<PAGE>   1

                                                                    EXHIBIT 10.1


                                                                  CONFORMED COPY

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

                                CREDIT AGREEMENT

                          dated as of December 21, 1998

                          as Amended and Restated as of

                                  July 27, 2000


                                      among


                             CONEXANT SYSTEMS, INC.,
                          certain of its subsidiaries,

                            THE LENDERS NAMED HEREIN,

                          KEYBANK NATIONAL ASSOCIATION,
                              as Syndication Agent,

                               ABN AMRO BANK N.V.,
                             as Documentation Agent,

                                       and

                           CREDIT SUISSE FIRST BOSTON,
                  as Administrative Agent and Collateral Agent


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


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
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<S>                 <C>                                                                                        <C>
ARTICLE I           Definitions..................................................................................1

         SECTION 1.1.        Defined Terms.......................................................................1

         SECTION 1.2.        Terms Generally....................................................................22

         SECTION 1.3.        Exchange Rates.....................................................................22

ARTICLE II          The Credits.................................................................................23

         SECTION 2.1.        Commitments........................................................................23

         SECTION 2.2.        Loans..............................................................................23

         SECTION 2.3.        Borrowing Procedure................................................................25

         SECTION 2.4.        Evidence of Debt; Repayment of Loans...............................................25

         SECTION 2.5.        Fees...............................................................................26

         SECTION 2.6.        Interest on Loans..................................................................27

         SECTION 2.7.        Default Interest...................................................................28

         SECTION 2.8.        Alternate Rate of Interest.........................................................28

         SECTION 2.9.        Termination and Reduction of Commitments...........................................28

         SECTION 2.10.       Conversion and Continuation of Borrowings..........................................29

         SECTION 2.11.       Repayment of Loans.................................................................30

         SECTION 2.12.       Voluntary Prepayment...............................................................30

         SECTION 2.13.       Mandatory Prepayment...............................................................31

         SECTION 2.14.       Reserve Requirements; Change in Circumstances......................................32

         SECTION 2.15.       Change in Legality.................................................................33

         SECTION 2.16.       Indemnity..........................................................................34

         SECTION 2.17.       Pro Rata Treatment.................................................................35

         SECTION 2.18.       Sharing of Setoffs.................................................................35

         SECTION 2.19.       Payments...........................................................................35

         SECTION 2.20.       Taxes..............................................................................36

         SECTION 2.21.       Assignment of Commitments under Certain Circumstances; Duty to Mitigate............38

         SECTION 2.22.       Swingline Loans....................................................................39

         SECTION 2.23.       Letters of Credit..................................................................41

         SECTION 2.24.       Reporting Requirements of the Swingline Lender and Issuing Banks...................44
</TABLE>


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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
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                                                                                                               ----
<S>                 <C>                                                                                        <C>
ARTICLE III         Representations and Warranties..............................................................44

         SECTION 3.1.        Organization; Powers...............................................................44

         SECTION 3.2.        Authorization......................................................................45

         SECTION 3.3.        Enforceability.....................................................................45

         SECTION 3.4.        Governmental Approvals.............................................................45

         SECTION 3.5.        Financial Statements...............................................................45

         SECTION 3.6.        No Material Adverse Change.........................................................45

         SECTION 3.7.        Title to Properties; Possession Under Leases.......................................46

         SECTION 3.8.        Subsidiaries.......................................................................46

         SECTION 3.9.        Litigation; Compliance with Laws...................................................46

         SECTION 3.10.       Agreements.........................................................................46

         SECTION 3.11.       Federal Reserve Regulations........................................................47

         SECTION 3.12.       Investment Company Act; Public Utility Holding Company Act.........................47

         SECTION 3.13.       Use of Proceeds....................................................................47

         SECTION 3.14.       Tax Returns........................................................................47

         SECTION 3.15.       No Material Misstatements..........................................................47

         SECTION 3.16.       Employee Benefit Plans.............................................................47

         SECTION 3.17.       Environmental Matters..............................................................48

         SECTION 3.18.       Pledge Agreement...................................................................49

         SECTION 3.19.       Labor Matters......................................................................49

         SECTION 3.20.       Solvency...........................................................................49

         SECTION 3.21.       Spin-off...........................................................................49

ARTICLE IV          Conditions of Lending.......................................................................50

         SECTION 4.1.        All Credit Events..................................................................50

         SECTION 4.2.        Restatement Closing Date...........................................................51

         SECTION 4.3.        Restatement Closing Date Transactions..............................................52

ARTICLE V           Affirmative Covenants.......................................................................53

         SECTION 5.1.        Existence; Businesses and Properties...............................................53
</TABLE>


                                      -ii-
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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                 <C>                                                                                        <C>
         SECTION 5.2.        Insurance..........................................................................53

         SECTION 5.3.        Obligations and Taxes..............................................................53

         SECTION 5.4.        Financial Statements, Reports, etc.................................................54

         SECTION 5.5.        Litigation and Other Notices.......................................................55

         SECTION 5.6.        Employee Benefits..................................................................55

         SECTION 5.7.        Maintaining Records; Access to Properties and Inspections..........................55

         SECTION 5.8.        Use of Proceeds....................................................................55

         SECTION 5.9.        Compliance with Environmental Laws.................................................55

         SECTION 5.10.       Security...........................................................................56

         SECTION 5.11.       Spin-off...........................................................................56

ARTICLE VI          Negative Covenants..........................................................................57

         SECTION 6.1.        Restricted Indebtedness............................................................57

         SECTION 6.2.        Liens..............................................................................57

         SECTION 6.3.        Sale and Lease-Back Transactions...................................................59

         SECTION 6.4.        Acquisitions, Investments, Loans and Advances......................................59

         SECTION 6.5.        Mergers, Consolidations and Sales of Assets........................................61

         SECTION 6.6.        Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay
                               Dividends........................................................................63

         SECTION 6.7.        Transactions with Affiliates.......................................................64

         SECTION 6.8.        Business of the Company and Subsidiaries...........................................64

         SECTION 6.9.        Fiscal Year........................................................................64

         SECTION 6.10.       Capital Expenditures...............................................................64

         SECTION 6.11.       Consolidated Leverage Ratio........................................................64

         SECTION 6.12.       Minimum Net Worth..................................................................64

         SECTION 6.13.       Consolidated Interest Coverage Ratio...............................................64

         SECTION 6.14.       Minimum Cash Balance...............................................................65

         SECTION 6.15.       Convertible Debt...................................................................65

ARTICLE VII         Events of Default...........................................................................65

ARTICLE VIII        The Administrative Agent and the Collateral Agent...........................................67
</TABLE>


                                     -iii-
<PAGE>   5

                                TABLE OF CONTENTS
                                   (CONTINUED)

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ARTICLE IX          Miscellaneous...............................................................................69

         SECTION 9.1.        Notices............................................................................69

         SECTION 9.2.        Survival of Agreement..............................................................70

         SECTION 9.3.        Binding Effect.....................................................................70

         SECTION 9.4.        Successors and Assigns.............................................................70

         SECTION 9.5.        Expenses; Indemnity................................................................74

         SECTION 9.6.        Right of Setoff....................................................................75

         SECTION 9.7.        Applicable Law.....................................................................75

         SECTION 9.8.        Waivers; Amendment.................................................................75

         SECTION 9.9.        Interest Rate Limitation...........................................................76

         SECTION 9.10.       Entire Agreement...................................................................76

         SECTION 9.11.       WAIVER OF JURY TRIAL...............................................................76

         SECTION 9.12.       Severability.......................................................................77

         SECTION 9.13.       Counterparts.......................................................................77

         SECTION 9.14.       Headings...........................................................................77

         SECTION 9.15.       Jurisdiction; Consent to Service of Process........................................77

         SECTION 9.16.       Conversion of Currencies...........................................................77

         SECTION 9.17.       Confidentiality....................................................................78

         SECTION 9.18.       European Monetary Union............................................................79

         SECTION 9.19.       Foreign Subsidiary Borrowers.......................................................79
</TABLE>


                                      -iv-
<PAGE>   6

SCHEDULES

Schedule 1.1(a)   Additional Cost
Schedule 1.1(b)   Subsidiary Guarantors
Schedule 2.1      Lenders; Commitments
Schedule 3.8      Significant Subsidiaries
Schedule 3.9      Litigation
Schedule 3.17     Environmental Matters
Schedule 6.1      Indebtedness
Schedule 6.2      Liens
Schedule 6.4      Investments
Schedule 6.7      Non-Arm's Length Spin-off Transactions; Permitted Transactions


EXHIBITS

Exhibit A         Form of Administrative Questionnaire
Exhibit B         Form of Assignment and Acceptance
Exhibit C         Form of Borrowing Request
Exhibit D         Form of Indemnity, Subrogation and Contribution Agreement
Exhibit E         Form of Pledge Agreement
Exhibit F         Form of Company Guarantee Agreement
Exhibit G         Form of Subsidiary Guarantee Agreement
Exhibit H         Form of Opinion of Chadbourne & Parke LLP


                                      -v-

<PAGE>   7

         CREDIT AGREEMENT dated as of December 21, 1998 as amended and restated
as of July 27, 2000, among CONEXANT SYSTEMS, INC., a Delaware corporation (the
"Company"), certain of the Subsidiaries (as defined in Article I) from time to
time party to this Agreement (the "Borrower Subsidiaries" and together with the
Company, each a "Borrower" and collectively, the "Borrowers"), the Lenders (as
defined in Article I), the Issuing Banks (as defined in Article I) and CREDIT
SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting
through its New York branch ("CSFB"), as administrative agent (in such capacity,
the "Administrative Agent") and as collateral agent (in such capacity, the
"Collateral Agent") for the Lenders.

         WHEREAS, the Company is party to a Credit Agreement dated as of
December 21, 1998, among the Borrowers, certain of the Lenders, the Issuing
Banks, the Administrative Agent, and the Collateral Agent (as heretofore amended
or modified, the "Existing Credit Agreement") pursuant to which those Lenders
have agreed to extend credit to the Borrowers.

         WHEREAS, the parties have agreed to amend the Existing Credit Agreement
so as to, among other things, (i) provide for the release by the Agent of its
Liens on certain collateral, (ii) extend the Revolving Maturity Date, (iii)
provide for certain Lenders to become or cease to be parties thereto, (iv)
revise certain covenants, and (v) make certain other changes to the Existing
Credit Agreement;

         WHEREAS, the parties desire to restate the Existing Credit Agreement in
its entirety as so amended;

         NOW THEREFORE, the parties hereto agree that as of the Restatement
Closing Date, the Existing Credit Agreement is amended and restated in its
entirety to read as follows:

                                   ARTICLE I

                                  Definitions


         SECTION 1.1. Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:

         "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

         "ABR Loan" shall mean any Revolving Loan or Swingline Dollar Loan
bearing interest at a rate determined by reference to the Alternate Base Rate in
accordance with the provisions of Article II.

          "Additional Cost" shall mean, in relation to any Alternative Currency
Borrowing that is denominated in Pounds and is borrowed by the Company, for any
Interest Period, the cost as calculated by the Administrative Agent in
accordance with Schedule 1.1(a) imputed to each Lender participating in such
Borrowing of compliance with the mandatory liquid assets requirements of the
Bank of England during that Interest Period, expressed as a percentage.

         "Adjusted LIBO Rate" shall mean, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the LIBO Rate in effect for such
Interest Period multiplied by Statutory Reserves; provided, however, that, if
such Eurocurrency Borrowing is an Alternative Currency Borrowing that is
denominated in Pounds and is

<PAGE>   8

borrowed by the Company, then the "Adjusted LIBO Rate" shall be the LIBO Rate in
effect for such Interest Period plus Additional Cost.

          "Administrative Agent Fees" shall have the meaning assigned to such
term in Section 2.5(b).

         "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit A.

         "Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified.

         "Aggregate Revolving Exposure" shall mean the aggregate amount of the
Lenders' Revolving Exposures.

          "Agreement Currency" shall have the meaning assigned to such term in
Section 9.16.

         "Alternate Base Rate" shall mean, 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 of the definition
thereof, the Alternate Base Rate shall be determined without regard to clause
(b) of the preceding sentence until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively. The term "Prime Rate" shall mean the rate of interest per
annum publicly announced from time to time by the Administrative Agent as its
prime rate in effect at its principal office in New York City; each change in
the Prime Rate shall be effective on the date such change is publicly announced
as being effective. The term "Federal Funds Effective Rate" shall mean, for any
day, the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for the day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

         "Alternative Currency" shall mean Euros, Marks, Pounds, Francs or Yen.

         "Alternative Currency Borrowing" shall mean a Borrowing comprised of
Alternative Currency Swingline Loans.

         "Alternative Currency Commitment" shall have the meaning given such
term in Section 2.22(a)(ii).

         "Alternative Currency Credit Exposure" shall mean, at any time, the
Dollar Equivalent of the aggregate principal amount of all outstanding
Alternative Currency Swingline Loans at such time.

         "Alternative Currency Equivalent" shall mean, on any date of
determination, with respect to any amount denominated in dollars in relation to
any specified Alternative Currency, the equivalent in such


                                      -2-
<PAGE>   9

specified Alternative Currency of such amount in dollars, determined by the
Administrative Agent pursuant to Section 1.3 using the applicable Exchange Rate
then in effect.

         "Alternative Currency Swingline Loan" shall mean a Swingline Loan
denominated in an Alternative Currency.

         "Applicable Percentage" as to any Eurocurrency Loan, ABR Loan, or
Commitment Fee, shall mean a margin, measured in basis points per annum, that is
the margin based on the Total Debt to Capitalization Ratio, as follows:

<TABLE>
<CAPTION>
                           Margin (bp) for          Margin (bp) for
       Tier               Eurocurrency Loans            ABR Loan            Margin (bp) for Commitment Fees
       ----               ------------------        ---------------         -------------------------------
<S>                       <C>                       <C>                     <C>
        I                       125.0                       25.0                         30.0
        II                      150.0                       50.0                         37.5
        III                     175.0                       75.0                         50.0
        IV                      200.0                      100.0                         50.0
</TABLE>

         For purposes of the foregoing table:

                  "Tier I" means that the Total Debt to Capitalization Ratio is
         less than 0.15 to 1.00.

                  "Tier II" means that the Total Debt to Capitalization Ratio is
         less than 0.20 to 1.00 and greater than or equal to 0.15 to 1.00.

                  "Tier III" means that the Total Debt to Capitalization Ratio
         is less than 0.25 to 1.00 and greater than or equal to 0.20 to 1.00.

                  "Tier IV" means that the Total Debt to Capitalization Ratio is
         greater than or equal to 0.25 to 1.00.

Each change in the Applicable Percentage shall be effective upon receipt by the
Administrative Agent of the certificate delivered pursuant to Section 5.4(c); it
being understood that if such certificate is not delivered when due, the
Applicable Percentage shall be deemed to be Tier IV during the period from the
date such certificate is required to be furnished until such time that such
certificate is furnished.

         "Asset Sale" shall mean the sale, transfer or other disposition (by way
of merger or otherwise and including by way of a Sale and Leaseback) by the
Company or any Subsidiary to any person other than the Company or any
wholly-owned Subsidiary which is a Domestic Subsidiary of (a) any capital stock
of any Subsidiary (other than directors' qualifying shares) or (b) any other
assets of the Company or any Subsidiary (other than (i) cash, cash equivalents,
and marketable securities, (ii) assets no longer used or useful in the business
of the Company and its Subsidiaries, (iii) accounts receivable, and (iv)
inventory).


                                      -3-
<PAGE>   10

         "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit B or such other form as shall be approved by the
Administrative Agent.

         "Board" shall mean the Board of Governors of the Federal Reserve System
of the United States of America.

         "Borrowers" shall have the meaning set forth in the preamble to this
Agreement.

         "Borrowing" shall mean a group of Loans of a single Type made by the
Lenders on a single date and as to which a single Interest Period is in effect.
A conversion or a continuation of any Borrowing shall not constitute a Borrowing
for purposes of Article IV.

         "Borrowing Request" shall mean a request for a Loan by the applicable
Borrower and the Company if the Borrower is not the Company in accordance with
the terms of Section 2.3 and substantially in the form of Exhibit C.

         "Borrower Subsidiaries" shall have the meaning set forth in the
preamble to this Agreement.

         "Borrower Subsidiary Closing Conditions" shall have the meaning set
forth in Section 4.2(k).

         "Breakage Event" shall have the meaning given such term in Section
2.16(a).

         "Business Day" shall mean any day other than a Saturday, Sunday or day
on which banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurocurrency Loan, the
term "Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market, and, when used in
connection with any Calculation Date or determining any date on which any amount
is to be paid or made available in an Alternative Currency, the term "Business
Day" shall also exclude any day on which commercial banks and foreign exchange
markets are not open for business in the principal financial center in the
country of issuance of such Alternative Currency.

         "Calculation Date" shall mean (a) the date of delivery of each
Borrowing Request, (b) the date of issuance of any Letter of Credit, (c) the
date of notice of conversion or continuation of any Borrowing pursuant to
Section 2.10 or (d) such additional dates as the Administrative Agent, the
Swingline Lender or the Required Lenders shall specify.

         "Capital Lease Obligations" shall mean as to any person, the
obligations of such person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

         A "Change in Control" shall be deemed to have occurred if (a) any
person or group (within the meaning of Rule 13d-5 of the Securities Exchange Act
of 1934 as in effect on the date hereof (other than the Rockwell International
Corporation Savings Plan or any other employee benefit plan of Rockwell
International Corporation or the Company)) shall own directly or indirectly,
beneficially or of record, shares representing more than 25% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
the Company; (b) the Rockwell International Corporation Savings Plan or any
other employee benefit plan of Rockwell International Corporation or the
Company, individually or


                                      -4-
<PAGE>   11

in the aggregate, shall own directly or indirectly, beneficially or of record,
shares representing more than 35% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Company; (c) the
Continuing Directors shall at any time cease to constitute a majority of the
board of directors of the Company; or (d) any change in control (or similar
event, however denominated) with respect to the Company or any of the
Subsidiaries shall occur under and as defined in any indenture or agreement in
respect of Indebtedness in an outstanding principal amount in excess of
$50,000,000 to which the Company or any of the Subsidiaries is a party.

         A "Charge" shall have the meaning assigned to such term in Section 4.1.

         "Chartered Semiconductor Investments" shall mean items 1 and 2 listed
on Schedule 6.4.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" shall mean all the "Collateral" as defined in the Pledge
Agreement or any of the other Security Documents.

         "Commitment" shall mean, with respect to any Lender, such Lender's
Revolving Commitment and Swingline Commitments.

         "Commitment Fee" shall have the meaning assigned to such term in
Section 2.5(a).

         "Company" shall have the meaning set forth in the preamble to this
Agreement.

         "Company Guarantee Agreement" shall mean the Guarantee Agreement
substantially in the form of Exhibit F made by the Company in favor of the
Collateral Agent for the benefit of the Lenders.

         "Company Share" shall mean, with respect to any Person in which the
Company or any Subsidiary holds an Investment consisting of capital stock or
other equity interests, a percentage equal to the Company's or such Subsidiary's
aggregate interest in the capital or profits of such Person (whichever is less).

          "Confidential Information Memorandum" shall mean both the Confidential
Information Memorandum dated as of November, 1998 (including exhibits) and the
Confidential Information Memorandum dated as of June, 2000 (including exhibits)
prepared on behalf of the Company for the Lenders.

         "Consolidated Capital Expenditures" shall mean, for any period, the
aggregate, without duplication, of all expenditures (whether paid in cash or
other consideration or accrued as a liability) by the Company or any of the
Subsidiaries during such period (or, in the case of a newly formed or acquired
Subsidiary, during the portion of such period when such person was a Subsidiary)
that, in accordance with GAAP, are includible in "additions to property, plant
and equipment" or similar items reflected in the consolidated statement of cash
flows of the Company and the Subsidiaries for such period (or, in the case of a
newly formed or acquired Subsidiary, during the portion of such period when such
person was a Subsidiary) including expenditures for assets leased by the Company
or any of its Subsidiaries to the extent classified on the Company's
consolidated balance sheet as Capital Lease Obligations in accordance with GAAP.


                                      -5-
<PAGE>   12

         "Consolidated Current Liabilities" shall mean, as of any date of
determination, the total liabilities that would properly be classified as
current liabilities of the Company and the Subsidiaries as of such date,
determined on a consolidated basis in accordance with GAAP.

         "Consolidated EBITDA" shall mean, for any period, Consolidated Net
Income for such period, plus, without duplication and to the extent deducted
from revenues in determining Consolidated Net Income for such period, the sum of
(a) the aggregate amount of Consolidated Interest Expense for such period, (b)
the aggregate amount of income taxes as reported on the consolidated statement
of net income for the Company in accordance with GAAP for such period, and (c)
all amounts in respect of depreciation and amortization as reported on the
consolidated statement of cash flows for the Company in accordance with GAAP for
such period; provided, that for each Subsidiary which was not at all times
during the relevant period a Subsidiary (a "New Subsidiary"), the determination
of Consolidated EBITDA (and the components thereof) shall be made without regard
to such Subsidiary for such portion of such period (the "Excluded Period") where
such Subsidiary was not a Subsidiary.

         "Consolidated Interest Coverage Ratio" shall mean, for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.

         "Consolidated Interest Expense" shall mean, for any period, interest
expense of the Company and the Subsidiaries for such period included in the
determination of Consolidated Net Income as reported for such period on the
consolidated statement of net income for the Company in accordance with GAAP.

         "Consolidated Leverage Ratio" shall mean, as of any date of
determination, the ratio of (a) Total Debt on such date to (b) Consolidated
EBITDA for the most recent period of four consecutive fiscal quarters ended on
or prior to such date.

         "Consolidated Net Income" shall mean, for any period, the sum of net
income (or loss) for such period of the Company and the Subsidiaries on a
consolidated basis determined in accordance with GAAP, but excluding: (a) the
income (or loss) of any person accrued prior to the date it became a Subsidiary
of the Company or is merged into or consolidated with the Company or such
person's assets are acquired by the Company or any of the Subsidiaries; (b)
purchased research and development in respect of such period; and (c)
extraordinary gains or losses, as defined under GAAP, during such period.

         "Contingent Obligation" shall mean, as to any person, any direct or
indirect liability of that person, whether or not contingent, with or without
recourse, (a) with respect to any Indebtedness, lease, dividend, letter of
credit or other obligation (the "primary obligations") of another person (the
"primary obligor"), including any obligation of that person (i) to purchase,
repurchase or otherwise acquire such primary obligations or any security
therefor, (ii) to advance or provide funds for the payment or discharge of any
such primary obligation, or to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency or any
balance sheet item, level of income or financial condition of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation, or (iv)
otherwise to assure or hold harmless the holder of any such primary obligation
against loss in respect thereof (each, a "Guaranty Obligation"); (b) with
respect to any Surety Instrument (other than any Letter of Credit) issued for
the account of that person or as to which that person is otherwise liable for
reimbursement of drawings or payments; and (c) in respect of any Hedging
Agreement. The amount of any Contingent Obligation shall (x) in the case of
Guaranty Obligations, be deemed equal to the stated or determinable amount of
the primary obligation in respect of


                                      -6-
<PAGE>   13

which such Guaranty Obligation is made or, if not stated or if indeterminable,
the maximum reasonably anticipated liability in respect thereof, (y) in the case
of Surety Instruments (other than any Letters of Credit), shall be equal to the
maximum reasonably anticipated liability in respect thereof and, (z) in the case
of Hedging Agreements, shall be equal to the Hedge Termination Value.

         "Continuing Director" shall mean any member of the Company's board of
directors who either (i) is a member of such board as of the Restatement Closing
Date or (ii) is thereafter elected to such board, or nominated for election by
stockholders, by a vote of at least two-thirds of the directors at the time of
such vote who are Continuing Directors; provided that an individual who is so
elected or nominated in connection with a merger, consolidation, acquisition or
similar transaction shall not be a Continuing Director unless such individual
was a Continuing Director prior thereto.

         "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "Controlling" and "Controlled" shall have meanings
correlative thereto.

         "Convertible Debt" shall mean (a) the 4 1/4% Convertible Subordinated
Notes Due May 1, 2006 issued pursuant to an Indenture dated as of May 1, 1999
between the Company and The First National Bank of Chicago, as trustee (the
"1999 Indenture"), (b) the 4% Convertible Subordinated Notes Due February 1,
2007 issued pursuant to an Indenture dated as of February 1, 2000 between the
Company and Bank One Trust Company, National Association, as trustee (the "2000
Indenture"), and (c) any other indebtedness of the Company or any of its
Subsidiaries which meets the following conditions:

         (i)      it is convertible into or exchangeable solely for equity
                  securities of the Company or any Subsidiary; and

         (ii)     it does not rank in right of payment senior to or pari passu
                  with the Obligations; and

         (iii)    it has a final stated maturity date after the Revolving
                  Maturity Date; and

         (iv)     it does not require any regularly scheduled reduction or
                  reductions in the principal amount outstanding on or before
                  the Revolving Maturity Date, either through any scheduled
                  repayment, mandatory prepayment, redemption or repurchase
                  requirement; provided, however, that any such indebtedness
                  which does require any scheduled reduction or reductions in
                  the principal amount outstanding prior to the Revolving
                  Maturity Date shall be Convertible Debt (if it otherwise
                  satisfies the conditions set forth above) to the extent, but
                  only to the extent, of principal amounts required to be
                  repaid, prepaid, redeemed or repurchased after the Revolving
                  Maturity Date.

         "Credit Event" shall have the meaning assigned to such term in Section
4.1.

         "CSFB" shall have the meaning assigned thereto in the Preamble.

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

         "Distribution Date" shall mean December 31, 1998, the effective date of
the Spin-off.


                                      -7-
<PAGE>   14

         "Dollar Borrowing" shall mean a Borrowing comprised of Dollar Loans.

         "Dollar Equivalent" shall mean, on any date of determination, with
respect to any amount denominated in any currency other than dollars, the
equivalent in dollars of such amount, determined by the Administrative Agent
pursuant to Section 1.3 using the applicable Exchange Rate with respect to such
currency at the time in effect.

         "Dollar Loan" shall mean a Loan denominated in dollars.

         "dollars" or "$" shall mean lawful money of the United States of
America.

         "Domestic Subsidiaries" shall mean all Subsidiaries incorporated or
organized under the laws of the United States of America, any State thereof or
the District of Columbia.

         "environment" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, the workplace or as otherwise defined in any Environmental
Law.

         "Environmental Claim" shall mean any written accusation, allegation,
notice of violation, claim, demand, order, directive, cost recovery action or
other cause of action by, or on behalf of, any Governmental Authority or any
person pursuant to an Environmental Law for damages, injunctive or equitable
relief, personal injury (including sickness, disease or death), Remedial Action
costs, tangible or intangible property damage, natural resource damages,
nuisance, pollution, any adverse effect on the environment caused by any
Hazardous Material, or for fines, penalties or restrictions, resulting from or
based upon (a) the existence, or the continuation of the existence, of a Release
(including sudden or non-sudden, accidental or non-accidental Releases), (b)
exposure to any Hazardous Material, (c) the presence, use, handling,
transportation, storage, treatment or disposal of any Hazardous Material or (d)
the violation or alleged violation of any Environmental Law or Environmental
Permit.

         "Environmental Law" shall mean any and all applicable present and
future treaties, laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by or with any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
Release or threatened Release of any Hazardous Material or to health and safety
matters, including the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 U.S.C. Sections 9601 et seq. (collectively
"CERCLA"), the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42
U.S.C. Sections 6901 et seq., the Federal Water Pollution Control Act, as
amended by the Clean Water Act of 1977, 33 U.S.C. Sections 1251 et seq., the
Clean Air Act of 1970, as amended 42 U.S.C. Sections 7401 et seq., the Toxic
Substances Control Act of 1976, 15 U.S.C. Sections 2601 et seq., the
Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. Sections 651
et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C. Sections 11001 et seq., the Safe Drinking Water Act of 1974, as amended,
42 U.S.C. Sections 300(f) et seq., the Hazardous Materials Transportation Act,
49 U.S.C. Sections 5101 et seq., and any similar or implementing state or local
law, and all amendments or regulations promulgated under any of the foregoing,
but not including any laws relating to product liability.

         "Environmental Permit" shall mean any permit, approval, authorization,
certificate, license, variance, filing or permission required by or from any
Governmental Authority pursuant to any Environmental Law.


                                      -8-
<PAGE>   15

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended from time to time.

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

         "ERISA Event" shall mean (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan, unless reporting thereof is waived under PBGC regulations; (b) the
adoption of any amendment to a Plan that would require the provision of security
pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (e) the incurrence of any liability under Title IV of ERISA
with respect to the termination of any Plan or the withdrawal or partial
withdrawal of the Company or any of its ERISA Affiliates from any Plan or
Multiemployer Plan; (f) the receipt by the Company or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to the intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g)
the receipt by the Company or any ERISA Affiliate of any notice concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA; (h) the occurrence of a "prohibited transaction" with respect
to which the Company or any of the Subsidiaries is a "disqualified person"
(within the meaning of Section 4975 of the Code) or with respect to which the
Company or any such Subsidiary could otherwise be liable; (i) any other events
or conditions with respect to one or more Plans or Multiemployer Plans that,
together with all other such events and conditions, could reasonably be expected
to result in liability of the Company in excess of $25,000,000; and (j) any
Foreign Benefit Event.

         "Euro" shall mean the money of the participating member states of the
European Union as defined in Article 2 of Regulation 947/98/CE of May 3, 1998 of
the Council of the European Union, as amended.

         "Eurocurrency Borrowing" shall mean a Borrowing comprised of
Eurocurrency Loans.

         "Eurocurrency Loan" shall mean any Revolving Loan or Alternative
Currency Swingline Loan bearing interest at a rate determined by reference to
the LIBO Rate in accordance with the provisions of Article II.

         "Event of Default" shall have the meaning assigned to such term in
Article VII.

         "Exchange Rate" shall mean, on any day, with respect to any currency
other than dollars (for purposes of determining the Dollar Equivalent) or any
Alternative Currency (for purposes of determining the Alternative Currency
Equivalent with respect to such Alternative Currency), the rate at which such
currency may be exchanged into dollars or the applicable Alternative Currency,
as the case may be, as set forth at approximately 11:00 a.m., New York City
time, on such date on the applicable Bloomberg Key Cross Currency Rates Page. In
the event that any such rate does not appear on any Bloomberg Key Cross Currency
Rates Page, the Exchange Rate shall be determined by reference to such other
publicly available service for displaying exchange rates selected by the
Administrative Agent for such purpose, or, at the


                                      -9-
<PAGE>   16

discretion of the Administrative Agent, such Exchange Rate shall instead be the
arithmetic average of the spot rates of exchange of the Administrative Agent in
the market where its foreign currency exchange operations in respect of such
currency are then being conducted, at or about 10:00 a.m., local time, on such
date for the purchase of dollars or the applicable Alternative Currency, as the
case may be, for delivery two Business Days later; provided that, if at the time
of any such determination, for any reason, no such spot rate is being quoted,
the Administrative Agent may use any other reasonable method it deems
appropriate to determine such rate, and such determination shall be presumed
correct absent manifest error.

         "Existing Credit Agreement" shall have the meaning assigned to such
term in the Recitals.

         "Fee Letter" shall mean the Fee Letter dated July 20, 2000, between the
Company and the Administrative Agent.

         "Fees" shall mean the Commitment Fees, the Administrative Agent Fees,
the L/C Participation Fees and the Issuing Bank Fees.

         "Financial Officer" of any person (which is not a natural person) shall
mean the chief financial officer, Vice President-Finance, principal accounting
officer, Treasurer or Controller of such person.

         "Foreign Base Rate Loans" shall mean any Alternative Currency Swingline
Loan the rate of interest applicable to which is based upon the rate of interest
per annum maintained by the Swingline Lender as the rate of interest (in the
absence of a eurocurrency rate) determined by it with the approval of a majority
in interest of the Lenders then participating in such Loan to be the average
rate charged to borrowers of similar quality as the Company for such Loans in
such Alternative Currency (such rate being referred to as the "Foreign Base
Rate"). Notwithstanding anything to the contrary contained herein, Alternative
Currency Swingline Loans may be made or maintained as Foreign Base Rate Loans
only to the extent specified in Sections 2.8 or 2.15. No other Loans may be
maintained or made as Foreign Base Rate Loans.

         "Foreign Benefit Event" shall mean, with respect to any Foreign Pension
Plan, (a) the existence of unfunded liabilities in excess of the amount
permitted under any applicable law, or in excess of the amount that would be
permitted absent a waiver from a Governmental Authority, (b) the failure to make
the required contributions or payments, under any applicable law, on or before
the due date for such contributions or payments, (c) the receipt of a notice by
a Governmental Authority relating to the intention to terminate any such Foreign
Pension Plan or to appoint a trustee or similar official to administer any such
Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension
Plan and (d) the incurrence of liability in excess of $25,000,000 (or the Dollar
Equivalent thereof in another currency) by the Company or any of the
Subsidiaries under applicable law on account of the complete or partial
termination of any Foreign Pension Plans or the complete or partial withdrawal
of any participating employer(s) therein, or (e) the occurrence of any
transaction that is prohibited under any applicable law and could reasonably be
expected to result in the incurrence of any liability by the Company or any of
the Subsidiaries, or the imposition on the Company or any of the Subsidiaries of
any fine, excise tax or penalty resulting from any noncompliance with any
applicable law, in the aggregate for all such cases in excess of $25,000,000 (or
the Dollar Equivalent thereof in another currency).

         "Foreign Entity" shall mean any Foreign Subsidiary or any other Person
not incorporated or organized under the laws of the United States of America,
any State thereof or the District of Columbia.


                                      -10-
<PAGE>   17

         "Foreign Pension Plan" shall mean any benefit plan which under
applicable law is required to be funded through a trust or other funding vehicle
other than a trust or funding vehicle maintained exclusively by a Governmental
Authority.

         "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

         "Foreign Subsidiary Reorganization" shall mean the reorganization more
fully described in Schedule 6.7.

         "Francs" and "Ffr" shall mean francs in lawful currency of the Republic
of France.

          "GAAP" shall mean generally accepted accounting principles in effect
in the United States applied on a consistent basis.

         "Governmental Authority" shall mean the government of the United States
of America, Germany, United Kingdom, France, Japan, Mexico or any other nation
or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         "Granting Lender" shall have the meaning given such term in Section
9.4(k).

         "Hazardous Materials" shall mean all explosive or radioactive
materials, substances or wastes, hazardous or toxic materials, substances or
wastes, pollutants, solid, liquid or gaseous wastes, including petroleum or
petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls ("PCBs") or PCB-containing materials or equipment,
radon gas, infectious or medical wastes and all other substances or wastes of
any nature regulated pursuant to any Environmental Law.

         "Hedge Termination Value" means, in respect of any one or more Hedging
Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Hedging Agreements, (a) for any date on or
after the date such Hedging Agreements have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a) the amount(s) determined
as the mark-to-market value(s) for such Hedging Agreements, as determined by the
Company based upon one or more mid-market or other readily available quotations
provided by any recognized dealer in such Hedging Agreements (which may include
any Lender).

         "Hedging Agreement" shall mean any Interest Rate Protection Agreement
or any foreign currency exchange agreement, commodity price protection
agreement, or other interest or currency exchange rate or commodity price
hedging arrangement not entered into for speculation.

         "Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or advances of any kind, (b) all
obligations of such person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such person upon which interest charges are
customarily paid, (d) all obligations of such person under conditional sale or
other title retention agreements relating to property or assets purchased by
such person, (e) all obligations of such person issued or assumed as the
deferred purchase price of property or services, (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such person, whether or not the obligations secured thereby have
been assumed, (g) all Contingent Obligations of such person with respect to


                                      -11-
<PAGE>   18

Indebtedness of others, (h) all Capital Lease Obligations of such person, (i)
all obligations of such person in respect of interest rate protection
agreements, foreign currency exchange agreements or other interest or exchange
rate hedging arrangements, (j) all obligations of such person as an account
party in respect of letters of credit and bankers' acceptances, and (k) all
obligations under the Synthetic Lease or any other similar "synthetic leases",
excluding, however, from each of clauses (a) through (k) inclusive, (1) all
Convertible Debt, (2) the Synthetic Lease for so long as the Company's
obligations thereunder are fully and unconditionally guaranteed by Rockwell, (3)
all accounts payable and accrued obligations incurred in the ordinary course of
business, due and payable within 90 days of the earlier of shipment and invoice
and accounted for as Consolidated Current Liabilities, or, if such obligations
are past due, to the extent the same are being disputed in good faith by
appropriate proceedings so long as adequate reserves are maintained therefor in
accordance with GAAP, and (4) obligations under leases, excluding in all cases
for the purposes of this clause (4), the Synthetic Lease and any other similar
"synthetic leases", which are, in accordance with GAAP, accounted for as
operating leases. The Indebtedness of any person shall include the Indebtedness
of any partnership in which such person is a general partner, solely to the
extent such Indebtedness is recourse to such person or all or a portion of such
person's assets either expressly, by operation of law or otherwise.

         "Indemnitee" shall have the meaning assigned to such term in Section
9.5(b).

         "Indemnity, Subrogation and Contribution Agreement" shall mean the
Indemnity, Subrogation and Contribution Agreement dated as of December 21, 1998
as amended and restated as of July 27, 2000 substantially in the form of Exhibit
D, among the Borrowers, the Subsidiary Guarantors and the Collateral Agent.

         "Information" shall have the meaning assigned to such term in Section
9.17.

         "Intangible Assets" shall mean assets that are considered to be
intangible assets under GAAP.

         "Interest Payment Date" shall mean, with respect to any Loan, the last
day of the Interest Period applicable to the Borrowing of which such Loan is a
part and, in the case of a Eurocurrency Borrowing with an Interest Period of
more than three months' duration, each day that would have been an Interest
Payment Date had successive Interest Periods of three months' duration been
applicable to such Borrowing, and, in addition, the date of any prepayment of
such Borrowing or conversion of such Borrowing to a Borrowing of a different
Type.

         "Interest Period" shall mean (a) as to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is 1, 2, 3 or 6 months thereafter (and, in the
case of an Alternative Currency Borrowing maturing or required to be repaid in
less than one month, the date thereafter requested by the Company and agreed to
by the Administrative Agent), as the relevant Borrower may elect, and (b) as to
any ABR Borrowing or any Borrowing comprised of Foreign Base Rate Loans, the
period commencing on the date of such Borrowing (or the date of the conversion
of any applicable Alternative Currency Swingline Loans into Foreign Base Rate
Loans pursuant to Section 2.8 or 2.15) and ending on the earliest of (i) the
next succeeding March 31, June 30, September 30 or December 31, (ii) the
Revolving Maturity Date, and (iii) the date such Borrowing is converted to a
Borrowing of a different Type in accordance with Section 2.10 or repaid or
prepaid in accordance with Section 2.11 or 2.12; provided, however, that if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period


                                      -12-
<PAGE>   19

shall end on the next preceding Business Day. Interest shall accrue from and
including the first day of an Interest Period to but excluding the last day of
such Interest Period.

         "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or
similar agreement or arrangement designed to protect the Company or any
Subsidiary against fluctuations in interest rates, and not entered into for
speculation.

         "Investment Policy" shall mean the Company's Investment Authority
policy as adopted by the Company on December 14, 1998, as amended from time to
time.

         "Investments" shall have the meaning assigned to such term in Section
6.4.

         "Issuing Bank" shall mean CSFB and any other Lender as designated by
the Company in writing to the Administrative Agent.

         "Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.5(c).

         "Judgment Currency" shall have the meaning assigned to such term in
Section 9.16.

         "L/C Commitment" shall have the meaning assigned to such term in
Section 2.23(b).

         "L/C Disbursement" shall mean payment or disbursement made by an
Issuing Bank pursuant to a Letter of Credit.

         "L/C Exposure" shall mean at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time, and (b) the
aggregate principal amount of all L/C Disbursements in respect of Letters of
Credit that have not yet been reimbursed at such time. The L/C Exposure of any
Lender at any time shall mean its Pro Rata Percentage of the total L/C Exposure
at such time.

         "L/C Participation Fee" shall have the meaning assigned to such term in
Section 2.5(c).

         "Lenders" shall mean (a) the financial institutions listed on Schedule
2.1 (other than any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Acceptance) and (b) any financial
institution that has become a party hereto pursuant to an Assignment and
Acceptance. Unless the context clearly indicates otherwise, the term "Lenders"
shall include the Swingline Lender.

         "Letter of Credit" shall mean any letter of credit issued pursuant to
Section 2.23.

         "LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing, the
rate per annum determined by the Administrative Agent at approximately 11:00
a.m. (London time) on the date which is two Business Days prior to or, with
respect to Eurocurrency Borrowings denominated in Pounds approximately 11:00
a.m. (London time) on the same day as, the beginning of the relevant Interest
Period (as specified in the applicable Borrowing Request) by reference to the
British Bankers' Association Interest Settlement Rates for deposits in dollars
or the relevant Alternative Currency, as applicable (as set forth by any service
selected by the Administrative Agent which has been nominated by the British
Bankers' Association as an authorized information vendor for the purpose of
displaying such rates), for a period equal to such Interest Period; provided
that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the "LIBO Rate" shall be the interest
rate per


                                      -13-
<PAGE>   20

annum determined by the Administrative Agent to be the average of the rates per
annum at which deposits in dollars or the relevant Alternative Currency, as
applicable, are offered for such relevant Interest Period to major banks in the
London interbank market in London, England by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date which is two Business Days
prior to or, with respect to Eurocurrency Borrowings denominated in Pounds, at
approximately 11:00 a.m. (London time) on the same day as, the beginning of such
Interest Period.

         "Lien" shall mean, (a) with respect to any asset (i) any mortgage, deed
of trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, and (ii) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (b) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

         "Loan Documents" shall mean this Agreement, the Subsidiary Guarantee
Agreements, the Company Guarantee Agreement, the Security Documents and the
Indemnity, Subrogation and Contribution Agreement.

         "Loan Parties" shall mean the Borrowers and the Subsidiary Guarantors.

         "Loans" shall mean the Revolving Loans and the Swingline Loans.

         "Margin Stock" shall have the meaning assigned to such term in
Regulation U.

         "Marks" and "DM" shall mean deutsche marks in lawful currency of
Germany.

         "Material Adverse Effect" shall mean (a) a materially adverse effect on
the business, assets, operations, prospects or condition, financial or
otherwise, of the Company and the Subsidiaries, taken as a whole, (b) material
impairment of the ability of the Loan Parties to perform their obligations under
the Loan Documents or (c) material impairment of the rights of or benefits
available to the Lenders under any Loan Document.

         "Moody's Rating" means the then current rating (if any) by Moody's
Investor Service ("Moody's") of the long-term unsecured indebtedness of the
Company (i.e., the actual or implied corporate rating for long-term unsecured
debt).

         "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

         "Net Cash Proceeds" shall mean with respect to any creation, incurrence
or assumption of Restricted Indebtedness, or the issuance or sale of capital
stock of the Company, the cash proceeds thereof, net of all taxes and customary
fees, commissions, costs and other expenses (including reasonable broker's fees
or commissions, legal fees, accounting fees, investment banking fees and other
professional fees, and underwriter's discounts and commissions) incurred in
connection therewith.

         "Net Worth" means, as of any date of determination, total consolidated
assets of the Company as of such date minus total consolidated liabilities of
the Company as of such date, determined in accordance with GAAP.

         "Obligations" shall mean all obligations defined as "Obligations" in
any of the Company Guarantee Agreement, the Subsidiary Guarantee Agreements and
the Security Documents.


                                      -14-
<PAGE>   21

         "Original Closing Date" shall mean December 21, 1998.

         "Other Taxes" shall have the meaning assigned to such term in Section
2.20(b).

         "Payment Location" shall mean an office, branch or other place of
business of the Company.

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

         "Permanent Capital Loan" shall mean any loan or advance to any
Significant Subsidiary from the Company or any other Subsidiary that:

         (a) is long-term debt used for the purpose of funding the acquisition
by such Significant Subsidiary of real property, buildings or manufacturing
equipment for any initial installation of equipment at new fabrication
facilities acquired or constructed after the Restatement Closing Date; or

         (b) has a stated maturity date of five or more years after the making
of such loan or advance; or

         (c) is used to acquire the equity securities of any other Person that
(x) becomes a Subsidiary and (y) at the time of the acquisition of such equity
securities has outstanding indebtedness with a stated maturity date of five or
more years after the date of such acquisition.

         "Permitted Investments" shall mean:

         (a) direct obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed by, the United States of America (or by
any agency thereof to the extent such obligations are backed by the full faith
and credit of the United States of America), in each case maturing within one
year from the date of acquisition thereof;

         (b) investments in commercial paper maturing within 270 days from the
date of acquisition thereof and having, at such date of acquisition, a credit
rating of A-1 or P-1 from a Rating Agency;

         (c) investments in certificates of deposit, banker's acceptances and
time deposits maturing within one year from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued
or offered by, (i) the Administrative Agent or any domestic office of any
commercial bank organized under the laws of the United States of America or any
State thereof or (ii) a commercial banking institution or other financial
institution organized and located in a country that is a member of the
Organization for Economic Cooperation and Development, in each case that has a
combined capital and surplus and undivided profits of not less than $250,000,000
(or the Dollar Equivalent thereof in another currency);

         (d) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (a) above entered into
with any bank meeting the qualifications specified in clause (c) above;

         (e) investments in money market funds which invest substantially all
their assets in securities of the types described in clauses (a) through (d)
above; and

         (f) investments selected by the Company in accordance with its
Investment Policy.


                                      -15-
<PAGE>   22

          "person" shall mean any natural person, corporation, business trust,
joint venture, association, company, limited liability company, partnership,
other business entity or government, or any agency or political subdivision
thereof.

         "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which the Company or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

         "Pledge Agreement" shall mean the Pledge Agreement dated as of December
21, 1998 as amended and restated as of July 27, 2000, substantially in the form
of Exhibit F, between the Company, the Subsidiaries party thereto and the
Collateral Agent for the benefit of the Secured Parties.

         "Pounds" and "Pound Sterling" shall mean pounds sterling in lawful
currency of the United Kingdom.

         "Prepayment Account" shall have the meaning assigned to such term in
Section 2.13(b).

         "Pro Forma Acquisition EBITDA" shall mean with respect to any entity or
business unit or assets constituting all or a portion of a business unit
acquired or to be acquired in an Investment permitted under Section 6.4 (such
entity, business unit and/or assets being collectively called "business"), the
amount of Consolidated EBITDA of such business (as if such business were a part
of the Company and the Subsidiaries) determined by the Company in its reasonable
discretion, based upon and derived from financial information for the period of
four fiscal quarters most recently ended on or prior to the date of the
financial statements most recently furnished to the Administrative Agent,
adjusted by the estimated amount of cost savings, nonrecurring revenues and
expenditures with respect to such business, as calculated by the Company in its
reasonable discretion. On each subsequent determination date occurring within
one year after the consummation of a business Investment permitted under Section
6.4, the Pro Forma Acquisition EBITDA of such business shall include the Pro
Forma Acquisition EBITDA only for those fiscal quarters in the trailing
four-quarter period occurring prior to the closing of such business Investment.

         "Pro Forma Leverage Ratio" shall have the meaning assigned thereto in
Section 6.4(b)(xiii)(B).

         "Pro Rata Percentage" of any Lender at any time shall mean the
percentage of the Total Revolving Commitment represented by such Lender's
Revolving Commitment.

         "Purchase Money Indebtedness" shall mean any Indebtedness of a person
to any seller or other person incurred to finance the acquisition (including in
the case of a Capital Lease Obligation, the lease) of any real or personal
tangible property or assets related to the business of the Company or the
Subsidiaries and which is incurred substantially concurrently with such
acquisition and is secured only by the assets so financed.

         "Rating Agencies" shall mean Moody's and S&P, collectively.

         "Receivables Factoring" shall mean any factoring assignment with or
without recourse of receivables originated by the Company or any Subsidiary;
provided that to the extent such factoring is with recourse to the Company or
any Subsidiary, the aggregate dollar equivalent amount of all such receivables
outstanding at any one time under such factoring shall not exceed $30,000,000;
provided, that recourse shall not include (i) customary indemnification
provisions unrelated to credit risk, (ii) any discount of the receivables, or
(iii) any chargeback right in favor of the factor that are not related to credit


                                      -16-
<PAGE>   23

risk, including chargeback rights for disputes with customers concerning the
goods or services related to any such receivables.

         "Refinancing Indebtedness" shall have the meaning assigned to such term
in clause (l) of the definition of Restricted Indebtedness.

         "Register" shall have the meaning given such term in Section 9.4(d).

         "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Related Business" shall mean any business in the design, manufacture
or sale of capital goods or parts or services, or otherwise reasonably related,
ancillary or complementary to the businesses of the Company and the Subsidiaries
as described in the Spin-off Form 10.

         "Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Material in,
into, onto or through the environment.

         "Remedial Action" shall mean (a) "remedial action" as such term is
defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions
required by any Governmental Authority or voluntarily undertaken to: (i) clean
up, remove, treat, abate or in any other way address any Hazardous Material in
the environment (ii) prevent the Release or threat of Release, or minimize the
further Release of any Hazardous Material so it does not migrate or endanger or
threaten to endanger public health, welfare or the environment; or (iii) perform
studies and investigations in connection with, or as a precondition to, (i) or
(ii) above.

         "Required Lenders" shall mean, at any time, Lenders having Loans
(excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused
Revolving Commitments representing over 50% of the sum of all Loans outstanding
(excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused
Revolving Commitments at such time. For purposes of determining the Required
Lenders on any date, any amounts denominated in an Alternative Currency shall be
translated into dollars at the Dollar Equivalent in effect on the most recent
Calculation Date.

         "Responsible Officer" of any corporation shall mean any executive
officer or Financial Officer of such corporation and any other officer or
similar official thereof responsible for the administration of the obligations
of such corporation in respect of this Agreement.

         "Restatement Closing Date" shall mean the date on which all the
conditions precedent set forth in Section 4.2 (other than the Borrower
Subsidiary Closing Conditions) have been satisfied or waived in writing by the
Lenders. Upon satisfaction of such conditions (other than the Borrower
Subsidiary Closing Conditions), the Administrative Agent shall notify the
parties that the Restatement Closing Date has occurred.

         "Restricted Indebtedness" means any Indebtedness of the Company or its
Subsidiaries that is incurred, created or assumed after the Restatement Closing
Date (including Indebtedness of a person that becomes a Subsidiary after the
Restatement Closing Date), except in each case for the following:


                                      -17-
<PAGE>   24

         (a) Indebtedness existing on the Restatement Closing Date and set forth
in Schedule 6.1;

         (b) Indebtedness created hereunder and under the other Loan Documents;

         (c) Indebtedness pursuant to Hedging Agreements;

         (d) Indebtedness of the Company or any Subsidiary Guarantor to any
other Subsidiary Guarantor, or of any Subsidiary Guarantor to the Company;

         (e) Indebtedness resulting from endorsement of negotiable instruments
for collection in the ordinary course of business;

         (f) Indebtedness arising under indemnity agreements to title insurers
to cause such title insurers to issue mortgagee title insurance policies;

         (g) Indebtedness arising with respect to customary indemnification and
purchase price adjustment obligations incurred in connection with sales or other
dispositions of assets permitted hereunder; provided, however, to the extent
such obligations are not or cease to be contingent, they shall be deemed to be
Restricted Indebtedness;

         (h) Indebtedness incurred in the ordinary course of business with
respect to surety and appeal bonds, performance, insurance and return-of-money
bonds and other similar obligations;

         (i) Indebtedness consisting of (i) Purchase Money Indebtedness or (ii)
Capital Lease Obligations incurred in the ordinary course of business after the
Restatement Closing Date in respect of property acquired after the Restatement
Closing Date; provided that the aggregate principal amount of any such
Indebtedness pursuant to this paragraph (i) shall not exceed $100,000,000;

         (j) Indebtedness under the Receivables Factoring;

         (k) Indebtedness referred to in Section 6.4(b)(x); and

         (l) Indebtedness incurred to extend, renew or refinance Indebtedness
described in paragraph (a) or (k) above ("Refinancing Indebtedness") so long as
such Refinancing Indebtedness is in an aggregate principal amount not greater
than the aggregate principal amount of the Indebtedness being extended, renewed
or refinanced, plus the amount of any interest or premiums required to be paid
thereon plus fees and expenses associated therewith.

In the case of any person that becomes a Subsidiary after the Restatement
Closing Date, the Company shall be deemed to have (x) incurred all Restricted
Indebtedness of such person outstanding on the date such person becomes a
Subsidiary and (y) received Net Cash Proceeds in respect of such Restricted
Indebtedness in an amount equal to all Restricted Indebtedness of such person
outstanding on the date such person becomes a Subsidiary, in each case as of the
date such person becomes a Subsidiary and after giving effect to any prepayment
or repayment of Indebtedness made contemporaneously with such person becoming a
Subsidiary.

         "Revolving Borrowing" shall mean a Borrowing comprised of Revolving
Loans.


                                      -18-
<PAGE>   25

         "Revolving Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans hereunder and the commitment
of such Lender to acquire participations in L/C Disbursements and Swingline
Loans hereunder as set forth on Schedule 2.1, or in the Assignment and
Acceptance pursuant to which such Lender assumed its Revolving Commitment, as
applicable, as the same may be (a) reduced from time to time pursuant to Section
2.9 and (b) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.4.

         "Revolving Exposure" shall mean, with respect to any Lender at any
time, the sum of (a) the aggregate principal amount of all outstanding Revolving
Loans of such Lender at such time and (b) the amount of such Lender's L/C
Exposure and Swingline Exposure at such time.

         "Revolving Loans" shall mean the revolving loans made by the Lenders to
the Borrowers pursuant to Section 2.1.

         "Revolving Maturity Date" shall mean July 26, 2003.

         "Rockwell" means Rockwell International Corporation, a Delaware
corporation.

         "S&P Rating" shall mean the then current rating (if any) by Standard &
Poor's Rating Services Group, a division of The McGraw Hill Companies, Inc.
("S&P") of the long term unsecured indebtedness of the Company (i.e., the actual
or implied corporate rating for long-term unsecured debt).

         "Sale and Leaseback" shall have the meaning assigned to such term in
Section 6.3.

         "SEC" shall have the meaning assigned to such term in Section 5.4(b).

         "Secured Parties" shall mean (a) the Lenders, (b) the Administrative
Agent, (c) the Collateral Agent, (d) the Issuing Banks, (e) each counterparty to
an Interest Rate Protection Agreement entered into with any Borrower if such
counterparty was a Lender at the time the Hedging Agreement was entered into,
(f) the beneficiaries of each indemnification obligation undertaken by any Loan
Party under any Loan Document, and (g) the successors and assigns of each of the
foregoing.

         "Security Documents" shall mean the Pledge Agreement and each of the
other instruments and documents executed and delivered pursuant to Section 5.10.

         "Significant Subsidiary" shall mean a Subsidiary which meets any of the
following conditions:

         (i)      the product of (x) the Company Share in respect of such
                  Subsidiary multiplied by (y) the total assets (after
                  intercompany eliminations) of such Subsidiary (and its
                  Subsidiaries) exceeds 5 percent of the total assets of the
                  Company and its Subsidiaries consolidated as of the end of the
                  most recently completed fiscal year, determined in accordance
                  with GAAP, and computed, in the case of any Person that was
                  not a Subsidiary as of the end of the most recently completed
                  fiscal year, as if such Person (and its Subsidiaries) had been
                  a Subsidiary (or Subsidiaries) as of the end of such fiscal
                  year for purposes of determining both the total assets of such
                  Person (and its Subsidiaries) and the total assets of the
                  Company and its Subsidiaries on a consolidated basis; or

         (ii)     the product of (x) the Company Share in respect of such
                  Subsidiary multiplied by (y) the net sales of such Subsidiary
                  (and its Subsidiaries) exceeds 5% of total net sales of the
                  Company and its Subsidiaries on a consolidated basis for the
                  most


                                      -19-
<PAGE>   26

                  recently completed fiscal year, determined in accordance with
                  GAAP, and computed in the case of any Person that was not a
                  Subsidiary as of the end of the most recently completed fiscal
                  year, as if such Person (and its Subsidiaries) had been a
                  Subsidiary (or Subsidiaries) at all times during such fiscal
                  year for purposes of determining both the net sales of such
                  Person (and its Subsidiaries) and the net sales of the Company
                  and its Subsidiaries on a consolidated basis.

         "SPC" shall have the meaning given such term in Section 9.4(k).

         "Spin-off" shall mean the dividending of the common stock of the
Company to the shareholders of Rockwell in a tax free distribution, as described
in the Spin-off Form 10.

         "Spin-off Agreements" shall mean collectively the Distribution
Agreement, the Employee Matters Agreement, the Tax Allocation Agreement and the
Transition Agreement, each as defined in the Spin-off Form 10.

         "Spin-off Form 10" shall mean the Company's Registration Statement on
Form 10 (including exhibits), filed with the Securities and Exchange Commission
(File No. 000-24923) in connection with the Spin-off, as amended, modified or
supplemented on or prior to the date the same was furnished to the Lenders as
described in Section 3.21.

          "Statutory Reserves" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
margin, special, emergency or supplemental reserves) expressed as a decimal
established by any Governmental Authority to which banks are subject for any
category of deposits or liabilities customarily used to fund loans or by
reference to which interest rates applicable to Loans are determined. Such
reserve, liquid asset or similar percentages shall include those imposed
pursuant to Regulation D of the Board (and for purposes of Regulation D,
Eurocurrency Loans denominated in dollars shall be deemed to constitute
Eurocurrency Liabilities). Loans shall be deemed to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under Regulation D or any
other applicable law, rule or regulation. Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

         "subsidiary" shall mean, with respect to any person (herein referred to
as the "parent") any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any determination
is being made, owned, controlled or held, or (b) that is, at the time any
determination is made, otherwise Controlled by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.

         "Subsidiary" shall mean any subsidiary of the Company.

         "Subsidiary Commitment" shall have the meaning assigned such term in
Section 2.1(ii).

         "Subsidiary Guarantee Agreements" shall mean, collectively, the
Subsidiary Guarantee Agreements dated as of December 21, 1998 as amended and
restated as of July 27, 2000, substantially in the form of Exhibit H-2, made by
the Subsidiary Guarantors in favor of the Collateral Agent for the benefit of
the Secured Parties.


                                      -20-
<PAGE>   27

         "Subsidiary Guarantors" shall mean each person listed on Schedule
1.1(b) and each other person that either (x) is required by Section 5.10 to
become a party to or (y) otherwise becomes party to a Subsidiary Guarantee
Agreement as a Guarantor, and the permitted successors and assigns of each such
person.

         "Surety Instrument" shall mean all letters of credit (including standby
and commercial), banker's acceptances, bank guaranties, shipside bonds, surety
bonds and similar instruments.

         "Swingline Borrowing" shall mean a Borrowing comprised of Swingline
Loans.

         "Swingline Commitments" shall have the meaning assigned such term in
Section 2.22(a)(ii).

          "Swingline Dollar Commitment" shall have the meaning assigned such
term in Section 2.22(a)(i).

         "Swingline Dollar Loan" means each Swingline Loan which is denominated
in dollars.

         "Swingline Dollar Borrowing" means a Borrowing comprised of Swingline
Dollar Loans.

         "Swingline Exposure" shall mean at any time the sum of (a) the
aggregate principal amount at such time of all outstanding Swingline Dollar
Loans at such time plus (b) the Dollar Equivalent of the aggregate principal
amount of all outstanding Alternative Currency Swingline Loans at such time. The
Swingline Exposure of any Lender at any time shall equal its Pro Rata Percentage
of the aggregate Swingline Exposure at such time.

         "Swingline Lender" shall mean CSFB.

         "Swingline Loan" shall mean any loan made by the Swingline Lender
pursuant to the Swingline Commitments.

         "Synthetic Lease" shall mean the Lease between Deutsche Bank AG, New
York Branch, as Agent Lessor for the Lessors, and the Company, as Lessee, dated
as of August 18, 1998, and the other Operative Agreements referred to therein,
in each case as amended, modified, supplemented or restated from time to time
with the written consent of the Required Lenders to the extent adverse to the
Lenders.

          "Total Debt" shall mean, as of any date of determination, without
duplication, (i) the aggregate principal amount of all short term debt and all
long term debt (except Convertible Debt) as reflected on the most recent
consolidated balance sheet of the Company delivered to the Administrative Agent,
(ii) all Capital Lease Obligations and (iii) the amount of Indebtedness
described in clause (k) of the definition of Indebtedness (as modified by the
exclusions thereto) of the Company and the Subsidiaries outstanding as of such
date, determined on a consolidated basis.

         "Total Debt to Capitalization Ratio" shall mean, as of any date of
determination, the ratio of (x) Total Debt as of such date to (y) the sum of (i)
Total Debt plus (ii) Net Worth as of such date as reflected on the most recent
balance sheet of the Company delivered to the Administrative Agent.

         "Total Revolving Commitment" shall mean, at any time, the aggregate
amount of the Revolving Commitments, as in effect at such time.

         "Transactions" shall have the meaning assigned to such term in Section
3.2.


                                      -21-
<PAGE>   28

         "Type", when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined and the currency in which such Loan or the Loans
comprising such Borrowing is denominated. For purposes hereof, the term "Rate"
shall include the LIBO Rate, the Alternate Base Rate and the rate with respect
to any Foreign Base Rate Loan, and "currency" shall include dollars and any
Alternative Currency permitted hereunder.

         "wholly-owned Subsidiary" of any person shall mean a subsidiary of such
person of which securities (except for directors' qualifying shares) or other
ownership interests representing 100% of the equity or 100% of the ordinary
voting power or 100% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held by such person or one or
more wholly-owned subsidiaries of such person or by such person and one or more
wholly-owned subsidiaries of such person.

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

         "Yen" and "Yen" shall mean yen in lawful currency of Japan.

         SECTION 1.2. Terms Generally. The definitions in Section 1.1 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided, however, that if the Company notifies the Administrative
Agent that the Company wishes to amend any covenant in Article VI or any related
definition after the date of this Agreement to eliminate the effect of any
change in GAAP on the operation or calculation of such covenant (or if the
Administrative Agent notifies the Company that the Required Lenders wish to
amend Article VI or any related definition for such purpose), then the Company's
compliance with such covenant shall be determined on the basis of GAAP in effect
immediately before the relevant change in GAAP became effective, until either
such notice is withdrawn or such covenant or definition is amended in a manner
satisfactory to the Company and the Required Lenders.

         SECTION 1.3. Exchange Rates. On each Calculation Date, the
Administrative Agent shall determine the Exchange Rate as of such Calculation
Date to be used for calculating relevant Dollar Equivalent and Alternative
Currency Equivalent amounts. The Exchange Rates so determined shall become
effective on such Calculation Date, shall remain effective until the next
succeeding Calculation Date and shall for all purposes of this Agreement (other
than any provision expressly requiring the use of a current Exchange Rate) be
the Exchange Rates employed in converting any amounts between the applicable
currencies.


                                      -22-
<PAGE>   29

                                   ARTICLE II

                                   The Credits

         SECTION 2.1. Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make Revolving Loans to any or all of the
Borrowers, at any time and from time to time on or after the Restatement Closing
Date, and until the earlier of the Revolving Maturity Date and the termination
of the Revolving Commitment of such Lender in accordance with the terms hereof,
in dollars; provided, however, that (i) no Lender shall be required to make any
Revolving Loan if, after giving effect thereto (and after giving effect to any
concurrent repayment of Loans with the proceeds thereof), such Lender's
Revolving Exposure exceeds such Lender's Revolving Commitment, and (ii) the
Revolving Exposure of all Lenders to all Borrower Subsidiaries shall not exceed
$25,000,000 at any time (the "Subsidiary Commitment"). Within the limits set
forth in the preceding sentence and subject to the terms, conditions and
limitations set forth herein, the Borrowers may borrow, pay or prepay and
reborrow Loans.

         SECTION 2.2. Loans.

         (a) Each Loan (other than Swingline Loans) shall be made as part of a
Borrowing consisting of Loans made by the Lenders ratably in accordance with
their applicable Revolving Commitments; provided, however, that the failure of
any Lender to make any Loan shall not in itself relieve any other Lender of its
obligation to lend hereunder (it being understood, however, that no Lender shall
be responsible for the failure of any other Lender to make any Loan required to
be made by such other Lender). Except for Loans deemed made pursuant to Section
2.2(f) and except for Swingline Loans, the Loans comprising any Borrowing shall
be in an aggregate principal amount that is (i) an integral multiple of
$1,000,000 and not less than $5,000,000 or (ii) equal to the remaining available
balance of the applicable Commitments.

         (b) Subject to Sections 2.8 and 2.15, (i) each Dollar Borrowing (other
than a Swingline Dollar Borrowing) shall be comprised entirely of ABR Loans or
Eurocurrency Loans as any Borrower (or the Company on behalf of any Borrower)
may request pursuant to Section 2.3, (ii) each Swingline Dollar Borrowing shall
be comprised entirely of ABR Loans and (iii) each Alternative Currency Borrowing
shall be comprised entirely of Eurocurrency Loans. Each Lender may at its option
make any Eurocurrency Loan by causing any domestic or foreign branch of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the applicable Borrower to repay such Loan in
accordance with the terms of this Agreement. Borrowings of more than one Type
may be outstanding at the same time; provided, however, that no Borrower shall
be entitled to request any Borrowing that, if made, would result in more than 15
Eurocurrency Borrowings outstanding hereunder at any time for all Borrowers. For
purposes of the foregoing, Borrowings having different Interest Periods or
denominated in different currencies, regardless of whether they commence on the
same date, shall be considered separate Borrowings.

         (c) Except with respect to Loans made pursuant to Section 2.2(f), each
Lender shall make each Dollar Loan to be made by it hereunder on the proposed
date thereof by wire transfer of immediately available funds to such account in
New York City as the Administrative Agent may designate, not later than 12:00
p.m., New York City time, and the Administrative Agent shall, promptly upon
receipt thereof, credit the amounts so received to an account as designated by
the applicable Borrower (or the Company on behalf of the applicable Borrower),
in the applicable Borrowing Request or, if a Borrowing shall not


                                      -23-
<PAGE>   30

occur on such date because any condition precedent herein specified shall not
have been met, return the amounts so received to the respective Lenders. The
Swingline Lender shall make each Alternative Currency Swingline Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately
available funds to such account in the jurisdiction of the applicable
Alternative Currency as the Administrative Agent may designate for such
purposes, not later than 11:00 a.m., local time of such jurisdiction, and the
Administrative Agent shall, promptly upon receipt thereof, credit the amounts so
received to an account as designated by the applicable Borrower (or the Company
on behalf of the applicable Borrower) in the applicable Borrowing Request or, if
a Borrowing shall not occur on such date because any condition precedent herein
specified shall not have been met, return the amounts so received to the
respective Lenders.

         (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption make available to the applicable Borrower on such
date a corresponding amount. If the Administrative Agent shall have so made
funds available then, to the extent that such Lender shall not have made such
portion available to the Administrative Agent, such Lender and the applicable
Borrower severally agree to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the applicable Borrower until the
date such amount is repaid to the Administrative Agent at (i) in the case of the
applicable Borrower, the interest rate applicable at the time to the Loans
comprising such Borrowing and (ii) in the case of such Lender, a rate determined
by the Administrative Agent to represent its cost of overnight or short-term
funds in the applicable currency (which determination shall be conclusive absent
manifest error). If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount shall constitute such Lender's Loan as part of
such Borrowing for purposes of this Agreement.

         (e) Notwithstanding any other provision of this Agreement, no Borrower
shall be entitled to request any Interest Period with respect to any
Eurocurrency Borrowing that would end after the Revolving Maturity Date.

         (f) If any Issuing Bank shall not have received from the Company the
payment required to be made by it pursuant to Section 2.23(e) within the time
specified in such Section, such Issuing Bank will promptly notify the
Administrative Agent of the L/C Disbursement and the Administrative Agent will
promptly notify each Lender of such L/C Disbursement and its Pro Rata Percentage
thereof. Each Lender shall pay by wire transfer of immediately available funds
to the Administrative Agent not later than 2:00 p.m., New York City time, on
such date (or, if such Lender shall have received such notice later than 12:00
(noon), New York City time, on any day, not later than 10:00 a.m., New York City
time, on the immediately following Business Day), an amount equal to such
Lender's Pro Rata Percentage of such L/C Disbursement (it being understood that
such amount shall be deemed to constitute an ABR Loan of such Lender and such
payment shall be deemed to have reduced the L/C Exposure), and the
Administrative Agent will promptly pay to the applicable Issuing Bank amounts so
received by it from the Lenders. The Administrative Agent will promptly pay to
the applicable Issuing Bank any amounts received by it from the Company pursuant
to Section 2.23(e) prior to the time that any Lender makes any payment pursuant
to this paragraph (f); any such amounts received by the Administrative Agent
thereafter will be promptly remitted by the Administrative Agent to the Lenders
that shall have made such payments and to the applicable Issuing Bank, as their
interests may appear. If any Lender shall not have made its Pro Rata Percentage
of such L/C Disbursement available to the Administrative Agent as provided
above, such Lender and the Company severally agree to pay interest on such
amount, for each day from and


                                      -24-
<PAGE>   31

including the date such amount is required to be paid in accordance with this
paragraph to but excluding the date such amount is paid, to the Administrative
Agent for the account of the applicable Issuing Bank at (i) in the case of the
Company, a rate per annum equal to the interest rate applicable to ABR Loans
pursuant to Section 2.6(a), and (ii) in the case of such Lender, for the first
such day, a rate determined by the Administrative Agent to represent its cost of
overnight funds, and for each day thereafter, the Alternate Base Rate.

         SECTION 2.3. Borrowing Procedure. In order to request a Borrowing
(other than a Swingline Dollar Borrowing or a deemed Borrowing pursuant to
Section 2.2(f), as to which this Section 2.3 shall not apply), the applicable
Borrower (or the Company on behalf of such Borrower) shall hand deliver or
telecopy to the Administrative Agent a duly completed Borrowing Request (or
telephone the Administrative Agent, promptly confirmed with a written and duly
completed Borrowing Request) (a) in the case of a Eurocurrency Borrowing, not
later than 12:00 (noon), New York City time, three Business Days before a
proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 1:00
p.m., New York City time, one Business Day before a proposed Borrowing. Each
Borrowing Request (including a telephonic Borrowing Request) shall be
irrevocable, shall be signed by or on behalf of the applicable Borrower (or by
the Company on behalf of such Borrower) and shall specify the following
information: (i) whether such Borrowing is to be a Dollar Borrowing or an
Alternative Currency Borrowing (and the relevant currency and amount thereof);
(ii) if such Borrowing is to be denominated in dollars, whether it is to be a
Eurocurrency Borrowing or an ABR Borrowing; (iii) the date of such Borrowing
(which shall be a Business Day); (iv) the number and location of the account to
which funds are to be disbursed; (v) the amount of such Borrowing (which shall
be specified in dollars if a Dollar Borrowing, and in the relevant Alternative
Currency, if an Alternative Currency Borrowing); (vi) subject to the limitations
of Section 2.1 and Section 2.22, the currency of such Borrowing; (vii) if such
Borrowing is to be a Eurocurrency Borrowing, the initial Interest Period with
respect thereto; and (viii) whether such Borrowing is a Swingline Borrowing or a
Revolving Borrowing; provided, however, that, notwithstanding any contrary
specification in any Borrowing Request, each requested Borrowing shall comply
with the requirements set forth in Section 2.2 and, as applicable, Section 2.22.
If no election as to the currency of Borrowing is specified in any such notice,
then the requested Borrowing shall be denominated in dollars. If no election as
to the Type of Borrowing is specified in any such notice, then the requested
Borrowing shall be an ABR Borrowing if denominated in dollars or a Eurocurrency
Borrowing if denominated in an Alternative Currency. If no indication is given
whether such Borrowing is for a Swingline Borrowing or a Revolving Borrowing,
such request shall be deemed to be for a Revolving Borrowing. If no Interest
Period with respect to any Eurocurrency Borrowing is specified in any such
notice, then the applicable Borrower shall be deemed to have selected an
Interest Period of one month's duration. The Administrative Agent shall promptly
advise the applicable Lenders of any notice given pursuant to this Section 2.3
(and the contents thereof), of each Lender's portion of the requested Borrowing
and the account to which Loans made in connection with the requested Borrowing
are to be wired. Each Borrower (other than the Company) hereby irrevocably
authorizes the Company to sign all Borrowing Requests on behalf of such Borrower
Subsidiary. The Company shall provide concurrent notice to the Swingline Lender
(if the Swingline Lender is different than the Administrative Agent) of any
requests made in accordance with this Section 2.3 to the Administrative Agent in
respect of Swingline Loans.

         SECTION 2.4. Evidence of Debt; Repayment of Loans.

         (a) Each Borrower hereby unconditionally promises that on the Revolving
Maturity Date it will pay to the Administrative Agent for the account of each
Lender entitled thereto the unpaid principal amount of each Loan then
outstanding to such Borrower. The Company hereby unconditionally promises that
on the Revolving Maturity Date it will pay to the Administrative Agent for the
account of the


                                      -25-
<PAGE>   32

Swingline Lender or each other Lender entitled thereto, the unpaid principal
amount of each Swingline Loan.

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

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

         (d) The entries made in the accounts maintained pursuant to paragraphs
(b) and (c) above shall be prima facie evidence of the existence and amounts of
the obligations therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of the Borrowers to repay
the Loans in accordance with their terms.

         (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, each Borrower shall execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested
by such Lender, to such Lender and its registered assigns) and in a form and
substance reasonably acceptable to the Administrative Agent, such Lender and the
Borrowers. Notwithstanding any other provision of this Agreement, in the event
any Lender shall request and receive a promissory note payable to such Lender
and its registered assigns, the interests represented by such note shall at all
times (including after any assignment of all or part of such interests pursuant
to Section 9.4) be represented by one or more promissory notes payable to the
payee named therein or its registered assigns.

         SECTION 2.5. Fees.

         (a) The Borrowers jointly and severally agree to pay in arrears to each
Lender in dollars, through the Administrative Agent, commencing on September 30,
2000 and thereafter on the last day of March, June, September and December in
each year and on each date on which any Revolving Commitment of such Lender
shall expire or be terminated as provided herein, a commitment fee (a
"Commitment Fee") equal to the Applicable Percentage per annum in effect from
time to time of the average daily unused amount of the Revolving Commitment of
such Lender (determined without regard to Swingline Exposure attributable to
Swingline Dollar Loans) during the preceding quarter (or other period commencing
with the Restatement Closing Date or ending with the Revolving Maturity Date, or
the date on which the Revolving Commitments of such Lender shall expire or be
terminated). All Commitment Fees shall be computed on the basis of the actual
number of days elapsed in a year of 360 days and shall be determined without
regard to the occurrence of a Default or Event of Default. The Commitment Fee
due to each Lender shall commence to accrue on the Restatement Closing Date and
shall cease to accrue on the date on which the Revolving Commitment of such
Lender shall expire or be terminated as provided herein.

         (b) The Borrowers jointly and severally agree to pay to the
Administrative Agent in dollars, for its own account, the administrative fees
set forth in the Fee Letter at the times and in the amounts specified therein
(the "Administrative Agent Fees").


                                      -26-
<PAGE>   33

         (c) The Company agrees to pay (i) to each Lender, through the
Administrative Agent on the last day of March, June, September and December of
each year and on the date on which the Revolving Commitment of such Lender shall
be terminated as provided herein, a fee (an "L/C Participation Fee") calculated
on such Lender's Pro Rata Percentage of the average daily aggregate L/C Exposure
(excluding the portion thereof attributable to unreimbursed L/C Disbursements)
during the preceding quarter (or shorter period commencing with the Restatement
Closing Date or ending with the Revolving Maturity Date or the date on which all
Letters of Credit have been canceled or have expired and the Revolving
Commitments of all Lenders shall have been terminated) at a rate equal to the
Applicable Percentage from time to time used to determine the interest rate on
Revolving Borrowings comprised of Eurocurrency Loans pursuant to Section 2.6,
and (ii) to each Issuing Bank with respect to each Letter of Credit issued by it
on the last day of March, June, September and December in each year and on each
date on which any Revolving Commitment shall expire or be terminated as set
forth herein a fronting fee equal to 0.25% per annum on the amount of Letters of
Credit outstanding during the preceding quarter or portion thereof (or other
period commencing on the Restatement Closing Date or ending with the Revolving
Maturity Date or the date on which the Revolving Commitments shall expire or be
terminated) (the "Issuing Bank Fees"). All L/C Participation Fees and Issuing
Bank Fees shall be computed on the basis of the actual number of days elapsed in
a year of 360 days and shall be payable in dollars.

         (d) On the Restatement Closing Date, the Company shall pay to CSFB as
arranger ("Arranger") an arrangement fee in the amount set forth in the Fee
Letter. Such arrangement fee is for the services of Arranger in arranging the
credit facilities under this Agreement, is fully earned on the date paid, is
solely for the account of the Arranger, and is nonrefundable.

         (e) On the Restatement Closing Date, the Company shall pay to the
Administrative Agent, for the account of each Lender, the upfront fee provided
for in the Fee Letter. Such upfront fee is for the credit facilities committed
by such Lender under this Agreement, is fully earned on the date paid, is solely
for the account of such Lender, and is nonrefundable.

         (f) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Issuing Bank Fees shall be paid directly to
the applicable Issuing Bank. Once paid, none of the Fees shall be refundable
under any circumstances.

         SECTION 2.6. Interest on Loans.

         (a) Subject to the provisions of Section 2.7, the Loans comprising each
ABR Borrowing, including each Swingline Dollar Loan, shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, when the Alternate Base Rate is determined by
reference to the Prime Rate and over a year of 360 days at all other times) at a
rate per annum equal to the sum of (i) the Alternate Base Rate and (ii) the
Applicable Percentage for ABR Loans in effect from time to time.

         (b) Subject to the provisions of Section 2.7, each Foreign Base Rate
Loan shall bear interest (computed on the basis of the actual number of days
elapsed over a year of 360 days or, in the case of Foreign Base Rate Loans
denominated in Pounds, 365 days) at a rate per annum equal to the sum of (i) the
rate set forth in the definition of the term "Foreign Base Rate Loans" and (ii)
the Applicable Percentage for ABR Loans in effect from time to time.

         (c) Subject to the provisions of Section 2.7, the Loans (including each
Alternative Currency Swingline Loan) comprising each Eurocurrency Borrowing
shall bear interest (computed on the basis of


                                      -27-
<PAGE>   34

the actual number of days elapsed over a year of 360 days or, in the case of
Eurocurrency Loans denominated in Pounds, 365 days) at a rate per annum equal to
the sum of (i) the LIBO Rate for the Interest Period in effect for such
Borrowing and (ii) the Applicable Percentage for such Loans in effect from time
to time.

         (d) Interest on each Loan shall be payable (i) on the Interest Payment
Dates applicable to such Loan except as otherwise provided in this Agreement and
(ii) in the currency in which such Loan is denominated. The applicable Alternate
Base Rate or LIBO Rate for each Interest Period or day within an Interest
Period, as the case may be, shall be determined by the Administrative Agent, and
such determination shall be conclusive absent manifest error.

         SECTION 2.7. Default Interest. If any Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, by acceleration or otherwise, or under any other Loan Document,
each Borrower shall on demand from time to time pay interest, to the extent
permitted by law, on such defaulted amount to but excluding the date of actual
payment (after as well as before judgment) (a) in the case of the Loans then
outstanding to such Borrower, the rate that would otherwise be applicable
thereto pursuant to Section 2.6 plus 2%, (b) in the case of reimbursement
obligations with respect to L/C Disbursements, the rate applicable to ABR Loans
plus 2% and (c) in the case of any interest payable on any Loan or reimbursement
obligation with respect to any L/C Disbursement or any Commitment Fee or other
amount payable hereunder, at a rate per annum equal to the rate applicable to
ABR Loans (or, in the case of interest, fees or amounts owing on account of
obligations denominated in Alternative Currencies, Foreign Base Rate Loans),
plus 2%.

         SECTION 2.8. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurocurrency Borrowing the Administrative Agent shall have
determined that (a) deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the relevant market, or (b) the
rates at which such deposits are being offered will not adequately and fairly
reflect the cost to any Lender of making or maintaining its Eurocurrency Loan
during such Interest Period, or (c) reasonable means do not exist for
ascertaining the LIBO Rate, the Administrative Agent shall, as soon as
practicable thereafter, give written or telecopy notice explaining such
determination to the Company and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Company and
the Lenders that the circumstances giving rise to such notice no longer exist,
any request by any Borrower for a Eurocurrency Borrowing denominated in dollars
pursuant to Section 2.3 or 2.10 shall be deemed to be a request for an ABR
Borrowing and any request by such Borrower for a Eurocurrency Borrowing
denominated in any Alternative Currency pursuant to Section 2.22 shall be deemed
to be a request for a Foreign Base Rate Loan. Each determination by the
Administrative Agent hereunder shall be conclusive absent manifest error.

         SECTION 2.9. Termination and Reduction of Commitments.

         (a) The Revolving Commitments, the Swingline Commitments and the L/C
Commitment shall automatically terminate on the Revolving Maturity Date.

         (b) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Administrative Agent, the Company may at any time in
whole permanently terminate, or from time to time in part permanently reduce,
the Revolving Commitments; provided, however, that (i) each partial reduction of
either of the Revolving Commitments shall be in an integral multiple of
$1,000,000 and in a minimum amount of $5,000,000 and (ii) the Revolving
Commitments shall not be reduced to an amount that is less than the aggregate of
the Revolving Exposure of all Lenders.


                                      -28-
<PAGE>   35

         (c) Each reduction in the Revolving Commitments hereunder shall be made
ratably among the Lenders in accordance with their respective applicable
Commitments. The Borrowers jointly and severally agree to pay to the
Administrative Agent for the account of the applicable Lenders, on the date of
each termination or reduction, the Commitment Fees on the amount of any
Revolving Commitments so terminated or reduced accrued to but excluding the date
of such termination or reduction.

         (d) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Administrative Agent, the Company may at any time reduce
the Alternative Currency Commitment, the Subsidiary Commitment, the Swingline
Dollar Commitment and/or the L/C Commitment; provided, however, that each
partial reduction of any thereof shall be in an integral multiple of $1,000,000
and in a minimum amount of $5,000,000 and neither the Alternative Currency
Commitment nor the Swingline Dollar Commitment nor the L/C Commitment nor the
Subsidiary Commitment shall be reduced to an amount that is then less than the
Alternative Currency Credit Exposure, the Swingline Exposure (to the extent
relating to Swingline Dollar Loans), the L/C Exposure, or the Revolving Exposure
to Borrower Subsidiaries, as the case may be, of all Lenders or the Swingline
Lender in the case of Swingline Exposure.

         SECTION 2.10. Conversion and Continuation of Borrowings. The applicable
Borrower (or the Company on behalf of such Borrower) shall have the right at any
time upon prior irrevocable notice to the Administrative Agent (a) not later
than 1:00 p.m., New York City time, one Business Day prior to conversion, to
convert any Eurocurrency Borrowing denominated in dollars into an ABR Borrowing,
(b) not later than 12:00 (noon), New York City time, three Business Days prior
to conversion or continuation, to convert any ABR Borrowing (other than
Borrowings consisting of Swingline Loans) into a Eurocurrency Borrowing
denominated in dollars or to continue any Eurocurrency Borrowing as a
Eurocurrency Borrowing in the same currency for an additional Interest Period,
and (c) not later than 12:00 (noon), New York City time, three Business Days
prior to conversion, to convert the Interest Period with respect to any
Eurocurrency Borrowing to another permissible Interest Period, subject in each
case to the following:

                  (i) each conversion or continuation shall be made pro rata
         among the applicable Lenders in accordance with the respective
         principal amounts of the Loans comprising the converted or continued
         Borrowing;

                  (ii) if less than all the outstanding principal amount of any
         Borrowing shall be converted or continued, then each resulting
         Borrowing shall satisfy the limitation specified in Sections 2.2(a) and
         2.2(b) regarding the principal amount and maximum number of Borrowings
         of the relevant Type;

                  (iii) each conversion shall be effected by each Lender and the
         Administrative Agent by recording for the account of such Lender the
         new Loan of such Lender resulting from such conversion and reducing the
         Loan (or portion thereof) of such Lender being converted by an
         equivalent principal amount; accrued interest on any Eurocurrency Loan
         (or portion thereof) being converted shall be paid by the applicable
         Borrower at the time of conversion;

                  (iv) if any Eurocurrency Borrowing is converted at a time
         other than the end of the Interest Period applicable thereto, the
         applicable Borrower shall pay, upon demand, any amounts due to the
         Lenders pursuant to Section 2.16;

                  (v) no Interest Period may be selected for any Eurocurrency
         Borrowing that would end later than the Revolving Maturity Date; and


                                      -29-
<PAGE>   36

                  (vi) upon notice to the Company from the Administrative Agent
         given at the request of the Required Lenders, after the occurrence and
         during the continuance of a Default or Event of Default, (A) no
         outstanding Dollar Borrowing may be converted into, or continued as, a
         Eurocurrency Borrowing after the end of any Interest Period in effect
         for such Eurocurrency Borrowing at the time such notice is given, (B)
         unless repaid, each Eurocurrency Borrowing denominated in dollars shall
         be converted to an ABR Borrowing at the end of the Interest Period
         applicable thereto and (C) no Interest Period in excess of one month
         may be selected for any Alternative Currency Borrowing.

         Each notice pursuant to this Section 2.10 shall be irrevocable and
shall refer to this Agreement and specify (i) the identity and amount of the
Borrowing that the applicable Borrower requests be converted or continued, (ii)
whether such Borrowing is to be converted to or continued as a Eurocurrency
Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the
date of such conversion (which shall be a Business Day) and (iv) if such
Borrowing is to be converted to or continued as a Eurocurrency Borrowing, the
Interest Period with respect thereto. If no Interest Period is specified in any
such notice with respect to any conversion to or continuation as a Eurocurrency
Borrowing, the applicable Borrower shall be deemed to have selected an Interest
Period of one month's duration. The Administrative Agent shall advise the
Lenders of any notice given pursuant to this Section 2.10 and of each Lender's
portion of any converted or continued Borrowing. If the applicable Borrower
shall not have given notice in accordance with this Section 2.10 to continue any
Borrowing into a subsequent Interest Period (and shall not otherwise have given
notice in accordance with this Section 2.10 to convert such Borrowing), such
Borrowing shall, at the end of the Interest Period applicable thereto (unless
repaid pursuant to the terms hereof), (i) in the case of a Dollar Borrowing,
automatically be continued into a new Interest Period as an ABR Borrowing and
(ii) in the case of an Alternative Currency Borrowing, automatically be
continued as an Alternative Currency Borrowing into a new Interest Period of one
month. Notwithstanding any contrary provisions herein, the currency of an
outstanding Borrowing may not be changed in connection with any conversion or
continuation of such Borrowing. If the Swingline Lender is different than the
Administrative Agent, the Swingline Lender shall be given notice by the Company
concurrent with each notice given by the Company to the Administrative Agent
under this Section 2.10 to the extent such notice relates to any Swingline Loan.

         SECTION 2.11. Repayment of Loans. To the extent not previously paid,
all Revolving Loans shall be due and payable on the Revolving Maturity Date,
together with accrued and unpaid interest on the principal amount to be paid to
but excluding the date of payment.

         SECTION 2.12. Voluntary Prepayment.

         (a) The Company and the applicable Borrower shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, upon
prior written or telecopy notice (or telephone notice promptly confirmed by
written or telecopy notice) to the Administrative Agent (i) in the case of a
prepayment of a Eurocurrency Borrowing, given before 12:00 (noon), New York City
time, three Business Days before such prepayment and (ii) in the case of a
prepayment of ABR Loans or Foreign Base Rate Loans, given before 1:00 p.m. New
York City time, one Business Day before such prepayment; provided, however, that
each partial prepayment shall be in an amount that is an integral multiple of
$1,000,000 (or the Alternative Currency Equivalent thereof) and not less than
$5,000,000 (or the Alternative Currency Equivalent thereof).


                                      -30-
<PAGE>   37

         (b) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the applicable Borrower to prepay such Borrowing by
the amount stated therein on the date stated therein. All prepayments under this
Section 2.12 shall be subject to Section 2.16 but otherwise without premium or
penalty. All prepayments under this Section 2.12 shall be accompanied by accrued
interest on the principal amount being prepaid to the date of payment. If the
Swingline Lender is different than the Administrative Agent, the Swingline
Lender shall be given notice by the Company concurrent with each notice given by
the Company to the Administrative Agent under this Section 2.12 to the extent
such notice relates to any Swingline Loan.

         SECTION 2.13. Mandatory Prepayment.

         (a) In the event of any termination of all the Revolving Commitments,
each Borrower shall repay or prepay all its outstanding Revolving Loans and all
outstanding Swingline Loans on the date of such termination. In the event of any
partial reduction of the Revolving Commitments, then at or prior to the
effective date of such reduction, the Administrative Agent shall notify the
Company and the Lenders of the Aggregate Revolving Exposure after giving effect
thereto. If at any time, as a result of such a partial reduction or termination,
as a result of fluctuations in exchange rates or otherwise, the Aggregate
Revolving Exposure would exceed the Total Revolving Commitment, the Swingline
Exposure would exceed the Swingline Commitments or the Alternative Currency
Credit Exposure would exceed the Alternative Currency Commitment, then the
Borrowers shall (i) on the date of such reduction or termination of the
Revolving Commitments or (ii) within three Business Days following notice from
the Administrative Agent of any such fluctuation in exchange rate or otherwise,
repay or prepay (or cause the Borrower Subsidiaries to repay or prepay)
Revolving Loans or Swingline Loans (or a combination thereof) in an amount
sufficient to eliminate such excess(es).

         (b) To the extent possible, amounts to be applied pursuant to this
Section 2.13 to the prepayment of Loans shall be applied, as applicable, first
to prepay outstanding ABR Loans. Any amounts remaining after each such possible
application shall, at the option of the Company be applied to prepay
Eurocurrency Loans immediately and/or shall be deposited in the Prepayment
Account (as defined below). The Administrative Agent shall apply any cash
deposited in the Prepayment Account allocable to Revolving Loans to prepay
Eurocurrency Loans, in each case on the last day of their respective Interest
Periods (or, at the direction of the Company, on any earlier date) until all
outstanding Revolving Loans have been prepaid or until the allocable cash on
deposit with respect to such Loans has been exhausted. For purposes of this
Agreement, the term "Prepayment Account" shall mean an account established by
the Company with the Administrative Agent and over which the Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal for application in accordance with this paragraph (b). The
Administrative Agent will, at the request of the Company, invest amounts on
deposit in the Prepayment Account in Permitted Investments that mature prior to
the last day of the applicable Interest Periods of the Eurocurrency Borrowings
to be prepaid; provided, however, that (i) the Administrative Agent shall not be
required to make any investment that in its sole judgment, would require or
cause the Administrative Agent to be in, or would result in any, violation of
any law, statute, rule or regulation and (ii) the Administrative Agent shall
have no obligation to invest amounts on deposit in the Prepayment Account if a
Default or Event of Default shall have occurred and be continuing. Each Borrower
shall indemnify the Administrative Agent for any losses relating to the
investments so that the amount available to prepay Eurocurrency Borrowings on
the last day of the applicable Interest Period is not less than the amount that
would have been available had no investments been made pursuant thereto. Other
than any interest earned on such investments (which shall be for the account of
the Borrowers as their interests may appear, to the extent not necessary for the
prepayment of Eurocurrency Loans in accordance with this Section 2.13), the
Prepayment Account shall not bear interest. Interest or profits, if


                                      -31-
<PAGE>   38

any, on such investments shall be deposited in the Prepayment Account and
reinvested and disbursed as specified above; provided, however, at the end of
any Interest Period, unless a Default or Event of Default has occurred and is
continuing, after the satisfaction of all required payments the Administrative
Agent shall pay to the Company all interest or profits on such investments to
the extent in excess of the then required principal and interest payments. If
the maturity of the Loan has been accelerated pursuant to Article VII, the
Administrative Agent may, in its sole discretion, apply all amounts on deposit
in the Prepayment Account to satisfy any of the Obligations. The Company hereby
grants to the Administrative Agent, for its benefit and the benefit of the
Issuing Banks, the Swingline Lender and the Lenders, a security interest in its
Prepayment Account to secure the Obligations.

         SECTION 2.14. Reserve Requirements; Change in Circumstances.

         (a) Notwithstanding any other provision of this Agreement, if after the
date of this Agreement any change in applicable law or regulation or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof (whether or not having the
force of law) shall change the basis of taxation of payments to any Lender or
any Issuing Bank of the principal of or interest on any Eurocurrency Loan made
by such Lender or any Fees or other amounts payable hereunder (other than
changes in respect of franchise taxes and income taxes imposed on the overall
net income of such Lender or such Issuing Bank, in each case (i) by the
jurisdiction under the law of which such Lender or such Issuing Bank has its
principal office or by any political subdivision or taxing authority therein or
(ii) by any other jurisdiction as a result of any present or former connection
between such Lender or such Issuing Bank and the jurisdiction imposing such tax
(other than any such connection arising solely from such Lender or Issuing Bank
having executed, delivered or performed its obligations or received a payment
hereunder or under any other Loan Document)), or shall impose, modify or deem
applicable any reserve, special deposit or similar requirement against assets
of, deposits with or for the account of or credit extended by any Lender or any
Issuing Bank (except any such reserve requirement which is reflected in the
Adjusted LIBO Rate pursuant to Section 2.14(c) below) or shall impose on such
Lender or such Issuing Bank or the London interbank market (or other relevant
interbank market) any other condition affecting this Agreement or Eurocurrency
Loans made by such Lender or any Letter of Credit or participation therein, and
the result of any of the foregoing shall be to increase the cost to such Lender
or such Issuing Bank of making or maintaining any Eurocurrency Loan or increase
the cost to any Lender of issuing or maintaining any Letter of Credit or
purchasing or maintaining a participation therein or to reduce the amount of any
sum received or receivable by such Lender or such Issuing Bank hereunder
(whether of principal, interest or otherwise) by an amount deemed by such Lender
or such Issuing Bank to be material, then the Borrowers jointly and severally
agree to pay to such Lender or such Issuing Bank, as the case may be, upon
demand such additional amount or amounts as will compensate such Lender or such
Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered.

         (b) If any Lender or any Issuing Bank shall have determined that the
adoption after the date hereof of any law, rule, regulation, agreement or
guideline regarding capital adequacy, or any change after the date hereof in any
such law, rule, regulation, agreement or guideline (whether such law, rule,
regulation, agreement or guideline has been adopted) or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or any Issuing Bank or any Lender's or any
Issuing Bank's holding company with any request or directive regarding capital
adequacy (whether or not having the force of law) of any Governmental Authority
has or would have the effect of reducing the rate of return on such Lender's or
such Issuing Bank's capital or on the capital of such Lender's or such Issuing
Bank's holding company, if any, as a consequence of this Agreement or the Loans
made or participations in Letters of Credit purchased by such Lender pursuant
hereto or the Letters of Credit issued by such


                                      -32-
<PAGE>   39

Issuing Bank pursuant hereto to a level below that which such Lender or such
Issuing Bank or such Lender's or such Issuing Bank's holding company could have
achieved but for such applicability, adoption, change or compliance (taking into
consideration such Lender's or such Issuing Bank's policies and the policies of
such Lender's or such Issuing Bank's holding company with respect to capital
adequacy) by an amount deemed by such Lender or such Issuing Bank to be
material, then from time to time the Borrowers jointly and severally agree to
pay to such Lender or such Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or such Issuing Bank or such
Lender's or such Issuing Bank's holding company for any such reduction suffered.

         (c) If any Governmental Authority shall require reserves to be
maintained in connection with any Eurocurrency Loan of any Lender, regardless of
whether such Eurocurrency Loan is then outstanding, such Lender may require the
applicable Borrower to pay (and the applicable Borrower agrees to pay)
additional interest on such Eurocurrency Loan at a rate per annum equal to the
difference between the Adjusted LIBO Rate and the LIBO Rate for each Interest
Period applicable to such Eurocurrency Loan for which such reserve requirement
shall apply. Any Lender wishing to require such payment with respect to any
Eurocurrency Loan shall give notice thereof at least three Business Days prior
to the last day of such Eurocurrency Loan's Interest Period if such Eurocurrency
Loan is then outstanding or at least one Business Day prior to the commencement
of such Interest Period if such Eurocurrency Loan is not then outstanding. On
the last day of each Interest Period relating to each such Eurocurrency Loan of
such Lender or within five (5) Business Days of notice from the Lender of the
imposition by such Governmental Authority of such requirements, the applicable
Borrower shall pay directly to such Lender such additional interest. Once given,
each such notice by a Lender shall be deemed automatically to continue in effect
and apply to all of such Lender's Eurocurrency Loans until such Lender revokes
such notice. At such time, if any, as such Lender shall not be so required to
maintain reserves, such Lender agrees so to notify the Company.

         (d) A certificate of a Lender or an Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or such Issuing Bank or
its holding company, as applicable, as specified in paragraph (a), (b) or (c)
above shall be delivered to the Company and shall be conclusive absent manifest
error. Borrowers (in the case of paragraphs (a) and (b)) or the applicable
Borrower (in the case of paragraph (c)) shall pay such Lender or such Issuing
Bank the amount shown as due on any such certificate delivered by it within 10
days after its receipt of the same.

         (e) Failure or delay on the part of any Lender or any Issuing Bank to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or such Issuing Bank's right to demand such compensation. The
protection of this Section 2.14 shall be available to each Lender and each
Issuing Bank regardless of any possible contention of the invalidity or
inapplicability of the law, rule, regulation, agreement, guideline or other
change or condition that shall have occurred or been imposed.

         SECTION 2.15. Change in Legality.

         (a) Notwithstanding any other provision of this Agreement, if, after
the date hereof, any change in any law or regulation or in the interpretation
thereof by any Governmental Authority charged with the administration or
interpretation thereof shall make it unlawful for any Lender to make or maintain
any Eurocurrency Loan or to give effect to its obligations as contemplated
hereby with respect to any Eurocurrency Loan, then, by written notice to the
Company and to the Administrative Agent:

                  (i) such Lender may declare that Eurocurrency Loans will not
         thereafter (for the duration of such unlawfulness) be made by such
         Lender hereunder (or be continued for additional


                                      -33-
<PAGE>   40

         Interest Periods and ABR Loans and Foreign Base Rate Loans will not
         thereafter (for such duration) be converted into Eurocurrency Loans),
         whereupon any request for a Eurocurrency Borrowing (or to convert an
         ABR Borrowing or a Foreign Base Rate Loan to a Eurocurrency Borrowing
         or to continue a Eurocurrency Borrowing for an additional Interest
         Period) shall, as to such Lender only, be deemed a request for an ABR
         Loan (in the case of Dollar Loans) or Foreign Base Rate Loans (in the
         case of Alternative Currency Swingline Loans) (or a request to continue
         an ABR Loan or a Foreign Base Rate Loan as such for an additional
         Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a
         Foreign Base Rate Loan, as the case may be), unless such declaration
         shall be subsequently withdrawn; and

                  (ii) such Lender may require that all outstanding Eurocurrency
         Loans made by it be converted to ABR Loans (in the case of Dollar
         Loans) or Foreign Base Rate Loans (in the case of Alternative Currency
         Swingline Loans) in which event all such Eurocurrency Loans shall be
         automatically converted to such ABR Loans or Foreign Base Rate Loans as
         of the effective date of such notice as provided in paragraph (b)
         below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurocurrency Loans that would have been made by such Lender or the
converted Eurocurrency Loans of such Lender shall instead be applied to repay
the ABR Loans made by such Lender in lieu of, or resulting from the conversion
of, such Eurocurrency Loans.

         (b) For purposes of this Section 2.15, a notice to the Company by any
Lender shall be effective as to each Eurocurrency Loan made by such Lender, if
lawful, on the last day of the Interest Period currently applicable to any such
Eurocurrency Loan; in all other cases such notice shall be effective on the date
of receipt by the Company.

         SECTION 2.16. Indemnity. The Company and each other Borrower jointly
and severally agree to indemnify each Lender against any loss or expense,
including any break funding cost or any loss sustained in converting between any
Alternative Currency and dollars, as the case may be, that such Lender may
sustain or incur as a consequence of (a) any event, other than a default by such
Lender in the performance of its obligations hereunder, which results in (i)
such Lender receiving or being deemed to receive any amount on account of the
principal of any Eurocurrency Loan prior to the end of the Interest Period in
effect therefor, (ii) the conversion of any Eurocurrency Loan to an ABR Loan or
Foreign Base Rate Loan, or the conversion of the Interest Period with respect to
any Eurocurrency Loan, in each case other than on the last day of the Interest
Period in effect therefor, or (iii) any Eurocurrency Loan to be made by such
Lender (including any Eurocurrency Loan to be made pursuant to a conversion or
continuation under Section 2.10) not being made after notice of such Loan shall
have been given by the applicable Borrower (or the Company) hereunder (any of
the events referred to in this clause (a) being called a "Breakage Event") or
(b) any default in the making of any payment or prepayment required to be made
hereunder. In the case of any Breakage Event such loss shall include an amount
equal to the excess, as reasonably determined by such Lender, of (i) its cost of
obtaining funds for the Eurocurrency Loan that is the subject of such Breakage
Event for the period from the date of such Breakage Event to the last day of the
Interest Period in effect (or that would have been in effect) for such Loan over
(ii) the amount of interest likely to be realized by such Lender in redeploying
the funds released or not utilized by reason of such Breakage Event for such
period. A certificate of any Lender setting forth any amount or amounts which
such Lender is entitled to receive pursuant to this Section 2.16, together with
a reasonably detailed calculation thereof, shall be delivered to the Company and
shall be conclusive absent manifest error.


                                      -34-
<PAGE>   41

         SECTION 2.17. Pro Rata Treatment. Except as provided below in this
Section 2.17 with respect to Swingline Loans and as required under Section 2.15,
each Borrowing, each payment or prepayment of principal of any Borrowing, each
payment of interest on the Loans, each payment of the Commitment Fees, each
reduction of the Revolving Commitments and each conversion of any Borrowing to
or continuation of any Borrowing as a Borrowing of any Type shall be allocated
pro rata among the Lenders in accordance with their respective applicable
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Loans).
For purposes of determining the available Revolving Commitments of the Lenders
at any time, each outstanding Swingline Loan shall be deemed to have utilized
the Revolving Commitments of the Lenders (including those Lenders which shall
not have made Swingline Loans) in accordance with each Lender's Pro Rata
Percentage. Each Lender agrees that in computing such Lender's portion of any
Borrowing to be made hereunder, the Administrative Agent may, in its discretion,
round each Lender's percentage of such Borrowing to the next higher or lower
whole dollar or applicable Alternative Currency amount.

         SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
any Borrower or any other Loan Party, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, obtain payment (voluntary or involuntary) in respect of any
Loan (whether a Revolving Loan or a Swingline Loan) or L/C Disbursement as a
result of which the unpaid principal portion of its Revolving Loans and
participation in L/C Disbursements shall be proportionately less than the unpaid
principal portion of the Loans and participation in L/C Disbursements of any
other Lender, it shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the Loans and L/C Exposure, as the case
may be of such other Lender, so that the aggregate unpaid principal amount of
the Loans and L/C Exposure and participation in Loans and L/C Exposure held by
each Lender shall be in the same proportion to the aggregate unpaid principal
amount of all Loans and L/C Exposure then outstanding as the principal amount of
its Loans and L/C Exposure prior to such exercise of banker's lien, setoff or
counterclaim or other event was to the principal amount of all Loans and L/C
Exposure outstanding prior to such exercise of banker's lien, setoff or
counterclaim or other event; provided, however, that if any such purchase or
purchases or adjustments shall be made pursuant to this Section 2.18 and the
payment giving rise thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent of such recovery and
the purchase price or prices or adjustment restored without interest. Each
Borrower expressly consents to the foregoing arrangements and agrees that any
Lender holding a participation in a Loan or L/C Disbursement deemed to have been
so purchased may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by any Borrower to such
Lender by reason thereof as fully as if such Lender had made a Loan directly to
such Borrower in the amount of such participation.

         SECTION 2.19. Payments.

         (a) Each Borrower shall make each payment (including principal of or
interest on any Borrowing or any L/C Disbursement or any Fees or other amounts)
hereunder and under any other Loan Document from a Payment Location in the
United States or the jurisdiction of any Alternative Currency prior to (i) 1:00
p.m., New York City time on the date when due, in the case of any amount payable
in dollars, and (ii) 12:00 (noon), local time of such other jurisdiction, on the
date when due, in the case of any amount payable in any Alternative Currency, in
each case, in immediately available funds, without setoff, defense or
counterclaim. Each such payment (other than (i) Issuing Bank Fees, which shall
be paid directly to


                                      -35-
<PAGE>   42

applicable Issuing Bank and (ii) principal of and interest on Swingline Loans,
which shall be paid directly to the Swingline Lender except as otherwise
provided in Section 2.22(e)) shall be made to such account as shall from time to
time be specified in writing delivered to the Company by the Administrative
Agent. All Dollar Loans hereunder shall be denominated and made, and all
payments of principal and interest, Fees or otherwise hereunder or under any
other Loan Document in respect thereof shall be made, in dollars, except as
otherwise expressly provided herein. All Alternative Currency Swingline Loans
hereunder shall be denominated and made, and all payments of principal and
interest, Fees or otherwise hereunder or under any other Loan Document in
respect thereof shall be made, in the relevant Alternative Currency, except as
otherwise expressly provided herein. Unless otherwise agreed by the Borrowers
and each Lender to receive any such payment, all other amounts due hereunder or
under any other Loan Document shall be payable in dollars.

         (b) Except as otherwise provided in the definition of Interest Period,
whenever any payment (including principal of or interest on any Borrowing or any
Fees or other amounts) hereunder or under any other Loan Document shall become
due, or otherwise would occur, on a day that is not a Business Day, such payment
may be made on the next succeeding Business Day, and such extension of time
shall in such case be included in the computation of interest or Fees, if
applicable.

         SECTION 2.20. Taxes.

         (a) Any and all payments by or on behalf of any Borrower or any Loan
Party hereunder and under any other Loan Document shall be made, in accordance
with Section 2.19, free and clear of and without deduction for any and all
current or future taxes, levies, imposts, deductions, charges or withholdings
imposed by any Governmental Authority in the United States, the jurisdiction of
any Alternative Currency or the jurisdiction of any Payment Location, and all
liabilities with respect thereto, excluding franchise and capital taxes and
income taxes imposed on the net income of the Administrative Agent, any Lender
or an Issuing Bank (or any transferee or assignee thereof, including a
participation holder (any such entity a "Transferee")), in each case (i) by the
jurisdiction under the laws of which the Administrative Agent, such Lender or
such Issuing Bank (or Transferee) is organized or any political subdivision
thereof or (ii) by any other jurisdiction as a result of any present or former
connection between the Administrative Agent, such Lender or such Issuing Bank
(or Transferee) and the jurisdiction imposing such tax (other than any such
connection arising solely from the Administrative Agent, such Lender or Issuing
Bank (or Transferee) having executed, delivered or performed its obligations or
received a payment hereunder or under any other Loan Document) (all such
nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities, collectively or individually, being called "Taxes"). If any
Borrower or any Loan Party shall be required to deduct any Taxes from or in
respect of any sum payable hereunder or under any other Loan Document to the
Administrative Agent, any Lender or an Issuing Bank (or any Transferee), (i) the
sum payable shall be increased by the amount (an "additional amount") necessary
so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.20) the Administrative Agent, such
Lender or such Issuing Bank (or Transferee), as the case may be, shall receive
an amount equal to the sum it would have received had no such deductions been
made, (ii) such Borrower or such Loan Party shall make such deductions and (iii)
such Borrower or such Loan Party shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

         (b) In addition, each Borrower agrees to pay to the relevant
Governmental Authority in accordance with applicable law any current or future
stamp, documentary, excise, transfer, sales, property or similar taxes, charges
or levies that arise from any payment made by such Borrower hereunder or under
any other Loan Document or from the execution, delivery, enforcement or
registration of, or otherwise with respect to, this Agreement or any other Loan
Document imposed by any Governmental Authority in


                                      -36-
<PAGE>   43

the United States, the jurisdiction of any Alternative Currency or the
jurisdiction of any Payment Location ("Other Taxes").

         (c) The Borrowers will jointly and severally indemnify the
Administrative Agent, each Lender and each Issuing Bank (or Transferee) for the
full amount of Taxes and Other Taxes paid by the Administrative Agent, such
Lender or such Issuing Bank (or Transferee), as the case may be, and any
liability (including penalties, interest and expenses (including reasonable
attorney's fees and expenses)) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted by
the relevant Governmental Authority. A certificate as to the amount of such
payment or liability prepared by the Administrative Agent, a Lender or an
Issuing Bank (or Transferee), or the Administrative Agent on its behalf, absent
manifest error, shall be final, conclusive and binding for all purposes. Such
indemnification shall be made within 30 days after the date the Administrative
Agent, any Lender or an Issuing Bank (or Transferee), as the case may be, makes
written demand therefor.

         (d) As soon as practicable after the date of any payment of Taxes or
Other Taxes by any Borrower or any other Loan Party to the relevant Governmental
Authority, such Borrower or such other Loan Party will deliver to the
Administrative Agent, at its address referred to in Section 9.1, the original or
a certified copy of a receipt issued by such Governmental Authority evidencing
payment thereof.

         (e) Each Lender (or Transferee) that is organized under the laws of a
jurisdiction other than the United States, any State thereof or the District of
Columbia (a "Non-U.S. Lender") that is entitled to an exemption from or
reduction of, withholding tax under the law of the jurisdiction in which the
applicable Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments by such Borrower under this Agreement and the
other Loan Documents shall deliver to such Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, but no
later than five Business Days before the date of the initial payment to be made
by such Borrower hereunder to such Lender (or Transferee), (i) two properly
completed and executed copies of United States Internal Revenue Service Form
W-8BEN or W-8CI, or successor applicable form, as the case may be, certifying
that it is entitled to receive payments hereunder without deduction or
withholding, or at a reduced rate of withholding of, any United States federal
income taxes; (ii) a properly completed and executed copy of United States
Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the
case may be, certifying that it is entitled to an exemption from United States
backup withholding tax; (iii) two further properly completed and executed copies
of any such form or certificate at least five Business Days before the date any
such form or certification expires or becomes obsolete or invalid and after the
occurrence of any event requiring a change in the most recent form or
certification previously delivered by it; (iv) any amendments to such forms or
certificates as and when required and (v) such other properly completed and
executed documentation prescribed by applicable law or reasonably requested by
such Borrower as will permit such payments to be made without deduction or
withholding or at a reduced rate; provided that such Non-U.S. Lender has
received written notice from such Borrower advising it of the availability of
such exemption or reduction and containing all applicable documentation. In
addition, each Non-U.S. Lender shall deliver such documentation promptly upon
the obsolescence or invalidity of any documentation previously delivered by such
Non-U.S. Lender. Each Lender (or Transferee) that is organized under the laws of
the United States, any State thereof or the District of Columbia shall provide
two properly completed and executed copies of Form W-9 or successor applicable
form, at the times specified for delivery of forms under the preceding sentence.
Each Lender (or Transferee) that is not organized under the laws of the
jurisdiction of any Payment Location (other than a Payment Location in the
United States) shall, upon request by such Borrower, within a reasonable period
of time after such request, deliver to such Borrower or the applicable
Governmental Authority, as the case may be, any form or certificate required in
order that any payment by such Payment Location to such Lender (or Transferee)
may be made free and clear of, and without deduction or withholding for or on
account of any Taxes or


                                      -37-
<PAGE>   44

Other Taxes (or to allow any such deduction or withholding to be at a reduced
rate) imposed on such payment under the laws of the jurisdiction of such Payment
Location. Notwithstanding any other provision of this Section 2.20(e), no Lender
or Transferee shall be required to deliver any documentation pursuant to this
Section 2.20(e) that such Lender or Transferee is not legally able to deliver.

         (f) No Borrower shall be required to indemnify any Lender or to pay any
additional amounts to any Lender, in respect of United States federal
withholding tax pursuant to paragraph (a) or (c) above to the extent that (i)
the obligation to withhold amounts with respect to United States federal
withholding tax existed and would apply to payments made to such Lender on the
date such Lender became a party to this Agreement (or, in the case of a
Transferee that is a participation holder, on the date such participation holder
became a Transferee hereunder) or, with respect to payments to a New Lending
Office, the date such Lender designated such New Lending Office with respect to
a Loan; provided, however, that this paragraph (f) shall not apply (x) to any
Transferee or New Lending Office that becomes a Transferee or New Lending Office
as a result of an assignment, participation, transfer or designation made at the
request of such Borrower and (y) to the extent the indemnity payment or
additional amounts any Transferee, or any Lender (or Transferee) acting through
a New Lending Office, would be entitled to receive (without regard to this
paragraph (f)) do not exceed the indemnity payment or additional amounts that
the person making the assignment, participation or transfer to such Transferee,
or Lender (or Transferee) making the designation of such New Lending Office,
would have been entitled to receive in the absence of such assignment,
participation, transfer or designation or (ii) the obligation to pay such
additional amounts would not have arisen but for a failure by such Lender (or
Transferee) to comply with the provisions of paragraph (e) above.

         (g) Nothing contained in this Section 2.20 shall require any Lender or
an Issuing Bank (or any Transferee) or the Administrative Agent to make
available any of its tax returns (or any other information that it deems to be
confidential or proprietary). In the event that any Lender (or Transferee)
determines that any event or circumstance that will lead to a claim by it under
this Section 2.20 has occurred or will occur, such Lender (or Transferee) will
use its best efforts to so notify the applicable Borrower in writing; provided
that any failure to provide such notice shall in no way impair the rights of any
Lender (or Transferee) to demand and receive payment under this Section 2.20.

         SECTION 2.21. Assignment of Commitments under Certain Circumstances;
Duty to Mitigate.

         (a) In the event (i) any Lender or an Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.14 or 2.21(b), (ii)
any Lender or an Issuing Bank delivers a notice described in Section 2.15, (iii)
the applicable Borrower is required to pay any additional amount to any Lender
or an Issuing Bank or any Governmental Authority on account of any Lender or an
Issuing Bank pursuant to Section 2.20 or (iv) any Lender fails to make any Loan
or any Issuing Bank fails to issue a Letter of Credit in accordance with the
terms hereof, the Company may, at its sole expense and effort (including with
respect to the processing and recordation fee referred to in Section 9.4(b)),
upon notice to such Lender or such Issuing Bank and the Administrative Agent,
require such Lender or such Issuing Bank to transfer and assign, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.4), all of its interests, rights and obligations under this Agreement
to an assignee that shall assume such assigned obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (x) such
assignment shall not conflict with any law, rule or regulation or order of any
court or other Governmental Authority having jurisdiction, (y) the Company shall
have received the prior written consent of the Administrative Agent (and, if a
Revolving Commitment is being assigned, of the Issuing Banks and the Swingline
Lender), which consent shall not unreasonably be withheld, and (z) the
applicable Borrower or such assignee shall have paid to the affected Lender or
Issuing Bank in immediately available funds (and in the currency or currencies
in which payment would be required if all


                                      -38-
<PAGE>   45

amounts were to be paid by the applicable Borrower) an amount equal to the sum
of the principal of and interest accrued to the date of such payment on the
outstanding Loans or L/C Disbursements of such Lender or such Issuing Bank,
respectively, plus all Fees and other amounts accrued for the account of such
Lender or such Issuing Bank hereunder (including any amounts under Section 2.14
and Section 2.16); provided further that, if prior to any such transfer and
assignment the circumstances or event that resulted in such Lender's or such
Issuing Bank's claim for compensation under Section 2.14 or notice under Section
2.15 or the amounts paid pursuant to Section 2.20, as the case may be, cease to
cause such Lender or such Issuing Bank to suffer increased costs or reductions
in amounts received or receivable or reduction in return on capital, or cease to
have the consequences specified in Section 2.15, or cease to result in amounts
being payable under Section 2.20, as the case may be (including as a result of
any action taken by such Lender or such Issuing Bank pursuant to paragraph (b)
below), or if such Lender or such Issuing Bank shall permanently waive its right
to claim further compensation under Section 2.14 in respect of such
circumstances or event or shall withdraw its notice under Section 2.15 or shall
waive its right to further payments under Section 2.20 in respect of such
circumstances or event, as the case may be, then such Lender or such Issuing
Bank shall not thereafter be required to make any such transfer and assignment
hereunder.

         (b) If (i) any Lender or an Issuing Bank shall request compensation
under Section 2.14, (ii) any Lender or an Issuing Bank delivers a notice
described in Section 2.15 or (iii) the applicable Borrower is required to pay
any additional amount to any Lender or an Issuing Bank or any Governmental
Authority on account of any Lender or an Issuing Bank, pursuant to Section 2.20,
then such Lender or such Issuing Bank shall use reasonable effort (which shall
not require such Lender or such Issuing Bank to incur an unreimbursed loss or
unreimbursed cost or expense or otherwise take any action inconsistent with its
internal policies or legal or regulatory restrictions or suffer any disadvantage
or burden deemed by it to be significant) (x) to file any certificate or
document reasonably requested in writing by the Company or (y) to assign its
rights and delegate and transfer its obligations hereunder to another of its
offices, branches or affiliates, if such filing or assignment would materially
reduce its claims for compensation under Section 2.14 or enable it to withdraw
its notice pursuant to Section 2.15 or would materially reduce amounts payable
pursuant to Section 2.20, as the case may be, in the future. The Company hereby
agrees to pay all reasonable costs and expenses incurred by any Lender or any
Issuing Bank in connection with any such filing or assignment, delegation and
transfer.

         (c) No Loan Party shall be required to pay any amount claimed by a
Lender or Issuing Bank pursuant to Sections 2.14, 2.15, 2.20 or 2.21(b), unless
such Lender or Issuing Bank has requested payment of such amount within 6 months
of becoming aware of the event giving rise to such claim.

         SECTION 2.22. Swingline Loans.

         (a) Swingline Commitment. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, the Swingline
Lender agrees to make loans, in dollars, Euros, Marks, Francs, Pounds and Yen,
to the Company at any time and from time to time on and after the Restatement
Closing Date and until the earlier of the Revolving Maturity Date and the
termination of the Revolving Commitments in accordance with the terms hereof, in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of all outstanding Swingline Dollar Loans
exceeding $10,000,000 in the aggregate (the "Swingline Dollar Commitment"), (ii)
the Dollar Equivalent of all outstanding Alternative Currency Swingline Loans
exceeding $25,000,000 (the "Alternative Currency Commitment", and together with
the Swingline Dollar Commitment, the "Swingline Commitments"), or (iii) the
Aggregate Revolving Exposure, after giving effect to any Swingline Loan,
exceeding the Total Revolving Commitment. Each Swingline Dollar Loan shall be in
a principal amount that is an integral multiple of $1,000,000. Each Alternative
Currency Swingline Loan


                                      -39-
<PAGE>   46

shall be in a principal amount which, at the time of the request therefor, is,
on a Dollar Equivalent basis, $1,000,000 or more. To the extent any Loans are
made as Alternative Currency Swingline Loans, such Loans shall be denominated
and made in the applicable Alternative Currency, and shall continue to be
Alternative Currency Swingline Loans (denominated and payable in the Alternative
Currency in which such Loans are advanced) for as long as they are outstanding
under this Agreement. The Swingline Commitments may be terminated or reduced
from time to time as provided in Section 2.9. Within the foregoing limits, the
Company may borrow, pay or prepay and reborrow Swingline Loans hereunder,
subject to the terms, conditions and limitations set forth herein.

         (b) Swingline Loans. The Company shall notify the Swingline Lender,
with a copy to the Administrative Agent, by telecopy, or by telephone (confirmed
by telecopy), not later than 2:00 p.m., New York City time, on the day of a
proposed Swingline Dollar Loan. Such notice shall be delivered on a Business
Day, shall be irrevocable and shall refer to this Agreement and shall specify
the requested date (which shall be a Business Day) and amount of such Swingline
Dollar Loan. Requests for Borrowings of Alternative Currency Swingline Loans
shall be subject to the requirements of Section 2.3 for Eurodollar Loans.

         (c) Prepayment. The Company shall have the right at any time and from
time to time to prepay any Swingline Dollar Loan, in whole or in part, upon
giving written or telecopy notice (or telephone notice promptly confirmed by
written, or telecopy notice) to the Swingline Lender and to the Administrative
Agent before 1:00 p.m., New York City time, on the date of prepayment at the
Swingline Lender's address for notices specified on Schedule 2.1. All
prepayments under this Section 2.22(c) shall be without premium or penalty. All
principal payments of Swingline Dollar Loans shall be in integral multiples of
$1,000,000 and shall be accompanied by accrued interest on the principal amount
being repaid to the date of payment. All prepayments of Alternative Currency
Swingline Loans shall be subject to the prepayment provisions contained in this
Agreement with respect to Eurodollar Loans.

         (d) Interest. Each Swingline Dollar Loan shall be an ABR Loan and,
subject to the provisions of Section 2.7, shall bear interest as provided in
Section 2.6(a). Each Alternative Currency Swingline Loan shall be a Eurodollar
Loan and shall, subject to the provisions in Section 2.7, bear interest as
provided in Section 2.6(c). No Swingline Dollar Loan may be converted into a
Eurodollar Loan. No Alternative Currency Swingline Loan may be converted into an
ABR Loan and, except as required by Section 2.8 or 2.15, no Alternative Currency
Swingline Loan may be converted into a Foreign Base Rate Loan.

         (e) Participation. If the Company does not fully repay a Swingline Loan
on or prior to the last day of the Interest Period with respect thereto, the
Swingline Lender may notify the Administrative Agent thereof by 2:00 p.m., New
York City time (by telecopy or by telephone, confirmed in writing), and the
Administrative Agent shall promptly notify each Lender thereof (by telecopy or
by telephone, confirmed in writing) and of its Pro Rata Percentage of such
Swingline Loan. Upon such notice but without any further action, the Swingline
Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to
acquire from the Swingline Lender, a participation in such defaulted Swingline
Loan equal to such Lender's Pro Rata Percentage of the aggregate principal
amount of such defaulted Swingline Loan. In furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Lender's Pro Rata Percentage of each Swingline Loan that
is not repaid on the last day of the Interest Period with respect thereto in the
relevant currency. Each Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or an Event of Default,
and that each such payment shall be made without any


                                      -40-
<PAGE>   47

offset, abatement, withholding or reduction whatsoever. Each Lender shall comply
with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.2(c) with respect
to Loans made by such Lender (and Section 2.2(c) shall apply, mutatis mutandis,
to the payment obligations of the Lenders) and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Lenders. The Administrative Agent shall notify the Company of any participation
in any Swingline Loan acquired pursuant to this paragraph and thereafter
payments in respect of such Swingline Loan shall be made to the Administrative
Agent and not to the Swingline Lender. Any amounts received by the Swingline
Lender from the Company (or other party on behalf of the Company) in respect of
a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale
of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their
interests may appear. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Company (or other party liable
for obligations of the Company) of any default in the payment thereof.

         SECTION 2.23. Letters of Credit.

         (a) Subject to the terms and conditions set forth herein, the Company
may request the issuance of a Letter of Credit for its own account, in a form
reasonably acceptable to the Administrative Agent and the applicable Issuing
Bank, at any time and from time to time while the Revolving Commitments remain
in effect. This Section shall not be construed to impose an obligation upon an
Issuing Bank to issue any Letter of Credit that is inconsistent with the terms
and conditions of this Agreement.

         (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. In order to request the issuance of a Letter of Credit (or to amend,
renew or extend an existing Letter of Credit), the Company shall hand deliver or
telecopy to the applicable Issuing Bank and the Administrative Agent (three
Business Days in advance of the requested date of issuance, amendment, renewal
or extension, or such shorter period as the Company, the Administrative Agent
and the applicable Issuing Bank shall agree) a notice requiring the issuance of
a Letter of Credit or identifying the Letter of Credit to be amended, renewed or
extended, the date of issuance, amendment, renewal or extension, the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c)
below), the amount of such Letter of Credit, the name and address of the
beneficiary therefore and such other information as shall be necessary to
prepare such Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if, and upon issuance, amendment, renewal or extension
of each Letter of Credit the Company shall be deemed to represent and warrant
that, after giving effect to such issuance, amendment, renewal or extension (A)
the L/C Exposure shall not exceed $25,000,000 (the "L/C Commitment") and (B) the
Aggregate Revolving Exposure shall not exceed the Total Revolving Commitment.

         (c) Expiration Date; Denomination. Each Letter of Credit shall expire
at the close of business on the earlier of the date 364 days after the date of
the issuance of such Letter of Credit and the date that is five Business Days
prior to the Revolving Maturity Date, unless such Letter of Credit expires by
its terms on an earlier date. Notwithstanding anything herein to the contrary,
all Letters of Credit shall be denominated in dollars and all payments in
respect thereof (including payments of fees and reimbursement of L/C
Disbursements) shall be made in dollars.

         (d) Participations. By the issuance of a Letter of Credit, and without
any further action on the part of such Issuing Bank or the Lenders, the
applicable Issuing Bank hereby grants to each Lender, and each such Lender
hereby acquires from the applicable Issuing Bank, a participation in such Letter
of Credit equal to such Lender's Pro Rata Percentage of the aggregate amount
available to be drawn under


                                      -41-
<PAGE>   48

such Letter of Credit, effective upon the issuance of such Letter of Credit. In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent for the account of
the applicable Issuing Bank, such Lender's Pro Rata Percentage of each L/C
Disbursement made by such Issuing Bank and not reimbursed by the Company (or, if
applicable, another party pursuant to its obligations under any other Loan
Document) forthwith on the date due as provided in Section 2.2(f). Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including the
occurrence and continuance of a Default or an Event of Default or the fact that,
as a result of fluctuations in exchange rates, such Lender's Revolving Exposure
at any time might exceed its Revolving Commitment at such time (in which case
Section 2.13(a) would apply), and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

         (e) Reimbursement. If an Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, the Company shall pay to the Administrative
Agent an amount equal to such L/C Disbursement prior to 2:00 p.m., New York City
time, on the day the Company shall have received notice from the applicable
Issuing Bank that payment of such draft will be made, or, if the Company shall
have received such notice later than 10:00 a.m., New York City time, on any
Business Day, not later than 10:00 a.m., New York City time, on the immediately
following Business Day.

         (f) Obligations Absolute. The Company's obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute and
unconditional under any and all circumstances and irrespective of the occurrence
of any Default or Event of Default or any condition precedent whatsoever or any
setoff, counterclaim or defense to payment which the Company may have or have
had against any Issuing Bank, any Lender or any beneficiary of any Letter of
Credit. The Company further agrees with the Agents, the Issuing Banks and the
Lenders that the Issuing Banks and the Lenders shall not be responsible for, and
the Company's obligations to reimburse L/C Disbursements as provided in
paragraph (e) above shall not be affected by, among other things, the validity
or genuineness of documents or of any endorsements thereon, even if such
documents should in fact prove to be in any or all respects invalid, fraudulent
or forged, or any dispute between or among the Company, the beneficiary of any
Letter of Credit or any financing institution or other party to which any Letter
of Credit may be transferred or any claims or defenses of the Company against
the beneficiary of such Letter of Credit or any such transferee. The Issuing
Banks and the Lenders shall not be liable for any error, omission, interruption
or delay in transmission, dispatch, delay or delivery of any message or advice,
however transmitted, in connection with any Letter of Credit. The Company agrees
that any action taken or omitted to be taken by any Issuing Bank or any Lender
under or in connection with each Letter of Credit and the related drafts and
documents, if done in good faith, shall be binding upon the Company and shall
not result in any liability on the part of any Issuing Bank or any Lender to the
Company.

         The foregoing shall not be construed to excuse an Issuing Bank from
liability to the Company to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Company to the extent permitted by applicable law) suffered by the Company that
are caused by such Issuing Bank's gross negligence or willful misconduct in
determining whether drafts or other documents presented under a Letter of Credit
comply with the terms thereof; it is understood that an Issuing Bank may accept
documents that appear on their face to be in order, without responsibility for
further investigation and, in making any payment under any Letter of Credit (i)
an Issuing Bank's exclusive reliance on the documents presented to it under such
Letter of Credit as to any and all matters set forth therein, whether or not any
document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged or


                                      -42-
<PAGE>   49

invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever and (ii) any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in
each case, be deemed not to constitute willful misconduct or gross negligence of
an Issuing Bank.

         (g) Disbursement Procedures. The applicable Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall
as promptly as possible give telephonic notification, confirmed by telecopy, to
the Administrative Agent and the Company of such demand for payment and whether
such Issuing Bank has made or will make an L/C Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the
Company of its obligation to reimburse such Issuing Bank and the Lenders with
respect to any such L/C Disbursement. The Administrative Agent shall promptly
give each Lender notice thereof.

         (h) Interim Interest. If an Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, then, unless the Company shall
reimburse such L/C Disbursement in full on or before 2:00 p.m. New York City
time on the date of such L/C Disbursement, the unpaid amount thereof shall bear
interest for the account of such Issuing Bank, for each day from and including
the date of such L/C Disbursement, to but excluding the earlier of the date of
payment by the Company or the date on which interest shall commence to accrue
thereon as provided in Section 2.2(f), at the rate per annum that would apply to
such amount if such amount were an ABR Loan.

         (i) Resignation or Removal of an Issuing Bank. An Issuing Bank may
resign at any time by giving 180 days' prior written notice to the
Administrative Agent, the Lenders and the Company, and may be removed at any
time by the Company by notice to such Issuing Bank, the Administrative Agent and
the Lenders. Subject to the next succeeding paragraph, upon the acceptance of
any appointment as an Issuing Bank hereunder by a Lender that shall agree to
serve as a successor Issuing Bank, such successor shall succeed to and become
vested with all the interests, rights and obligations of the retiring Issuing
Bank and the retiring Issuing Bank shall be discharged from its obligations to
issue additional Letters of Credit hereunder. At the time such removal or
resignation shall become effective, the Company shall pay all accrued and unpaid
fees pursuant to Section 2.5(c)(ii). The acceptance of any appointment as an
Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement
entered into by such successor, in a form satisfactory to the Company and the
Administrative Agent, and, from and after the effective date of such agreement,
(i) such successor Lender shall have all the rights and obligations of the
previous Issuing Bank under this Agreement and the other Loan Documents and (ii)
references herein and in the other Loan Documents to the term "Issuing Bank"
shall be deemed to refer to such successor or to any previous Issuing Bank, or
to such successor and all previous Issuing Banks, as the context shall require.
After the resignation or removal of an Issuing Bank hereunder, the retiring
Issuing Bank shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Bank under this Agreement and the other
Loan Documents with respect to Letters of Credit issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters of
Credit.

         (j) Cash Collateralization. If (i) any Event of Default shall occur and
be continuing or (ii) to the extent and so long as the L/C Exposure exceeds the
Total Revolving Commitment, the Company shall, on the Business Day after the
Company receives notice from the Administrative Agent or the Required Lenders
(or, if the maturity of the Loans has been accelerated, Lenders holding
participations in outstanding Letters of Credit representing greater than 50% of
the aggregate undrawn amount of all outstanding Letters of Credit) thereof and
of the amount to be deposited, deposit in an account with the Collateral Agent
for the benefit of the Lenders, an amount in cash determined by the Collateral
Agent equal to the L/C Exposure as of such date. Such deposit shall be held by
the Collateral Agent as collateral


                                      -43-
<PAGE>   50

for the payment and performance of the Obligations. The Collateral Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits in Permitted Investments, which investments shall be made at
the option and sole discretion of the Collateral Agent, such deposits shall not
bear interest. Interest or profits, if any, on such investments shall accumulate
in such account. Moneys in such account shall (i) automatically be applied by
the Administrative Agent to reimburse any Issuing Bank for L/C Disbursements for
which it has not been reimbursed, (ii) be held for the satisfaction of the
reimbursement obligations of the Company for the L/C Exposure at such time and
(iii) if the maturity of the Loans has been accelerated (but subject to the
consent of Lenders holding participations in outstanding Letters of Credit
representing greater than 50% of the aggregate undrawn amount of all outstanding
Letters of Credit), be applied to satisfy the Obligations. If the Company is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Company within three Business Days after all
Events of Default have been cured or waived. If the Company is required to
provide an amount of cash collateral pursuant to clause (ii) of the first
sentence of this paragraph (j), such amount shall be returned to the Company
from time to time to the extent that the amount of such cash collateral held by
the Collateral Agent exceeds the excess, if any, of the L/C Exposure over the
Total Revolving Commitment so long as no Event of Default shall have occurred
and be continuing or shall have occurred in the immediately preceding three (3)
days.

         SECTION 2.24. Reporting Requirements of the Swingline Lender and
Issuing Banks.

         (a) Within two Business Days following the last day of each calendar
month, the Swingline Lender shall deliver to the Administrative Agent a
statement showing separately the average daily principal amount of the
Alternative Currency Swingline Loans and the Swingline Dollar Loans, as the case
may be, outstanding in each currency during the calendar quarter most recently
ended.

         (b) Within two Business Days following the last day of each calendar
month, each Issuing Bank shall deliver to the Administrative Agent a report
detailing all activity during the preceding month with respect to any Letters of
Credit issued by such Issuing Bank, including the face amount, the account
party, the beneficiary and the expiration date of such Letters of Credit and any
other information with respect thereto as may be requested by the Administrative
Agent.

                                   ARTICLE III

                         Representations and Warranties

         The Company and the Borrower Subsidiaries jointly and severally
represent and warrant to the Administrative Agent, the Collateral Agent, each of
the Issuing Banks and each of the Lenders that:

         SECTION 3.1. Organization; Powers. The Company and each of the
Subsidiaries (a) is a corporation or partnership or other organization duly
incorporated, formed or organized, as the case may be, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, formation
or organization, as the case may be, (b) has all requisite corporate,
partnership or similar power and authority to own its property and assets and to
carry on its business as now conducted and as proposed to be conducted, (c) is
qualified to do business in, and is in good standing in, every jurisdiction
where such qualification is required, except where the failure so to qualify
could not reasonably be expected to result in a Material Adverse Effect, and (d)
has the corporate power and authority to execute, deliver and perform its
obligations under each of the Loan Documents and each other agreement or
instrument


                                      -44-
<PAGE>   51

contemplated hereby to which it is or will be a party and, in the case of the
Company and the other Borrowers, to borrow hereunder.

         SECTION 3.2. Authorization. The execution, delivery and performance by
each Loan Party of each of the Loan Documents and the borrowings hereunder
(collectively, the "Transactions") (a) have been duly authorized by all
requisite corporate and, if required, stockholder action and (b) will not (i)
violate (A) any provision of law, statute, rule or regulation applicable to the
Company or any of its Subsidiaries, (B) the certificate or articles of
incorporation or other constitutive documents or by-laws of the Company or any
Subsidiary, (C) any order of any Governmental Authority applicable to the
Company or any Subsidiary or (D) any provision of any indenture, agreement or
other instrument to which the Company or any Subsidiary is a party or by which
any of them or any of their property is or may be bound, (ii) result in a breach
of or constitute (alone or with notice of lapse of time or both) a default
under, or give rise to any right to accelerate or to require the prepayment,
repurchase or redemption of any obligation under any such indenture, agreement
or other instrument, except, in the case of each of clauses (b)(i)(A),
(b)(i)(C), (b)(i)(D) and (b)(ii), where such violation, breach or default could
not reasonably be expected to result in a Material Adverse Effect or (iii)
result in the creation or imposition of any Lien upon or with respect to any
property or assets now owned or hereafter acquired by the Company or any
Subsidiary (other than any Lien created hereunder or under the Security
Documents).

         SECTION 3.3. Enforceability. This Agreement has been duly executed and
delivered by the Borrowers and constitutes, and each other Loan Document when
executed and delivered by each Loan Party thereto will constitute, a legal,
valid and binding obligation of such Loan Party enforceable against such Loan
Party in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

         SECTION 3.4. Governmental Approvals. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be required in connection with the Transactions, except for such as have
been made or obtained and are in full force and effect, except where the failure
to obtain the same could not reasonably be expected to result in a Material
Adverse Effect.

         SECTION 3.5. Financial Statements. The Company has heretofore furnished
to the Lenders its financial statements for its fiscal year ended September 30,
1999 (including its consolidated balance sheets as of September 30, 1999 and
statements of operations and cash flows for the fiscal year ended September 30,
1999) audited by and accompanied by the opinion of Deloitte & Touche LLP,
independent public accountants. Such financial statements present fairly in all
material respects the financial condition and results of operations of the
Company and its Subsidiaries as of such dates and for such periods. Such balance
sheets and the notes thereto disclose all material liabilities, direct or
contingent, of the Company and its Subsidiaries as of the dates thereof required
to be reflected in accordance with GAAP. Such financial statements were prepared
in accordance with GAAP applied on a consistent basis.

         SECTION 3.6. No Material Adverse Change. There has been no material
adverse change in the business, assets, operations, prospects, condition,
financial or otherwise, or material agreements of the Company and the
Subsidiaries, taken as a whole, since September 30, 1998.


                                      -45-
<PAGE>   52

         SECTION 3.7. Title to Properties; Possession Under Leases.

         (a) Each of the Company and the Subsidiaries has fee title to, or valid
leasehold interests in, all its material properties and assets, except for
defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties and assets for their
intended purposes. All such material properties and assets are or will be free
and clear of Liens, other than Liens expressly permitted by Section 6.2.

         (b) Each of the Company and the Subsidiaries has complied in all
material respects with all obligations under all material leases to which it is
a party and all such leases are in full force and effect. Each of the Company
and the Subsidiaries enjoys peaceful and undisturbed possession under all such
material leases.

         SECTION 3.8. Subsidiaries. Schedule 3.8 sets forth a list of all
Significant Subsidiaries and the percentage ownership interest therein as of the
Restatement Closing Date. The shares of capital stock or other ownership
interests so indicated on Schedule 3.8 are fully paid and non-assessable and are
owned by the Company, directly or indirectly through the Subsidiaries, free and
clear of all Liens, except for Liens permitted by Section 6.2. Schedule 3.8 sets
forth for each Significant Subsidiary the amount of intercompany Indebtedness of
each such Subsidiary which is a Permanent Capital Loan as of the Restatement
Closing Date.

         SECTION 3.9. Litigation; Compliance with Laws.

         (a) Except as set forth on Schedule 3.9, there are not any actions,
suits or proceedings at law or in equity or by or before any Governmental
Authority now pending or, to the knowledge of the Borrowers, threatened against
or affecting the Company or any of the Subsidiaries or any business, property or
rights of any such person (i) that involve any Loan Document or the Transactions
or (ii) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined in the ordinary course of such
action, suit or proceeding, at the time of such determination, could reasonably
be expected, individually or in the aggregate, to result in a Material Adverse
Effect.

         (b) None of the Company or any of the Subsidiaries or any of their
respective material properties or assets is in violation of, nor will the
continued operation of their material properties and assets as currently
conducted violate, any law, rule or regulation applicable to it (including any
zoning, building, Environmental Law, ordinance, code or approval or any building
permits) or any restrictions of record or agreements affecting such properties,
or is in default with respect to any judgment, writ, injunction, decree or order
of any Governmental Authority, where such violation or default could reasonably
be expected to result in a Material Adverse Effect.

         (c) No exchange control law or regulation materially restricts any
Borrower from complying with its obligations in respect of any Alternative
Currency Swingline Loan or Letter of Credit or any other Loan Party with respect
to its obligations under any Loan Document.

         SECTION 3.10. Agreements.

         (a) Neither the Company nor any of the Subsidiaries is a party to any
agreement or instrument or subject to any corporate restriction that has
resulted or could reasonably be expected to result in a Material Adverse Effect.


                                      -46-
<PAGE>   53

         (b) Neither the Company nor any of the Subsidiaries is in default in
any manner under any provision of any indenture or other agreement or instrument
evidencing indebtedness, or any other material agreement or instrument to which
it is a party or by which it or any of its properties or assets are or may be
bound, where such default could reasonably be expected to result in a Material
Adverse Effect.

         SECTION 3.11. Federal Reserve Regulations.

         (a) Neither the Company nor any of the Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock.

         (b) No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of, or that is inconsistent
with, the provisions of the Regulations of the Board, including Regulation U or
X.

         SECTION 3.12. Investment Company Act; Public Utility Holding Company
Act. Neither the Company nor any of the Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

         SECTION 3.13. Use of Proceeds. The Borrowers will use the proceeds of
the Loans only for working capital and other general corporate purposes
including acquisitions and repayment or prepayment of Indebtedness. The
Borrowers will request Letters of Credit only to support payment obligations
incurred in the ordinary course of business by the Company and the Subsidiaries.
Under no circumstances will the proceeds of the Loans or the Letter of Credit be
used to repay Convertible Debt.

         SECTION 3.14. Tax Returns. Each of the Company and the Subsidiaries has
filed or caused to be filed all federal, state, local and foreign tax returns or
materials required to have been filed by it and has paid or caused to be paid
all taxes due and payable by it and all assessments received by it (in each case
giving effect to applicable extensions), except taxes of an insignificant nature
or taxes that are being contested in good faith by appropriate proceedings and
for which the Company or such Subsidiary, as applicable, shall have set aside on
its books adequate reserves in accordance with GAAP.

         SECTION 3.15. No Material Misstatements. None of (a) the Confidential
Information Memorandum, or (b) any other information, report, financial
statement, exhibit or schedule furnished on or after the date of this Agreement
by or on behalf of any of the Borrowers in writing to the Administrative Agent
or any Lender in connection with any Loan Document or included therein or
delivered pursuant thereto contained as of the date thereof, contains or will
contain any material misstatement of fact or omitted, omits or will omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were, are or will be made, not misleading;
provided that to the extent any such information, report, financial statement,
exhibit or schedule was based upon or constitutes a forecast or projection or
pro forma estimate, each Borrower represents only that it acted in good faith
and utilized assumptions believed by it to be reasonable and used due care in
the preparation of such information, report, financial statement, exhibit or
schedule.

         SECTION 3.16. Employee Benefit Plans.

         (a) Each of the Company and its respective ERISA Affiliates is in
compliance in all material respects with the applicable provisions of ERISA and
the Code and the regulations and published interpretations thereunder. No ERISA
Event has occurred or is reasonably expected to occur that, when


                                      -47-
<PAGE>   54

taken together with all other such ERISA Events, could reasonably be expected to
result in a Material Adverse Effect. The present value of all benefit
liabilities under each Plan (based on those assumptions used to fund such Plan)
will not, as of the Restatement Closing Date, exceed the fair market value of
the assets of such Plan by more than $50,000,000.

         (b) Each Foreign Pension Plan is in compliance in all material respects
with all requirements of law applicable thereto and the respective requirements
of the governing documents for such plan except to the extent such
non-compliance could not reasonably be expected to result in a Material Adverse
Effect. With respect to each Foreign Pension Plan, none of the Company, its
Affiliates or any of its directors, officers, employees or agents has engaged in
a transaction which would subject the Company or any of the Subsidiaries,
directly or indirectly, to a tax or civil penalty which would reasonably be
expected to have a Material Adverse Effect. With respect to each Foreign Pension
Plan, reserves have been established in the financial statements furnished to
Lenders in respect of any unfunded liabilities to the extent required by
applicable law and prudent business practice or, where required, in accordance
with ordinary accounting practices in the jurisdiction in which such Foreign
Pension Plan is maintained. The aggregate unfunded liabilities, with respect to
such Foreign Pension Plans could not reasonably be expected to result in a
Material Adverse Effect. There are no actions, suits or claims (other than
routine claims for benefits) pending or to the knowledge of the Company and the
Subsidiaries threatened against the Company or any of its Affiliates with
respect to any Foreign Pension Plan which could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.

         SECTION 3.17. Environmental Matters. Except as set forth in Schedule
3.17:

         (a) The properties owned, leased or operated by each of the Company and
the Subsidiaries (the "Properties") do not contain any Hazardous Materials in
amounts or concentrations which (i) constitute, or constituted a violation of,
(ii) require Remedial Action under, or (iii) could give rise to liability under,
Environmental Laws, which violations, Remedial Actions and liabilities, in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;

         (b) The Properties and all operations of each of the Company and the
Subsidiaries are in compliance in all material respects, and in the last five
years (irrespective of whether the Company or the Subsidiaries then existed)
have been in compliance, with all Environmental Laws, and all necessary
Environmental Permits have been obtained and are in effect, except to the extent
that such non-compliance or failure to obtain any necessary permits, in the
aggregate, could reasonably be expected to not result in a Material Adverse
Effect;

         (c) There have been no Releases or threatened Releases at, from, under
or proximate to the Properties or otherwise in connection with the current or
former operations of the Company or the Subsidiaries or, in connection with such
Properties and operations obtained as a result of the Spin-off, of Rockwell,
which Releases or threatened Releases, in the aggregate, could reasonably be
expected to result in a Material Adverse Effect;

         (d) Neither the Company nor any of the Subsidiaries has received any
notice of an Environmental Claim in connection with the Properties or the
current or former operations of the Company or such Subsidiaries or with regard
to any person whose liabilities for environmental matters the Company or such
Subsidiaries has retained or assumed, in whole or in part, contractually, by
operation of law or otherwise, which, in the aggregate, could reasonably be
expected to result in a Material Adverse Effect, nor do the Company or the
Subsidiaries have reason to believe that any such notice will be received or is
being threatened; and


                                      -48-
<PAGE>   55

         (e) Hazardous Materials have not been transported from the Properties,
nor have Hazardous Materials been generated, treated, stored or disposed of at,
on or under any of the Properties in a manner that could give rise to liability
under any Environmental Law, nor have the Company or the Subsidiaries retained
or assumed any liability, contractually, by operation of law or otherwise, with
respect to the generation, treatment, storage or disposal of Hazardous
Materials, which liabilities, in the aggregate, could reasonably be expected to
result in a Material Adverse Effect.

         SECTION 3.18. Pledge Agreement. The Pledge Agreement is effective to
create in favor of the Collateral Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Collateral (as
defined in the Pledge Agreement) and, when the Collateral is delivered to the
Collateral Agent, the Pledge Agreement shall constitute a fully perfected first
priority Lien on, and security interest in, all right, title and interest of the
pledgors thereunder in such Collateral, in each case prior and superior in right
to any other person.

         SECTION 3.19. Labor Matters. As of the date hereof and the Restatement
Closing Date, there are no strikes, lockouts or slowdowns against the Company or
any of the Subsidiaries pending or, to the knowledge of the Borrowers,
threatened. As of the Restatement Closing Date, the hours worked by and payments
made to employees of the Company and the Subsidiaries have not been in violation
of the Fair Labor Standards Act or any other applicable federal, state, local or
foreign law dealing with such matters. As of the Restatement Closing Date, all
payments due from the Company or any of the Subsidiaries, or for which any claim
may be made against the Company or any such Subsidiary, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of the Company or such Subsidiary. The
consummation of the Transactions will not give rise to any right of termination
or right of renegotiation on the part of any union under any collective
bargaining agreement to which the Company or any of the Subsidiaries is bound.

         SECTION 3.20. Solvency. Immediately after the consummation of the
Transactions to occur on the Restatement Closing Date and immediately following
the making of each Loan and after giving effect to the application of the
proceeds of such Loans, to the knowledge of the Company and its Subsidiaries (a)
the fair value of the assets of the Loan Parties, at a fair valuation, will
exceed their debts and liabilities, subordinated, contingent or otherwise; (b)
the present fair saleable value of the property of the Loan Parties will be
greater than the amount that will be required to pay the probable liability of
their debts and other liabilities, subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured; (c) each Loan
Party will be able to pay its debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (d)
each Loan Party will not have unreasonably small capital with which to conduct
the business in which it is engaged as such business is now conducted and is
proposed to be conducted following the Restatement Closing Date.

         SECTION 3.21. Spin-off. The Company has heretofore furnished to each
Lender a true and correct copy of the Spin-off Form 10.


                                      -49-
<PAGE>   56

                                   ARTICLE IV

                              Conditions of Lending

         The obligations of the Lenders to make Loans and of the Issuing Banks
to issue Letters of Credit hereunder are subject to the satisfaction of the
following conditions:

         SECTION 4.1. All Credit Events. On the date of each Borrowing,
including each Borrowing of a Swingline Loan, and on the date of each issuance,
amendment or renewal of a Letter of Credit (each such event being called a
"Credit Event"):

         (a) The Administrative Agent shall have received a notice of such
Borrowing as required by Section 2.3 (or such notice shall have been deemed
given in accordance with Section 2.3) or, in the case of the issuance, amendment
or renewal of a Letter of Credit, the applicable Issuing Bank and the
Administrative Agent shall have received a notice requesting the issuance of
such Letter of Credit as required by Section 2.23(b) or, in the case of the
Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent
shall have received a notice requesting such Swingline Loan as required by
Section 2.22(b).

         (b) The representations and warranties set forth in Article III hereof
(including, without limitation, the representation in Section 3.6) shall be true
and correct in all material respects on and as of the date of such Credit Event
with the same effect as though made on and as of such date, except to the extent
such representations and warranties expressly relate to an earlier date.

         (c) The Company and each other Loan Party shall be in compliance with
all the terms and provisions set forth herein and in each other Loan Document on
its part to be observed or performed, and at the time of and immediately after
such Credit Event, no Default or Event of Default shall have occurred and be
continuing.

         Each Credit Event shall be deemed to constitute a representation and
warranty by the Borrowers on the date of such Credit Event as to the matters
specified in paragraphs (b) (except as aforesaid) and (c) of this Section 4.1.

         In the event that, after taking into account any extraordinary charge
to earnings taken or to be taken as of the end of any fiscal period of the
Company (a "Charge"), and if solely by virtue of such Charge, there would
reasonably be expected to be a breach of any of Sections 6.10, 6.11, 6.12, 6.13,
or 6.14 as of such fiscal period end date, upon the (i) date after such fiscal
period end date on which the Company announces publicly it will take, is taking
or has taken such Charge (including an announcement in the form of a statement
in a report filed with the Securities and Exchange Commission) or, (ii) if such
announcement is made prior to such fiscal period end date, the date that is such
fiscal period end date (it being understood, however, that in the event such
announcement is made prior to such fiscal period end date, the conditions of
lending in this Article IV shall be deemed not to be satisfied from the date of
such announcement through such fiscal period end date), the obligation of the
Lenders to make Loans and of the Issuing Banks to issue Letters of Credit
hereunder shall cease until the date the Company delivers to the Administrative
Agent its audited annual or unaudited quarterly financial statements in respect
of such fiscal period reflecting such Charge as taken.


                                      -50-
<PAGE>   57

         SECTION 4.2. Restatement Closing Date. On or prior to the Restatement
Closing Date:

         (a) The Administrative Agent shall have received counterparts of this
Agreement executed by all of the parties hereto (whether on the same or
different counterparts).

         (b) The Administrative Agent shall have received, on behalf of itself,
the Lenders and the Issuing Banks, (i) a favorable written opinion of Chadbourne
& Parke LLP, special counsel to the Company, substantially to the effect set
forth in Exhibit H, dated the Restatement Closing Date, addressed to the Issuing
Banks, the Administrative Agent and the Lenders, and (ii) favorable opinions of
local counsel to the Borrower Subsidiaries covering such matters relating to the
execution by the Borrower Subsidiaries of the Loan Documents as the
Administrative Agent shall reasonably request (such opinions to be similar to
opinions previously furnished in respect of the Borrower Subsidiaries under the
Existing Credit Agreement), and the Borrowers hereby request such counsel to
deliver such opinions.

         (c) All legal matters incident to this Agreement, the Borrowings and
extensions of credit hereunder and the other Loan Documents shall be reasonably
satisfactory to the Lenders, to the Issuing Banks and to the Administrative
Agent.

         (d) The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation or other organizational documents,
including all amendments thereto, of each Loan Party, certified as of a recent
date by the Secretary of State or other Governmental Authority of the state or
other jurisdiction of its organization, and a long-form certificate as to the
good standing of each Loan Party as of a recent date, from such Secretary of
State or other Governmental Authority; (ii) a certificate of the Secretary or
Assistant Secretary of each Loan Party dated the Restatement Closing Date and
certifying (A) that attached thereto is a true and complete copy of the By-laws
or other organizational documents of such Loan Party as in effect on the
Restatement Closing Date and at all times since a date prior to the date of the
resolutions described in clause (B) below, (B) that attached thereto is a true
and complete copy of resolutions duly adopted by the Board of Directors of such
Loan Party authorizing the execution, delivery and performance of the Loan
Documents to which such person is a party and, in the case of the Borrowers, the
borrowings hereunder, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, (C) that the certificate
or articles of incorporation of such Loan Party have not been amended since the
date of the last amendment thereto shown on the certificate of good standing
furnished pursuant to clause (i) above, and (D) as to the incumbency and
specimen signature of each officer executing any Loan Document or any other
document delivered in connection herewith on behalf of such Loan Party; (iii) a
certificate of another officer as to the incumbency and specimen signature of
the Secretary or Assistant Secretary executing the certificate pursuant to (ii)
above; and (iv) such other documents as the Lenders, the Issuing Banks or the
Administrative Agent may, reasonably request.

         (e) The Administrative Agent shall have received a certificate, dated
the Restatement Closing Date and signed by a Financial Officer of each of the
Borrowers, confirming compliance with the conditions precedent set forth in
paragraphs (b) and (c) of Section 4.1.

         (f) The Administrative Agent shall have received all Fees and other
amounts due and payable on or prior to the Restatement Closing Date, including
fees pursuant to Section 2.5(d) and (e), and, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrowers hereunder or under any other Loan Document.

         (g) The Pledge Agreement shall have been duly executed by the parties
thereto and delivered to the Collateral Agent and shall be in full force and
effect, and subject to Section 5.10(b), (i) all the


                                      -51-
<PAGE>   58

outstanding capital stock of each Significant Subsidiary and all intercompany
Indebtedness of each Significant Subsidiary, to the extent such Indebtedness is
a single Permanent Capital Loan in excess of $10,000,000 owed by any Significant
Subsidiary that is either a Domestic Subsidiary or a first tier Foreign
Subsidiary, shall have been duly and validly pledged thereunder to the
Collateral Agent for the ratable benefit of the Secured Parties, (ii)
certificates representing such shares and instruments representing such
intercompany Indebtedness, accompanied by instruments of transfer and stock
powers endorsed in blank, shall be in the actual possession of the Collateral
Agent, and (iii) the Administrative Agent shall have received such UCC-1
financing statements covering the Collateral under the Pledge Agreement as it
shall have requested.

         (h) The Subsidiary Guarantee Agreements and the Company Guarantee
Agreement shall have been duly executed by the parties thereto, shall have been
delivered to the Collateral Agent and shall be in full force and effect.

         (i) The Indemnity, Subrogation and Contribution Agreement shall have
been duly executed by the parties thereto, shall have been delivered to the
Collateral Agent and shall be in full force and effect.

         (j) The Administrative Agent shall have received (i) from the Company
and each lender party to the Existing Credit Agreement ("Terminating Lender")
which has not executed this Agreement, a confirmation that the Commitment of
such Lender under the Existing Credit Agreement has terminated and that on the
Restatement Closing Date such Lender shall cease to be a party hereto, and (ii)
from the Company, immediately available funds representing the aggregate amount,
if any, then owed to each Terminating Lender (including principal, interest,
fees and other amounts, if any, then outstanding).

Notwithstanding the foregoing, the conditions under Sections 4.2(b), 4.2(c),
4.2(d) and 4.2(e) above with respect to any Loan Party which is a Borrower
Subsidiary (the "Borrower Subsidiary Closing Conditions") do not need to be
satisfied until such time as any such Loan Party which is a Borrower Subsidiary
desires to obtain a Loan or Letter of Credit hereunder. Unless and until the
Borrower Subsidiary Closing Conditions are satisfied with respect to any Loan
Party which is a Borrower Subsidiary, the Lenders shall have no obligation to
make Loans to, and the Issuing Banks shall have no obligation to issue Letters
of Credit for the account of, such Loan Party. Failure to satisfy the Borrower
Subsidiary Closing Conditions with respect to any Loan Party which is a Borrower
Subsidiary shall not affect the obligation of the Lenders to make Loans to, or
the obligation of the Issuing Banks to issue Letters of Credit for the account
of, the Company or any other Loan Party that has satisfied the Borrower
Subsidiary Closing Conditions.

         SECTION 4.3. Restatement Closing Date Transactions.

         On the Restatement Closing Date:

         (a) the Collateral Agent shall release (and each of the Lenders hereby
authorizes the Collateral Agent to release) its Lien on all Mortgaged Properties
(as defined in the Mortgages furnished pursuant to the Existing Credit
Agreement) and its Lien on all Collateral (as defined in the Security Agreement
executed and delivered pursuant to the Existing Credit Agreement); it being
expressly understood, however, that the Collateral Agent shall retain a security
interest in the Collateral under and as defined in the Pledge Agreement;

         (b) the Borrower shall make a combination of Borrowings and/or
prepayments so that after giving effect thereto, the Revolving Exposure of each
Lender shall be ratable according to its respective Commitment; and


                                      -52-
<PAGE>   59

         (c) the Administrative Agent shall pay to each Terminating Lender, from
funds received pursuant to Section 4.2(k), the aggregate amount, if any, then
owed to such Terminating Lender.


                                   ARTICLE V

                              Affirmative Covenants

         The Company and each other Borrower jointly and severally covenants and
agrees with each Lender that so long as this Agreement shall remain in effect
and until the Commitments have been terminated and the principal of and interest
on each Loan, all Fees and all other expenses or amounts payable under any Loan
Document shall have been paid in full and all Letters of Credit have been
canceled or have expired and all amounts drawn thereunder have been reimbursed
in full, unless the Required Lenders shall otherwise consent in writing, the
Borrowers will, and will cause each of the Subsidiaries to:

         SECTION 5.1. Existence; Businesses and Properties

         (a) Do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence, except as otherwise expressly
permitted under Section 6.5.

         (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated or in
an otherwise prudent manner; comply in all material respects with all applicable
laws, rules, regulations (including any zoning, building, Environmental Law,
ordinance, code or approval or any building permits or any restrictions of
record or agreements affecting its properties) and decrees and orders of any
Governmental Authority, whether now in effect or hereafter enacted unless
failure to comply could not reasonably be expected to result in a Material
Adverse Effect; and at all times maintain and preserve all property material to
the conduct of such business and keep such property in working order and
condition and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
conducted at all times in a commercially reasonably manner.

         SECTION 5.2. Insurance. Maintain, with financially sound and reputable
independent insurers, insurance with respect to its properties and business
against losses and damages of the kinds and in amounts which are deemed prudent
by the Company in its reasonable business judgment and within the general
parameters customary among similarly situated businesses in the Company's
industry.

         SECTION 5.3. Obligations and Taxes. Pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise that, if unpaid, could
reasonably be expected to give rise to a Lien upon such properties or any part
thereof; provided, however, that such payment and discharge shall not be
required with respect to any such Indebtedness, obligation, tax, assessment,
charge, levy or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings and each Borrower


                                      -53-
<PAGE>   60

or Subsidiary, as the case may be, shall have set aside on its books reserves
with respect thereto in accordance with GAAP.

         SECTION 5.4. Financial Statements, Reports, etc. In the case of the
Company, furnish to the Administrative Agent for distribution by the
Administrative Agent to each Lender:

         (a) within 100 days after the end of each fiscal year, its consolidated
balance sheet and related statements of operations, stockholders' equity and
cash flows showing the financial condition of the Company and its consolidated
Subsidiaries as of the close of such fiscal year and the results of its
operations and the operations of such Subsidiaries during such year, all audited
by Deloitte & Touche LLP or other independent public accountants of recognized
national standing (or otherwise reasonably acceptable to the Required Lenders)
and accompanied by an opinion of such accountants (which shall not be qualified
in any material respect) to the effect that such consolidated financial
statements fairly present the financial condition and results of operations of
the Company and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied;

         (b) within 50 days after the end of each of the first three fiscal
quarters of each fiscal year, its unaudited consolidated balance sheet and
related statements of operations and cash flows showing the financial condition
of the Company and its consolidated Subsidiaries as of the close of such fiscal
quarter and the results of its operations and the operations of such
Subsidiaries during such fiscal quarter and then elapsed portion of the fiscal
year, all certified by one of its Financial Officers as fairly presenting in all
material respects the financial condition and results of operations of the
Company and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments (it
is understood that the Company may, at its option, satisfy its obligations to
deliver financial statements under subparagraphs (a) and (b) above by delivery
of its Form 10-K and 10-Q, respectively, for any relevant fiscal year or
quarterly period, as filed by the Company with the Securities and Exchange
Commission (the "SEC"), or any Governmental Authority succeeding to any or all
of the functions of said Commission so long as such Form 10-K or 10-Q contains
the financial statements required under these subparagraphs (a) and (b));

         (c) concurrently with any delivery of financial statements under
subparagraph (a) or (b) above, a certificate of a Financial Officer (i)
certifying such statements, (ii) certifying that no Default or Event of Default
has occurred or, if such a Default or Event of Default has occurred, specifying
the nature and extent thereof and any corrective action taken or proposed to be
taken with respect thereto, (iii) setting forth reasonably detailed calculations
demonstrating compliance with Sections 6.10, 6.11, 6.12, 6.13, 6.14, and (iv)
setting forth a reasonably detailed calculation of the Total Debt to
Capitalization Ratio;

         (d) promptly after the same become publicly available, copies of all
periodic and other reports on Forms 10-K, 10-Q and 8-K, proxy statements and
registration statements on Forms S-1, S-3 or S-4 filed by the Company or any
Subsidiary with the SEC, or with any national securities exchange, or
distributed to its shareholders, as the case may be; provided, however, that
unless otherwise requested under Section 5.4(e), the Company shall not be
required to furnish copies of any prospectus supplement filed in respect of, or
post-effective amendment of, any registration statement if such prospectus
supplement or post-effective amendment is filed solely to amend or supplement
information concerning any matter under the headings "Selling Securityholders"
or "Plan of Distribution" set forth in such registration statement or in any
other prospectus supplement relating to, or post-effective amendment of, such
registration statement; and


                                      -54-
<PAGE>   61

         (e) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of the Company or any
Subsidiary, or compliance with the terms of any Loan Document, as the
Administrative Agent or any Lender may reasonably request.

         SECTION 5.5. Litigation and Other Notices. Furnish to the
Administrative Agent, the Issuing Banks and each Lender, promptly after
obtaining knowledge thereof, written notice of the following:

         (a) any Default or Event of Default, specifying the nature and extent
thereof and the corrective action (if any) taken or proposed to be taken with
respect thereto;

         (b) the filing or commencement of, or any threat or notice of intention
of any person to file or commence, any action, suit or proceeding, whether at
law or in equity or by or before any Governmental Authority, against any
Borrower or any Affiliate thereof that could reasonably be expected to result in
a Material Adverse Effect;

         (c) any development with respect to the Company or any Subsidiary that
has resulted in, or could reasonably be expected to result in, a Material
Adverse Effect; and

         (d) any amendment, modification or waiver of any of the terms of the
Spin-off from those described in the Spin-off Form 10 or the Spin-off Agreements
which is or could reasonably be expected to be adverse to the Lenders.

         SECTION 5.6. Employee Benefits. (a) Comply in all material respects
with the applicable provisions of ERISA and the Code and the laws applicable to
any Foreign Benefit Plan and (b) furnish to the Administrative Agent as soon as
possible after, and in any event within 10 days after any Responsible Officer of
any Borrower or any Affiliate knows that any ERISA Event has occurred that,
alone or together with any other ERISA Event could reasonably be expected to
result in liability of the Borrowers in an aggregate amount exceeding
$25,000,000 (or the Dollar Equivalent thereof in another currency), a statement
of a Financial Officer of the Company setting forth details as to such ERISA
Event and the action, if any, that the Company proposes to take with respect
thereto.

         SECTION 5.7. Maintaining Records; Access to Properties and Inspections.
Keep proper books of record and account in which full, true and correct entries
in conformity in all material respects with GAAP and all requirements of law are
made of all dealings and transactions in relation to its business and
activities. The Company will, and will cause each Subsidiary to, permit the
Administrative Agent and the Collateral Agent, by their respective
representatives and agents, and any reasonable number of representatives of the
Lenders, to inspect (at no cost to the Company or any Subsidiary unless a
Default or Event of Default exists and is continuing) any of the property,
corporate books and financial records of the Company and each Subsidiary, to
examine and make copies of the books of accounts and other financial records of
the Company and each Subsidiary, and to discuss the affairs, finances and
accounts of the Company and each Subsidiary with, and to be advised as to the
same by, their respective officers at such reasonable times and intervals as the
Administrative Agent or the Collateral Agent or such Lenders, as the case may
be, may designate.

         SECTION 5.8. Use of Proceeds. Use the proceeds of the Loans and request
the issuance of Letters of Credit only for the purposes set forth in Section
3.13.

         SECTION 5.9. Compliance with Environmental Laws. Comply, and cause all
lessees and other persons occupying its Properties to comply, in all material
respects with all Environmental Laws


                                      -55-
<PAGE>   62

and Environmental Permits applicable to its operations and Properties; obtain
and renew all Environmental Permits necessary for its operations and Properties;
and conduct any Remedial Action required under applicable Environmental Laws;
provided, however, that neither the Company nor any of the Subsidiaries shall be
required to undertake any Remedial Action to the extent that its obligation to
do so is being, or would be, if a proceeding were commenced against the Company
or its Subsidiaries, contested in good faith and by proper proceedings and
appropriate reserves are being maintained with respect to such circumstances in
accordance with GAAP.

         SECTION 5.10. Security

         (a) Cause each Domestic Subsidiary which is a Significant Subsidiary to
execute a Subsidiary Guarantee Agreement, Indemnity Subrogation and Contribution
Agreement and each applicable Security Document in favor of the Collateral
Agent.

         (b) (i) Comply and cause each Domestic Subsidiary which is a
Significant Subsidiary party to the Pledge Agreement to comply with all of its
obligations under the Pledge Agreement; and (ii) from time to time, take such
additional action as the Administrative Agent at the direction of the Required
Lenders shall reasonably specify so that the Obligations shall be secured by
first perfected security interests with respect to all of the shares of stock of
each Significant Subsidiary and the Indebtedness of each Significant Subsidiary
to the Company or any other Subsidiary; provided, however, that (A) to the
extent to do so would cause adverse tax consequences to the Company, neither the
Company nor any Domestic Subsidiary of the Company shall be required to pledge
more than 65% of the capital stock of any Foreign Subsidiary and no Foreign
Subsidiary shall be required to pledge the capital stock or Indebtedness of any
of its Foreign Subsidiaries; and (B) neither the Company nor any Domestic
Subsidiary shall be required to pledge any such Indebtedness unless such
Indebtedness is a single Permanent Capital Loan in excess of $10,000,000 owed by
any Significant Subsidiary that is either a Domestic Subsidiary or a first tier
Foreign Subsidiary.

         (c) Following any ratings downgrade which results in an S&P Rating of B
or less (and a Moody's Rating of B2 or less in the event of a Moody's Rating),
within 45 days after notice thereof to the Company from the Administrative Agent
or any Lender, furnish and cause each of its Domestic Subsidiaries to furnish to
the Collateral Agent, as security for the Obligations (but subject to the
proviso in Section 5.10(b)(ii)(A)), a perfected Lien (free of all other Liens
other than Liens permitted hereunder) on substantially all of the assets of the
Company and its Domestic Subsidiaries, all pursuant to such documentation as
shall be in form and substance reasonably satisfactory to the Required Lenders.
The obligations of the Company under this Section 5.10(c) are in addition to its
obligations under Section 5.10(b).

         (d) Execute any and all further documents, financing statements,
agreements and instruments, and take all further action (including filing
Uniform Commercial Code and other financing statements, and pledge agreements)
that may be required under applicable law, or that the Required Lenders or the
Collateral Agent may reasonably request, as necessary to effectuate the
transactions contemplated by the Loan Documents and in order to grant, preserve,
protect and perfect the validity and first priority of the security interests
created or intended to be created by the Security Documents.

         SECTION 5.11. Spin-off. Cause Rockwell to comply in all material
respects with all of its obligations under the Spin-off Agreements, other than
such non-compliance as could not reasonably be expected to have a Material
Adverse Effect.


                                      -56-
<PAGE>   63

                                   ARTICLE VI

                               Negative Covenants

         The Borrowers jointly and severally covenant and agree with each Lender
that so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, the Borrowers will not, and will not
cause or permit any of the Subsidiaries which is not a Borrower, to:

         SECTION 6.1. Restricted Indebtedness. (a) Incur, create or assume any
Restricted Indebtedness if any Default (including, without limitation, any
Default with respect to Sections 6.10 through and including 6.14, as reasonably
determined on a pro forma basis) or Event of Default exists or will result from
the incurrence, creation or assumption of such Restricted Indebtedness or (b)
incur, create or assume any Indebtedness referred to in clause (i) of the
definition of Restricted Indebtedness if any Default (including, without
limitation, any Default with respect to Sections 6.10 through and including
6.14, as reasonably determined on a pro forma basis) or Event of Default exists
or will result from the incurrence, creation or assumption of such Indebtedness.

         SECTION 6.2. Liens. Create, incur, assume or permit to exist any Lien
on any property or assets (including stock or other securities of any person,
including any Subsidiary) now owned or hereafter acquired by it or on any income
or revenues or rights in respect of any thereof, except:

         (a) Liens on property or assets of the Company and the Subsidiaries
existing on the Restatement Closing Date and set forth in Schedule 6.2;

         (b) any Lien created under the Loan Documents;

         (c) any Lien existing on any property or asset prior to the acquisition
thereof by the Company or any Subsidiary; provided that (i) such Lien is not
created in contemplation of or in connection with such acquisition, and (ii)
such Lien does not apply to any other property or assets of the Company or any
Subsidiary;

         (d) Liens for taxes, assessments and governmental charges not yet due
or which are being contested in compliance with Section 5.3;

         (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's
or other like Liens arising in the ordinary course of business and securing
obligations that are not more than 45 days past due or which are being contested
in compliance with Section 5.3;

         (f) pledges and deposits made in the ordinary course of business in
compliance with workmen's compensation, unemployment insurance and other social
security laws or regulations;

         (g) deposits to secure the performance of bids, trade contracts (other
than for Indebtedness), leases (other than Capital Lease Obligations), statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature incurred in the ordinary course of business;


                                      -57-
<PAGE>   64

         (h) zoning restrictions, easements, rights-of-way, restrictions on use
of real property and other similar encumbrances incurred in the ordinary course
of business which, in the aggregate, are not substantial in aggregate amount and
do not materially detract from the value of the property subject thereto or
interfere with the ordinary conduct of the business of the Company or any of the
Subsidiaries;

         (i) purchase money security interests in real property, improvements
thereto or equipment hereafter acquired (or, in the case of improvements,
constructed) by the Company or any Subsidiary; provided that (i) such security
interests secure Indebtedness consisting of Indebtedness described in exception
clause (i) of the definition of Restricted Indebtedness, (ii) such security
interests are incurred, and the Indebtedness secured thereby is created, within
90 days after such acquisition (or construction), (iii) the Indebtedness secured
thereby does not exceed 100% of the lesser of the cost or the fair market value
of such real property, improvements or equipment at the time of such acquisition
(or construction) and (iv) such security interests do not apply to any other
property or assets of the Company or any Subsidiary;

         (j) Liens arising from the rendering of a final judgment or order that
does not give rise to an Event of Default or other similar Liens (not exceeding
$25,000,000 in the aggregate) arising in connection with legal proceedings so
long as the execution or other enforcement thereof is effectively stayed and the
claims secured thereby are being contested in good faith by appropriate
proceedings and the Company or such Subsidiary, as the case may be, has
established appropriate reserves against such claims in accordance with GAAP;

         (k) Liens securing Refinancing Indebtedness, to the extent that the
Indebtedness being refinanced was originally secured in accordance with this
Section 6.2; provided that such Lien does not apply to any additional property
or assets of the Company or any Subsidiary;

         (l) Liens in favor of any Borrower or any Subsidiary Guarantor;

         (m) Liens on the Property of a person that is merged with or into the
Company or a Subsidiary or of a Person that becomes a Subsidiary after the
Restatement Closing Date (in each case to the extent such merger, acquisition or
investment is otherwise permitted by this Agreement); provided that (A) such
Liens existed at the time such person was so merged or became a Subsidiary and
were not created in anticipation of any such transaction, (B) any such Lien does
not by its terms cover any additional property or assets acquired after the time
such person was so merged or became a Subsidiary (other than pursuant to
after-acquired property clauses contained in documentation in effect at the time
such Person becomes a Subsidiary), (C) any such Lien does not by its terms
secure any Indebtedness other than Indebtedness existing immediately prior to
the time such person was so merged or became a Subsidiary and (D) the aggregate
value of all such Liens shall not exceed $7,500,000;

         (n) Liens resulting from the deposit of funds or evidences of
Indebtedness in trust for the purpose of defeasing Indebtedness of the Company
or any Subsidiary; provided that no Default or Event of Default shall exist
before or as a result of the making of such deposit;

         (o) Bank setoff rights arising in the ordinary course of business;

         (p) Any interest or title of a lessor in the property subject to any
Capitalized Lease Obligation (to the extent such Capitalized Lease Obligation is
otherwise permitted by this Agreement) or operating lease (including any
synthetic lease);


                                      -58-
<PAGE>   65

         (q) Liens on receivables which (i) are subject to the Receivables
Factoring, or (ii) are sold or transferred pursuant to Section 6.5(ii)(F);

         (r) Liens on the Chartered Semiconductor Investments and any other
Investments that may have been or may be distributed thereon or in exchange or
conversion thereof or in substitution therefor;

         (s) Any extension, renewal or replacement (or successive extension,
renewal, or replacement) in whole or in part, of any Lien referred to in the
foregoing clauses (a) through (r) inclusive; provided, however, that the
principal amount of the Indebtedness or other obligation secured thereby shall
not exceed the principal amount of the Indebtedness or other obligation so
secured at the time of such extension, renewal or replacement, and that such
extension, renewal or replacement shall be limited to all or a part of the
property which secured the Lien so extended, renewed or replaced (plus
improvements on such property); and

         (t) Liens securing Indebtedness or other obligations which are not
otherwise permitted by the foregoing clauses of this Section 6.2; provided that
the aggregate outstanding principal amount of the Indebtedness plus the amount
of such other obligations secured by all such Liens shall not exceed
$25,000,000.

         SECTION 6.3. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a "Sale and Leaseback");
provided that the Company or any Subsidiary may enter into any such transaction
to the extent that the Capital Lease Obligations and Liens associated therewith
would be permitted under this Agreement.

         SECTION 6.4. Acquisitions, Investments, Loans and Advances.

         (a) From and after the Restatement Closing Date, except as otherwise
provided in Section 6.4(b); (i) purchase or acquire, for money or Indebtedness,
any capital stock or equity securities of any person other than any Subsidiary
Guarantor which is a Domestic Subsidiary; (ii) purchase or acquire, for money or
Indebtedness, all or any substantial portion of the business, property or assets
of any person other than any Subsidiary Guarantor which is a Domestic
Subsidiary; (iii) make any capital contribution to or other equity investment in
any person other than any Subsidiary Guarantor which is a Domestic Subsidiary;
or (iv) purchase or acquire Indebtedness of, lend money or credit or make
advances to, any person other than any Subsidiary Guarantor which is a Domestic
Subsidiary. (The transactions referred to in clauses (a)(i) through (a)(iv) are
hereinafter referred to as "Investments").

         (b) Notwithstanding the provisions in Section 6.4(a), but subject to
the other provisions in this Agreement, the Company and its Subsidiaries may
make the following Investments:

                  (i) Investments existing on the Restatement Closing Date and
         set forth in Schedule 6.4 and any other Investments that may be
         distributed thereon or in exchange or conversion thereof or in
         substitution therefor;

                  (ii) investments selected by the Company in accordance with
         its Investment Authority policy as adopted by the Company on December
         14, 1998 (as the same may be amended from time to time);


                                      -59-
<PAGE>   66

                  (iii) loans and advances to officers and employees in the
         ordinary course of business, and loans and advances to participants in
         any stock-based benefit plan of the Company or any Subsidiary of the
         Company, which loan or advance is made pursuant to or in connection
         with any such plan;

                  (iv) Capital Expenditures permitted pursuant to Section 6.10;

                  (v) cash collateral provided to the Collateral Agent pursuant
         to the Loan Documents;

                  (vi) promissory notes issued by any purchaser in connection
         with any sale of assets permitted by this Agreement;

                  (vii) accounts receivable of the Company and its Subsidiaries
         arising in the ordinary course of business;

                  (viii) Contingent Obligations of any person, acquired in the
         ordinary course of business and constituting Indebtedness permitted
         hereunder;

                  (ix) Investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in good faith settlement of delinquent obligations of,
         and other disputes with, customers and suppliers arising in the
         ordinary course of business;

                  (x) (i) intercompany loans and advances between or among the
         Company and any Domestic Subsidiaries to fund working capital needs
         incurred in the ordinary course of business; (ii) intercompany loans
         and advances to a Foreign Subsidiary to fund working capital needs
         incurred in the ordinary course of business including intercompany
         advances to a Foreign Subsidiary to permit such Foreign Subsidiary to
         make advances to suppliers and vendors pursuant to clause (iii); (iii)
         advances made in the ordinary course of business to suppliers and
         vendors of the Company or its Subsidiaries; and (iv) other intercompany
         Investments comprising the Foreign Subsidiary Reorganization;

                  (xi) Investments made with the Net Cash Proceeds from issuance
         of equity securities or Convertible Debt of the Company (x) within nine
         months of receipt of such Net Cash Proceeds (or within nine months of
         the Restatement Closing Date in the case of Convertible Debt issued in
         2000 prior to the Restatement Closing Date) or (y) within eighteen
         months of receipt of such Net Cash Proceeds if within nine months of
         such receipt (1) the Company has a binding commitment to make such
         Investment within such eighteen month period subject only to the
         satisfaction of closing conditions normal and customary for the type of
         Investment to be made, or to the satisfaction of post-closing
         conditions for such Investment, including any earnout, escrow, reserve,
         deferred payment or contingent purchase price payment provisions, as
         the Company, in its reasonable discretion, may consider necessary or
         appropriate for the Investment to be made and (2) the Company has
         furnished to the Administrative Agent written notice of any such
         Investment which notice identifies the Investment to be made and the
         aggregate amount of Net Cash Proceeds to be used to make such
         Investment;

                  (xii) Investments consisting of Hedging Agreements; and

                  (xiii) other Investments of any kind directly or indirectly in
         a Related Business; provided that:


                                      -60-
<PAGE>   67

                           (A) no Default or Event of Default exists at the time
                  of making such Investment or would result from the making of
                  such Investment; and

                           (B) the Company shall have delivered to the
                  Administrative Agent a certificate certifying that at the time
                  of and immediately after giving effect to any such Investment,
                  the ratio ("Pro Forma Leverage Ratio") of (1) the Total Debt
                  of the Company and its Subsidiaries on the date of such
                  Investment (including all Indebtedness incurred in connection
                  with or resulting from such Investment that would constitute
                  Total Debt) to (2) the sum of, without duplication, (I) Pro
                  Forma Acquisition EBITDA of the entity, business, property or
                  assets acquired pursuant to such Investment, plus (II)
                  Consolidated EBITDA, in each case for the period of four
                  fiscal quarters most recently ended on or prior to the date of
                  the financial statements most recently furnished to the
                  Administrative Agent, shall be equal to or less than 2.25:1 on
                  the subject date; provided that the Company shall have no
                  obligation to deliver such certificate unless the aggregate
                  acquisition cost payable or paid in money of all such
                  Investments for which no such certificate has been delivered
                  exceeds $100,000,000 in any fiscal quarter, in which case such
                  certificate shall be delivered not later than ten Business
                  Days following the date such Investment is completed; and

                           (C) in the case of an Investment in a Foreign Entity,
                  immediately before and after giving effect thereto, the dollar
                  value of the aggregate of all Investments made after the
                  Restatement Closing Date by the Company and its Subsidiaries
                  in Foreign Entities (excluding (i) Investments made with the
                  Net Cash Proceeds from issuance of equity securities or
                  Convertible Debt of the Company pursuant to Section 6.4(b)(xi)
                  above; (ii) Investments the purchase price of which is payable
                  in stock of the Company; (iii) Investments which comprise
                  loans or advances to any Subsidiary; and (iv) Investments
                  representing advances in the ordinary course of business to
                  suppliers and vendors) shall not exceed 5% of the aggregate
                  assets (whether tangible or intangible) of the Company and its
                  Subsidiaries, determined on a consolidated basis in accordance
                  with GAAP as of the date of the most recent financial
                  statements filed pursuant to Section 5.4; it being understood,
                  however, that for purposes of this clause (C) all Investments
                  (other than the determination of aggregate assets) shall be
                  valued at cost. This clause (C) shall not permit Investments
                  of the type referred to in Section 6.4(a)(iv) in a Foreign
                  Entity in which neither the Company nor any of its
                  Subsidiaries holds an Investment consisting of capital stock
                  or other equity interests.

         SECTION 6.5. Mergers, Consolidations and Sales of Assets. Merge into or
consolidate with any other person, or permit any other person to merge into or
consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or, any substantial part of its
assets (whether now owned or hereafter acquired) or any capital stock of any
Subsidiary except that:

                  (i) if at the time thereof and immediately after giving effect
         thereto no Default or Event of Default shall have occurred and be
         continuing.

                           (A) any wholly-owned Subsidiary may merge into the
                  Company in a transaction in which the Company is the surviving
                  corporation;


                                      -61-
<PAGE>   68

                           (B) any wholly-owned Subsidiary may merge into or
                  consolidate with any other wholly-owned Subsidiary that is a
                  Domestic Subsidiary in a transaction in which the surviving
                  entity is a wholly-owned Subsidiary and is a Domestic
                  Subsidiary, and no person other than the Company or a
                  wholly-owned Subsidiary that is a Subsidiary Guarantor and is
                  a Domestic Subsidiary receives any consideration; provided
                  that, to the extent that the surviving entity is a Domestic
                  Subsidiary which is a Significant Subsidiary, it shall execute
                  a Subsidiary Guarantee Agreement;

                           (C) the Company or any Subsidiary may merge or
                  consolidate with any other person in connection with any
                  Investment permitted by Section 6.4(b)(i), provided that, (1)
                  to the extent the Company is a party to such a merger or
                  consolidation with a Foreign Entity, the Company shall be the
                  surviving corporation and (2) to the extent the Company is a
                  party to any merger with any other entity in which such entity
                  is the survivor, such entity shall have assumed the
                  obligations of the Company under the Loan Documents pursuant
                  to an agreement and supporting documents acceptable to the
                  Administrative Agent;

                           (D) any wholly-owned Foreign Entity may merge into or
                  consolidate with any other wholly-owned Foreign Entity;

                           (E) any wholly-owned Foreign Entity may merge into or
                  consolidate with the Company or any wholly-owned Subsidiary
                  that is a Domestic Subsidiary in a transaction in which the
                  surviving entity is the Company or a wholly-owned Subsidiary
                  that is a Domestic Subsidiary;

                           (F) any Foreign Entity may merge into or consolidate
                  with any wholly-owned Foreign Entity in a transaction in which
                  the surviving entity is a wholly-owned Foreign Entity in a
                  transaction permitted by Section 6.4; and

                           (G) the Company or any Subsidiary may sell, assign,
                  contribute, distribute, exchange, lease or otherwise transfer
                  the capital stock of any Subsidiary (the "Transferred
                  Subsidiary") to the Company or to any other Subsidiary of the
                  Company, at any time; provided that after giving effect to any
                  such transfer either (1) the Transferred Subsidiary is,
                  directly or indirectly, a wholly-owned Subsidiary of the
                  Company or (2) there is no change in the Company Share which
                  the Company and the wholly-owned Subsidiaries of the Company
                  hold, directly or indirectly in the capital or profits of the
                  Transferred Subsidiary; and

                  (ii) the Company or any Subsidiary may consummate:

                           (A) Sales, leases, transfers or other dispositions of
                  inventory, marketable securities, cash and cash equivalents in
                  the ordinary course of business;

                           (B) Sales, leases, transfers or other dispositions of
                  obsolete property or property no longer used or useful in the
                  business of the Company or its Subsidiaries;


                                      -62-
<PAGE>   69

                           (C) Sales, leases, transfers or other dispositions of
                  property that (i) the Company shall have given the
                  Administrative Agent written notice (within 60 days after the
                  occurrence of such sale or disposition of property) of the
                  Company's intention to replace such property with other
                  property which has a fair market value not materially less
                  than the property sold or otherwise disposed of and (ii) the
                  Company shall replace such property within 180 days of such
                  sale or other disposition with other property which has a fair
                  market value not materially less than the property sold or
                  otherwise disposed of;

                           (D) Sales, leases, transfers or other dispositions of
                  motor vehicles, office or other equipment in the ordinary
                  course of business and not material in aggregate amount;

                           (E) Sales, leases, transfers or other dispositions of
                  the Chartered Semiconductor Investments and any other
                  Investments that may have been or may be distributed thereon
                  or in exchange or conversion thereof or in substitution
                  therefor;

                           (F) Sales or other dispositions of accounts
                  receivable at a purchase price which is payable in cash and
                  represents the fair market value of such accounts receivable,
                  less any discount the Company in its reasonable discretion
                  considers appropriate;

                           (G) Sales or other dispositions comprising the
                  Foreign Subsidiary Reorganization; and

                           (H) Asset Sales which meet each of the following
                  conditions: (i) the consideration received is at least equal
                  to the fair market value of such assets; (ii) at least 75% of
                  the consideration received is cash; (iii) after giving effect
                  to the sale or other disposition of the assets included within
                  the Asset Sale, the Company is in compliance on a pro forma
                  basis with the covenants set forth in Sections 6.10, 6.11,
                  6.12, 6.13 and 6.14 recomputed for the most recently ended
                  fiscal quarter for which information is available and is in
                  compliance with all other terms and conditions contained in
                  this Agreement, (iv) the aggregate value of all such Asset
                  Sales (measured on a net book value basis without giving
                  effect to any write-ups or write-downs taken in connection
                  therewith or in anticipation thereof; provided that for the
                  sale of investments in securities of persons that are not
                  Subsidiaries, such investments shall be measured on a
                  historical cost basis) in any fiscal year is less than 10% of
                  Net Worth of the Company at the beginning of such fiscal year;
                  and (v) no Default or Event of Default shall result from any
                  such Asset Sale.

         SECTION 6.6. Dividends and Distributions; Restrictions on Ability of
Subsidiaries to Pay Dividends.

         (a) At any time a Default or Event of Default shall exist or will
result therefrom, declare or pay, directly or indirectly, any dividend or make
any other distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, with respect to any shares of its
capital stock or directly or indirectly redeem, purchase, retire or otherwise
acquire for value (or permit any Subsidiary to purchase or acquire) any shares
of any class of its capital stock or set aside any amount for


                                      -63-
<PAGE>   70

any such purpose; provided, however, that the Company may at any time pay
dividends or acquire securities with respect to its capital stock solely in
additional shares of its capital stock.

         (b) Permit the Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction (other than under the Loan Documents) on the ability of any such
Subsidiary to (i) pay any dividends or make any other distributions on its
capital stock or any other equity interest (other than any dividend payment
priorities or restrictions among different classes of capital stock or equity
securities) or (ii) make or repay any loans or advances to the Company or the
parent of such Subsidiary.

         SECTION 6.7. Transactions with Affiliates. Sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates, except
that the Company or any Subsidiary may engage in any of the foregoing
transactions at prices and on terms and conditions not less favorable to the
Company or such Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, and except that this Section shall not apply to any
transaction between or among the Company and wholly-owned Subsidiaries or
between or among Rockwell and the Company or any Subsidiary in connection with
the Spin-off as disclosed on Schedule 6.7 or pursuant to the Spin-off
Agreements. Notwithstanding the foregoing, the Company and its Subsidiaries may
effect the Foreign Subsidiary Reorganization.

         SECTION 6.8. Business of the Company and Subsidiaries. Engage at any
time in any business or business activity other than the Related Business.

         SECTION 6.9. Fiscal Year. Permit the fiscal year of the Company to end
on a day other than September 30 or the Friday closest to September 30 or permit
any amendment or modification to be made to its certificate or articles of
incorporation or by-laws which is materially adverse to the interests of the
Lenders.

         SECTION 6.10. Capital Expenditures. Permit the aggregate amount of
Consolidated Capital Expenditures made by the Company and the Subsidiaries,
taken as a whole, during any period of four consecutive fiscal quarters to
exceed 25% of consolidated revenues of the Company and the Subsidiaries for such
period in accordance with GAAP.

         SECTION 6.11. Consolidated Leverage Ratio. Permit, at any time, the
Consolidated Leverage Ratio to be more than 2.50 to 1.00 as at the last day of
any fiscal quarter of the Company.

         SECTION 6.12. Minimum Net Worth. Permit, at any time, the Net Worth of
the Company to be less than the sum of (a) 80% of Net Worth of the Company as of
December 31, 1998, plus (b) 50% of positive Consolidated Net Income after the
Distribution Date, plus (c) with respect to the issuance or sale of capital
stock of the Company or the conversion of indebtedness of the Company into
equity of the Company, in each case occurring after the Distribution Date, 50%
of the aggregate Net Cash Proceeds received by the Company from such issuance or
sale of capital stock plus 50% of the principal amount of any indebtedness so
converted if such issuance, sale or conversion occurs at a time when the Company
shall have no S&P Rating and no Moody's Rating or at a time when the Company's
S&P Rating and Moody's Rating are both lower than BBB- and Baa3, respectively.

         SECTION 6.13. Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio to be less than 5.00 to 1.00 as at the last
day of any fiscal quarter of the Company.


                                      -64-
<PAGE>   71

         SECTION 6.14. Minimum Cash Balance. Permit the sum of (x) the Company's
balance of readily available unencumbered (other than customary banker's liens
and rights of setoff) cash on deposit or similar accounts plus (y) the fair
market value of all Permitted Investments of the Company not subject to a Lien
(other than any Lien created under the Loan Documents, customary broker's liens
and rights of setoff unrelated to margin activity) to be less than $75,000,000
as at the last day of any fiscal quarter of the Company.

         SECTION 6.15. Convertible Debt. (a) Permit any waiver, supplement,
modification, amendment, termination or release of any indenture, instrument or
agreement pursuant to which any Convertible Debt of the Company or any
Subsidiary is outstanding if the effect of such waiver, supplement,
modification, amendment, termination or release is to (i) accelerate the dates
upon which payments of principal or interest are due on such Convertible Debt;
or (ii) change or amend any other provision (including any subordination
provision) if such change or amendment is materially adverse to the Lenders.

         (b) Make any distribution, whether in cash, property, securities or a
combination thereof, other than regular scheduled payments of principal and
interest as and when due, in respect of, or pay, or offer or commit to pay, or
directly or indirectly redeem, repurchase, retire or otherwise acquire for
consideration, or set apart any sum for the aforesaid purposes, any Convertible
Debt of the Company or any Subsidiary using proceeds of the Loans or any Letter
of Credit.

                                  ARTICLE VII

                                Events of Default

         In case of the happening of any of the following events ("Events of
Default"):

         (a) any representation or warranty made or deemed made in or in
connection with any Loan Document or the borrowings or issuances of Letters of
Credit hereunder, or any representation, warranty, statement or information
contained in any report, certificate, financial statement or other instrument
furnished in connection with or pursuant to any Loan Document, shall prove to
have been false or misleading in any material respect when so made, deemed made
or furnished;

         (b) default shall be made in the payment of any principal of any Loan
or the reimbursement with respect to any L/C Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or by acceleration thereof or otherwise;

         (c) default shall be made in the payment of any interest on any Loan or
any Fee or L/C Disbursement or any other amount (other than an amount referred
to in (b) above) due under any Loan Document, when and as the same shall become
due and payable, and such default shall continue unremedied for a period of five
days;

         (d) default shall be made in the due observance or performance by the
Company or any Subsidiary of any covenant, condition or agreement contained in
Section 5.1(a), 5.5 or 5.7 or in Article VI (other than Sections 6.7 and 6.8);

         (e) default shall be made in the due observance or performance by the
Company or any Subsidiary of any covenant, condition or agreement contained in
any Loan Document (other than those specified in (b), (c) or (d) above or (k)
below) and such default shall continue unremedied for a period of 30 days after
notice thereof from the Administrative Agent or any Lender to the Company;


                                      -65-
<PAGE>   72

         (f) the Company or any Subsidiary shall (i) fail to pay any principal
or interest, regardless of amount, due in respect of any Indebtedness or any
Convertible Debt in a principal amount in excess of $10,000,000 when and as the
same shall become due and payable (after giving effect to any grace or cure
period applicable to the time when such payment may be made before such
Indebtedness or Convertible Debt may become due and payable prior to its stated
maturity), (ii) fail to observe or perform any other term, covenant, condition
or agreement contained in any agreement or instrument evidencing or governing
any such Indebtedness if the effect of any failure referred to in this clause
(ii) is to cause, or to permit the holder or holders of such Indebtedness or a
trustee on its or their behalf (with or without the giving of notice, the lapse
of time or both) to cause, such Indebtedness to become due prior to its stated
maturity, or (iii) fail to observe or perform any other term, covenant,
condition or agreement contained in any agreement or instrument evidencing or
governing any Convertible Debt if the effect of any failure referred to in this
clause (iii) is to cause the holder or holders of such Convertible Debt or a
trustee on its or their behalf (with or without the giving of notice, the lapse
of time or both) to cause such Convertible Debt to become due prior to its
stated maturity;

         (g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of the Company or any Subsidiary, or of a substantial part of the
property or assets of the Company or a Subsidiary, under Title 11 of the United
States Code, as now constituted or hereafter amended, or any other federal,
state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or any Subsidiary or for a substantial part of
the property or assets of the Company or any Subsidiary or (iii) the winding-up
or liquidation of the Company or any Subsidiary; and such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;

         (h) the Company or any Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking relief under Title 11 of the United
States Code, as now constituted or hereafter amended or substituted, or any
other federal, state or foreign bankruptcy, insolvency, receivership or similar
law, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
(g) above, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian sequestrator, conservator or similar official for the Company or any
Subsidiary or for a substantial part of the property or assets of the Company or
any Subsidiary, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors, (vi) become unable, admit in writing its inability
or fail generally to pay its debts as they become due or (vii) take any action
for the purpose of effecting any of the foregoing;

         (i) one or more judgments for the payment of money which is not covered
by insurance and, in the aggregate, is in excess of $25,000,000 shall be
rendered against the Company, any Subsidiary or any combination thereof and the
same shall remain undischarged for a period of 45 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to levy upon assets or properties of the Company or any
Subsidiary to enforce any such judgment;

         (j) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other such ERISA Events, could
reasonably be expected to result in liability of the Company and its ERISA
Affiliates in an aggregate amount exceeding $25,000,000;

         (k) any security interest purported to be created by any Security
Document shall cease to be, or shall be asserted by the Company or any other
Loan Party not to be, a valid, perfected, first priority (except as otherwise
expressly provided in this Agreement or such Security Document) security
interest in


                                      -66-
<PAGE>   73

any material portion of the securities, assets or properties covered thereby,
except to the extent that any such loss of perfection or priority results from
the failure of the Collateral Agent to maintain possession of certificates
representing securities pledged under the Pledge Agreement;

         (l) there shall have occurred a Change in Control; or

         (m) the Spin-off shall be a deemed a taxable transaction for federal
tax purposes resulting in any material tax or other monetary liability (whether
at law or by contract) to the Company or any Subsidiary;

then, and in every such event (other than an event with respect to the Company
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, with the consent of the
Required Lenders, may, and at the request of the Required Lenders shall, by
notice to the Company, take either or both of the following actions, at the same
or different times: (i) terminate forthwith the Commitments and (ii) declare the
Loans then outstanding to be forthwith due and payable in whole or in part,
whereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrowers accrued hereunder and under any other Loan
Document, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by the Borrowers, anything contained herein or in any other Loan Document
to the contrary notwithstanding; and in any event with respect to the Borrowers
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrowers accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Borrowers, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent

         In order to expedite the transactions contemplated by this Agreement,
CSFB is hereby appointed to act as Administrative Agent and Collateral Agent on
behalf of the Lenders and the Issuing Banks (for purposes of this Article VIII,
the Administrative Agent and the Collateral Agent are referred to collectively
as the "Agents"). Each of the Lenders, the Issuing Banks, and each assignee of
any such Lender or Issuing Bank, hereby irrevocably authorizes the Agents to
take such actions on behalf of such Lender, Issuing Bank or assignee and to
exercise such powers as are specifically delegated to the Agents by the terms
and provisions hereof and of the other Loan Documents, together with such
actions and powers as are reasonably incidental thereto. The Administrative
Agent is hereby expressly authorized by the Lenders and the Issuing Banks,
without hereby limiting any implied authority, (a) to receive on behalf of the
Lenders and the Issuing Banks all payment of principal of and interest on the
Loans, all payments in respect of L/C Disbursements and all other amounts due to
the Lenders hereunder, and promptly to distribute to each Lender or each Issuing
Bank its proper share of each payment so received; (b) to give notice on behalf
of each of the Lenders to the Company of any Event of Default specified in this
Agreement of which the Administrative Agent has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by any
Borrower or any other loan Party pursuant to this Agreement or the other Loan
Documents as received by the Administrative Agent. Without limiting the
generality of the foregoing, the Agents are hereby expressly authorized to
execute any and all documents (including releases) with respect


                                      -67-
<PAGE>   74

to the Collateral and the rights of the Secured Parties with respect thereto, as
contemplated by and in accordance with the provisions of this Agreement and the
Security Documents.

         Neither the Agents nor any of their respective directors, officers,
employees or agents shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or willful misconduct, or
be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or observance by any
Borrower or any other Loan Party of any of the terms, conditions, covenants or
agreements contained in any Loan Document. The Agents shall not be responsible
to the Lenders for the due execution, genuineness, validity, enforceability or
effectiveness of this Agreement or any other Loan Documents, instruments or
agreements. The Agents shall in all cases be fully protected in acting, or
refraining from acting, in accordance with written instructions signed by the
Required Lenders and, except as otherwise specifically provided herein, such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders. Each Agent shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in good faith to
be genuine and correct and to have been signed or sent by the proper person or
persons. Neither the Agents nor any of their respective directors, officers,
employees or agents shall have any responsibility to any Borrower or any other
Loan Party on account of the failure of or delay in performance or breach by any
Lender or an Issuing Bank of any of its obligations hereunder or to any Lender
or an Issuing Bank on account of the failure of or delay in performance or
breach by any other Lender or an Issuing Bank or any Borrower or any other Loan
Party of any of their respective obligations hereunder or under any other Loan
Document or in connection herewith or therewith. Each of the Agents may execute
any and all duties hereunder by or through agents or employees and shall be
entitled to rely upon the advice of legal counsel selected by it with respect to
all matters arising hereunder and shall not be liable for any action taken or
suffered in good faith by it in accordance with the advice of such counsel.

         The Lenders hereby acknowledge that neither Agent shall be under any
duty to take any discretionary action permitted to be taken by it pursuant to
the provisions of this Agreement unless it shall be requested in writing to do
so by the Required Lenders.

         Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders and
the Company. Upon any such resignation, the Required Lenders shall have the
right to appoint a successor. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent gives notice of its resignation, then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a
bank with an office in New York, New York, having a combined capital and surplus
of at least $500,000,000 or an Affiliate of any such bank. Upon acceptance of
any appointment as Agent hereunder by a successor bank, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent and the retiring Agent shall be discharged from its duties
and obligations hereunder. After the Agent's resignation hereunder, the
provisions of this Article and Section 9.5 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Agent.

         With respect to the Loans made by it hereunder, each Agent in its
individual capacity and not as Agent shall have the same rights and powers as
any other Lender and may exercise the same as though it were not an Agent, and
the Agents and their Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Company or any Subsidiary or
other Affiliate thereof as if it were not an Agent.


                                      -68-
<PAGE>   75

         Each Lender agrees (a) to reimburse the Agents, on demand, in the
amount of its pro rata share (based on its aggregate Commitments hereunder) of
any expenses incurred for the benefit of the Lenders by the Agents, including
counsel fees and compensation of agents and employees paid for services rendered
on behalf of the Lenders, that shall not have been reimbursed by any Borrower
and (b) to indemnify and hold harmless each Agent and any of its directors,
officers, employees or agents, on demand, in the amount of such pro rata share,
from and against any and all liabilities, taxes, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by or asserted
against it in its capacity as Agent or any of them in any way relating to or
arising out of this Agreement or any other Loan Document or any action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to
the extent the same shall not have been reimbursed by any Borrower or any other
Loan Party; provided that no Lender shall be liable to an Agent or any such
other indemnified person for any portion of such liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Agent or any of its directors, officers, employees or
agents. Each Lender agrees to reimburse each of the Issuing Banks and their
directors, employees and agents, in each case, to the same extent and subject to
the same limitations as provided above for the Agents.

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

                                   ARTICLE IX

                                  Miscellaneous

         SECTION 9.1. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

         (a) if to any Borrower, to it in care of the Company at 4311 Jamboree
Road, Newport Beach, California 92660-3095 Attention of Kerry Petry (Telecopy
No. (949) 483-7392), with a copy to 4311 Jamboree Road, Newport Beach,
California 92660-3095 Attention of Dennis E. O'Reilly, Esq., Senior Vice
President, General Counsel and Secretary (Telecopy No. (949) 483-6388);

         (b) if to the Administrative Agent, to Credit Suisse First Boston, 11
Madison Avenue, New York, New York 10010, Attention of Agency Department
(Telecopy No. (212) 325-8304), and with respect to Alternative Currencies,
Credit Suisse First Boston, 11 Madison Avenue, New York, New York 10010,
Attention of Agency Department (Telecopy No. (212) 325-8304); and

         (c) if to a Lender, to it at its address (or telecopy number) set forth
on Schedule 2.1 or in the Assignment and Acceptance pursuant to which such
Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if


                                      -69-
<PAGE>   76

delivered by hand or overnight courier service or sent by telecopy or on the
date five Business Days after dispatch by certified or registered mail if
mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.1 or in accordance with the latest unrevoked
direction from such party given in accordance with this Section 9.1. All notices
herein to the Company shall automatically be deemed to be effective as to each
Borrower Subsidiary.

         SECTION 9.2. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrowers herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and the Issuing Banks and shall survive the
making by the Lenders of the Loans and the issuance of Letters of Credit by the
Issuing Banks, regardless of any investigation made by the Lenders or the
Issuing Banks or on their behalf, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any Fee or any
other amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not been terminated. The provisions of Sections 2.14, 2.16,
2.20 and 9.5 shall remain operative and in full force and effect regardless of
the expiration of the term of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Loans, the
expiration of the Commitments, the expiration of any Letter of Credit, the
invalidity or unenforceability of any term or provision of this Agreement or any
other Loan Document, or any investigation made by or on behalf of the
Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank.

         SECTION 9.3. Binding Effect. This Agreement shall become effective when
it shall have been executed by the Borrowers, the Lenders, the Administrative
Agent and the Collateral Agent and when the Administrative Agent shall have
received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted successors
and assigns.

         SECTION 9.4. Successors and Assigns.

         (a) Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on
behalf of the Borrowers, the Administrative Agent, the Collateral Agent, the
Issuing Banks or the Lenders that are contained in this Agreement shall bind and
inure to the benefit of their respective successors and assigns.

         (b) Each Lender may assign to one or more banks, finance companies,
insurance companies or other financial institutions that are engaged in making,
purchasing or otherwise investing in commercial bank loans in the ordinary
course of its business, or Approved Funds (as defined below) all or a portion of
its interests, rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or an
Affiliate of such Lender or an Approved Fund, (x) the Company (other than during
the existence of an Event of Default) and the Administrative Agent (and, in the
case of any assignment of a Revolving Commitment, the Issuing Banks and the
Swingline Lender) must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld) and (y) the amount of the
Commitment or Loans, as applicable, of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000 (or, if less, the entire remaining amount of


                                      -70-
<PAGE>   77

such Lender's Commitment or Loans, as applicable), (ii) the parties to each such
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500, and
(iii) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. For purposes of this
Section 9.4(b), "Approved Fund" shall mean, with respect to any Lender that is a
fund that invests in bank loans, any other fund that invests in bank loans which
is managed or advised by the same investment advisor as such Lender or by an
affiliate of such investment advisor. Upon acceptance and recording pursuant to
paragraph (e) of this Section 9.4, from and after the effective date specified
in each Assignment and Acceptance, which effective date shall be at least five
Business Days after the execution thereof, (A) the assignee thereunder shall be
a party hereto and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this Agreement
and (B) the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.14, 2.16, 2.20 and 9.5, as
well as to any Fees accrued for its account and not yet paid).

         (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Revolving Commitment, and the outstanding balances of its Revolving Loans,
in each case without giving effect to assignments thereof which have not become
effective, are as set forth in such Assignment and Acceptance, (ii) except as
set forth in (i) above, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, any other Loan Document or any other Instrument or
document furnished pursuant hereto, or the financial condition of the Company or
any Subsidiary or the performance or observance by the Company or any Subsidiary
of any of its obligations under this Agreement, any other Loan Document or any
other instrument or document furnished pursuant hereto; (iii) such assignee
represents and warrants that it is legally authorized to enter into such
Assignment and Acceptance; (iv) such assignee confirms that it has received a
copy of this Agreement, together with copies of the most recent financial
statements referred to in Section 3.5 or delivered pursuant to Section 5.4 and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance;
(v) such assignee will independently and without reliance upon the
Administrative Agent, the Collateral Agent, such assigning Lender 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 decisions in taking or not taking
action under this Agreement; (vi) such assignee appoints and authorizes the
Administrative Agent and the Collateral Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent and the Collateral Agent, respectively, by the terms
hereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms
all the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.

         (d) The Administrative Agent, acting for this purpose as an agent of
the Borrowers, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive and the Borrowers, the Administrative Agent, the Issuing Banks, the
Collateral Agent and the Lenders may treat each person


                                      -71-
<PAGE>   78

whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrowers, any
Issuing Bank, the Collateral Agent and any Lender, at any reasonable time and
from time to time upon reasonable prior notice.

         (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above and, if required, the written consent of the Company, the Swingline
Lender, the Issuing Banks and the Administrative Agent to such assignment, the
Administrative Agent shall (i) accept such Assignment and Acceptance, (ii)
record the information contained therein in the Register and (iii) give prompt
notice thereof to the Lenders, the Issuing Banks and the Swingline Lender. No
assignment shall be effective unless it has been recorded in the Register as
provided in this paragraph (e).

         (f) Each Lender may without the consent of the Company, the Swingline
Lender, the Issuing Banks or the Administrative Agent sell participations to one
or more banks or other entities in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participating banks or other entities shall be
entitled to the benefit of the cost protection provisions contained in Sections
2.14, 2.16 and 2.20 to the same extent as if they were Lenders (subject to the
limitations set forth in such Sections) and (iv) the Borrowers, the
Administrative Agent, the Issuing Banks and the Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrowers relating to the Loans or L/C
Disbursements and to approve any amendment, modification or waiver of any
provision of this Agreement (other than amendments, modifications or waivers
decreasing any fees payable hereunder or the amount of principal of or the rate
at which interest is payable on the Loans, extending any scheduled principal
payment date or date fixed for the payment of interest on the Loans or
increasing or extending the Commitments).

         (g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.4, disclose to the assignee or participant or proposed assignment or
participant any information relating to the Borrowers furnished to such Lender
by or on behalf of the Borrowers; provided that, prior to any such disclosure of
information designated by the Company as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of any confidential information of
the Company or its Subsidiaries on terms no less restrictive than those
applicable to the Lenders pursuant to Section 9.17.

         (h) Any Lender may at any time assign all or any portion of its rights
under this Agreement to a Federal Reserve Bank to secure extensions of credit by
such Federal Reserve Bank to such Lender; provided that no such assignment shall
release a Lender from any of its obligations hereunder or substitute any such
Bank for such Lender as a party hereto. In order to facilitate such an
assignment to a Federal Reserve Bank, each Borrower shall, at the request of the
assigning Lender, duly execute and deliver to the assigning Lender a promissory
note or notes evidencing the Loans made to the Borrowers by the assigning Lender
hereunder.


                                      -72-
<PAGE>   79

         (i) None of the Borrowers shall assign or delegate any of their
respective rights or duties hereunder without the prior written consent of the
Administrative Agent, each Issuing Bank and each Lender, and any attempted
assignment without such consent shall be null and void.

         (j) In the event that S&P, Moody's and Thompson's BankWatch (or
Insurance Watch Ratings Service, in the case of Lenders that are insurance
companies (or Best's Insurance Reports, if such insurance company is not rated
by Insurance Watch Ratings Service)) shall, after the date that any Lender
becomes a Lender, downgrade the long-term certificate deposit ratings of such
Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the
case of a Lender that is an insurance company (or B, in the case of an insurance
company not rated by Insurance Watch Ratings Service)), then each Issuing Bank
shall have the right, but not the obligation, at its own expense, upon notice to
such Lender and the Administrative Agent, to replace (or to request the Company
to use its reasonable efforts to replace) such Lender with an assignee (in
accordance with and subject to the restrictions contained in paragraph (b)
above), and such Lender hereby agrees to transfer and assign without recourse
(in accordance with and subject to the restrictions contained in paragraph (b)
above) all its interests, rights and obligations in respect of its Revolving
Commitment to such assignee; provided, however, that (i) no such assignment
shall conflict with any law, rule and regulation or order of any Governmental
Authority and (ii) the applicable Issuing Bank or such assignee, as the case may
be, shall pay to such Lender in immediately available funds on the date of such
assignment the principal of and interest accrued to the date of payment on the
Loans made by such Lender hereunder and all other amounts accrued for such
Lender's account or owed to it hereunder.

         (k) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Company, the option to provide to the
Company all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Company pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to make any Loan, (ii)
if an SPC elects not to exercise such option or otherwise fails to provide all
or any part of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 9.4, any SPC
may (i) with notice to, but without the prior written consent of, the Company
and the Administrative Agent and without paying any processing fee therefor,
assign all or a portion of its interests in any Loans to the Granting Lender or
to any financial institutions (consented to by the Company and Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC. This section may not be amended
without the written consent of the SPC.


                                      -73-
<PAGE>   80

         SECTION 9.5. Expenses; Indemnity.

         (a) The Borrowers jointly and severally agree to pay all reasonable
out-of-pocket expenses (i) incurred by the Administrative Agent or the
Collateral Agent in connection with the syndication of the credit facilities
provided for herein, the preparation of this Agreement and the other Loan
Documents or in connection with any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions hereby or thereby
contemplated shall be consummated) or, in connection with any administration (to
the extent such administration expenses exceed the fee provided for the
Administrative Agent in the Fee Letter) of this Agreement, and the other Loan
Documents, or (ii) incurred by the Administrative Agent, the Collateral Agent or
any Lender in connection with the enforcement or protection of its rights in
connection with this Agreement and the other Loan Documents or in connection
with the Loans made or Letters of Credit issued hereunder, as applicable,
including the reasonable fees, charges and disbursements of McDermott, Will &
Emery, counsel for the Administrative Agent and the Collateral Agent, and, in
connection with any such enforcement or protection, the fees, charges and
disbursements of any other counsel for the Administrative Agent, the Collateral
Agent or any Lender.

         (b) The Borrowers jointly and severally agree to indemnify the
Administrative Agent, the Collateral Agent, each Lender and each Issuing Bank,
each Affiliate of any of the foregoing persons and each of their respective
directors, officers, employees and agents (each such person being called an
"Indemnitee") against, and to hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including reasonable
counsel fees, charges and disbursements, incurred by or asserted against any
Indemnitee arising out of, in any way connected with, or as a result of (i) the
execution or delivery of this Agreement or any other Loan Document or any
agreement or instrument contemplated thereby, the performance by the parties
thereto of their respective obligations thereunder or the consummation of the
Transactions, the Spin-off and the other transactions contemplated thereby, (ii)
the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged
presence, Release or threat of Release of Hazardous Materials on any Properties,
or any Environmental Claim related in any way to the Company or the
Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.

         (c) The provisions of this Section 9.5 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the expiration
of any Letter of Credit, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Administrative Agent, the Collateral Agent, any
Lender or an Issuing Bank. All amounts due under this Section 9.5 shall be
payable on written demand therefor.

         (d) Unless a Default or Event of Default has occurred and is
continuing, in connection with any indemnification by the Borrowers pursuant to
Section 9.5, the Borrowers shall not, in connection with any action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) at any time for all such Indemnitees (unless the Indemnitees are
advised by counsel that, as between themselves, the use of one single counsel
would present such counsel with a conflict of interest, in which event the
Borrowers shall be liable for the reasonable fees and expenses of such
additional firms of attorneys the engagement of which shall be necessary to
avoid such


                                      -74-
<PAGE>   81

conflict); provided, that the Borrowers shall not in any event be liable for
fees and expenses incurred in connection with any dispute among such
Indemnitees.

         SECTION 9.6. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, except to the extent prohibited by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of any Borrower against any of and all the
obligations of such Borrower now or hereafter existing under this Agreement and
other Loan Documents held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement or such other Loan
Document and although such obligations may be unmatured. The rights of each
Lender under this Section 9.6 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have. NOTWITHSTANDING
THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF
SET-OFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF
THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY HELD OR MAINTAINED BY THE LENDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.

         SECTION 9.7. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
UNLESS OTHERWISE EXPRESSLY AGREED BY ISSUING BANK AND THE APPLICABLE BORROWER
WHEN A LETTER OF CREDIT IS ISSUED AND SUBJECT TO APPLICABLE LAWS, EACH LETTER OF
CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH (I) WITH
RESPECT TO STANDBY LETTERS OF CREDIT, THE RULES OF THE "INTERNATIONAL STANDBY
PRACTICES 1998" ("ISP98") OR SUCH LATER REVISION AS MAY BE PUBLISHED BY THE
INSTITUTE OF INTERNATIONAL BANKING LAW & PRACTICE, SUBJECT TO APPLICABLE LAWS,
AND (II) WITH RESPECT TO COMMERCIAL LETTERS OF CREDIT, THE RULES OF THE UNIFORM
CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, AS PUBLISHED IN ITS MOST RECENT
VERSION BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE "ICC") ON THE DATE ANY
COMMERCIAL LETTER OF CREDIT IS ISSUED, AND INCLUDING THE ICC DECISION PUBLISHED
BY THE COMMISSION ON BANKING TECHNIQUE AND PRACTICE ON MAY 6, 1998 REGARDING THE
EUROPEAN SINGLE CURRENCY (EURO). AS TO ALL OTHER MATTERS, THE LAWS OF THE STATE
OF NEW YORK WILL GOVERN.

         SECTION 9.8. Waivers; Amendment.

         (a) No failure or delay of the Administrative Agent, the Collateral
Agent, any Lender or an Issuing Bank in exercising any power or right hereunder
or under any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Collateral Agent, the Issuing
Banks and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or any other Loan
Document or consent to any departure by any Borrower or any other Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand
on any Borrower


                                      -75-
<PAGE>   82

in any case shall entitle such Borrower to any other or further notice or demand
in similar or other circumstances.

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders; provided, however, that
no such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan or any date for reimbursement of an L/C Disbursement,
or waive or excuse any such payment or any part thereof, or decrease the rate of
interest on any Loan or L/C Disbursement, without the prior written consent of
each Lender affected thereby, (ii) change or extend the Commitment or decrease
or extend the date for payment of the Commitment Fees of any Lender without the
prior written consent of such Lender, or (iii) waive, amend or modify the
provisions of Section 2.17, 5.10(c) or 9.4(i), the provisions of this Section,
the definition of the term "Required Lenders", increase the total Commitments or
release any Subsidiary Guarantor or all or any substantial part of the
Collateral, without the prior written consent of each Lender; provided, further
that no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent, the Collateral Agent, any Issuing Bank or
the Swingline Lender hereunder or under any other Loan Document without the
prior written consent of the Administrative Agent, the Collateral Agent, such
Issuing Bank or the Swingline Lender.

         SECTION 9.9. Interest Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan or
participation in any L/C Disbursement, together with all fees, charges and other
amounts which are treated as interest on such Loan or participation in such L/C
Disbursement under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan or participation in
accordance with applicable law, the rate of interest payable in respect of such
Loan or participation hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan or
participation but were not payable as a result of the operation of this Section
9.9 shall be cumulated and the interest and Charges payable to such Lender in
respect of other Loans or participations or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the Federal Funds Effective Rate to the date of repayment,
shall have been received by such Lender.

         SECTION 9.10. Entire Agreement. This Agreement, the Fee Letter and the
other Loan Documents constitute the entire contract between the parties relative
to the subject matter hereof. Any other previous agreement among the parties
with respect to the subject matter hereof is superseded by this Agreement and
the other Loan Documents. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any party other than
the parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.

         SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS


                                      -76-
<PAGE>   83

AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

         SECTION 9.12. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby (it being understood that
the invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         SECTION 9.13. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute a single contract, and shall become effective as provided in Section
9.3. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

         SECTION 9.14. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

         SECTION 9.15. Jurisdiction; Consent to Service of Process.

         (a) Each of the Borrowers hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or the other Loan
Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent, the Collateral Agent, any
Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against the Borrowers or
their properties in the courts of any jurisdiction.

         (b) Each of the Borrowers hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any New York State or federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

         SECTION 9.16. Conversion of Currencies.

         (a) If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum owing hereunder in one currency into another
currency, each party hereto agrees, to the fullest extent that it may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking


                                      -77-
<PAGE>   84

procedures in the relevant jurisdiction the first currency could be purchased
with such other currency on the Business Day immediately preceding the day on
which final judgment is given.

         (b) The obligations of each party in respect of any sum due to any
other party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency") be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such party agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Applicable
Creditor against such loss. The obligations of the Loan Parties contained in
this Section 9.16 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.

         SECTION 9.17. Confidentiality. The Administrative Agent, the Collateral
Agent, each Issuing Bank and each of the Lenders agrees to keep confidential
(and to use reasonable efforts to cause its respective agents and
representatives to keep confidential) the Information (as defined below) and all
copies thereof, extracts therefrom and analyses or other materials based
thereon, except that the Administrative Agent, the Collateral Agent, any Issuing
Bank or any Lender shall be permitted to disclose Information (a) to such of its
respective officers, directors, employees, agents, affiliates and
representatives (including, without limitation, attorneys and auditors) as need
to know such Information, (b) to the extent requested by any regulatory
authority (provided such authority shall be advised of the confidential nature
of the Information), (c) to the extent otherwise required by applicable laws and
regulations or by any subpoena or similar legal process, (d) in connection with
any suit, action or proceeding relating to the enforcement of its rights
hereunder or under the other Loan Documents, (e) to any direct or indirect
contractual counterparty in swap agreements or such contractual counterparty's
professional advisor (so long as such contracts counterparty (or its affiliates)
is not known by such person to be a competitor of the Company or any of the
Subsidiaries and agrees to be bound by the provisions of this Section 9.17) or
(f) to the extent such Information (i) becomes publicly available other than as
a result of a breach of this Section 9.17 or (ii) becomes available to the
Administrative Agent, any Issuing Bank, any Lender or the Collateral Agent on a
nonconfidential basis from a source other than the Company. For the purposes of
this Section, "Information" shall mean all financial statements, certificates,
reports, agreements and information (including all analyses, compilations and
studies prepared by the Administrative Agent, the Collateral Agent, any Issuing
Bank or any Lender based on any of the foregoing) that are received from the
Company and related to the Company or any Subsidiary, any shareholder of the
Company or any employee, customer or supplier of the Company, other than any of
the foregoing than were available to the Administrative Agent, the Collateral
Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to its
disclosure thereto by the Company, and which are in the case of Information
provided after the date hereof, clearly identified at the time of delivery as
confidential. In the event that any Lender or any Lender's representatives are
required by applicable law, regulation (other than any disclosure to a regulator
in the ordinary course of regulatory review) or legal process to disclose any of
the Information, such Lender will, to the extent permitted by law, promptly,
notify the Company in writing. In the event that no protective order or other
remedy is obtained, or that the Company does not waive compliance with the terms
of this Section, the Lender or its representative will furnish only that portion
of the Information which its legal counsel advises is legally required and such
Lender or its representative shall exercise reasonable efforts at the Company's
sole expense to preserve the confidentiality of the remainder of the
Information. In no event will any Lender, or any representative of any Lender,
oppose action by the Company to obtain a protective order or other relief to
prevent the disclosure of the Information or to obtain reliable assurance that
confidential treatment will be


                                      -78-
<PAGE>   85

afforded the Information. The provisions of this Section 9.17 shall remain
operative and in full force and effect regardless of the expiration and term of
this Agreement.

         SECTION 9.18. European Monetary Union. If, as a result of the
implementation of European monetary union, (a) any currency ceases to be lawful
currency of the nation issuing the same and is replaced by a European common
currency, then any amount payable hereunder by any party hereto in such currency
shall instead be payable in the European common currency and the amount so
payable shall be determined by translating the amount payable in such currency
to such European common currency at the exchange rate recognized by the European
Central Bank for the purpose of implementing European monetary union, or (b) any
currency and a European common currency are at the same time recognized by the
central bank or comparable authority of the nation issuing such currency as
lawful currency of such nation, then (i) any Loan made at such time shall be
made in such European common currency and (ii) any other amount payable by any
party hereto in such currency shall be payable in such currency or in such
European common currency (in an amount determined as set forth in clause (a)),
at the election of the obligor. Prior to the occurrence of the event or events
described in clause (a) or (b) of the preceding sentence, each amount payable
hereunder in any currency will continue to be payable only in that currency. The
Borrowers agree, at the request of the Required Lenders, at the time of or at
any time following the implementation of European monetary union, to enter into
an agreement amending this Agreement in such manner as the Required Lenders
shall reasonably request in order to avoid any unfair burden or disadvantage
resulting from the implementation of such monetary union and to place the
parties hereto in the position they would have been in had such monetary union
not been implemented, the intent being that neither party will be adversely
affected economically as a result of such implementation and that reasonable
provisions may be adopted to govern the borrowing, maintenance and repayment of
Loans denominated in any Alternative Currency or a European common currency
after the occurrence of the event or events described in clause (a) or (b) of
the preceding sentence.

         SECTION 9.19. Foreign Subsidiary Borrowers. Notwithstanding any
provision herein or in the other Loan Documents providing for joint and several
liability among the Borrowers, the liability of a Borrower which is a Foreign
Subsidiary, for any and all amounts payable under any Loan Document, including,
without limitation, for any Fees, other expenses or Obligations, shall be
several and not joint and such Foreign Subsidiary's liability shall relate only
to Borrowings made by such Foreign Subsidiary and any Fees, other expenses or
Obligations attributable to any Borrowings made by such Foreign Subsidiary.


                                      -79-
<PAGE>   86

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


                                        CONEXANT SYSTEMS, INC.


                                        By: /s/ K K Petry
                                            ------------------------------------
                                            Name: Kerry K. Petry
                                            Title: Vice President and Treasurer


                                        CONEXANT SYSTEMS FRANCE S.A.S.


                                        By: /s/ K K Petry
                                            ------------------------------------
                                            Name: Kerry K. Petry
                                            Title: Vice President and Treasurer


                                            CONEXANT SYSTEMS U.K. LIMITED


                                        By: /s/ K K Petry
                                            ------------------------------------
                                            Name: Kerry K. Petry
                                            Title: Vice President and Treasurer


                                        CONEXANT SYSTEMS HOLDINGS LIMITED


                                        By: /s/ K K Petry
                                            ------------------------------------
                                            Name: Kerry K. Petry
                                            Title: Vice President and Treasurer


                                      -80-
<PAGE>   87

                                        CREDIT SUISSE FIRST BOSTON,
                                        individually and as Administrative
                                        Agent, Collateral Agent and Swingline
                                        Lender


                                        By: /s/ Joel Glodowski
                                            ------------------------------------
                                            Name: Joel Glodowski
                                            Title: Managing Director


                                        By: /s/ Julia P. Kingsbury
                                            ------------------------------------
                                            Name: Julia P. Kingsbury
                                            Title: Vice President


                                        KEYBANK NATIONAL ASSOCIATION,
                                        as a Lender

                                        By: /s/ Mary K. Young
                                            ------------------------------------
                                            Name: Mary K. Young
                                            Title: Vice President


                                        ABN AMRO BANK N.V.,
                                        as a Lender


                                        By: /s/ Christopher L. Snider
                                            ------------------------------------
                                            Name: Christopher L. Snider
                                            Title: Assistant Vice President


                                        By: /s/ Tamira Treffers-Herrera
                                            ------------------------------------
                                            Name: Tamira Treffers-Herrera
                                            Title: Group Vice President


                                      -81-
<PAGE>   88

                                        IBM CREDIT CORPORATION,
                                        as a Lender


                                        By: /s/ Ronald J. Bachner
                                            ------------------------------------
                                            Name: Ronald J. Bachner
                                            Title: Manager, Commercial &
                                                   Specialty Financing Sales


                                        BANK ONE, N.A.,
                                        as a Lender


                                        By: /s/ Stephen C. Price
                                            ------------------------------------
                                            Name: Stephen C. Price
                                            Title: First Vice President


                                        COMERICA WEST INCORPORATED,
                                        as a Lender


                                        By: /s/ Emmanuel M. Skevofilax
                                            ------------------------------------
                                            Name: Emmanuel M. Skevofilax
                                            Title: Vice President


                                        UNION BANK OF CALIFORNIA, N.A.
                                        as a Lender


                                        By: /s/ James B. Goudy
                                            ------------------------------------
                                            Name: James B. Goudy
                                            Title: Vice President


                                      -82-
<PAGE>   89

                                        BNP PARIBAS,
                                        as a Lender


                                        By: /s/ C. Bettles
                                            ------------------------------------
                                            Name: C. Bettles
                                            Title: Senior Vice President


                                        By: /s/ Tjalling Terpstra
                                            ------------------------------------
                                            Name: Tjalling Terpstra
                                            Title: Vice President


                                        DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR
                                        CAYMAN ISLANDS BRANCH, as a Lender


                                        By: /s/ Sheryl I. Paynter
                                            ------------------------------------
                                            Name: Sheryl I. Paynter
                                            Title: Vice President


                                        By: /s/ Alexander Karow
                                            ------------------------------------
                                            Name: Alexander Karow
                                            Title: Vice President


                                        MELLON BANK, N.A.,
                                        as a Lender


                                        By: /s/ L. C. Ivey
                                            ------------------------------------
                                            Name: Lawrence C. Ivey
                                            Title: Vice President


                                        TRANSAMERICA COMMERCIAL FINANCE
                                        CORPORATION, as a Lender


                                        By: /s/ Christopher C. Meals
                                            ------------------------------------
                                            Name: Christopher C. Meals
                                            Title: Chief Credit Officer


                                      -83-
<PAGE>   90

                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                        as a Lender


                                        By: /s/ Ken Iwata
                                            ------------------------------------
                                            Name: Ken Iwata
                                            Title: Senior Vice President &
                                                   Manager


                                        CHIAO TUNG BANK, as a Lender


                                        By: /s/ Mike Chiu
                                            ------------------------------------
                                            Name: Mike Chiu
                                            Title: Senior Vice President and
                                                   General Manager


                                      -84-