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                                                                    EXHIBIT 10.2


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


                                 $1,000,000,000
                              AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                           Dated as of March 26, 2001

                                      among

                                LEAR CORPORATION,
                        THE FOREIGN SUBSIDIARY BORROWERS,

                            The Lenders Party Hereto,

                               CITICORP USA, INC.,
                              as Syndication Agent,

                         TORONTO DOMINION (TEXAS), INC.,
                             as Documentation Agent,

                            The Other Agents Named in
                               Schedule IX Hereto

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

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

                                   JP MORGAN,
                    as Sole Bookrunner and Sole Lead Arranger

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





<PAGE>   2




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                                                                               PAGE


<S>               <C>                                                                                          <C>
SECTION 1.            DEFINITIONS.................................................................................1
         1.1      Defined Terms...................................................................................1
         1.2      Other Definitional Provisions..................................................................25

SECTION 2.            AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS...........................................25
         2.1      Revolving Credit Commitments...................................................................25
         2.2      Repayment of Revolving Credit Loans; Evidence of Debt..........................................25
         2.3      Procedure for Revolving Credit Borrowing.......................................................26
         2.4      Termination or Reduction of Revolving Credit Commitments.......................................27
         2.5      Borrowings of Revolving Credit Loans and Refunding of Loans....................................27

SECTION 3.            AMOUNT AND TERMS OF TERM LOAN  COMMITMENTS.................................................28
         3.1      Term Loan Commitments..........................................................................28
         3.2      Repayment of Term Loans; Evidence of Debt......................................................28

SECTION 4.            AMOUNT AND TERMS OF MULTICURRENCY COMMITMENT...............................................29
         4.1      Multicurrency Commitments......................................................................29
         4.2      Repayment of Multicurrency Loans; Evidence of Debt.............................................30
         4.3      Procedure for Multicurrency Borrowing..........................................................30
         4.4      Termination or Reduction of Multicurrency Commitments..........................................31
         4.5      Redenomination and Alternative Currencies......................................................31

SECTION 5.            GENERAL PROVISIONS APPLICABLE TO LOANS.....................................................31
         5.1      Interest Rates and Payment Dates...............................................................31
         5.2      Conversion and Continuation Options............................................................32
         5.3      Minimum Amounts of Tranches....................................................................33
         5.4      Optional and Mandatory Prepayments.............................................................33
         5.5      Facility Fees; Other Fees......................................................................35
         5.6      Computation of Interest and Fees...............................................................35
         5.7      Inability to Determine Interest Rate...........................................................36
         5.8      Pro Rata Treatment and Payments................................................................36
         5.9      Illegality.....................................................................................40
         5.10     Requirements of Law............................................................................40
         5.11     Indemnity......................................................................................41
         5.12     Taxes..........................................................................................41
         5.13     Assignment of Commitments Under Certain Circumstances..........................................43
         5.14     Use of Proceeds................................................................................44

SECTION 6.            REPRESENTATIONS AND WARRANTIES.............................................................44
         6.1      Financial Statements...........................................................................44
         6.2      No Change......................................................................................45
</TABLE>


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<TABLE>
<S>               <C>                                                                                          <C>
         6.3      Existence; Compliance with Law.................................................................45
         6.4      Power; Authorization; Enforceable Obligations..................................................45
         6.5      No Legal Bar; Senior Debt......................................................................46
         6.6      No Material Litigation.........................................................................46
         6.7      No Default.....................................................................................46
         6.8      Ownership of Property; Liens...................................................................46
         6.9      Taxes..........................................................................................47
         6.10     Securities Law, etc. Compliance................................................................47
         6.11     ERISA..........................................................................................47
         6.12     Investment Company Act; Other Regulations......................................................48
         6.13     Subsidiaries, etc..............................................................................48
         6.14     Accuracy and Completeness of Information.......................................................48
         6.15     Security Documents.............................................................................48
         6.16     Patents, Copyrights, Permits and Trademarks....................................................48
         6.17     Environmental Matters..........................................................................49

SECTION 7.            CONDITIONS PRECEDENT.......................................................................50
         7.1      Conditions to Closing Date.....................................................................50
         7.2      Conditions to Each Loan........................................................................51

SECTION 8.            AFFIRMATIVE COVENANTS......................................................................52
         8.1      Financial Statements...........................................................................52
         8.2      Certificates; Other Information................................................................53
         8.3      Performance of Obligations.....................................................................53
         8.4      Conduct of Business, Maintenance of Existence and Compliance with Obligations and
                  Laws...........................................................................................54
         8.5      Maintenance of Property; Insurance.............................................................54
         8.6      Inspection of Property; Books and Records; Discussions.........................................54
         8.7      Notices........................................................................................54
         8.8      Maintenance of Liens of the Security Documents.................................................56
         8.9      Environmental Matters..........................................................................56
         8.10     Security Documents; Guarantee Supplement.......................................................56

SECTION 9.            NEGATIVE COVENANTS.........................................................................57
         9.1      Financial Covenants............................................................................58
         9.2      Limitation on Indebtedness.....................................................................58
         9.3      Limitation on Liens............................................................................59
         9.4      Limitation on Guarantee Obligations............................................................61
         9.5      Limitations on Fundamental Changes.............................................................61
         9.6      Limitation on Sale of Assets...................................................................62
         9.7      Limitation on Dividends........................................................................63
         9.8      Limitation on Subsidiary and Secured Indebtedness..............................................64
         9.9      Limitation on Investments, Loans and Advances..................................................64
         9.10     Limitation on Optional Payments and Modification of Debt Instruments; Certain
                  Derivative Transactions........................................................................65
         9.11     Transactions with Affiliates...................................................................66
</TABLE>



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<TABLE>
<S>               <C>                                                                                          <C>
         9.12     Corporate Documents............................................................................66
         9.13     Fiscal Year....................................................................................66
         9.14     Limitation on Restrictions Affecting Subsidiaries..............................................66
         9.15     Special Purpose Subsidiary.....................................................................67
         9.16     Interest Rate Agreements.......................................................................67

SECTION 10.           GUARANTEE..................................................................................67
         10.1     Guarantee......................................................................................67
         10.2     No Subrogation.................................................................................68
         10.3     Amendments, etc. with respect to the Obligations; Waiver of Rights.............................68
         10.4     Guarantee Absolute and Unconditional...........................................................69
         10.5     Reinstatement..................................................................................69
         10.6     Payments.......................................................................................70

SECTION 11.           EVENTS OF DEFAULT..........................................................................70

SECTION 12.           THE ADMINISTRATIVE AGENT; DOCUMENTATION AGENT; SYNDICATION AGENT; MANAGING
                      AGENTS; LEAD MANAGERS AND CO-AGENTS........................................................73
         12.1     Appointment....................................................................................73
         12.2     Delegation of Duties...........................................................................73
         12.3     Exculpatory Provisions.........................................................................73
         12.4     Reliance by Administrative Agent...............................................................73
         12.5     Notice of Default..............................................................................74
         12.6     Non-Reliance on Administrative Agent and Other Lender..........................................74
         12.7     Indemnification................................................................................74
         12.8     Administrative Agent in its Individual Capacity................................................75
         12.9     Successor Administrative Agent.................................................................75
         12.10    The Managing Agents, Co-Agents and Lead Managers, Documentation Agent and
                  Syndication Agent..............................................................................75
         12.11    Actions Under Security Documents...............................................................75
         12.12    Intercreditor Agreement........................................................................76

SECTION 13.           MISCELLANEOUS..............................................................................76
         13.1     Amendments and Waivers.........................................................................76
         13.2     Notices........................................................................................78
         13.3     No Waiver; Cumulative Remedies.................................................................79
         13.4     Survival of Representations and Warranties.....................................................79
         13.5     Payment of Expenses and Taxes..................................................................79
         13.6     Successors and Assigns; Participations and Assignments.........................................80
         13.7     Adjustments; Set-Off...........................................................................83
         13.8     Loan Conversion/Participations.................................................................83
         13.9     Intercreditor Agreement........................................................................85
         13.10    Counterparts...................................................................................85
         13.11    Severability...................................................................................85
         13.12    Integration....................................................................................85
</TABLE>


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<TABLE>
<S>               <C>                                                                                          <C>
         13.13    GOVERNING LAW..................................................................................85
         13.14    Submission to Jurisdiction; Waivers............................................................85
         13.15    Acknowledgments................................................................................86
         13.16    WAIVERS OF JURY TRIAL..........................................................................86
         13.17    Power of Attorney..............................................................................86
         13.18    [Reserved].....................................................................................86
         13.19    Release of Collateral and Guarantees...........................................................86
         13.20    Judgment.......................................................................................87
         13.21    Confidentiality................................................................................87
         13.22    Effect of Amendment and Restatement of the Existing Credit Agreement...........................88
         13.23    Conflicts......................................................................................88

</TABLE>



<PAGE>   6


SCHEDULES:

        I         Commitments; Addresses
        II        Foreign Subsidiary Borrowers
        III       Administrative Schedule
        IV        [Reserved]
        V         [Reserved]
        VI        Subsidiaries
        VII       Hazardous Material
        VIII      Contractual Obligation Restrictions
        IX        Agents

EXHIBITS:
        A              Form of Revolving Credit Note
        B              Form of Term Note
        C              [Reserved]
        D              [Reserved]
        E              [Reserved]
        F              [Reserved]
        G              [Reserved]
        H              [Reserved]
        I              Form of Joinder Agreement
        J              [Reserved]
        K              Form of Assignment and Acceptance
        L              Form of Opinion of Winston & Strawn
        M              [Reserved]
        N              Matters to be Covered by Foreign Subsidiary Opinion
        O              Form of Amended and Restated Subsidiary Guarantee
        P              Form of Amended and Restated Intercreditor Agreement
        Q              Form of Amended and Restated Pledge Agreement


<PAGE>   7



                                                                               1



              AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT,
dated as of March 26, 2001 among LEAR CORPORATION, a Delaware corporation (the
"U.S. Borrower"), each FOREIGN SUBSIDIARY BORROWER (as hereinafter defined)
(together with the U.S. Borrower, the "Borrowers"), the Managing Agents named on
Schedule IX hereto (the "Managing Agents"), the Co-Agents named on Schedule IX
hereto (the "Co-Agents"), the Lead Managers named on Schedule IX hereto (the
"Lead Managers"), the several banks and other financial institutions from time
to time parties hereto (the "Lenders"), CITICORP USA, INC., as syndication agent
(the "Syndication Agent"), TORONTO DOMINION (TEXAS), INC., as documentation
agent (the "Documentation Agent"), and THE CHASE MANHATTAN BANK, a New York
banking corporation (as hereinafter defined, the "Administrative Agent"), as
administrative agent for the Lenders hereunder.

                              W I T N E S S E T H :

              WHEREAS, the U.S. Borrower and the Foreign Subsidiary Borrowers
are parties to the Revolving Credit and Term Loan Agreement, dated as of May 4,
1999 (as heretofore amended, supplemented or otherwise modified, the "Existing
Credit Agreement"), with the lenders parties thereto, the managing agents,
co-agents and lead managers identified therein, and The Chase Manhattan Bank, as
administrative agent; and

              WHEREAS, the Borrowers have requested that the Existing Credit
Agreement be amended and restated;

              NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree that on the Closing Date,
as provided in subsection 13.22, the Existing Credit Agreement shall be amended
and restated in its entirety as follows:

              SECTION 1. DEFINITIONS

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

              "ABR Loans": Revolving Credit Loans or Term Loans, as the case may
       be, the rate of interest applicable to which is based upon the Alternate
       Base Rate.

              "Acquired Indebtedness": Indebtedness of a Person or any of its
       Subsidiaries existing at the time such Person becomes a Subsidiary of the
       U.S. Borrower or assumed in connection with the acquisition of assets
       from such Person and not incurred by such Person in contemplation of such
       Person becoming a Subsidiary of the U.S. Borrower or such acquisition,
       and any refinancings thereof.

              "Adjusted Aggregate Revolving Outstandings": with respect to each
       Lender, the Aggregate Revolving Outstandings of such Lender, plus the
       amount of any participating interests purchased by such Lender pursuant
       to subsection 13.8, minus the amount of any participating interests sold
       by such Lender pursuant to subsection 13.8.

              "Adjustment Date": with respect to any fiscal quarter, (a) the
       second Business Day following receipt by the Administrative Agent of both
       (i) the financial statements required to be delivered pursuant to
       subsection 8.1(a) or (b), as the case may be, for the




<PAGE>   8
                                                                               2



       most recently completed fiscal period and (ii) the compliance certificate
       required pursuant to subsection 8.2(b) with respect to such financial
       statements or (b) if such compliance certificate and financial statements
       have not been delivered in a timely manner, the date upon which such
       compliance certificate and financial statements were due; provided,
       however, that in the event that the Adjustment Date is determined in
       accordance with the provisions of clause (b) of this definition, then the
       date which is two Business Days following the date of receipt of the
       financial statements and compliance certificate referenced in clause (a)
       of this definition also shall be deemed to constitute an Adjustment Date.

              "Administrative Agent": Chase, together with its affiliates, as
       arranger of the Commitments and as Administrative Agent for the Lenders
       under this Agreement and the other Loan Documents, and any successor
       thereto appointed pursuant to subsection 12.9.

              "Administrative Schedule": Schedule III, which contains interest
       rate definitions and administrative information in respect of each
       Available Foreign Currency.

              "Affiliate": of any Person, (a) any other Person (other than a
       Wholly Owned Subsidiary of such Person) which, directly or indirectly, is
       in control of, is controlled by, or is under common control with, such
       Person or (b) any other Person who is a director or executive officer of
       (i) such Person, (ii) any Subsidiary of such Person (other than a Wholly
       Owned Subsidiary) or (iii) any Person described in clause (a) above or
       (c) with respect to any Lender, any entity (whether a corporation,
       partnership, trust or otherwise) that is engaged in making, purchasing,
       holding or otherwise investing in bank loans and similar extensions of
       credit in the ordinary course of its business and is administered or
       managed by such Lender or an Affiliate of such Lender. For purposes of
       this definition, a Person shall be deemed to be "controlled by" such
       other Person if such other Person possesses, directly or indirectly,
       power either to (A) vote 10% or more of the securities having ordinary
       voting power for the election of directors of such first Person or (B)
       direct or cause the direction of the management and policies of such
       first Person whether by contract or otherwise.

              "Aggregate Available Multicurrency Commitments": as at any date of
       determination with respect to all Multicurrency Lenders, an amount in
       U.S. Dollars equal to the Available Multicurrency Commitments of all
       Multicurrency Lenders on such date.

              "Aggregate Available Revolving Credit Commitments": as at any date
       of determination with respect to all Lenders, an amount in U.S. Dollars
       equal to the Available Revolving Credit Commitments of all Lenders on
       such date.

              "Aggregate Revolving Credit Commitments": the aggregate amount of
       the Revolving Credit Commitments of all the Lenders.

              "Aggregate Revolving Outstandings": as at any date of
       determination with respect to any Lender, an amount in U.S. Dollars equal
       to the sum of (a) the aggregate outstanding principal amount of Revolving
       Credit Loans of such Lender and (b) the U.S. Dollar Equivalent of the
       Aggregate Multicurrency Outstandings of such Lender.



<PAGE>   9
                                                                               3


              "Aggregate Multicurrency Outstandings": as at any date of
       determination with respect to any Lender, an amount in the applicable
       Available Foreign Currencies equal to the aggregate unpaid principal
       amount of such Lender's Multicurrency Loans.

              "Aggregate Total Outstandings": as at any date of determination
       with respect to any Lender, an amount in U.S. Dollars equal to the sum of
       (a) the Aggregate Revolving Outstandings of such Lender and (b) the
       aggregate outstanding principal amount of Term Loans of such Lender.

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

              "Agreement Currency": as defined in subsection 13.20(b).

              "Alternate Base Rate": for any day, a rate per annum (rounded
       upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of:

                   (a) the U.S. Prime Rate in effect on such day; and

                   (b) the Federal Funds Effective Rate in effect on such day
              plus 1/2 of 1%.

              If for any reason the Administrative Agent shall have determined
       (which determination shall be conclusive absent manifest error) that it
       is unable to ascertain the Federal Funds Effective Rate for any reason,
       including the inability or failure of the Administrative Agent to obtain
       sufficient quotations in accordance with the terms thereof, the Alternate
       Base Rate shall be determined without regard to clause (b) above, until
       the circumstances giving rise to such inability no longer exist. Any
       change in the Alternate Base Rate due to a change in the U.S. Prime Rate
       or the Federal Funds Effective Rate shall be effective as of the opening
       of business on the effective day of such change in the U.S. Prime Rate or
       the Federal Funds Effective Rate, respectively.

              "Applicable Margin": (x) for each Revolving Credit Loan, the
       applicable rate per annum determined pursuant to the Revolving Credit
       Loan Pricing Grid and (y) for each Term Loan, the applicable rate per
       annum determined pursuant to the Term Loan Pricing Grid.

              "Assignee": as defined in subsection 13.6(c).

              "Available Foreign Currencies": Pounds Sterling, euro, Swedish
       Kroner, and any other available and freely-convertible non-U.S. Dollar
       currency selected by the U.S. Borrower and approved by the Administrative
       Agent and the Majority Multicurrency Lenders in the manner described in
       subsection 13.1(b).

              "Available Multicurrency Commitment": as at any date of
       determination with respect to any Multicurrency Lender (after giving
       effect to the making and payment of any Revolving Credit Loans required
       to be made on such date pursuant to subsection 2.5), an amount in U.S.
       Dollars equal to the lesser of (a) the excess, if any, of




<PAGE>   10
                                                                               4


       (i) the amount of such Multicurrency Lender's Multicurrency Commitment in
       effect on such date over (ii) the U.S. Dollar Equivalent of the Aggregate
       Multicurrency Outstandings of such Multicurrency Lender on such date and
       (b) the excess, if any, of (i) the amount of such Multicurrency Lender's
       Revolving Credit Commitment in effect on such date over (ii) the
       Aggregate Revolving Outstandings of such Multicurrency Lender on such
       date.

              "Available Revolving Credit Commitment": as at any date of
       determination with respect to any Lender (after giving effect to the
       making and payment of any Revolving Credit Loans required to be made on
       such date pursuant to subsection 2.5), an amount equal to the excess, if
       any, of (a) the amount of such Lender's Revolving Credit Commitment in
       effect on such date over (b) the Aggregate Revolving Outstandings of such
       Lender on such date.

              "Benefited Lender": as defined in subsection 13.7.

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

              "Bond Guarantee": the guarantee entered into by any Subsidiary
       Guarantor in respect of the Senior Notes or the 2001 Eurobonds.

              "Borrowers": as defined in the preamble hereto.

              "Borrowing Date": any Business Day specified in a notice pursuant
       to subsection 2.3, 3.2 or 4.2 as a date on which a Borrower requests the
       Lenders to make Loans hereunder.

              "Business Day": (a) when such term is used in respect of a day on
       which a Loan in an Available Foreign Currency is to be made, a payment is
       to be made in respect of such Loan, an Exchange Rate is to be set in
       respect of such Available Foreign Currency or any other dealing in such
       Available Foreign Currency is to be carried out pursuant to this
       Agreement, such term shall mean a London Banking Day which is also a day
       on which banks are open for general banking business in (x) the city
       which is the principal financial center of the country of issuance of
       such Available Foreign Currency (or, in the case of Multicurrency Loans
       in Pounds Sterling, Paris) and (y) in the case of euro only, Frankfurt am
       Main, Germany (or such other principal financial center as the
       Administrative Agent may from time to time designate for this purpose),
       and (b) when such term is used in any context in this Agreement
       (including as described in the foregoing clause (a)), such term shall
       mean a day which, in addition to complying with any applicable
       requirements set forth in the foregoing clause (a) is a day other than a
       Saturday, Sunday or other day on which commercial banks in New York City
       are authorized or required by law to close; provided, that when such term
       is used for the purpose of determining the date on which the Eurocurrency
       Rate is determined under this Agreement for any Multicurrency Loan
       denominated in euro for any Interest Period therefor and for purposes of
       determining the first and last day of any such Interest Period,
       references in this Agreement to Business Days shall be deemed to be
       references to Target Operating Days.



<PAGE>   11
                                                                               5


              "Capital Stock": any and all shares, interests, participations or
       other equivalents (however designated) of Capital Stock of a corporation,
       any and all equivalent ownership interests in a Person (other than a
       corporation) and any and all warrants, rights or options to purchase any
       of the foregoing.

              "Cash Equivalents": (a) securities issued or unconditionally
       guaranteed or insured by the United States Government or the Canadian
       Government or any agency or instrumentality thereof having maturities of
       not more than twelve months from the date of acquisition, (b) securities
       issued or unconditionally guaranteed or insured by any state of the
       United States of America or province of Canada or any agency or
       instrumentality thereof having maturities of not more than twelve months
       from the date of acquisition and having one of the two highest ratings
       obtainable from either S&P or Moody's, (c) time deposits, certificates of
       deposit and bankers' acceptances having maturities of not more than
       twelve months from the date of acquisition, in each case with any Lender
       or with any commercial bank organized under the laws of the United States
       of America or any state thereof or the District of Columbia, Japan,
       Canada or any member of the European Economic Community or any U.S.
       branch of a foreign bank having at the date of acquisition capital and
       surplus of not less than $100,000,000, (d) repurchase obligations with a
       term of not more than seven days for underlying securities of the types
       described in clauses (a), (b) and (c) entered into with any bank meeting
       the qualifications specified in clause (c) above, (e) commercial paper
       issued by the parent corporation of any Lender and commercial paper
       rated, at the time of acquisition, at least A-1 or the equivalent thereof
       by S&P or P-1 or the equivalent thereof by Moody's and in either case
       maturing within twelve months after the date of acquisition, (e) deposits
       maintained with money market funds having total assets in excess of
       $300,000,000, (f) demand deposit accounts maintained in the ordinary
       course of business with banks or trust companies, (g) temporary deposits,
       of amounts received in the ordinary course of business pending
       disbursement of such amounts, in demand deposit accounts in banks outside
       the United States and (h) deposits in mutual funds which invest
       substantially all of their assets in preferred equities issued by U.S.
       corporations rated at least AA (or the equivalent thereof) by S&P.

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

              "Closing Date": the date on which all of the conditions precedent
       set forth in subsection 7.1 shall have been met or waived.

              "Co-Agents": as defined on Schedule IX hereto.

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

              "Collateral": any collateral in which a security interest is
       created pursuant to any Security Document.

              "Commitments": the collective reference to the Revolving Credit
       Commitments, the Multicurrency Commitments and the Term Loan Commitments.

              "Commonly Controlled Entity": an entity, whether or not
       incorporated, which is under common control with the U.S. Borrower within
       the meaning of Section 4001 of




<PAGE>   12
                                                                               6


       ERISA or is part of a group which includes the U.S. Borrower and which is
       treated as a single employer under Section 414 of the Code.

              "Consolidated Assets": at a particular date, all amounts which
       would be included under total assets on a consolidated balance sheet of
       the U.S. Borrower and its Subsidiaries as at such date, determined in
       accordance with GAAP.

              "Consolidated Indebtedness": at a particular date, all
       Indebtedness of the U.S. Borrower and its Subsidiaries which would be
       included under indebtedness on a consolidated balance sheet of the U.S.
       Borrower and its Subsidiaries as at such date, determined in accordance
       with GAAP, less any cash of the U.S. Borrower and its Subsidiaries as at
       such date.

              "Consolidated Interest Expense": for any fiscal period, the amount
       which would, in conformity with GAAP, be set forth opposite the caption
       "interest expense" (or any like caption) on a consolidated income
       statement of the U.S. Borrower and its Subsidiaries for such period and,
       to the extent not otherwise included in "interest expense," any other
       discounts and expenses comparable to or in the nature of interest under
       any Receivable Financing Transaction; provided, that Consolidated
       Interest Expense for any period shall (a) exclude (i) fees payable in
       respect of such period under subsection 5.5 of this Agreement and similar
       fees payable in respect of such period under the Other Revolving Credit
       Agreement, and (ii) any amortization or write-off of deferred financing
       fees during such period and (b) include any interest income during such
       period.

              "Consolidated Net Income": for any fiscal period, the consolidated
       net income (or deficit) of the U.S. Borrower and its Subsidiaries for
       such period (taken as a cumulative whole), determined in accordance with
       GAAP; provided that (a) any provision for post-retirement medical
       benefits, to the extent such provision calculated under FAS 106 exceeds
       actual cash outlays calculated on the "pay as you go" basis, shall not to
       be taken into account, and (b) there shall be excluded (i) the income (or
       deficit) of any Person accrued prior to the date it becomes a Subsidiary
       or is merged into or consolidated with the U.S. Borrower or any
       Subsidiary, (ii) the income (or deficit) of any Person (other than a
       Subsidiary) in which the U.S. Borrower or any Subsidiary has an ownership
       interest, except to the extent that any such income has been actually
       received by the U.S. Borrower or such Subsidiary in the form of dividends
       or similar distributions, (iii) the undistributed earnings of any
       Subsidiary to the extent that the declaration or payment of dividends or
       similar distributions by such Subsidiary is not at the time permitted by
       the terms of any Contractual Obligation or Requirement of Law (other than
       any non-consensual Requirement of Law of any non-U.S. jurisdiction)
       applicable to such Subsidiary, and (iv) in the case of a successor to the
       U.S. Borrower or any Subsidiary by consolidation or merger or as a
       transferee of its assets, any earnings of the successor corporation prior
       to such consolidation, merger or transfer of assets; provided, further
       that the exclusions in clauses (i) and (iv) of this definition shall not
       apply to the mergers or consolidations of the U.S. Borrower or its
       Subsidiaries with their respective Subsidiaries.

              "Consolidated Operating Profit": for any fiscal period,
       Consolidated Net Income for such period excluding (a) extraordinary gains
       and losses arising from the sale of material assets and other
       extraordinary and/or non-recurring gains and losses, (b) charges,


<PAGE>   13
                                                                               7


       premiums and expenses associated with the discharge of Indebtedness, (c)
       charges relating to FAS 106, (d) license fees (and any write-offs
       thereof), (e) stock compensation expense, (f) deferred financing fees
       (and any write-offs thereof), (g) write-offs of goodwill, (h) foreign
       exchange gains and losses, (i) miscellaneous income and expenses and (j)
       miscellaneous gains and losses arising from the sale of assets plus, to
       the extent deducted in determining Consolidated Net Income, the excess of
       (i) the sum of (A) Consolidated Interest Expense, (B) any expenses for
       taxes, (C) depreciation and amortization expense and (D) minority
       interests in income of Subsidiaries over (ii) net equity earnings in
       Affiliates (excluding Subsidiaries). For purposes of calculating the
       ratio set forth in subsection 9.1(b), Consolidated Operating Profit for
       any fiscal period shall in any event include the Consolidated Operating
       Profit for such fiscal period of any entity acquired by the U.S. Borrower
       or any of its Subsidiaries during such period.

              "Consolidated Revenues": for any fiscal period, the consolidated
       revenues of the U.S. Borrower and its Subsidiaries for such period,
       determined in accordance with GAAP.

              "Continuing Directors": the directors of the U.S. Borrower on the
       Closing Date and each other director, if such other director's nomination
       for election to the Board of Directors of the U.S. Borrower is
       recommended by a majority of the then Continuing Directors.

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

              "Conversion Date": any date on which either (a) an Event of
       Default under Section 11(i) has occurred or (b) the Commitments shall
       have been terminated prior to the Revolving Credit Termination Date
       and/or the Loans shall have been declared immediately due and payable, in
       either case pursuant to Section 11.

              "Conversion Sharing Percentage": on any date with respect to any
       Lender and any Loans of such Lender outstanding in any currency other
       than U.S. Dollars, the percentage of such Loans such that, after giving
       effect to the conversion of such Loans to U.S. Dollars and the purchase
       and sale by such Lender of participating interests as contemplated by
       subsection 13.8, the Revolving Outstandings Percentage of such Lender
       will equal such Lender's Revolving Credit Commitment Percentage on such
       date (calculated immediately prior to giving effect to any termination or
       expiration of the Revolving Credit Commitments on the Conversion Date).

              "Converted Loans": as defined in subsection 13.8(a).

              "Currency Agreement": any foreign exchange contract, currency swap
       agreement, futures contract, option contract, synthetic cap or other
       similar agreement or arrangement designed to protect the U.S. Borrower or
       any Subsidiary against fluctuations in currency values.

              "Currency Agreement Obligations": all obligations of the U.S.
       Borrower or any Subsidiary to any financial institution under any one or
       more Currency Agreements.


<PAGE>   14
                                                                               8


              "Default": any of the events specified in Section 11, whether or
       not any requirement for the giving of notice, the lapse of time, or both,
       or any other condition, has been satisfied.

              "Documentation Agent": as defined in the preamble hereto.

              "Dollars", "U.S. Dollars" and "$": dollars in lawful currency of
       the United States of America.

              "Domestic Loan Party": each Loan Party that is organized under the
       laws of any jurisdiction of the United States.

              "Domestic Subsidiary": any Subsidiary other than a Foreign
       Subsidiary.

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

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

              "Environmental Complaint": any complaint, order, citation, notice
       or other written communication from any Person with respect to the
       existence or alleged existence of a violation of any Environmental Laws
       or legal liability resulting from air emissions, water discharges, noise
       emissions, Hazardous Material or any other environmental, health or
       safety matter.

              "Environmental Laws": any and all applicable Federal, foreign,
       state, provincial, local or municipal laws, rules, orders, regulations,
       statutes, ordinances, codes, decrees, requirements of any Governmental
       Authority and any and all common law requirements, rules and bases of
       liability regulating, relating to or imposing liability or standards of
       conduct concerning pollution or protection of the environment or the
       Release or threatened Release of Hazardous Materials, as now or hereafter
       in effect.

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

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

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

              "Eurocurrency Rate": with respect to each Interest Period
       pertaining to a Multicurrency Loan, the Eurocurrency Rate determined for
       such Interest Period and the



<PAGE>   15
                                                                               9


       Available Foreign Currency in which such Multicurrency Loan is
       denominated in the manner set forth in the Administrative Schedule.

              "Eurodollar Loans": Revolving Credit Loans or Term Loans, as the
       case may be, the rate of interest applicable to which is based upon the
       Eurodollar Rate.

              "Eurodollar Rate": with respect to each day during each Interest
       Period pertaining to a Eurodollar Loan, the rate per annum determined on
       the basis of the rate for deposits in Dollars for a period equal to such
       Interest Period commencing on the first day of such Interest Period
       appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London
       time, two Business Days prior to the beginning of such Interest Period.
       In the event that such rate does not appear on Page 3750 of the Telerate
       screen (or otherwise on such screen), the "Eurodollar Base Rate" shall be
       determined by reference to such other comparable publicly available
       service for displaying eurodollar rates as may be selected by the
       Administrative Agent in consultation with the U.S. Borrower or, in the
       absence of such availability, by reference to the rate at which the
       Administrative Agent is offered Dollar deposits at or about 11:00 A.M.,
       New York City time, two Business Days prior to the beginning of such
       Interest Period in the interbank eurodollar market where its eurodollar
       and foreign currency and exchange operations are then being conducted for
       delivery on the first day of such Interest Period for the number of days
       comprised therein.

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

              "Event of Default": any of the events specified in Section 11,
       provided that any requirement for the giving of notice, the lapse of
       time, or both, or any other condition, has been satisfied.

              "Exchange Act": the Securities Exchange Act of 1934, as amended.

              "Exchange Rate": with respect to any non-U.S. Dollar currency on
       any date, the rate at which such currency may be exchanged into U.S.
       Dollars, as set forth on such date on the relevant Reuters currency page
       at or about 11:00 A.M., London time, on such date. In the event that such
       rate does not appear on any Reuters currency page, the "Exchange Rate"
       with respect to such non-U.S. Dollar currency shall be determined by
       reference to such other publicly available service for displaying
       exchange rates as may be agreed upon by the Administrative Agent and the
       U.S. Borrower or, in the absence of such agreement, such "Exchange Rate"
       shall instead be the Administrative Agent's spot rate of exchange in the
       interbank market where its foreign currency exchange operations in
       respect of such non-U.S. Dollar currency are then being conducted, at or
       about 10:00 A.M., local time, on such date for the purchase of U.S.
       Dollars with such non-U.S. Dollar currency, for delivery two Business
       Days later; provided, that if at the time of any such determination, no
       such spot rate can reasonably be quoted, the Administrative Agent may use
       any reasonable method as it deems applicable to determine such rate, and
       such determination shall be conclusive absent manifest error.

              "Excluded Subsidiary": each Subsidiary of a Foreign Subsidiary.

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


<PAGE>   16
                                                                              10


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

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

              "Financing Lease": (a) any lease of property, real or personal,
       the obligations under which are capitalized on a consolidated balance
       sheet of the U.S. Borrower and its Subsidiaries and (b) any other such
       lease to the extent that the then present value of the minimum rental
       commitment thereunder should, in accordance with GAAP, be capitalized on
       a balance sheet of the lessee.

              "First Lender": as defined in subsection 13.8(c).

              "Foreign Subsidiaries": each of the Subsidiaries so designated on
       Schedule VI and any Subsidiaries organized outside the United States
       which are created after the effectiveness hereof.

              "Foreign Subsidiary Borrower": each Foreign Subsidiary listed as a
       Foreign Subsidiary Borrower in Schedule II as amended from time to time
       in accordance with subsection 13.1(b)(i).

              "Foreign Subsidiary Opinion": with respect to any Foreign
       Subsidiary Borrower, a legal opinion of counsel to such Foreign
       Subsidiary Borrower addressed to the Administrative Agent and the Lenders
       covering the matters set forth on Exhibit N, with such assumptions,
       qualifications and deviations therefrom as the Administrative Agent shall
       approve (such approval not to be unreasonably withheld).

              "Funding Commitment Percentage": as at any date of determination
       (after giving effect to the making and payment of any Loans made on such
       date pursuant to subsection 2.5), with respect to any Lender, that
       percentage which the Available Revolving Credit Commitment of such Lender
       then constitutes of the Aggregate Available Revolving Credit Commitments.

              "GAAP": generally accepted accounting principles in the United
       States of America in effect from time to time.

              "German Subsidiary Pledge": the German Pledge, dated as of July 2,
       1999, made by Lear Corporation Germany, Ltd., in favor of The Chase
       Manhattan Bank, as agent.

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


<PAGE>   17
                                                                              11


              "Guarantee Obligation": as to any Person, any obligation of such
       Person guaranteeing or in effect guaranteeing any Indebtedness, leases,
       dividends or other obligations (the "primary obligations") of any other
       Person (the "primary obligor") in any manner, whether directly or
       indirectly, including, without limitation, any obligation of such Person,
       whether or not contingent (a) to purchase any such primary obligation or
       any property constituting direct or indirect security therefor, (b) to
       advance or supply funds (i) for the purchase or payment of any such
       primary obligation or (ii) to maintain working capital or equity capital
       of the primary obligor or otherwise to maintain the net worth or solvency
       of the primary obligor, (c) to purchase property, securities or services
       primarily for the purpose of assuring the owner of any such primary
       obligation of the ability of the primary obligor to make payment of such
       primary obligation or (d) otherwise to assure or hold harmless the owner
       of any such primary obligation against loss in respect thereof; provided,
       however, that the term Guarantee Obligation shall not include
       endorsements of instruments for deposit or collection in the ordinary
       course of business. The amount of any Guarantee Obligation shall be
       deemed to be an amount equal to the value as of any date of determination
       of the stated or determinable amount of the primary obligation in respect
       of which such Guarantee Obligation is made (unless such Guarantee
       Obligation shall be expressly limited to a lesser amount, in which case
       such lesser amount shall apply) or, if not stated or determinable, the
       value as of any date of determination of the maximum reasonably
       anticipated liability in respect thereof as determined by such Person in
       good faith.

              "Guarantor Supplement": a supplement to the Subsidiary Guarantee,
       substantially in the form of Annex A to the Subsidiary Guarantee, whereby
       a Subsidiary of the U.S. Borrower becomes a "Guarantor" under the
       Subsidiary Guarantee.

              "Hazardous Materials": any solid wastes, toxic or hazardous
       substances, materials or wastes, defined, listed, classified or regulated
       as such in or under any Environmental Laws, including, without
       limitation, asbestos, petroleum or petroleum products (including
       gasoline, crude oil or any fraction thereof), polychlorinated biphenyls,
       and urea-formaldehyde insulation, and any other substance the presence of
       which may give rise to liability under any Environmental Law.

              "Indebtedness": of a Person, at a particular date, the sum
       (without duplication) at such date of (a) indebtedness for borrowed money
       or for the deferred purchase price of property or services in respect of
       which such Person is liable as obligor, (b) indebtedness secured by any
       Lien on any property or asset owned or held by such Person regardless of
       whether the indebtedness secured thereby shall have been assumed by or is
       a primary liability of such Person, (c) obligations of such Person under
       Financing Leases, (d) the face amount of all letters of credit issued for
       the account of such person and, without duplication, the unreimbursed
       amount of all drafts drawn thereunder and (e) obligations (in the nature
       of principal or interest) of such Person in respect of acceptances or
       similar obligations issued or created for the account of such Person; but
       excluding (i) trade and other accounts payable in the ordinary course of
       business in accordance with customary trade terms and which are not
       overdue for more than 120 days or, if overdue for more than 120 days, as
       to which a dispute exists and adequate reserves in conformity with GAAP
       have been established on the books of such Person, (ii) deferred
       compensation obligations to employees and (iii) any obligations otherwise
       constituting Indebtedness the




<PAGE>   18
                                                                              12



       payment of which such Person has provided for pursuant to the terms of
       such Indebtedness or any agreement or instrument pursuant to which such
       Indebtedness was incurred, by the irrevocable deposit in trust of an
       amount of funds or a principal amount of securities, which deposit is
       sufficient, either by itself or taking into account the accrual of
       interest thereon, to pay the principal of and interest on such
       obligations when due.

              "Industrial Revenue Bonds": industrial revenue bonds issued for
       the benefit of the U.S. Borrower or its Subsidiaries and in respect of
       which the U.S. Borrower or its Subsidiaries will be the source of
       repayment.

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

              "Insolvent": pertaining to a condition of Insolvency.

              "Intercreditor Agreement": the Amended and Restated Intercreditor
       Agreement, substantially in the form of Exhibit P, to be entered into
       pursuant to subsection 13.18, between Toronto Dominion (Texas), Inc. and
       The Chase Manhattan Bank, as collateral agent, as amended or otherwise
       modified from time to time.

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

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

                   (a) initially, the period commencing on the borrowing or
              conversion date, as the case may be, with respect to such
              Eurodollar Loan or Multicurrency Loan and ending (i) one, two,
              three or six months thereafter, or (ii) with the consent of all
              the Lenders making such Loan, (x) nine or twelve months thereafter
              and, (y) with respect to Loans denominated in U.S. Dollars, two
              weeks, in each case, as selected by the relevant Borrower in its
              notice of borrowing or notice of conversion, as the case may be,
              given with respect thereto; and

                   (b) thereafter, each period commencing on the last day of the
              next preceding Interest Period applicable to such Eurodollar Loan
              or Multicurrency Loan and ending (i) one, two, three or six months
              thereafter, or (ii) with the consent of all the Lenders making
              such Loan, (x) nine or twelve months thereafter and, (y) with
              respect to Loans denominated in U.S. Dollars, two weeks, in each
              case, as selected by the relevant Borrower by irrevocable notice
              to the Administrative Agent prior to 12:00 Noon, New York City
              time, not less than three Business Days prior to the last day of
              the then current Interest Period with respect thereto, with
              respect to Eurodollar Loans, or by the time specified for the
              Notice of Multicurrency Loan Continuation with respect to any
              Multicurrency Loans set forth in the Administrative Schedule,


<PAGE>   19
                                                                              13


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

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

                   (ii)   any Interest Period applicable to a Eurodollar Loan or
              Multicurrency Loan that would otherwise extend beyond the
              Revolving Credit Termination Date or Term Loan Maturity Date, as
              the case may be, shall end on the Revolving Credit Termination
              Date or Term Loan Maturity Date, as the case may be; and

                   (iii) any Interest Period pertaining to a Eurodollar Loan or
              Multicurrency Loan (other than an Interest Period of two weeks'
              duration in respect of Loans denominated in U.S. Dollars) that
              begins on the last Business Day of a calendar month (or on a day
              for which there is no numerically corresponding day in the
              calendar month at the end of such Interest Period) shall end on
              the last Business Day of a calendar month.

              "Interest Rate Agreement": any interest rate protection agreement,
       interest rate swap or other interest rate hedge arrangement (other than
       any interest rate cap or other similar agreement or arrangement pursuant
       to which the U.S. Borrower has no credit exposure), to or under which the
       U.S. Borrower or any of its Subsidiaries is a party or a beneficiary.

              "Interest Rate Agreement Obligations": all obligations of the U.S.
       Borrower or any Subsidiary to any financial institution under any one or
       more Interest Rate Agreements.

              "Investment Grade Status": shall exist at any time when the actual
       or implied rating of the U.S. Borrower's senior long-term unsecured debt
       is at or above BBB- from S&P and at or above Baa3 from Moody's; if either
       of S&P or Moody's shall change its system of classifications after the
       date of this Agreement, Investment Grade Status shall exist at any time
       when the actual or implied rating of the U.S. Borrower's senior long-term
       unsecured debt is at or above the new rating which most closely
       corresponds to the above-specified level under the previous rating
       system.

              "JP Morgan": JP Morgan, a division of Chase Securities Inc.

              "Judgment Currency": as defined in subsection 13.19(b).

              "Lead Managers": as defined on Schedule IX hereto.

              "Lear Germany": Lear Corporation Beteiligungs GmbH.


<PAGE>   20
                                                                              14


              "Lenders": as defined in the preamble hereto, provided that no
       Person shall become a "Lender" hereunder after the Closing Date without
       compliance with subsection 13.6(c).

              "Leverage Ratio": for any date of determination, including any
       Adjustment Date, the ratio of (i) Consolidated Indebtedness at the end of
       the most recently ended fiscal quarter to (ii) Consolidated Operating
       Profit for the four consecutive fiscal quarters then ended; provided
       that, if at any time the aggregate amount of Indebtedness associated with
       Receivables Financing Transactions exceeds $500,000,000, an amount equal
       to the excess over $500,000,000 shall be included in the determination of
       "Consolidated Indebtedness".

              "Lien": any mortgage, pledge, hypothecation, assignment, deposit
       arrangement, encumbrance, lien (statutory or other), or preference,
       priority or other security agreement or preferential arrangement of any
       kind or nature whatsoever (including, without limitation, any conditional
       sale or other title retention agreement or any Financing Lease having
       substantially the same economic effect as any of the foregoing).

              "Loan Documents": the collective reference to this Agreement, any
       Notes and the Security Documents.

              "Loan Parties": the collective reference to the Borrowers, each
       guarantor or grantor party to any Security Document and each issuer of
       pledged stock under each Pledge Agreement.

              "Loans": the collective reference to the Revolving Credit Loans,
       the Term Loans and the Multicurrency Loans.

              "Loans to be Converted": as defined in subsection 13.8(a).

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

              "Majority Lenders": (a) at any time prior to the termination of
       the Revolving Credit Commitments, Lenders holding in the aggregate more
       than 50% of the aggregate amount of the Revolving Credit Commitments and
       the aggregate outstanding principal amount of Term Loans; and (b) at any
       time after the termination of the Revolving Credit Commitments, Lenders
       whose Aggregate Total Outstandings aggregate more than 50% of the
       Aggregate Total Outstandings of all Lenders; provided that for purposes
       of this definition the Aggregate Total Outstandings of each Lender shall
       be adjusted up or down so as to give effect to any participations
       purchased or sold pursuant to subsection 13.8.

              "Majority Multicurrency Lenders": at any time, Multicurrency
       Lenders whose Multicurrency Commitment Percentages aggregate more than
       50%.

              "Majority Revolving Credit Lenders": at any time, Lenders whose
       Revolving Credit Commitment Percentages aggregate more than 50%.


<PAGE>   21
                                                                              15


              "Majority Term Loan Lenders": at any time, Lenders holding more
       than 50% of the aggregate outstanding principal amount of Term Loans.

              "Managing Agents": as defined on Schedule IX hereto.

              "Material Subsidiary": each Loan Party and any other Subsidiary
       which (a) for the most recent fiscal year of the U.S. Borrower accounted
       for more than 10% of Consolidated Revenues or (b) as of the end of such
       fiscal year, was the owner of more than 10% of Consolidated Assets, all
       as shown on the consolidated financial statements of the U.S. Borrower
       for such fiscal year.

              "Moody's": Moody's Investors Service, Inc. or any successor
       thereto.

              "Multicurrency Commitment": as to any Multicurrency Lender at any
       time, its obligation to make Multicurrency Loans to the U.S. Borrower or
       Foreign Subsidiary Borrowers in an aggregate amount in Available Foreign
       Currencies of which the U.S. Dollar Equivalent does not exceed at any
       time outstanding the lesser of (a) the amount set forth opposite such
       Multicurrency Lender's name in Schedule I under the heading
       "Multicurrency Commitment", and (b) the Revolving Credit Commitment of
       such Multicurrency Lender, in each case as such amount may be reduced
       from time to time as provided in subsection 4.4 and the other applicable
       provisions hereof.

              "Multicurrency Commitment Percentage": as to any Multicurrency
       Lender at any time, the percentage which such Multicurrency Lender's
       Multicurrency Commitment then constitutes of the aggregate Multicurrency
       Commitments (or, if the Multicurrency Commitments have terminated or
       expired, the percentage which (a) the U.S. Dollar Equivalent of the
       Aggregate Multicurrency Outstandings of such Multicurrency Lender at such
       time constitutes of (b) the U.S. Dollar Equivalent of the Aggregate
       Multicurrency Outstandings of all Multicurrency Lenders at such time).

              "Multicurrency Lender": each Lender having a Multicurrency
       Commitment or holding Multicurrency Loans.

              "Multicurrency Loans": as defined in subsection 4.1.

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

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

              "Net Proceeds": shall mean the gross proceeds received by the U.S.
       Borrower or any Subsidiary from a sale or other disposition of any asset
       of the U.S. Borrower or such Subsidiary less (a) all reasonable fees,
       commissions and other out-of-pocket expenses incurred by the U.S.
       Borrower or such Subsidiary in connection therewith, (b) Federal, state,
       local and foreign taxes assessed in connection therewith and (c) the
       principal amount, accrued interest and any related prepayment fees of any
       Indebtedness (other than the Loans) which is secured by any such asset
       and which is required to be repaid in connection with the sale thereof.

<PAGE>   22
                                                                              16



              "9 1/2% Subordinated Note Indenture": the Indenture dated as of
       July 1, 1996, between the U.S. Borrower and The Bank of New York, as
       trustee, as the same may be amended, supplemented or otherwise modified
       from time to time in accordance with subsection 14.10.

              "9 1/2% Subordinated Notes": the 9 1/2% Subordinated Notes of the
       U.S. Borrower due 2006, issued pursuant to the 9 1/2% Subordinated Note
       Indenture.

              "Non-Multicurrency Lender": each Lender which is not a
       Multicurrency Lender.

              "Notes": the collective reference to the Revolving Credit Notes
       and the Term Notes.

              "Notice of Multicurrency Loan Borrowing": with respect to a
       Multicurrency Loan, a notice from the Borrower (or the U.S. Borrower on
       its behalf) in respect of such Loan, containing the information in
       respect of such Loan and delivered to the Person, in the manner and by
       the time, specified for a Notice of Multicurrency Loan Borrowing in
       respect of the currency of such Loan in the Administrative Schedule.

              "Notice of Multicurrency Loan Continuation": with respect to a
       Multicurrency Loan, a notice from the Borrower (or the U.S. Borrower on
       its behalf) in respect of such Loan, containing the information in
       respect of such Loan and delivered to the Person, in the manner and by
       the time, specified for a Notice of Multicurrency Loan Continuation in
       respect of the currency of such Loan in the Administrative Schedule.

              "Obligations": collectively, the unpaid principal of and interest
       on the Loans, Interest Rate Agreement Obligations or Currency Agreement
       Obligations entered into by any Borrower with any Lender (or any
       Affiliate of any Lender) and all other obligations and liabilities of (a)
       the U.S. Borrower under or in connection with this Agreement (including,
       without limitation, the obligations under Section 10 hereof) and the
       other Loan Documents and (b) each Foreign Subsidiary Borrower under this
       Agreement and the other Loan Documents (including, without limitation,
       interest accruing at the then applicable rate provided in this Agreement
       or any other applicable Loan Document after the maturity of the Loans and
       interest accruing at the then applicable rate provided in this Agreement
       or any other applicable Loan Document after the filing of any petition in
       bankruptcy, or the commencement of any insolvency, reorganization or like
       proceeding, relating to the U.S. Borrower, whether or not a claim for
       post-filing or post-petition interest is allowed in such proceeding),
       whether direct or indirect, absolute or contingent, due or to become due,
       or now existing or hereafter incurred, which may arise under, out of, or
       in connection with, this Agreement, the Notes, the other Loan Documents
       or any other document made, delivered or given in connection therewith,
       in each case whether on account of principal, interest, reimbursement
       obligations, fees, indemnities, costs, expenses or otherwise (including,
       without limitation, all fees and disbursements of counsel to the
       Administrative Agent or to the Lenders that are required to be paid by
       any Borrower pursuant to the terms of this Agreement or any other Loan
       Document).

              "Other Lender": as defined in subsection 13.8(c).

<PAGE>   23
                                                                              17



              "Other Revolving Credit Agreement": the Third Amended and Restated
       Credit and Guarantee Agreement, dated as of March 26, 2001, among the
       U.S. Borrower, certain of its Foreign Subsidiaries, the lenders parties
       thereto, Chase, as general administrative agent, and others, as the same
       may be amended, supplemented or otherwise modified from time to time, and
       any Refinancing Agreement in respect thereof.

              "Participants": as defined in subsection 13.6(b).

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

              "PBGC": the Pension Benefit Guaranty Corporation established
       pursuant to Subtitle A of Title IV of ERISA.

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

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

              "Pledge Agreement": the Amended and Restated Pledge Agreement, to
       be executed and delivered by the U.S. Borrower and certain of its
       subsidiaries in favor of The Chase Manhattan Bank, as Agent,
       substantially in the form of Exhibit Q, as the same may be amended,
       supplemented or otherwise modified from time to time.

              "Pledged Stock": as defined in the Pledge Agreement.

              "Prepayment Proceeds": as defined in subsection 5.4(f).

              "Property": each parcel of real property owned or operated by the
       U.S. Borrower and its Subsidiaries.

              "Proprietary Rights": as defined in subsection 6.16.

              "Public Indebtedness": Indebtedness issued in a public offering or
       Rule 144A transaction.

              "Quotation Day": in respect of the determination of the
       Eurocurrency Rate for any Interest Period for Multicurrency Loans in any
       Available Foreign Currency, the day on which quotations would ordinarily
       be given by prime banks in the London interbank market (or, if such
       Available Foreign Currency is Pounds Sterling, in the Paris interbank
       market) for deposits in such Available Foreign Currency for delivery on
       the first day of such Interest Period; provided, that if quotations would
       ordinarily be given on more than one date, the Quotation Day for such
       Interest Period shall be the last of such dates. On the date hereof, the
       Quotation Day in respect of any Interest Period for any Available Foreign
       Currency (other than the euro) is customarily the last London Banking Day
       prior



<PAGE>   24
                                                                              18



       to the beginning of such Interest Period which is (a) at least two London
       Banking Days prior to the beginning of such Interest Period and (b) a day
       on which banks are open for general banking business in the city which is
       the principal financial center of the country of issue of such Available
       Foreign Currency (and, in the case of Pounds Sterling, in Paris); and the
       Quotation Day in respect of any Interest Period for the euro is the day
       which is two Target Operating Days prior to the first day of such
       Interest Period.

              "Receivable Financing Transaction": any transaction or series of
       transactions involving a sale for cash of accounts receivable, without
       recourse based upon the collectibility of the receivables sold, by the
       U.S. Borrower or any of its Subsidiaries to a Special Purpose Subsidiary
       and a subsequent sale or pledge of such accounts receivable (or an
       interest therein) by such Special Purpose Subsidiary, in each case
       without any guarantee by the U.S. Borrower or any of its Subsidiaries
       (other than the Special Purpose Subsidiary).

              "Refinancing Agreement": with respect to the Other Revolving
       Credit Agreement, a successor agreement or indenture satisfying the
       following criteria: (a) such successor agreement or indenture refinances
       in whole or in part, and replaces or refinances the commitments under the
       Other Revolving Credit Agreement, (b) either (i) the covenants,
       representations and warranties and events of default set forth in such
       successor agreement shall be equivalent to the corresponding provisions
       set forth in the Other Revolving Credit Agreement, or (ii) to the extent
       such provisions are more restrictive on the Borrower and its Subsidiaries
       than the provisions of this Agreement, the U.S. Borrower shall,
       contemporaneously with entering into such Refinancing Agreement, enter
       into with the Administrative Agent an amendment to this Agreement
       reasonably satisfactory to the Administrative Agent pursuant to which
       such more restrictive provisions shall be incorporated herein (the
       Lenders hereby authorizing the Administrative Agent to enter into such
       amendment), (c) such successor agreement shall not be guaranteed by any
       Person other than the Subsidiary Guarantors pursuant to the Subsidiary
       Guarantee and, if applicable, the Borrower and shall not be secured
       except pursuant to the Security Documents and (d) the lenders under such
       successor agreement (or an agent for such lenders) shall have entered
       into an intercreditor agreement with the Administrative Agent, in form
       and substance reasonably satisfactory to the Administrative Agent, which
       shall, in any event, contain customary indemnities, liability
       limitations, exculpation provisions and other customary protective
       provisions in favor of the Administrative Agent, in its capacity as Agent
       under (and as defined in) the Subsidiary Guarantee and the Security
       Documents, substantially equivalent to those set forth in the
       corresponding provisions of the Other Revolving Credit Agreement.

              "Refinancing Indebtedness": a collective reference to (x) any
       Indebtedness pursuant to a Refinancing Agreement and (y) with respect to
       the Senior Notes and the 2001 Eurobonds, Indebtedness refinancing the
       Senior Notes or the 2001 Eurobonds or any successor refinancings
       satisfying the following criteria: (a) such Refinancing Indebtedness
       refinances the aggregate outstanding principal balance of such
       Indebtedness being refinanced, (b) the covenants, representations and
       warranties and events of default set forth in the indenture or agreement
       relating to such Refinancing Indebtedness shall be equivalent to or no
       more restrictive in any material respect than the corresponding
       provisions set forth in the Senior Notes Indenture or the 2001 Eurobond
       Indenture, as the



<PAGE>   25
                                                                              19


       case may be, and (c) the maturity date of such Refinancing Indebtedness
       shall not be earlier than the later of the Term Loan Maturity Date or the
       Revolving Credit Termination Date.

              "Register": as defined in subsection 13.6(d).

              "Release" means any spilling, leaking, pumping, pouring, emitting,
       emptying, discharging, escaping, leaking, dumping, disposing, spreading,
       depositing or dispersing of any Hazardous Materials in, unto or onto the
       environment.

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

              "Reportable Event": any of the events set forth in Section 4043(c)
       of ERISA, other than those events as to which the thirty day notice
       period is waived under any of subsections .13, .14, .16, .18, .19 or .20
       of PBGC Reg. ss. 4043 or any successor regulation thereto.

              "Requested Multicurrency Loans": as defined in subsection 2.5(a).

              "Requirement of Law": as to (a) any Person, the certificate of
       incorporation and by-laws or the partnership or limited partnership
       agreement or other organizational or governing documents of such Person,
       and any law, treaty, rule or regulation or determination of an arbitrator
       or a court or other Governmental Authority, in each case applicable to or
       binding upon such Person or any of its property or to which such Person
       or any of its property is subject, and (b) any property, any law, treaty,
       rule, regulation, requirement, judgment, decree or determination of any
       Governmental Authority applicable to or binding upon such property or to
       which such property is subject, including, without limitation, any
       Environmental Laws.

              "Responsible Officer": with respect to any Loan Party, the chief
       executive officer, the president, the chief financial officer, any vice
       president, the treasurer or the assistant treasurer of such Loan Party.

              "Revolving Credit Commitment": as to any Lender at any time, its
       obligation to make Revolving Credit Loans to the U.S. Borrower in an
       aggregate amount not to exceed at any time outstanding the U.S. Dollar
       amount set forth opposite such Lender's name in Schedule I under the
       heading "Revolving Credit Commitment", as such amount may be reduced from
       time to time pursuant to subsection 2.4 and the other applicable
       provisions hereof.

              "Revolving Credit Commitment Percentage": as to any Lender at any
       time, the percentage which such Lender's Revolving Credit Commitment then
       constitutes of the aggregate Revolving Credit Commitments of all Lenders
       (or, if the Revolving Credit Commitments have terminated or expired, the
       percentage which (a) the Aggregate Revolving Outstandings of such Lender
       at such time then constitutes of (b) the Aggregate Revolving Outstandings
       of all Lenders at such time).


<PAGE>   26
                                                                              20


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

              "Revolving Credit Lender": each Lender having an amount greater
       than zero set forth under the heading "Revolving Credit Commitment"
       opposite its name on Schedule I.

              "Revolving Credit Lenders": Lenders listed in Part A of Schedule I
       hereto.

              "Revolving Credit Loan": as defined in subsection 2.1(a).

              "Revolving Credit Loan Pricing Grid":

<TABLE>
<CAPTION>

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

                                                       Applicable Margin
                                                       -----------------
 -------------------------------------------------------------------------------------------------------

                                  Eurodollar/Eurocurrency                                  Facility
        Leverage Ratio                      Loans                      ABR Loans           Fee Rate
        --------------                      -----                      ---------           --------
 -------------------------------------------------------------------------------------------------------
<S>                               <C>                                  <C>                 <C>
     Less than 3.00:1.00                    1.30%                        0.05%               0.45%
    or equal to
 -------------------------------------------------------------------------------------------------------
     Less than 2.00:1.00                    1.15%.                       0.00%               0.35%
    or equal to
 -------------------------------------------------------------------------------------------------------
  Greater than 2.00:1.00                    0.95%                        0.00%               0.30%
 -------------------------------------------------------------------------------------------------------
  Greater than 1.50:1.00 and                0.75%                        0.00%               0.25%
      either BBB- or Baa3
 -------------------------------------------------------------------------------------------------------

</TABLE>


              Changes in the Applicable Margin or in the Facility Fee Rate
       resulting from changes in the Leverage Ratio shall become effective on
       the Adjustment Date and shall remain in effect until the next change to
       be effected pursuant to the definition of "Adjustment Date"; provided
       that if the financial statements and related compliance certificate for
       any fiscal period are not delivered by the date due pursuant to
       subsections 18.1 and 18.2(b), the Applicable Margin shall be (i) for the
       first five days subsequent to such due date, the Applicable Margin then
       in effect on the day prior to such due date, and (ii) thereafter, that
       set forth above opposite the Leverage Ratio greater than or equal to
       3:00:1.00, in either case, until the subsequent Adjustment Date.

              "Revolving Credit Note": as defined in subsection 2.2(e).

              "Revolving Credit Termination Date": May 4, 2004.

              "Revolving Outstandings Percentage": on any date with respect to
       any Lender, the percentage which the Adjusted Aggregate Revolving
       Outstandings of such Lender constitutes of the Adjusted Aggregate
       Revolving Outstandings of all Lenders.

              "Securities Act": the Securities Act of 1933, as amended.

              "Security Documents": the collective reference to the Pledge
       Agreement, the Subsidiary Guarantee and each other guarantee, security
       document or similar agreement



<PAGE>   27
                                                                              21



       that may be delivered to the Administrative Agent as collateral security
       for any or all of the Obligations, in each case as amended, supplemented
       or otherwise modified from time to time, including, without limitation,
       to give effect to any Refinancing Agreement permitted hereunder.

              "Senior Notes": the 7.96% Senior Notes due 2005 and the 8.11%
       Senior Notes due 2009 of the U.S. Borrower, each issued pursuant to the
       Senior Notes Indenture, and any Refinancing Indebtedness in respect
       thereof.

              "Senior Notes Indenture": the Indenture, dated as of May 15, 1999,
       among the U.S. Borrower, as issuer, the subsidiary guarantors parties
       thereto and The Bank of New York, as trustee, as the same may be amended,
       supplemented or otherwise modified or replaced from time to time in
       accordance with the definition of "Refinancing Indebtedness".

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

              "S&P": Standard & Poor's Ratings Group or any successor thereto.

              "Special Affiliate": any Affiliate of the U.S. Borrower (a) as to
       which the U.S. Borrower holds, directly or indirectly, (i) power to vote
       20% or more of the securities having ordinary voting power for the
       election of directors of such Affiliate or (ii) a 20% ownership interest
       in such Affiliate and (b) which is engaged in business of the same or
       related general type as now being conducted by the U.S. Borrower and its
       Subsidiaries.

              "Special Entity": any Person which is engaged in business of the
       same or related general type as now being conducted by the U.S. Borrower
       and its Subsidiaries.

              "Special Purpose Subsidiary": any Wholly Owned Subsidiary of the
       U.S. Borrower created by the U.S. Borrower for the sole purpose of
       facilitating a Receivable Financing Transaction.

              "Subordinated Debt": any obligations (for principal, interest or
       otherwise) evidenced by or arising under or in respect of the
       Subordinated Notes and the 9 1/2% Subordinated Notes.

              "Subordinated Debt Indentures": the collective reference to the
       Subordinated Note Indenture and the 9 1/2% Subordinated Note Indenture.

              "Subordinated Note Indenture": the Indenture, dated as of February
       1, 1994, between the U.S. Borrower and State Street Bank and Trust
       Company (as successor to The First National Bank of Boston), as trustee,
       as the same may be amended, supplemented or otherwise modified from time
       to time in accordance with subsection 9.10.

              "Subordinated Notes": the 8 1/4% Subordinated Notes of the U.S.
       Borrower due 2002, issued pursuant to the Subordinated Note Indenture.


<PAGE>   28
                                                                              22


              "Subsequent Participant": any member state of the EMU that adopts
       the euro as its lawful currency after January 1, 1999.

              "Subsidiary": as to any Person, a corporation, partnership or
       other entity of which shares of stock or other ownership interests having
       ordinary voting power (other than stock or such other ownership interests
       having such power only by reason of the happening of a contingency) to
       elect a majority of the board of directors or other managers of such
       corporation, partnership or other entity are at the time owned, or the
       management of which is otherwise controlled, directly or indirectly,
       through one or more intermediaries, or both, by such Person (exclusive of
       any Affiliate in which such Person has a minority ownership interest).
       Unless otherwise qualified, all references to a "Subsidiary" or to
       "Subsidiaries" in this Agreement shall refer to a Subsidiary or
       Subsidiaries of the U.S. Borrower.

              "Subsidiary and Secured Indebtedness": the collective reference
       (without duplication) to (a) any Indebtedness of any Subsidiary, other
       than Indebtedness permitted by paragraphs (a) through (e) of subsection
       9.2, (b) any Guarantee Obligation of any Subsidiary, other than Guarantee
       Obligations permitted by paragraphs (a) through (e) of subsection 9.4,
       (c) any Indebtedness or Guarantee Obligation of any Person that is
       secured by any Lien on any property, assets or revenues of the U.S.
       Borrower or any of its Subsidiaries, other than Liens permitted by
       paragraphs (a) through (n) of subsection 9.3. For purposes of clause (b)
       of the preceding sentence, the amount of any Guarantee Obligation shall
       be determined as set forth in the definition of "Guarantee Obligation" in
       this subsection 1.1; and for purposes of clause (c) of the preceding
       sentence, the amount of any Indebtedness or Guarantee Obligation that is
       secured by a Lien on any property, assets or revenues of the U.S.
       Borrower or any of its Subsidiaries shall equal the lesser of (x) the
       amount of any such Indebtedness or Guarantee Obligation and (y) the fair
       market value as of the date of determination of the property, assets or
       revenues subject to such Lien. At any time of determination, the amount
       of Subsidiary and Secured Indebtedness outstanding shall be determined
       without duplication of any other Subsidiary and Secured Indebtedness then
       outstanding.

              "Subsidiary Guarantee": the Amended and Restated Subsidiary
       Guarantee, dated as of the date hereof, made by certain Subsidiaries of
       the U.S. Borrower in favor of the Administrative Agent, substantially in
       the form of Exhibit O, as the same may be amended, supplemented or
       otherwise modified from time to time.

              "Subsidiary Guarantor": each Subsidiary that is a guarantor party
       to the Subsidiary Guarantee, so long as the Subsidiary Guarantee remains
       in effect.

              "Syndication Agent": as defined in the preamble hereto.

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

              "Taxes": as defined in subsection 5.12(a).


<PAGE>   29
                                                                              23


              "Term Loan": as defined in subsection 3.1(a).

              "Term Loan Commitment": as to any Lender at any time, its
       obligation to make a Term Loan to the U.S. Borrower in a principal amount
       not to exceed the amount set forth opposite such Lender's name in
       Schedule I.

              "Term Loan Lender": each Lender having a Term Loan Commitment or
       holding Term Loans.

              "Term Loan Maturity Date": May 4, 2004.

              "Term Loan Pricing Grid":

<TABLE>
<CAPTION>

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

                                                      Applicable Margin
                                                      -----------------
-----------------------------------------------------------------------------------
                                 Eurodollar/Eurocurrency
       Leverage Ratio                      Loans                      ABR Loans
       --------------                      -----                      ---------
-----------------------------------------------------------------------------------
<S>                              <C>                                 <C>
   Less than   3.00:1.00                   1.75%                         0.50%
  or equal to
-----------------------------------------------------------------------------------
   Less than   2.00:1.00                   1.50%                         0.35%
  or equal to
-----------------------------------------------------------------------------------
 Greater than  2.00:1.00                   1.25%                         0.30%
-----------------------------------------------------------------------------------
 Greater than  1.50:1.00 and               1.00%                         0.25%
    either BBB- or Baa3
-----------------------------------------------------------------------------------
</TABLE>

              Changes in the Applicable Margin resulting from changes in the
       Leverage Ratio shall become effective on the Adjustment Date and shall
       remain in effect until the next change to be effected pursuant to the
       definition of "Adjustment Date"; provided that if the financial
       statements and related compliance certificate for any fiscal period are
       not delivered by the date due pursuant to subsections 8.1 and 8.2(b), the
       Applicable Margin shall be (i) for the first five days subsequent to such
       due date, the Applicable Margin then in effect on the day prior to such
       due date, and (ii) thereafter, that set forth above opposite the Leverage
       Ratio greater than or equal to 3:00:1.00, in either case, until the
       subsequent Adjustment Date.

              "Term Note": as defined in subsection 3.2(e).

              "Tranche": the collective reference to Revolving Credit Loans or
       Term Loans, as the case may be, that are Eurodollar Loans, or
       Multicurrency Loans, the then current Interest Periods with respect to
       all of which begin on the same date and end on the same later date
       (whether or not such Loans shall originally have been made on the same
       day).

              "Transferee": as defined in subsection 13.6(f).

              "Treaty on European Union": the Treaty of Rome of March 25, 1957,
       as amended by the Single European Act 1986 and the Maastricht Treaty
       (which was signed


<PAGE>   30
                                                                              24


       at Maastricht on February 7, 1992, and came into force on November 1,
       1993), as amended from time to time.

              "2001 Eurobond Indenture": the Indenture, dated as of March 20,
       2001, among the U.S. Borrower, as issuer, the guarantors party thereto
       from time to time, as guarantors, and The Bank of New York, as trustee,
       as the same may be amended, supplemented or otherwise modified from time
       to time in accordance with the definition of "Refinancing Indebtedness."

              "2001 Eurobonds": the 8-1/8% Senior Notes of the U.S. Borrower due
       2008 issued pursuant to the 2001 Eurobond Indenture, and any Refinancing
       Indebtedness in respect thereof.

              "Type": as to any Revolving Credit Loan or Term Loan, as the case
       may be, its nature as an ABR Loan or a Eurodollar Loan.

              "U.S. Borrower": as defined in the preamble hereto.

              "U.S. Dollar Equivalent": with respect to an amount denominated in
       any currency other than U.S. Dollars, the equivalent in U.S. Dollars of
       such amount determined at the Exchange Rate on the date of determination
       of such equivalent. In making any determination of the U.S. Dollar
       Equivalent for purposes of calculating the amount of Loans to be borrowed
       from the respective Lenders on any Borrowing Date, the Administrative
       Agent shall use the relevant Exchange Rate in effect on the date on which
       the relevant Borrower delivers a borrowing notice for such Loans pursuant
       to the provisions of this Agreement and the other Loan Documents.

              "U.S. Prime Rate": 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. The U.S. Prime Rate
       is not intended to be the lowest rate of interest charged by the
       Administrative Agent in connection with extensions of credit to
       borrowers.

              "U.S. Reference Lenders": Chase and The Bank of Nova Scotia.

              "UT Automotive Acquisition": the acquisition by the U.S. Borrower
       (or a Subsidiary as its designee) of the Capital Stock of Lear
       Corporation Automotive Holdings, a Delaware corporation formerly known as
       UT Automotive, Inc., and certain related entities, pursuant to the UT
       Automotive Acquisition Agreement.

              "UT Automotive Acquisition Agreement": the Stock Purchase
       Agreement, dated as of March 16, 1999, between Nevada Bond Investment
       Corp. II, a Nevada corporation, as Seller, and the U.S. Borrower (or a
       Subsidiary as its designee), as Buyer, as amended, supplemented or
       otherwise modified, and certain related agreements.

              "Wholly Owned Subsidiary": as to any Person, a corporation,
       partnership or other entity of which (a) 100% of the common Capital Stock
       or other ownership interests of such corporation, partnership or other
       entity or (b) more than 95% of the common Capital Stock or other
       ownership interests of such corporation, partnership or other entity


<PAGE>   31
                                                                              25


       where the portion of the common Capital Stock or other ownership
       interests not held by such Person is held by other Persons to satisfy
       applicable legal requirements, is owned, directly or indirectly, by such
       Person; provided, however, that so long as the U.S. Borrower owns,
       directly or indirectly, more than 95% of the Capital Stock of Lear
       Italia, Lear Italia shall be deemed a Wholly Owned Subsidiary of the U.S.
       Borrower.

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

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

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

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

              SECTION 2.     AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

              2.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Lender severally agrees to make revolving credit loans
(each, a "Revolving Credit Loan") in U.S. Dollars to the U.S. Borrower from time
to time during the Revolving Credit Commitment Period so long as after giving
effect thereto (i) the Available Revolving Credit Commitment of each Lender is
greater than or equal to zero and (ii) the Aggregate Revolving Outstandings of
all Revolving Credit Lenders do not exceed the Aggregate Revolving Credit
Commitments. During the Revolving Credit Commitment Period the U.S. Borrower may
use the Revolving Credit Commitments by borrowing, prepaying the Revolving
Credit Loans in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof.

              (b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the U.S. Borrower and notified to the Administrative Agent in accordance with
subsections 2.3 and 5.2, provided that no Revolving Credit Loan shall be made as
a Eurodollar Loan after the day that is one month prior to the Revolving Credit
Termination Date.

              (c) Revolving Credit Loans outstanding under (and as defined in)
the Existing Credit Agreement as of the Closing Date shall, from and after the
Closing Date, constitute Revolving Credit Loans hereunder.

              2.2 Repayment of Revolving Credit Loans; Evidence of Debt. (a) The
U.S. Borrower hereby unconditionally promises to pay to the Administrative Agent
for the account of



<PAGE>   32
                                                                              26



each Lender the then unpaid principal amount of each Revolving Credit Loan of
such Lender (whether made before or after the termination or expiration of the
Revolving Credit Commitments) on the Revolving Credit Termination Date and on
such other date(s) and in such other amounts as may be required from time to
time pursuant to this Agreement. The U.S. Borrower hereby further agrees to pay
interest on the unpaid principal amount of the Revolving Credit Loans from time
to time outstanding until payment thereof in full at the rates per annum, and on
the dates, set forth in subsection 5.1.

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

              (c) The Administrative Agent shall maintain the Register pursuant
to subsection 13.6(d), and a subaccount therein for each Lender, in which shall
be recorded (i) the date and amount of each Revolving Credit Loan made
hereunder, the Type thereof and each Interest Period applicable thereto, (ii)
the date of each continuation thereof pursuant to subsection 5.2, (iii) the date
of each conversion of all or a portion thereof to another Type pursuant to
subsection 5.2, (iv) the date and amount of any principal or interest due and
payable or to become due and payable from the U.S. Borrower to each Lender
hereunder in respect of the Revolving Credit Loans and (v) both the date and
amount of any sum received by the Administrative Agent hereunder from the U.S.
Borrower in respect of the Revolving Credit Loans and each Lender's share
thereof.

              (d) The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 2.2(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the U.S. Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligations of the U.S. Borrower to repay (with applicable interest) the
Revolving Credit Loans made to the U.S. Borrower by such Lender in accordance
with the terms of this Agreement.

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

              2.3 Procedure for Revolving Credit Borrowing. The U.S. Borrower
may borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Business Day, provided that the U.S. Borrower shall
give the Administrative Agent irrevocable notice (which notice must be received
by the Administrative Agent prior to 12:00 Noon, New York City time, (a) at
least three Business Days prior to the requested Borrowing Date, if all or any
part of the requested Revolving Credit Loans are to be initially Eurodollar
Loans, or (b) one Business Day prior to the requested Borrowing Date,
otherwise),



<PAGE>   33
                                                                              27



specifying in each case (i) the amount to be borrowed, (ii) the requested
Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR
Loans or a combination thereof and (iv) if the borrowing is to be entirely or
partly of Eurodollar Loans, the amount of such Type of Loan and the length of
the initial Interest Period therefor. Each borrowing under the Revolving Credit
Commitments (other than a borrowing under subsection 2.5) shall be in an amount
equal to (A) in the case of ABR Loans, $10,000,000 or a whole multiple of
$1,000,000 in excess thereof (or, if the then Aggregate Available Revolving
Credit Commitments are less than $10,000,000, such lesser amount) and (B) in the
case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in
excess thereof. Upon receipt of any such notice from the U.S. Borrower, the
Administrative Agent shall promptly notify each Lender thereof. Not later than
12:00 Noon, New York City time, on each requested Borrowing Date each Lender
shall make an amount equal to its Funding Commitment Percentage of the principal
amount of the Revolving Credit Loans requested to be made on such Borrowing Date
available to the Administrative Agent at its office specified in subsection 13.2
in U.S. Dollars and in immediately available funds. Except as otherwise provided
in subsection 2.5, the Administrative Agent shall on such date credit the
account of the U.S. Borrower on the books of such office with the aggregate of
the amounts made available to the Administrative Agent by the Lenders and in
like funds as received by the Administrative Agent.

              2.4 Termination or Reduction of Revolving Credit Commitments. The
U.S. Borrower shall have the right, upon not less than five Business Days'
notice to the Administrative Agent, to terminate the Revolving Credit
Commitments or, from time to time, to reduce the amount of the Revolving Credit
Commitments; provided that no such termination or reduction shall be permitted
if, after giving effect thereto and to any prepayments of the Loans made on the
effective date thereof, the Available Revolving Credit Commitment or Available
Multicurrency Commitment of any Lender would not be greater than or equal to
zero. Any such reduction shall be in an amount equal to $2,500,000 or a whole
multiple of $500,000 in excess thereof and shall reduce permanently the
Revolving Credit Commitments then in effect.

              2.5 Borrowings of Revolving Credit Loans and Refunding of Loans.
(a) If on any Borrowing Date on which a Borrower has requested the Multicurrency
Lenders to make Multicurrency Loans (the "Requested Multicurrency Loans"), (i)
the principal amount of the Requested Multicurrency Loans to be made by any
Multicurrency Lender exceeds the Available Multicurrency Commitment of such
Multicurrency Lender on such Borrowing Date (before giving effect to the making
and payment of any Loans required to be made pursuant to this subsection 2.5 on
such Borrowing Date) and (ii) the U.S. Dollar Equivalent of the amount of such
excess is less than or equal to the Aggregate Available Revolving Credit
Commitments of all Non-Multicurrency Lenders (before giving effect to the making
and payment of any Loans pursuant to this subsection 2.5 on such Borrowing
Date), each Non-Multicurrency Lender shall make a Revolving Credit Loan to the
U.S. Borrower on such Borrowing Date, and the proceeds of such Revolving Credit
Loans shall be simultaneously applied to repay outstanding Revolving Credit
Loans and/or Multicurrency Loans of the Multicurrency Lenders (as directed by
the U.S. Borrower) in each case in amounts such that, after giving effect to (1)
such borrowings and repayments and (2) the borrowing from the Multicurrency
Lenders of the Requested Multicurrency Loans, the Revolving Outstandings
Percentage of each Lender will equal (as nearly as possible) its Revolving
Credit Commitment Percentage. To effect such borrowings and repayments, (x) not
later than 12:00 Noon, New York City time, on such Borrowing Date, the proceeds
of such Revolving Credit Loans shall be made available by each Non-Multicurrency



<PAGE>   34
                                                                              28


Lender to the Administrative Agent at its office specified in subsection 13.2 in
U.S. Dollars and in immediately available funds and the Administrative Agent
shall apply the proceeds of such Revolving Credit Loans toward repayment of
outstanding Revolving Credit Loans and/or Multicurrency Loans of the
Multicurrency Lenders (as directed by the U.S. Borrower) and (y) concurrently
with the repayment of such Loans on such Borrowing Date, (I) the Multicurrency
Lenders shall, in accordance with the applicable provisions hereof, make the
Requested Multicurrency Loans in an aggregate amount equal to the amount so
requested by such Borrower (but not in any event greater than the Aggregate
Available Multicurrency Commitments after giving effect to the making of such
repayment of any Loans on such Borrowing Date) and (II) the relevant Borrower
shall pay to the Administrative Agent for the account of the Lenders whose Loans
to such Borrower are repaid on such Borrowing Date pursuant to this subsection
2.5 all interest accrued on the amounts repaid to the date of repayment,
together with any amounts payable pursuant to subsection 5.11 in connection with
such repayment.

              (b) If any borrowing of Revolving Credit Loans is required
pursuant to this subsection 2.5, the U.S. Borrower shall notify the
Administrative Agent in the manner provided for Revolving Credit Loans in
subsection 2.3, except that the minimum borrowing amounts and threshold
multiples in excess thereof applicable to ABR Loans set forth in subsection 2.3
shall not be applicable to the extent that such minimum borrowing amounts exceed
the amounts of Revolving Credit Loans required to be made pursuant to this
subsection 2.5.

              SECTION 3.     AMOUNT AND TERMS OF TERM LOAN COMMITMENTS

              3.1 Term Loan Commitments. (a) Each Lender made a term loan (each,
a "Term Loan") to the U.S. Borrower on the Closing Date (as defined in the
Existing Credit Agreement) in U.S. Dollars.

              (b) The Term Loans may from time to time be (i) Eurodollar Loans,
(ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and
notified to the Administrative Agent in accordance with subsection 5.2.

              (c) Term Loans outstanding under (and as defined in) the Existing
Credit Agreement as of the Closing Date shall, from and after the Closing Date,
constitute Terms Loans hereunder.

              3.2 Repayment of Term Loans; Evidence of Debt. (a) The U.S.
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of the Term Loan of
such Lender in installments payable on the dates set forth below, with each such
installment being in the aggregate principal amount for all Term Loan Lenders
set forth opposite such date below (and on such other date(s) and in such other
amounts as may be required from time to time pursuant to this Agreement).

<TABLE>
<CAPTION>

              ------------------------------------------------------------------
              Installment Date                        Aggregate Principal Amount
              ------------------------------------------------------------------
<S>                                                   <C>
              ------------------------------------------------------------------
              October 31, 2000                               $50,000,000
              ------------------------------------------------------------------
              April 30, 2001                                 $50,000,000
              ------------------------------------------------------------------
              October 31, 2001                               $50,000,000
              ------------------------------------------------------------------
              April 30, 2002                                 $50,000,000
              ------------------------------------------------------------------
</TABLE>


<PAGE>   35
                                                                              29

<TABLE>

              ------------------------------------------------------------------
<S>                                                        <C>
              October 31, 2002                               $75,000,000
              ------------------------------------------------------------------
              April 30, 2003                                 $75,000,000
              ------------------------------------------------------------------
              October 31, 2003                               $75,000,000
              ------------------------------------------------------------------
              April 30, 2004                                 $75,000,000
              ------------------------------------------------------------------
</TABLE>


The U.S. Borrower hereby further agrees to pay interest on the unpaid principal
amount of the Term Loans from time to time outstanding until payment thereof in
full at the rates per annum, and on the dates, set forth in subsection 5.1.

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

              (c) The Administrative Agent shall maintain the Register pursuant
to subsection 13.6(d), and a subaccount therein for each Lender, in which shall
be recorded (i) the date and amount of the Term Loan of each Lender made
hereunder, the Type thereof and each Interest Period applicable thereto, (ii)
the date of each continuation thereof pursuant to subsection 5.2, (iii) the date
of each conversion of all or a portion thereof to another Type pursuant to
subsection 5.2, (iv) the date and amount of any principal or interest due and
payable or to become due and payable from the U.S. Borrower to each Lender
hereunder in respect of the Term Loans and (v) both the date and amount of any
sum received by the Administrative Agent hereunder from the U.S. Borrower in
respect of the Term Loans and each Lender's share thereof.

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

              (e) The U.S. Borrower agrees that, upon the request to the
Administrative Agent by any Lender, the U.S. Borrower will execute and deliver
to such Lender a promissory note of the U.S. Borrower evidencing the Term Loan
of such Lender, substantially in the form of Exhibit B with appropriate
insertions as to date and principal amount (each, a "Term Note"); provided, that
the delivery of such Term Notes shall not be a condition precedent to the
Closing Date.

              SECTION 4. AMOUNT AND TERMS OF MULTICURRENCY COMMITMENT

              4.1 Multicurrency Commitments. (a) Subject to the terms and
conditions hereof, each Multicurrency Lender severally agrees to make revolving
credit loans (each, a "Multicurrency Loan") in any Available Foreign Currency to
the U.S. Borrower or any Foreign Subsidiary Borrower from time to time during
the Revolving Credit Commitment Period so long as after giving effect thereto
(i) the Available Multicurrency Commitment of such Multicurrency Lender is
greater than or equal to zero, (ii) the aggregate outstanding principal amount
of



<PAGE>   36
                                                                              30



Multicurrency Loans does not exceed an amount of which the U.S. Dollar
Equivalent is $165,000,000 and (iii) the Aggregate Revolving Outstandings of all
Lenders do not exceed the Aggregate Revolving Credit Commitments. During the
Revolving Credit Commitment Period, the U.S. Borrower and Foreign Subsidiary
Borrowers may use the Multicurrency Commitments by borrowing, repaying the
Multicurrency Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof.

              (b) All Multicurrency Loans outstanding under (and as defined in)
the Existing Credit Agreement as of the Closing Date shall, from and after the
Closing Date, constitute Multicurrency Loans hereunder.

              4.2 Repayment of Multicurrency Loans; Evidence of Debt. (a) Each
of the U.S. Borrower and each Foreign Subsidiary Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each
Multicurrency Lender the then unpaid principal amount of each Multicurrency Loan
of such Multicurrency Lender to such Borrower on the Revolving Credit
Termination Date and on such other date(s) and in such other amounts as may be
required from time to time pursuant to this Agreement. Each of the U.S. Borrower
and each Foreign Subsidiary Borrower hereby further agrees to pay interest on
the unpaid principal amount of the Multicurrency Loans advanced to it and from
time to time outstanding until payment thereof in full at the rates per annum,
and on the dates, set forth in subsection 5.1.

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

              (c) The Administrative Agent shall maintain the Register pursuant
to subsection 13.6(d), and a subaccount therein for each Multicurrency Lender,
in which shall be recorded (i) the date and amount of each Multicurrency Loan
made hereunder, (ii) the date and amount of any principal or interest due and
payable or to become due and payable from each Borrower to each Multicurrency
Lender hereunder in respect of the Multicurrency Loans and (iii) both the date
and amount of any sum received by the Administrative Agent hereunder from each
Borrower in respect of the Multicurrency Loans and each Multicurrency Lender's
share thereof.

              (d) The entries made in the Register and the accounts of each
Multicurrency Lender maintained pursuant to subsection 4.2(b) shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of each Borrower therein recorded; provided, however,
that the failure of any Multicurrency Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not in
any manner affect the obligation of such Borrower to repay (with applicable
interest) the Multicurrency Loans made to such Borrower by such Multicurrency
Lender in accordance with the terms of this Agreement.

              4.3 Procedure for Multicurrency Borrowing. The U.S. Borrower or
any Foreign Subsidiary Borrower may request the Multicurrency Lenders to make
Multicurrency Loans during the Revolving Credit Commitment Period on any
Business Day by delivering a





<PAGE>   37
                                                                              31


Notice of Multicurrency Loan Borrowing. Each borrowing under the Multicurrency
Commitments shall be in an amount in an Available Foreign Currency of which the
U.S. Dollar Equivalent is equal to at least $10,000,000 (or, if the then
Aggregate Available Multicurrency Commitments are less than $10,000,000, such
lesser amount). Upon receipt of any such Notice of Multicurrency Borrowing from
any Borrower, the Administrative Agent shall promptly notify each Multicurrency
Lender thereof. Not later than the funding time for the relevant Available
Foreign Currency set forth in the Administrative Schedule each Multicurrency
Lender shall make an amount equal to its Multicurrency Commitment Percentage of
the principal amount of Multicurrency Loans requested to be made on such
Borrowing Date available to the Administrative Agent at the funding office for
the relevant Available Foreign Currency set forth in the Administrative Schedule
in the relevant Available Foreign Currency and in immediately available funds.
The amounts made available by each Multicurrency Lender will then be made
available on such Borrowing Date to the relevant Borrower at the funding office
for the relevant Available Foreign Currency set forth in the Administrative
Schedule and in like funds as received by the Administrative Agent.

              4.4 Termination or Reduction of Multicurrency Commitments. The
U.S. Borrower shall have the right, upon not less than three Business Days'
notice to the Administrative Agent, to terminate the Multicurrency Commitments
or, from time to time, to reduce the amount of the Multicurrency Commitments;
provided that no such termination or reduction shall be permitted if, after
giving effect thereto and to any prepayments of the Loans made on the effective
date thereof, the Available Multicurrency Commitment of any Multicurrency Lender
would be less than zero. Any such reduction shall be in an amount equal to
$10,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce
permanently the Multicurrency Commitments then in effect.

              4.5 Redenomination and Alternative Currencies. Each obligation
under this Agreement of a party to this Agreement which has been denominated in
the National Currency Unit of a Subsequent Participant state shall be
redenominated into the euro unit in accordance with EMU Legislation immediately
upon such Subsequent Participant becoming a Participating Member State (but
otherwise in accordance with EMU Legislation).

              SECTION 5.     GENERAL PROVISIONS APPLICABLE TO LOANS

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

              (b) Each ABR Loan shall bear interest for each day on which it is
outstanding at a rate per annum equal to the Alternate Base Rate for such day.

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

              (d) If all or a portion of (i) the principal amount of any Loan,
(ii) any interest payable thereon or (iii) any fee or other amount payable
hereunder shall not be paid when due



<PAGE>   38
                                                                              32



(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
subsection plus 2%.

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

              5.2 Conversion and Continuation Options. (a) The U.S. Borrower may
elect from time to time to convert outstanding Eurodollar Loans (in whole or in
part) to ABR Loans by giving the Administrative Agent prior to 12:00 Noon, New
York City time at least one Business Day's prior irrevocable notice of such
election, provided that any such conversion of Eurodollar Loans may only be made
on the last day of an Interest Period with respect thereto unless the U.S.
Borrower shall agree to pay the costs associated therewith as set forth in
subsection 5.11(d). The U.S. Borrower may elect from time to time to convert
outstanding ABR Loans made to it (in whole or in part) to Eurodollar Loans by
giving the Administrative Agent prior to 12:00 Noon, New York City time at least
three Business Days' prior irrevocable notice of such election. Any such notice
of conversion to Eurodollar Loans shall specify the length of the initial
Interest Period or Interest Periods therefor. Upon receipt of any such notice
the Administrative Agent shall promptly notify each Lender thereof. All or any
part of outstanding Eurodollar Loans and ABR Loans may be converted as provided
herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan
when any Default or Event of Default has occurred and is continuing and the
Administrative Agent or the Majority Revolving Credit Lenders (in the case of
Revolving Credit Loans) or the Majority Term Loan Lenders (in the case of Term
Loans) have determined that such conversion is not appropriate, (ii) any such
conversion may only be made if, after giving effect thereto, subsection 5.3
shall not have been violated, (iii) no ABR Loan may be converted into a
Eurodollar Loan after the date that is one month prior to the Revolving Credit
Termination Date (in the case of Revolving Credit Loans) or Term Loan Maturity
Date (in the case of Term Loans).

              (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the U.S.
Borrower giving notice to the Administrative Agent of the length of the next
Interest Period to be applicable to such Loans determined in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
provided that no Eurodollar Loan may be continued as such (i) when any Default
or Event of Default has occurred and is continuing and the Administrative Agent
or the Majority Revolving Credit Lenders (in the case of Revolving Credit Loans)
or the Majority Term Loan Lenders (in the case of Term Loans) have determined
that such continuation is not appropriate, (ii) if, after giving effect thereto,
subsection 5.3 would be contravened or (iii) after the date that is one month
prior to the Revolving Credit Termination Date (in the case of Revolving Credit
Loans) or the Term Loan Maturity Date (in the case of Term Loans), and provided,
further, that if the U.S. Borrower shall fail to give such notice or if such
continuation is not permitted pursuant to the preceding proviso such Eurodollar
Loans shall be automatically converted to ABR Loans on the last day of such then
expiring Interest Period.

              (c) Any Multicurrency Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the U.S.
Borrower or the relevant Foreign Subsidiary Borrower giving a Notice of
Multicurrency Loan Continuation, provided,


<PAGE>   39
                                                                              33



that if the relevant Foreign Subsidiary Borrower shall fail to give such Notice
of Multicurrency Loan Continuation, such Multicurrency Loans shall automatically
be continued for an Interest Period of one month.

              5.3 Minimum Amounts of Tranches. All borrowings, conversions and
continuations of Revolving Credit Loans and Multicurrency Loans hereunder and
all selections of Interest Periods hereunder shall be in such amounts and be
made pursuant to such elections so that, after giving effect thereto, (a) the
aggregate principal amount of the Eurodollar Loans comprising each Tranche shall
be equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof, (b)
the aggregate principal amount of the Multicurrency Loans comprising each
Tranche shall be in an amount of which the U.S. Dollar Equivalent is at least
$2,500,000 (determined at the time of borrowing or continuation) and (c) there
shall not be more than 25 Tranches at any one time outstanding.

              5.4 Optional and Mandatory Prepayments. (a) The U.S. Borrower may
at any time and from time to time prepay Revolving Credit Loans and/or Term
Loans in whole or in part without premium or penalty upon at least three
Business Days' irrevocable notice to the Administrative Agent (in the case of
Eurodollar Loans) and at least one Business Day's irrevocable notice to the
Administrative Agent (in the case of ABR Loans) specifying the date and amount
of prepayment and whether the prepayment of Revolving Credit Loans or Term Loans
is of Eurodollar Loans, ABR Loans or a combination thereof, and, if a
combination thereof, the amount allocable to each. Upon the receipt of any such
notice the Administrative Agent shall promptly notify each Revolving Credit
Lender or Term Loan Lender, as the case may be, thereof. If any such notice is
given, the amount specified in such notice shall be due and payable on the date
specified therein. Partial prepayments of the Revolving Credit Loans or Term
Loans, as the case may be, shall be in an aggregate principal amount of
$10,000,000 or a whole multiple of $1,000,000 in excess thereof (or in such
lower amount as may be then outstanding).

              (b) The U.S. Borrower and Foreign Subsidiary Borrowers may at any
time and from time to time prepay, without premium or penalty, the Multicurrency
Loans, in whole or in part, upon at least three Business Days' irrevocable
notice to the Administrative Agent specifying the date and amount of prepayment.
Upon the receipt of any such notice, the Administrative Agent shall promptly
notify each Multicurrency Lender thereof. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein. Partial prepayments of Multicurrency Loans shall be in an aggregate
principal amount of which the U.S. Dollar Equivalent is at least $10,000,000 or
a whole multiple of $1,000,000 in excess thereof.

              (c) If, at any time during the Revolving Credit Commitment Period,
for any reason the Aggregate Revolving Outstandings of all Lenders exceed the
Aggregate Revolving Credit Commitments then in effect by more than 5%, or the
Aggregate Revolving Outstandings of any Lender exceeds the Revolving Credit
Commitment of such Lender then in effect by more than 5%, (i) the U.S. Borrower
shall, upon learning thereof or upon the request of the Administrative Agent,
immediately prepay the Revolving Credit Loans and/or (ii) the Foreign Subsidiary
Borrowers shall, upon learning thereof or upon the request of the Administrative
Agent, immediately prepay the Multicurrency Loans in an aggregate principal
amount at least sufficient to reduce any such excess to 0%.



<PAGE>   40
                                                                              34


              (d) Each prepayment of Loans pursuant to this subsection 5.4
(except in the case of Revolving Credit Loans that are ABR Loans) shall be
accompanied by accrued and unpaid interest on the amount prepaid to the date of
prepayment and any amounts payable under subsection 5.11 in connection with such
prepayment.

              (e) Notwithstanding the foregoing, mandatory prepayments of
Revolving Credit Loans or Multicurrency Loans that would otherwise be required
pursuant to this subsection 5.4 solely as a result of fluctuations in Exchange
Rates from time to time shall only be required to be made pursuant to this
subsection 5.4 on the last Business Day of each month on the basis of the
Exchange Rate in effect on such Business Day.

              (f) If any Public Indebtedness shall be incurred by the U.S.
Borrower or any of its Subsidiaries after the date hereof (excluding any
Refinancing Indebtedness and any Public Indebtedness of a Foreign Subsidiary
which is not guaranteed by the U.S. Borrower or any Domestic Subsidiary, but
including the 2001 Eurobonds, whether or not issued prior to the date hereof),
which is guaranteed by any Subsidiary of the U.S. Borrower, in an aggregate
amount exceeding the U.S. Dollar Equivalent of $600,000,000 (any such net cash
proceeds in excess of such amount, "Prepayment Proceeds"), an amount equal to
the Applicable Portion of all Prepayment Proceeds shall be applied on the
Business Day immediately following the date of such incurrence toward the
reduction of the Commitments as set forth in subsection 5.4(g) (or, if no
Commitments then exist, the respective outstanding Loans and other Extensions of
Credit hereunder). The "Applicable Portion" of the amount of any net cash
proceeds received by the U.S. Borrower or any of its Subsidiaries on any date
constituting Prepayment Proceeds shall be the product of (i) the amount of such
net cash proceeds minus the aggregate amount of voluntary reductions of the
Aggregate Revolving Credit Commitments and Term Loans hereunder and the U.S.
Revolving Credit Commitments (as defined in the Other Revolving Credit
Agreement) prior to such date, but only to the extent the amount of such
voluntary reduction has not been taken into account in the calculation under
this Agreement of the Applicable Portion of the net cash proceeds received on
any prior date (it being understood that such voluntary reductions shall also
include the failure, in whole or in part, to renew or refinance the Other
Revolving Credit Agreement) multiplied by (ii) a fraction, the numerator of
which is the Aggregate Revolving Credit Commitments plus the aggregate
outstanding principal amount of Term Loans and the denominator of which is the
Aggregate Revolving Credit Commitments plus the aggregate outstanding principal
amount of Term Loans and the aggregate amount of the U.S. Revolving Credit
Commitments (as defined in the Other Revolving Credit Agreement or, if no
Commitments then exist, the respective outstanding Loans and other Extensions of
Credit thereunder or the aggregate outstanding principal amount of notes, as the
case may be).

              (g) Amounts to be applied in connection with prepayments and
Commitment reductions made pursuant to Section 5.4(f) shall be applied, first,
to the prepayment of the Term Loans and, second, to reduce permanently the
Commitments ratably among the Revolving Credit Commitments and the Multicurrency
Commitments; provided that the first $200,000,000 to be applied hereunder shall
first be applied to reduce permanently the Revolving Credit Commitments (and to
the extent that such reduction would cause the Multicurrency Commitment of any
Lender to exceed its Revolving Credit Commitment, such Lender's Multicurrency
Commitment shall be reduced by such excess amount and the aggregate
Multicurrency Commitments shall be reduced by the sum of such excess amounts.
Any such reduction of the Revolving Credit Commitments shall be accompanied by
prepayment of the Revolving Credit


<PAGE>   41
                                                                              35


Loans to the extent, if any, that the total Revolving Credit Loans exceed the
amount of the total Revolving Credit Commitments as so reduced. Any such
reduction of the Multicurrency Commitments shall be accompanied by prepayment of
the Multicurrency Loans to the extent, if any, that the total Multicurrency
Loans exceed the amount of the total Multicurrency Commitments as so reduced.
Each prepayment of the Loans under this Section (except in the case of Revolving
Credit Loans that are ABR Loans) shall be accompanied by accrued interest to the
date of such prepayment on the amount prepaid.

              5.5 Facility Fees; Other Fees. (a) The U.S. Borrower agrees to pay
to the Administrative Agent for the account of each Lender, a facility fee for
the period from and including the Closing Date to but excluding the Revolving
Credit Termination Date (or such earlier date on which the Revolving Credit
Commitments shall terminate as provided herein); each such facility fee shall be
computed at the Facility Fee Rate on the amount of the Revolving Credit
Commitment of such Lender during the period for which payment is made, payable
quarterly in arrears on the last day of each March, June, September and December
and on the Revolving Credit Termination Date or such earlier date on which the
Revolving Credit Commitments shall terminate as provided herein, commencing on
the first such date to occur after the date hereof.

              (b) The U.S. Borrower shall pay (without duplication of any other
fee payable under this subsection 5.5) to Chase and JP Morgan, for their
respective accounts, all fees separately agreed to by the U.S. Borrower and
Chase or JP Morgan, as the case may be.

              (c) The U.S. Borrower shall (without duplication of any other fee
payable under this subsection 5.5) pay to the Administrative Agent all fees
separately agreed to by the U.S. Borrower and the Administrative Agent.

              5.6 Computation of Interest and Fees. (a) Interest based on the
Eurodollar Rate, the Eurocurrency Rate or the Alternate Base Rate when it is
based upon the Federal Funds Effective Rate shall be calculated on the basis of
a 360-day year for the actual days elapsed; and facility fees and interest
(other than interest based upon the Eurodollar Rate, the Eurocurrency Rate or
the Alternative Base Rate when it is based upon the Federal Funds Effective
Rate) shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the U.S. Borrower and the Lenders of each determination of a
Eurodollar Rate or Eurocurrency Rate. Any change in the interest rate on a Loan
resulting from a change in the Alternate Base Rate or a change in the Prime Rate
shall become effective as of the opening of business on the day on which such
change becomes effective. The Administrative Agent shall as soon as practicable
notify the U.S. Borrower and the Lenders of the effective date and the amount of
each such change in the Alternate Base Rate, provided that a failure by the
Administrative Agent to notify the U.S. Borrower of such rate changes does not
affect the obligation of the U.S. Borrower to pay interest at the applicable
rate as changed. The rates of interest specified in this Agreement are nominal
rates and all interest payments and computations are to be made without
allowance or deduction for deemed reinvestment of interest.

              (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrowers and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request



<PAGE>   42
                                                                              36



of a Borrower, deliver to such Borrower a statement showing in reasonable detail
the calculations used by such Administrative Agent in determining any interest
rate pursuant to subsection 5.1(a).

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

              (d) Each U.S. Reference Lender shall use its best efforts to
furnish quotations of rates to the applicable Administrative Agent as
contemplated hereby. If any of the U.S. Reference Lenders shall be unable or
shall otherwise fail to supply such rates to the applicable Administrative Agent
upon its request, the rate of interest shall, subject to the provisions of
subsection 5.7, be determined on the basis of the quotations of the remaining
U.S. Reference Lenders or Reference Lender.

              5.7 Inability to Determine Interest Rate. If prior to the first
day of any Interest Period:

              (a) the Administrative Agent shall have determined (which
       determination shall be conclusive and binding upon the Borrowers) that,
       by reason of circumstances affecting the relevant market, adequate and
       reasonable means do not exist for ascertaining the Eurodollar Rate or the
       Eurocurrency Rate, as the case may be, for such Interest Period, or

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

the Administrative Agent shall give telecopy or telephonic notice thereof to the
U.S. Borrower and the Lenders as soon as practicable thereafter. Until such time
as the Eurodollar Rate or the Eurocurrency Rate, as the case may be, can be
determined by the Administrative Agent in the manner specified in the
definitions of such terms in subsection 1.1, no further Eurodollar Loans or
Multicurrency Loans (with respect to the Available Currency for which the
Eurocurrency Rate cannot be determined only) shall be continued as such at the
end of the then current Interest Periods or (other than any Eurodollar Loans or
Multicurrency Loans previously requested and with respect to which the
Eurodollar Rate or Eurocurrency Rate, as the case may be, was determined) shall
be made, nor shall the U.S. Borrower have the right to convert ABR Loans into
Eurodollar Loans.

              5.8 Pro Rata Treatment and Payments. (a) (i) Except as provided in
subsection 2.5, each borrowing of Revolving Credit Loans by the U.S. Borrower
from the


<PAGE>   43
                                                                              37



Lenders hereunder shall be made pro rata according to the Funding Commitment
Percentages of the Lenders in effect on the date of such borrowing. Each payment
by the U.S. Borrower on account of any facility fee hereunder shall be allocated
by the Administrative Agent among the Lenders in accordance with the respective
amounts which such Lenders are entitled to receive pursuant to subsection
5.5(a). Any reduction of the Revolving Credit Commitments of the Lenders shall
be allocated by the Administrative Agent among the Lenders pro rata according to
the Revolving Credit Commitment Percentages of the Lenders. Except as provided
in subsection 2.5, each payment (other than any optional prepayment) in respect
of principal or interest in respect of the Loans shall be allocated among the
Revolving Credit Loans, Multicurrency Loans and Term Loans pro rata according to
the amounts of principal or interest, as the case may be, then due and owing in
respect of such Loans. Except as provided in subsection 2.5 or subsection
5.4(c), each payment (other than any optional prepayment) by the U.S. Borrower
on account of principal of or interest on the Revolving Credit Loans shall be
allocated by the Administrative Agent pro rata according to the respective
principal amounts thereof then due and owing to each Lender. Each optional
prepayment by the U.S. Borrower on account of principal of or interest on the
Revolving Credit Loans shall be allocated by the Administrative Agent pro rata
according to the respective outstanding principal amounts thereof.

              (ii) The borrowing of Term Loans by the U.S. Borrower from the
Term Loan Lenders hereunder shall be made pro rata according to the respective
Term Loan Commitments of the Term Loan Lenders. Each payment (other than any
optional prepayment) by the U.S. Borrower on account of principal of or interest
on the Term Loans shall be allocated by the Administrative Agent pro rata
according to the respective principal amounts of the Term Loans then due and
owing to each Lender. Each optional prepayment by the U.S. Borrower on account
of principal of or interest on the Term Loans shall be allocated by the
Administrative Agent pro rata according to the respective outstanding principal
amounts thereof.

              (iii) All payments (including prepayments) to be made by the U.S.
Borrower hereunder (other than with respect to Multicurrency Loans), whether on
account of principal, interest, fees or otherwise, shall be made without set-off
or counterclaim and shall be made prior to 12:00 Noon, New York City time, on
the due date thereof to the Administrative Agent, for the account of the U.S.
Lenders, at the Administrative Agent's office specified in subsection 13.2, in
U.S. Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the U.S. Lenders entitled to receive the same
promptly upon receipt in like funds as received.

              (iv) Each borrowing of Multicurrency Loans by the U.S. Borrower or
any Foreign Subsidiary Borrower shall be made, and any reduction of the
Multicurrency Commitments shall be allocated by the Administrative Agent, pro
rata according to the Multicurrency Commitment Percentages of the Multicurrency
Lenders. Except as provided in subsection 5.4(c), each payment (including each
prepayment) by the U.S. Borrower or a Foreign Subsidiary Borrower on account of
principal of and interest on Multicurrency Loans shall be allocated by the
Administrative Agent pro rata according to the respective principal amounts of
the Multicurrency Loans then due and owing by such Foreign Subsidiary Borrower
to each Multicurrency Lender. All payments (including prepayments) to be made by
a Borrower hereunder in respect of Multicurrency Loans, whether on account of
principal, interest, fees or otherwise, shall be made without set-off or
counterclaim and shall be made at or before the payment time for the currency of
such Multicurrency Loan set forth in the Administrative


<PAGE>   44
                                                                              38



Schedule, on the due date thereof to the Administrative Agent, for the account
of the Multicurrency Lenders, at the payment office for the currency of such
Multicurrency Loan set forth in the Administrative Schedule, in the currency of
such Multicurrency Loan and in immediately available funds. The Administrative
Agent shall distribute such payments to the Multicurrency Lenders entitled to
receive the same promptly upon receipt in like funds as received.

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

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

              (c) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not make
the amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate per annum equal to (i) the daily average Federal
Funds Effective Rate (in the case of a borrowing of Revolving Credit Loans or
Term Loans), and (ii) the Administrative Agent's reasonable estimate of its
average daily cost of funds (in the case of a borrowing of Multicurrency Loans),
in each case for the period until such Lender makes such amount immediately
available to such Administrative Agent. A certificate of such Administrative
Agent submitted to any Lender with respect to any amounts owing under this
subsection shall be conclusive in the absence of



<PAGE>   45
                                                                              39



manifest error. If such Lender's share of such borrowing is not made available
to such Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the applicable Borrower shall repay such Lender's share of such
borrowing (together with interest thereon from the date such amount was made
available to such Borrower (i) at the rate per annum applicable to ABR Loans
hereunder (in the case of a borrowing of Revolving Credit Loans or Term Loans
and (ii) the Administrative Agent's reasonable estimate of its average daily
cost of funds plus the Applicable Margin applicable to Multicurrency Loans (in
the case of a borrowing of Multicurrency Loans)) to such Administrative Agent
not later than three Business Days after receipt of written notice from such
Administrative Agent specifying such Lender's share of such borrowing that was
not made available to such Administrative Agent. Nothing contained in this
subsection 5.8(c) shall prejudice any claims otherwise available to any Borrower
against any Lender as a result of such Lender's failure to make its share of any
borrowing available to an Administrative Agent for the account of a Borrower.

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

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

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

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

              (y) except as expressly provided in this subsection 5.8, each
       provision of this Agreement shall be subject to such reasonable changes
       of construction as the Administrative Agent may from time to time specify
       to be necessary or appropriate to reflect the adoption of the euro in any
       Participating Member State and any relevant market conventions or
       practices relating to the euro.


<PAGE>   46
                                                                              40


              5.9 Illegality. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans or Multicurrency Loans as contemplated by this Agreement, (a)
the commitment of such Lender hereunder to make Eurodollar Loans or
Multicurrency Loans, continue Eurodollar Loans or Multicurrency Loans as such
and convert ABR Loans to Eurodollar Loans shall forthwith be cancelled until
such time as it shall no longer be unlawful for such Lender to make or maintain
the affected Loans, (b) such Lender's Loans then outstanding as Eurodollar
Loans, if any, shall be converted automatically to ABR Loans on the respective
last days of the then current Interest Periods with respect to such Eurodollar
Loans or within such earlier period as may be required by law and (c) such
Lender's Multicurrency Loans shall be prepaid on the last day of the then
current Interest Period with respect thereto. If any such conversion of a
Eurodollar Loan occurs on a day which is not the last day of the then current
Interest Period with respect thereto, the U.S. Borrower shall pay to such Lender
such amounts, if any, as may be required pursuant to subsection 5.11.

              5.10 Requirements of Law. (a) In the event that any Requirement of
Law (or any change therein or in the interpretation or application thereof) or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority:

              (i) does or shall subject any Lender to any tax of any kind
       whatsoever with respect to this Agreement, any Note or any Loans made by
       it, or change the basis of taxation of payments to such Lender of
       principal, fees, interest or any other amount payable hereunder (except
       for taxes covered by subsection 5.12 and changes in the rate of tax on
       the overall net income of such Lender);

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

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

and the result of any of the foregoing is to increase the cost to such Lender,
by any amount which such Lender deems to be material, of making, renewing or
maintaining advances or extensions of credit or to reduce any amount receivable
hereunder, in each case in respect of its Loans, then, in any such case, the
applicable Borrower shall promptly pay such Lender, upon receipt of its demand
setting forth in reasonable detail, any additional amounts necessary to
compensate such Lender for such additional cost or reduced amount receivable,
such additional amounts together with interest on each such amount from the date
two Business Days after the date demanded until payment in full thereof at the
ABR. A certificate as to any additional amounts payable pursuant to the
foregoing sentence submitted by such Lender, through the Administrative Agent,
to the applicable Borrower shall be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and payment of all
amounts outstanding hereunder.


<PAGE>   47
                                                                              41


              (b) In the event that any Lender shall have determined that the
adoption of any law, rule, regulation or guideline regarding capital adequacy
(or any change therein or in the interpretation or application thereof) or
compliance by any Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) from any central bank or Governmental Authority, including, without
limitation, the issuance of any final rule, regulation or guideline, does or
shall have the effect of reducing the rate of return on such Lender's or such
corporation's capital as a consequence of its obligations hereunder to a level
below that which such Lender or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's or
such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, after submission
by such Lender to the U.S. Borrower (with a copy to the Administrative Agent) of
a written request therefor, the U.S. Borrower shall promptly pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction.

              (c) If the obligation of any Lender to make Eurodollar Loans or
Multicurrency Loans has been suspended pursuant to subsection 5.7 or 5.9 for
more than three consecutive months or any Lender has demanded compensation under
subsection 5.10(a) or 5.10(b), the U.S. Borrower shall have the right to
substitute a financial institution or financial institutions (which may be one
or more of the Lenders) reasonably satisfactory to the Administrative Agent by
causing such financial institution or financial institutions to purchase the
rights (by paying to such Lender the principal amount of its outstanding Loans
together with accrued interest thereon and all other amounts accrued for its
account or owed to it hereunder and executing an Assignment and Acceptance) and
to assume the obligations of such Lender under the Loan Documents. Upon such
purchase and assumption by such substituted financial institution or financial
institutions, the obligations of such Lender hereunder shall be discharged;
provided such Lender shall retain its rights hereunder with respect to periods
prior to such substitution including, without limitation, its rights to
compensation under this subsection 5.10.

              5.11 Indemnity. Each Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by such Borrower in payment
when due of the principal amount of or interest on any Loans of such Lender, (b)
default by such Borrower in making a borrowing or conversion after the Borrower
has given a notice of borrowing or a notice of conversion in accordance with
this Agreement, (c) default by such Borrower in making any prepayment after such
Borrower has given a notice in accordance with this Agreement or (d) the making
of a prepayment of a Eurodollar Loan or Multicurrency Loan on a day which is not
the last day of an Interest Period with respect thereto, including, without
limitation, in each case, any such loss or expense arising from the reemployment
of funds obtained by it or from fees payable to terminate the deposits from
which such funds were obtained, including, without limitation, in each case, any
such loss or expense arising from the reemployment of funds obtained by it to
maintain its Eurodollar Loans or Multicurrency Loans hereunder or from fees
payable to terminate the deposits from which such funds were obtained. A
certificate as to any such loss or expense submitted by such Lender shall be
conclusive, absent manifest error. This covenant shall survive termination of
this Agreement and payment of all amounts outstanding hereunder.

              5.12 Taxes. (a) All payments made by any Borrower under this
Agreement shall be made free and clear of, and without reduction or withholding
for or on account of, any


<PAGE>   48
                                                                              42



present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority excluding, in the
case of the Administrative Agent and each Lender, income or franchise taxes
imposed on the Administrative Agent or such Lender by the jurisdiction under the
laws of which the Administrative Agent or such Lender is organized or any
political subdivision or taxing authority thereof or therein or by any
jurisdiction in which such Lender's lending office is located or any political
subdivision or taxing authority thereof or therein or as a result of a
connection between such Lender and any jurisdiction other than a connection
resulting solely from entering into this Agreement (all such non-excluded taxes,
levies, imposts, deductions, charges or withholdings being thereinafter called
"Taxes"). Subject to the provisions of subsection 5.12(d), if any Taxes are
required to be withheld from any amounts payable by such Borrower to the
Administrative Agent or any Lender hereunder or under the Notes, the amounts so
payable to the Administrative Agent or such Lender shall be increased to the
extent necessary to yield to the Administrative Agent or such Lender (after
payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement and the Notes. Whenever
any Taxes are paid by any Borrower with respect to payments made in connection
with this Agreement, as promptly as possible thereafter, such Borrower shall
send to the applicable Administrative Agent for its own account or for the
account of such Lender, as the case may be, a certified copy of an original
official receipt received by such Borrower showing payment thereof. Subject to
the provisions of subsection 5.12(d), if any Borrower fails to pay any Taxes
when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary
evidence, such Borrower shall indemnify the Administrative Agent and the Lenders
for any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lenders as a result of any such failure.

              (b) Each Lender that is not incorporated or organized under the
laws of the United States of America or a state thereof agrees that, prior to
the first date any payment is due to be made to it hereunder or under any Note,
it will deliver to the U.S. Borrower and the Administrative Agent two valid,
duly completed copies of United States Internal Revenue Service Form W-8BEN or
W-8ECI or successor applicable form, as the case may be, certifying in each case
that such Lender is entitled to receive payments by the U.S. Borrower under this
Agreement and the Notes payable to it, without deduction or withholding of any
United States federal income taxes; provided, however, that any Lender that is
not the beneficial owner of a payment (as defined in Treasury Regulation Section
1.1441-1(c)(6)) and is unable to provide a Form W-8BEN or W-8ECI may provide the
U.S. Borrower and the Administrative Agent with a validly, duly executed copy of
IRS Form W-8IMY and all necessary attachments to establish that it is entitled
to receive payments without deduction of any U.S. federal income taxes. Each
Lender which delivers to the U.S. Borrower and the Administrative Agent a Form
W-8BEN or W-8ECI or W-8IMY pursuant to the preceding sentences further
undertakes to deliver to the U.S. Borrower and the Administrative Agent two
further copies of the said Form W-8BEN or W-8ECI or W-8IMY, or successor
applicable forms, or other manner or certification, as the case may be, on or
before the date that any such form expires or becomes obsolete or otherwise is
required to be resubmitted as a condition to obtaining an exemption from
withholding tax, or after the occurrence of any event requiring a change in the
most recent form previously delivered by it to the U.S. Borrower, and such
extensions or renewals thereof as may reasonably be requested by the U.S.
Borrower, certifying in the case of a Form W-8BEN or W-8ECI or W-8IMY or
successor applicable form that such Lender is entitled to receive payments by
the U.S.


<PAGE>   49
                                                                              43


Borrower under this Agreement without deduction or withholding of any United
States federal income taxes unless any change in treaty, law or regulation or
official interpretation thereof has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
letter or form with respect to it and such Lender advises the U.S. Borrower that
it is not capable of receiving payments without any deduction or withholding of
United States federal income tax or any deduction or withholding of United
States backup withholding tax.

              (c) Each Multicurrency Lender shall, upon request by a Foreign
Subsidiary Borrower (or the U.S. Borrower on its behalf), within a reasonable
period of time after such request, deliver to such Foreign Subsidiary Borrower
or the applicable governmental or taxing authority, as the case may be, any form
or certificate required in order that any payment by such Foreign Subsidiary
Borrower under this Agreement or any Notes to such Lender may be made free and
clear of, and without deduction or withholding for or on account of any 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 under which such Foreign
Subsidiary Borrower is incorporated or organized, provided that such Lender is
legally entitled to complete, execute and deliver such form or certificate and
in such Lender's reasonable judgment such completion, execution or submission
would not materially prejudice the legal position of such Lender.

              (d) Neither the U.S. Borrower nor any other Borrower shall be
required to pay any additional amounts to the Administrative Agent or any Lender
(or Transferee except to the extent such Transferee's transferor was entitled,
at the time of transfer, to receive additional amounts from the U.S. Borrower)
in respect of Taxes pursuant to subsection 5.12(a) if the obligation to pay such
additional amounts would not have arisen but for a failure by the Administrative
Agent or such Lender (or Transferee) to comply with the requirements of
subsection 5.12(b) or (c) (or in the case of a Transferee, the requirements of
subsection 13.6(h)).

              (e) Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its lending office) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this subsection 5.12;
provided, however, that such efforts shall not impose on such Lender any
additional costs or legal or regulatory burdens deemed by such Lender in its
reasonable judgment to be material.

              (f) The agreements in subsection 5.12(a) shall survive the
termination of this Agreement and the payment of the Notes and all other amounts
payable hereunder until the expiration of the applicable statute of limitations
for such taxes.

              5.13 Assignment of Commitments Under Certain Circumstances. (a) In
the event that any Lender shall have delivered a notice or certificate pursuant
to subsection 5.10 or any Borrower has been required to pay any Taxes in respect
of any Lender pursuant to subsection 5.12, the U.S. Borrower shall have the
right, at its own expense, upon notice to such Lender and the Administrative
Agent, to require such Lender to transfer and assign without recourse (in
accordance with and subject to the restrictions contained in subsection 13.6)
all its interests, rights and obligations under this Agreement to another bank
or financial institution identified by the U.S. Borrower and reasonably
acceptable to the Administrative Agent (subject to the restrictions contained in
subsection 13.6) which shall assume such obligations; provided



<PAGE>   50
                                                                              44



that (i) no such assignment shall conflict with any law, rule or regulation or
order of any Governmental Authority and (ii) the Borrower or the assignee, as
the case may be, shall pay to the transferor 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 it hereunder and all other amounts
accrued for its account or owed to it hereunder, including, without limitation,
amounts payable pursuant to subsection 5.10 and any amounts that would be
payable under subsection 5.11 if such amount were a prepayment made in the
amount and on the date of such assignment.

              (b) In the event that any Multicurrency Lender (including a
Transferee) does not, for any reason, deliver all forms and certificates
required to permit all payments by all Foreign Subsidiary Borrowers hereunder to
be made free and clear of, and without deduction or withholding for or on
account of, any Taxes, the U.S. Borrower may, so long as no Event of Default has
occurred and is continuing, require such Multicurrency Lender, upon five
Business Days' prior written notice from the U.S. Borrower, to assign the entire
then outstanding principal amount of the Multicurrency Loans owing to such
Multicurrency Lender and the entire Multicurrency Commitment of such
Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which,
after giving effect to such assignment, will have a Revolving Credit Commitment
in excess of its Multicurrency Commitment. In the case of any such assignment to
another Lender, such assignee Lender shall assign to such assignor Multicurrency
Lender a principal amount of outstanding Revolving Credit Loans owing to such
assignee Lender equal to the lesser of (i) the U.S. Dollar Equivalent of the
amount of Multicurrency Loans assigned to such assignee Lender and (ii) the
aggregate outstanding principal amount of Revolving Credit Loans owing to such
assignee Lender. Any such assignments pursuant to the two precedent sentences
shall be effected in accordance with subsection 13.6(c) and, as a condition to
such assignment, simultaneously with such assignment, the U.S. Borrower shall
pay or cause to be paid all amounts due to the assignor Multicurrency Lender and
the assignee Lender hereunder on the effective date of such assignments.

              5.14 Use of Proceeds. The proceeds of the Loans shall be used for
general corporate purposes of the U.S. Borrower and its Subsidiaries, including
acquisitions permitted hereunder.

              SECTION 6.     REPRESENTATIONS AND WARRANTIES

              To induce the Lenders to enter into this Agreement and to make the
Loans, each Borrower hereby represents and warrants to the Administrative Agent
and to each Lender that:

              6.1 Financial Statements. The audited consolidated balance sheets
of the U.S. Borrower as of December 31, 2000 and the related statements of
income and cash flow for the fiscal year ending on such date, heretofore
furnished to the Administrative Agent and the Lenders and certified by a
Responsible Officer of the U.S. Borrower are complete and correct in all
material respects and fairly present the financial condition of the U.S.
Borrower on such date. All such financial statements, including the related
schedules and notes thereto, have been prepared in conformity with GAAP applied
on a consistent basis (subject to normal year-end adjustments). All liabilities,
direct and contingent, of the U.S. Borrower on such date required to be
disclosed pursuant to GAAP are disclosed in such financial statements.


<PAGE>   51
                                                                              45


              6.2 No Change. There has been no material adverse change in the
business, operations, assets or financial or other condition of the U.S.
Borrower and its Subsidiaries taken as a whole from that reflected on the
financial statements dated December 31, 2000 referred to in subsection 6.1.

              6.3 Existence; Compliance with Law. The U.S. Borrower and each of
its Material Subsidiaries (a) is duly organized, validly existing and in good
standing (or the functional equivalent thereof in the case of Foreign
Subsidiaries) under the laws of the jurisdiction of its organization, (b) has
the corporate or partnership power and authority, as the case may be, and the
legal right, to own and operate its property, to lease the property it operates
as lessee and to conduct the business in which it is currently engaged, (c) is
duly qualified as a foreign corporation or partnership, as the case may be, and
in good standing (or the functional equivalent thereof in the case of Foreign
Subsidiaries) under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
except where the failure to be so qualified and in good standing would not,
individually or in the aggregate, have a material adverse effect on the
business, operations, property or financial or other condition of the U.S.
Borrower and its Subsidiaries taken as a whole and would not adversely affect
the ability of any Loan Party to perform its respective obligations under the
Loan Documents to which it is a party and (d) is in compliance with all
Requirements of Law, except to the extent that the failure to comply therewith
would not reasonably be expected to have, individually or in the aggregate, a
material adverse effect on the business, operations, assets or financial or
other condition of the U.S. Borrower and its Subsidiaries taken as a whole and
would not reasonably be expected to adversely affect the ability of any Loan
Party to perform its obligations under the Loan Documents to which it is a
party.

              6.4 Power; Authorization; Enforceable Obligations. (a) Each Loan
Party has the corporate or partnership power and authority, as the case may be,
and the legal right, to execute, deliver and perform each of the Loan Documents
to which it is a party or to which this Agreement requires it to become a party.
The U.S. Borrower has the corporate power and authority to borrow hereunder and
has taken all necessary corporate action to authorize the borrowings on the
terms and conditions of this Agreement and the Revolving Credit Notes and the
Term Notes. Each Loan Party has taken all necessary corporate or partnership
action, as the case may be, to authorize the execution, delivery and performance
of each of the Loan Documents to which it is a party or to which this Agreement
requires it to become a party.

              (b) No consent or authorization of, filing with or other act by or
in respect of any Person (including, without limitation, any Governmental
Authority) is required in connection with the borrowings hereunder or with the
execution, delivery, performance, validity or enforceability of the Loan
Documents or the consummation of any of the transactions contemplated hereby or
thereby, except for consents, authorizations, or filings which have been
obtained and are in full force and effect.

              (c) This Agreement and each other Loan Document to which any Loan
Party is a party has been, and each other Loan Document to be executed by a Loan
Party hereunder will be, duly executed and delivered on behalf of such Loan
Party. This Agreement and each other Loan Document to which any Loan Party is a
party constitutes, and each other Loan Document to be executed by a Loan Party
hereunder will constitute, a legal, valid and binding



<PAGE>   52
                                                                              46



obligation of such Loan Party enforceable against such Loan Party in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

              6.5 No Legal Bar; Senior Debt. The execution, delivery and
performance by each Loan Party of the Loan Documents to which it is a party, the
borrowings hereunder and the use of the proceeds thereof, (a) will not violate
any Requirement of Law or any Contractual Obligation of the U.S. Borrower or any
other Loan Party (including, without limitation, the 9 1/2% Subordinated Note
Indenture and the Subordinated Note Indenture) except for violations of
Requirements of Law and Contractual Obligations (other than such Indentures)
which, individually or in the aggregate will not have a material adverse effect
on the business, operations, property or financial or other condition of the
U.S. Borrower and its Subsidiaries taken as a whole and will not adversely
affect the ability of any Loan Party to perform its obligations under any of the
Loan Documents to which it is a party and (b) will not result in, or require,
the creation or imposition of any Lien (other than the Liens created by the
Security Documents) on any of its or their respective properties or revenues
pursuant to any Requirement of Law or Contractual Obligation. The Obligations of
the U.S. Borrower constitute "Senior Indebtedness" benefiting from the
subordination provisions contained in the Subordinated Debt, except to the
extent that such Obligations are owed to an Affiliate of the U.S. Borrower.

              6.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the U.S. Borrower, overtly threatened by or against the U.S.
Borrower or any of its Subsidiaries or against any of its or their respective
properties or revenues (a) with respect to any Loan Document or any of the
transactions contemplated hereby or thereby, (b) which would reasonably be
expected to have a material adverse effect on the business, operations, property
or financial or other condition of the U.S. Borrower and its Subsidiaries taken
as a whole or (c) which would be reasonably expected to adversely affect the
ability of any Loan Party to perform its obligations under any of the Loan
Documents to which it is a party.

              6.7 No Default. Neither the U.S. Borrower nor any of its
Subsidiaries is in default under or with respect to any Contractual Obligation
or any order, award or decree of any Governmental Authority or arbitrator
binding upon it or any of its properties in any respect which would have a
material adverse effect on the business, operations, property or financial or
other condition of the U.S. Borrower and its Subsidiaries taken as a whole or
which would adversely affect the ability of any Loan Party to perform its
obligations under any of the Loan Documents to which it is a party. No Default
or Event of Default has occurred and is continuing.

              6.8 Ownership of Property; Liens. The U.S. Borrower and each of
its Material Subsidiaries has good record and marketable title in fee simple to,
or a valid and subsisting leasehold interest in all its material real property,
and good title to all its other property, and none of such property is subject
to any Lien, except as permitted in subsection 9.3 and except, in each case,
where any failure to have good title or a valid and subsisting leasehold
interest or the existence of any Lien would not reasonably be expected to have a
material adverse effect on the business, operations, property or financial or
other condition of the U.S. Borrower and its Subsidiaries taken as a whole.


<PAGE>   53
                                                                              47


              6.9 Taxes. (a) The U.S. Borrower and each of its Material
Subsidiaries has filed or caused to be filed all tax returns which to the
knowledge of the U.S. Borrower are required to be filed and has paid all taxes
shown to be due and payable on said returns or on any assessments made against
it or any of its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority (other than those which,
in the aggregate, are not substantial in amount or those the amount or validity
of which are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided on
the books of the U.S. Borrower or its Subsidiaries, as the case may be and
except insofar as the failure to make such filings or payments would not
reasonably be expected to have a material adverse effect on the business,
operations, property or financial condition of the U.S. Borrower and its
Subsidiaries taken as a whole); and (b) no tax lien (other than a Lien permitted
in subsection 9.3) has been filed and, to the knowledge of the U.S. Borrower, no
claim is being asserted with respect to any such tax, fee or other charge.

              6.10 Securities Law, etc. Compliance. All transactions
contemplated by this Agreement and the other Loan Documents comply in all
material respects with all applicable laws and any rules and regulations
thereunder, including takeover, disclosure and other federal, state and foreign
securities law and Regulations T, U and X of the Federal Reserve Board.

              6.11 ERISA. As to each Plan other than a Multiemployer Plan,
neither a Reportable Event nor an "accumulated funding deficiency" (within the
meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during
the five-year period prior to the date on which this representation is made or
deemed made with respect to any Plan, and each Plan has complied in all material
respects with the applicable provisions of ERISA and the Code. No termination of
a Single Employer Plan has occurred and no Lien under the Code or ERISA in favor
of PBGC or a Single Employer Plan has arisen during the five-year period prior
to the date as of which this representation is deemed made. The present value of
all accrued benefits under each Single Employer Plan maintained by the U.S.
Borrower or any Commonly Controlled Entity (based on those assumptions used to
fund the Plans) did not, as of the last annual valuation date prior to the date
on which this representation is made or deemed made, exceed the value of the
assets of such Plan allocable to such accrued benefits, either individually or
in the aggregate with all other Single Employer Plans under which such accrued
benefits exceed such assets, by more than $125,000,000. Neither the U.S.
Borrower nor any Commonly Controlled Entity has had a complete or partial
withdrawal from any Multiemployer Plan during the five year period prior to the
date as of which this representation is made or deemed made, and neither the
U.S. Borrower nor any Commonly Controlled Entity would become subject to
liability under ERISA in the aggregate which exceeds $145,000,000 if the U.S.
Borrower or any such Commonly Controlled Entity were to withdraw completely from
all Multiemployer Plans as of the valuation date most closely preceding the date
hereof, and no such withdrawal is likely to occur. No such Multiemployer Plan is
in Reorganization or Insolvent. The present value (determined using actuarial
and other assumptions which are reasonable in respect of the benefits provided
and the employees participating) of the liability of the U.S. Borrower and each
Commonly Controlled Entity for post retirement benefits to be provided to their
current and former employees under Plans which are welfare benefit plans (as
defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets
under all such Plans allocable to such benefits by an amount in excess of
$145,000,000.

<PAGE>   54
                                                                              48



              6.12 Investment Company Act; Other Regulations. The U.S. Borrower
is not an "investment company" within the meaning of the Investment Company Act
of 1940, as amended. The U.S. Borrower is not subject to regulation under any
federal or state statute or regulation which limits its ability to incur
Indebtedness.

              6.13 Subsidiaries, etc. The Subsidiaries of the U.S. Borrower as
of the Closing Date are those listed on Schedule VI. The U.S. Borrower owns, as
of the Closing Date, the percentage of the issued and outstanding Capital Stock
or other evidences of the ownership of each Subsidiary listed on Schedule VI as
set forth on such Schedule. Except as disclosed on Schedule VI, no such
Subsidiary has issued any securities convertible into shares of its Capital
Stock (or other evidence of ownership) or any options, warrants or other rights,
to acquire such shares or securities convertible into such shares (or other
evidence of ownership), and the outstanding stock and securities (or other
evidence of ownership) of such Subsidiaries are owned by the U.S. Borrower and
its Subsidiaries free and clear of all Liens, warrants, options or rights of
others of any kind whatsoever except for Liens permitted by subsection 9.3.

              6.14 Accuracy and Completeness of Information. All information,
reports and other papers and data with respect to the U.S. Borrower or this
Agreement or any transaction contemplated hereby furnished to the Lenders by the
U.S. Borrower or on behalf of the U.S. Borrower, were, at the time the same were
so furnished, complete and correct in all material respects, or have been
subsequently supplemented by other information, reports or other papers or data,
to the extent necessary to give the Lenders a true and accurate knowledge of the
subject matter in all material respects. All projections with respect to the
U.S. Borrower and its Subsidiaries, so furnished by the U.S. Borrower, as
supplemented, were prepared and presented in good faith by the U.S. Borrower, it
being recognized by the Lenders that such projections as to future events are
not to be viewed as facts and that actual results during the period or periods
covered by any such projections may differ materially from the projected
results. No document furnished or statement made in writing to the Lenders by
the U.S. Borrower in connection with the negotiation, preparation or execution
of this Agreement contains any untrue statement of a material fact, or, to the
knowledge of the U.S. Borrower after due inquiry, omits to state any such
material fact necessary in order to make the statements contained therein not
misleading, in either case which has not been corrected, supplemented or
remedied by subsequent documents furnished or statements made in writing to the
Lenders.

              6.15 Security Documents. Each Pledge Agreement is effective to
create in favor of the Administrative Agent, for the ratable benefit of the
Lenders, a legal, valid and enforceable security interest in the pledged assets
described therein. Each Pledge Agreement constitutes a fully perfected first
Lien on, and security interest in, all right, title and interest of the Loan
Party thereto in the pledged assets described therein.

              6.16 Patents, Copyrights, Permits and Trademarks. Each of the U.S.
Borrower and its Subsidiaries owns, or has a valid license or sub-license in,
all domestic and foreign letters patent, patents, patent applications, patent
and know-how licenses, inventions, technology, permits, trademark registrations
and applications, trademarks, trade names, trade secrets, service marks,
copyrights, product designs, applications, formulae, processes and the
industrial property rights ("Proprietary Rights") used in the operation of its
businesses in the manner in which they are currently being conducted and which
are material to the business, operations, assets or financial or other condition
of the U.S. Borrower and its Subsidiaries taken as a whole. Neither


<PAGE>   55
                                                                              49



the U.S. Borrower nor any of its Subsidiaries is aware of any existing or
threatened infringement or misappropriation of any Proprietary Rights of others
by the U.S. Borrower or any of its Subsidiaries or of any Proprietary Rights of
the U.S. Borrower or any of its Subsidiaries by others which is material to the
business operations, assets or financial or other condition of the U.S. Borrower
and its Subsidiaries taken as a whole.

              6.17 Environmental Matters. Except as disclosed in Schedule VII,
and other than such exceptions to any of the following that would not reasonably
be expected to give rise to a material adverse effect on the business,
operations, property or financial condition of the U.S. Borrower and its
Subsidiaries taken as a whole:

              (a) To the best knowledge of the U.S. Borrower and its
       Subsidiaries, after reasonable investigation, the Properties do not
       contain, and have not previously contained, any Hazardous Materials in
       amounts or concentrations or under such conditions which (A) constitute a
       violation of, or (B) could reasonably give rise to any liability under
       any applicable Environmental Laws.

              (b) To the best knowledge of the U.S. Borrower and its
       Subsidiaries, after reasonable investigation, the Properties and all
       operations at the Properties are in compliance, and have been in
       compliance for the time period that each of the Properties has been owned
       by the U.S. Borrower or its Subsidiaries, with all Environmental Laws,
       and there is no contamination at, on or under the Properties, or
       violation of any Environmental Laws with respect to the Properties which
       could interfere with the continued operation of the Properties or impair
       the fair saleable value thereof. Neither the U.S. Borrower nor any
       Subsidiary has knowingly assumed any liability, by contract or otherwise,
       of any person under any Environmental Laws.

              (c) Neither the U.S. Borrower nor any of its Subsidiaries has
       received any Environmental Complaint with regard to any of the Properties
       or the operations of the U.S. Borrower or any of its Subsidiaries, nor
       does the U.S. Borrower or any of its Subsidiaries have knowledge or
       reason to believe that any such notice will be received or is being
       threatened.

              (d) To the best knowledge of the U.S. Borrower and its
       Subsidiaries, based on the U.S. Borrower's and the Subsidiaries'
       customary practice of contracting only with licensed haulers for removal
       of Hazardous Materials from the Properties only to facilities authorized
       to receive such Hazardous Materials, Hazardous Materials have not been
       transported or disposed of from the Properties in violation of, or in a
       manner or to a location which could reasonably give rise to liability
       under, Environmental Laws, nor have any Hazardous Materials been
       generated, treated, stored or disposed of at, on or under any of the
       Properties in violation of, or in a manner that could reasonably give
       rise to liability under any Environmental Laws.

              (e) No judicial proceedings or governmental or administrative
       action is pending, or, to the knowledge of the U.S. Borrower and its
       Subsidiaries, threatened, under any Environmental Law to which the U.S.
       Borrower and its Subsidiaries are or will be named as a party with
       respect to the Properties, nor are there any consent decrees or other
       decrees, consent orders, administrative orders or other orders, or other



<PAGE>   56
                                                                              50



       administrative or judicial requirements outstanding under any
       Environmental Law with respect to the Properties.

              (f) To the best knowledge of the U.S. Borrower and its
       Subsidiaries after reasonable investigation, there has been no release or
       threat of release of Hazardous Materials at or from the Properties, or
       arising from or related to the operations of the U.S. Borrower or its
       Subsidiaries in connection with the Properties in violation of or in
       amounts or in a manner that could reasonably give rise to liability under
       any Environmental Laws.

              SECTION 7.     CONDITIONS PRECEDENT

              7.1 Conditions to Closing Date. The Closing Date shall occur on
the date of satisfaction of the following conditions precedent:

              (a) Agreement. The Administrative Agent shall have received
       counterparts of this Agreement, duly executed by a Responsible Officer of
       each Borrower, the Administrative Agent and by each Agent, and Lenders
       constituting the Majority Lenders (as defined in the Existing Credit
       Agreement).

              (b) Subsidiary Guarantee. The Administrative Agent shall have
       received the Subsidiary Guarantee duly executed by each guarantor party
       thereto.

              (c) Pledge Agreements. The Administrative Agent shall have
       received (i) the Pledge Agreement, duly executed by each pledgor party
       thereto and (ii) a confirmation of the German Subsidiary Pledge, in form
       and substance reasonably satisfactory to the Administrative Agent.

              (d) Pledged Stock; Stock Powers. The Administrative Agent shall
       have received the certificates representing the shares pledged pursuant
       to the Pledge Agreement, together with an undated stock power for each
       such certificate executed in blank by a duly authorized officer of the
       pledgor thereof.

              (e) Perfection Actions. The Administrative Agent shall have
       received evidence in form and substance satisfactory to it that all
       filings, recordings, registrations and other actions necessary or, in the
       opinion of the Administrative Agent, desirable to perfect the Liens
       created by the Pledge Agreement shall have been completed.

              (f) [Reserved.]

              (g) [Reserved.]

              (h) Consents. The Administrative Agent shall have received, and
       made available to each Lender, true and correct copies (in each case
       certified as to authenticity on such date by a duly authorized officer of
       the U.S. Borrower) of all documents and instruments, including all
       consents, authorizations and filings, required under any Requirement of
       Law or by Contractual Obligation of the U.S. Borrower or any of its
       Subsidiaries, in connection with the execution, delivery, performance,
       validity and enforceability of this Agreement and the other Loan
       Documents, and such consents,



<PAGE>   57
                                                                              51


       authorizations and filings shall be satisfactory in form and substance to
       the Lenders and be in full force and effect.

              (i) Incumbency Certificates. The Administrative Agent shall have
       received, with a copy for each Lender, a certificate of the Secretary or
       Assistant Secretary of each Domestic Loan Party, dated the Closing Date,
       as to the incumbency and signature of their respective officers executing
       each Loan Document to be entered into on the Closing Date to which it is
       a party, together with satisfactory evidence of the incumbency of such
       Secretary or Assistant Secretary.

              (j) Corporate Proceedings. The Administrative Agent shall have
       received, with a copy for each Lender, a copy of the resolutions in form
       and substance satisfactory to the Administrative Agent, of the Board of
       Directors (or the executive committee or other governing authority
       thereof) of each Domestic Loan Party authorizing (i) the execution,
       delivery and performance of each Loan Document to be entered into on the
       Closing Date to which it is a party, and (ii) the granting by it of the
       pledge and security interests, if any, granted by it pursuant to such
       Loan Document, certified by their respective Secretary or an Assistant
       Secretary as of the Closing Date, which certificate shall state that the
       resolutions thereby certified have not been amended, modified, revoked or
       rescinded as of the date of such certificate.

              (k) Fees. The Administrative Agent shall have received all fees
       required to be paid to the Administrative Agent and/or the Lenders
       pursuant to Section 5.5 and/or any other written agreement on or prior to
       the Closing Date.

              (l) Legal Opinion of Counsel to U.S. Borrower. The Administrative
       Agent shall have received, with a copy for each Lender, (i) an opinion,
       dated the Closing Date, of Winston & Strawn, special counsel to the U.S.
       Borrower and its Subsidiaries and in substantially the form of Exhibit L
       and covering such other matters incident to the transactions contemplated
       hereby as the Lenders may reasonably require and (ii) a legal opinion of
       counsel in the jurisdiction of incorporation of each Foreign Subsidiary
       Borrower that is a party hereto on the Closing Date, in form and
       substance reasonably acceptable to the Administrative Agent.

              (m) Indentures. The Administrative Agent shall have received a
       certified true copy of the outstanding Subordinated Debt Indentures and
       the Senior Notes Indenture and, if the 2001 Eurobonds have been issued on
       or prior to the Closing Date, the 2001 Eurobond Indenture.

              (n) Intercreditor Agreement: The Intercreditor Agreement shall
       have been duly executed and delivered by the parties thereto.

              7.2 Conditions to Each Loan. The agreement of each Lender to make
any Loan requested to be made by it on any date (including, without limitation,
the Closing Date), is subject to the satisfaction of the following conditions
precedent as of the date such Loan is requested to be made:

              (a) Representations and Warranties. The representations and
       warranties made by each of the Loan Parties in or pursuant to the Loan
       Documents shall be true and


<PAGE>   58
                                                                              52



       correct in all material respects on and as of such date as if made on and
       as of such date (except that any representation or warranty which by its
       terms is made as of a specified date shall be true and correct in all
       material respects as of such specified date).

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

              (c) Foreign Subsidiary Opinion. If such requested Loan is the
       initial Multicurrency Loan to be made to any Foreign Subsidiary Borrower
       that is not a party to this Agreement on the Closing Date, the
       Administrative Agent shall have received (with a copy for each Lender) a
       Foreign Subsidiary Opinion in respect of such Foreign Subsidiary
       Borrower.

Each Loan made to a Borrower hereunder shall constitute a representation and
warranty by such Borrower as of the date of such Loan that the conditions
contained in this subsection 7.2 have been satisfied.

              SECTION 8.     AFFIRMATIVE COVENANTS

              The U.S. Borrower hereby agrees that, so long as the Commitments
(or any of them) remain in effect, any Loan remains outstanding and unpaid or
any other amount is owing to any Lender or the Administrative Agent hereunder or
under any other Loan Document, the U.S. Borrower shall and shall cause each of
its Subsidiaries to:

              8.1 Financial Statements. Furnish to each Lender (or to the
Administrative Agent on behalf of such Lender):

              (a) as soon as available, but in any event within 95 days after
       the end of each fiscal year of the U.S. Borrower, a copy of the audited
       consolidated balance sheet of the U.S. Borrower and its consolidated
       Subsidiaries as at the end of such year and the related consolidated
       statements of income and cash flows for such year, setting forth in each
       case in comparative form the figures for the previous year, reported on
       without a "going concern" or like qualification or exception, or
       qualification arising out of the scope of the audit, by independent
       certified public accountants of nationally recognized standing; and

              (b) as soon as available, but in any event not later than 50 days
       after the end of each of the first three quarterly periods of each fiscal
       year of the U.S. Borrower, the unaudited consolidated balance sheet of
       the U.S. Borrower and its consolidated Subsidiaries as at the end of each
       such quarter and the related unaudited consolidated statements of income
       and cash flows of the U.S. Borrower and its consolidated Subsidiaries for
       such quarter and the portion of the fiscal year through such date,
       setting forth in each case in comparative form the figures for the
       corresponding quarterly period of the previous year, certified by a
       Responsible Officer (subject to normal year-end audit adjustments).

The U.S. Borrower covenants and agrees that all such financial statements shall
be complete and correct in all material respects and shall be prepared in
reasonable detail and in accordance with GAAP (subject, in the case of interim
statements, to normal year-end adjustments and to the fact


<PAGE>   59
                                                                              53



that such financial statements may be abbreviated and may omit footnotes or
contain incomplete footnotes) applied consistently throughout the periods
reflected therein (except as approved by such accountants or officer, as the
case may be, and disclosed therein).

              8.2 Certificates; Other Information. Furnish to each Lender (or to
the Administrative Agent on behalf of such Lender):

              (a) concurrently with the delivery of the financial statements
       referred to in subsection 8.1(a), a certificate of the independent
       certified public accountants reporting on such financial statements
       stating that in making the examination necessary therefor no knowledge
       was obtained of any Default or Event of Default, except as specified in
       such certificate;

              (b) concurrently with the delivery of the financial statements
       referred to in subsection 8.1(a) and (b), a certificate of a Responsible
       Officer of the U.S. Borrower (i) stating that such Responsible Officer
       has obtained no knowledge of any Default or Event of Default except as
       specified in such certificate, (ii) stating, to the best of such
       Responsible Officer's knowledge, that all such financial statements are
       complete and correct in all material respects (subject, in the case of
       interim statements, to normal year-end audit adjustments) and have been
       prepared in reasonable detail and in accordance with GAAP applied
       consistently throughout the periods reflected therein (except as
       disclosed therein) and (iii) showing in detail the calculations
       supporting such statements in respect of subsection 9.1;

              (c) promptly upon receipt thereof, copies of all final reports
       submitted to the U.S. Borrower by independent certified public
       accountants in connection with each annual, interim or special audit of
       the books of the U.S. Borrower made by such accountants, including,
       without limitation, any management letter commenting on the U.S.
       Borrower's internal controls submitted by such accountants to management
       in connection with their annual audit;

              (d) promptly after the same are sent, copies of all financial
       statements and reports which the U.S. Borrower sends to its public equity
       holders, and within five days after the same are filed, copies of all
       financial statements and reports which the U.S. Borrower may make to, or
       file with, the Securities and Exchange Commission or any successor or
       analogous Governmental Authority; and

              (e) promptly, subject to reasonable confidentiality requirements
       and confidentiality agreements to which the Borrower or any of its
       Subsidiaries is a party, such additional financial and other information
       as any Lender may from time to time reasonably request.

              8.3 Performance of Obligations. Perform in all material respects
all of its obligations under the terms of each material mortgage, indenture,
security agreement and other debt instrument by which it is bound or to which it
is a party and pay, discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be, all its material obligations
of whatever nature, except when the amount or validity thereof is currently
being contested in good faith by appropriate proceedings and reserves in
conformity with GAAP with



<PAGE>   60
                                                                              54



respect thereto have been provided for on the books of the U.S. Borrower or its
Subsidiaries, as the case may be.

              8.4 Conduct of Business, Maintenance of Existence and Compliance
with Obligations and Laws. Continue to engage in business of the same general
type as now conducted by it and preserve, renew and keep in full force and
effect its corporate existence and take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable in the normal conduct
of its business except as otherwise permitted pursuant to subsection 9.5 and
except, with respect to the corporate existence of Subsidiaries that are not
Loan Parties and any rights, privileges and franchises, to the extent that the
Board of Directors of the U.S. Borrower shall determine in good faith that the
preservation or maintenance thereof is no longer desirable in the conduct of the
business of the U.S. Borrower and its Subsidiaries; comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith would not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the business, operations, property or
financial or other condition of the U.S. Borrower and its Subsidiaries taken as
a whole and would not reasonably be expected to adversely affect the ability of
the U.S. Borrower or any of its Subsidiaries to perform their respective
obligations under any of the Loan Documents to which they are a party.

              8.5 Maintenance of Property; Insurance. Keep all property useful
and necessary in its business in good working order and condition where the
failure to maintain such property in good working order and condition would
reasonably be expected to have a material adverse effect on the business,
operations, property or financial condition of the U.S. Borrower and its
Subsidiaries taken as a whole; maintain with financially sound and reputable
insurance companies such insurance coverage as is reasonable for the business
activities of the U.S. Borrower and its Subsidiaries; and furnish to the
Administrative Agent, upon written request, full information as to the insurance
carried.

              8.6 Inspection of Property; Books and Records; Discussions. Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of any Lender (subject to reasonable confidentiality
requirements) to visit and inspect any of its properties and examine and make
abstracts from any of its books and records upon reasonable notice and at any
reasonable time and as often as may reasonably be desired, and to discuss the
business, operations, properties and financial and other condition of the U.S.
Borrower and its Subsidiaries with officers and employees of the U.S. Borrower
and its Subsidiaries and, provided the U.S. Borrower is given an opportunity to
participate, with its independent certified public accountants.

              8.7 Notices. Promptly give notice to the Administrative Agent and
each Lender:

              (a) of the occurrence of any Default or Event of Default;

              (b) of any (i) default or event of default under any Contractual
       Obligation of the U.S. Borrower or any of its Subsidiaries or (ii)
       litigation, investigation or proceeding which may exist at any time
       between the U.S. Borrower or any of its Subsidiaries and any Governmental
       Authority, which in the case of either clause (i) or (ii) above, would


<PAGE>   61
                                                                              55



       reasonably be expected to have a material adverse effect on the business,
       operations, property or financial condition of the U.S. Borrower and its
       Subsidiaries taken as a whole or would reasonably be expected to
       adversely affect the ability of the U.S. Borrower or any of its
       Subsidiaries to perform their respective obligations under any of the
       Loan Documents to which they are a party;

              (c) of any litigation or proceeding affecting the U.S. Borrower or
       any of its Subsidiaries in which the then reasonably anticipated exposure
       of the U.S. Borrower and its Subsidiaries is $20,000,000 or more and not
       covered by insurance, or in which injunctive or similar relief is sought
       which is then reasonably anticipated to have an adverse economic effect
       on the U.S. Borrower and its Subsidiaries of $20,000,000 or more;

              (d) of the following events, as soon as possible and in any event
       within 30 days after the U.S. Borrower knows or has reason to know
       thereof: (i) the occurrence or expected occurrence of any Reportable
       Event with respect to any Single Employer Plan, a failure to make any
       required contribution to any Single Employer Plan, unless such failure is
       cured within such 30 days, any Lien under the Code or ERISA in favor of
       the PBGC or a Single Employer Plan, or any withdrawal from, or the
       termination, Reorganization or Insolvency of any Multiemployer Plan or
       (ii) the institution of proceedings or the taking of any other action by
       the PBGC or the U.S. Borrower or any Commonly Controlled Entity or any
       Multiemployer Plan with respect to the withdrawal from, or the
       termination, Reorganization or Insolvency of, any Single Employer or
       Multiemployer Plan, where, in connection with any of the events described
       in clauses (i) or (ii), the resulting liability would reasonably be
       expected to cause a material adverse change in the business, assets,
       operations or financial condition of the U.S. Borrower and its
       Subsidiaries taken as a whole;

              (e) of any Environmental Complaint which would reasonably be
       expected to have a material adverse effect on the business, operations,
       property or financial condition of the U.S. Borrower and its
       Subsidiaries, taken as a whole, and any notice from any Person of (i) the
       occurrence of any release, spill or discharge of any Hazardous Material
       that is reportable under any Environmental Law, (ii) the commencement of
       any clean up pursuant to or in accordance with any Environmental Law of
       any Hazardous Material at, on, under or within the Property or any part
       thereof or (iii) any other condition, circumstance, occurrence or event,
       any of which would reasonably be expected to have a material adverse
       effect on the business, operations, property or financial condition of
       the U.S. Borrower and its Subsidiaries, taken as a whole, under any
       Environmental Law;

              (f) of (i) the incurrence of any Lien (other than Liens permitted
       pursuant to subsection 9.3) on, or claim asserted against any of the
       collateral security in the Security Documents or (ii) the occurrence of
       any other event which could reasonably be expected to have a material
       adverse effect on the aggregate value of the collateral under any
       Security Document; and

              (g) of a material adverse change in the business, operations,
       property or financial condition of the U.S. Borrower and its Subsidiaries
       taken as a whole.


<PAGE>   62
                                                                              56


Each notice pursuant to this subsection 8.7 shall be accompanied by a statement
of a Responsible Officer of the U.S. Borrower setting forth details of the
occurrence referred to therein and stating what action the U.S. Borrower
proposes to take with respect thereto.

              8.8 Maintenance of Liens of the Security Documents. Promptly, upon
the reasonable request of any Lender, at the U.S. Borrower's expense, execute,
acknowledge and deliver, or cause the execution, acknowledgment and delivery of,
and thereafter register, file or record, or cause to be registered, filed or
recorded, in an appropriate governmental office, any document or instrument
supplemental to or confirmatory of the Security Documents or otherwise deemed by
the Administrative Agent necessary or desirable for the continued validity,
perfection and priority of the Liens on the collateral covered thereby.

              8.9 Environmental Matters. (a) Comply in all material respects
with, and use all reasonable efforts to ensure compliance in all material
respects by all tenants and subtenants, if any, with, all Environmental Laws and
all requirements existing thereunder and obtain and comply in all material
respects with and maintain, and use all reasonable efforts to ensure that all
tenants and subtenants obtain, comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by Environmental Laws.

              (b) Promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws, other than such orders and directives as to which an appeal has been taken
in good faith and the pendency of any and all such appeals does not materially
and adversely affect the U.S. Borrower or any Subsidiary or the operations of
the U.S. Borrower or any Subsidiary.

              (c) Defend, indemnify and hold harmless the Administrative Agent
and the Lenders and their Affiliates, and their respective employees, agents,
officers and directors, from and against any claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or nature
known or unknown, contingent or otherwise, arising out of, or in any way
relating to the violation of, noncompliance with or liability under any
Environmental Laws applicable to the U.S. Borrower or its Subsidiaries or the
Properties, or any orders, requirements or demands of Governmental Authorities
related thereto, including, without limitation, attorney's and consultant's
fees, investigation and laboratory fees, response costs, court costs and
litigation expenses, except to the extent that any of the foregoing arise solely
out of the gross negligence or willful misconduct of the party seeking
indemnification therefor. This indemnity shall continue in full force and effect
regardless of the termination of this Agreement.

              8.10 Security Documents; Guarantee Supplement. (a) [Reserved.]

              (b) As soon as possible and in no event later than 45 days after
the delivery of any financial statements under subsection 8.1(a) or (b), for any
fiscal period ending on or after March 31, 2001, cause (i) all of the Capital
Stock owned directly or indirectly by the U.S. Borrower of each of the U.S.
Borrower's direct or indirect Domestic Subsidiaries which on the date of such
financial statements constituted at least 10% of Consolidated Assets or for the
twelve month period ended on the date of such financial statements represented
at least 10% of Consolidated Revenues to be pledged to the Administrative Agent,
in its capacity as Agent pursuant to the Intercreditor Agreement, pursuant to a
pledge agreement in form and substance satisfactory to the Administrative Agent,
(ii) 65% of the Capital Stock (or such lesser amount as




<PAGE>   63
                                                                              57


may be owned by the U.S. Borrower) of each of the U.S. Borrower's direct Foreign
Subsidiaries which on the date of such financial statements constituted at least
10% of Consolidated Assets or for the twelve month period ended on the date of
such financial statements represented at least 10% of Consolidated Revenues to
be pledged to the Administrative Agent, in its capacity as Agent pursuant to the
Intercreditor Agreement, pursuant to a pledge agreement in form and substance
satisfactory to the Administrative Agent, and (iii) the Administrative Agent, in
its capacity as Agent pursuant to the Intercreditor Agreement, to receive, with
a counterpart for each Lender, legal opinions of counsel to the U.S. Borrower
acceptable to the Administrative Agent covering such matters in respect of such
pledges as the Administrative Agent shall reasonably request.

              (c) As soon as possible and in no event later than 45 days after
the delivery of any financial statements under subsection 8.1(a) or (b) for any
fiscal period ending on or after March 31, 2001, cause (i) each of the U.S.
Borrower's direct and indirect Domestic Subsidiaries (other than any Excluded
Subsidiary) which on the date of such financial statements constituted 10% of
Consolidated Assets or for the twelve month period ended on the date of such
financial statements represented at least 10% of Consolidated Revenues to
execute and deliver a Guarantee Supplement to the Administrative Agent, in its
capacity as Agent pursuant to the Intercreditor Agreement, and (ii) the
Administrative Agent, in its capacity as Agent pursuant to the Intercreditor
Agreement, to receive, with a counterpart for each Lender, opinions of counsel
to the U.S. Borrower, in form and substance satisfactory to the Administrative
Agent, covering such matters in respect of the Subsidiary Guarantee as the
Administrative Agent shall reasonably request; provided, that, notwithstanding
the foregoing, a Domestic Subsidiary shall not be required to execute and
deliver a Guarantee Supplement or otherwise become a party to the Subsidiary
Guarantee if (x) it is a holding company whose only material asset consists of
Capital Stock of one or more Foreign Subsidiaries and (y) the Capital Stock of
such Domestic Subsidiary is pledged to the Administrative Agent, in its capacity
as Agent pursuant to the Intercreditor Agreement and; provided further, that any
Domestic Subsidiary of the U.S. Borrower (whether or not such Subsidiary
satisfies the criteria set forth in clause (i) above in this paragraph (c))
which has guaranteed any Public Indebtedness of the U.S. Borrower or any of its
Subsidiaries shall be required in any event to execute and deliver a Guarantee
Supplement or otherwise become a party to the Subsidiary Guarantee concurrently
with entering into any such guarantee of Public Indebtedness.

              (d) (i) Cause to be pledged to the Administrative Agent, in its
capacity as Agent pursuant to the Intercreditor Agreement, on the Closing Date
100% of the Capital Stock of each Domestic Subsidiary (other than any Excluded
Subsidiary) which would have constituted more than 10% of Consolidated Assets on
December 31, 2000 or represented at least 10% of Consolidated Revenues for the
twelve-month period ended on December 31, 2000, and (ii) cause each Domestic
Subsidiary (other than any Excluded Subsidiary) described in the foregoing
clause (i) to be Subsidiary Guarantors on the Closing Date; provided, that Lear
Corporation (Germany) Ltd. shall not be required to be a Subsidiary Guarantor
and the U.S. Borrower shall not be required to pledge its Capital Stock.

              SECTION 9.     NEGATIVE COVENANTS

              The U.S. Borrower hereby agrees that, so long as the Commitments
(or any of them) remain in effect, any Loan remains outstanding and unpaid or
any other amount is owing



<PAGE>   64
                                                                              58



to any Lender or either Administrative Agent hereunder or under any other Loan
Document, the U.S. Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly:

              9.1 Financial Covenants.

              (a) Interest Coverage. Permit the ratio of (i) Consolidated
       Operating Profit for any four consecutive fiscal quarters ending during
       any period set forth below to (ii) Consolidated Interest Expense for such
       four consecutive fiscal quarters, to be less than the ratio set forth
       opposite such period below:

<TABLE>
<CAPTION>

                              Period                                    Ratio
                              ------                                    -----

<S>                                                                     <C>
                October 1, 2000 - December 31, 2001                     3.00x
                January 1, 2002 - December 31, 2002                     3.25x
                January 1, 2003 and thereafter                          3.50x
</TABLE>

              (b) Leverage Ratio. Permit the Leverage Ratio at the end of any
fiscal quarter ending during any period set forth below to be greater than the
ratio set forth opposite such period below:

<TABLE>
<CAPTION>

                              Period                                    Ratio
                              ------                                    -----

<S>                                                                     <C>
                October 1, 2000 through December 31, 2000               4.00x
                January 1, 2001 through December 31, 2001               3.75x
                January 1, 2002 through December 31, 2004               3.50x
                January 1, 2005 and thereafter                          3.25x
</TABLE>

              9.2 Limitation on Indebtedness. Permit any Subsidiary to create,
incur, assume or suffer to exist any Indebtedness, except:

              (a) (i) Indebtedness in respect of the Extensions of Credit and
       other obligations arising under this Agreement and (ii) Indebtedness
       under the Other Revolving Credit Agreement and, without duplication,
       Indebtedness of any Subsidiary backed by letters of credit issued under
       the Other Revolving Credit Agreement;

              (b) [Reserved];

              (c) Indebtedness in respect of Interest Rate Agreement Obligations
       and Currency Agreement Obligations entered into to protect against
       fluctuations in interest rates or exchange rates and not for speculative
       reasons;

              (d) Indebtedness incurred by a Special Purpose Subsidiary in
       connection with a Receivable Financing Transaction;

              (e) intercompany Indebtedness permitted by subsection 9.9; and

              (f) other Indebtedness, subject to the provisions of subsection
       9.8.


<PAGE>   65
                                                                              59


              9.3 Limitation on Liens. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except (subject, in the case of Liens described in
paragraphs (o) through (t) below, to the provisions of subsection 9.8):

              (a) Liens for taxes not yet due or which are being contested in
       good faith by appropriate proceedings; provided that adequate reserves
       with respect thereto are maintained on the books of the U.S. Borrower or
       its Subsidiaries, as the case may be, in conformity with GAAP (or, in the
       case of Foreign Subsidiaries, generally accepted accounting principles in
       effect from time to time in their respective jurisdictions of
       organization);

              (b) carriers', warehousemen's, mechanics', materialmen's,
       repairmen's, suppliers or other like Liens arising in the ordinary course
       of business relating to obligations not overdue for a period of more than
       60 days or which are bonded or being contested in good faith by
       appropriate proceedings;

              (c) pledges or deposits in connection with workers' compensation,
       unemployment insurance and other social security legislation, including
       any Lien securing letters of credit issued in the ordinary course of
       business in connection therewith and deposits securing liabilities to
       insurance carriers under insurance and self-insurance programs;

              (d) Liens (other than any Lien imposed by ERISA) incurred on
       deposits to secure the performance of bids, trade contracts (other than
       for borrowed money), leases, statutory obligations, surety and appeal
       bonds, performance bonds, utility payments and other obligations of a
       like nature incurred in the ordinary course of business;

              (e) easements, rights-of-way, restrictions and other similar
       encumbrances incurred which, in the aggregate, do not materially
       interfere with the ordinary conduct of the business of the U.S. Borrower
       and its Subsidiaries taken as a whole;

              (f) Liens created pursuant to the Security Documents;

              (g) attachment, judgment or other similar Liens arising in
       connection with court or arbitration proceedings fully covered by
       insurance or involving individually or in the aggregate, no more than
       $40,000,000 at any one time, provided that the same are discharged, or
       that execution or enforcement thereof is stayed pending appeal, within 60
       days or, in the case of any stay of execution or enforcement pending
       appeal, within such lesser time during which such appeal may be taken;

              (h) Liens securing obligations (other than obligations
       representing Indebtedness for borrowed money) under operating, reciprocal
       easement or similar agreements entered into in the ordinary course of
       business;

              (i) statutory Liens and rights of offset arising in the ordinary
       course of business of the U.S. Borrower and its Subsidiaries;


<PAGE>   66
                                                                              60


              (j) Liens in connection with leases or subleases granted to others
       and the interest or title of a lessor or sublessor (other than the U.S.
       Borrower or any Subsidiary of the U.S. Borrower) under any lease;

              (k) Liens arising in connection with Industrial Development Bonds
       or other industrial development, pollution control or other tax-favored
       or government-sponsored financing transactions, provided that such liens
       do not at any time encumber any property, other than the property
       financed by such transaction and other property, assets or revenues
       related to the property so financed on which Liens are customarily
       granted in connection with such transactions (in each case, together with
       improvements and attachments thereto);

              (l) Liens on receivables subject to a Receivable Financing
       Transaction;

              (m) Liens securing Indebtedness permitted by subsection 9.2(c) and
       any other Indebtedness in respect of Interest Rate Agreement Obligations
       or Currency Agreement Obligations entered into to protect against
       fluctuations in interest rates or exchange rates and not for speculative
       reasons, provided that such Liens run in favor of a Lender hereunder or a
       lender under the Other Revolving Credit Agreement;

              (n) extensions, renewals and replacements of any Lien described in
       subsections 9.3(a) through (m) above;

              (o) Liens (including, without limitation, Liens incurred in
       connection with Financing Leases, operating leases and sale-leaseback
       transactions) securing Indebtedness of the U.S. Borrower and its
       Subsidiaries permitted by subsection 9.2 incurred to finance the
       acquisition of property; provided that (i) such Liens shall be created
       substantially simultaneously with the purchase of such property, (ii)
       such Liens do not at any time encumber any property other than the
       property financed by such Indebtedness, (iii) the amount of Indebtedness
       secured thereby is not increased and (iv) the principal amount of
       Indebtedness secured by any such Lien shall at no time exceed 100% of the
       purchase price of such property;

              (p) Liens securing the Indebtedness of Foreign Subsidiaries
       permitted by subsection 9.2, provided that such Liens permitted by this
       paragraph do not at any time encumber any property located in the United
       States;

              (q) Liens securing reimbursement obligations with respect to
       documentary letters of credit permitted hereunder which encumber
       documents and other property relating to such letters of credit;

              (r) Liens securing Acquired Indebtedness permitted by subsection
       9.2, provided, that (i) such Liens existed at the time such corporation
       became a Subsidiary or such assets were acquired and were not created in
       anticipation thereof, (ii) any such Lien does not by its terms cover any
       property or assets after the time such corporation became or becomes a
       Subsidiary or such assets were acquired which were not covered
       immediately prior thereto (and improvements and attachments thereto) and
       (iii) any such Lien does not by its terms secure any Indebtedness other
       than Indebtedness existing



<PAGE>   67
                                                                              61


       immediately prior to the time such corporation became or becomes a
       Subsidiary or such assets were acquired;

              (s) except as otherwise provided for in subsections 9.3(a) through
       (n), Liens securing Indebtedness of Domestic Subsidiaries permitted under
       subsection 9.2;

              (t) other Liens; and

              (u) extensions, renewals and replacements of any Lien described in
       subsections 9.3(o) through (t) above.

              9.4 Limitation on Guarantee Obligations. Create, incur, assume or
suffer to exist any Guarantee Obligation except:

              (a) Guarantee Obligations of (i) the U.S. Borrower under this
       Agreement and the Other Revolving Credit Agreement and (ii) the Domestic
       Subsidiaries under the Subsidiary Guarantee, and any Bond Guarantee;

              (b) Guarantee Obligations of any Subsidiary Guarantor in respect
       of obligations of the Borrower or any other Subsidiary Guarantor;

              (c) Guarantee Obligations of any Subsidiary that is not a
       Subsidiary Guarantor in respect of obligations of any other Subsidiary
       that is not a Subsidiary Guarantor;

              (d) Guarantee Obligations in respect of operating leases;

              (e) Guarantee Obligations of the U.S. Borrower in respect of
       obligations of any Subsidiary that are permitted to be incurred under
       this Agreement; and

              (f) other Guarantee Obligations, subject to the provisions of
       subsection 9.8;

              9.5 Limitations on Fundamental Changes. Unless expressly permitted
under this Agreement, enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of,
all or substantially all of its property, business or assets, or make any
material change in its present method of conducting business, except:

              (a) any Subsidiary of the U.S. Borrower may be merged or
       consolidated with or into the U.S. Borrower (provided that the U.S.
       Borrower shall be the continuing or surviving corporation) or with or
       into any one or more other Subsidiaries of the U.S. Borrower;

              (b) any Subsidiary may sell, lease, transfer or otherwise dispose
       of any or all of its assets (upon voluntary liquidation or otherwise) to
       the U.S. Borrower or any other Subsidiary of the U.S. Borrower;

              (c) the U.S. Borrower may merge or consolidate with any Person,
       provided that (A) the U.S. Borrower is the surviving corporation of such
       merger or consolidation,



<PAGE>   68
                                                                              62


       (B) after giving effect thereto, no Default or Event of Default is in
       existence and (C) if such merger or consolidation had occurred on the
       first day of the period of four full fiscal quarters most recently ended
       prior to the date of such event, the U.S. Borrower would have been in
       compliance with subsection 9.1 during such period of four full fiscal
       quarters; and

              (d) any Subsidiary may be merged, consolidated or amalgamated with
       or into any Person, or may sell, lease, transfer or otherwise dispose of
       its assets (upon voluntary liquidation, dissolution or otherwise) to any
       Person or may liquidate, wind up or dissolve itself if (A) after giving
       effect thereto, no Default or Event of Default is in existence and (B) if
       such merger, consolidation, amalgamation, sale, lease, transfer or other
       disposition had occurred on the first day of the period of four fiscal
       quarters most recently ended prior to the date of such event, the U.S.
       Borrower would have been in compliance with subsection 9.1 during such
       period of four full fiscal quarters.

              9.6 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of, any of its property, business or assets
(including, without limitation, receivables and leasehold interests) whether now
owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell
any shares of such Subsidiary's Capital Stock to any Person other than the U.S.
Borrower or any Wholly Owned Subsidiary (or to qualify directors if required by
applicable law or similar de minimis issuances of Capital Stock to comply with
Requirements of Law), except:

              (a) the sale or other disposition of obsolete or worn out property
       or other property not necessary for operations disposed of in the
       ordinary course of business; provided that (i) the Net Proceeds of each
       such transaction are applied to obtain a replacement item or items of
       property within 120 days of the disposition thereof or (ii) the fair
       market value of any property not replaced pursuant to clause (i) above
       shall not exceed $20,000,000 in the aggregate in any one fiscal year of
       the U.S. Borrower;

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

              (c) the sale of any property in connection with any sale and
       leaseback transaction;

              (d) the sale by any Foreign Subsidiary of its accounts receivable;
       provided that the terms of each such sale are satisfactory in form and
       substance to the Administrative Agent;

              (e) the sale by any Domestic Subsidiary of its accounts
       receivable; provided that the terms of each such sale are satisfactory in
       form and substance to the Administrative Agent;

              (f) any sale or other disposition permitted under subsections 9.5
       or 9.9;

              (g) any operating lease entered into in the ordinary course of
       business;


<PAGE>   69
                                                                              63


              (h) any assignments or licenses of intellectual property in the
       ordinary course of business;

              (i) any sale, contribution or transfer to or by a Special Purpose
       Subsidiary in connection with a Receivable Financing Transaction; and

              (j) any sale or other disposition of assets if (A) after giving
       effect thereto and the application of the proceeds therefrom, no Default
       or Event of Default is in existence and (B) if such sale or other
       disposition had occurred on the first day of the period of four full
       final quarters most recently ended prior to the date of such sale or
       other disposition, the U.S. Borrower would have been in compliance with
       subsection 9.1 during such period of four full fiscal quarters.

              9.7 Limitation on Dividends. Declare or pay any dividend on, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any shares of any class of Capital Stock of the U.S. Borrower or
any warrants or options to purchase any such stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the U.S.
Borrower or any Subsidiary, except for (a) (i) payment by the U.S. Borrower of
amounts then owing to management personnel of the U.S. Borrower pursuant to the
terms of their respective employment contracts or under any employee benefit
plan, (ii) mandatory purchases by the U.S. Borrower of its common stock from
management personnel pursuant to the terms of their respective employment
agreements or any employee benefit plan, (iii) additional repurchases by the
U.S. Borrower of its common stock from management personnel, and other officers
or employees of the U.S. Borrower or any Subsidiary in an amount not to exceed
$35,000,000 in the aggregate and (iv) the purchase, redemption or retirement of
any shares of any Capital Stock of the U.S. Borrower or options to purchase
Capital Stock of the U.S. Borrower in connection with the exercise of
outstanding stock options, (b) if no Default or Event of Default has occurred
and is continuing (or would occur and be continuing after giving effect thereto)
when any such dividend is declared by the Board of Directors of the U.S.
Borrower or such payment is made on the account of the purchase of Capital Stock
of the U.S. Borrower, cash dividends on the U.S. Borrower's Capital Stock or
such payments made on the account of the purchase of Capital Stock of the U.S.
Borrower not to exceed, in the aggregate, in any fiscal quarter (the "Payment
Quarter") an amount equal to the greater of (i) $25,000,000 and (ii) (A) 50%
(100% if the U.S. Borrower shall have attained Investment Grade Status) of
Consolidated Net Income of the U.S. Borrower and its consolidated Subsidiaries
for the period of four consecutive fiscal quarters ended immediately prior to
the Payment Quarter (such period of four quarters being the "Calculation Period"
in respect of such Payment Quarter), less (B) the cash amount of all (I)
dividends paid and redemptions made by the U.S. Borrower during such Calculation
Period in respect of Capital Stock and (II) payments made on the account of the
purchase of Capital Stock of the U.S. Borrower during such Calculation Period,
but only to the extent permitted by the terms of the outstanding Subordinated
Debt, (c) if (x) no Default or Event of Default has occurred and is continuing
(or would occur and be continuing after giving effect thereto) with respect to
such purchase of Capital Stock of the U.S. Borrower and (y) the Leverage Ratio
for the fiscal quarter then ended is equal to or less than 3.0 to 1.0, the U.S.
Borrower may from time to time and in addition to the amounts permitted under
clause (b) above purchase its Capital Stock in an aggregate amount of up to
$100,000,000 during the term of this Agreement and (d) dividends or



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distributions in the form of additional shares of such Capital Stock or in
options, warrants or other rights to purchase Capital Stock.

              9.8 Limitation on Subsidiary and Secured Indebtedness. Create,
incur, assume or suffer to exist Subsidiary and Secured Indebtedness in an
aggregate principal amount at any time outstanding exceeding 10% of Consolidated
Assets at such time; or create, incur, assume or suffer to exist any
Indebtedness that constitutes Subsidiary and Secured Indebtedness and that is
secured by any Lien on any property, assets or receivables of the U.S. Borrower
or any of its Subsidiaries (other than Liens permitted by paragraphs (a) through
(n) of subsection 9.3) in an aggregate principal amount at any time exceeding 5%
of Consolidated Assets at such time, provided that, in each case, the proceeds
of any Subsidiary and Secured Indebtedness constituting Public Indebtedness
incurred hereunder shall, to the extent required, be applied in accordance with
subsection 5.4(f).

              9.9 Limitation on Investments, Loans and Advances. Make or suffer
to exist any advance, loan, extension of credit or capital contribution to, or
purchase any stock, bonds, notes, debentures or other securities of or any
assets constituting a business unit of, or make any other investment in, any
Person, or acquire or invest in any interest in any Person, except:

              (a) extensions of trade credit in the ordinary course of business;

              (b) investments in Cash Equivalents;

              (c) investments by Foreign Subsidiaries in high quality
       investments of a type similar to Cash Equivalents made outside of the
       United States of America;

              (d) capital contributions and equity investments made prior to the
       date hereof in any Subsidiary or Special Entity and any recapitalization
       thereof not increasing the amounts thereof;

              (e) (i) loans, advances, and extensions of credit by any
       Subsidiary to the U.S. Borrower and (ii) loans, advances, extensions of
       credit, capital contributions and other investments by the U.S. Borrower
       or any Subsidiary to or in any Subsidiary;

              (f) the purchase by the U.S. Borrower or any Subsidiary of
       participating interests in loans to Foreign Subsidiaries; provided that
       the amount of each such participating interest does not exceed the amount
       which the U.S. Borrower or such Subsidiary would otherwise be permitted
       to lend or contribute to such Foreign Subsidiaries pursuant to this
       subsection 9.9;

              (g) the U.S. Borrower and its Subsidiaries may acquire or invest
       in any Special Entities or the assets constituting a business unit of any
       Person that would be a Special Entity, provided that the aggregate
       purchase price of such acquisitions after the date hereof does not exceed
       $400,000,000 (less, in the case of Special Entities that become
       Subsidiaries of the U.S. Borrower, the aggregate amount of Indebtedness
       of such Special Entities at the time such Special Entities are acquired)
       per fiscal year; and provided, further, that up to $100,000,000 of such
       permitted amount which is not expended in any fiscal year may be carried
       over for such acquisitions in any subsequent fiscal year; and provided,
       still further, that no more than $150,000,000 per fiscal year of


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                                                                              65



       any such permitted amount may be expended to acquire stock or other
       evidence of beneficial ownership of Special Entities that do not become
       Subsidiaries of the U.S. Borrower;

              (h) advances to employees in the ordinary course of business for
       travel, relocation and related expenses;

              (i) investments received in connection with the bankruptcy or
       reorganization of suppliers, customers and other Persons having
       obligations in favor of the U.S. Borrower or any Subsidiary in settlement
       of delinquent obligations of, and other disputes with, customers,
       suppliers and such other Persons arising in the ordinary course of
       business;

              (j) advances, loans, extensions of credit or other investments
       held by a Person at the time it becomes a Subsidiary of the U.S. Borrower
       in connection with an acquisition permitted hereunder; provided, that
       such advances, loans, extensions of credit or other investments have not
       been made in anticipation of such acquisition;

              (k) other investments, advances, loans, extensions of credit and
       capital contributions by the U.S. Borrower and its Subsidiaries not
       exceeding $125,000,000 in the aggregate at any one time outstanding;

              (l) [Reserved]; and

              (m) investments in or acquisitions of companies or business units,
       in each case, engaged primarily in the manufacturing of automotive parts
       business and businesses related thereto so long as (i) no Default or
       Event of Default shall have occurred and be continuing before and after
       giving effect to such transaction, (ii) the U.S. Borrower would be in pro
       forma compliance with subsection 9.1 after giving effect to such
       transaction and (iii) such transaction is not the result of a hostile bid
       made by the U.S. Borrower or its Subsidiaries.

              9.10 Limitation on Optional Payments and Modification of Debt
Instruments; Certain Derivative Transactions. (a) Prepay, purchase, redeem,
retire, defease or otherwise acquire, or make any payment on account of any
principal of, interest on, or premium payable in connection with the prepayment,
redemption or retirement of any outstanding Subordinated Debt, except that the
U.S. Borrower may prepay, purchase or redeem Subordinated Debt with the proceeds
of the issuance of other subordinated Indebtedness of the U.S. Borrower or
Capital Stock of the U.S. Borrower; provided that, in the case of the issuance
of subordinated Indebtedness, either (i) the principal terms of such other
subordinated Indebtedness are no more restrictive, taken as a whole, to the U.S.
Borrower and its Subsidiaries than the principal terms of the Subordinated Debt
being repaid, purchased or redeemed or (ii) the terms and conditions of the
other subordinated Indebtedness are reasonably satisfactory to the
Administrative Agent; provided, further, that, notwithstanding any provision
contained in this subsection 14.10, if no Default or Event of Default has
occurred and is continuing or would occur and be continuing as a result of the
following, the Subordinated Debt may be prepaid at any time without restriction;
(b) enter into any derivative transaction or similar transaction obligating the
U.S. Borrower or any of its Subsidiaries to make any payment (other than a
payment made in Capital Stock) to any other



<PAGE>   72
                                                                              66



Person as a result of any change in value or market price of Subordinated Debt
or Capital Stock of the U.S. Borrower; or (c) without the consent of the
Administrative Agent, amend, modify or change, or consent or agree to any
amendment, modification or change to any of the terms of any Subordinated Debt
(except that without the consent of the Administrative Agent or any Lender, the
terms of the Subordinated Debt may be amended, modified or changed if such
amendment, modification or change would extend the maturity or reduce the amount
of any payment of principal thereof, would reduce the rate or extend the date
for payment of interest thereon, would eliminate covenants (other than covenants
with respect to subordination to Indebtedness under this Agreement and, if
applicable, the Subsidiary Guarantee) or defaults in such Subordinated Debt or
would make such covenants or defaults less restrictive or make any other change
that would not require the consent of the holders of such Subordinated Debt).

              9.11 Transactions with Affiliates. Enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of property
or the rendering of any service, with any Affiliate unless such transactions are
otherwise permitted under this Agreement, or such transactions are in the
ordinary course of the U.S. Borrower's or such Subsidiary's business and are
upon fair and reasonable terms no less favorable to the U.S. Borrower or such
Subsidiary, as the case may be, than it would obtain in a comparable arm's
length transaction with a Person not an Affiliate; provided, however, that the
U.S. Borrower may engage, The Cypress Group, LLC or any Affiliate of The Cypress
Group, LLC as financial advisor, underwriter, broker, dealer-manager or finder
in connection with any transaction at the then customary market rates for
similar services.

              9.12 Corporate Documents. Amend its Certificate of Incorporation
or By-Laws, each as in effect on the Closing Date, if such amendment would
reasonably be expected to impair the ability of the Loan Parties to perform
their respective obligations under the Loan Documents to which they are a party.

              9.13 Fiscal Year. Permit the fiscal year of the U.S. Borrower to
end on a day other than December 31.

              9.14 Limitation on Restrictions Affecting Subsidiaries. Enter into
any agreement with any Person other than the Lenders pursuant hereto which
prohibits or limits the ability of any Subsidiary to (a) pay dividends or make
other distributions or pay any Indebtedness owed to the U.S. Borrower or any
Subsidiary, (b) make loans or advances to the U.S. Borrower or any Subsidiary or
(c) transfer any of its properties or assets to the U.S. Borrower or any
Subsidiary, except (i) prohibitions or restrictions under applicable law, (ii)
agreements and instruments governing or evidencing secured Indebtedness
otherwise permitted to be incurred under this Agreement that limits the right of
the borrower to (A) dispose of the assets securing such Indebtedness or (B) in
the case of any Foreign Subsidiary, to make dividends or distributions, (iii)
prohibitions or restrictions under agreements relating to Acquired Indebtedness
and any refinancings thereof, (iv) prohibitions or restrictions with respect to
the distribution or dispositions of assets or property in joint venture and
similar agreements entered into in the ordinary course of business, (v)
customary non-assignment provisions in leases and other agreements entered into
in the ordinary course of business, (vi) customary net worth provisions
contained in leases and other agreements entered into by a Subsidiary in the
ordinary course of business, (vii) customary restrictions with respect to a
Subsidiary pursuant to an agreement that has been entered into for the sale or
disposition of the assets or stock of such




<PAGE>   73
                                                                              67


Subsidiary, (viii) (a) any such restrictions existing by reasons of Contractual
Obligations listed on Schedule VIII or (b) Contractual Obligations in effect on
the Closing Date affecting Subsidiaries acquired in the UT Automotive
Acquisition, (ix) any restrictions on a Special Purpose Subsidiary, (x)
restrictions on cash or other deposits or net worth provisions under customer
and supply agreements entered into in the ordinary course of business, and (xi)
any restrictions contained in any instrument or agreement that refinances any
Indebtedness or other obligations which contains similar restrictions.

              9.15 Special Purpose Subsidiary. Permit (a) any Special Purpose
Subsidiary to engage in any business other than Receivable Financing
Transactions and activities directly related thereto or (b) at any time the U.S.
Borrower or any of its Subsidiaries (other than a Special Purpose Subsidiary) or
any of their respective assets to incur any liability, direct or indirect,
contingent or otherwise, in respect of any obligation of a Special Purpose
Subsidiary whether arising under or in connection with any Receivable Financing
Transaction or otherwise.

              9.16 Interest Rate Agreements. Enter into, or become a party to,
any Interest Rate Agreement that is speculative in nature.

              SECTION 10.    GUARANTEE

              10.1 Guarantee. (a) The U.S. Borrower hereby unconditionally and
irrevocably guarantees to the Administrative Agent, for the ratable benefit of
the Administrative Agent and the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by each of the other Borrowers when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations of the Subsidiaries.

              (b) The U.S. Borrower further agrees to pay any and all expenses
(including, without limitation, all reasonable fees and disbursements of
counsel, provided that the U.S. Borrower shall only be required to pay the fees
and disbursements of (i) one counsel for the Administrative Agent, (ii) one
counsel for the Lenders and (iii) one counsel for the Administrative Agent and
the Multicurrency Lenders in the jurisdiction of each Foreign Subsidiary
Borrower) which may be paid or incurred by the Administrative Agent, or any
Lender in enforcing, or obtaining advice of counsel in respect of, any rights
with respect to, or collecting, any or all of the Obligations and/or enforcing
any rights with respect to, or collecting against, the U.S. Borrower under this
Section. This Section shall remain in full force and effect until the
Obligations are paid in full and the Commitments are terminated, notwithstanding
that from time to time prior thereto any Borrower may be free from any
Obligations.

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


<PAGE>   74
                                                                              68


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

              10.2 No Subrogation. Notwithstanding any payment or payments made
by the U.S. Borrower hereunder, or any set-off or application of funds of the
U.S. Borrower by the Administrative Agent or any Lender, the U.S. Borrower shall
not be entitled to be subrogated to any of the rights of the Administrative
Agent or any Lender against the other Borrowers or against any collateral
security or guarantee or right of offset held by the Administrative Agent or any
Lender for the payment of the Obligations, nor shall the U.S. Borrower seek or
be entitled to seek any contribution or reimbursement from the other Borrowers
in respect of payments made by the U.S. Borrower hereunder, until all amounts
owing to the Administrative Agent and the Lenders by the other Borrowers on
account of the Obligations are paid in full and the Commitments are terminated.
If any amount shall be paid to the U.S. Borrower on account of such subrogation
rights at any time when all of the Obligations shall not have been paid in full,
such amount shall be held by the U.S. Borrower in trust for the Administrative
Agent and the Lenders, segregated from other funds of the U.S. Borrower, and
shall, forthwith upon receipt by the U.S. Borrower, be turned over to the
Administrative Agent in the exact form received by the U.S. Borrower (duly
indorsed by the U.S. Borrower to the Administrative Agent, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
the Administrative Agent may determine.

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


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Administrative Agent or any Lender against the U.S. Borrower. For the purposes
hereof "demand" shall include the commencement and continuance of any legal
proceedings.

              10.4 Guarantee Absolute and Unconditional. The U.S. Borrower
waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon this Agreement or acceptance of this Agreement; the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Agreement; and all dealings between the Borrowers and the U.S.
Borrower and the other Borrowers, on the one hand, and the Administrative Agent
and the Lenders, on the other, shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Agreement. The U.S. Borrower
waives diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the other Borrowers and the U.S. Borrower with respect
to the Obligations. This Section 10 shall be construed as a continuing, absolute
and unconditional guarantee of payment without regard to (a) the validity or
enforceability of this Agreement, any other Loan Document, any of the
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Borrowers (other than the U.S. Borrower)
against the Administrative Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrowers or the U.S.
Borrower) which constitutes, or might be construed to constitute, an equitable
or legal discharge of the Borrowers for the Obligations, or of the U.S. Borrower
under this Section 10, in bankruptcy or in any other instance. When pursuing its
rights and remedies hereunder against the Borrower, the Administrative Agent and
any Lender may, but shall be under no obligation to, pursue such rights and
remedies as it may have against the other Borrowers or any other Person or
against any collateral security or guarantee for the Obligations or any right of
offset with respect thereto, and any failure by the Administrative Agent or any
Lender to pursue such other rights or remedies or to collect any payments from
such other Borrowers or any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any
release of the other Borrowers or any such other Person or of any such
collateral security, guarantee or right of offset, shall not relieve the U.S.
Borrower of any liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the
Administrative Agent or any Lender against the U.S. Borrower. This Section 10
shall remain in full force and effect and be binding in accordance with and to
the extent of its terms upon the U.S. Borrower and its successors and assigns,
and shall inure to the benefit of the Administrative Agent and the Lenders, and
their respective successors, indorsees, transferees and assigns, until all the
Obligations and the obligations of the U.S. Borrower under this Agreement shall
have been satisfied by payment in full and the Commitments shall be terminated,
notwithstanding that from time to time during the term of this Agreement the
Borrowers may be free from any Obligations.

              10.5 Reinstatement. This Section 10 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or



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trustee or similar officer for, any Borrower or any substantial part of its
property, or otherwise, all as though such payments had not been made.

              10.6 Payments. The U.S. Borrower hereby agrees that all payments
required to be made by it hereunder will be made to the Administrative Agent,
for the benefit of the Administrative Agent and the Lenders, as the case may be,
without set-off or counterclaim in accordance with the terms of the Obligations,
including, without limitation, in the currency in which payment is due.

              SECTION 11.    EVENTS OF DEFAULT

              Upon the occurrence of any of the following events:

              (a) Any Borrower shall fail to pay (i) any principal of any Loans
       when due (whether at the stated maturity, by acceleration or otherwise)
       in accordance with the terms thereof or hereof or (ii) any interest on
       any Loans, or any fee or other amount payable hereunder, within five days
       after any such interest, fee or other amount becomes due in accordance
       with the terms hereof; or

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

              (c) The U.S. Borrower or any other Loan Party shall default in the
       observance or performance of any negative covenant contained in Section
       9; or

              (d) The U.S. Borrower or any other Loan Party shall default in the
       observance or performance of any other agreement contained in this
       Agreement or any other Loan Document other than as provided in (a)
       through (c) above, and such default shall continue unremedied for a
       period of 30 days; or

              (e) Any Loan Document shall cease, for any reason, to be in full
       force and effect, or the U.S. Borrower or any other Loan Party shall so
       assert; or any security interest created by any of the Security Documents
       shall cease to be enforceable and of the same effect and priority
       purported to be created thereby, except, in each case, as provided in
       subsection 13.19; or

              (f) The Subsidiary Guarantee shall cease, for any reason, to be in
       full force and effect, or any guarantor thereunder shall so assert,
       except as provided in subsection 13.19; or

              (g) The subordination provisions contained in any instrument
       pursuant to which the Subordinated Debt was created or in any instrument
       evidencing such Subordinated Debt shall cease, for any reason, to be in
       full force and effect or enforceable in accordance with their terms; or


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                                                                              71



              (h) The U.S. Borrower or any of its Subsidiaries shall (i) default
       in any payment of principal of or interest on any Indebtedness (other
       than Indebtedness under this Agreement), in the payment of any Guarantee
       Obligation or in the payment of any Interest Rate Agreement Obligation,
       in any case where the principal amount thereof then outstanding exceeds
       $40,000,000 beyond the period of grace (not to exceed 60 days), if any,
       provided in the instrument or agreement under which such Indebtedness,
       Guarantee Obligation or Interest Rate Agreement Obligation was created;
       or (ii) default in the observance or performance of any other agreement
       or condition relating to any such Indebtedness, Guarantee Obligation or
       Interest Rate Agreement Obligation or contained in any instrument or
       agreement evidencing, securing or relating thereto, or any other event
       shall occur or condition exist, the effect of which default or other
       event or condition is to cause, or to permit the holder or holders of
       such Indebtedness or beneficiary or beneficiaries of such Guarantee
       Obligation (or a trustee or agent on behalf of such holder or holders or
       beneficiary or beneficiaries) to cause, with the giving of notice if
       required, such Indebtedness to become due prior to its stated maturity or
       such Guarantee Obligation to become payable; or

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

              (j) Any Person shall engage in any non-exempt "prohibited
       transaction" (as defined in Section 406 of ERISA or Section 4975 of the
       Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
       defined in Section 302 of ERISA), whether or not waived, shall exist with
       respect to any Single Employer Plan, (iii) a Reportable Event shall occur
       with respect to, or proceedings shall commence to have a trustee
       appointed, or a trustee shall be appointed, to administer or to
       terminate, any Single Employer Plan, which Reportable Event or
       commencement of proceedings or appointment of a trustee is,



<PAGE>   78
                                                                              72



       in the reasonable opinion of the Majority Lenders, likely to result in
       the termination of such Plan for purposes of Title IV of ERISA, (iv) any
       Single Employer Plan shall terminate for purposes of Title IV of ERISA,
       (v) the U.S. Borrower or any Commonly Controlled Entity shall, or in the
       reasonable opinion of the Majority Lenders is likely to, incur any
       liability in connection with a withdrawal from, or the Insolvency or
       Reorganization of, a Multiemployer Plan or (vi) any other event or
       condition shall occur or exist, with respect to a Plan; and in each case
       in clauses (i) through (vi) above, such event or condition, together with
       all other such events or conditions, if any, would reasonably be expected
       to subject the U.S. Borrower or any of its Subsidiaries to any tax,
       penalty or other liabilities in the aggregate material in relation to the
       business, operations, property or financial or other condition of the
       U.S. Borrower and its Subsidiaries taken as a whole; or

              (k) One or more judgments or decrees shall be entered against the
       U.S. Borrower or any of its Subsidiaries involving in the aggregate a
       liability (not paid or fully covered by insurance) of $40,000,000 or more
       and all such judgments or decrees shall not have been vacated,
       discharged, stayed or bonded pending appeal within 60 days from the entry
       thereof; or

              (l) Any Person or "group" (within the meaning of Section 13(d) or
       15(d) of the Exchange Act) (A) shall have acquired beneficial ownership
       of 35% or more of any outstanding class of Capital Stock of the U.S.
       Borrower having ordinary voting power in the election of directors or (B)
       shall obtain the legal right (whether or not exercised) to elect a
       majority of the U.S. Borrower's directors or (ii) the Board of Directors
       of the U.S. Borrower shall not consist of a majority of Continuing
       Directors;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (i) above with respect to the U.S. Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement shall immediately become due and payable, and (B) if such event is any
other Event of Default, any of the following actions may be taken: (i) with the
consent of the Majority Lenders, the Administrative Agent may, or upon the
request of the Majority Lenders, the Administrative Agent shall, by notice to
the U.S. Borrower declare the Commitments to be terminated forthwith, whereupon
the Commitments shall immediately terminate; (ii) with the consent of the
Majority Lenders, the Administrative Agent may, or upon the direction of the
Majority Lenders, the Administrative Agent shall, by notice of default to the
U.S. Borrower, declare the Loans hereunder (with accrued interest thereon) and
all other amounts owing under this Agreement and the Notes to be due and payable
forthwith, whereupon the same shall immediately become due and payable and (iii)
the Administrative Agent may, and upon the direction of the Majority Lenders
shall, exercise any and all remedies and other rights provided pursuant to this
Agreement and/or the other Loan Documents.

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



<PAGE>   79
                                                                              73


              SECTION 12. THE ADMINISTRATIVE AGENT; DOCUMENTATION AGENT;
                          SYNDICATION AGENT; MANAGING AGENTS;
                          LEAD MANAGERS AND CO-AGENTS

              12.1 Appointment. Each Lender hereby irrevocably designates and
appoints Chase as the Administrative Agent of such Lender under this Agreement
and the other Loan Documents, and each Lender irrevocably authorizes Chase to
act as the Administrative Agent of such Lender, and to take such action on its
behalf under the provisions of this Agreement and the other Loan Documents and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent, by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

              12.2 Delegation of Duties. The Administrative Agent may execute
any of its duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

              12.3 Exculpatory Provisions. Neither the Administrative Agent nor
any of its respective officers, directors, employees, agents, attorneys-in-fact
or affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by any Borrower or
other Person or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by such Administrative Agent under
or in connection with, this Agreement or any other Loan Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document or for any failure of a Borrower or
any other Person to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document or to inspect the properties, books or records of the Borrowers.

              12.4 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrowers or any of
them), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes unless a written notice of assignment or transfer
thereof shall have been filed with the Administrative Agent. The


<PAGE>   80
                                                                              74



Administrative Agent shall be fully justified as between itself and the Lenders
in failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Majority Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Majority Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Loans.

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

              12.6 Non-Reliance on Administrative Agent and Other Lender. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
any Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers and made its own decision to
make its Extensions of Credit hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrowers. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Borrowers which
may come into the possession of the Administrative Agent or any of its
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates.

              12.7 Indemnification. Each Lender agrees to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrowers and without limiting the obligation of the Borrowers to do so),
ratably according to its Aggregate Total Outstandings


<PAGE>   81
                                                                              75



on the date on which indemnification is sought from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against the Administrative Agent in any
way relating to or arising out of this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by the Administrative Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent. The agreements in this subsection shall
survive the payment of the Loans and all other amounts payable hereunder.

              12.8 Administrative Agent in its Individual Capacity. The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrowers as though the
Administrative Agent were not the Administrative Agent hereunder and under the
other Loan Documents. With respect to the Loans made or renewed by the
Administrative Agent, and any Note issued to it, the Administrative Agent shall
have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

              12.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Majority Lenders shall appoint from among
the Lenders a successor administrative agent for the Lenders, which successor
administrative agent shall be approved by the U.S. Borrower (such approval not
to be unreasonably withheld), whereupon such successor administrative agent
shall succeed to the rights, powers and duties of the resigning Administrative
Agent, and the term "Administrative Agent" shall mean such successor
administrative agent effective upon such appointment and approval, and the
former Administrative Agent's rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. After any resigning Administrative Agent's resignation as
Administrative Agent, the provisions of this subsection shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan Documents.

              12.10 The Managing Agents, Co-Agents and Lead Managers,
Documentation Agent and Syndication Agent. Each Lender, the Documentation Agent,
the Syndication Agent and each Managing Agent, Co-Agent, and Lead Manager
acknowledges that the Documentation Agent and each Managing Agent, Co-Agent,
Lead Manager and the Syndication Agent, in such capacity, shall have no duties
or responsibilities, and shall incur no liabilities, under this Agreement or the
other Loan Documents in its respective capacity as such.

              12.11 Actions Under Security Documents. With respect to any action
under or in respect of the Security Documents that the provisions of this
Agreement permit or require the


<PAGE>   82
                                                                              76



Administrative Agent to take only with the consent, or upon the direction,
of all of the Lenders or the Majority Lenders, as the case may be, the Lenders
acknowledge that the Administrative Agent shall be required to take such action
only if such action is approved by, in addition to all the Lenders or the
Majority Lenders, as the case may be, such instructing group of lenders under
the Other Revolving Credit Agreement as the Other Revolving Credit Agreement
requires for such action.

              12.12 Intercreditor Agreement. In the event that a Refinancing
Agreement is entered into, the Administrative Agent is authorized and directed
to enter into an intercreditor agreement reasonably satisfactory to the
Administrative Agent as contemplated by the definition of "Refinancing
Agreement" set forth in subsection 1.1, and to enter into such amendments, if
any, to the Subsidiary Guarantee and the Security Documents as it shall
reasonably deem required in order to give effect to such intercreditor
agreement, provided, that, in any case, the Indebtedness of the U.S. Borrower
hereunder and under the Other Revolving Credit Agreement (including any
Refinancing Agreement in respect of the Other Revolving Credit Agreement) shall
be pari passu and equally and ratably secured.

              SECTION 13.    MISCELLANEOUS

              13.1 Amendments and Waivers. (a) Neither this Agreement or any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented, waived or modified except in accordance with the provisions of
this subsection 13.1. The Majority Lenders may, or, with the written consent of
the Majority Lenders, the Administrative Agent may, from time to time, (i) enter
into with the U.S. Borrower written amendments, supplements or modifications
hereto and to the other Loan Documents for the purpose of adding any provisions
to this Agreement or the other Loan Documents or changing in any manner the
rights or obligations of the Lenders or of the U.S. Borrower hereunder or
thereunder or (ii) waive at the U.S. Borrower's request, on such terms and
conditions as the Majority Lenders or the Administrative Agent, as the case may
be, may specify in such instrument, any of the requirements of this Agreement or
the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall:

              (A) reduce the amount or extend the scheduled date of maturity of
       any Loan or of any scheduled installment thereof, or reduce the stated
       rate of any interest or fee payable hereunder or extend the scheduled
       date of any payment thereof or increase the amount or extend the
       expiration date of any Lender's Multicurrency Commitment or Revolving
       Credit Commitment, in each case without the consent of each Lender
       affected thereby;

              (B) amend, supplement, modify or waive any provision of this
       subsection 13.1 or reduce the percentages specified in the definition of
       "Majority Lenders" or consent to the assignment or transfer by the U.S.
       Borrower of any of its rights and obligations under this Agreement and
       the other Loan Documents, in each case without the consent of all the
       Lenders or reduce the percentages specified in the definitions of
       "Majority Revolving Credit Lenders," "Majority Term Loan Lenders" or
       "Majority Multicurrency Lenders" without the consent of all of the
       Revolving Credit Lenders, Term Loan Lenders or Multicurrency Lenders, as
       the case may be;


<PAGE>   83
                                                                              77


              (C) amend, supplement, modify or waive any provision of Section 2
       or any other provision of this Agreement governing the rights or
       obligations of the Administrative Agent without the consent of the then
       Administrative Agent;

              (D) amend, modify or waive any provision of subsection 5.8 without
       the consent of each Lender affected thereby; or

              (E) release all or substantially all of the guarantees contained
       in Section 10 and under the Subsidiary Guarantee or all or substantially
       all of the Collateral under, and as defined in, the Security Documents
       without the consent of each Lender other than as permitted under
       subsection 13.18.

Any waiver and any amendment, supplement or modification pursuant to this
subsection 13.1 shall apply to each of the Lenders and shall be binding upon the
Borrowers, the Lenders, the Administrative Agent, and all future holders of the
Loans. In the case of any waiver, the Borrowers, the Lenders, the Administrative
Agent shall be restored to their former positions and rights hereunder and under
the other Loan Documents, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.

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

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

              (ii) Schedule II will be amended to remove any Subsidiary as a
       Foreign Subsidiary Borrower upon (A) execution and delivery by the U.S.
       Borrower of a written amendment providing for such amendment and (B)
       repayment in full of all outstanding Loans of such Foreign Subsidiary
       Borrower.

              (iii) Schedule III will be amended (A) to change administrative
       information contained therein (other than any interest rate definition,
       funding time, payment time or notice time contained therein) or (B) to
       add Available Foreign Currencies (and related interest rate definitions
       and administrative information) with the approval of the Majority
       Multicurrency Lenders, in each case, upon execution and delivery by the
       U.S. Borrower and the Administrative Agent of a written amendment
       providing for such amendment.

              (iv) Schedule III will be amended to conform any funding time,
       payment time or notice time contained therein to then-prevailing market
       practices, upon execution and delivery by the U.S. Borrower and the
       Administrative Agent of a written amendment providing for such amendment.




<PAGE>   84
                                                                              78


              (v) Schedule III will be amended to change any interest rate
       definition contained therein, upon execution and delivery by the U.S.
       Borrower, all the Multicurrency Lenders and the Administrative Agent of a
       written amendment providing for such amendment.

              (c) In addition to the amendments effected pursuant to the
foregoing paragraphs (a) and (b), this Agreement may be amended, or amended and
restated, contemporaneously with the occurrence of the Revolving Credit
Termination Date under (and as defined in) the Other Revolving Credit Agreement,
at the request of the U.S. Borrower and with the consent of the Administrative
Agent but without the consent of any Lender or other party hereto, solely to
provide for the inclusion in this Agreement of provisions permitting the
Revolving Credit Commitments to be used for the issuance of letters of credit
and the making of swing line loans and money market swing line loans. The
provisions included in this Agreement pursuant to any such amendment or
amendment and restatement shall in each case be substantially equivalent to the
provisions in the Other Revolving Credit Agreement relating to Letters of
Credit, Swing Line Loans and Money Market Rate Swing Line Loans (as such terms
are defined in the Other Revolving Credit Agreement) mutatis mutandis. Without
limiting the foregoing, under this Agreement (i) the letter of credit fee shall
be equal to the Applicable Margin with respect to Revolving Credit Loans which
are Eurodollar Loans (less the fronting fee payable to the issuing lender at the
rate of 0.125% per annum), (ii) the swing line loans (other than money market
rate swing line loans) shall bear interest at the Alternate Base Rate, and money
market rate swing line loans shall bear interest at the money market rate
determined in accordance with the procedures equivalent to those set forth in
the Other Revolving Credit Agreement with respect to Money Market Rate Swing
Line Loans, (iii) the maximum aggregate face amount of letters of credit at any
time outstanding shall not exceed $250,000,000, (iv) the amount of the swing
line commitment shall not exceed $150,000,000, (v) Letters of Credit outstanding
under the Other Revolving Credit Agreement on the date on which the amendment
described in this paragraph becomes effective shall become letters of credit
under this Agreement and (vi) no letters of credit outstanding under this
Agreement shall have an expiry date later than the Revolving Credit Termination
Date. The Issuing Lender and one or more of the Swing Line Lenders under the
Other Revolving Credit Agreement shall be the issuing lender and swing line
lenders under this Agreement, and the Revolving Credit Lenders shall acquire
participating interests in, and shall receive fees with respect to, letters of
credit and swing line loans under this Agreement under provisions substantially
equivalent to the applicable provisions set forth in the Other Revolving Credit
Agreement.

              (d) The Administrative Agent shall give prompt notice to each
Lender of any amendment effected pursuant to subsection 13.1(b) or (c).

              13.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or five days
after being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, or, in the case of delivery by a nationally recognized
overnight courier, when received, addressed as follows in the case of the
Borrowers and the Administrative Agent, and as set forth in Schedule I in the
case of the other parties hereto, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the Notes:


<PAGE>   85
                                                                              79


              The U.S. Borrower:               Lear Corporation
                                               21557 Telegraph Road
                                               Southfield, Michigan  48034
                                               Attention:  Cameron C. Hitchcock
                                               Telecopy:  (248) 447-1730

              The Foreign
              Subsidiary Borrowers:            Lear Corporation
                                               21557 Telegraph Road
                                               Southfield, Michigan  48034
                                               Attention:  Cameron C. Hitchcock
                                               Telecopy:   (248) 447-1730

              The Administrative Agent:        The Chase Manhattan Bank
                                               270 Park Avenue
                                               New York, New York  10017
                                               Attention:  Richard Duker
                                               Telecopy:   (212) 270-5127

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.3, 4.3, 5.2, 5.4 or 5.7 shall not be
effective until received.

              13.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any Borrower, the Administrative Agent, or
any Lender, any right, remedy, power or privilege hereunder or under the other
Loan Documents shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

              13.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in the other Loan Documents
(or in any amendment, modification or supplement hereto or thereto) and in any
certificate delivered pursuant hereto or such other Loan Documents shall survive
the execution and delivery of this Agreement and the Notes and the making of the
Loans hereunder.

              13.5 Payment of Expenses and Taxes. The U.S. Borrower agrees (a)
to pay or reimburse the Administrative Agent for all its reasonable
out-of-pocket costs and reasonable expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement, the Notes and the other Loan Documents and any
other documents prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of one U.S. counsel to
the Administrative Agent and such foreign counsel as the Administrative Agent
shall reasonably deem necessary, (b) to pay or reimburse each Lender and the
Administrative Agent for all its costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement, the Notes
and any such other documents, including, without limitation, fees and
disbursements of counsel to the Administrative Agent and the reasonable fees and
disbursements of counsel to the



<PAGE>   86
                                                                              80



several Lenders, and (c) to pay, indemnify, and hold each Lender and the
Administrative Agent and their respective directors, officers, employees and
agents harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, which may be payable or determined to be payable
in connection with the execution and delivery of, or consummation of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement, the Notes and
any such other documents, and (d) to pay, indemnify, and hold each Lender and
the Administrative Agent harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the Notes and the other Loan Documents, the use or proposed use by
the Borrowers of the proceeds of the Loans (all the foregoing, collectively, the
"indemnified liabilities"); provided that the U.S. Borrower shall have no
obligation hereunder to (i) the Administrative Agent with respect to indemnified
liabilities arising from the gross negligence or willful misconduct of the
Administrative Agent or (ii) any Lender with respect to indemnified liabilities
arising from the gross negligence or willful misconduct of such Lender, in each
case as finally determined by a court of competent jurisdiction. The agreements
in this subsection shall survive repayment of the Loans and all other amounts
payable hereunder.

              13.6 Successors and Assigns; Participations and Assignments. (a)
This Agreement shall be binding upon and inure to the benefit of the Borrowers,
the Lenders, the Administrative Agent, all future holders of the Loans and their
respective successors and assigns, except that no Borrower may assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of each Lender.

              (b) Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to one
or more banks or other entities ("Participants") participating interests in any
Loan owing to such Lender, any Commitment of such Lender or any other interest
of such Lender hereunder and under the other Loan Documents. In the event of any
such sale by a Lender of a participating interest to a Participant, such
Lender's obligations under this Agreement to the other parties to this Agreement
shall remain unchanged, such Lender shall remain solely responsible for the
performance thereof, such Lender shall remain the holder of any such Loan for
all purposes under this Agreement and the other Loan Documents, and the
Borrowers and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. At the time of
each sale of a participating interest, any Lender not organized under the laws
of the United States of America or a state thereof shall provide the U.S.
Borrower and the Administrative Agent with revised Forms required under Section
5.12 reflecting that portion of its Commitment and Loan which has been sold to
the Participant on an IRS Form W-8IMY. Any agreement pursuant to which any
Lender shall sell any such participating interest shall provide that such Lender
shall retain the sole right and responsibility to exercise such Lender's rights
and enforce the Borrowers' obligations hereunder, including the right to consent
to any amendment, supplement, modification or waiver described in clause (A) or
(B) of the proviso to the second sentence of subsection 13.1(a) without the
consent of the Participant. Each Borrower agrees that if amounts outstanding
under this Agreement are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant


<PAGE>   87
                                                                              81



shall be deemed to have the right of setoff in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
this Agreement; provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in subsection 13.7(a) as fully as if it were a
Lender hereunder. Each Borrower agrees that each Participant shall be entitled
to the benefits of subsections 5.10, 5.11, 5.12 and 13.6 with respect to its
participation in the Commitments and the Loans outstanding from time to time
hereunder as if it was a Lender; provided, that no Participant shall be entitled
to receive any greater amount pursuant to such subsections than the transferor
Lender would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

              (c) Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time and from
time to time assign to any Lender or any Affiliate thereof or, with the prior
written consent of the U.S. Borrower (such consent not to be unreasonably
withheld) and the Administrative Agent (such consent not to be unreasonably
withheld), to an additional bank or financial institution (an "Assignee") all or
any part of its rights and obligations under this Agreement and the other Loan
Documents including, without limitation, its Commitments and Loans, pursuant to
an Assignment and Acceptance, substantially in the form of Exhibit K, executed
by such Assignee, such assigning Lender (and, in the case of an Assignee that is
not then a Lender or an Affiliate thereof, by the U.S. Borrower and the
Administrative Agent) and delivered to the Administrative Agent for their
acceptance and recording in the Register; provided that (i) if any Lender
assigns a part of its rights and obligations in respect of its Revolving Credit
Loans and/or Revolving Credit Commitment under this Agreement to an Assignee,
such Lender shall assign proportionate interests in its Multicurrency Loans and
Multicurrency Commitments (provided, that, with the consent of the U.S. Borrower
and the Administrative Agent, a Lender may assign portions of its Revolving
Credit Commitment without assigning a proportionate share of its Multicurrency
Commitment if either (A) such proportionate share of such Multicurrency
Commitment shall be assumed by another Lender or (B) if the U.S. Borrower so
agrees, such proportionate share of such Multicurrency Commitment shall be
terminated), (ii) in the case of any such assignment to an additional bank or
financial institution, the aggregate amount of any Revolving Credit Commitment
(or, if the Revolving Credit Commitments have terminated or expired, the
aggregate principal amount of any Revolving Credit Loans) and Term Loans being
assigned shall not be less than $10,000,000 (or (i) if less, the then
outstanding amount of such Lender's Revolving Credit Commitment and Term Loans
or (iii) such lesser amount as may be agreed by the U.S. Borrower and the
Administrative Agent), and after giving effect to such assignment such assignor
Lender, if it retains any Revolving Credit Commitment or Term Loans, shall
retain a Revolving Credit Commitment and Term Loans aggregating at least
$10,000,000. Upon such execution, delivery, acceptance and recording, from and
after the closing date determined pursuant to such Assignment and Acceptance,
(I) the Assignee thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with Commitments, rights in respect of Loans as set forth therein, and
(II) the assigning Lender thereunder shall be released from its obligations
under this Agreement to the extent that such obligations shall have been
expressly assumed by the Assignee pursuant to such Assignment and Acceptance
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such assigning Lender shall cease to be a party hereto). Notwithstanding the



<PAGE>   88
                                                                              82



foregoing, no consent of the Borrower shall be required for any assignment
effected while an Event of Default under Section 11(i) is in existence.

              (d) The Administrative Agent, on behalf of the Borrowers, shall
maintain at their respective addresses referred to in subsection 13.2 a copy of
each Assignment and Acceptance delivered to it and a register (the "Register")
for the recordation of the names and addresses of the Lenders and the
Commitments of, and principal amounts of the Loans and Acceptances owing to,
each Lender from time to time. The entries in the Register shall constitute
prima facie evidence of the information recorded therein, and the Borrowers, the
Administrative Agent and the Lenders may (and, in the case of any Loan or other
obligation hereunder not evidenced by a Note, shall) treat each Person whose
name is recorded in the Register as the owner of a Loan or other obligation
hereunder as the owner thereof for all purposes of this Agreement and the other
Loan Documents, notwithstanding any notice to the contrary. Any assignment of
any Loan or other obligation hereunder not evidenced by a Note shall be
effective only upon appropriate entries with respect thereto being made in the
Register. The Register shall be available for inspection by the U.S. Borrowers
or any Lender at any reasonable time and from time to time upon reasonable prior
notice.

              (e) Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, executed by the Borrowers and the
Administrative Agent), together with payment to the Administrative Agent of a
registration and processing fee of $3,500, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the
Register and give prompt notice of such acceptance and recordation to the
Lenders and the Borrowers.

              (f) Each Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning such
Borrower and its Affiliates which has been delivered to such Lender by or on
behalf of such Borrower pursuant to this Agreement or which has been delivered
to such Lender by or on behalf of such Borrower in connection with such Lender's
credit evaluation of such Borrower and its Affiliates prior to becoming a party
to this Agreement; provided, that any such Transferee is advised of the
confidential nature of such information, if applicable, such Lender takes
reasonable steps, in accordance with customary practices, to ensure that any
such information is not used in violation of federal or state securities laws
and such Lender otherwise complies with subsection 13.21.

              (g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

              (h) If, pursuant to this subsection, any interest in this
Agreement or any Loan is transferred from a Lender to any Transferee which is
organized under the laws of any jurisdiction other than the United States or any
state thereof, the transferor Lender shall cause such Transferee, concurrently
with the effectiveness of such transfer, to agree (for the benefit of


<PAGE>   89
                                                                              83



the transferor Lender, the Administrative Agent and the U.S. Borrower) to
provide the transferor Lender (and, in the case of any Transferee registered in
the Register, the Administrative Agent and the U.S. Borrower) the tax forms and
other documents required to be delivered pursuant to subsection 5.12(b) or (c)
and to comply from time to time with all applicable U.S. laws and regulations
with regard to such withholding tax exemption.

              (i) If, pursuant to this subsection, any interest in this
Agreement or any Loan is transferred from a Lender (other than a Lender) to any
Transferee, the transferor Lender shall cause such Transferee, concurrently with
the effectiveness of such transfer, to agree (for the benefit of the transferor
Lender, the Administrative Agent and the Foreign Subsidiary Borrowers) to
provide the transferor Lender, the Administrative Agent and the Foreign
Subsidiary Borrowers the tax forms and other documents required to be delivered
pursuant to subsection 5.12(c) and (e) and to comply from time to time with all
applicable laws and regulations with regard to such withholding tax exemption.

              13.7 Adjustments; Set-Off. (a) If any Lender (a "Benefited
Lender") shall at any time receive any payment of all or part of its Loans then
due and owing to it from any Borrower, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in Section 11(i), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender's Loans
then due and owing to it from such Borrower, or interest thereon, such Benefited
Lender shall purchase for cash from the other Lenders a participating interest
in such portion of each such other Lender's Loans owing to it from such
Borrower, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
Benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
Benefited Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.

              (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to any Borrower,
any such notice being expressly waived by the Borrowers to the extent permitted
by applicable law, upon any amount becoming due and payable hereunder (whether
at the stated maturity thereof, by acceleration or otherwise) to set-off and
appropriate and apply against such amount any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch, agency or Affiliate thereof to or for the
credit or the account of such Borrower. Each Lender agrees promptly to notify
the Borrowers and the Administrative Agent after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

              13.8 Loan Conversion/Participations. (a) (i) On any Conversion
Date, to the extent not otherwise prohibited by a Requirement of Law or
otherwise, all Loans outstanding in any currency other than U.S. Dollars ("Loans
to be Converted") shall be converted into U.S. Dollars (calculated on the basis
of the relevant Exchange Rates as of the Business Day immediately preceding the
Conversion Date) ("Converted Loans"), and (ii) on the Conversion


<PAGE>   90
                                                                              84



Date (with respect to Loans described in the foregoing clause (i)) (A) each
Lender severally, unconditionally and irrevocably agrees that it shall purchase
in U.S. Dollars a participating interest in such Converted Loans in an amount
equal to its Conversion Sharing Percentage of the outstanding principal amount
of the Converted Loans, and (B) to the extent necessary to cause the Revolving
Outstandings Percentage of each Lender, after giving effect to the purchase and
sale of participating interests under the foregoing clause (ii), to equal its
Revolving Credit Commitment Percentage (calculated immediately prior to the
termination or expiration of the Revolving Credit Commitments), each Lender
severally, unconditionally and irrevocably agrees that it shall purchase or sell
a participating interest in Revolving Credit Loans then outstanding. Each Lender
will immediately transfer to the Administrative Agent, in immediately available
funds, the amounts of its participation(s), and the proceeds of such
participation(s) shall be distributed by the Administrative Agent to each Lender
from which a participating interest is being purchased in the amount(s) provided
for in the preceding sentence. All Converted Loans shall bear interest at the
rate which would otherwise be applicable to ABR Loans.

              (b) If, for any reason, the Loans to be Converted may not be
converted into U.S. Dollars in the manner contemplated by paragraph (a) of this
subsection 13.8, (i) the Administrative Agent shall determine the U.S. Dollar
Equivalent of the Loans to be Converted (calculated on the basis of the Exchange
Rate as of the Business Day immediately preceding the date on which such
conversion would otherwise occur pursuant to paragraph (a) of this subsection
13.8), (ii) effective on such Conversion Date, each Lender severally,
unconditionally and irrevocably agrees that it shall purchase in U.S. Dollars a
participating interest in such Loans to be Converted in an amount equal to its
Conversion Sharing Percentage of such Loans to be Converted and (iii) each
Lender shall purchase or sell participating interests as provided in paragraph
(a)(ii) of this subsection 13.8. Each Lender will immediately transfer to the
Administrative Agent, in immediately available funds, the amount(s) of its
participation(s), and the proceeds of such participation(s) shall be distributed
by the Administrative Agent to each relevant Lender in the amount(s) provided
for in the preceding sentence.

              (c) To the extent any Taxes are required to be withheld from any
amounts payable by a Lender (the "First Lender") to another Lender (the "Other
Lender") in connection with its participating interest in any Converted Loan,
each Borrower, with respect to the relevant Loans made to it, shall be required
to pay increased amounts to the Other Lender receiving such payments from the
First Lender to the same extent they would be required under subsection 5.12 if
such Borrower were making payments with respect to the participating interest
directly to the Other Lender.

              (d) To the extent not prohibited by any Requirement of Law or
otherwise, at any time after the actions contemplated by paragraphs (a) or (b)
of this subsection 13.8 have been taken, upon the notice of any Lender to the
Borrowers the following shall occur: (i) the U.S. Borrower (through the
guarantee contained in Section 10) shall automatically be deemed to have assumed
the Converted Loans in which such Lender holds a participation, (ii) any Loans
outstanding in any currency other than U.S. Dollars shall be converted into U.S.
Dollars on the dates of such assumption (calculated on the basis of the Exchange
Rate on the Business Day immediately preceding such date of assumption) and such
Loans shall bear interest at the rate which would otherwise be applicable to ABR
Loans and (iii) such Loans shall be assigned by the relevant Lender holding such
Loans or obligations to the Lender who gave the notice requesting such
assumption by the U.S. Borrower.


<PAGE>   91
                                                                              85


              13.9 Intercreditor Agreement. The Administrative Agent is hereby
authorized to enter into the Intercreditor Agreement.

              13.10 Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this Agreement signed by all the parties shall be delivered to the
Borrowers and the Administrative Agent.

              13.11 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

              13.12 Integration. This Agreement and the other Loan Documents
represent the agreement of the Borrowers, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Borrowers, the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.

              13.13 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

              13.14 Submission to Jurisdiction; Waivers. (a) Each Borrower
hereby irrevocably and unconditionally:

              (i) submits for itself and its property in any legal action or
       proceeding relating to this Agreement or any other Loan Document to which
       it is a party, or for recognition and enforcement of any judgment in
       respect thereof, to the non-exclusive general jurisdiction of the courts
       of the State of New York, the courts of the United States of America for
       the Southern District of New York, and appellate courts from any thereof;

              (ii) consents that any such action or proceeding may be brought in
       such courts and waives any objection that it may now or hereafter have to
       the venue of any such action or proceeding in any such court or that such
       action or proceeding was brought in an inconvenient court and agrees not
       to plead or claim the same;

              (iii) agrees that service of process in any such action or
       proceeding may be effected by mailing a copy thereof by registered or
       certified mail (or any substantially similar form of mail), postage
       prepaid, to such Borrower at its address set forth in subsection 13.2 or
       at such other address of which the Administrative Agent shall have been
       notified pursuant thereto; and

              (iv) agrees that nothing herein shall affect the right to effect
       service of process in any other manner permitted by law or shall limit
       the right to sue in any other jurisdiction.


<PAGE>   92
                                                                              86


              (b) Each Foreign Subsidiary Borrower hereby irrevocably appoints
the U.S. Borrower as its agent for service of process in any proceeding referred
to in subsection 13.13(a) and agrees that service of process in any such
proceeding may be made by mailing or delivering a copy thereof to it care of
U.S. Borrower at its address for notice set forth in subsection 13.2.

              13.15 Acknowledgments. Each Borrower hereby acknowledges that:

              (a) it has been advised by counsel in the negotiation, execution
       and delivery of this Agreement and the other Loan Documents;

              (b) none of the Administrative Agent or any Lender has any
       fiduciary relationship with or duty to such Borrower arising out of or in
       connection with this Agreement or any of the other Loan Documents, and
       the relationship between the Administrative Agent and the Lenders, on the
       one hand, and the U.S. Borrower, on the other hand, in connection
       herewith or therewith is solely that of debtor and creditor; and

              (c) no joint venture is created hereby or by the other Loan
       Documents or otherwise exists by virtue of the transactions contemplated
       hereby among the Lenders or among the Borrowers and the Lenders.

              13.16 WAIVERS OF JURY TRIAL. EACH OF THE BORROWERS, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

              13.17 Power of Attorney. Each Foreign Subsidiary Borrower hereby
grants to U.S. Borrower an irrevocable power of attorney to act as its
attorney-in-fact with regard to matters relating to this Agreement and each
other Loan Document, including, without limitation, execution and delivery of
any amendments, supplements, waivers or other modifications hereto or thereto,
receipt of any notices hereunder or thereunder and receipt of service of process
in connection herewith or therewith. Each Foreign Subsidiary Borrower hereby
explicitly acknowledges that the Administrative Agent and each Lender have
executed and delivered this Agreement and each other Loan Document to which it
is a party, and has performed its obligations under this Agreement and each
other Loan Document to which it is a party, in reliance upon the irrevocable
grant of such power of attorney pursuant to this subsection. The power of
attorney granted by each Foreign Subsidiary Borrower hereunder is coupled with
an interest.

              13.18 [Reserved].

              13.19 Release of Collateral and Guarantees. (a) The Lenders hereby
agree with the U.S. Borrower, and hereby instruct the Administrative Agent, that
if (i) the U.S. Borrower attains Investment Grade Status, (ii) the
Administrative Agent has no actual knowledge of the existence of a Default,
(iii) the U.S. Borrower shall have delivered a certificate of a Responsible
Officer stating that such Responsible Officer has obtained no knowledge of any
Default or Event of Default, and (iv) all Bond Guarantees, all guarantees by any
Domestic Subsidiary of Public Indebtedness and all guarantees pursuant to which
the Intercreditor Agreement and any intercreditor agreement entered into
pursuant to subsection 12.12 relates, shall have been



<PAGE>   93
                                                                              87


released or shall be released concurrently with the requested release of the
Subsidiary Guarantee, the Administrative Agent shall, at the request and expense
of the U.S. Borrower, take such actions as shall be reasonably requested by the
U.S. Borrower to release its security interest in all collateral held by it
pursuant to the Security Documents and to release all Subsidiary Guarantors from
their obligations under the Subsidiary Guarantee. In such event, the provisions
of subsection 8.10 shall be deemed terminated and of no further force or effect.

              (b) [Reserved.]

              (c) The Lenders hereby agree with the U.S. Borrower, and hereby
instruct the Administrative Agent, that if the U.S. Borrower shall have
delivered to the Administrative Agent written notice that it proposes to sell or
otherwise dispose of any Subsidiary whose stock is pledged pursuant to a Pledge
Agreement or which is a Subsidiary Guarantor, and such disposition is permitted
by this Agreement, the Administrative Agent shall, at the request and expense of
the U.S. Borrower, take such actions as shall be reasonably requested by the
U.S. Borrower to release its security interest in the stock of such Subsidiary
and to release such Subsidiary Guarantor from its obligations under the
Subsidiary Guarantee; provided, that such Subsidiary shall have been, or shall
simultaneously be, released from all Bond Guarantees , all guarantees by any
Subsidiary of Public Indebtedness and all guarantees pursuant to which the
Intercreditor Agreement and any intercreditor agreement entered into pursuant to
subsection 12.12 relates.

              13.20 Judgment. (a) If for the purpose of obtaining judgment in
any court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the first currency with such other currency in the city in which it
normally conducts its foreign exchange operation for the first currency on the
Business Day preceding the day on which final judgment is given.

              (b) The obligation of each Borrower in respect of any sum due from
it to any Lender hereunder shall, notwithstanding any judgment in a currency
(the "Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "Agreement
Currency"), be discharged only to the extent that on the Business Day following
receipt by such Lender of any sum adjudged to be so due in the Judgment Currency
such Lender may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency; if the amount of Agreement
Currency so purchased is less than the sum originally due to such Lender in the
Agreement Currency, such Borrower agrees notwithstanding any such judgment to
indemnify such Lender against such loss, and if the amount of the Agreement
Currency so purchased exceeds the sum originally due to any Lender, such Lender
agrees to remit to such Borrower such excess.

              13.21 Confidentiality. Each Lender agrees to take normal and
reasonable precautions to maintain the confidentiality of information designated
in writing as confidential and provided to it by the U.S. Borrower or any
Subsidiary in connection with this Agreement; provided, however, that any Lender
may disclose such information (a) at the request of any bank regulatory
authority or in connection with an examination of such Lender by any such
authority, (b) pursuant to subpoena or other court process, (c) when required to
do so in accordance with


<PAGE>   94
                                                                              88



the provisions of any applicable law, (d) at the discretion of any other
Governmental Authority, (e) to such Lender's Affiliates, independent auditors
and other professional advisors or (f) to any Transferee or potential
Transferee; provided that such Transferee agrees to comply with the provisions
of this subsection 13.21.

              13.22 Effect of Amendment and Restatement of the Existing Credit
Agreement. On the Closing Date, the Existing Credit Agreement shall be amended,
restated and superseded in its entirety. The parties hereto acknowledge and
agree that (a) this Agreement and the other Loan Documents, whether executed and
delivered in connection herewith or otherwise, do not constitute a novation,
payment and reborrowing, or termination of the "Obligations" (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement as in effect
prior to the Closing Date, (b) such "Obligations" are in all respects continuing
(as amended and restated hereby) with only the terms thereof being modified as
provided in this Agreement; and (c) upon the effectiveness of this Agreement all
Loans of Lenders outstanding under the Existing Credit Agreement immediately
before the effectiveness of this Agreement will be converted into Loans of such
Lenders hereunder on the terms and conditions set forth in this Agreement.

              13.23 Conflicts. In the event that there exists a conflict between
provisions in this Agreement and provisions in any other Loan Document, the
provisions of this Agreement shall control.

<PAGE>   95
                                                                              89


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


                                        LEAR CORPORATION


                                        By: /s/ Cameron C. Hitchcock
                                           -------------------------
                                             Name:
                                             Title: Vice President and Treasurer

                                        LEAR CORPORATION SWEDEN AB


                                        By: /s/ Paul Jefferson
                                           -------------------
                                              Name:
                                              Title: Director

                                        LEAR CORPORATION FRANCE SARL


                                        By: /s/ Paul Jefferson
                                           -------------------
                                              Name:
                                              Title: Director

                                        LEAR CORPORATION ITALIA S.P.A.


                                        By: /s/ Paul Jefferson
                                           -------------------
                                              Name:
                                              Title: Director

                                        LEAR CORPORATION GMBH & CO. KG


                                        By: /s/ Paul Jefferson
                                           --------------------
                                              Name:
                                              Title:

                                        LEAR CORPORATION BETEILIGUNGS GMBH


                                        By: /s/ Paul Jefferson
                                           -------------------
                                              Name:
                                              Title: Director


                                        THE CHASE MANHATTAN BANK, as
                                        Administrative Agent and as a Lender

                                        By: /s/ Richard W. Duker
                                            --------------------
                                             Name:
                                             Title: Vice President


                                        BANCA DI ROMA - CHICAGO BRANCH


                                        By: /s/ James W. Semonchik
                                           -----------------------
                                             Name:
                                             Title: Vice President

                                        By: /s/ Enrico W. SemonChik
                                           ------------------------
                                             Name:
                                             Title: Senior Vice President &
                                                    Branch Manager


                                        BANCA NAZIONALE DEL LAVORO S.P.A.
                                        NEW YORK BRANCH


                                        By: /s/ Giulio Giovine
                                           -------------------
                                             Name:
                                             Title: Vice President


                                        By: /s/ Leonardo Valentini
                                           -----------------------
                                             Name:
                                             Title: First Vice President
<PAGE>   96

                                                                              90


                                        BANK AUSTRIA CREDITANSTALT CORPORATE
                                        FINANCE, INC.


                                        By: /s/ Christine A. Renard
                                           ------------------------
                                             Name:
                                             Title: Vice President


                                        By: /s/ W. Scott Harwood
                                           ---------------------
                                              Name:
                                              Title: Vice President


                                        BANK ONE, MICHIGAN


                                        By: /s/ Paul E. Flynn
                                           ------------------
                                             Name:
                                             Title: First Vice President


                                        BANK OF AMERICA N.A.


                                        By: /s/ Steve Ahrenholz
                                           --------------------
                                             Name:
                                             Title: Principal


                                        BANK OF MONTREAL


                                        By: /s/ Michael P. Joyce
                                           ---------------------
                                             Name:
                                             Title: Managing Director


                                        THE BANK OF NEW YORK


                                        By: /s/ Edward J. Dougherty III
                                           ----------------------------
                                             Name:
                                             Title: Vice President


                                        THE BANK OF NOVA SCOTIA


                                        By: /s/ F.C.H. Ashby
                                           -----------------
                                             Name:
                                             Title: Senior Manager Loan
                                                    Operations


                                        THE BANK OF TOKYO-MITSUBISHI TRUST
                                        COMPANY


                                        By: /s/ Friedrich N. Wilms
                                           -----------------------
                                             Name:
                                             Title: Global Relationship Manager


<PAGE>   97
                                                                              91


                                        BANKERS TRUST COMPANY


                                        By: /s/ Robert T. Telesca
                                           ----------------------
                                             Name:
                                             Title: Assistant Vice President



                                        BAYERISCHE HYPO-UND VEREINSBANK AG,
                                        NEW YORK BRANCH


                                        By: /s/ Christine A. Renard
                                           ------------------------
                                             Name:
                                             Title: Associate Director


                                        By: /s/ W. Scott Harwood
                                           ---------------------
                                             Name:
                                             Title: Associate Director


                                        CHANG HWA COMMERCIAL BANK, LTD.,
                                        NEW YORK BRANCH


                                        By: /s/ Wan-Tu Yeh
                                           ---------------
                                             Name:
                                             Title: SVP & General Manager


                                        CHEVY CHASE BANK FSB


                                        By: /s/ Dory Halati
                                           ----------------
                                        Name:
                                        Title: Vice President



                                        CITICORP USA, INC.


                                        By: /s/ Richard Marshall
                                           ---------------------
                                             Name:
                                             Title: Managing Director



                                        COMERICA BANK


                                        By: /s/ Michael T. Shea
                                           --------------------
                                             Name:
                                             Title: Vice President



                                        CREDIT SUISSE FIRST BOSTON


                                        By: /s/ Kristin Lepri
                                           ------------------
                                             Name:
                                             Title: Associate

                                        By: /s/ Bill O'Daly
                                           ----------------
                                             Name:
                                             Title: Vice President


                                        ERSTE BANK DER OESTERREICHISCHEN
                                        SPARKASSEN


                                        By: /s/ Brandon A. Meyerson
                                           ------------------------
                                             Name:
                                             Title: Vice President

                                        By: /s/ Paul Judicke
                                           -----------------
                                             Name:
                                             Title: Vice President
<PAGE>   98
                                                                              92


                                        FIRST MERIT BANK, N.A.


                                        By: /s/ Edward D. Yannayon
                                           -----------------------
                                             Name:
                                             Title: Vice President



                                        FLEET NATIONAL BANK


                                        By: /s/ Jack M. Harcourt
                                           ---------------------
                                             Name:
                                             Title: Managing Director



                                        THE FUJI BANK, LIMITED


                                        By: /s/ Peter L. Chinnici
                                           ----------------------
                                             Name:
                                             Title: Senior Vice President &
                                                    Group Head


                                        THE INDUSTRIAL BANK OF JAPAN LIMITED


                                        By: /s/ Walter Wolff
                                           -----------------
                                             Name:
                                             Title: Joint General Manager



                                        KBC BANK N.V.


                                        By: /s/ Robert Snauffer
                                           --------------------
                                             Name:
                                             Title: First Vice President


                                        By: /s/ William Cavanaugh
                                           ----------------------
                                             Name:
                                             Title: Vice President



                                        LANDESBANK SCHLESWIG-HOLSTEIN GIROZ


                                        By: /s/ Dr. Rainer Lemor
                                           ---------------------
                                             Name:
                                             Title: Executive Vice President


                                        By: /s/ Dr. Nikolai Ulrich
                                           -----------------------
                                             Name:
                                             Title: Assistant Vice President


                                        MERITA BANK PLC, NEW YORK BRANCH


                                        By: /s/ Thomas P. Hickey
                                           ---------------------
                                             Name:
                                             Title: Vice President

                                        By: /s/ Charles J. Lansdown
                                            -----------------------
                                             Name: Senior Vice President
                                              Title:



<PAGE>   99
                                                                              93


                                        BNP PARIBAS


                                        By: /s/ Ann B. McAloon
                                           -------------------
                                             Name:
                                             Title: Vice President


                                        By: /s/ Richard L. Sted
                                           --------------------
                                             Name:
                                             Title: Central Region Manager


                                        THE ROYAL BANK OF SCOTLAND PLC


                                        By: /s/ Jayne Seaford
                                           ------------------
                                             Name:
                                             Title: Vice President


                                        SCOTIABANC INC.


                                        By: /s/ William E. Zarret
                                           ----------------------
                                             Name:
                                             Title: Managing Director


                                        SKANDINAVISKA ENSKILDA BANKEN


                                        By: /s/ Sven Bjorkman
                                           ------------------
                                             Name:

                                        By: /s/ Bengt Smith
                                           ----------------
                                              Name:


                                        SOCIETE GENERALE


                                        By: /s/ Anne-Marie Dumortier
                                           -------------------------
                                             Name:
                                             Title: Vice President


                                        SUNTRUST BANK


                                        By: /s/ William C. Humphries
                                           -------------------------
                                             Name:
                                             Title: Director


                                        TORONTO DOMINION (TEXAS), INC.


                                        By: /s/ Debbie A. Greene
                                           ---------------------
                                             Name:
                                             Title: Vice President


                                        WACHOVIA BANK


                                        By: /s/ Alex Idichandy
                                           -------------------
                                             Name:
                                             Title: Vice President