlier date
and after giving effect to any amendments of such Schedules.

          (b) No Default. No Default or Event of Default shall have occurred and
              ----------
be continuing on such date or after giving effect to the extension of credit
requested to be made on such date.

          (c) Foreign Subsidiary Opinion. If such Loan is the initial Loan to a
              --------------------------
Foreign Subsidiary Borrower, the Administrative Agent shall have received a
Foreign Subsidiary Opinion in respect of such Foreign Subsidiary Borrower.

          (d) No Availability under Supplemental Revolving Credit Facility. If
              ------------------------------------------------------------
such requested extension of credit is any extension of credit requested to be
made prior to the date which is six months after the Restatement Effective Date,
and if such requested extension of credit is any extension of credit other than
the Tranche C Term Loans, a Swing Line Loan or a Supplemental Revolving
Extension of Credit, then, after giving effect to the application of the
proceeds of such requested extension of credit, the amount of the Available
Supplemental Revolving Credit Commitment of all Lenders shall be zero.

          (e) Corporate Proceedings. If such Loan is the initial Loan to a
              ---------------------
Foreign Subsidiary Borrower, the Administrative Agent shall have received a copy
of the resolutions, in form and substance satisfactory to the Administrative
Agent, of the Board of Directors of such Borrower, authorizing (i) the
execution, delivery and performance by it of this Agreement and the Loan
Documents to which it is a party and (ii) the borrowings by it contemplated
hereunder, certified by the Secretary or an Assistant Secretary of such Borrower
as of the date on which such Loan is requested to be made, which certificate
shall be in form and substance satisfactory
<PAGE>

to the Administrative Agent and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.

          (f) Incumbency Certificate. If such Loan is the initial Loan to a
              ----------------------
Foreign Subsidiary Borrower, the Administrative Agent shall have received a
certificate of such Borrower dated the date on which such Loan is requested to
be made, as to the incumbency and signature of the officers or representatives
of such Borrower executing any Loan Document, satisfactory in form and substance
to the Administrative Agent, executed by any Responsible Officer of such
Borrower and the Secretary or any Assistant Secretary (or a duly authorized
representative, if such representative is also a duly authorized officer of such
Borrower or otherwise authorized by such Borrower).

          (g) Corporate Documents. If such Loan is the initial Loan to a Foreign
              -------------------
Subsidiary Borrower, the Administrative Agent shall have received true and
complete copies of the organic documents of such Borrower, certified as of the
date on which such Loan is required to be made as complete and correct copies
thereof by the Secretary or an Assistant Secretary or a duly authorized
representative of such Borrower.

          (h) Additional Matters. All corporate and other proceedings, and all
              ------------------
documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be satisfactory in form and substance to the Administrative Agent, and the
Administrative Agent shall have received such other documents and legal opinions
in respect of any aspect or consequence of the transactions contemplated hereby
or thereby as it shall reasonably request.

Each borrowing of Loans by a Borrower hereunder, and each request by a Borrower
or an L/C Subsidiary for the issuance of a Letter of Credit hereunder, shall
constitute a representation and warranty by the Company and such Borrower or L/C
Subsidiary, as the case may be, as of the date of such Loan or issuance that the
conditions contained in this Section 9.2 have been satisfied.

                       ARTICLE X  AFFIRMATIVE COVENANTS
                                  ---------------------

          From and after the Restatement Effective Date, each of the Company
and, to the extent the covenants set forth below relate thereto, each Foreign
Subsidiary Borrower, hereby covenants and agrees that so long as any of the
Commitments remain in effect, any Loan remains outstanding and unpaid or any
other amount is owing to any Lender or the Administrative Agent hereunder, the
Company or such Foreign Subsidiary Borrower, as applicable, will comply with the
covenants set forth below in this Article X:

          SECTION 10.1. Financial Statements. The Company will furnish to each
          ----------------------------------
Lender:

          (a) as soon as available, but in any event within 120 days after the
end of each fiscal year of the Company, a copy of the consolidated balance sheet
of the Company and its Subsidiaries as at the end of such year and the related
consolidated statements of income and cash flows for such year, setting forth in
each case in comparative form the figures for the previous year, certified
without qualification or exception by independent public accountants of
nationally recognized standing selected by the Company, it being understood and
agreed that the
<PAGE>

delivery of the Company's Annual Report on Form 10-K for such fiscal year signed
by a Responsible Officer will satisfy the requirement set forth in this clause;
and

          (b) as soon as available, but in any event within 60 days after the
end of each of the first three quarterly periods of each fiscal year of the
Company, a copy of the unaudited consolidated condensed balance sheet of the
Company and its Subsidiaries as at the end of each such quarter and the related
unaudited consolidated condensed statements of income and cash flows of the
Company and its Subsidiaries for the portion of the fiscal year through such
date, setting forth in each case in comparative form such figures for the
previous year, certified by a Responsible Officer, it being understood and
agreed that the delivery of the Company's Quarterly Report on Form 10-Q for the
relevant fiscal quarter signed by a Responsible Officer will satisfy the
requirement set forth in this clause;

all such financial statements to be complete and correct in all material
respects and prepared in reasonable detail and in accordance with GAAP applied
consistently throughout the periods reflected therein (except for such changes
in accounting principles as may be approved by such Responsible Officer and
concurred in by the Company's independent public accountants and disclosed
therein).

          SECTION 10.2. Certificates; Other Information. The Company will
          ---------------------------------------------
furnish to each Lender:

          (a) concurrently with each delivery of the financial statements
referred to in Sections 10.1(a) and (b), (i) a certificate of a Responsible
Officer in the form of Exhibit H (A) stating that such officer has no knowledge
of any Default or Event of Default except as specified in such certificate and
(B) showing in reasonable detail the calculations supporting such statement in
respect of Sections 11.1, 11.2 and 11.3 and (ii) a Reinvestment Notice for the
fiscal quarter then ended, if any Asset Sales have been consummated during such
fiscal quarter and the Company wishes to reinvest all or any portion of the
proceeds thereof;

          (b) on or prior to February 28 of each year, a copy of the projections
by the Company of the operating budget and cash flow budget of the Company and
its Subsidiaries for the succeeding fiscal year, such projections to be
accompanied by a certificate of a Responsible Officer to the effect that such
projections have been prepared on a reasonable basis and in good faith, it being
understood that no representation or warranty shall be deemed to be made
concerning the projections and budgets and the assumptions on which they were
based, except that as of the date on which such projections and budgets were
generated, (a) they were based on the good faith assumptions of the management
of the Company and (b) such assumptions were believed by such management to be
reasonable (it being understood that the requirements of this paragraph (b) have
been satisfied for fiscal year 2000);

          (c) [RESERVED];

          (d) if requested by the Administrative Agent or by any Lender through
the Administrative Agent, promptly after the same is furnished to PBGC, copies
of all information furnished by the Company, any Subsidiary or any Commonly
Controlled Entity to PBGC, except, in each case, information furnished as to
ordinary operational aspects of the business of the Company or any Subsidiary
and not relating to any deviation by the Company or any Subsidiary from rules
and regulations of PBGC; and
<PAGE>

          (e) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

          SECTION 10.3. Accrual of Liabilities; Payment of Obligations. The
          ------------------------------------------------------------
Company will maintain, and cause each of its Subsidiaries to maintain, in
accordance with GAAP, appropriate reserves for the accrual of taxes and all
other obligations, liabilities and claims and pay, discharge or otherwise
satisfy, and cause each of its Subsidiaries to pay, discharge or otherwise
satisfy, at or before their maturity or before they become delinquent, as the
case may be, all obligations except (a) where the same are being contested in
good faith by appropriate proceedings diligently pursued or (b) where the
failure so to pay, discharge or otherwise satisfy obligations would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

          SECTION 10.4. Maintenance of Corporate Existence; Maintenance of
          ----------------------------------------------------------------
Properties. The Company will (a) maintain its corporate existence, rights and
----------
franchises necessary to continue its business and the corporate existence,
rights and franchises necessary to continue the business of each of its
Significant Subsidiaries, provided that the foregoing shall not be a limitation
(i) on the right of the Company to discontinue any operations if in the opinion
of the Company such discontinuance is in the best interest of the Company and
would not materially affect the ability of the Company to pay its debts as they
become due, (ii) on asset sales permitted under Section 11.8 and (iii) on the
right of any Significant Subsidiary of the Company to merge with or be
liquidated into the Company or another Significant Subsidiary of the Company if
a Default does not then exist and would not result therefrom; and (b) maintain,
and cause each Significant Subsidiary to maintain, the properties which are used
or useful in its respective operations in good working order and condition.

          SECTION 10.5. Insurance. The Company will maintain, and cause each
          -----------------------
of its Significant Subsidiaries to maintain, insurance with financially sound
and reputable companies in such form and upon such terms and in such amounts and
against such risks (including liability for bodily injury and property damage)
and subject to such deductibles or retentions as in the reasonable opinion of
the Company is available on commercially reasonable terms and will provide sound
and reasonable protection for the Company's or such Significant Subsidiary's
assets and operations. At the Administrative Agent's request, the Company will
furnish to the Administrative Agent (with copies for each Lender) certificates
of insurance or other evidence that such insurance is being maintained.

          SECTION 10.6. Notices. The Company will (a) promptly give notice in
          ---------------------
writing to the Administrative Agent (which shall promptly notify each Lender) of
the occurrence of any Default or Event of Default under this Agreement, or of
the commencement of (i) any material litigation or proceedings affecting the
Company or any Subsidiary or (ii) any dispute between the Company or any
Subsidiary and any Governmental Authority or any other party if such litigation,
proceedings or dispute could reasonably be expected to result in a Material
Adverse Effect; and (b) as soon as possible and in any event within 45 days
after the Company knows or has reason to know that any Reportable Event (other
than a Reportable Event not subject to the provision for 30-day notice to PBGC
pursuant to the regulations issued under ERISA) has occurred with respect to any
Single Employer Plan or that PBGC or any Borrower or any Commonly Controlled
Entity has instituted or will institute proceedings under Title IV of ERISA to
terminate any Single Employer Plan, deliver to the Administrative Agent (which
shall promptly notify each Lender) a certificate of a Responsible Officer of the
Company setting forth
<PAGE>

details as to such Reportable Event and the action that the Company proposes to
take with respect thereto, together with a copy of any notice of such Reportable
Event that may be required to be filed with PBGC, or any notice delivered by
PBGC evidencing its intent to institute such proceedings or any notice to PBGC
that such Plan is to be terminated, as the case may be. For all purposes of
clause (b) of this Section 10.6, the Company shall be deemed to have all
knowledge or knowledge of all facts attributable to the administrator of a
Single Employer Plan.

          SECTION 10.7. Compliance with Contractual Obligations and Laws. The
          --------------------------------------------------------------
Company will, and will cause each of its Subsidiaries to, comply with all
provisions of any Contractual Obligation, applicable law, rule, regulation,
order, writ, judgment, injunction, decree, award or ordinance to which it is
subject, except to the extent that the failure to comply therewith could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.

          SECTION 10.8. Access to Books and Inspection. The Company shall keep
          --------------------------------------------
proper books of record and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and give the
Administrative Agent and any reasonable number of representatives of each Lender
access, at the Company's principal office, upon reasonable notice during normal
business hours to, and permit any such representatives to examine, copy or make
excerpts from, any and all books, records and documents in the possession of the
Company relating to its affairs and the affairs of the Subsidiaries, and to
inspect any of the properties of the Company or the Subsidiaries.
Notwithstanding any provision in this Section, the Company (i) shall be given a
reasonable opportunity upon reasonable notice to have an officer or officers of
the Company accompany any such representative during any such visit, and (ii)
shall not be responsible for any expenses incurred by any such representative.

          SECTION 10.9. Use of Proceeds. The Borrowers shall use the proceeds
          -----------------------------
of the Loans for the purposes specified in Section 7.13.

          SECTION 10.10. Environmental Laws. The Company will, and will cause
          ---------------------------------
each Subsidiary to, (a) comply with, and ensure compliance by all tenants and
subtenants, if any, with, all applicable Environmental Laws and obtain and
comply in all material respects with and maintain, and ensure that all tenants
and subtenants obtain and comply in all material respects with and maintain, any
and all licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws except to the extent that the failure to do so, or
any aggregation thereof, is not reasonably likely to result in a Material
Adverse Effect, (b) conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws except to the extent that the same are being contested in good faith by
appropriate proceedings and the pendency of such proceedings is not reasonably
likely to result in a Material Adverse Effect and (c) defend, indemnify and hold
harmless the Administrative Agent and the Lenders, and their respective
employees, agents, officers and directors, from and against any and all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature known or unknown, contingent or otherwise, arising
out of, or in any way relating to the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of the
Company, any of its Subsidiaries or the Properties, or any orders, requirements
or demands of Governmental Authorities related thereto, including, without
limitation, investigation and laboratory fees, response costs, court costs,
litigation expenses and
<PAGE>

reasonable attorneys' and consultants' fees, except to the extent that any of
the foregoing arise out of the gross negligence or willful misconduct of the
party seeking indemnification therefor. The agreements in clause (c) of this
Section shall survive repayment of the Notes and all other amounts payable
hereunder.

          SECTION 10.11. Additional Collateral and Guaranties. (a) With
          ---------------------------------------------------
respect to any new Subsidiary (other than any Excluded Foreign Subsidiary or any
Shell Subsidiary) created or acquired after the Restatement Effective Date by
the Company or any Domestic Subsidiary (which new Subsidiary, for the purposes
of this paragraph (a), shall include any existing Significant Subsidiary that
ceases to be an Excluded Foreign Subsidiary, any existing Shell Subsidiary that
ceases to be a Shell Subsidiary and, at the request of the Administrative Agent,
shall also include any Foreign Subsidiary (other than any Excluded Foreign
Subsidiary) of the Company or any Domestic Subsidiary which is in existence on
the Restatement Effective Date but does not execute a Subsidiary Guarantee on
the Restatement Effective Date), the Company or its Subsidiaries, as applicable,
shall promptly (i) execute and deliver to the relevant Trustee such amendments
to the applicable Pledge Agreement, or such additional Pledge Agreement, as the
Administrative Agent deems necessary or advisable in order to grant to such
Trustee, as security for the Secured Obligations secured under such Pledge
Agreement, a perfected priority security interest in the Capital Stock of such
new Subsidiary which is owned by the Company or any of its Subsidiaries (other
than an Excluded Foreign Subsidiary), (ii) deliver to such Trustee the
certificates representing such Capital Stock, together with undated stock
powers, in blank, executed and delivered by a duly authorized officer of the
Company or such pledgor Subsidiary, as the case may be, or take such other
perfection actions in respect of such Capital Stock as shall be reasonably
requested by the Administrative Agent to perfect its security interest therein,
(iii) cause such new Subsidiary to become a party to a Subsidiary Guarantee and
the Security Agreement, (iv) take such actions as may be necessary or advisable
to grant to the New Trustee perfected first priority and second priority
security interests (subject to the Liens permitted by this Agreement) in the
Collateral described in the Security Agreement with respect to such new
Subsidiary, including the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be required by the Security Agreement or by law or
as may be requested by the Administrative Agent, (v) deliver to the
Administrative Agent copies of the documents specified in Section 9.1(b), (c)
and (d) with respect to such new Subsidiary and (vi) if reasonably requested by
the Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

          (b) With respect to any new Excluded Foreign Subsidiary (other than
any such Subsidiary which is of the type described in clause (i) or (iv) of the
definition of Excluded Foreign Subsidiary in Section 1.1) created or acquired
after the Restatement Effective Date by the Company or any of its Domestic
Subsidiaries, the Company or such Domestic Subsidiary, as applicable, shall
promptly (i) execute and deliver to the Administrative Agent such amendments or
supplements to the applicable Pledge Agreement, or such new Pledge Agreement, as
the Administrative Agent deems necessary or advisable in order to grant to the
relevant Trustee, as security for the Secured Obligations secured under such
Pledge Agreement, a perfected priority security interest in the Capital Stock of
such new Subsidiary which is owned by the Company or any of its Domestic
Subsidiaries (provided that in no event shall more than 65% of the total
outstanding Capital Stock of any such new Excluded Foreign Subsidiary be
required to be so pledged), (ii) deliver to such Trustee the certificates
representing such Capital Stock, together
<PAGE>

with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the Company or such Subsidiary, as the case may be and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

          (c)  Notwithstanding anything in this Section 10.11 to the contrary,
(i) shares of the Capital Stock of Netherlands BV II and Netherlands BV IV shall
not be required to be pledged hereunder, and shares of Capital Stock of any
other Foreign Subsidiary shall not be required to be pledged hereunder to the
extent that, in the good faith judgment of the Company, the pledging of such
Capital Stock would result in adverse tax consequences to the Company or would
be unlawful and (ii) so long as the Existing Accounts Receivable Financing
Program or any similar program is in effect, the Receivables Subsidiary or any
Subsidiary created under a subsequent receivables financing program shall not be
required to become a party to a Subsidiary Guarantee or to create a security
interest in any of its assets.

          (d)  With respect to any property of the type covered by the Security
Agreement acquired after the Restatement Effective Date by the Company or any
Subsidiary (other than any Excluded Joint Venture or any Shell Subsidiary, in
each case so long as it qualifies as such) (other than (x) any property
described in paragraph (a), (b) or (e) of this Section 10.11, (y) any property
subject to a Lien expressly permitted by Section 11.4(m)(ii) and (z) property
acquired by any Excluded Foreign Subsidiary) as to which the New Trustee under
the New Trust Agreement does not have a perfected Lien, promptly (i) execute and
deliver to the Administrative Agent such amendments to the Security Agreement or
such other documents as the Administrative Agent deems necessary or advisable to
grant to such Trustee, as security for the Secured Obligations secured under the
Security Agreement, a security interest in such property and (ii) take all
actions as may be necessary or advisable to grant to such Trustee, perfected
first priority and second priority security interests in such property,
including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Security Agreement or by law or as may
be requested by the Administrative Agent.

          (e)  With respect to any fee interest in (A) any real property having
a value (together with improvements thereof) of at least $1,000,000 acquired
after the Restatement Effective Date by the Company or any Subsidiary and (B)
any Excluded Real Property, having a value (together with improvements thereof)
of at least $1,000,000, not disposed of within 180 days after the Restatement
Effective Date (in each case, other than (x) any such real property subject to a
Lien expressly permitted by Section 11.4(m)(ii) and (y) real property acquired
or owned by any Excluded Foreign Subsidiary or any Excluded Joint Venture),
promptly (i) execute and deliver two Mortgages, the first of which secures the
First Priority Secured Obligations (as defined in the Security Agreement) and
the second of which secures the Other Secured Obligations (as defined in the
Security Agreement), each in favor of the New Trustee, covering such real
property, and (ii) if requested by the Administrative Agent, (x) provide the
Lenders with title and extended coverage insurance covering such real property
in an amount at least equal to the purchase price of such real property as well
as an ALTA survey thereof dated no earlier than 180 days prior to the date such
real property was so acquired, together with a surveyor's certificate which
certifies said survey to the Administrative Agent, and (y) use its reasonable
efforts to cause to be provided any consents or estoppels in connection with
such Mortgages, which, in the reasonable opinion of the Administrative Agent,
are necessary to
<PAGE>

preserve the Lien of the Mortgages, each of the foregoing in form and substance
reasonably satisfactory to the Administrative Agent.

          SECTION 10.12.  Foreign Collateral Matters.  Notwithstanding the
          ------------------------------------------
provisions of Section 9.1(g), (j) and (k) and Section 10.11 (but subject to
Section 10.11(c)):

          (a)  with respect to any Foreign Subsidiary listed under the heading
"Foreign Subsidiaries of which 65% of the Capital Stock is to be Pledged" in
Schedule VI, the Company shall take the actions required by Section 9.1(j) and
(k) (to the extent such actions have not already been taken pursuant to the
Existing Credit Agreement) to pledge 65% of the Capital Stock of each such
Foreign Subsidiary, and shall cause the applicable legal opinions required by
Section 9.1(g) to be delivered, as promptly as practicable, and in any event
within 120 days after the Restatement Effective Date; and with respect to any
Foreign Subsidiary listed under the heading "Foreign Subsidiaries of which 100%
of the Capital Stock is to be Pledged" in Schedule VI, the Company shall take
the actions required by Section 9.1(j) and (k) (to the extent such actions have
not already been taken pursuant to the Existing Credit Agreement) to pledge 100%
of the Capital Stock of each such Foreign Subsidiary, and shall cause the
applicable legal opinions required by Section 9.1(g) to be delivered, as
promptly as practicable, and in any event within 120 days after the Restatement
Effective Date; and

          (b)  the Company may satisfy the requirements of Sections 9.01(g), (j)
and (k) and Section 10.11 with respect to any Excluded Foreign Subsidiary by
transferring all of the Capital Stock of such Excluded Foreign Subsidiary to F-M
International Group Inc.

          SECTION 10.13.  Mortgages, etc.  On or prior to the date which is 60
          ------------------------------
days following the Restatement Effective Date (such period of 60 days, the
"Mortgage Period"):
 ---------------

          (a)  the Company shall cause to be delivered to the New Trustee, two
     Mortgages with respect to each Mortgaged Property listed in Schedule VII,
     executed and delivered by a duly authorized officer of each party thereto,
     the first such Mortgage with respect to each Mortgaged Property securing
     the First Priority Secured Obligations (as defined in the Security
     Agreement) and the second such Mortgage with respect to each Mortgaged
     Property securing the Other Secured Obligations (as defined in the Security
     Agreement);

          (b)  the Company shall cause to be delivered to the New Trustee, and
     the title insurance company issuing the policy referred to in clause (c)
     below (the "Title Insurance Company") shall have received, a land survey of
                 -----------------------
     the sites of the Mortgaged Properties certified to the New Trustee and the
     Title Insurance Company in a manner reasonably satisfactory to them, dated
     a date reasonably satisfactory to the Administrative Agent and the Title
     Insurance Company by an independent licensed land surveyor reasonably
     satisfactory to the Administrative Agent, which survey shall be made in
     accordance with the Minimum Standard Detail Requirements for Land Title
     Surveys jointly established and adopted by the American Land Title
     Association and the American Congress on Surveying and Mapping in 1992,
     and, without limiting the generality of the foregoing, there shall be
     surveyed and shown on such surveys the following: (i) the locations on such
     sites of all the buildings, structures and other improvements and the
     established building setback lines; (ii) the lines of streets abutting the
     sites and width thereof; (iii) all access and other easements appurtenant
     to the sites; (iv) all roadways, paths, driveways, easements, encroachments
     and overhanging projections and similar encumbrances
<PAGE>

     affecting the site, whether recorded, apparent from a physical inspection
     of the sites or otherwise known to the surveyor; (v) any encroachments on
     any adjoining property by the building structures and improvements on the
     sites; and (vi) the flood zone designations, if any, in which the Mortgaged
     Properties are located (provided that if the Administrative Agent
     determines that it is reasonable to do so, the Administrative Agent may
     accept a survey in respect of any parcel of Mortgaged Property not
     conforming to the requirements specified above in this paragraph (b));

          (c)  the New Trustee shall have received in respect of each Mortgaged
     Property a mortgagee's title insurance policy (or policies) or marked up
     binder for such insurance. Each such policy shall (i) be in an amount
     reasonably satisfactory to the Administrative Agent; (ii) insure that the
     Mortgages insured thereby create a valid first Lien and a valid second Lien
     on such Mortgaged Property free and clear of all defects and encumbrances,
     except as disclosed therein; (iii) name the New Trustee for the benefit of
     the Lenders as the insured thereunder; (iv) be in the form of ALTA Loan
     Policy- 1992 (or equivalent policies); (v) contain such endorsements and
     affirmative coverage (consistent with the other provisions contained
     herein) as the Administrative Agent may reasonably request and (vi) be
     issued by title companies reasonably satisfactory to the Administrative
     Agent (including any such title companies acting as co-insurers or
     reinsurers, at the option of the Administrative Agent). The Administrative
     Agent shall have received evidence reasonably satisfactory to it that all
     premiums in respect of each such policy, all charges for mortgage recording
     tax, and all related expenses, if any, have been paid;

          (d)  if requested by the Administrative Agent with respect to any
     Mortgaged Property which includes a material improvement located within an
     area designated as a flood hazard zone, the Administrative Agent shall have
     received (i) a policy of flood insurance that (A) covers any parcel of
     improved real property that is encumbered by any Mortgage (B) is written in
     an amount not less than the outstanding principal amount of the
     Indebtedness secured by such Mortgage that is reasonably allocable to such
     real property or the maximum limit of coverage made available with respect
     to the particular type of property under the National Flood Insurance Act
     of 1968, whichever is less, and (C) has a term ending not later than the
     maturity of the Indebtedness secured by such Mortgage and (ii) confirmation
     that the Company has received the notice required pursuant to Section
     208(e)(3) of Regulation H of the Board; and

          (e)  the Administrative Agent shall have received a copy of recorded
     documents referred to, or listed as exceptions to title in, the title
     policy or policies referred to in clause (c) above and a copy of all other
     material documents in the possession of the Company affecting the Mortgaged
     Properties, in each case to the extent requested by the Administrative
     Agent;

provided, that (i) if (A) the Company delivers to the Administrative Agent and
--------
each Lender prior to the expiration  of the Mortgage Period a report detailing
the actions taken by or on behalf of the Company prior to the date of such
report to comply with the requirements of this Section 10.13, and (B) the
Administrative Agent determines that the Company has proceeded and is proceeding
diligently to comply with its obligations under this Section 10.13, the
Administrative Agent may, without the consent of any of the Lenders, grant one
30-day extension of the Mortgage Period, (ii) if on or before the end of any 30-
day extension granted pursuant to the foregoing clause (i), the Company has
completed the requirements set forth above in this Section
<PAGE>

10.13 with respect to at least 90% in number of the properties required by this
Section 10.13 to be mortgaged (excluding, for purposes of determining such
percentage, any leasehold properties) the Company may, with the consent of the
Required Lenders, be granted such additional extensions of the Mortgage Period
as the Required Lenders shall approve and (iii) if on or before the end of any
30-day extension granted pursuant to the foregoing clause (i), the Company has
completed the requirements set forth above in this Section 10.13 with respect to
less than 90% in number of the properties required by this Section 10.13 to be
mortgaged (excluding, for purposes of determining such percentage, any leasehold
properties), any further extensions of the Mortgage Period may be granted only
if the Supermajority Lenders consent thereto.

Notwithstanding the foregoing, with respect to any Mortgaged Property
constituting a leasehold interest and/or which is subject to the terms of an
Operating Agreement (as such term is defined in the form of Mortgage attached as
Exhibit E), the obligations of the Company to deliver the items described in
Sections 10.13(a) through (e) (inclusive) are subject to the Company obtaining
any consents, estoppels or other instruments or documents from third parties
which are necessary in order for the Company to comply with its obligations in
Sections 10.13(a) through (e) (inclusive), provided, however, the Company agrees
                                           --------
to exercise reasonable efforts to obtain any such consents, estoppels or other
instruments or documents.

                        ARTICLE XI  NEGATIVE COVENANTS
                                    ------------------

          From and after the Restatement Effective Date, the Company hereby
covenants and agrees that so long as any of the Commitments remain in effect,
any Loan remains outstanding and unpaid or any other amount is owing to any
Lender or the Administrative Agent hereunder, the Company will comply with the
covenants set forth below in this Article XI:

          SECTION 11.1.  Cash Flow Coverage.  The Company will not permit the
          ---------------------------------
Cash Flow Coverage for any period of four consecutive fiscal quarters ending
during any period set forth below to be less than the ratio set forth below for
such period.

       Period                                Cash Flow Coverage
       ------                                ------------------

       Restatement Effective Date -              1.50 to 1.0
       December 30, 2000

       December 31, 2000 - December 30,          0.75 to 1.0
       2001

       December 31, 2001 - June 29, 2002         1.00 to 1.0

       June 30, 2002 - December 30, 2002         1.25 to 1.0

       December 31, 2002 and thereafter          1.50 to 1.0

          SECTION 11.2.  Consolidated Leverage Ratio.  The Company will not
          ------------------------------------------
permit the Consolidated Leverage Ratio at the last day of any fiscal quarter
ending during any period set forth below to be greater than the ratio set forth
below for such period:
<PAGE>

        Restatement Effective Date -                     4.00 to 1.0
        December 30, 2000

        December 31, 2000 - December 30,                 5.75 to 1.0
        2001

        December 31, 2001 - September 29,                5.25 to 1.0
        2002

        September 30, 2002 - December 30,                5.00 to 1.0
        2002

        December 31, 2002 - December 30,                 4.50 to 1.0
        2003

        December 31, 2003 - December 30,                 4.00 to 1.0
        2004

        December 31, 2004 and thereafter                 3.50 to 1.0

          SECTION 11.3.  Maintenance of Consolidated Net Worth.  The Company
          ----------------------------------------------------
will not permit Consolidated Net Worth at any time to be less than
$2,000,000,000.

          SECTION 11.4.  Limitation on Liens.  The Company will not, nor will it
          ----------------------------------
permit any of its Subsidiaries to, create, assume or incur or suffer to be
created, assumed or incurred or to exist any Lien on any of its properties or
assets, whether now owned or hereafter acquired, provided, however, that the
foregoing restriction shall not apply to the following:

          (a)  Liens existing on the date of this Agreement and described on
Schedule III;

          (b)  Liens on cash or Cash Equivalents to secure the obligations of
the Company or any Subsidiary under any Specified Hedge Agreement entered into
in the ordinary course of business and not for speculative purposes;

          (c)  Liens in favor of the Company or any Wholly Owned Subsidiary;

          (d)  Liens in favor of any Governmental Authority to secure progress,
advance or other payments pursuant to any contract or provision of any statute;

          (e)  any extension, renewal or replacement (or successive extensions,
renewals or replacements), as a whole or in part, of any Lien referred to in the
clauses (a) through (d), and (m) through (t), inclusive, of this Section 11.4;
provided that (i) no such extension, renewal or replacement shall result in an
--------
increase in the liabilities secured thereby and (ii) such extension, renewal or
replacement Lien shall be limited to all or a part of the same property that
secured the Lien so extended, renewed or replaced (plus additions, accessions,
replacements and improvements to such property);

          (f)  Liens for taxes, assessments or governmental charges not yet due
or which are being contested in good faith and by appropriate proceedings
diligently pursued if adequate reserves with respect thereto are maintained on
the books of the Company or such Subsidiary, as the case may be, in accordance
with GAAP or in the case of a Subsidiary located outside the
<PAGE>

United States, general accounting principles in effect from time to time in
their respective jurisdictions of incorporation;

          (g)    carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's, suppliers' or other like Liens arising in the
ordinary course of business (A) which are not overdue for a period of more than
60 days or (B) which are being contested in good faith and by appropriate
proceedings diligently pursued if adequate reserves with respect thereto are
maintained on the books of the Company or such Subsidiary, as the case may be,
in accordance with GAAP;

          (h)    easements, rights-of-way, zoning and similar restrictions and
other encumbrances or title defects incurred in the ordinary course of business
which, in the aggregate, are not greater than $15,000,000 (to the extent the
dollar values of such encumbrances are calculable) and which do not in any case
materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the business of the Company or its Subsidiaries;

          (i)    any attachment or judgment lien, unless the judgment it secures
shall be in an amount equal to $50,000,000 or more and such judgment shall not,
within 30 days after the entry thereof, have been discharged or execution
thereof stayed pending appeal, or shall not have been discharged within 30 days
after the expiration of any such stay;

          (j)    pledges or deposits in connection with workers' compensation,
unemployment insurance and other social legislation and deposits securing
liability to insurance carriers under insurance or self-insurance arrangements;

          (k)    deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred
in the ordinary course of business;

          (l)    Liens created pursuant to the Security Documents;

          (m)    Liens incidental to the conduct of the Company's or any
Subsidiary's business or the ownership of its property and assets, including,
without limitation, (i) Liens that were incurred in connection with the
borrowing of money or the obtaining of advances or credit or capital leases and
(ii) Liens on property or assets existing at the time of the acquisition thereof
(including acquisition through merger or consolidation) or to secure the payment
of all or any part of the purchase price or construction cost thereof or to
secure any Indebtedness incurred prior to, at the time of, or within six months
after, the acquisition or completion of such property or assets for the purpose
of financing all or any part of the purchase price or construction cost thereof;
provided, however, that the aggregate amount of obligations secured by all of
--------  -------
the foregoing Liens referred to in this paragraph (m), plus the aggregate amount
of all Other Permitted Obligations, does not at any time exceed in the aggregate
for the Company and its Subsidiaries $75,000,000;

          (n)    Liens granted by a special-purpose, Wholly Owned Subsidiary of
the Company that purchases accounts receivable from the Company and its
Subsidiaries to the extent such Liens are granted on such accounts receivable
(and related assets customarily pledged in connection with similar transactions,
such as promissory notes evidencing such receivables and
<PAGE>

software and records relating to such receivables) to secure the payment of
indebtedness of such Wholly Owned Subsidiary;

          (o)    Liens on assets of a Foreign Subsidiary (and its Foreign
Subsidiaries) to secure such Foreign Subsidiary's (and such Foreign
Subsidiaries') obligations under a Foreign Credit Facility;

          (p)    Liens on assets of a Foreign Subsidiary to secure Indebtedness
permitted by Section 11.5(j);

          (q)    Liens created in the ordinary course of business in favor of
banks and other financial institutions over credit balances of any bank accounts
of the Company or any of its Subsidiaries held at such banks or financial
institutions, as the case may be, to facilitate the operation of cash pooling
and/or interest set-off arrangements in respect of such bank accounts in the
ordinary course of business;

          (r)    [RESERVED];

          (s)    Liens arising from leases, subleases or licenses granted to
others which do not interfere in any material respect with the business of the
Company or any Subsidiary;

          (t)    any interest or title of the lessor in the property subject to
any operating lease entered into by the Company or any Subsidiary in the
ordinary course of business, including, without limitation, any matters to which
such lessor's interest is subject; and

          (u)    Liens arising by virtue of any statutory or common law
provision relating to bankers' liens, rights of set-off or similar rights and
remedies as to deposit accounts.

          SECTION 11.5.  Limitation on Indebtedness. The Company will not, and
          -----------------------------------------
will not permit any of its Subsidiaries to, create, incur, assume or suffer to
exist any Indebtedness, except:

          (a)    Indebtedness of any Loan Party pursuant to any Loan Document;

          (b)    Indebtedness of the Company to any Subsidiary and of any
Subsidiary which is a party to a Subsidiary Guarantee to the Company or any
other Subsidiary;

          (c)    (i) Indebtedness described in Schedule 11.5(c) of the Special
Purpose Subsidiaries, (ii) Indebtedness of any Subsidiary which is not a party
to a Subsidiary Guarantee owing to any other Subsidiary which is not a party to
a Subsidiary Guarantee and (iii) Indebtedness in the form of any investment
permitted by Section 11.11;

          (d)    Indebtedness of the Company (i) having a final maturity after
the Revolving Credit Termination Date and (ii) the Net Cash Proceeds of which
are applied to reduce the Revolving Credit Commitments and prepay the Term Loans
in accordance with Section 7.4(d)(ii);

          (e)    Subordinated Debt; provided, that the Net Cash Proceeds thereof
                                    --------
are applied to reduce the Revolving Credit Commitments and prepay the Term Loans
in accordance with Section 7.4(d)(ii);
<PAGE>

          (f)    Indebtedness outstanding on the date hereof and listed on
Schedule IV and any refinancings, refundings, renewals or extensions thereof
(without any increase in the principal amount thereof);

          (g)    [RESERVED];

          (h)    additional Indebtedness of the Company and its Subsidiaries
(including, without limitation, (i) Indebtedness of Foreign Subsidiaries to the
Company, any other Subsidiary or any other Person, (ii) capital lease
obligations and (iii) Indebtedness of any Person which becomes a Subsidiary or
is merged with or into the Company after the date of this Agreement, provided
                                                                     --------
that in the case of Indebtedness described by the foregoing clause (iii), (A)
such Indebtedness was in existence on the date such Person became a Subsidiary
or merged with or into the Company, (B) such Indebtedness was not created in
contemplation of such Person becoming a Subsidiary or merging with or into the
Company and (C) immediately after giving effect to the acquisition of such
Person by the Company no Default or Event of Default shall have occurred and be
continuing), provided, that the aggregate amount of Other Permitted Obligations,
             --------
plus the aggregate amount of all obligations secured by Liens permitted pursuant
to Section 11.4(m), shall not at any time exceed in the aggregate for the
Company and its Subsidiaries $75,000,000;

          (i)    Indebtedness in respect of the Foreign Credit Facilities;

          (j)    Indebtedness of the Foreign Subsidiaries (the "Additional
                                                                ----------
Foreign Credit Facilities") incurred in the ordinary course of business for
-------------------------
general corporate purposes;

          (k)    Indebtedness incurred in the ordinary course of business under
corporate purchasing cards;

          (l)    Indebtedness of any Foreign Subsidiary to the Company or any
Domestic Subsidiary in an aggregate principal amount (excluding amounts covered
under another provision of this Section 11.5) for all Foreign Subsidiaries not
to exceed, together with the amount of Investments made pursuant to Section
11.11(p), $175,000,000 at any one time outstanding;

          (m)    Indebtedness of T & N owing directly or indirectly to the
Company or any Subsidiary in connection with the payment of asbestos claims;

          (n)    Indebtedness incurred in the ordinary course of business for
the purposes set forth in Section 11.4(q) and secured by Liens permitted by
Section 11.4(q);

          (o)    Indebtedness in connection with Hedge Agreements to the extent
not prohibited by Section 11.18; and

          (p)    Indebtedness secured by Liens permitted by Sections 11.4(d) and
11.4(f) through (k), inclusive, and 11.4(s) (to the extent the obligations
secured thereby constitute Indebtedness).

          SECTION 11.6.  Limitation on Guaranties. The Company will not, and
          ---------------------------------------
will not permit any of its Subsidiaries to, create, incur, assume or suffer to
exist any Guaranty except:
<PAGE>

          (a)    Guaranties in existence on the date hereof and listed on
Schedule IV and Guaranties of any refinancings, refundings, renewals or
extensions of the Indebtedness or obligations guaranteed thereby, provided that
                                                                  --------
the amount of such Indebtedness or obligations are not increased;

          (b)    the Subsidiary Guarantees;

          (c)    Guaranties of Indebtedness permitted under clauses (a) through
(d) and clause (h) of Section 11.5;

          (d)    additional Guaranties in respect of Indebtedness and other
obligations not exceeding $50,000,000 at any time outstanding;

          (e)    Guaranties by the Company or any Subsidiary of the Foreign
Credit Facilities;

          (f)    Guaranties of the Loan Parties in respect of Subordinated Debt,
which Guaranties shall have subordination terms acceptable to the Administrative
Agent, acting reasonably;

          (g)    Guarantees by any Subsidiary which is a party to a Subsidiary
Guarantee of obligations of the Company or any Subsidiary in respect of Surety
Bonds;

          (h)    Guaranties by any Subsidiary which is a party to a Subsidiary
Guarantee of Indebtedness incurred under the Indentures;

          (i)    Guaranties of any Person which becomes a Subsidiary of the
Company or is merged with or into the Company after the date of this Agreement;
provided that (i) such Guaranty was in existence on the date such Person became
--------
a Subsidiary or was merged with or into the Company, (ii) such Guaranty was not
created in contemplation of such Person becoming a Subsidiary or merging with or
into the Company, (iii) immediately after giving effect to the acquisition of
such Person by the Company, no Default or Event of Default shall have occurred
and be continuing and (iv) the aggregate amount of Other Permitted Obligations,
plus the aggregate amount of all obligations secured by Liens permitted pursuant
to Section 11.4(m), shall not at any time exceed in the aggregate for the
Company and its Subsidiaries $75,000,000; and

          (j)    Guaranties (other than Letters of Credit) by the Company of
Indebtedness permitted under Section 11.5(j) not exceeding $120,000,000 in
aggregate principal amount at any time outstanding.

          SECTION 11.7.  Limitation on Fundamental Changes. The Company will
          ------------------------------------------------
not, and will not permit any of its Subsidiaries to, enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or Dispose of all or substantially all
of its Property or business, or make any material change in its present method
of conducting business, except:

          (a)    any Subsidiary of the Company may be merged or consolidated
with or into the Company (provided that the Company shall be the continuing or
                          --------
surviving corporation) or with or into any Subsidiary which is a party to a
Subsidiary Guarantee (provided that such
                      --------
<PAGE>

Subsidiary which is a party to a Subsidiary Guarantee shall be the continuing or
surviving corporation) or with or into any Person (provided that the surviving
corporation of such merger or consolidation continues to be a Subsidiary and
such merger or consolidation is permitted by Section 11.11) and any Subsidiary
of the Company which is not a party to a Subsidiary Guarantee may be merged or
consolidated with or into any other Subsidiary which is not a party to a
Subsidiary Guarantee;

          (b)    any Subsidiary of the Company may Dispose of any or all of its
assets (upon voluntary liquidation or otherwise) to the Company or any
Subsidiary which is a party to a Subsidiary Guarantee, and any Subsidiary of the
Company which is not a party to a Subsidiary Guarantee may Dispose of assets to
any other Subsidiary which is not a party to a Subsidiary Guarantee;

          (c)    Dispositions permitted by Sections 11.8(a), (d), (e), (i) and
(j); and

          (d)    any Shell Subsidiary may be dissolved.

          SECTION 11.8.  Limitation on Sale of Assets. The Company will not, and
          -------------------------------------------
will not permit any of its Significant Subsidiaries to, Dispose of any of its
Property or business (including, without limitation, receivables and leasehold
interests), whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any
Person, except:

          (a)    the Disposition of obsolete, outdated, inefficient or worn out
equipment and other personal property in the ordinary course of business;

          (b)    the sale of inventory in the ordinary course of business;

          (c)    Dispositions permitted by Sections 11.7(a) and (b) or
constituting an Investment permitted by Section 11.11;

          (d)    the sale or issuance of the Capital Stock of any Subsidiary
which is a party to a Subsidiary Guarantee to the Company or any Subsidiary, or
the sale or issuance of Capital Stock of any Foreign Subsidiary to any other
Foreign Subsidiary;

          (e)    sales of receivables under the Company's Existing Accounts
Receivable Financing Program (as amended from time to time) or any replacement
program; provided that the principal amount of the Company's Existing Accounts
         --------
Receivable Financing Program or any replacement thereof may not be increased to
an aggregate principal amount greater than $500,000,000;

          (f)    sales of receivables of any Foreign Subsidiary under such
Foreign Subsidiary's accounts receivable financing program (as amended from time
to time) or any replacement program;

          (g)    the Disposition of any Excluded Real Property;

          (h)    Dispositions pursuant to sale and leaseback transactions
permitted pursuant to Section 11.13;
<PAGE>

          (i)    the transactions described in Section 11.10 may be consummated;
and

          (j)    any other sales of assets (including Capital Stock of
Subsidiaries); provided, that (i) any such sales must be at arms' length and for
               --------
fair market value, (ii) at least 80% of the consideration therefor must be in
the form of cash and/or Cash Equivalents (unless such asset sale yields proceeds
(net of similar types of fees, commissions and reserves described in the
definition of "Net Cash Proceeds") to the Company and its Subsidiaries not
greater than $10,000,000 (and an amount which, together with the proceeds (net
of similar types of fees, commissions and reserves described in the definition
of "Net Cash Proceeds") from the Disposition of all other assets pursuant to
this provision where less than 80% of the consideration was in the form of cash
and/or Cash Equivalents, would not exceed $25,000,000)) and (iii) the Net Cash
Proceeds thereof are applied to the reduction of the Revolving Credit
Commitments and the prepayment of the Term Loans to the extent required by
Section 7.4(d)(i).

          SECTION 11.9.  Limitation on Restricted Payments. The Company will
          ------------------------------------------------
not, and will not permit any of its Subsidiaries to, declare or pay any dividend
(other than dividends payable solely in common stock of the Person making such
dividend) on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any shares of any class of Capital Stock of
the Company or any Subsidiary or any warrants or options to purchase any such
Capital Stock, whether now or hereafter outstanding, or make any other
distribution in respect thereof (other than payments solely in common stock of
the Company, or, in the case of such payments made by a Subsidiary to the
Company or another Wholly Owned Subsidiary, stock of the Person making such
payments), either directly or indirectly, whether in cash or property or in
obligations of the Company or any Subsidiary (collectively, "Restricted
                                                             ----------
Payments"), except that:
--------

          (a)    any Subsidiary may make Restricted Payments to the Company or
any Subsidiary which is a party to a Subsidiary Guarantee, and any Foreign
Subsidiary may make Restricted Payments to any Foreign Subsidiary;

          (b)    so long as no Default or Event of Default shall have occurred
and be continuing, the Company may pay dividends in respect of its preferred
stock at the stated rate;

          (c)    the Company may issue common stock upon conversion of any of
its convertible preferred stock, or the preferred stock of an Affiliate
described in the second sentence of the definition of "Capital Stock"; and

          (d)    payments by Federal-Mogul Financing Trust in respect of the 7%
Trust Convertible Preferred Securities of Federal-Mogul Financing Trust.

          SECTION 11.10. Restrictions on Special Purpose Subsidiaries. The
          -----------------------------------------------------------
Company will not permit any Special Purpose Subsidiary to (a) create, assume,
incur or suffer to exist any Lien, any Indebtedness (other than Indebtedness
owing to other Special Purpose Subsidiaries or Subsidiaries that are guarantors
under a Subsidiary Guarantee), any Guaranty or any other liabilities, direct or
contingent or (b) conduct, transact or otherwise engage in any business or other
operations other than owning the stock of its Subsidiaries and activities
directly related thereto, except that, notwithstanding the foregoing:
<PAGE>

                 (i)   the Special Purpose Subsidiaries may execute and deliver
          the Loan Documents to which they are parties, incur and perform their
          obligations thereunder and create and suffer to exist the Liens
          created thereby and may execute and deliver the Guaranties permitted
          by Section 11.6 and perform their obligations thereunder; and

                 (ii)  the Special Purpose Subsidiaries may perform obligations
          under the Investments permitted above and under their respective
          organic documents and other Requirements of Law, may incur obligations
          to Governmental Authorities in the ordinary course of business, such
          as income and franchise tax liabilities and other incidental
          liabilities, and may incur other immaterial liabilities directly
          related and incidental to the permitted activities enumerated above.

          SECTION 11.11. Limitation on Investments, Loans and Advances. The
          ------------------------------------------------------------
Company will not, and will not permit any of its Subsidiaries to, make any
advance, loan, extension of credit (by way of guaranty of obligations of such
Person or otherwise) or capital contribution to, or purchase any stock, bonds,
notes, debentures or other securities of or any assets constituting all or a
material part of a business unit of, or make any other investment in, any Person
("Investments"), except:
  -----------

          (a)    extensions of trade credit and the conversion of overdue trade
receivables into notes receivable, in each case in the ordinary course of
business;

          (b)    Investments in Cash Equivalents;

          (c)    Guaranties permitted by Section 11.6;

          (d)    loans and advances to employees of the Company or its
Subsidiaries in the ordinary course of business (including, without limitation,
for travel, entertainment and relocation expenses);

          (e)    Investments consisting of the purchase of the Capital Stock or
all or substantially all of the assets of any Person, if the purpose and effect
of such Investment is the acquisition, directly or indirectly, of fixed or
capital assets, and such Investment is made in lieu of the purchase or
construction by the Company or its Subsidiaries of such fixed or capital assets;

          (f)    Investments (x) by any Subsidiary in the Company or (y) by the
Company or any of its Subsidiaries in any Person that, prior to such investment,
is a Subsidiary and which, prior to or simultaneously with such investment, is
or becomes a party to a Subsidiary Guarantee or (z) by the Company or any of its
Subsidiaries in the Receivables Subsidiary or any other Subsidiary created
pursuant to a receivables financing program permitted hereunder;

          (g)    the Investments described in Section 11.10;

          (h)    Investments by a Subsidiary which is not a party to a
Subsidiary Guarantee in any other Subsidiary which is not a party to a
Subsidiary Guarantee;

          (i)    Investments to the extent that the consideration paid by the
Company and its Subsidiaries is Capital Stock of the Company (provided that if
                                                              --------
such Investment is the acquisition of, in a single transaction or in a series of
related transactions, all or substantially all
<PAGE>

of the equity interests of any Person, such acquisition is approved by the board
of directors or analogous governing body of such Person);

          (j)    in addition to Investments otherwise expressly permitted by
this Section 11.11, Investments by the Company or any of its Subsidiaries in an
aggregate amount (valued at cost) not to exceed at any time outstanding the sum
of (i) $25,000,000 and (ii) the Net Cash Proceeds from Asset Sales which are not
required to be applied to the reduction of the Commitments and the prepayment of
the Loans pursuant to Section 7.4(d)(i) (provided that if such Investment is the
                                         --------
acquisition of, in a single transaction or in a series of related transactions,
all or substantially all of the equity interests of any Person, such acquisition
is approved by the board of directors or analogous governing body of such
Person);

          (k)    Investments permitted by Sections 11.7(a) and (b);

          (l)    Investments in connection with Indebtedness incurred under
Sections 11.5(c), (l), (m) and (n);

          (m)    Investments by the Company and any of its Subsidiaries in
existing or potential suppliers from whom the Company reasonably expects to
obtain a material commercial benefit in an aggregate amount (valued at cost) not
to exceed $25,000,000 at any one time after the date hereof;

          (n)    Investments existing on the date hereof (or in respect of which
a binding commitment exists on the date hereof) and set forth on Schedule
11.11(n);

          (o)    Investments by the Company or any Subsidiary directly or
indirectly in T & N in connection with the payment of asbestos claims; and

          (p)    Investments by the Company or any Domestic Subsidiary in any
Foreign Subsidiary in an aggregate amount (excluding amounts covered under
another provision of this Section 11.11) not to exceed, together with the amount
of Indebtedness incurred pursuant to Section 11.5(l), $175,000,000 at any one
time.

          SECTION 11.12. Limitation on Optional Payments and Modifications of
          -------------------------------------------------------------------
Debt Instruments, Certain Derivative Transactions, etc. The Company will not,
------------------------------------------------------
and will not permit any of its Subsidiaries to, (a) make or offer to make any
optional payment, prepayment, repurchase or redemption of or otherwise
optionally defease or optionally segregate funds with respect to (i) any
Indebtedness under the Indentures, (ii) any Subordinated Debt or (iii) any other
Indebtedness of the Company or any of its Subsidiaries with an aggregate
principal amount of at least $1,000,000 (any such Indebtedness referred to in
clauses (i), (ii) or (iii), "Excluded Debt") (other than in connection with a
                             -------- ----
refinancing otherwise permitted hereunder), (b) enter into any derivative
transaction or similar transaction (other than employee compensation and
benefits arrangements) obligating the Company or any of its Subsidiaries to make
payments to any other Person as a result of a change in market value of Excluded
Debt or Capital Stock of the Company or (c) amend, modify, waive or otherwise
change, or consent or agree to any amendment, modification, waiver or other
change to, any of the terms of any Excluded Debt (other than any such amendment,
modification, waiver or other change which would extend the maturity or reduce
the amount of any payment of principal thereof or which would reduce the
<PAGE>

rate or extend the date for payment of interest thereon or which would otherwise
not materially impair the interests of the Lenders).

          SECTION 11.13. Limitation on Sales and Leasebacks. The Company will
          -------------------------------------------------
not, and will not permit any Subsidiary to, enter into any arrangement after the
date hereof with any Person providing for the leasing by the Company or any
Subsidiary of real or personal property which has been or is to be sold or
transferred by the Company or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Company or such
Subsidiary; provided, that (i) the Company and its Subsidiaries may consummate
sale and leaseback transactions in which the transferee is the Company or a
Subsidiary which is a party to a Subsidiary Guarantee, and any Subsidiary which
is not a party to a Subsidiary Guarantee may consummate sale and leaseback
transactions in which the transferor is another Subsidiary which is not a party
to a Subsidiary Guarantee and (ii) the Company may consummate other sale and
leaseback transactions so long as after giving effect thereto the amount of
Other Permitted Obligations, plus the aggregate amount of obligations secured by
Liens permitted by Section 11.4(m), does not at any time exceed in the aggregate
for the Company and its Subsidiaries $75,000,000.

          SECTION 11.14. Limitation on Restrictions on Subsidiary Distributions.
          ---------------------------------------------------------------------
The Company will not, and will not permit any Significant Subsidiary to, enter
into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Significant Subsidiary of the Company to (a)
pay dividends or make any other distributions in respect of any Capital Stock of
such Significant Subsidiary held by, or pay any Indebtedness owed to, the
Company or any other Subsidiary of the Company, (b) make loans or advances to
the Company or any other Subsidiary of the Company or (c) transfer any of its
assets to the Company or any other Subsidiary of the Company, except for such
encumbrances or restrictions existing under or by reason of (i) any restrictions
existing under the Loan Documents, (ii) any restrictions with respect to a
Subsidiary imposed pursuant to an agreement which has been entered into in
connection with the Disposition of all or substantially all of the Capital Stock
or assets of such Subsidiary, (iii) any restrictions with respect to assets
encumbered by a Lien permitted by Section 11.4 so long as such restriction
applies only to the asset encumbered by such permitted Lien, (iv) any
restrictions with respect to T & N and its Subsidiaries, or any of the entities
acquired in the Cooper Automotive Acquisition, existing on the date of
consummation of the Company's acquisition thereof and (v) any restrictions
relating to Foreign Subsidiaries imposed in connection with the Foreign Credit
Facilities and the Additional Foreign Credit Facilities.

          SECTION 11.15. Multiemployer Plans. The Company will not, as of any
          ----------------------------------
date, permit any liability to occur to which the Company or any Commonly
Controlled Entity would become subject under ERISA if the Company or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding such date.

          SECTION 11.16. Limitation on More Restrictive Covenants. The Company
          -------------------------------------------------------
shall not enter into any new debt agreement that would contain, nor enter into
any amendment, supplement or other modification to any indenture, instrument or
other agreement concerning the Funded Debt or any refinancing thereof, if such
indenture, instrument or other agreement at the time entered into or after
giving effect to any such amendment, supplement or other modification thereto,
would contain (a) any covenant or event of default that is more restrictive on
any Borrower than those set forth in this Agreement, (b) with respect to the
Company, any covenant
<PAGE>

with respect to financial performance the scope of which is materially different
from the covenants respecting such matters set forth in Sections 11.1, 11.2 or
11.3 or (c) any covenant which would prohibit the granting of liens on its
assets by any Borrower or its Subsidiaries in favor of the Lenders, other than,
in the case of this clause (c), Indebtedness incurred pursuant to Section
11.5(i) and in the case of clauses (a) and (c), Indebtedness incurred pursuant
to Section 11.5(h) constituting a refinancing, refunding, extension or renewal
of existing Indebtedness and having terms no more restrictive than the
Indebtedness refinanced, refunded, extended or renewed thereby.

          SECTION 11.17. Affiliates. The Company, will not, nor will it permit
          -------------------------
any of its Significant Subsidiaries to, enter into any transaction (including,
without limitation, the purchase or sale of any property or service) with, or
make any payment or transfer to, any Affiliate (other than the Company or any of
its Significant Subsidiaries) except in the ordinary course of business and
pursuant to the reasonable requirements of the Company's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Company or
such Subsidiary than the Company or such Subsidiary would obtain in a comparable
arms-length transaction.

          SECTION 11.18. Hedge Agreements. The Company will not, and will not
          -------------------------------
permit any of its Subsidiaries, to enter into any Hedge Agreement other than
Hedge Agreements entered into in the ordinary course of business to hedge
against changes in interest rates, commodity prices or currency exchange rates,
and in any event not for speculative purposes.

          SECTION 11.19. Cash Equivalents. The Company and its Domestic
          -------------------------------
Subsidiaries will not, at any time, unless the Supermajority Lenders shall
otherwise agree, maintain Cash Equivalents in an aggregate amount in excess of
$20,000,000 (other than (a) amounts maintained in connection with the Existing
Accounts Receivable Financing Program or a replacement program permitted by this
Agreement, (b) deposit accounts and cash management accounts maintained in the
United States in the ordinary course of business in an aggregate amount for all
such deposit accounts and cash management accounts not exceeding $25,000,000 at
any time and (c) deposit accounts and cash management accounts maintained at
Bank Mendes Gans (or a successor) in the ordinary course of business having a
consolidated net positive balance at any time not exceeding $75,000,000), unless
all Cash Equivalents in excess of such amount are maintained in a securities
account in respect of which the Company or the relevant Subsidiary has executed
and delivered to the New Trustee a control agreement, the effect of which is to
cause the New Trustee to have a perfected security interest in such securities
account and in all Cash Equivalents from time to time credited thereto.

          SECTION 11.20. Shell Subsidiaries. The Company will not permit the
          ---------------------------------
Shell Subsidiaries, taken as a whole, to have assets (either directly or through
any Subsidiary or other Capital Stock) with an aggregate value exceeding
$500,000 at any time.

                            ARTICLE XII  GUARANTEE
                                         ---------

          SECTION 12.1.  Guarantee. (a) The Company hereby unconditionally and
          ------------------------
irrevocably guarantees to the Administrative Agent, for the ratable benefit of
the Administrative Agent and the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Foreign Subsidiary Borrowers (whether at the stated maturity,
by acceleration or otherwise) of the Obligations.
<PAGE>

          (b)  The Company further agrees to pay any and all expenses
(including, without limitation, all reasonable fees and disbursements of
counsel) which may be paid or incurred by the Administrative Agent, or any
Lender in enforcing, or obtaining advice of counsel in respect of, any rights
with respect to, or collecting, any or all of the Obligations and/or enforcing
any rights with respect to, or collecting against, the Company under this
Section. This Section shall remain in full force and effect until the
Obligations are paid in full and the Commitments are terminated, notwithstanding
that from time to time prior thereto the Borrowers may be free from any
Obligations.

          (c)  No payment or payments made by any Borrower or any other Person
or received or collected by the Administrative Agent or any Lender from any
Borrower or any other Person by virtue of any action or proceeding or any set-
off or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the Company hereunder which shall,
notwithstanding any such payment or payments, remain liable hereunder for the
Obligations until the Obligations are paid in full and the Commitments are
terminated.

          (d)  The Company agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability under this Section, it will notify the Administrative
Agent and such Lender in writing that such payment is made under this Section
for such purpose.

          SECTION 12.2.  Right of Set-off. The Administrative Agent and each
          -------------------------------
Lender is hereby irrevocably authorized at any time and from time to time
without notice to the Company, any such notice being expressly waived by the
Company, to set off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Administrative Agent or such Lender (or any Affiliate of such
Lender) to or for the credit or the account of the Company, or any part thereof
in such amounts as the Administrative Agent or such Lender may elect, against or
on account of the obligations and liabilities of the Company to the
Administrative Agent or such Lender hereunder which are then due and payable and
claims of every nature and description of the Administrative Agent or such
Lender against the Company, in any currency, whether arising hereunder, under
any other Loan Document or otherwise in connection therewith, as the
Administrative Agent or such Lender may elect, whether or not the Administrative
Agent or such Lender has made any demand for payment. The Administrative Agent
and each Lender shall notify the Company promptly of any such set-off and the
application made by the Administrative Agent or such Lender, as the case may be,
of the proceeds thereof; provided that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of the
Administrative Agent and each Lender under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
which the Administrative Agent or such Lender may have.

          SECTION 12.3.  No Subrogation. Notwithstanding any payment or
          -----------------------------
payments made by the Company hereunder, or any set-off or application of funds
of the Company by the Administrative Agent or any Lender, the Company shall not
be entitled to be subrogated to any of the rights of the Administrative Agent or
any Lender against the Foreign Subsidiary Borrowers or against any collateral
security or guarantee or right of offset held by the Administrative Agent or any
Lender for the payment of the Obligations, nor shall the Company
<PAGE>

seek or be entitled to seek any contribution or reimbursement from such
Borrowers in respect of payments made by the Company hereunder, until all
amounts owing to the Administrative Agent and the Lenders by such Borrowers on
account of the Obligations are paid in full and the Commitments are terminated.
If any amount shall be paid to the Company on account of such subrogation rights
at any time when all of the Obligations shall not have been paid in full, such
amount shall be held by the Company in trust for the Administrative Agent and
the Lenders, segregated from other funds of the Company, and shall, forthwith
upon receipt by the Company, be turned over to the Administrative Agent in the
exact form received by the Company (duly indorsed by the Company to the
Administrative Agent, if required), to be applied against the Obligations,
whether matured or unmatured, in such order as Administrative Agent may
determine. The provisions of this Section shall survive the termination of this
Agreement and the payment in full of the Obligations and the termination of the
Commitments.

          SECTION 12.4.  Amendments, etc. with respect to the Obligations;
          ----------------------------------------------------------------
Waiver of Rights. The Company shall remain obligated hereunder notwithstanding
----------------
that, without any reservation of rights against the Company, and without notice
to or further assent by the Company, any demand for payment of any of the
Obligations made by the Administrative Agent or any Lender may be rescinded by
the Administrative Agent or such Lender, and any of the Obligations continued,
and the Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any Lender, and any Loan Documents and
any other documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, in
accordance with the provisions thereof as the Administrative Agent (or the
requisite Lenders, as the case may be) may deem advisable from time to time, and
any collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. None of the Administrative
Agent or any Lender shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Agreement or any property subject thereto. When making any demand hereunder
against the Company, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on any Borrower or any other
guarantor, and any failure by the Administrative Agent or any Lender to make any
such demand or to collect any payments from any Foreign Subsidiary Borrower or
any such other guarantor or any release of any Foreign Subsidiary Borrower or
such other guarantor shall not relieve the Company of its obligations or
liabilities hereunder, and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of the Administrative Agent or any
Lender against the Company. For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

          SECTION 12.5.  Guarantee Absolute and Unconditional. The Company
          ---------------------------------------------------
waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon this Agreement or acceptance of this Agreement; the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Agreement; and all dealings between the Foreign Subsidiary Borrower
and the Company, on the one hand, and the Administrative Agent and the Lenders,
on the other, shall likewise be conclusively presumed to have been had or
consummated in reliance upon this
<PAGE>

Agreement. The Company waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Foreign Subsidiary
Borrowers and the Company with respect to the Obligations. This Article XII
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity, regularity or enforceability of this
Agreement, any other Loan Document, any of the Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent or any
Lender, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by
the Foreign Subsidiary Borrowers against the Administrative Agent or any Lender,
or (c) any other circumstance whatsoever (with or without notice to or knowledge
of the Foreign Subsidiary Borrowers or the Company) which constitutes, or might
be construed to constitute, an equitable or legal discharge of the Foreign
Subsidiary Borrowers for the Obligations, or of the Company under this Article
XII, in bankruptcy or in any other instance. When pursuing its rights and
remedies hereunder against the Company, the Administrative Agent and any Lender
may, but shall be under no obligation to, pursue such rights and remedies as it
may have against the Foreign Subsidiary Borrowers or any other Person or against
any collateral security or guarantee for the Obligations or any right of offset
with respect thereto, and any failure by the Administrative Agent or any Lender
to pursue such other rights or remedies or to collect any payments from the
Foreign Subsidiary Borrowers or any such other Person or to realize upon any
such collateral security or guarantee or to exercise any such right of offset,
or any release of the Foreign Subsidiary Borrowers or any such other Person or
of any such collateral security, guarantee or right of offset, shall not relieve
the Company of any liability hereunder, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law,
of the Administrative Agent or any Lender against the Company. This Article XII
shall remain in full force and effect and be binding in accordance with and to
the extent of its terms upon the Company and its successors and assigns, and
shall inure to the benefit of the Administrative Agent and the Lenders, and
their respective successors, indorsees, transferees and assigns, until all the
Obligations and the obligations of the Company under this Agreement shall have
been satisfied by payment in full and the Commitments shall be terminated,
notwithstanding that from time to time during the term of this Agreement the
Foreign Subsidiary Borrowers may be free from any Obligations.

          SECTION 12.6.  Reinstatement. This Article XII shall continue to be
          ----------------------------
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Foreign Subsidiary Borrower or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any
Foreign Subsidiary Borrower or any substantial part of its property, or
otherwise, all as though such payments had not been made.

          SECTION 12.7.  Payments. The Company hereby agrees that all payments
          -----------------------
required to be made by it hereunder will be made to the Administrative Agent
without set-off or counterclaim in accordance with the terms of the Obligations,
including, without limitation, in the currency in which payment is due.

                        ARTICLE XIII  EVENTS OF DEFAULT
                                      -----------------
          If any of the following events shall occur and be continuing:
<PAGE>

          (a)    Any Borrower or L/C Subsidiary shall fail to pay any principal
of any Loan made to it, or any Reimbursement Obligation owing by it, when due in
accordance with the terms hereof; or any Borrower or L/C Subsidiary shall fail
to pay any interest, fee or any other amount payable by it hereunder, within
five days after any such interest, fee or other amount becomes due in accordance
with the terms hereof; or

          (b)    Any representation or warranty made or deemed made by any Loan
Party herein or in any other Loan Document or which is contained in any
certificate, document or financial or other statement furnished at any time
under or in connection with this Agreement or any such other Loan Document shall
prove to have been incorrect in any material respect on or as of the date made
or deemed made; or

          (c)    Any Borrower shall default in the observance or performance of
any agreement contained in Sections 10.4(a) (with respect to the corporate
existence of the Company), 10.6 (with respect to notices of Default and Events
of Default), 10.12, 10.13 or Article XI; or

          (d)    Any Loan Party shall default in the observance or performance
of any other agreement contained in this Agreement or any other Loan Document
(other than as provided in paragraphs (a) through (c) of this Article), and such
default shall continue unremedied for a period of 30 days after receipt by such
Borrower of notice of such default from the Administrative Agent or any Lender;
or

          (e)    (i) The Company or any of its Subsidiaries shall (A) default in
any payment or payments of principal of or interest on any Material Indebtedness
(other than the Loans), or in any payment or payments under any Material
Guaranty (other than the Company Guaranty), in each case beyond the period of
grace (not to exceed 30 days), if any, provided in the instrument or agreement
under which such Material Indebtedness or Material Guaranty was created; (B)
default in the observance or performance of any other agreement or condition
relating to any Material Indebtedness (other than the Loans), or relating to any
Material Guaranty (other than the Company Guaranty), or contained in any
instrument or agreement evidencing, securing or relating to any such Material
Indebtedness or Material Guaranty, beyond any applicable period of grace (not to
exceed 30 days), 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 Material Indebtedness or beneficiary or beneficiaries
of such Material Guaranty (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if
required, such Material Indebtedness to become due prior to its stated maturity
or such Material Guaranty to become payable; (C) default in the observance or
performance of any agreement or condition relating to any Material Hedge
Agreement Obligation, or contained in any instrument or agreement evidencing,
securing or relating to any such Material Hedge Agreement Obligation beyond any
applicable period of grace (not to exceed 30 days), 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 Material Hedge
Agreement Obligation, to cause, with the giving of notice if required, such
Material Hedge Agreement Obligation to become due prior to its stated maturity;
or (D) default in the observance or performance of any agreement or condition
relating to any Surety Bond or obligation guaranteed thereby, or contained in
any instrument or agreement evidencing, securing or relating to any such Surety
Bond or obligation beyond any applicable period of grace (not to exceed 30
days), or any other event shall occur or condition exist, the effect of which
default or other event
<PAGE>

or condition is to cause, or to permit the issuer of such Surety Bond, to cause,
with the giving of notice if required, (1) such Surety Bond to be terminated,
(2) the beneficiary of such Surety Bond to demand payment thereunder or (3) or
the Company or any Subsidiary to be required to cash collateralize the
obligations of the account party under such Surety Bond; or (ii) the issuer of
any Surety Bond shall make a payment thereunder pursuant to a demand for payment
by the beneficiary of such Surety Bond; or

          (f)    (i) Any Borrower or any of its Significant Subsidiaries shall
commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator
or other similar official for it or for all or any substantial part of its
assets, or any Borrower or any of its Significant Subsidiaries shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Borrower or any of its Significant Subsidiaries any case,
proceeding or other action of a nature referred to in clause (i) above which (A)
results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
60 days; or (iii) there shall be commenced against any Borrower or any of its
Significant Subsidiaries any case, proceeding or other action seeking issuance
of a warrant of attachment, execution, distraint or similar process against all
or any substantial part of its assets which results in the entry of an order for
any such relief which shall not have been discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or (iv) any Borrower or
any of its Significant Subsidiaries shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) any Borrower or any of its
Significant Subsidiaries shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due; or

          (g)    (i) Any Person shall engage in any Prohibited Transaction
involving any Plan, (ii) any Accumulated Funding Deficiency, whether or not
waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or
a Plan shall arise on the assets of any Borrower or any Commonly Controlled
Entity, (iii) a Reportable Event shall occur with respect to, or proceedings
shall commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is, in the reasonable
opinion of the Required Lenders, likely to result in the termination of such
Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
terminate for purposes of Title IV of ERISA, (v) any Borrower or any Commonly
Controlled Entity shall, or in the reasonable opinion of the Required Lenders is
likely to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or
condition shall occur or exist with respect to a Plan; and in each case in
clauses (i) through (vi) above, such event or condition, together with all other
such events or conditions, if any, could reasonably be expected to have a
Material Adverse Effect; or

          (h)    One or more judgments or decrees shall be entered against the
Company or any of its Significant Subsidiaries involving in the aggregate a
liability (not paid or fully covered by insurance as to which the insurance
carrier has admitted liability) of $30,000,000 or
<PAGE>

more, and all such judgments or decrees shall not have been vacated, discharged,
stayed or bonded pending appeal within 30 days from the entry thereof; or

          (i)    The validity or enforceability of this Agreement, any other
Loan Document or any of the other documents required to be delivered in
connection herewith shall be challenged by the Company or any of its
Subsidiaries or shall fail to remain in full force and effect for any reason
(other than the release thereof pursuant to Section 14.10) in accordance with
its express terms or any Lien created by any of the Security Documents in
respect of a material amount of the Collateral shall cease for any reason (other
than the release thereof pursuant to Section 14.10) to be enforceable and of the
same effect and priority purported to be created thereby; or

          (j)    The Company Guaranty or any Subsidiary Guarantee shall cease,
for any reason (other than the release thereof pursuant to Section 14.10), to be
in full force and effect or any Loan Party or any Affiliate of any Loan Party or
any Person acting on behalf of any Loan Party shall so assert; or

          (k)    A Change of Control shall occur; or

          (l)    The subordination provisions of any Subordinated Debt shall
cease, for any reason, to be valid or any Loan Party shall so assert in writing;

          then, and in any such event, (A) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (f) above with respect to any
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) shall immediately
become due and payable, and (B) if such event is any other Event of Default, any
or all of the following actions may be taken (i) with the consent of the
Majority Aggregate Revolving Credit Facility Lenders, the Administrative Agent
may, or upon the request of the Majority Aggregate Revolving Credit Facility
Lenders, the Administrative Agent shall, by notice to the Company, declare the
Multicurrency Revolving Credit Commitments, the US$ Revolving Credit Commitments
and the Additional US$ Revolving Credit Commitments to be terminated forthwith,
whereupon such Revolving Credit Commitments shall immediately terminate, (ii)
with the consent of the Majority Supplemental Revolving Credit Facility Lenders,
the Administrative Agent may, or upon the request of the Majority Supplemental
Revolving Credit Facility Lenders, the Administrative Agent shall, by notice to
the Company, declare the Supplemental Revolving Credit Commitments to be
terminated forthwith, whereupon the Supplemental Revolving Credit Commitments
shall immediately terminate and (iii) with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Company, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable.
With respect to all Letters of Credit with respect to which presentment for
honor shall not have occurred at the time of an acceleration pursuant to this
paragraph, the Company and any relevant L/C Subsidiary shall at such time
deposit in a cash collateral account opened by the
<PAGE>

Administrative Agent an amount equal to 105% of the aggregate then undrawn and
unexpired amount of such Letters of Credit. Amounts held in such cash collateral
account shall be applied by the Administrative Agent to the payment of drafts
drawn under such Letters of Credit, and the unused portion thereof after all
such Letters of Credit shall have expired or been fully drawn upon, if any,
shall be applied to repay other obligations of the Company hereunder and under
the other Loan Documents. After all such Letters of Credit shall have expired or
been fully drawn upon, all Reimbursement Obligations shall have been satisfied
and all other obligations of the Company hereunder and under the other Loan
Documents shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Company (or such other Person as may
be lawfully entitled thereto).

          Except as expressly provided above in this Article, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

                     ARTICLE XIV  THE ADMINISTRATIVE AGENT
                                  ------------------------

          SECTION 14.1.  Appointment. Each Lender hereby irrevocably designates
          --------------------------
and appoints Chase as the Administrative Agent of such Lender under this
Agreement and the other Loan Documents, and each Lender irrevocably authorizes
Chase to act as the Administrative Agent of such Lender, to take such action on
its behalf under the provisions of this Agreement and the other Loan 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 Loan
Documents, together with such other powers as are reasonably incidental thereto.
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 any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

          SECTION 14.2.  Delegation of Duties. The Administrative Agent may
          -----------------------------------
execute any of its duties under this Agreement and the other Loan Documents 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.

          SECTION 14.3.  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 to be taken by it or such Person under or in connection with
this Agreement or any other Loan Document (except for its or such Person's 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
any Borrower or any officer thereof contained in this Agreement or any other
Loan 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 Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure of a Borrower 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
<PAGE>

in, or conditions of, this Agreement or any other Loan Document or to inspect
the properties, books or records of the Borrowers.

          SECTION 14.4.  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,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrowers or any of
them), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes unless a written notice of assignment or transfer
thereof shall have been filed with the Administrative Agent. The Administrative
Agent shall be fully justified in failing or refusing to take any action under
this Agreement or any other Loan 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 Loan Documents in accordance with a request of the Required
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
Loans.

          SECTION 14.5.  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 a 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 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.

          SECTION 14.6.  Non-Reliance on Administrative Agent and Other Lenders.
          ---------------------------------------------------------------------
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 hereafter taken, including any review of the affairs of a
Loan Party or any affiliate of a Loan Party, 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, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan
<PAGE>

Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall have no duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party which may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

          SECTION 14.7.  Indemnification. The Lenders agree to indemnify the
          ------------------------------
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrowers and without limiting the obligation of the Borrowers to do so),
ratably according to their respective Aggregate Exposure Percentages in effect
on the date on which indemnification is sought under this Section 14.7, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements which resulted from the Administrative Agent's
gross negligence or willful misconduct. The agreements in this Section 14.7
shall survive the payment of the Loans and all other amounts payable hereunder.
The Administrative Agent shall have the right to deduct any amount owed to it by
any Lender under this Section from any payment made by it to such Lender
hereunder.

          SECTION 14.8.  Administrative Agent in Its Individual Capacity. The
          --------------------------------------------------------------
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with any Loan Party as though the
Administrative Agent were not the Administrative Agent. With respect to its
Loans made or renewed by it the Administrative Agent shall have the same rights
and powers under this Agreement and the other Loan Documents 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.

          SECTION 14.9.  Successor Administrative Agent. The Administrative
          ---------------------------------------------
Agent may resign as Administrative Agent upon 30 days' notice to the Lenders and
the Company. If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint from among the Lenders a successors agent for the Lenders, which
successor agent shall (unless an Event of Default under paragraph (a) or (f) of
Article XIII with respect to the Company shall have occurred and be continuing)
be approved by the Company (which approval shall not 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
mean such successor agent effective upon such appointment and approval, and the
former Administrative Agent's rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act
<PAGE>

or deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. If no successor agent has accepted
appointment as Administrative Agent by the date that is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall assume and perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided for above. After any retiring Administrative Agent's
resignation as Administrative Agent, the provisions of this Article XIV 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 and the other Loan Documents.

          SECTION 14.10. Authorization to Release Liens. The Administrative
          ---------------------------------------------
Agent is hereby irrevocably authorized by each of the Lenders to release, or
direct the relevant Trustee to release, (i) any Lien created by any Security
Document covering any Property of the Company or any of its Subsidiaries that is
the subject of a Disposition which is permitted by this Agreement or which has
been consented to in accordance with Section 15.1 and (ii) any Guarantor from
its obligations under a Subsidiary Guarantee if the Capital Stock of such
Guarantor has been Disposed of in a transaction permitted by this Agreement or
which has been consented to in accordance with Section 15.1.

          SECTION 14.11. Authorization to Execute Agreements. The Administrative
          --------------------------------------------------
Agent is hereby authorized and directed to execute and deliver the Security
Documents and the New Trust Agreement.

          SECTION 14.12. Power of Attorney. (a) Each of the Lenders hereby
          --------------------------------
grants power of attorney to the Administrative Agent to represent them in any
way in connection with the pledging of all shares in Federal-Mogul Holding
Deutschland GmbH, a limited liability company organized under the laws of the
Federal Republic of Germany, currently registered in the commercial register of
the local court of Wiesbaden under HRB 8139.

          (b)    The Administrative Agent is exempted from the restrictions of
(S) 181 of the German Civil Code (restrictions on self-dealing). The
Administrative Agent is authorized to delegate its powers under this Power of
Attorney including exemption from the restrictions of (S) 181 of the German
Civil Code to any individual.

          (c)    Each of the Lenders hereby approves and confirms all decisions
and declarations of the Administrative Agent or any individual to whom the
Administrative Agent has delegated its powers that shall be and or have been
lawfully made in connection with the pledging of such shares.

                          ARTICLE XV  MISCELLANEOUS
                                      -------------

          SECTION 15.1.  Amendments and Waivers. (a) Neither this Agreement or
          -------------------------------------
any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented, waived or modified except in accordance with the provisions of
this Section 15.1. The Required Lenders may, or, with the written consent of the
Required Lenders, the Administrative Agent may, from time to time, (i) enter
into with the relevant Loan Parties written amendments, supplements or
modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights or
<PAGE>

obligations of the Lenders or of the Loans Parties hereunder or thereunder or
(ii) waive at the Loan Parties' request, on such terms and conditions as the
Required Lenders or the Administrative Agent, as the case may be, may specify in
such instrument, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, supplement or modification
shall:

          (A) reduce the amount or extend the scheduled date of maturity of any
     Loan or any scheduled installment thereof, or reduce the stated rate of any
     interest or fee payable hereunder or extend the scheduled date of any
     payment thereof or increase the amount or extend the expiration date of any
     Lender's Commitment, or change the pro rata provisions contained in Section
                                        --- ----
     7.8, in each case without the consent of each Lender affected thereby;

          (B) amend, supplement, modify or waive any provision of this Section
     15.1 or reduce the percentages specified in the definition of "Required
     Lenders" or consent to the assignment or transfer by any Borrower of any of
     its rights and obligations under this Agreement and the other Loan
     Documents or release the Company from its obligations under the Company
     Guaranty, in each case without the consent of all the Lenders;

          (C) release all or substantially all of the Collateral (except as
     provided in Section 14.10) or all or substantially all of the guarantors
     under the Subsidiary Guarantees, in each case without the consent of all
     the Lenders;

          (D) amend, supplement, modify or waive any provision of Section 2.5,
     2.6, 2.7, 2.8 or 2.9 or any other provision of this Agreement governing the
     rights and obligations of the Swing Line Lender, or the definitions used
     therein, without the consent of the Swing Line Lender;

          (E) amend, modify or waive any provision of Section 7.4(d) or 7.4(f)
     providing for the application of any mandatory prepayments which would
     reduce the amount or delay the application of any such prepayment to be
     applied to any Facility without the written consent of the Majority
     Facility Lenders in respect of such Facility;

          (F) increase the Currency Sublimit applicable to any Available Foreign
     Currency without the written consent of the Majority Multicurrency
     Revolving Credit Facility Lenders; or

          (G) reduce the percentage specified in the definition of "Majority
     Facility Lenders" without the written consent of all Lenders under each
     affected Facility.

          Notwithstanding the foregoing provisions of this Section 15.1, the
Company shall be permitted to amend this Agreement without the consent of any of
the Lenders to increase the Applicable Margin applicable to any of the Loans or
to increase the Facility Fee Rate.

          Any such waiver and any amendment, supplement or modification pursuant
to this Section 15.1 shall apply to each of the Lenders and shall be binding
upon the Loan Parties, the Lenders, the Administrative Agent, and all future
holders of the Loans.  In the case of any waiver, the Loan Parties, the Lenders
and the Administrative Agent shall be restored to their
<PAGE>

former positions and rights hereunder and under the other Loan Documents, and
any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

          (b)  In addition to amendments effected pursuant to the foregoing
paragraph (a), Schedule II may be amended as follows:

               (i)  Schedule II will be amended to add Subsidiaries of the
          Company as additional Foreign Subsidiary Borrowers upon (A) execution
          and delivery by the Company, any such Foreign Subsidiary Borrower and
          the Administrative Agent, of a Joinder Agreement providing for any
          such Subsidiary to become a Foreign Subsidiary Borrower, and (B)
          delivery to the Administrative Agent of (I) a Foreign Subsidiary
          Opinion in respect of such additional Foreign Subsidiary Borrower and
          the documents required pursuant to Section 9.1(g) and Sections 9.2(a)
          and (b) and (II) such other documents with respect thereto as the
          Administrative Agent shall reasonably request.

               (ii) Schedule II will be amended to remove any Subsidiary as a
          Foreign Subsidiary Borrower upon (A) written notice by the Company to
          the Administrative Agent to such effect and (B) repayment in full of
          all outstanding Loans of such Foreign Subsidiary Borrower.

          (c)  The Administrative Agent shall give prompt notice to each Lender
of any amendment effected pursuant to Section 15.1(b).

          SECTION 15.2.  Notices.  All notices, requests and demands to or upon
          ----------------------
the respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or three days
after being deposited in the mail, postage prepaid (or, if later, the first
Business Day after being so deposited), or, in the case of telecopy notice, when
received (or if received on a day that is not a Business Day or if received
after 5:00 p.m. local time at the place of reception on a Business Day, on the
next succeeding Business Day), addressed as follows in the case of the Borrowers
and the Administrative Agent, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the other
parties hereto, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Notes:


               The Company:        Federal-Mogul Corporation
                                   World Headquarters
                                   26555 Northwestern Highway
                                   Southfield, Michigan  48034
                                   Attention:  James Keller
                                   Telephone:  248-354-7700
                                   Telecopy:   248-354-6746
<PAGE>

               The Foreign         c/o Federal-Mogul Corporation
     Subsidiary Borrowers:         World Headquarters
                                   26555 Northwestern Highway
                                   Southfield, Michigan  48034
                                   Attention:  James Keller
                                   Telephone:  248-354-7700
                                   Telecopy:   248-354-6746

  The Administrative Agent         The Chase Manhattan Bank
        (New York Office):         One Chase Manhattan Plaza
                                   8th Floor
                                   New York, New York  10081
                                   Attention:  Brian Doherty
                                   Telephone:  212-552-4567
                                   Telecopy:  212-552-5650

  The Administrative Agent         Chase Manhattan International Ltd.
          (London Office):         9 Thomas Moore Street
                                   London, E1 (YT)
                                   Attention:  Steven Hurford
                                   Telephone:  011-44-207-777-2347
                                   Telecopy:  011-44-207-777-2367


provided that any notice, request or demand to or upon (i) the Administrative
--------
Agent or the Lenders pursuant to Section 2.3, 3.3, 4.2, 5.3, 6.2, 7.2, 7.4, 7.7
or 7.11 or (ii) the Swing Line Lender pursuant to Sections 2.5, 2.6, 2.7, 2.8 or
2.9, shall not be effective until received.  All notices to the Administrative
Agent in respect of Multicurrency Revolving Credit Loans shall be delivered to
the Administrative Agent's London Office specified above.

          SECTION 15.3.  No Waiver; Cumulative Remedies.  No failure to
          ---------------------------------------------
exercise and no delay in exercising, on the part of any Borrower, the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder or under the other Loan Documents shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

          SECTION 15.4.  Survival of Representations and Warranties.  All
          ---------------------------------------------------------
representations and warranties made hereunder, in the other Loan Documents and
in any certificate delivered pursuant hereto or in connection herewith shall
survive the execution and delivery of this Agreement and the Notes and the
making of the Loans hereunder.

          SECTION 15.5.   Payment of Expenses and Taxes.  The Company agrees
          ---------------------------------------------
(a) to pay or reimburse the Administrative Agent for all of its reasonable out-
of-pocket costs and expenses incurred in connection with the development,
preparation, execution and delivery of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby, including, without
<PAGE>

limitation, the reasonable fees and disbursements of counsel (and any special or
local counsel retained by such counsel to assist it) to the Administrative Agent
and any other consultants or professional advisors (including, without
limitation, financial advisors) retained by the Administrative Agent, (b) to pay
or reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, (c) to pay, indemnify, and hold each Lender and the Administrative
Agent harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and the Administrative Agent (and their
respective directors, officers, employees, trustees, agents, affiliates and
successors) harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including,
without limitation, any of the foregoing relating to the use of proceeds of the
Loans or the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of the Company, any of its
Subsidiaries or any of the Properties (regardless of whether the Administrative
Agent or any Lender is a party to the litigation or other proceeding giving rise
thereto), (all the foregoing in this clause (d), collectively, the "indemnified
liabilities"), provided, that the Company shall have no obligation hereunder to
the Administrative Agent or any Lender with respect to (i) indemnified
liabilities arising from the gross negligence or willful misconduct of the party
seeking indemnification or (ii) expenses incurred by the Administrative Agent or
any Lender in connection with the assignment of Loans to an assignee (except
pursuant to Section 7.14(b)(vi)) or the sale of any Loan to a Participant. The
agreements in this Section shall survive repayment of the Loans and all other
amounts payable hereunder.

          SECTION 15.6.  Successors and Assigns; Participations and Assignments.
          ---------------------------------------------------------------------
          (a)  This Agreement shall be binding upon and inure to the benefit of
the Borrowers, the Lenders, the Administrative Agent, all future holders of the
Loans and their respective successors and assigns, except that no Borrower may
assign or transfer any of its rights or obligations under this Agreement without
the prior written consent of each Lender.

          (b)  Any Lender other than any Conduit Lender may, without the consent
of the Company or the Administrative Agent, in accordance with applicable law,
at any time sell to one or more banks or other entities ("Participants")
                                                          ------------
participating interests in any Loan owing to such Lender, any Commitment of such
Lender or any other interest of such Lender hereunder and under the other Loan
Documents. In the event of any such sale by a Lender of a participating interest
to a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrowers and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement
<PAGE>

pursuant to which the Participant's participating interest shall be created or
otherwise, any right to vote on, consent to or approve any matter relating to
this Agreement or any other Loan Document except for those specified in clauses
(A) and (B) of the proviso to Section 15.1(a). Each Borrower agrees that if
amounts outstanding under this Agreement are due or unpaid, or shall have been
declared or shall have become due and payable upon the occurrence of an Event of
Default, each Participant shall be deemed to have, to the maximum extent
permitted by law, the right of setoff in respect of its participating interest
in amounts owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement; provided that, in purchasing such participating interest, such
           --------
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in Section 15.7(a) as fully as if it were a Lender
hereunder. Each Borrower agrees that each Participant shall be entitled to the
benefits of Sections 7.9, 7.10, 7.11 and 7.12 with respect to its participation
in the Commitments and the Loans outstanding from time to time hereunder as if
it was a Lender; provided that, in the case of Section 7.11, such Participant
                 --------
shall have complied with the requirements of said Section and provided, further,
                                                              --------  -------
that no Participant shall be entitled to receive any greater amount pursuant to
any such Section than the transferor Lender would have been entitled to receive
in respect of the amount of the participation transferred by such transferor
Lender to such Participant had no such transfer occurred.

          (c)  Any Lender other than any Conduit Lender may, in accordance with
applicable law, at any time and from time to time assign to any Lender or any
Lender Affiliate or, with the prior written consent of the Administrative Agent
(such consent not to be unreasonably withheld) and, prior to the occurrence and
continuance of an Event of Default, the Company (such consent not to be
unreasonably withheld), to an additional bank or financial institution or other
entity that is regularly engaged in making or purchasing loans (an "Assignee")
                                                                    --------
all or any part of its rights and obligations under this Agreement and the other
Loan Documents including, without limitation, its Commitments and Loans,
pursuant to an Assignment and Acceptance, substantially in the form of Exhibit
I, executed by such Assignee, such assigning Lender (and, in the case of an
Assignee that is not then a Lender or a Lender Affiliate, by the Administrative
Agent and, prior to the occurrence and continuance of an Event of Default, the
Company) and delivered to the Administrative Agent for their acceptance and
recording in the Register; provided that (i) if any Lender assigns a part of its
                           --------
rights and obligations in respect of Loans of a Class and/or Commitment to make
Loans of such Class under this Agreement to an Assignee, such Lender shall
assign proportionate interests in its respective Loans of such Class and
Commitment to make Loans of such Class and other related rights and obligations
hereunder to such Assignee, (ii) if any Lender assigns a part of its rights and
obligations under this Agreement in respect of its US$ Revolving Credit Loans
and/or US$ Revolving Credit Commitments to an Assignee, such Lender shall assign
proportionate interests in its participations in the Swing Line Loans and the
US$ Letters of Credit and the Reimbursement Obligations in respect thereof and
other rights and obligations hereunder in respect of the Swing Line Loans and
such Letters of Credit and Reimbursement Obligations to such Assignee, (iii) if
any Lender assigns a part of its right and obligations under this Agreement in
respect of its Supplemental Revolving Credit Loans and/or Supplemental Revolving
Credit Commitments to an Assignee, such Lender shall assign proportionate
interests in its participations in the Supplemental Letters of Credit and the
Reimbursement Obligations in respect thereof and other rights and obligations
hereunder in respect of such Letters of Credit and Reimbursement Obligations to
such Assignee, (iv) if any Lender assigns a part of its rights and obligations
under this Agreement in respect of its Multicurrency Revolving Credit Loans
and/or
<PAGE>

Multicurrency Revolving Credit Commitments to an Assignee, such Lender shall
assign proportionate interests in its Additional US$ Revolving Credit Loans and
Additional US$ Revolving Credit Commitments, if any, and (iv) in the case of any
such assignment to an additional bank, financial institution or other entity,
the aggregate amount of any Commitment (or, if the Commitments have terminated
or expired, the aggregate principal amount of any Loans) being assigned shall
not be less than $5,000,000 (or, in the case of the Term Loans, $1,000,000) (or
(x) if less, the then outstanding amount of such Commitments and/or Loans or (y)
such lesser amount as may be agreed by the Company and the Administrative
Agent). Upon such execution, delivery, acceptance and recording, from and after
the Restatement Effective Date determined pursuant to such Assignment and
Acceptance, (I) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with Commitments and rights in respect of
Loans as set forth therein, and (II) the assigning Lender thereunder shall be
released from its obligations under this Agreement to the extent that such
obligations shall have been expressly assumed by the Assignee pursuant to such
Assignment and Acceptance (and, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Lender's rights and
obligations under this Agreement, such assigning Lender shall cease to be a
party hereto). Notwithstanding the foregoing, any Conduit Lender may assign at
any time to its designating Lender hereunder without the consent of the Company
or the Administrative Agent any or all of the Loans it may have funded hereunder
and pursuant to its designation agreement and without regard to the limitations
set forth in the first sentence of this Section 15.6(c).

          (d)  The Administrative Agent, on behalf of the Borrowers, shall
maintain at its address referred to in Section 15.2 a copy of each Assignment
and Acceptance delivered to it and a register (the "Register") for the
                                                    --------
recordation of (i) the names and addresses of the Lenders and the Commitments
of, and principal amounts of the Loans owing to, each Lender from time to time
and (ii) the other information required from time to time pursuant to Section
2.5 in respect of Swing Line Loans. The entries in the Register shall constitute
prima facie evidence of the information recorded therein, and the Borrowers, the
Administrative Agent and the Lenders may (and, in the case of any Loan or other
obligation hereunder not evidenced by a Note, shall) treat each Person whose
name is recorded in the Register as the owner of a Loan or other obligation
hereunder as the owner thereof for all purposes of this Agreement and the other
Loan Documents, notwithstanding any notice to the contrary. Any assignment of
any Loan or other obligation hereunder whether or not evidenced by a Note shall
be effective only upon appropriate entries with respect thereto being made in
the Register. An assignment of a Note shall be registered in the Register only
upon surrender for registration of assignment of the Note, accompanied by an
Assignment and Acceptance duly executed by the Assignor thereof, and thereupon
one or more new Notes shall be issued to the designated Assignee and the old
Notes shall be returned by the Administrative Agent to the Company marked
"cancelled". The Register shall be available for inspection by the Borrowers or
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

          (e)  Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or a Lender Affiliate, executed by the Company (so long as no
Event of Default shall have occurred and be continuing) and the Administrative
Agent), together with payment to the Administrative Agent by the Lender or the
Assignee of a registration and processing fee of $3,500, the Administrative
Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the
<PAGE>

Restatement Effective Date determined pursuant thereto record the information
contained therein in the Register and give prompt notice of such acceptance and
recordation to the Lenders and the Borrowers.

          (f)  Subject to Section 15.17, each Borrower authorizes each Lender to
disclose to any Participant or Assignee (each, a "Transferee") and any
                                                  ----------
prospective Transferee any and all financial information in such Lender's
possession concerning such Borrower and its Affiliates which has been delivered
to such Lender by or on behalf of such Borrower pursuant to this Agreement or
which has been delivered to such Lender by or on behalf of such Borrower in
connection with such Lender's credit evaluation of such Borrower and its
Affiliates prior to becoming a party to this Agreement.

          (g)  For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this Section concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law. In the case of any Lender that is a fund that
invests in bank loans, such Lender may, without the consent of the Company or
the Administrative Agent, assign or pledge all or any portion of its Notes or
any other instrument evidencing its rights as a Lender under this Agreement to
any trustee for, or any other representative of, holders of obligations owed or
securities issued by such fund, as security for such obligations or securities;
provided that any foreclosure or similar action by such trustee or
representative shall be subject to the provisions of this Section 15.6
concerning assignments.

          (h)  If, pursuant to this Section, any interest in this Agreement or
any Loan is transferred to any Transferee (which is not a Lender) which is
organized under the laws of any jurisdiction other than the United States or any
state thereof, the transferor Lender shall cause such Transferee, concurrently
with the effectiveness of such transfer, to agree (for the benefit of the
transferor Lender, the Administrative Agent and the Company) to provide the
transferor Lender (and, in the case of any Transferee registered in the
Register, the Administrative Agent and the Company) the tax forms and other
documents required to be delivered pursuant to Section 7.11(b) and to comply
from time to time with all applicable U.S. laws and regulations with regard to
such withholding tax exemption.

          (i)  If, pursuant to this Section, any interest in this Agreement or
any Loan is transferred to any Transferee, the transferor Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, to agree
(for the benefit of the transferor Lender, the Administrative Agent and the
Foreign Subsidiary Borrowers) to provide the transferor Lender, the
Administrative Agent and the Foreign Subsidiary Borrowers the tax forms and
other documents required to be delivered pursuant to Section 7.11(c) and to
comply from time to time with all applicable laws and regulations with regard to
such withholding tax exemption.

          (j)  Each of the Company, each Lender and the Administrative Agent
hereby confirms that it will not institute against a Conduit Lender or join any
other Person in instituting against a Conduit Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
state bankruptcy or similar law, for one year and one day after the payment in
full of the latest maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Lender designating any Conduit Lender hereby agrees
to indemnify, save and hold harmless each other party hereto for any loss, cost,
damage or expense arising out of its
<PAGE>

inability to institute such a proceeding against such Conduit Lender during such
period of forbearance.

          SECTION 15.7. Adjustments; Set-Off.  (a) If any Lender (a "Benefitted
          ----------------------------------                         ----------
Lender") shall at any time receive any payment of all or part of its Loans or
------
Reimbursement Obligations then due and owing to it by any Borrower or any L/C
Subsidiary, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in paragraph (f) of Article XIII, or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender's Loans or
Reimbursement Obligations then due and owing to it by such Borrower or such L/C
Subsidiary, or interest thereon, such Benefitted Lender shall purchase for cash
from the other Lenders a participating interest in such portion of each such
other Lender's Loans and Reimbursement Obligations owing to it by such Borrower
or such L/C Subsidiary, or shall provide such other Lenders with the benefits of
any such collateral, or the proceeds thereof, as shall be necessary to cause
such Benefitted Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders; provided, however, that
                                                         --------  -------
if all or any portion of such excess payment or benefits is thereafter recovered
from such benefitted Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest.

          (b)  In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to any Borrower or
L/C Subsidiary, any such notice being expressly waived by the Borrowers and the
L/C Subsidiaries to the extent permitted by applicable law, upon any amount
becoming due and payable hereunder (whether at the stated maturity thereof, by
acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch,
agency or Affiliate thereof to or for the credit or the account of any Borrower
or L/C Subsidiary. Each Lender agrees promptly to notify the Borrowers, the L/C
Subsidiaries and the Administrative Agent after any such set-off and application
made by such Lender, provided that the failure to give such notice shall not
                     --------
affect the validity of such set-off and application.

          SECTION 15.8. Counterparts.  This Agreement may be executed by one or
          --------------------------
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this Agreement signed by all the parties shall be delivered to the
Borrowers and the Administrative Agent.

          SECTION 15.9. Severability.  Any provision of this Agreement which is
          --------------------------
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          SECTION 15.10. Integration.  This Agreement and the other Loan
          --------------------------
Documents represent the agreement of the Borrowers, the Administrative Agent and
the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or
<PAGE>

warranties by the Borrowers, the Administrative Agent or any Lender relative to
the subject matter hereof not expressly set forth or referred to herein or in
the other Loan Documents.

          SECTION 15.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
          ----------------------------
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          SECTION 15.12. Submission To Jurisdiction; Waivers. (a) The Company,
          --------------------------------------------------
each L/C Subsidiary and each Foreign Subsidiary Borrower hereby irrevocably and
unconditionally:

               (i)   submits for itself and its property in any legal action or
          proceeding relating to this Agreement and the other Loan Documents to
          which it is a party, or for recognition and enforcement of any
          judgment in respect thereof, to the non-exclusive general jurisdiction
          of the Courts of the State of New York, the courts of the United
          States of America for the Southern District of New York, and appellate
          courts from any thereof;

               (ii)  consents that any such action or proceeding may be brought
          in such courts and waives any objection that it may now or hereafter
          have to the venue of any such action or proceeding in any such court
          or that such action or proceeding was brought in an inconvenient court
          and agrees not to plead or claim the same;

               (iii) agrees that service of process in any such action or
          proceeding may be effected by mailing a copy thereof by registered or
          certified mail (or any substantially similar form of mail), postage
          prepaid, to the Company, such L/C Subsidiary or such Foreign
          Subsidiary Borrower, as the case may be, at the address specified in
          Section 15.2, or at such other address of which the Administrative
          Agent shall have been notified pursuant thereto;

               (iv)  agrees that nothing herein shall affect the right to effect
          service of process in any other manner permitted by law or shall limit
          the right to sue in any other jurisdiction; and

               (v)   waives, to the maximum extent not prohibited by law, any
          right it may have to claim or recover in any legal action or
          proceeding referred to in this Section any special, exemplary,
          punitive or consequential damages.

          (b)  Each Foreign Subsidiary Borrower and each L/C Subsidiary hereby
irrevocably appoints the Company as its agent for service of process in any
proceeding referred to in Section 15.12(a) and agrees that service of process in
any such proceeding may be made by mailing or delivering a copy thereof to it
care of Company at its address for notices set forth in Section 15.2.

          SECTION 15.13. Acknowledgements.  Each Borrower and each L/C
          -------------------------------
Subsidiary hereby acknowledges that:

          (a)  it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;
<PAGE>

          (b)  neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to such Borrower or such L/C Subsidiary arising out of
or in connection with this Agreement or any of the other Loan Documents, and the
relationship between the Administrative Agents and the Lenders, on the one hand,
and the Borrowers and the L/C Subsidiaries, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and

          (c)  no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Borrowers and the L/C Subsidiaries and the Lenders.

          SECTION 15.14.  WAIVERS OF JURY TRIAL.  THE BORROWERS, THE L/C
          -------------------------------------
SUBSIDIARIES, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

          SECTION 15.15.  Power of Attorney. Each Foreign Subsidiary Borrower
          ---------------------------------
and each L/C Subsidiary hereby grants to the Company an irrevocable power of
attorney to act as its attorney-in-fact with regard to matters relating to this
Agreement and each other Loan Document, including, without limitation, execution
and delivery of any amendments, supplements, waivers or other modifications
hereto or thereto, receipt of any notices hereunder or thereunder and receipt of
service of process in connection herewith or therewith. Each Foreign Subsidiary
Borrower and each L/C Subsidiary hereby explicitly acknowledges that each of the
Administrative Agent and each Lender has executed and delivered this Agreement
and each other Loan Document to which it is a party, and has performed its
obligations under this Agreement and each other Loan Document to which it is a
party, in reliance upon the irrevocable grant of such power of attorney pursuant
to this Section. The power of attorney granted by each Foreign Subsidiary
Borrower and each L/C Subsidiary hereunder is coupled with an interest.

          SECTION 15.16.  Judgment.  If for the purpose of obtaining judgment in
          ------------------------
any court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the first currency with such other currency in the city in which it
normally conducts its foreign exchange operation for the first currency on the
Business Day preceding the day on which final judgment is given.

          (b)  The obligation of each Borrower and each L/C Subsidiary in
respect of any sum due from it to any Lender hereunder shall, notwithstanding
any judgment in a currency (the "Judgment Currency") other than that in which
                                 -----------------
such sum is denominated in accordance with the applicable provisions of this
Agreement (the "Agreement Currency"), be discharged only to the extent that
                ------------------
on the Business Day following receipt by such Lender of any sum adjudged to be
so due in the Judgment Currency such Lender may in accordance with normal
banking procedures purchase the Agreement Currency with the Judgment Currency;
if the amount of Agreement Currency so purchased is less than the sum originally
due to such Lender in the Agreement Currency, such Borrower and such L/C
Subsidiary agree notwithstanding any such judgment to indemnify such Lender
against such loss, and if the amount of the Agreement
<PAGE>

Currency so purchased exceeds the sum originally due to any Lender, such Lender
agrees to remit to such Borrower or such L/C Subsidiary, as the case may be,
such excess.

          SECTION 15.17.  Confidentiality.  Each Lender agrees to keep
          -------------------------------
confidential any written information (a) provided to it by or on behalf of the
Company or any of its Subsidiaries pursuant to or in connection with this
Agreement or (b) obtained by such Lender based on a review of the books and
records of the Company or any of its Subsidiaries; provided that nothing herein
                                                   --------
shall prevent any Lender from disclosing any such information (i) to the
Administrative Agent or any other Lender, (ii) to any Transferee or prospective
Transferee which agrees to comply with the provisions of this Section, (iii) to
its employees, directors, agents, attorneys, accountants and other professional
advisors, or to any direct or indirect contractual counterparties in swap
agreements or such contractual counterparties' professional advisors provided
that such contractual counterparty or professional advisor to such contractual
agrees to keep such information confidential to the same extent required of the
Lenders hereunder, (iv) upon the request or demand of any Governmental Authority
(or the National Association of Insurance Commissioners) having jurisdiction
over such Lender or as shall be required pursuant to any Requirement of Law, (v)
in response to any order of any court or other Governmental Authority (or the
National Association of Insurance Commissioners) or as may otherwise be required
pursuant to any Requirement of Law, (vi) in connection with any litigation to
which such Lender is a party, (vii) which has been publicly disclosed other than
in breach of this Agreement, or (viii) to the extent reasonably necessary, in
connection with the exercise of any remedy hereunder.

          SECTION 15.18.  L/C Subsidiaries.  Any Subsidiary of the Company may
          --------------------------------
become a party to this Agreement as an L/C Subsidiary upon (A) execution and
delivery by such Subsidiary, the Company, the Administrative Agent and the
Issuing Lenders of an L/C Subsidiary Joinder Agreement providing for any such
Subsidiary to become an L/C Subsidiary and (B) such other documents as the
Administrative Agent or any Issuing Lender shall reasonably request.

          SECTION 15.19.  Hedge Agreement Cap Amounts.  (a)  The Company may, at
          -------------------------------------------
any time, designate as a "Specified Hedge Agreement" any Hedge Agreement entered
                          -------------------------
into after the date hereof between the Company or any Subsidiary and any Lender
or Lender Affiliate, by giving written notice to such effect to the
Administrative Agent and the New Trustee. From and after such designation, such
Hedge Agreement shall constitute a "Specified Hedge Agreement" for all purposes
                                    -------------------------
of the Loan Documents.


          (b)  The aggregate amount of First Priority Secured Obligations (as
defined in the Security Agreement) that may be comprised of obligations under
Specified Hedge Agreements may not at any time exceed $5,000,000 (such amount,
as it may be increased pursuant to Section 15.19(c) below, the "Hedge Agreement
                                                                ---------------
Basket Amount"). At the time the Company or any Subsidiary enters into a
-------------
Specified Hedge Agreement, the Company and the counterparty under such Specified
Hedge Agreement shall agree upon the portion of the Hedge Agreement Basket
Amount (not previously allocated to other Specified Hedge Agreements) to be
allocated to such Specified Hedge Agreement (the amount so allocated to such
Specified Hedge Agreement, the "Hedge Agreement Cap Amount" for such Specified
                                --------------------------
Hedge Agreement); and the Company and such counterparty shall advise the
Administrative Agent and the New Trustee in writing of the Hedge Agreement Cap
Amount so determined. The Company and the counterparty to any Specified Hedge
Agreement may agree from time to time to reduce the
<PAGE>

Hedge Agreement Cap Amount applicable to such Specified Hedge Agreement, or to
increase such Hedge Agreement Cap Amount by allocating to such Specified Hedge
Agreement any portion of the previously unallocated Hedge Agreement Basket
Amount; the Company and the relevant counterparty shall promptly advise the
Administrative Agent and the New Trustee in writing of any such reduction or
increase in the Hedge Agreement Cap Amount for any Specified Hedge Agreement.

          (c)  The Company may, in its discretion, at any time when no Default
shall be in existence, increase the Hedge Agreement Basket Amount by an amount
not exceeding the unused and available amount of the Supplemental Revolving
Credit Commitments. Any such increase in the Hedge Agreement Basket Amount shall
be effected by the Company's giving prior written notice to the Administrative
Agent and the New Trustee of the amount and effective date of such increase, and
the Supplemental Revolving Credit Commitments shall be automatically and
permanently reduced by the amount of such increase, effective on the effective
date thereof as set forth in such notice from the Company.

          SECTION 15.20.  Post Closing Restructuring Transactions. (a)
                          ---------------------------------------
Notwithstanding the provisions of Sections 11.4, 11.7, 11.8, 11.11 and 11.17 to
the contrary, the Company and its Subsidiaries may consummate the transactions
described on Schedule 15.20; provided that the Company and its Subsidiaries (a)
shall deliver to the Administrative Agent such documents and other information
as shall be reasonably requested by the Administrative Agent or any Lender in
connection with such transactions, (b) shall execute and deliver such amendments
and other instruments, as shall be required to maintain the validity of the
Security Documents and the Collateral, and (c) shall deliver to the
Administrative Agent such legal opinions in respect thereof as the
Administrative Agent shall reasonably request. The Company represents and
warrants to the Administrative Agent and the Lenders that, after giving effect
to the providing of any documents required under this Section 15.20, the
consummation of the transactions described in Schedule 15.20 will not adversely
affect the Collateral or, in any material manner, the rights and remedies of the
applicable Trustee with respect thereto.

          SECTION 15.21.  Purchase Agreement.  (a) Each Lender and the
                          -------------------
Administrative Agent hereby agree they will instruct (it being understood that
such obligation to instruct shall include an obligation to instruct the Trustee
or any other Person to cease any contrary action) the Trustee that holds a
security interest in the Receivables Subsidiary that neither the Trustee nor any
other Person, directly or indirectly, shall exercise any right or remedy or take
any action under this Agreement, the applicable Trust Agreement and/or the
Domestic Pledge Agreement (including, but not limited to, any rights, remedies
or actions pursuant to Section 5 of the Domestic Pledge Agreement and/or the
appointment of the Trustee as an attorney-in-fact pursuant to the Domestic
Pledge Agreement) with respect to the Pledged Stock listed in Schedule 1 of the
Domestic Pledge Agreement relating to the Receivables Subsidiary or any of its
successors in interest at any time prior to the date on which all Aggregate
Unpaids (as such term is defined in the Purchase Agreement) have been paid in
full in cash in accordance with the terms of the Transaction Documents (as such
term is defined in the Purchase Agreement), which payment shall be confirmed in
writing by the Blue Ridge Agent and the Falcon Agent.

          (b)  Each of the Blue Ridge Agent and the Falcon Agent shall be a
third party beneficiary with respect to this Section 15.21.
<PAGE>

          (c) So long as the Capital Stock of the Receivables Subsidiary or any
of its successors in interest is pledged to secure obligations of the Borrowers
hereunder, this Section 15.21 shall not be amended, modified or supplemented
without the prior written consent of the Blue Ridge Agent and the Falcon Agent,
which consent shall be at the sole discretion of the Blue Ridge Agent and/or the
Falcon Agent, and the provisions of this Section 15.21 shall be contained in any
agreement that amends and restates this Agreement.
<PAGE>

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

                                        FEDERAL-MOGUL CORPORATION

                                        By: /s/ Scott Argersinger
                                            ----------------------------------
                                            Name:  Scott Argersinger
                                            Title: Authorized Representative

                                        THE CHASE MANHATTAN BANK,
                                         as Administrative Agent and Lender

                                        By: __________________________________
                                            Name:
                                            Title:


<PAGE>

                                                                             117

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

                                        FEDERAL-MOGUL CORPORATION

                                        By: __________________________________
                                            Name:
                                            Title:

                                        THE CHASE MANHATTAN BANK,
                                         as Administrative Agent and Lender

                                        By: /s/ Karen May Sharf
                                            ----------------------------------
                                            Name:  Karen May Sharf
                                            Title: Vice President

<PAGE>

                                 Signature page for Fourth Amended and Restated
                                 Credit Agreement for Federal-Mogul Corporation


                                 The Dai-Ichi Kangyo Bank, Ltd.
                                 ----------------------------------------------
                                 [Name of Lender]


                                 By: /s/ N Fukatsu
                                     -------------------------------------
                                     Name:  Nobuyasu Fukatsu
                                     Title: General Manager
<PAGE>

                                 Signature page for Fourth Amended and Restated
                                 Credit Agreement for Federal-Mogul Corporation



                                 ______________________________________________
                                 MONUMENTAL LIFE INSURANCE COMPANY


                                 By: /s/ John Bailey
                                     -------------------------------------
                                     Name:  John Bailey
                                     Title: Vice President

<PAGE>

                                 Signature page for Fourth Amended and Restated
                                 Credit Agreement for Federal-Mogul Corporation


                                  Galaxy Clo 1999-1, Ltd.
                                 ----------------------------------------------
                                 [Name of Lender]


                                 By: /s/ Kevin Buckle
                                     -------------------------------------
                                     Name:  Kevin Buckle
                                     Title: Senior Vice President

<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation

                           PPM America, Inc., as attorney in fact,
                           on behalf of Jackson National Life Insurance Company

                           By: /s/ Chris Kappas
                              ---------------------------------------
                           Name: Chris Kappas
                           Title: Vice President
<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                           _____________________________________________________
                           [Name of Lender]
                                           CREDIT SUISSE FIRST BOSTON

                           By: /s/ Bill O'Daly
                              --------------------------------------------
                              Name:  BILL O'DALY
                              Title: VICE PRESIDENT

                                         /s/ William S. Lutkins
                                             WILLIAM S. LUTKINS
                                             VICE PRESIDENT
<PAGE>

                                 Signature page for Fourth Amended and Restated
                                 Credit Agreement for Federal-Mogul Corporation



                                 _______________________________________________
                                 First Union National Bank


                                 By: /s/ Thomas M. Cambern
                                    --------------------------------------------
                                             Thomas M. Cambern
                                             Senior Vice President
<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                                   BANCO ESPIRITO SANTO, S.A. NASSAU BRANCH

                           ____________________________________________
                           [Name of Lender]

                           By: /s/ Jerry R. Hull           /s/ Andrew M. Orsen
                              ------------------------------------------
                              Name: JERRY R. HULL           ANDREW M. ORSEN
                              Title: SENIOR VICE PRESIDENT  VICE PRESIDENT
<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                                     Pinehurst Trading, Inc.
                           -----------------------------------------------------
                           [Name of Lender]

                           By: /s/ Kelly C. Walker
                              --------------------------------------------------
                              Name:  KELLY C. WALKER
                              Title: VICE PRESIDENT


<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                              Industrial Bank of Japan, Limited
                           -----------------------------------------------------
                           [Name of Lender]


                           By: /s/ Walter Wolff
                              --------------------------------------------------
                              Name:  Walter Wolff
                              Title: Joint General Manager

<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                           ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG,


                           By: /s/ Rima Terradista
                              ---------------------------------------------
                           Name: Rima Terradista
                           Title: Vice President


                           By: /s/ John S. Runnion
                              ---------------------------------------------
                           Name: John S. Runnion
                           Title: First Vice President


<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                           MOUNTAIN CAPITAL CLO I, LTD.
                           -----------------------------------------------------
                           [Name of Lender]


                           By: /s/ Darren P. Riley
                              ------------------------------------------
                              Name:  DARREN P. RILEY
                              Title:    DIRECTOR
<PAGE>


                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                           MOUNTAIN CAPITAL CLO II, LTD.
                           -----------------------------------------------------
                           [Name of Lender]


                           By: /s/ Darren P. Riley
                              ------------------------------------------
                              Name:  DARREN P. RILEY
                              Title:    DIRECTOR
<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                           The Mitsubishi Trust and Banking Corporation
                           -----------------------------------------------------
                           [Name of Lender]


                           By: /s/ Masayuki Mitsuhashi
                              --------------------------------------------------
                              Name:  Masayuki Mitsuhashi
                              Title: Deputy General Manager
<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation



                           Credit Industriel et Commercial
                           -----------------------------------------------------
                           [Name of Lender]


                           By: /s/ Sean Mounier          /s/ Brian O'Leary
                              --------------------------------------------------
                              Name: Sean Mounier         Brian O'Leary
                              Title First Vice           Vice President
                                    President
<PAGE>

                                     AMARA-1 FINANCE, LTD. LTD.
                                     By: INVESCO Senior Secured Management, Inc.
                                         As Sub-advisor


                                     By: /s/ Joseph Rotondo
                                        ----------------------------------------
                                        Name:  Joseph Rotondo
                                        Title: Authorized Signatory


<PAGE>


                                     AVALON CAPITAL LTD.
                                     By: INVESCO Senior Secured Management, Inc.
                                         As Portfolio Advisor


                                     By: /s/ Joseph Rotondo
                                        ---------------------------------------
                                        Name:  Joseph Rotondo
                                        Title: Authorized Signatory

<PAGE>

                                     AMARA 2 FINANCE, LTD.
                                     By: INVESCO Senior Secured Management, Inc.
                                         As Sub-Advisor


                                     By: /s/ Joseph Rotondo
                                        ---------------------------------------
                                     Title_____________________________________
                                                 Joseph Rotondo
                                               Authorized Signatory

<PAGE>


                                     AVALON CAPITAL LTD. 2
                                     By: INVESCO Senior Secured Management, Inc.
                                         As Portfolio Advisor


                                     By: /s/ Joseph Rotondo
                                        ---------------------------------------
                                        Name:  Joseph Rotondo
                                        Title: Authorized Signatory

<PAGE>

                                   CHARTER VIEW PORTFOLIO
                                   By: INVESCO Senior Secured Management Inc.
                                       As Investment Advisor



                                          By /s/ Joseph Rotondo
                                             ---------------------------------
                                             Name:  Joseph Rotondo
                                             Title: Authorized Signatory
<PAGE>

                                   AERIES FINANCE-II LTD.
                                   By: INVESCO Senior Secured Management Inc.
                                       As Sub-Managing Agent



                                          By /s/ Joseph Rotondo
                                             ---------------------------------
                                             Name:  Joseph Rotondo
                                             Title: Authorized Signatory



<PAGE>

                                   OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-II
                                   LTD.
                                   By: INVESCO Senior Secured Management Inc.
                                       As Subadvisor



                                    By /s/ Joseph Rotondo
                                       -----------------------------------
                                    Name: Joseph Rotondo
                                          --------------------------------
                                    Title: Authorized Signatory
                                           -------------------------------
<PAGE>


                                   CERES II FINANCE LTD.
                                   By: INVESCO Senior Secured Management Inc.
                                       as Sub-Managing Agent (Financial)



                                             /s/ Joseph Rotondo
                                             ---------------------------------
                                                 Joseph Rotondo
                                                 Authorized Signatory

<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                           DRESDNER BANK AG, NEW YORK AND GRAND
                           --------------------------------------------
                           [Name of Lender] CAYMAN BRANCHES



                           By: /s/ Thomas R. Hasenauer
                              -----------------------------------------
                              Name: Thomas R. Hasenauer
                              Title: Assistant Treasurer



                           By: /s/ Michael Petix
                               ----------------------------------------
                               Name: Michael Petix
                               Title: Vice President
<PAGE>

                          Signature page for Fourth Amended and Restated Credit
                          Agreement for Federal-Mogul Corporation



                          Bayerische Hypo- und Vereinsbank AG



                          By: /s/ Salvatore Esposito
                              -------------------------------
                          Name:   Salvatore Esposito
                          Title:  Director



                          By: /s/ C. Theodore Wolfe
                             --------------------------------
                          Name:   C. Theodore Wolfe
                          Title:  Director
<PAGE>
                          Signature page for Fourth Amended and Restated Credit
                          Agreement for Federal-Mogul Corporation



                          KEYBANK NATIONAL ASSOCIATION



                          By: Anne R. Hohl
                              ---------------------------------------
                              Anne R. Hohl
                              Vice President

<PAGE>
                          Signature page for Fourth Amended and Restated Credit
                          Agreement for Federal-Mogul Corporation



                          Winged Foot Funding Trust



                          By: Anne E. Morris
                              ---------------------------------------
                              Name:  ANN E. MORRIS
                              Title: AUTHORIZED AGENT



<PAGE>
                          Signature page for Fourth Amended and Restated Credit
                          Agreement for Federal-Mogul Corporation



                              Mellon Bank, N.A.
                          -------------------------------------------
                          [Name of Lender]


                          By:        Richard J. Schaich
                              ---------------------------------------
                              Name:  Richard J. Schaich
                              Title: Vice President



<PAGE>

                          Signature page for Fourth Amended and Restated Credit
                          Agreement for Federal-Mogul Corporation



                          BANK OF AMERICA N.A
                          -------------------------------------------


                          By:        Marlene M. Tuma
                              ---------------------------------------
                              Name:  Marlene M. Tuma
                              Title: Vice President

<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                             Comerica Bank
                         -----------------------------------
                         [Name of Lender]


                         By: Michael T. Shea
                            --------------------------------
                            Name: Michael T. Shea
                            Title: Vice President
<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         VAN KAMPEN
                         SENIOR FLOATING RATE FUND          _________________
                         By: Van Kampen Investment Advisory Corp.


                         By: /s/ Brian Buscher
                             ---------------------------------------
                             Name: BRIAN T. BUSCHER
                             Title: MANAGER OPERATIONS & COMPLIANCE
<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         VAN KAMPEN
                         SENIOR INCOME TRUST                 _________________
                         By: Van Kampen Investment Advisory Corp.


                         BY /s/ Brian Buscher
                            ---------------------------------
                            Name: BRIAN T. BUSCHER
                            Title: MANAGER OPERATIONS & COMPLIANCE


<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation

                         VAN KAMPEN
                         PRIME RATE INCOME TRUST            _________________
                         By: Van Kampen Investment Advisory Corp.


                         BY /s/ Brian Buscher
                            --------------------------------
                            Name: BRIAN T. BUSCHER
                            Title: MANAGER OPERATIONS & COMPLIANCE


<PAGE>

                        Signature page for Fourth Amended and Restated Credit
                        Agreement for Federal-Mogul Corporation

                        Chang Hwa Commercial Bank, Ltd., New York Branch


                        By: /s/
                            -----------------------------
                        Name:
                        Title:

<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         First Commercial Bank, New York Agency
                         --------------------------------------
                         [Name of Lender]


                         By: /s/ Jong-Ho Wang
                            ---------------------------
                            Name:  Jong-Ho Wang
                            Title: SVP & GM
<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         Pacifica Parlses I,L.P.
                         By: Imperial Credit Asset Management
                             --------------------------------
                             [Name of Lender] As Its Investment Manager


                         By: /s/ Sean R. Walker
                            ---------------------------
                            Name:  Sean R. Walker
                            Title: Vice President
<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         ARCHIMEDES FUNDING, LLC.

                         BY: ING Capital Advisors LLC,
                             as Collateral Manager


                         BY: /s/ Greg M. Masuda
                             ----------------------
                         Name:   GREG M. MASUDA CFA
                         Title:    VICE PRESIDENT


                         ARCHIMEDES FUNDING II, LTD.

                         BY: ING Capital Advisors LLC,
                             as Collateral Manager


                         BY: /s/ Greg M. Masuda
                             ----------------------
                         Name:   GREG M. MASUDA CFA
                         Title:    VICE PRESIDENT


                         NEMEAN CLO, LTD.

                         BY: ING Capital Advisors LLC,
                             as Investment Manager


                         BY: /s/ Greg M. Masuda
                             ----------------------
                         Name:   GREG M. MASUDA CFA
                         Title:    VICE PRESIDENT


<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         The Bank of Tokyo-Mitsubishi Trust Company
                         ------------------------------------------
                         [Name of Lender]


                         By: /s/ Friedrich N. Wilma
                            ---------------------------------------
                            Name:  Friedrich N. Wilma
                            Title: Vice President & Global Relationship Manager
<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         NATIONAL CITY BANK

                         By: /s/ John R. DeFrancesco
                            ---------------------------
                            Name:  John R. DeFrancesco
                            Title: Vice President
<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         ________________________________________________
                         Citizens Bank of Massachusetts


                         By: /s/ Thomas D. Opie
                            ---------------------------------------------
                            Thomas D. Opie
                            VP


<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation

                         Citicorp USA, Inc.


                         By: /s/ Candi M. Halbert
                             ---------------------------------
                             Name:  Candi M. Halbert
                             Title: Vice President

<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                             H S B C Bank US
                         --------------------------------------
                         [Name of Lender]


                         By: /s/ J B Lyons
                            -----------------------------------
                            Name: John Lyons
                            Title: SVP
<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         HSBC Bank PLC


                         By: /s/
                            ---------------------------------



<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                             /s/ Richard H. Huttenlocher
                         ---------------------------------------
                             Bank One NA

                         By: /s/ Richard H. Huttenlocher
                             -----------------------------------
                             Name:  Richard H. Huttenlocher
                             Title: Senior Vice President

<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         ML CLO XV Pilgrim America (Cayman) Ltd
                         By: Pilgrim Investment, Inc. as its Investment Manager
                         -------------------------------------------------------
                         [Name of Lender]


                         By: /s/ Mark F. Haak
                            ----------------------------------------------------
                            Name:  MARK F. HAAK
                            Title: ASSISTANT VICE PRESIDENT
<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         ML CLO XX Pilgrim America (Cayman) Ltd
                         By: Pilgrim Investment, Inc. as its Investment Manager
                         -------------------------------------------------------
                         [Name of Lender]


                         By: /s/ Mark F. Haak
                            ----------------------------------------------------
                            Name:  MARK F. HAAK
                            Title: ASSISTANT VICE PRESIDENT

<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         Pilgrim CLO 1999-1 Ltd
                         By: Pilgrim Investment, Inc. as its Investment Manager
                         -------------------------------------------------------
                         [Name of Lender]


                         By: /s/ Mark F. Haak
                            ----------------------------------------------------
                            Name:  MARK F. HAAK
                            Title: ASSISTANT VICE PRESIDENT

<PAGE>

                    Signature page for Fourth Amended and Restated Credit
                    Agreement for Federal-Mogul Corporation


                    Sequils-Pilgrim I. Ltd
                    By: Pilgrim Investment, Inc. as its Investment Manager
                    ------------------------------------------------------------
                    [Name of Lender]


                    By: /s/ Mark F. Haak
                       ---------------------------------------------------------
                       Name:  MARK F. HAAK
                       Title: ASSISTANT VICE PRESIDENT

<PAGE>

                              Signature page for Fourth Amended and Restated
                              Credit Agreement for Federal-Mogul Corporation



                                   WEBSTER BANK


                              By:  /s/ Paul T. Savino
                                 ---------------------------------------------
                                   Name:  Paul T. Savino
                                   Title: Vice President

<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                              THE FUJI BANK, LIMITED
                           -------------------------------------------
                           [Name of Lender]

                           By: /s/
                              ----------------------
                              Name:
                              Title: SENIOR VICE PRESIDENT

<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation



                         __________________________________________
                         LLOYDS TSB BANK PLC

                         By: /s/ Windsor R. Davies
                            ---------------------------------------
                            Name:  Windsor R. Davies
                            Title: Director Corporate Banking. USA
                                                D061

                         By: /s/ David Rodway
                            ---------------------------------------
                         Name:  David Rodway
                         Title: Assistant Director
                                       R156
<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation



                           KBC Bank NV
                           -----------------------------------------------
                           [Name of Lender]

                           By: /s/ Raymond F. Murray/ /s/
                              --------------------------------------------
                              Name:  RAYMOND F. MURRAY
                              Title: FIRST VICE PRESIDENT
<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation



                              Regions Bank
                           ----------------------------------------
                           [Name of Lender]

                           By: /s/ Sam Prudhomme
                              -------------------------------------
                              Name:  Sam Prudhomme
                              Title: National Division Officer
<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation



                           First Hawaiian Bank
                           ----------------------------
                           [Name of Lender]

                           By: /s/ Charles L. Jenkins
                              -------------------------
                              Name:  Charles L. Jenkins
                              Title: Vice President & Manager
                                     National Corporate Banking
<PAGE>

                    Signature page for Fourth Amended and Restated Credit
                    Agreement for Federal-Mogul Corporation


                    Banque Worms Capital Corp
                    ----------------------------------------------
                    [Name of Lender]

                    By: /s/ Michael R. Fleming     /s/ Jeff Marlo
                       -------------------------------------------
                       Name:  Michael R. Fleming       Jeff Marlo
                       Title: XXX General Council      AVP

<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                            The Bank of New York
                         -----------------------------------------
                         [Name of Lender]

                         By: /s/ Edward J. Dougherty III
                            --------------------------------------
                            Name:  EDWARD J. DOUGHERTY III
                            Title:      Vice President

<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                             Societe Generale
                         --------------------------------------
                         [Name of Lender]


                         By: /s/
                             ----------------------------------
                             Name:
                             Title:   VICE PRESIDENT
<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation

                              KZH CNC LLC
                         ------------------------------------
                         [Name of Lender]


                         By: /s/ Susan Lee
                            ---------------------------------
                            Name:    Susan Lee
                            Title: Authorized Agent

<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                             KZH Crescent LLC
                         ---------------------------------------
                         [Name of Lender]


                         By: /s/ Susan Lee
                            ------------------------------------
                            Name:     Susan Lee
                            Title: Authorized Agent

<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation



                         KZH Crescent-2 LLC
                         ---------------------------------------
                         (Name of Lender)


                         By: /s/ Susan Lee
                             -----------------------------------
                             Name:  Susan Lee
                             Title: Authorized Agent

<PAGE>


                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation



                         KZH Crescent-3 LLC
                         ---------------------------------------
                         (Name of Lender)


                         By: /s/ Susan Lee
                             -----------------------------------
                             Name:  Susan Lee
                             Title: Authorized Agent

<PAGE>


                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation



                         KZH CypressTree-1 LLC
                         ---------------------------------------
                         (Name of Lender)


                         By: /s/ Susan Lee
                             -----------------------------------
                             Name:  Susan Lee
                             Title: Authorized Agent

<PAGE>


                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation



                         KZH ING-2 LLC
                         ---------------------------------------
                         (Name of Lender)


                         By: /s/ Susan Lee
                             -----------------------------------
                             Name:  Susan Lee
                             Title: Authorized Agent

<PAGE>


                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation



                         KZH Largdale LLC
                         ---------------------------------------
                         (Name of Lender)


                         By: /s/ Susan Lee
                             -----------------------------------
                             Name:  Susan Lee
                             Title: Authorized Agent

<PAGE>


                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation



                         KZH Pondview LLC
                         --------------------------------------
                         (Name of Lender)


                         By: /s/ Susan Lee
                             -----------------------------------
                             Name:  Susan Lee
                             Title: Authorized Agent

<PAGE>


                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         EATON VANCE SENIOR INCOME TRUST
                         BY: EATON VANCE MANAGEMENT
                             AS INVESTMENT ADVISOR
                         --------------------------------------
                         (Name of Lender)


                         By: /s/ Payson F. Swaffield
                             -----------------------------------
                             Name:  Payson F. Swaffield
                             Title: Vice President

<PAGE>


                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         SENIOR DEBT PORTFOLIO
                         By: Boston Management and Research
                             As Investment Advisor
                         --------------------------------------
                         (Name of Lender)


                         By: /s/ Payson F. Swaffield
                             -----------------------------------
                             Name:  Payson F. Swaffield
                             Title: Vice President

<PAGE>


                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
                         BY: EATON VANCE MANAGEMENT
                             AS INVESTMENT ADVISOR
                         --------------------------------------
                         (Name of Lender)


                         By: /s/ Payson F. Swaffield
                             -----------------------------------
                             Name:  Payson F. Swaffield
                             Title: Vice President

<PAGE>


                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation


                         OXFORD STRATEGIC INCOME FUND
                         BY: EATON VANCE MANAGEMENT
                             AS INVESTMENT ADVISOR
                         --------------------------------------
                         (Name of Lender)


                         By: /s/ Payson F. Swaffield
                             -----------------------------------
                             Name:  Payson F. Swaffield
                             Title: Vice President

<PAGE>

                                    CYPRESS



North American Senior Floating Rate Fund
By: CypressTree Investment Management Company, Inc.
    as Portfolio Manager


By: /s/ P. R.
    -----------------------------------
    Name:  Philip C. Robbins
    Title: Principal


CypressTree Senior Floating Rate Fund
By: Cypress Tree Investment Management Company, Inc.
    as Portfolio Manager


By: /s/ P. R.
    -----------------------------------
    Name:  Philip C. Robbins
    Title: Principal

CypressTree Investment Partners I, Ltd.,
By: Cypress Tree Investment Management Company, Inc.
    as Portfolio Manager


By: /s/ P. R.
    -----------------------------------
    Name:  Philip C. Robbins
    Title: Principal




      Signature Pages for the Federal Mogul Amended and Restated Credit
                       Agreement dated December , 2000.


<PAGE>

                    Signature page for Fourth Amended and Restated Credit
                    Agreement for Federal-Mogul Corporation



                    CREDIT AGRICOLE INDOSUEZ
                    ---------------------------------


                    By: /s/ Richard Manix
                        -----------------------------
                        Name:  Richard Manix
                        Title: First Vice President



                    By: /s/ Leo von Reissig
                        -----------------------------
                        Name:  Leo von Reissig
                        Title: Vice President
<PAGE>


                    Signature page for Fourth Amended and Restated Credit
                    Agreement for Federal-Mogul Corporation


                    First National Bank



                    By: /s/ Robert J. Riley
                        ---------------------------
                        Name:  Robert J. Riley
                        Title: Vice President
<PAGE>

                         Signature page For Fourth Amended and
                           Restated Credit Agreement for Federal-
                           Mogul Corporation


                         BANK OF MONTREAL


                         By:  /s/
                              ------------------------------------
                         For: Name:  Murray Strum
                              Title: Director










<PAGE>

                         Signature page for Fourth Amended Restated Credit
                         Agreement for Federal-Mogul Corporation


                         THE BANK OF NOVA SCOTIA
                         -------------------------------
                         [Name of Lender]


                         By: /s/ D. N. Gillespie
                             ---------------------------
                             Name:  D. N. GILLESPIE
                             Title: MANAGING DIRECTOR
<PAGE>

                           Signature page for Fourth Amended and Restated Credit
                           Agreement for Federal-Mogul Corporation


                               __________________________________________
                               ABN AMRO Bank N.V.


                           By: /s/ Neil. J. Bivona
                               --------------------------------------
                               Name:  NEIL J. BIVONA
                               Title: Vice President


                           By: /s/ Steven C. Wimpenny
                               --------------------------------------
                               Name:  STEVEN C. WIMPENNY
                               Title: GROUP SENIOR VICE PRESIDENT
<PAGE>

                            Signature Page for Fourth Amended and Restated
                            Credit Agreement for Federal-Mogul Corporation



                            Wachovia Bank, NA



                            /s/ Henry H. Hagan
                            --------------------------------------------------
                            Henry H. Hagan
                            Senior Vice President


<PAGE>

                         Signature page for Fourth Amended and Restated Credit
                         Agreement for Federal-Mogul Corporation




                         Credit Lyonnais New York Branch
                         -----------------------------------------------------
                         [Name of Lender]



                         By: /s/ Anne G. Shean
                             -------------------------------------------------
                             Name:  Anne G. Shean
                             Title: VICE PRESIDENT