<PAGE>   1
                                                                   EXHIBIT 10.34



                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999


                                      among


                       AMERICAN NATIONAL CAN GROUP, INC.,
                                 as the Company,


                            the SUBSIDIARY BORROWERS,


                       THE INSTITUTIONS FROM TIME TO TIME
                           PARTIES HERETO AS LENDERS,


                       THE FIRST NATIONAL BANK OF CHICAGO,
                            as Administrative Agent,


                            THE CHASE MANHATTAN BANK,
                              as Syndication Agent,


                               ABN AMRO BANK N.V.,
                     as Co-Documentation Agent and Arranger,


                              ROYAL BANK OF CANADA,
                     as Co-Documentation Agent and Arranger,


                           BANQUE NATIONALE DE PARIS,
                                  as Arranger,

                                       and
CHASE SECURITIES INC.,                           BANC ONE CAPITAL MARKETS, INC.,
as Lead Arranger and                             as Lead Arranger and Joint
Joint Book Manager                               Book Manager




<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

SECTION                                                                                                 PAGE
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<S>                                                                                                     <C>
ARTICLE I:  DEFINITIONS..................................................................................-1-
         1.1  Certain Defined Terms......................................................................-1-
         1.2  References................................................................................-29-
         1.3  Supplemental Disclosure...................................................................-29-
         1.4. Rounding and Other Consequential Changes..................................................-29-

ARTICLE II:  REVOLVING LOAN FACILITIES..................................................................-30-
         2.1. Competitive Bid Advances..................................................................-30-
                  (A)  Competitive Bid Option...........................................................-30-
                  (B)  Competitive Bid Quote Request....................................................-30-
                  (C)  Invitation for Competitive Bid Quotes............................................-30-
                  (D)  Submission and Contents of Competitive Bid Quotes................................-31-
                  (E)  Notice to Company................................................................-32-
                  (F)  Acceptance and Notice by Company.................................................-32-
                  (G)  Allocation by Administrative Agent...............................................-33-
                  (H)  Administration Fee...............................................................-33-
         2.2  Revolving Loans...........................................................................-33-
         2.3  Swing Line Loans..........................................................................-34-
         2.4  Rate Options for all Advances; Maximum Interest Periods...................................-36-
         2.5  Optional Payments; Mandatory Prepayments..................................................-36-
                  (A)  Optional Payments................................................................-36-
                  (B)  Mandatory Prepayments of Revolving Loans.........................................-36-
         2.6  Changes in Commitments....................................................................-37-
         2.7  Method of Borrowing.......................................................................-39-
         2.8  Method of Selecting Types and Interest Periods for Advances...............................-40-
         2.9  Minimum Amount of Each Advance............................................................-40-
         2.10  Method of Selecting Types and Interest Periods for Conversion and Continuation of
                  Advances..............................................................................-41-
                  (A)  Right to Convert.................................................................-41-
                  (B)  Automatic Conversion and Continuation............................................-41-
                  (C)  No Conversion Post-Default or Post-Unmatured Default.............................-41-
                  (D)  Borrowing/Conversion/Continuation Notice.........................................-41-
         2.11  Default Rate.............................................................................-41-
         2.12  Method of Payment........................................................................-42-
         2.13  Evidence of Debt.........................................................................-43-
         2.14  Telephonic Notices.......................................................................-43-
         2.15  Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis;
                  Taxes; Loan and Control Accounts......................................................-44-
                  (A)  Promise to Pay...................................................................-44-
                  (B)  Interest Payment Dates...........................................................-44-
                  (C)  Fees.............................................................................-44-
                  (D)  Interest and Fee Basis; Applicable Floating Rate Margin, Applicable
                           Eurocurrency Margin and Applicable Facility Fee Percentage...................-45-
                  (E)  Taxes............................................................................-47-
</TABLE>


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<TABLE>
<CAPTION>


SECTION                                                                                                 PAGE
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<S>                                                                                                     <C>
         2.16  Notification of Advances, Interest Rates, Prepayments and Aggregate Revolving
                  Loan Commitment Reductions............................................................-51-
         2.17  Lending Installations....................................................................-51-
         2.18  Non-Receipt of Funds by the Administrative Agent.........................................-51-
         2.19  Termination Date; Extension of Termination Date; Conversion to Term Loan.................-51-
                  (A)  Termination Date.................................................................-51-
                  (B)  Extension of Termination Date....................................................-51-
                  (C)  Conversion to Term Loan..........................................................-52-
         2.20  Replacement of Certain Lenders...........................................................-52-
         2.21  [Reserved]...............................................................................-53-
         2.22  Judgment Currency. ......................................................................-53-
         2.23  Market Disruption; Denomination of Amounts in Dollars; Dollar Equivalent of
                  Reimbursement Obligations.............................................................-54-
         2.24. Subsidiary Borrowers.  ..................................................................-54-

ARTICLE III: [RESERVED].................................................................................-55-

ARTICLE IV:  CHANGE IN CIRCUMSTANCES....................................................................-55-
         4.1  Yield Protection..........................................................................-55-
         4.2  Changes in Capital Adequacy Regulations...................................................-56-
         4.3  Availability of Types of Advances.........................................................-56-
         4.4  Funding Indemnification...................................................................-56-
         4.5  Lender Statements; Survival of Indemnity..................................................-57-

ARTICLE V:  CONDITIONS PRECEDENT........................................................................-57-
         5.1  Initial Advances..........................................................................-57-
         5.2. Initial Advance to Each New Subsidiary Borrower...........................................-59-
         5.3  Each Advance, Each Conversion or Continuation of an Advance...............................-60-

ARTICLE VI:  REPRESENTATIONS AND WARRANTIES.............................................................-60-
         6.1. Organization; Corporate Powers............................................................-61-
         6.2. Authorization and Validity................................................................-61-
         6.3. No Conflict; Government Consent...........................................................-61-
         6.4. Financial Statements......................................................................-61-
         6.5. Material Adverse Change...................................................................-62-
         6.6. Taxes.....................................................................................-62-
         6.7. Litigation and Contingent Obligations.....................................................-62-
         6.8. Subsidiaries..............................................................................-62-
         6.9. ERISA.....................................................................................-62-
         6.10. Accuracy of Information..................................................................-63-
</TABLE>


                                      -iii-


<PAGE>   4

<TABLE>
<CAPTION>


SECTION                                                                                                   PAGE
-------                                                                                                   ----
<S>                                                                                                       <C>
         6.11. Regulation U...............................................................................-63-
         6.12. Material Agreements........................................................................-63-
         6.13. Compliance With Laws.......................................................................-63-
         6.14. Ownership of Properties....................................................................-63-
         6.15  Statutory Indebtedness Restrictions........................................................-63-
         6.16. Environmental Matters......................................................................-64-
         6.17  Insurance..................................................................................-64-
         6.18  Labor Matters..............................................................................-65-
         6.19  Solvency...................................................................................-65-
         6.20  Year 2000 Issues...........................................................................-65-
         6.21  Representations and Warranties of each Subsidiary Borrower.................................-65-
         6.22  Indebtedness of the Company................................................................-67-
         6.23  Foreign Employee Benefit Matters...........................................................-67-

ARTICLE VII:  COVENANTS...................................................................................-67-
         7.1  Reporting...................................................................................-67-
                  (A)  Financial Reporting................................................................-67-
                  (B)  Notice of Default..................................................................-68-
                  (C)  Lawsuits...........................................................................-68-
                  (D)  ERISA Notices......................................................................-69-
                  (E)  Labor Matters......................................................................-71-
                  (F)  Other Indebtedness.................................................................-71-
                  (G)  Other Reports......................................................................-71-
                  (H)  Environmental Notices..............................................................-71-
                  (I)  Other Information..................................................................-71-
         7.2  Affirmative Covenants.......................................................................-72-
                  (A)  Corporate Existence, Etc...........................................................-72-
                  (B)  Corporate Powers; Conduct of Business..............................................-72-
                  (C)  Compliance with Laws, Etc..........................................................-72-
                  (D)  Payment of Taxes and Claims; Tax Consolidation.....................................-72-
                  (E)  Insurance..........................................................................-72-
                  (F)  Inspection of Property; Books and Records; Discussions............................-73-
                  (G)  ERISA Compliance...................................................................-73-
                  (H)  Maintenance of Property............................................................-73-
                  (I)  Environmental Compliance...........................................................-73-
                  (J)  Use of Proceeds....................................................................-73-
                  (K)  Subsidiary Guarantees; Subsidiary Subordination Agreement..........................-74-
                  (L)  Year 2000 Issues...................................................................-74-
                  (M)  Foreign Employee Benefit Compliance................................................-74-
         7.3  Negative Covenants..........................................................................-75-
                  (A)  Sale of Receivables................................................................-75-
                  (B)  Sales of Assets....................................................................-75-
                  (C)  Liens..............................................................................-76-
</TABLE>

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<TABLE>
<CAPTION>


SECTION                                                                                                 PAGE
-------                                                                                                 ----
<S>                                                                                                     <C>
                  (D)  Subsidiary Indebtedness..........................................................-77-
                  (E)  Contingent Obligations...........................................................-77-
                  (F)  Restricted Payments..............................................................-78-
                  (G)  Conduct of Business; Subsidiaries; Acquisitions..................................-78-
                  (H)  Transactions with Shareholders and Affiliates....................................-79-
                  (I)  Restriction on Fundamental Changes...............................................-79-
                  (J)  Sales and Leasebacks.............................................................-80-
                  (K)  Margin Regulations...............................................................-80-
                  (L)  ERISA............................................................................-80-
                  (M)  Corporate Documents..............................................................-81-
                  (N)  Fiscal Year......................................................................-81-
                  (O)  Subsidiary Covenants.............................................................-81-
                  (P)  Hedging Obligations..............................................................-81-
                  (Q)  Maximum Net Rentals Obligations..................................................-82-
         7.4  Financial Covenants.......................................................................-82-
                  (A)  Minimum Interest Coverage Ratio..................................................-82-
                  (B)  Maximum Total Net Indebtedness to Capital Ratio..................................-83-
                  (C)  Minimum Consolidated Net Worth...................................................-83-

ARTICLE VIII:  DEFAULTS.................................................................................-83-
         8.1  Defaults..................................................................................-83-

ARTICLE IX:  ACCELERATION, DEFAULTING LENDERS; WAIVERS,
         AMENDMENTS AND REMEDIES........................................................................-86-
         9.1  Termination of Revolving Loan Commitments; Acceleration...................................-86-
         9.2  Defaulting Lender.........................................................................-86-
         9.3  Amendments................................................................................-88-
         9.4  Preservation of Rights....................................................................-89-

ARTICLE X:  GUARANTY....................................................................................-89-
         10.1.    Guaranty..............................................................................-89-
         10.2.    Waivers; Subordination of Subrogation.................................................-89-
         10.3.    Guaranty Absolute.....................................................................-90-
         10.4.    Acceleration..........................................................................-91-
         10.5.    Marshaling; Reinstatement.............................................................-91-
         10.6.    Termination Date......................................................................-91-

ARTICLE XI:  GENERAL PROVISIONS.........................................................................-92-
         11.1  Survival of Representations..............................................................-92-
         11.2  Governmental Regulation..................................................................-92-
         11.3  Performance of Obligations...............................................................-92-
         11.4  Headings.................................................................................-92-
         11.5  Entire Agreement.........................................................................-93-
</TABLE>


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<TABLE>
<CAPTION>


SECTION                                                                                                   PAGE
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<S>                                                                                                    <C>
         11.6  Several Obligations; Benefits of this Agreement..........................................-93-
         11.7  Expenses; Indemnification................................................................-93-
                  (A)  Expenses.........................................................................-93-
                  (B)  Indemnity........................................................................-93-
                  (C)  Waiver of Certain Claims.........................................................-94-
                  (D)  Survival of Agreements...........................................................-94-
         11.8  Numbers of Documents.....................................................................-94-
         11.9  Accounting...............................................................................-94-
         11.10  Severability of Provisions..............................................................-95-
         11.11  Nonliability of Lenders.................................................................-95-
         11.12  GOVERNING LAW...........................................................................-95-
         11.13  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.................................-95-
                  (A)  EXCLUSIVE JURISDICTION...........................................................-95-
                  (B)  OTHER JURISDICTIONS..............................................................-95-
                  (C)  VENUE............................................................................-96-
                  (D)  WAIVER OF JURY TRIAL.............................................................-96-
         11.14  Other Transactions......................................................................-96-

ARTICLE XII:  THE ADMINISTRATIVE AGENT..................................................................-97-
         12.1  Appointment; Nature of Relationship......................................................-97-
         12.2  Powers...................................................................................-97-
         12.3  General Immunity.........................................................................-98-
         12.4  No Responsibility for Loans, Creditworthiness, Recitals, Etc.............................-98-
         12.5  Action on Instructions of Lenders........................................................-98-
         12.6  Employment of Agents and Counsel.........................................................-98-
         12.7  Reliance on Documents; Counsel...........................................................-98-
         12.8  The Administrative Agent's Reimbursement and Indemnification.............................-99-
         12.9  Rights as a Lender.......................................................................-99-
         12.10  Lender Credit Decision..................................................................-99-
         12.11  Successor Administrative Agent..........................................................-99-
         12.12. No Duties Imposed Upon Syndication Agent, Co-Documentation Agents, Lead
                  Arrangers or Arrangers...............................................................-100-

ARTICLE XIII:  SETOFF; RATABLE PAYMENTS................................................................-100-
         13.1  Setoff..................................................................................-100-
         13.2  Ratable Payments........................................................................-100-
         13.3  Application of Payments.................................................................-101-
         13.4  Relations Among Lenders.................................................................-102-

ARTICLE XIV:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS........................................-102-
         14.1  Successors and Assigns..................................................................-102-
         14.2  Participations..........................................................................-102-
</TABLE>

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<TABLE>
<CAPTION>


SECTION                                                                                                PAGE
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<S>                                                                                                    <C>
                  (A)  Permitted Participants; Effect..................................................-102-
                  (B)  Voting Rights...................................................................-103-
         14.3  Assignments.............................................................................-103-
                  (A)  Permitted Assignments...........................................................-103-
                  (B)  Effect; Effective Date..........................................................-104-
                  (C)  The Register....................................................................-105-
         14.4  Confidentiality.........................................................................-105-
         14.5  Dissemination of Information............................................................-106-

ARTICLE XV:  NOTICES...................................................................................-106-
         15.1  Giving Notice...........................................................................-106-
         15.2  Change of Address.......................................................................-106-

ARTICLE XVI:  COUNTERPARTS.............................................................................-106-
</TABLE>


                                      -vii-

<PAGE>   8


                             EXHIBITS AND SCHEDULES


                                    EXHIBITS


EXHIBIT A        --       Revolving Loan Commitments
                          (Definitions)

EXHIBIT A-1      --       Eurocurrency Payment Offices

EXHIBIT B        --       Form of Borrowing/Conversion/Continuation Notice
                          (Section 2.3 and Section 2.8 and Section 2.10)

EXHIBIT C        --       [Reserved]

EXHIBIT D        --       Form of Assignment and Acceptance Agreement
                          (Sections 2.20 and 14.3)

EXHIBIT E        --       Form of Company's US Counsel's Opinion and Form of
                          Company's Foreign Counsel's Opinion (Section 5.1)

EXHIBIT F        --       List of Closing Documents
                          (Section 5.1)

EXHIBIT G        --       Form of Officer's Certificate
                          (Sections 5.3 and 7.1(A)(iii))

EXHIBIT H        --       Form of Compliance Certificate
                          (Sections 5.3 and 7.1(A)(iii)

EXHIBIT I-1      --       Form of Guaranty
                          (Definitions)

EXHIBIT I-2      --       Form of Subordination Agreement
                          (Definitions)

EXHIBIT J        --       [Reserved]

EXHIBIT K-1      --       Form of Revolving Loan Note (If Requested)

EXHIBIT K-2      --       Form of Competitive Bid Note (If Requested)


                                     -viii-

<PAGE>   9


EXHIBIT L        --       Form of Competitive Bid Quote Request

EXHIBIT M        --       Form of Invitation for Competitive Bid Quotes

EXHIBIT N        --       Form of Competitive Bid Quote

EXHIBIT O        --       Form of Assumption Letter

EXHIBIT P        --       Form of Commitment and Acceptance




                                      -ix-

<PAGE>   10



                                    SCHEDULES


Schedule 1.1.1   --      Permitted Existing Contingent Obligations (Definitions)

Schedule 1.1.2   --      Permitted Existing Indebtedness (Definitions)

Schedule 1.1.3   --      Permitted Existing Liens (Definitions)

Schedule 1.1.4   --      Subsidiary Borrowers (Definitions)

Schedule 1.1.5   --      Supported Contingent Obligations (Definitions)

Schedule 5.1     --      Terminated Indebtedness (Section 5.1)

Schedule 6.7     --      Litigation; Loss Contingencies (Section 6.7)

Schedule 6.8     --      Subsidiaries (Section 6.8)

Schedule 6.16    --      Environmental Notices (Section 6.16(c))

Schedule 6.17    --      Insurance (Sections 6.17 and 7.2(E))

Schedule 6.22    --      Existing Company Indebtedness

Schedule 7.3(B)  --      Notes Receivables (Section 7.3(B)(iv))

Schedule 7.3(H)  --      Transactions with Affiliates (Section 7.3(H))


                                       -x-

<PAGE>   11



                            364-DAY CREDIT AGREEMENT


         This 364-DAY CREDIT AGREEMENT dated as of July 22, 1999 is entered into
by and among AMERICAN NATIONAL CAN GROUP, INC., a Delaware corporation (the
"COMPANY"), one or more Subsidiaries of the Company (whether now existing or
hereafter formed, collectively referred to herein as the "SUBSIDIARY
BORROWERS"), the institutions from time to time parties hereto as Lenders,
whether by execution of this Agreement or an Assignment Agreement pursuant to
Section 14.3, and THE FIRST NATIONAL BANK OF CHICAGO, in its capacity as
contractual representative (the "ADMINISTRATIVE AGENT") for itself and the other
Lenders, THE CHASE MANHATTAN BANK, as Syndication Agent (the "SYNDICATION
AGENT"), and ABN AMRO BANK N.V., as Co-Documentation Agent (the
"CO-DOCUMENTATION AGENT") and Arranger (the "ARRANGER"), and ROYAL BANK OF
CANADA, as Co-Documentation Agent (the "CO-DOCUMENTATION AGENT") and Arranger
(the "ARRANGER"), BANQUE NATIONALE DE PARIS, as Arranger (the "ARRANGER"), CHASE
SECURITIES INC., as Lead Arranger (the "LEAD ARRANGER") and Joint Book Manager
(the "JOINT BOOK MANAGER"), and BANC ONE CAPITAL MARKETS, INC., as Lead Arranger
(the "LEAD ARRANGER") and Joint Book Manager (the "JOINT BOOK MANAGER"). The
parties hereto agree as follows:


ARTICLE I:  DEFINITIONS

         1.1 Certain Defined Terms. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined.

         As used in this Agreement:

         "ABSOLUTE RATE" means, with respect to an Absolute Rate Loan made by a
given Lender for the relevant Absolute Rate Interest Period, the rate of
interest per annum (rounded to the nearest 1/100 of 1%) offered by such Lender
and accepted by the Company.

         "ABSOLUTE RATE ADVANCE" means a borrowing hereunder consisting of the
aggregate amount of the several Absolute Rate Loans made by some or all of the
Lenders to the Company at the same time and for the same Interest Period.

         "ABSOLUTE RATE AUCTION" means a solicitation of Competitive Bid Quotes
setting forth Absolute Rates pursuant to Section 2.1.

         "ABSOLUTE RATE INTEREST PERIOD" means, with respect to an Absolute Rate
Advance, a period of not fewer than seven (7) and not more than one hundred
eighty (180) days commencing on a Business Day selected by the Company pursuant
to this Agreement. If such Absolute Rate Interest Period would end on a day
which is not a Business Day, such Absolute Rate Interest Period shall end on the
next succeeding Business Day.


                                       -1-

<PAGE>   12



         "ABSOLUTE RATE LOAN" means a Loan which bears interest at the Absolute
Rate.

         "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or division thereof,
whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage of voting power) of the
outstanding equity interests of another Person.

         "ADMINISTRATIVE AGENT" means First Chicago in its capacity as
contractual representative for itself and the Lenders pursuant to Article XII
hereof and any successor Administrative Agent appointed pursuant to Article XII
hereof.

         "ADMINISTRATIVE AGENT FEE LETTER" means that certain fee letter between
the Company and the Administrative Agent, dated as of June 7, 1999.

         "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by some or all of the Lenders to the applicable
Borrower of the same Type (or on the same interest basis in the case of
Competitive Bid Advances) and, in the case of Eurocurrency Rate Advances, in the
same currency and for the same Interest Period and includes a Competitive Bid
Advance.

         "AFFECTED LENDER" is defined in Section 2.20 hereof.

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of greater than twenty percent (20%) or more of any class of voting
securities (or other voting interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.

         "AGENTS" means each of the Administrative Agent, the Syndication Agent
and the Co-Documentation Agents.

         "AGGREGATE COMMITMENT" means, as of any date of determination, the
Aggregate Revolving Loan Commitment (or, from and after the Conversion Date, the
outstanding principal balance of the Loans) as of such date plus an amount equal
to the "Maximum Matured Value" (or, from and after the "Conversion Date", the
sum of (a) the "Matured Values" of all outstanding "Advances" held by Windmill
Funding Corporation plus (b) the aggregate principal amount of all outstanding
"Advances" made or held by the 364-Day CLO Lenders other than Windmill Funding


                                       -2-

<PAGE>   13



Corporation) under (and as such terms are defined in) the 364-Day Finance
Facility Agreement as of such date (which Maximum Matured Value is equal to
$50,000,000 as of the Closing Date).

         "AGGREGATE PRO RATA SHARE" means, with respect to any Lender hereunder
or 364-Day CLO Lender, the percentage obtained by dividing (x) the sum of such
Person's (i) Revolving Loan Commitment (or, from and after the Conversion Date,
the outstanding principal balance of such Lender's (A) Revolving Loans plus (B)
share of the obligations to purchase participations in Swing Line Loans, plus
(C) Competitive Bid Loans) at such time (as adjusted from time to time in
accordance with the provisions of this Agreement), if applicable, plus (ii)
aggregate commitment under the 364-Day Finance Facility Agreement measured by
reference to the "Maximum Matured Value" (or, from and after the "Conversion
Date", the sum of (a) the "Matured Values" of all outstanding "Advances" held by
Windmill Funding Corporation plus (b) the aggregate principal amount of all
outstanding "Advances" made or held by the 364-Day CLO Lenders other than
Windmill Funding Corporation) under (and as such terms are defined in) the
364-Day Finance Facility Agreement, if applicable, by (y) the Aggregate
Commitment (as adjusted from time to time in accordance with the provisions of
this Agreement) at such time.

         "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as may be adjusted from time to
time pursuant to the terms hereof. The initial Aggregate Revolving Loan
Commitment is Six Hundred Million and 00/100 Dollars ($600,000,000.00).

         "AGREED CURRENCIES" means (i) Dollars and (ii) any other Eligible
Currency which the applicable Borrower requests the Administrative Agent to
include as an Agreed Currency hereunder and which is acceptable to one-hundred
percent (100%) of the Lenders with a Revolving Loan Commitment and one-hundred
percent (100%) of the 364-Day CLO Lenders with a commitment under the 364-Day
Finance Facility Agreement; provided that the Administrative Agent shall
promptly notify each such Lender and the 364-Day CLO Lenders of each such
request and each such Lender and 364-Day CLO Lender shall be deemed not to have
agreed to each such request unless its written consent thereto has been received
by the Administrative Agent within five (5) Business Days from the date of such
notification by the Administrative Agent to such Lender or 364-Day CLO Lender.

         "AGREEMENT" means this 364-Day Credit Agreement, as it may be amended,
restated or otherwise modified and in effect from time to time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States as of the date of this Agreement,
applied in a manner consistent with that used in preparing the financial
statements of the Company referred to in Section 6.4 hereof.

         "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of
interest per annum equal to the higher of (i) the Corporate Base Rate for such
day and (ii) the sum of (a) the Federal Funds Effective Rate for such day and
(b) one-half of one percent (0.5%) per annum.


                                       -3-

<PAGE>   14




         "ANC" means American National Can Company, a Delaware corporation, and
its successors and assigns.

         "APPLICABLE EUROCURRENCY MARGIN" means, as at any date of
determination, the rate per annum then applicable to Eurocurrency Rate Loans
determined in accordance with the provisions of Section 2.15(D)(ii) hereof.

         "APPLICABLE FACILITY FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.15(C)(i) hereof determined in accordance with the
provisions of Section 2.15(D)(ii) hereof.

         "APPLICABLE FLOATING RATE MARGIN" means, as at any date of
determination, the rate per annum then applicable to Floating Rate Loans
determined in accordance with the provisions of Section 2.15(D)(ii) hereof.

         "APPROVED FUND" means, with respect to any Lender that is a fund or
commingled investment vehicle that invests in commercial loans, any other fund
that invests in commercial loans and is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

         "APPROXIMATE EQUIVALENT AMOUNT" of any currency with respect to any
amount of Dollars shall mean the Equivalent Amount of such currency with respect
to such amount of Dollars at such date, rounded up to the nearest amount of such
currency as determined by the Administrative Agent from time to time.

         "ARRANGERS" means each of ABN AMRO Bank N.V., Royal Bank of Canada and
Banque Nationale de Paris, in their respective capacities as arrangers for the
loan transaction evidenced by this Agreement.

         "ASSIGNMENT AGREEMENT" means an assignment and acceptance agreement
entered into in connection with an assignment pursuant to Section 14.3 hereof in
substantially the form of Exhibit D.

         "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction, and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person)
to any Person other than the Company or any of its wholly-owned Subsidiaries
other than (i) the sale of Inventory in the ordinary course of business, (ii)
the sale or other disposition of any obsolete, excess, damaged or worn-out
Equipment disposed of in the ordinary course of business, (iii) leases of
personal property (including leases or licenses of intellectual property), (iv)
sales of bottling or canning line equipment to customers in the ordinary course
of business consistent with past practice, and (v) sales or lease of excess,
obsolete or redundant land and buildings.

         "ASSUMPTION LETTER" means a letter of a Subsidiary of the Company
addressed to the


                                       -4-

<PAGE>   15



Lenders in substantially the form of Exhibit O hereto pursuant to which such
Subsidiary agrees to become a "SUBSIDIARY BORROWER" and agrees to be bound by
the terms and conditions hereof.

         "AUTHORIZED OFFICER" means any of the Presidents, any Vice President or
Chief Financial Officer of the Company, acting singly.

         "AVERAGE TOTAL NET INDEBTEDNESS" shall mean, as of any date of
determination, (a) the sum of (i) the average of the aggregate indebtedness for
borrowed money, guarantees and letters of credit, without duplication (but
excluding the Supported Contingent Obligations) of the Company and its
Subsidiaries plus (ii) the average of the Capitalized Lease Obligations of the
Company and its Subsidiaries, minus (b) the average of the aggregate cash and
Cash Equivalents of the Company and its Subsidiaries, in each case as at the end
of each of the immediately preceding four fiscal quarters.

         "AVERAGE TOTAL NET INDEBTEDNESS TO CAPITAL RATIO" means, as of any date
of determination, the ratio of (a) Average Total Net Indebtedness, to (b) the
sum of (i) the Average Total Net Indebtedness plus (ii) Consolidated Net Worth,
including minority interests, in each case as of such date of determination.

         "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan or a Foreign Employee Benefit Plan) in
respect of which the Company or any other member of the Controlled Group is, or
within the immediately preceding six (6) years was, an "employer" as defined in
Section 3(5) of ERISA.

         "BORROWER" means, as applicable, any of the Company and the Subsidiary
Borrowers, together with their respective successors and assigns; and
"BORROWERS" shall mean, collectively, the Company and the Subsidiary Borrowers.

         "BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

         "BORROWING/CONVERSION/CONTINUATION NOTICE" is defined in Section 2.8
hereof.

         "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurocurrency Rate or Eurocurrency Bid
Rate Advances, a day (other than a Saturday or Sunday) on which banks are open
for business in Chicago, Illinois and New York, New York and on which dealings
in Dollars and the other Agreed Currencies are carried on in the London
interbank market, and (ii) for all other purposes a day (other than a Saturday
or Sunday) on which banks are open for business in Chicago, Illinois and New
York, New York.

         "BUYING LENDER(S)" is defined in Section 2.6(b).

         "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other


                                       -5-

<PAGE>   16



equivalents (however designated) of corporate stock, (iii) in the case of a
partnership, partnership interests (whether general or limited) and (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person; provided, however, that "Capital Stock" shall not include any debt
securities convertible into equity securities prior to such conversion.

         "CAPITALIZED LEASE" of a Person means any lease of property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

         "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the governments of the United States and backed by
the full faith and credit of the United States government; (ii) domestic and
Eurocurrency certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies, the long-term
indebtedness of which institution at the time of acquisition is rated A- (or
better) by Standard & Poor's Ratings Group or A3 (or better) by Moody's
Investors Services, Inc., and which certificates of deposit and time deposits
are fully protected against currency fluctuations for any such deposits with a
term of more than ninety (90) days; (iii) shares of money market, mutual or
similar funds having assets in excess of $100,000,000 and the investments of
which are limited to (x) investment grade securities (i.e., securities rated at
least Baa by Moody's Investors Service, Inc. or at least BBB by Standard &
Poor's Ratings Group) and (y) commercial paper of United States and foreign
banks and bank holding companies and their subsidiaries and United States and
foreign finance, commercial industrial or utility companies which, at the time
of acquisition, are rated A-1 (or better) by Standard & Poor's Ratings Group or
P-1 (or better) by Moody's Investors Services, Inc. (all such institutions
being, "QUALIFIED INSTITUTIONS"); and (iv) commercial paper of Qualified
Institutions; provided that the maturities of such Cash Equivalents shall not
exceed three hundred sixty-five (365) days from the date of acquisition thereof.

         "CHANGE" is defined in Section 4.2 hereof.

         "CHANGE OF CONTROL" means an event or series of events by which:

         (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act of 1934), excluding Pechiney, becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act
of 1934, provided that a person shall be deemed to have "beneficial ownership"
of all securities that such person has the right to acquire, whether such right
is exercisable immediately or only after the passage of time), directly or
indirectly, of thirty percent (30%) or more of the combined voting power of the
Company's outstanding Capital Stock ordinarily having the right to vote at an
election of directors; or




                                       -6-

<PAGE>   17

         (b) the majority of the board of directors of the Company fails to
consist of Continuing Directors; or

         (c) the Company consolidates with or merges into another corporation or
conveys, transfers or leases all or substantially all of its property to any
Person, or any corporation consolidates with or merges into the Company, in
either event pursuant to a transaction in which the outstanding Capital Stock of
the Company is reclassified or changed into or exchanged for cash, securities or
other property; or

         (d) except as otherwise permitted under the terms of this Agreement,
the Company shall cease to own and control all of the economic and voting rights
associated with all of the outstanding Capital Stock of its Subsidiaries.

         "CLO ADMINISTRATIVE AGENT" means ABN AMRO Bank N.V., together with its
successors and assigns under the CLO Facilities.

         "CLO FACILITIES" means, collectively, (i) the five (5) year corporate
loan option finance facilities in the original aggregate maximum matured
principal amount of $50,000,000 provided to the Company pursuant to the 5-Year
Finance Facility Agreement (the "5-YEAR FINANCE FACILITIES"), and (ii) the
364-day corporate loan option finance facilities in the original aggregate
maximum matured principal amount of $50,000,000 provided to the Company pursuant
to the 364-Day Finance Facility Agreement (the "364-DAY FINANCE FACILITIES").

         "CLOSING DATE" means July 22, 1999.

         "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "CO-DOCUMENTATION AGENT" means each of ABN AMRO Bank N.V. and Royal
Bank of Canada, in its respective capacity as co-documentation agent for the
loan transaction evidenced by this Agreement, together with its successors and
assigns.

         "COMMISSION" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

         "COMMITMENT INCREASE DATE" is defined in Section 2.6(b).

         "COMMITMENT INCREASE NOTICE" is defined in Section 2.6(b).

         "COMPANY" means American National Can Group, Inc., a Delaware
corporation, together with its successors and assigns, including a
debtor-in-possession on behalf of the Company.



                                       -7-

<PAGE>   18



         "COMPETITIVE BID ADVANCE" means a borrowing hereunder consisting of the
aggregate amount of the several Competitive Bid Loans made by some or all of the
Lenders to the Company at the same time and for the same Interest Period.

         "COMPETITIVE BID BORROWING NOTICE" is defined in Section 2.1(F).

         "COMPETITIVE BID LOAN" means a Eurocurrency Bid Rate Loan or an
Absolute Rate Loan, or both, as the case may be and in either case in Dollars.

         "COMPETITIVE BID MARGIN" means the margin above or below the applicable
Eurocurrency Base Rate offered for a Eurocurrency Bid Rate Loan, expressed as a
percentage (rounded to the nearest 1/100 of 1%) to be added or subtracted from
such Eurocurrency Base Rate.

         "COMPETITIVE BID RATE" means, for any day for any Competitive Bid Loan
for the relevant Interest Period, the per annum rate of interest selected by the
Company in accordance with Section 2.1.

         "COMPETITIVE BID QUOTE" means a Competitive Bid Quote substantially in
the form of Exhibit N hereto completed and delivered by a Lender to the
Administrative Agent in accordance with Section 2.1(D).

         "COMPETITIVE BID QUOTE REQUEST" means a Competitive Bid Quote Request
substantially in the form of Exhibit L hereto completed and delivered by the
Company to the Administrative Agent in accordance with Section 2.1(B).

         "CONSOLIDATED NET ASSETS" means the total assets of the Company and its
Subsidiaries on a consolidated basis (determined in accordance with Agreement
Accounting Principles), but excluding therefrom all goodwill under Agreement
Accounting Principles.

         "CONSOLIDATED NET SALES" means all sales (net of returns and
allowances) shown on a consolidated income statement of the Company and its
Subsidiaries, prepared in accordance with Agreement Accounting Principles.

         "CONSOLIDATED NET WORTH" means, at a particular date, all amounts which
would be included under shareholders' equity on the consolidated balance sheet
for the Company and its consolidated Subsidiaries, but excluding cumulative
foreign currency translation adjustments and adjustments for minimum pension
liability accounts, in each case as determined in accordance with Agreement
Accounting Principles.

         "CONTAMINANT" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBS"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.


                                       -8-

<PAGE>   19



         "CONTINGENT OBLIGATION", as applied to any Person, means any
Contractual Obligation, contingent or otherwise, of that Person with respect to
any Indebtedness of another or other obligation or liability of another,
including, without limitation, any such Indebtedness, obligation or liability of
another directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business), co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including Contractual Obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase,
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or to provide funds for the payment or discharge thereof (whether in
the form of loans, advances, stock purchases, capital contributions or
otherwise), or to maintain solvency, assets, level of income, or other financial
condition, or to make payment other than for value received. The amount of any
Contingent Obligation shall be equal to the present value of the portion of the
obligation so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

         "CONTINUING DIRECTOR" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (a)
was a member of such board of directors on the Closing Date, or (b) was
nominated for election or elected to such board of directors with the approval
of the Continuing Directors who were members of such board at the time of such
nomination or election.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any equity or debt securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument, in any case in writing, to which
that Person is a party or by which it or any of its properties is bound, or to
which it or any of its properties is subject.

         "CONTROLLED GROUP" means the group consisting of (i) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Company; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Company; and
(iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as the Company, any corporation described in clause
(i) above or any partnership or trade or business described in clause (ii)
above.

         "CONVERSION DATE" is defined in Section 2.19(C).

         "CORPORATE BASE RATE" means the corporate base rate of interest
announced by First Chicago from time to time, changing when and as said
corporate base rate changes.

         "CURE LOAN" is defined in Section 9.2(iii) hereof.


                                      -9-

<PAGE>   20


         "CUSTOMARY PERMITTED LIENS" means:

                  (i) Liens (other than Environmental Liens and Liens in favor
         of the IRS or the PBGC) with respect to the payment of taxes,
         assessments or governmental charges in all cases which are not yet due
         or (if foreclosure, distraint, sale or other similar proceedings shall
         not have been commenced or any such proceeding after being commenced is
         stayed) which are being contested in good faith by appropriate
         proceedings properly instituted and diligently conducted and with
         respect to which adequate reserves or other appropriate provisions are
         being maintained in accordance with Agreement Accounting Principles;

                  (ii) statutory Liens of landlords and Liens of suppliers,
         mechanics, carriers, materialmen, warehousemen, service providers or
         workmen and other similar Liens imposed by law created in the ordinary
         course of business for amounts not more than sixty (60) days past due
         or thereafter can be paid without penalty which are being contested in
         good faith by appropriate proceedings properly instituted and
         diligently conducted and with respect to which adequate reserves or
         other appropriate provisions are being maintained in accordance with
         Agreement Accounting Principles;

                  (iii) Liens (other than Environmental Liens and Liens in favor
         of the IRS or the PBGC) incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance or other types of social security benefits or to
         secure the performance of bids, tenders, sales, contracts (other than
         for the repayment of borrowed money), surety, appeal and performance
         bonds; provided that (A) all such Liens do not in the aggregate
         materially detract from the value of the Company's or its Subsidiary's
         assets or property taken as a whole or materially impair the use
         thereof in the operation of the businesses taken as a whole, and (B)
         all Liens securing bonds to stay judgments or in connection with
         appeals do not secure at any time an aggregate amount exceeding
         $15,000,000;

                  (iv) Liens arising with respect to zoning restrictions,
          easements, encroachments, licenses, reservations, covenants,
          rights-of-way, utility easements, building restrictions and other
          similar charges, restrictions or encumbrances on the use of real
          property which do not in any case materially detract from the value of
          the property subject thereto or materially interfere with the ordinary
          use or occupancy of the real property or with the ordinary conduct of
          the business of the Company or any of its Subsidiaries;

                  (v) Liens of attachment or judgment with respect to judgments,
         writs or warrants of attachment, or similar process against the Company
         or any of its Subsidiaries which do not constitute a Default under
         Section 8.1(H) hereof; and

                  (vi) any interest or title of the lessor in the property
         subject to any operating lease entered into by the Company or any of
         its Subsidiaries in the ordinary course of business.

         "DEFAULT" means an event described in Article VIII hereof.


                                      -10-

<PAGE>   21



         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is ninety-one (91) days after the Revolving Loan Termination Date.

         "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

         "DOLLAR" and "$" means dollars in the lawful currency of the United
States of America.

         "DOLLAR AMOUNT" of any currency at any date shall mean (i) the amount
of such currency if such currency is Dollars or (ii) the Equivalent Amount of
Dollars if such currency is any currency other than Dollars.

         "DOMESTIC INCORPORATED SUBSIDIARY" means a Subsidiary of the Company
organized under the laws of a jurisdiction located in the United States of
America.

         "EBITDA" means, for any period, on a consolidated basis for the Company
and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) Net Income, plus (ii) Interest Expense to the extent
deducted in computing Net Income, plus (iii) charges against income for foreign,
federal, state and local taxes to the extent deducted in computing Net Income,
plus (iv) depreciation expense to the extent deducted in computing Net Income,
plus (v) amortization expense, including, without limitation, amortization of
goodwill and other intangible assets to the extent deducted in computing Net
Income, plus (vi) other non-cash charges classified as long-term deferrals in
accordance with Agreement Accounting Principles to the extent deducted in
computing Net Income, plus (vii) other extraordinary non-cash charges to the
extent deducted in computing Net Income, minus (viii) other extraordinary
non-cash credits to the extent added in computing Net Income, plus (ix)
nonrecurring after-tax losses (or minus nonrecurring after-tax gains).

         "EFFECTIVE COMMITMENT AMOUNTS" is defined in Section 2.6(b).

         "ELIGIBLE CURRENCY" means any currency other than Dollars with respect
to which the Administrative Agent or the applicable Borrower has not given
notice in accordance with Section 2.23 and that is readily available, freely
traded, in which deposits are customarily offered to banks in the London
interbank market, convertible into Dollars in the international interbank market
available to the Lenders in such market and as to which an Equivalent Amount may
be readily calculated. If, after the designation pursuant to the terms of this
Agreement of any currency as an Agreed Currency, currency control or other
exchange regulations are imposed in the country in which such currency is issued
with the result that different types of such currency are introduced, such
country's currency is, in the determination of the Administrative Agent, no
longer readily available or freely traded or (ii) as to which, in the
determination of the Administrative Agent, an Equivalent Amount is not readily
calculable (each of clause (i) and (ii), a "DISQUALIFYING EVENT"),


                                      -11-

<PAGE>   22



then the Administrative Agent shall promptly notify the Lenders and the Company,
and such country's currency shall no longer be an Agreed Currency until such
time as the Disqualifying Event(s) no longer exist, but in any event within five
(5) Business Days of receipt of such notice from the Administrative Agent, the
applicable Borrowers shall repay all Loans in such currency to which the
Disqualifying Event applies or convert such Loan into Loans in Dollars or
another Agreed Currency, subject to the other terms contained in Articles II and
IV.

         "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to foreign, federal, state and
local laws or regulations relating to or addressing pollution or protection of
the environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. ss. 9601 et seq., the Occupational Safety and Health Act of 1970,
29 U.S.C. ss. 651 et seq., and the Resource Conservation and Recovery Act of
1976, 42 U.S.C. ss. 6901 et seq., in each case including any amendments thereto,
any successor statutes, and any regulations or guidance promulgated thereunder,
and any state or local equivalent thereof.

         "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental
Authority for (a) any liability under Environmental, Health or Safety
Requirements of Law, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

         "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement
of law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the closure of any property or the transfer, sale or
lease of any property or deed or title for any property for environmental
reasons, including, but not limited to, any so-called "Industrial Site Recovery
Act" or "Responsible Property Transfer Act."

         "EQUIPMENT" means all of the Company's and its Subsidiaries' present
and future (i) equipment, including, without limitation, machinery,
manufacturing, distribution, selling, data processing and office equipment,
assembly systems, tools, molds, dies, fixtures, appliances, furniture,
furnishings, vehicles, vessels, aircraft, aircraft engines, and trade fixtures,
(ii) other tangible personal property (other than the Company's or its
Subsidiaries' Inventory), and (iii) any and all accessions, parts and
appurtenances attached to any of the foregoing or used in connection therewith,
and any substitutions therefor and replacements, products and proceeds thereof.

         "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock). Equity Interests will not
include any Incentive Arrangements or obligations or payments thereunder.

         "EQUIVALENT AMOUNT" of any currency with respect to any amount of
Dollars at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetic mean of the buy and sell spot
rates of exchange of the Administrative Agent in the London interbank market (or
other market where the Administrative Agent's foreign exchange


                                      -12-

<PAGE>   23



operations in respect of such currency are then being conducted) for such other
currency at or about 11:00 a.m. (local time) two (2) Business Days prior to the
date on which such amount is to be determined, rounded up to the nearest amount
of such currency as determined by the Administrative Agent from time to time;
provided, however, that if at the time of any such determination, for any
reason, no such spot rate is being quoted, the Administrative Agent may use any
reasonable method it deems appropriate to determine such amount, and such
determination shall be conclusive absent manifest error.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

         "euro" means the euro referred to in the Council Regulation (EC) No.
1103/97 dated 17 June 1997 passed by the Council of the European Union, or, if
different, the then lawful currency of the member states of the European Union
that participate in the third stage of the Economic and Monetary Union.

         "EUROCURRENCY AUCTION" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins pursuant to Section 2.1.

         "EUROCURRENCY BASE RATE" means, with respect to a Eurocurrency Rate
Loan or Eurocurrency Bid Rate Loan for any specified Interest Period, (a) for
any Eurocurrency Bid Rate Loan or Eurocurrency Rate Loan in any Agreed Currency
other than euro, either (i) the rate of interest per annum equal to the rate for
deposits in the applicable Agreed Currency in the approximate amount of the Pro
Rata Share of the Administrative Agent of such Eurocurrency Rate Advance with a
maturity approximately equal to such Interest Period which appears on Telerate
Page 3740 or Telerate Page 3750, as applicable, or, if there is more than one
such rate, the average of such rates rounded to the nearest 1/100 of 1%, as of
11:00 a.m. (London time) two (2) Business Days prior to the first day of such
Interest Period or (ii) if no such rate of interest appears on Telerate Page
3740 or Telerate Page 3750, as applicable, for any specified Interest Period,
the rate at which deposits in the applicable Agreed Currency are offered by the
Administrative Agent to first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of such Interest Period, in the approximate amount of the Pro Rata Share of
the Administrative Agent of such Eurocurrency Rate Loan, or, in the case of a
Eurocurrency Bid Rate Loan, the amount of the Eurocurrency Bid Rate Loan
requested by the Company, and having a maturity approximately equal to such
Interest Period; and (b) with respect to any Eurocurrency Rate Loan in euro for
any Interest Period, the interest rate per annum equal to the rate determined by
the Administrative Agent to be the rate at which deposits in euro appear on the
Telerate Page 248 as of 11:00 a.m. (Brussels time), on the date that is two (2)
TARGET Settlement Days preceding the first day of such Interest Period;
provided, that if such rate does not appear on the Telerate Page 248, then
Eurocurrency Base Rate shall be an interest rate per annum equal to the
arithmetic mean determined by the Administrative Agent (rounded upwards to the
nearest .01%) of the rates per annum at which deposits in euro are offered by
three (3) leading banks in the euro-zone interbank market on or about 11:00 a.m.
(Brussels time), on the date which


                                      -13-

<PAGE>   24



is two (2) TARGET Settlement Days prior to the first day of such Interest Period
to other leading banks in the euro-zone interbank market, in the case of each of
clause (a) and clause (b), as adjusted for Reserves. The terms "Telerate Page
3740", "Telerate Page 3750" and "Telerate Page 248" mean the display designated
as "Page 3740", "Page 3750" and "Page 248", as applicable, on the Associated
Press-Dow Jones Telerate Service (or such other page as may replace Page 3740,
Page 3750 or Page 248, as applicable, on the Associated Press-Dow Jones Telerate
Service or such other service as may be nominated by the British Bankers'
Association as the information vendor for the purpose of displaying British
Bankers' Association interest rate settlement rates for the relevant Agreed
Currency). Any Eurocurrency Base Rate determined on the basis of the rate
displayed on Telerate Page 3740 or Telerate Page 3750 or Telerate Page 248 in
accordance with the foregoing provisions of this subparagraph shall be subject
to corrections, if any, made in such rate and displayed by the Associated
Press-Dow Jones Telerate Service within one hour of the time when such rate is
first displayed by such service.

         "EUROCURRENCY BID RATE" means, with respect to a Eurocurrency Bid Rate
Loan made by a given Lender for the relevant Interest Period, the sum of (a) the
Eurocurrency Base Rate and (b) the Competitive Bid Margin offered by such Lender
and accepted by the Company.

         "EUROCURRENCY BID RATE ADVANCE" means a Competitive Bid Advance which
bears interest at a Eurocurrency Bid Rate.

         "EUROCURRENCY BID RATE LOAN" means a Loan which bears interest at the
Eurocurrency Bid Rate.

         "EUROCURRENCY PAYMENT OFFICE" of the Administrative Agent shall mean,
for each of the Agreed Currencies, any agency, branch or Affiliate of the
Administrative Agent, specified as the "Eurocurrency Payment Office" for such
Agreed Currency in Exhibit A-1 hereto or such other agency, branch, Affiliate or
correspondence bank of the Administrative Agent, as it may from time to time
specify to the applicable Borrowers and each Lender as its Eurocurrency Payment
Office.

         "EUROCURRENCY RATE" means, with respect to a Eurocurrency Rate Loan for
the relevant Interest Period, the Eurocurrency Base Rate applicable to such
Interest Period plus the then Applicable Eurocurrency Margin, changing as and
when the Applicable Eurocurrency Margin changes.

         "EUROCURRENCY RATE ADVANCE" means an Advance (other than a Eurocurrency
Bid Rate Advance) which bears interest at the Eurocurrency Rate.

         "EUROCURRENCY RATE LOAN" means a Loan made on a fully syndicated basis
pursuant to Section 2.2, which bears interest at the Eurocurrency Rate.

         "5-YEAR CREDIT AGREEMENT" means that certain 5-Year Revolving Credit
Agreement, dated as of July 22, 1999 among the Company, the subsidiary borrowers
from time to time parties thereto, the Agents and the financial institutions
from time to time parties thereto as lenders, as the same may be amended,
restated, supplemented or otherwise modified from time to time.


                                      -14-

<PAGE>   25



         "5-YEAR FINANCE FACILITY AGREEMENT" means that certain 5-Year Finance
Facility Agreement dated of even date herewith by and among the Company,
Windmill Funding Corporation and ABN AMRO Bank N.V. (individually and in its
capacity as CLO Administrative Agent), as the same may be amended, modified,
supplemented and/or restated from time to time in accordance with the terms
thereof and of this Agreement.

         "FACILITY TERMINATION DATE" shall mean the date on which all of the
Termination Conditions have been satisfied.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "FEE LETTERS" means, collectively, the Administrative Agent Fee Letter
and that certain fee letter, dated as of June 7, 1999, by and among ANC, the
Lead Arrangers and the Underwriting Lenders.

         "FINANCING" means, with respect to any Person, the issuance or sale by
such Person of any Equity Interests of such Person or any Indebtedness
consisting of debt securities of such Person.

         "FIRST CHICAGO" means The First National Bank of Chicago, in its
individual capacity, and its successors.

         "FIXED-RATE LOANS" means, collectively, the Eurocurrency Rate Loans,
the Eurocurrency Bid Rate Loans and the Absolute Rate Loans.

         "FLOATING RATE" means, for any day for any Loan, a rate per annum equal
to the Alternate Base Rate for such day, changing when and as the Alternate Base
Rate changes, plus the then Applicable Floating Rate Margin.

         "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

         "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

         "FOREIGN EMPLOYEE BENEFIT PLAN" means any employee benefit plan as
defined in Section 3(3) of ERISA which is maintained or contributed to for the
benefit of the employees of



                                      -15-

<PAGE>   26


the Company, any of its Subsidiaries or any members of its Controlled Group and
is not covered by ERISA pursuant to ERISA Section 4(b)(4).

         "FOREIGN INCORPORATED SUBSIDIARY" means a Subsidiary of the Company
which is not a Domestic Incorporated Subsidiary.

         "FOREIGN PENSION PLAN" means any employee benefit plan as described in
Section 3(3) of ERISA for which the Company or any member of its Controlled
Group is a sponsor or administrator and which (i) is maintained or contributed
to for the benefit of employees of the Company, any of its Subsidiaries or any
member of its Controlled Group, (ii) is not covered by ERISA pursuant to Section
4(b)(4) of ERISA, and (iii) under applicable local law, is required to be funded
through a trust or other funding vehicle.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

         "GROSS NEGLIGENCE" means recklessness, or actions taken or omitted with
conscious indifference to or the complete disregard of consequences or rights of
others affected. Gross Negligence does not mean the absence of ordinary care or
diligence, or an inadvertent act or inadvertent failure to act. If the term
"gross negligence" is used with respect to the Administrative Agent or any
Lender or any indemnitee in any of the other Loan Documents, it shall have the
meaning set forth herein.

         "GUARANTEED OBLIGATIONS" is defined in Section 10.1 hereof.

         "GUARANTY" means each of (i) that certain Guaranty (and any and all
supplements thereto) executed from time to time by each Subsidiary Borrower that
is a Domestic Incorporated Subsidiary and each Material Domestic Subsidiary of
the Company listed on Schedule 6.8 and each other Subsidiary Borrower that is a
Domestic Incorporated Subsidiary and each other Material Domestic Subsidiary of
the Company as required pursuant to Section 7.2(k) in favor of the
Administrative Agent for the benefit of itself and the Holders of Obligations,
in substantially the form of Exhibit I-1 attached hereto, and (ii) the guaranty
by the Company of all of the Obligations of the Subsidiary Borrowers pursuant to
this Agreement, in each case as amended, restated, supplemented or otherwise
modified from time to time.

         "HEDGING AGREEMENTS" is defined in Section 7.3(P) hereof.

         "HEDGING OBLIGATIONS" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates


                                      -16-

<PAGE>   27


applicable to such party's assets, liabilities or exchange transactions,
including, but not limited to, dollar-denominated or cross-currency interest
rate exchange agreements, forward currency exchange agreements, interest rate
cap or collar protection agreements, forward rate currency or interest rate
options, puts and warrants, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any of the foregoing.

         "HOLDERS OF OBLIGATIONS" means the holders of the Obligations from time
to time and shall include (i) each Lender in respect of its Loans, (ii) the
Agents, the Lenders and the Swing Line Bank in respect of all other present and
future obligations and liabilities of the Company or any of its Subsidiaries of
every type and description arising under or in connection with this Agreement or
any other Loan Document, (iii) each Indemnitee in respect of the obligations and
liabilities of the Company or any of its Subsidiaries to such Person hereunder
or under the other Loan Documents, and (v) their respective successors,
transferees and assigns.

         "INCENTIVE ARRANGEMENTS" means any stock appreciation rights, "phantom"
stock plans, employment agreements, non-competition agreements, subscription and
stockholders agreements and other incentive and bonus plans and similar
arrangements made in connection with the retention of executives, officers or
employees of the Company and its Subsidiaries.

         "INDEBTEDNESS" of a person means, without duplication, such person's
(i) obligations for borrowed money, including, without limitation, subordinated
indebtedness, (ii) obligations representing the deferred purchase price of
property or services (other than accounts payable arising in the ordinary course
of such person's business payable on terms customary in the trade and other than
earn-outs or other similar forms of contingent purchase prices), (iii)
obligations, whether or not assumed, secured by liens on or payable out of the
proceeds or production from property now or hereafter owned or acquired by such
person, (iv) obligations which are evidenced by notes, acceptances, other
instruments, letters of credit or letter of credit reimbursement arrangements,
(v) Capitalized Lease Obligations, (vi) Hedging Obligations, (vii) Contingent
Obligations, (viii) outstanding principal balances (representing securitized but
unliquidated assets) under asset securitization agreements (including, without
limitation, the outstanding principal balance of Receivables under Receivables
transactions) and (ix) the implied debt component of synthetic leases of which
such person is lessee or any other off-balance sheet financing arrangements
(including, without limitation, any such arrangements giving rise to any
Off-Balance Sheet Liabilities).

         "INDEMNIFIED MATTERS" is defined in Section 11.7(B) hereof.

         "INDEMNITEES" is defined in Section 11.7(B) hereof.

         "INTEGRATION BLOCKAGE DEFAULT" is defined in Section 2.6.

         "INTEREST EXPENSE" means, for any period, the total interest expense of
the Company and its consolidated Subsidiaries, whether paid or accrued
(including the interest component of Capitalized Leases, commitment and facility
fees and fees for stand-by letters of credit), all as determined in conformity
with Agreement Accounting Principles.


                                      -17-

<PAGE>   28




         "INTEREST COVERAGE RATIO" is defined in Section 7.4(A) hereof.

         "INTEREST PERIOD" means (i) any Absolute Rate Interest Period, and (ii)
with respect to a Eurocurrency Rate Loan or a Eurocurrency Bid Rate Loan, a
period of one (1), two (2), three (3) months or six (6) months, commencing on a
Business Day selected by the applicable Borrower on which a Eurocurrency Rate
Advance is made to the such Borrower pursuant to this Agreement; provided,
however, notwithstanding anything in this Agreement to the contrary for the
period from the Closing Date to the earlier of (y) the date that is 90 days
after the Closing Date and (z) the date upon which the Lead Arrangers confirms
that the loan syndication process has been complete (the "SYNDICATION PERIOD"),
"Interest Period" means, with respect to a Eurocurrency Rate Advance, a period
of seven (7) days. Other than during the Syndication Period, such Interest
Period described in clause (ii) above shall end on (but exclude) the day which
corresponds numerically to such date one, two, three or six months thereafter;
provided, however, that if there is no such numerically corresponding day in
such next, second, third or sixth succeeding month, such Interest Period shall
end on the last Business Day of such next, second, third or sixth succeeding
month. If an Interest Period would otherwise end on a day which is not a
Business Day, such Interest Period shall end on the next succeeding Business
Day, provided, however, that if said next succeeding Business Day falls in a new
calendar month, such Interest Period shall end on the immediately preceding
Business Day.

         "INVENTORY" shall mean any and all goods, including, without
limitation, goods in transit, wheresoever located, whether now owned or
hereafter acquired by the Company or any of its Subsidiaries, which are held for
sale or lease, furnished under any contract of service or held as raw materials,
work in process or supplies, and all materials used or consumed in the business
of Company or any of its Subsidiaries, and shall include all right, title and
interest of the Company or any of its Subsidiaries in any property the sale or
other disposition of which has given rise to Receivables and which has been
returned to or repossessed or stopped in transit by the Company or any of its
Subsidiaries.

         "INVESTMENT" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business (whether of a division,
branch, unit operation, or otherwise) conducted by another Person, and (iii) any
loan, advance (other than deposits with financial institutions available for
withdrawal on demand, prepaid expenses, accounts receivable, advances to
employees and similar items made or incurred in the ordinary course of business)
or capital contribution by that Person to any other Person, including all
Indebtedness to such Person arising from a sale of property by such Person other
than in the ordinary course of its business.

         "INVITATION FOR COMPETITIVE BID QUOTES" means an Invitation for
Competitive Bid Quotes substantially in the form of Exhibit M hereto, completed
and delivered by the Administrative Agent to the Lenders in accordance with
Section 2.1(C).



                                      -18-

<PAGE>   29
         "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

         "LEAD ARRANGERS" means, collectively, Chase Securities Inc. and Banc
One Capital Markets, Inc., in their respective capacity as Lead Arranger for the
loan transaction evidenced by this Agreement.

         "LENDERS" means the lending institutions listed on the signature pages
of this Agreement and each New Lender which becomes a Lender hereto pursuant to
the provisions of Section 2.6(b) and their respective successors and assigns.

         "LENDING INSTALLATION" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent.

         "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

         "LOAN(S)" means, with respect to a Lender, such Lender's portion of (a)
any Advance made pursuant to Section 2.2 hereof, (b) any Advance in which such
Lender has purchased an interest pursuant to Section 2.6(b), and (c) any loans
made under the 364-Day Finance Facility Agreement and converted to Obligations
under Section 2.6(b) hereof, as applicable, and in the case of the Swing Line
Bank, any Swing Line Loan made by it pursuant to Section 2.3 hereof, and in the
case of any Lender which has made a Competitive Bid Loan, any Competitive Bid
Loan made by it pursuant to Section 2.1, and collectively, all Revolving Loans,
Swing Line Loans and Competitive Bid Loans.

         "LOAN ACCOUNT" is defined in Section 2.13(A) hereof.

         "LOAN DOCUMENTS" means this Agreement, each Assumption Letter executed
hereunder, the Guaranty, the Subordination Agreement and all other documents,
instruments, notes and agreements executed in connection therewith or
contemplated thereby (other than the 5-Year Credit Agreement, the CLO
Facilities, and the documents related thereto), as the same may be amended,
restated or otherwise modified and in effect from time to time.

         "MARGIN STOCK" shall have the meaning ascribed to such term in
Regulation U.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the
business, condition (financial or otherwise), operations, performance,
properties or prospects of ANC, the Company, or the Company and its
Subsidiaries, taken as a whole, (b) the collective ability of the Company or any
of its Subsidiaries to perform their respective obligations under the Loan


                                      -19-

<PAGE>   30
Documents in any material respect, or (c) the ability of the Lenders or the
Agents to enforce in any material respect the Obligations.

         "MATERIAL DOMESTIC SUBSIDIARY" means each of ANC and Pechiney North
America, Inc., a Delaware corporation, and each other Domestic Incorporated
Subsidiary of the Company (other than ANC Receivables Corporation) that is a
Material Subsidiary.

         "MATERIAL SUBSIDIARY" means (x) a Subsidiary of the Company (other than
ANC Receivables Corporation) if (i) such Subsidiary's total assets exceeds
$50,000,000 as of the end of the most recently completed fiscal quarter of the
Company or (ii) such Subsidiary's total sales exceeds $50,000,000 as of the end
of the most recently completed four consecutive fiscal quarters of the Company,
all determined on the same basis as described in Section 7.1, and (y) any
Subsidiary Borrower.

         "MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Company or any member of the Controlled Group.

         "NATIONAL CURRENCY UNIT" means the unit of currency (other than a euro)
of each member state of the European Union that participates in the third stage
of Economic and Monetary Union.

         "NET CASH PROCEEDS" means, with respect to any Asset Sale, Financing or
Sale and Leaseback Transaction by any Person, (a) cash or Cash Equivalents
(freely convertible into Dollars) received by such Person or any Subsidiary of
such Person from such Asset Sale or Sale and Leaseback Transaction (including
cash received as consideration for the assumption or incurrence of liabilities
incurred in connection with or in anticipation of such Asset Sale or Sale and
Leaseback Transaction) or Financing, after (i) provision for all income or other
taxes measured by or resulting from such Asset Sale, Financing or Sale and
Leaseback Transaction, (ii) payment of all brokerage commissions and other fees
and expenses and commissions related to such Asset Sale, Financing or Sale and
Leaseback Transaction, (iii) repayment of Indebtedness (and any premium or
penalty thereon) secured by a Lien on any asset disposed of in such Asset Sale
or Sale and Leaseback Transaction or which is or may be required (by the express
terms of the instrument governing such Indebtedness or by applicable law) to be
repaid in connection with such Asset Sale or Sale and Leaseback Transaction
(including payments made to obtain or avoid the need for the consent of any
holder of such Indebtedness), and (iv) deduction of appropriate amounts to be
provided by such Person or a Subsidiary of such Person as a reserve, in
accordance with Agreement Accounting Principles, against any liabilities
associated with the assets sold or disposed of in such Asset Sale or Sale and
Leaseback Transaction and retained by such Person or a Subsidiary of such Person
after such Asset Sale or Sale and Leaseback Transaction, including, without
limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with the assets sold or disposed of in such Asset Sale or
Sale and Leaseback Transaction, as applicable; and (b) cash or Cash Equivalents
payments in respect of any other consideration received by such Person or any
Subsidiary of such Person from such Asset Sale, Financing or Sale and Leaseback
Transaction upon receipt of such cash payments by such Person or such
Subsidiary.


                                      -20-

<PAGE>   31



         "NET INCOME" means, for any period, the net income (or loss) after
taxes of the Company and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with
Agreement Accounting Principles.

         "NEW LENDER" is defined in Section 2.6(b).

         "NON PRO RATA LOAN" is defined in Section 9.2 hereof.

         "NOTICE OF ASSIGNMENT" is defined in Section 14.3(B) hereof.

         "NOTICE TO CONVERT" is defined in Section 2.19(C).

         "OBLIGATIONS" means all Loans, advances, debts, liabilities,
obligations, covenants and duties owing by the Borrowers or any of their
Subsidiaries to the Administrative Agent, any Lender, the Swing Line Bank, the
Arranger, any Affiliate of the Administrative Agent or any Lender or any
Indemnitee, of any kind or nature, present or future, arising under this
Agreement or any other Loan Document, whether or not evidenced by any note,
guaranty or other instrument, whether or not for the payment of money, whether
arising by reason of an extension of credit, loan, guaranty, indemnification, or
in any other manner, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired. The term includes, without limitation,
all interest, charges, expenses, fees, reasonable attorneys' fees and
disbursements, reasonable paralegals' fees (in each case whether or not
allowed), and any other sum chargeable to the Company or any of its Subsidiaries
under this Agreement or any other Loan Document.

         "OFF-BALANCE SHEET LIABILITIES" of a Person means (a) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to Receivables sold by such Person or any of its Subsidiaries, (b) any liability
of such Person or any of its Subsidiaries under any sale and leaseback
transactions which do not create a liability on the consolidated balance sheet
of such Person, (c) any liability of such Person or any of its Subsidiaries
under any financing lease or so- called "synthetic" lease transaction, or (d)
any obligations of such Person or any of its Subsidiaries arising with respect
to any other transaction which is the functional equivalent of or takes the
place of borrowing but which does not constitute a liability on the consolidated
balance sheets of such Person and its Subsidiaries.

         "OTHER TAXES" is defined in Section 2.15(E)(ii) hereof.

         "PARTICIPANTS" is defined in Section 14.2(A) hereof.

         "PAYMENT DATE" means the first day of each March, June, September,
December, the Conversion Date, the Termination Date (or such earlier date on
which the Aggregate Commitment shall terminate or be cancelled), and the
Facility Termination Date.


                                      -21-

<PAGE>   32



         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "PBGC AGREEMENT" means that certain confidential term sheet dated June
25, 1999 between the Company and the PBGC, setting forth the undertakings of the
Company to make contributions to certain of its U.S. Plans, and any definitive
documentation replacing such confidential term sheet to the extent such
documentation sets forth the terms described in such term sheet as in effect on
the date hereof.

         "PECHINEY" means Pechiney, S.A., a societe anonyme organized under the
laws of the Republic of France.

         "PERMITTED ACQUISITION" is defined in Section 7.3(G) hereof.

         "PERMITTED EXISTING CONTINGENT OBLIGATIONS" means the Contingent
Obligations of the Company and its Subsidiaries identified as such on Schedule
1.1.1 to this Agreement.

         "PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of the Company
and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

         "PERMITTED EXISTING LIENS" means the Liens on assets of the Company and
its Subsidiaries identified as such on Schedule 1.1.3 to this Agreement.

         "PERMITTED PURCHASE MONEY INDEBTEDNESS" means secured or unsecured
purchase money Indebtedness (including Capitalized Leases) incurred by the
Company or any of its Subsidiaries after the Closing Date to finance the
acquisition of fixed assets or in conjunction with a Permitted Acquisition and
secured by purchase money Liens (including the interest of a lessor under a
Capitalized Lease and Liens to which any property is subject at the time of the
Company's or its Subsidiaries' acquisition thereof), if (1) at the time of such
incurrence, no Default or Unmatured Default has occurred and is continuing or
would result from such incurrence, (2) such Indebtedness has a scheduled
maturity and is not due on demand, (3) such Indebtedness does not exceed the
lower of the fair market value or the cost of the applicable fixed assets on the
date acquired; provided, that such Liens shall not apply to any property of the
Company or its Subsidiaries other than that purchased or subject to such
Capitalized Lease and proceeds thereof.

         "PERMITTED REFINANCING INDEBTEDNESS" means any replacement, renewal,
refinancing or extension of any Indebtedness permitted by this Agreement that
(i) does not exceed the aggregate principal amount (plus accrued interest and
any applicable premium and associated fees and expenses) of the Indebtedness
being replaced, renewed, refinanced or extended, (ii) does not have a Weighted
Average Life to Maturity at the time of such replacement, renewal, refinancing
or extension that is less than the Weighted Average Life to Maturity of the
Indebtedness being replaced, renewed, refinanced or extended, (iii) does not
rank at the time of such replacement, renewal, refinancing or extension senior
to the Indebtedness being replaced, renewed, refinanced or extended, and (iv)
does not contain terms (including, without limitation, terms relating to
security, amortization, interest rate, premiums, fees, covenants, event of
default and remedies) materially


                                      -22-

<PAGE>   33



less favorable to the Company, its Subsidiaries or the Lenders than those
applicable to the Indebtedness being replaced, renewed, refinanced or extended.

         "PERSON" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or
any government or political subdivision or any agency, department or
instrumentality thereof.

         "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA,
other than a Multiemployer Plan, in respect of which the Company or any member
of the Controlled Group is, or within the immediately preceding six (6) years
was, an "employer" as defined in Section 3(5) of ERISA.

         "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (x) such Lender's Revolving Loan Commitment at such time
(as adjusted from time to time in accordance with the provisions of this
Agreement) by (y) the Aggregate Revolving Loan Commitment at such time (as
adjusted from time to time in accordance with the provisions of this Agreement);
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Pro Rata Share" means the
percentage obtained by dividing (x) the sum of (A) such Lender's Revolving
Loans, plus (B) such Lender's share of the obligations to purchase
participations in Swing Line Loans plus (C) such Lender's Competitive Bid
Advances, by (y) the sum of (A) the aggregate outstanding amount of all
Revolving Loans, plus (B) the aggregate outstanding amount of all Swing Line
Loans, plus (C) the aggregate outstanding amount of all Competitive Bid
Advances.

         "PURCHASERS" is defined in Section 14.3(A) hereof.

         "RATE OPTION" means the Eurocurrency Rate, the Floating Rate or the
Competitive Bid Rate, as applicable.

         "RECEIVABLE(S)" means and includes all of the Company's and its
Subsidiaries' presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of the Company or its
Subsidiaries, as applicable, to payment for goods sold or leased or for services
rendered (except those evidenced by instruments or chattel paper), whether or
not they have been earned by performance, and all rights in any merchandise or
goods which any of the same may represent, and all rights, title, security and
guaranties with respect to each of the foregoing, including, without limitation,
any right of stoppage in transit.

         "REGISTER" is defined in Section 14.3(C) hereof.

         "REGISTRATION STATEMENT" means the Company's S-1 Registration Statement
filed with the Commission as of June 4, 1999, as amended on or prior to the date
hereof.

         "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve


                                      -23-

<PAGE>   34



System as from time to time in effect and any successor or other regulation or
official interpretation of said Board of Governors relating to the extension of
credit by and to brokers and dealers of securities for the purpose of purchasing
or carrying margin stock (as defined therein).

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve System.

         "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "RELEASE" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Contaminants
through or in the air, soil, surface water or groundwater.

         "RENTALS" of a Person means the aggregate fixed amounts payable by such
Person under any lease of real or personal property that has an initial or
remaining non-cancelable lease term in excess of one year but does not include
any amounts payable under Capitalized Leases of such Person.

         "REPLACEMENT LENDER" is defined in Section 2.20 hereof.

         "REPORTABLE EVENT" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation or otherwise
waived the requirement of Section 4043(a) of ERISA that it be notified within
thirty (30) days after such event occurs, provided, however, that a failure to
meet the minimum funding standards of Section 412 of the Code and of Section 302
of ERISA shall be a Reportable Event regardless of the issuance of any such
waiver of the notice requirement in accordance with either Section 4043(a) of
ERISA or Section 412(d) of the Code.

         "REQUIRED LENDERS" means:

         (x)      so long as no Integration Blockage Default shall have
                  occurred, Lenders hereunder and 364-Day CLO Lenders whose
                  Aggregate Pro Rata Shares, in the aggregate, are at least
                  fifty-one percent (51%); provided, however, that, if any
                  Person shall have failed (A) to fund its Pro Rata Share of (i)
                  any Revolving Loan requested by the applicable Borrower, or
                  (ii) any Swing Line Loan as requested by the Administrative
                  Agent, which such Lenders are obligated to fund under the
                  terms of this Agreement, or (B) to purchase interests in Loans
                  hereunder pursuant to Section 2.6(b), in either case and any
                  such failure has not been cured, then for so long as

                                      -24-

<PAGE>   35



                  such failure continues, "REQUIRED LENDERS" means Lenders
                  hereunder (excluding all Lenders whose failure to fund their
                  respective Pro Rata Shares of such Revolving Loans or Swing
                  Line Loans has not been so cured) and 364-Day CLO Lenders
                  (excluding all 364-Day CLO Lenders whose failure to purchase
                  interests hereunder pursuant to Section 2.6(b) has not been so
                  cured) whose Aggregate Pro Rata Shares represent at least
                  fifty-one percent (51%) of the aggregate Aggregate Pro Rata
                  Shares of such Lenders and 364-Day CLO Lenders; provided
                  further, however, that, if the Revolving Loan Commitments have
                  been terminated pursuant to the terms of this Agreement other
                  than as a result of the occurrence of an Integration Blockage
                  Default, "REQUIRED LENDERS" means Lenders (without regard to
                  such Lenders' performance of their respective obligations
                  hereunder) and 364-Day CLO Lenders whose aggregate ratable
                  shares (stated as a percentage) of the aggregate outstanding
                  principal balance of all Loans plus the aggregate outstanding
                  principal balance of all "Advances" (calculated at the
                  "Matured Value") under (and as such terms are defined in) the
                  364-Day Finance Facility Agreement are at least fifty-one
                  percent (51%); and

         (y)      at all times after an Integration Blockage Default shall have
                  occurred, Lenders whose Pro Rata Shares, in the aggregate, are
                  at least fifty-one percent (51%); provided, however, that, if
                  any of the Lenders shall have failed (A) to fund its Pro Rata
                  Share of (i) any Revolving Loan requested by the applicable
                  Borrower, (ii) any Revolving Loan required to be made in
                  connection with reimbursement for any L/C Obligations, or
                  (iii) any Swing Line Loan as requested by the Administrative
                  Agent, which such Lenders are obligated to fund under the
                  terms of this Agreement, or (B) to purchase interests in Loans
                  hereunder pursuant to Section 2.6(b), in either case and any
                  such failure has not been cured, then for so long as such
                  failure continues, "REQUIRED LENDERS" means Lenders (excluding
                  all Lenders whose failure to fund their respective Pro Rata
                  Shares of such Revolving Loans or Swing Line Loans, or to
                  purchase interests in Loans hereunder pursuant to Section
                  2.6(b), in either case has not been so cured) whose Pro Rata
                  Shares represent at least fifty-one percent (51%) of the
                  aggregate Pro Rata Shares of such Lenders; provided further,
                  however, that, if the Revolving Loan Commitments have been
                  terminated pursuant to the terms of this Agreement, "REQUIRED
                  LENDERS" means Lenders (without regard to such Lenders'
                  performance of their respective obligations hereunder) whose
                  aggregate ratable shares (stated as a percentage) of the
                  aggregate outstanding principal balance of all Loans and L/C
                  Obligations are at least fifty-one percent (51%).


         "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, 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
including, without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934,

                                      -25-

<PAGE>   36



Regulations T, U and X, ERISA, the Fair Labor Standards Act, the Worker
Adjustment and Retraining Notification Act, Americans with Disabilities Act of
1990, and any certificate of occupancy, zoning ordinance, building,
environmental or land use requirement or permit or environmental, labor,
employment, occupational safety or health law, rule or regulation, including
Environmental, Health or Safety Requirements of Law.

         "RESERVES" shall mean the maximum reserve requirement, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) with
respect to "Eurocurrency liabilities" or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurocurrency Rate Loans is determined or category of extensions of credit or
other assets which includes loans by a non-United States office of any Lender to
United States residents.

         "RESTRICTED PAYMENT" means (i) any dividend or other distribution,
direct or indirect, on account of any Equity Interests of the Company now or
hereafter outstanding, except a dividend payable solely in the Company's Capital
Stock (other than Disqualified Stock) or in options, warrants or other rights to
purchase such Capital Stock, (ii) any redemption, retirement, purchase or other
acquisition for value, direct or indirect, of any Equity Interests of the
Company or any of its Subsidiaries now or hereafter outstanding, other than in
exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Company) of other Equity Interests of the
Company (other than Disqualified Stock), (iii) any redemption, purchase,
retirement, defeasance, prepayment or other acquisition for value, direct or
indirect, of any Indebtedness subordinated to the Obligations, and (iv) any
payment of a claim for the rescission of the purchase or sale of, or for
material damages arising from the purchase or sale of, any Indebtedness (other
than the Obligations) or any Equity Interests of the Company, or any of its
Subsidiaries, or of a claim for reimbursement, indemnification or contribution
arising out of or related to any such claim for damages or rescission.

         "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the
amount by which (x) the Aggregate Revolving Loan Commitment at such time exceeds
(y) the Dollar Amount of the Revolving Credit Obligations outstanding at such
time.

         "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum
of (i) the outstanding principal Dollar Amount of the Revolving Loans at such
time, plus (ii) the outstanding principal amount of the Swing Line Loans at such
time, plus (iii) the outstanding principal amount of all Competitive Bid Loans
at such time.

         "REVOLVING LOAN" is defined in Section 2.2 hereof.

         "REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of
such Lender to make Revolving Loans and to participate in Swing Line Loans not
exceeding the amount set forth on Exhibit A to this Agreement opposite its name
thereon under the heading "Revolving Loan Commitment" or the signature page of
the assignment and acceptance by which it became a Lender or, in the case of any
"New Lender", such New Lender's "Conversion Amount" under (and as


                                      -26-

<PAGE>   37



defined in) the 364-Day Finance Facility Agreement immediately prior to when
such "New Lender" becomes a Lender hereunder pursuant to Section 2.6(b), as such
amount may be modified from time to time pursuant to the terms of this Agreement
or to give effect to any applicable assignment and acceptance.

         "REVOLVING LOAN TERMINATION DATE" means July 20, 2000, or any
subsequent date to which the Revolving Loan Termination Date may have been
extended pursuant to the terms of Section 2.19.

         "RISK-BASED CAPITAL GUIDELINES" is defined in Section 4.2 hereof.

         "SALE AND LEASEBACK TRANSACTION" shall mean any lease, whether an
operating lease or a Capitalized Lease, of any property (whether real or
personal or mixed), (i) which the Company or one of its Subsidiaries sold or
transferred or is to sell or transfer to any other Person, or (ii) which the
Company or one of its Subsidiaries intends to use for substantially the same
purposes as any other property which has been or is to be sold or transferred by
the Company or one of its Subsidiaries to any other Person in connection with
such lease.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.

         "SELLING LENDER(S)" is defined in Section 2.6(b).

         "SINGLE EMPLOYER PLAN" means a Plan maintained by the Company or any
member of the Controlled Group for employees of the Company or any member of the
Controlled Group.

         "SOLVENT" means, when used with respect to any Person, that at the time
of determination:

                  (i) the fair value of its assets (both at fair valuation and
         at present fair saleable value) is equal to or in excess of the total
         amount of its liabilities, including, without limitation, contingent
         liabilities; and

                  (ii)  it is then able and expects to be able to pay its debts
         as they mature; and

                  (iii)  it has capital sufficient to carry on its business as
         conducted and as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an actual or
matured liability.

         "SUBORDINATION AGREEMENT" means that certain Subordination Agreement
(and any and all supplements thereto) executed from time to time by the Company,
each Material Subsidiary of the Company listed on Schedule 6.8 and each other
Material Subsidiary of the Company as required


                                      -27-

<PAGE>   38


pursuant to Section 7.2(K) in favor of the Administrative Agent for the benefit
of itself and the Holders of Obligations, in substantially the form of Exhibit
I-2 attached hereto, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

         "SUBSIDIARY" of a Person means (i) any corporation more than fifty
percent (50%) of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or indirectly, by such
Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (ii) any partnership, association, joint venture or
similar business organization more than fifty percent (50%) of the ownership
interests having ordinary voting power of which shall at the time be so owned or
controlled. Unless otherwise expressly provided, all references herein to a
"Subsidiary" means a Subsidiary of the Company.

         "SUBSIDIARY BORROWER" means each of the Company's Subsidiaries listed
on Schedule 1.1.4 and any other Subsidiaries of the Company duly designated by
the Company pursuant to Section 2.24 to request Advances hereunder, which
Subsidiary shall have delivered to the Administrative Agent an Assumption Letter
in accordance with Section 2.24 and such other documents as may be required
pursuant to this Agreement, in each case together with its respective successors
and assigns, including a debtor-in-possession on behalf of such Subsidiary
Borrower.

         "SUPPORTED CONTINGENT OBLIGATIONS" means those certain obligations and
liabilities supported by indemnities from Pechiney Plastic Packaging, Inc. or
guarantees from Pechiney or Waste Management, Inc., in each case as set forth on
Schedule 1.1.5.

         "SWING LINE BANK" means the Administrative Agent or any other Lender as
a successor Swing Line Bank pursuant to the terms hereof.

         "SWING LINE COMMITMENT" means the obligation of the Swing Line Bank to
make Swing Line Loans up to a maximum principal amount of $25,000,000 at any one
time outstanding.

         "SWING LINE LOAN" means a Loan made available to the Company by the
Swing Line Bank pursuant to Section 2.3 hereof.

         "SYNDICATION AGENT" means The Chase Manhattan Bank, in its capacity as
syndication agent for the loan transaction evidenced by this Agreement, together
with its successors and assigns.

         "SYNDICATION PERIOD" shall have the meaning set forth in the definition
of "Interest Period" above.

         "364-DAY CLO LENDER" means each "Lender" under (and as defined in) the
364-Day Finance Facility Agreement which has a commitment to make "Advances"
thereunder.

         "364-DAY FINANCE FACILITY AGREEMENT" means that certain 364-Day Finance
Facility Agreement dated of even date herewith by and among the Company,
Windmill Funding



                                      -28-

<PAGE>   39



Corporation and ABN AMRO Bank N.V. (individually and in its capacity as CLO
Administrative Agent), as the same may be amended, modified, supplemented and/or
restated from time to time in accordance with the terms thereof and of this
Agreement.

         "TARGET SETTLEMENT DAY" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

         "TAXES" is defined in Section 2.15(E)(i) hereof.

         "TERMINATION CONDITIONS" is defined in Section 2.19(A).

         "TERMINATION DATE" means the earlier of (a) the Revolving Loan
Termination Date, and (b) the date of termination in whole of the Aggregate
Revolving Loan Commitment pursuant to Section 2.6 hereof or the Revolving Loan
Commitments pursuant to Section 9.1 hereof.

         "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Company or any member of the Controlled
Group from a Benefit Plan during a plan year in which the Company or such
Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of the Company or any member of the Controlled Group; (iii)
the imposition of an obligation on the Company or any member of the Controlled
Group under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC or any similar
foreign governmental authority of proceedings to terminate a Benefit Plan or
Foreign Pension Plan; (v) any event or condition which constitutes grounds under
Section 4042 of ERISA which are reasonably likely to lead to the termination of,
or the appointment of a trustee to administer, any Benefit Plan; (vi) that a
foreign governmental authority shall appoint or institute proceedings to appoint
a trustee to administer any Foreign Pension Plan in place of the existing
administrator, or (vii) the partial or complete withdrawal of the Company or any
member of the Controlled Group from a Multiemployer Plan or Foreign Pension
Plan.

         "TOTAL NET INDEBTEDNESS" shall mean, as of any date of determination,
(a) the sum of (i) the aggregate indebtedness for borrowed money, guarantees and
letters of credit without duplication (but excluding the Supported Contingent
Obligations) of the Company and its Subsidiaries plus (ii) Capitalized Lease
Obligations, minus (b) the aggregate cash and Cash Equivalents of the Company
and its Subsidiaries, in each case as of such date of determination.

         "TOTAL NET INDEBTEDNESS TO CAPITAL RATIO" means, as of any date of
determination, the ratio of (a) Total Net Indebtedness, to (b) the sum of (i)
the Total Net Indebtedness plus (ii) Consolidated Net Worth, including minority
interests, in each case as of such date of determination.

         "TRANSFEREE" is defined in Section 14.5 hereof.

                                      -29-

<PAGE>   40



         "TYPE" means, with respect to any Loan, its nature as a Floating Rate
Loan or a Eurocurrency Rate Loan.

         "UNDERWRITING LENDERS" means, collectively, First Chicago, The Chase
Manhattan Bank, ABN AMRO Bank N.V., Royal Bank of Canada and Banque Nationale de
Paris.

         "UNFUNDED LIABILITIES" means (i) in the case of Single Employer Plans,
the amount (if any) by which the aggregate accumulated benefit obligations
exceeds the aggregate fair market value of assets of all Single Employer Plans
as of the most recent measurement date, all as determined under FAS 87 using the
methods and assumptions used by the Company for financial accounting purposes,
and (ii) in the case of Multiemployer Plans, the withdrawal liability that would
be incurred by the Controlled Group if all members of the Controlled Group
completely withdrew from all Multiemployer Plans.

         "UNMATURED DEFAULT" means an event which, but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

         "YEAR 2000 ISSUES" means, with respect to any Person, anticipated
costs, problems and uncertainties associated with the inability of certain
computer applications and imbedded systems to effectively handle data, including
dates, prior to, on and after January 1, 2000, as it affects the business,
operations, and financial condition of such Person, and such Person's customers,
suppliers and vendors.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Any accounting terms used in
this Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with generally accepted accounting
principles in existence as of the date hereof.

         1.2 References. Any references to Subsidiaries of the Company set forth
herein shall not in any way be construed as consent by the Administrative Agent
or any Lender to the establishment, maintenance or acquisition of any
Subsidiary, except as may otherwise be permitted hereunder.

         1.3 Supplemental Disclosure. At any time at the request of the
Administrative Agent and at such additional times as the Company determines, the
Company shall supplement each schedule or representation herein or in the other
Loan Documents with respect to any matter hereafter arising which, if existing
or occurring at the date of this Agreement, would have been required to



                                      -30-

<PAGE>   41


be set forth or described in such schedule or as an exception to such
representation or which is necessary to correct any information in such schedule
or representation which has been rendered inaccurate thereby. Unless any such
supplement to such schedule or representation discloses the existence or
occurrence of events, facts or circumstances which are not prohibited by the
terms of this Agreement or any other Loan Documents, such supplement to such
schedule or representation shall not be deemed an amendment thereof unless
expressly consented to in writing by Administrative Agent and the Required
Lenders, and no such amendments, except as the same may be consented to in a
writing which expressly includes a waiver, shall be or be deemed a waiver by the
Administrative Agent or any Lender of any Default disclosed therein. Any items
disclosed in any such supplemental disclosures shall be included in the
calculation of any limits, baskets or similar restrictions contained in this
Agreement or any of the other Loan Documents.

         1.4. Rounding and Other Consequential Changes. Without prejudice to any
method of conversion or rounding prescribed by any legislative measures of the
Council of the European Union, each reference in this Agreement to a fixed
amount or to fixed amounts in a National Currency Unit to be paid to or by the
Administrative Agent shall be replaced by a reference to such comparable and
convenient fixed amount or fixed amounts in euro as the Administrative Agent may
from time to time specify unless such National Currency Unit remains available
and the Company and the Administrative Agent agree to use such National Currency
Unit instead of the euro.

ARTICLE II:  REVOLVING LOAN FACILITIES

         2.1. Competitive Bid Advances.

         (A) Competitive Bid Option. In addition to Advances pursuant to Section
2.2, but subject to the terms and conditions of this Agreement (including,
without limitation, the limitation set forth in Section 2.1(B) as to the maximum
aggregate principal amount of all outstanding Advances hereunder), the Company
may, as set forth in this Section 2.1, request the Lenders, prior to the earlier
of the Conversion Date and the Termination Date, to make offers to make
Competitive Bid Advances to the Company in Dollars. Each Lender may, but shall
have no obligation to, make such offers and the Company may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section
2.1. The aggregate outstanding amount of Competitive Bid Advances shall reduce
the available portion of each Lender's Revolving Loan Commitment ratably in the
proportion such Lender's Pro Rata Share of the Aggregate Revolving Loan
Commitment regardless of which Lender or Lenders make such Competitive Bid
Advances.

         (B) Competitive Bid Quote Request. When the Company wishes to request
offers to make Competitive Bid Loans under this Section 2.1, it shall transmit
to the Administrative Agent by facsimile a Competitive Bid Quote Request
substantially in the form of Exhibit L hereto so as to be received no later than
(x) 10:00 a.m. (Chicago time) at least five (5) Business Days prior to the
Borrowing Date proposed therein, in the case of a Eurocurrency Auction or (y)
9:00 a.m. (Chicago time) at least one (1) Business Day prior to the Borrowing
Date proposed therein, in the case of an Absolute Rate Auction specifying:



                                      -31-
<PAGE>   42

                  (i) the proposed Borrowing Date, which shall be a Business
         Day, for the proposed Competitive Bid Advance,

                  (ii) the aggregate principal amount of such Competitive Bid
         Advance,

                  (iii) whether the Competitive Bid Quotes requested are to set
         forth a Eurocurrency Bid Rate or an Absolute Rate, or both, and

                  (iv) the Interest Period applicable thereto (which may not end
         after the Termination Date).

The Company may request offers to make Competitive Bid Loans for more than one
Interest Period in a single Competitive Bid Quote Request. No Competitive Bid
Quote Request shall be given within five (5) Business Days (or such other number
of days as the Company and the Administrative Agent may agree) of any other
Competitive Bid Quote Request. A Competitive Bid Quote Request that does not
conform substantially to the format of Exhibit L hereto shall be rejected, and
the Administrative Agent shall promptly notify the Company of such rejection by
facsimile.

         (C) Invitation for Competitive Bid Quotes. Promptly and in any event
before the close of business on the same Business Day of receipt of a
Competitive Bid Quote Request that is not rejected pursuant to Section 2.1(B),
the Administrative Agent shall send to each of the Lenders by facsimile an
Invitation for Competitive Bid Quotes substantially in the form of Exhibit M
hereto, which shall constitute an invitation by the Company to each Lender to
submit Competitive Bid Quotes offering to make the Competitive Bid Loans to
which such Competitive Bid Quote Request relates in accordance with this Section
2.1.

         (D) Submission and Contents of Competitive Bid Quotes. (i) Each Lender
may, in its sole discretion, submit a Competitive Bid Quote containing an offer
or offers to make Competitive Bid Loans in response to any Invitation for
Competitive Bid Quotes. Each Competitive Bid Quote must comply with the
requirements of this Section 2.1(D) and must be submitted to the Administrative
Agent by facsimile at its offices specified in or pursuant to Article XVII not
later than (x) 1:00 p.m. (Chicago time) at least four (4) Business Days prior to
the proposed Borrowing Date, in the case of a Eurocurrency Auction or (y) 9:00
a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute
Rate Auction (or, in either case upon reasonable prior notice to the Lenders,
such other time and date as the Company and the Administrative Agent may agree);
provided that Competitive Bid Quotes submitted by the Administrative Agent may
only be submitted if the Administrative Agent notifies the Company of the terms
of the offer or offers contained therein not later than 15 minutes prior to the
latest time at which the relevant Competitive Bid Quotes must be submitted by
the other Lenders. Subject to Articles V and XI, any Competitive Bid Quote so
made shall be irrevocable except with the written consent of the Administrative
Agent given on the instructions of the Company.

         (ii) Each Competitive Bid Quote shall be in substantially the form of
Exhibit N hereto and shall in any case specify:



                                      -32-
<PAGE>   43

                  (a) the proposed Borrowing Date, which shall be the same as
         that set forth in the applicable Invitation for Competitive Bid Quotes,

                  (b) the principal amount of the Competitive Bid Loan for which
         each such offer is being made, which principal amount (1) may be
         greater than, less than or equal to the Revolving Loan Commitment of
         the quoting Lender, (2) must be at least $5,000,000 (and
         in integral multiples of $1,000,000 if in excess thereof), and (3) may
         not exceed the principal amount of Competitive Bid Loans for which
         offers were requested,

                  (c) in the case of a Eurocurrency Auction, the Competitive Bid
         Margin offered for each such Competitive Bid Loan,

                  (d) the minimum amount, if any, of the Competitive Bid Loan
         which may be accepted by the Company,

                  (e) in the case of an Absolute Rate Auction, the Absolute Rate
         offered for each such Competitive Bid Loan,

                  (f) the identity of the quoting Lender, and

                  (g) the applicable Interest Period.

         (iii) The Administrative Agent shall reject any Competitive Bid Quote
that:

                  (a) is not substantially in the form of Exhibit N hereto or
         does not specify all of the information required by Section 2.1(D)(ii);

                  (b) contains qualifying, conditional or similar language,
         other than any such language contained in Exhibit N hereto;

                  (c) proposes terms other than or in addition to those set
         forth in the applicable Invitation for Competitive Bid Quotes; or

                  (d) arrives after the time set forth in Section 2.1(D)(i).

If any Competitive Bid Quote shall be rejected pursuant to this Section
2.1(D)(iii), then the Administrative Agent shall notify the relevant Lender of
such rejection as soon as practical.

         (E) Notice to Company. The Administrative Agent shall promptly notify
the Company of the terms (i) of any Competitive Bid Quote submitted by a Lender
that is in accordance with Section 2.1(D) and (ii) of any Competitive Bid Quote
that amends, modifies or is otherwise inconsistent with a previous Competitive
Bid Quote submitted by such Lender with respect to the same Competitive Bid
Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by
the Administrative Agent unless such subsequent Competitive Bid Quote
specifically states that it is submitted solely to correct a manifest error in
such former Competitive



                                      -33-
<PAGE>   44

Bid Quote. The Administrative Agent's notice to the Company shall specify the
aggregate principal amount of Competitive Bid Loans for which offers have been
received for each Interest Period specified in the related Competitive Bid Quote
Request and the respective principal amounts and Eurocurrency Bid Rates or
Absolute Rates, as the case may be, so offered.

         (F) Acceptance and Notice by Company. Not later than (x) 9:00 a.m.
(Chicago time) at least three (3) Business Days prior to the proposed Borrowing
Date, in the case of a Eurocurrency Auction or (y) 10:00 a.m. (Chicago time) on
the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in
either case upon reasonable prior notice to the Lenders, such other time and
date as the Company and the Administrative Agent may agree), the Company shall
notify the Administrative Agent of its acceptance or rejection of the offers so
notified to it pursuant to Section 2.1(E); provided, however, that the failure
by the Company to give such notice to the Administrative Agent shall be deemed
to be a rejection of all such offers. In the case of acceptance, such notice (a
"COMPETITIVE BID BORROWING NOTICE") shall specify the aggregate principal amount
of offers for each Interest Period that are accepted. The Company may accept any
Competitive Bid Quote in whole or in part (subject to the terms of Section
2.1(D)(ii)(d)); provided that:

                  (a) the aggregate principal amount of each Competitive Bid
         Advance may not exceed the applicable amount set forth in the related
         Competitive Bid Quote Request,

                  (b) acceptance of offers may only be made on the basis of
         ascending Eurocurrency Bid Rates or Absolute Rates, as the case may be,
         and

                  (c) the Company may not accept any offer that is described in
         Section 2.1(D)(iii) or that otherwise fails to comply with the
         requirements of this Agreement.

         (G) Allocation by Administrative Agent. If offers are made by two or
more Lenders with the same Eurocurrency Bid Rates or Absolute Rates, as the case
may be, for a greater aggregate principal amount than the amount in respect of
which offers are accepted for the related Interest Period, the principal amount
of Competitive Bid Loans in respect of which such offers are accepted shall be
allocated by the Administrative Agent among such Lenders as nearly as possible
(in such multiples, not greater than $1,000,000, as the Administrative Agent may
deem appropriate) in proportion to the aggregate principal amount of such offers
provided, however, that no Lender shall be allocated a portion of any
Competitive Bid Advance which is less than the minimum amount which such Lender
has indicated that it is willing to accept. Allocations by the Administrative
Agent of the amounts of Competitive Bid Loans shall be conclusive in the absence
of manifest error. The Administrative Agent shall promptly, but in any event on
the same Business Day, notify each Lender of its receipt of a Competitive Bid
Borrowing Notice and the aggregate principal amount of such Competitive Bid
Advance allocated to each participating Lender.

         (H) Administration Fee. The Company hereby agrees to pay to the
Administrative Agent an administration fee as detailed in the Administrative
Agent Fee Letter per each Competitive Bid Quote Request transmitted by the
Company to the Administrative Agent pursuant to Section 2.1(B). Such
administration fee shall be payable in arrears on each Payment Date hereafter,
on the


                                      -34-
<PAGE>   45

Termination Date (or such earlier date on which the Aggregate Revolving Loan
Commitment shall terminate or be canceled), and on the Facility Termination
Date, for any period then ending for which such fee, if any, shall not have been
theretofore paid.

     2.2 Revolving Loans. (A) Upon the satisfaction of the conditions precedent
set forth in Sections 5.1, 5.2 and 5.3, as applicable, from and including the
Closing Date and prior to the earlier of the Conversion Date and the Termination
Date, each Lender severally and not jointly agrees, on the terms and conditions
set forth in this Agreement, to make revolving loans to the Borrowers from time
to time, in Dollars or Eurocurrency Rate Loans in any Agreed Currency, in a
Dollar Amount not to exceed such Lender's Pro Rata Share of Revolving Credit
Availability at such time (each individually, a "REVOLVING LOAN" and,
collectively, the "REVOLVING LOANS"); provided, however, at no time shall the
Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving
Loan Commitment. Subject to the terms of this Agreement, the Borrowers may
borrow, repay and reborrow Revolving Loans at any time prior to the earlier of
the Conversion Date and the Termination Date. The Revolving Loans made on the
Closing Date or on or before the third (3rd) Business Day thereafter shall
initially be Floating Rate Loans and thereafter may be continued as Floating
Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in
Section 2.10 and subject to the other conditions and limitations therein set
forth and set forth in this Article II and set forth in the definition of
Interest Period. Revolving Loans made after the third (3rd) Business Day after
the Closing Date shall be, at the option of the applicable Borrower, selected in
accordance with Section 2.10, either Floating Rate Loans or Eurocurrency Rate
Loans. On the Termination Date, or, if the Company shall have converted the
Advances hereunder to a term loan pursuant to Section 2.19(C), on the date that
is 364 days after the Conversion Date, the applicable Borrower shall repay in
full the outstanding principal balance of the Revolving Loans. Each Advance
under this Section 2.2 shall consist of Revolving Loans made by each Lender
ratably in proportion to such Lender's respective Pro Rata Share.

     (B) Borrowing/Conversion/Continuation Notice. The applicable Borrower shall
deliver to the Administrative Agent a Borrowing/Conversion/Continuation Notice,
signed by it, in accordance with the terms of Section 2.8. The Administrative
Agent shall promptly notify each Lender with a Revolving Loan Commitment greater
than zero of such request.

     (C) Making of Revolving Loans. Promptly after receipt of the
Borrowing/Conversion/Continuation Notice under Section 2.8 in respect of
Revolving Loans, the Administrative Agent shall notify each Lender with a
Revolving Loan Commitment greater than zero by telex or telecopy, or other
similar form of transmission, of the requested Revolving Loan. Each Lender with
a Revolving Loan Commitment greater than zero shall make available its Revolving
Loan in accordance with the terms of Section 2.7. The Administrative Agent will
promptly make the funds so received from the Lenders available to the applicable
Borrower at the Administrative Agent's office in Chicago, Illinois on the
applicable Borrowing Date and shall disburse such proceeds in accordance with
the applicable Borrower's disbursement instructions set forth in such
Borrowing/Conversion/Continuation Notice. The failure of any Lender to deposit
the amount described above with the Administrative Agent on the applicable
Borrowing Date shall not relieve any other Lender of its obligations hereunder
to make its Revolving Loan on such Borrowing Date.

                                      -35-
<PAGE>   46

     2.3 Swing Line Loans. (A) Amount of Swing Line Loans. Upon the
satisfaction of the conditions precedent set forth in Section 5.1, 5.2 and 5.3,
as applicable, from and including the Closing Date and prior to the earlier of
the Conversion Date and the Termination Date, the Swing Line Bank agrees, on the
terms and conditions set forth in this Agreement, to make swing line loans to
the Company from time to time, in Dollars, in an amount not to exceed the Swing
Line Commitment (each, individually, a "SWING LINE LOAN" and collectively, the
"SWING LINE LOANS"); provided, however, at no time shall the Dollar Amount of
the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment;
and provided, further, that at no time shall the sum of (a) the Swing Line
Lender's Pro Rata Share of the Swing Line Loans, plus (b) the outstanding Dollar
Amount of Revolving Loans made by the Swing Line Bank pursuant to Section 2.2,
exceed the Swing Line Bank's Revolving Loan Commitment at such time. Subject to
the terms of this Agreement, the Company may borrow, repay and reborrow Swing
Line Loans at any time prior to the earlier of the Conversion Date and the
Termination Date.

     (B) Borrowing/Conversion/Continuation Notice. The Company shall deliver to
the Administrative Agent and the Swing Line Bank a Borrowing/Conversion/
Continuation Notice, signed by it, not later than 12:00 p.m. (Chicago time) on
the Borrowing Date of each Swing Line Loan bearing a fixed rate of interest, or
3:00 p.m. (Chicago time) on the Borrowing Date of each Swing Line Loan bearing
interest at the Floating Rate (or at such later time as may be acceptable to the
Swing Line Bank in its sole discretion), in each case, specifying (i) the
applicable Borrowing Date (which date shall be a Business Day and which may be
the same date as the date the Borrowing/Conversion/Continuation Notice is given,
and (ii) the aggregate amount of the requested Swing Line Loan which shall be an
amount not less than $1,000,000. The Swing Line Loans shall bear interest at the
Floating Rate or at a fixed rate of interest for an interest period as agreed to
by the Swing Line Bank and the Company (which interest period shall not in any
event exceed five (5) Business Days).

     (C) Making of Swing Line Loans. Promptly after receipt of the
Borrowing/Conversion/ Continuation Notice under Section 2.3(B) in respect of
Swing Line Loans, the Administrative Agent shall notify each Lender by telex or
telecopy, or other similar form of transmission, of the requested Swing Line
Loan. Not later than 4:00 p.m. (Chicago time) on the applicable Borrowing Date,
the Swing Line Bank shall make available its Swing Line Loan, in funds
immediately available in Chicago to the Administrative Agent at its address
specified pursuant to Article XV. The Administrative Agent will promptly make
the funds so received from the Swing Line Bank available to the Company on the
Borrowing Date at the Administrative Agent's aforesaid address.

     (D) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in
full by the Company (x) on or before the fifth (5th) Business Day after the
Borrowing Date for such Swing Line Loan in the case of a Swing Line Loan bearing
interest at the Floating Rate, and (y) as of the last day of the applicable
interest period in the case of a Swing Line Loan bearing interest at an agreed
upon fixed rate of interest. The Company may at any time pay, without penalty or
premium, all outstanding Swing Line Loans bearing interest at the Floating Rate,
or, in a minimum amount of $500,000 and increments of $100,000 in excess
thereof, any portion of the outstanding Swing Line Loans bearing interest at the
Floating Rate, upon notice to the Administrative Agent and the Swing Line Bank.
The Company may voluntarily prepay any outstanding Swing Line Loan

                                      -36-
<PAGE>   47

bearing a fixed rate of interest prior to the last day of the interest period
applicable thereto, subject to the indemnification provisions contained in
Section 4.4. In addition, the Administrative Agent (i) may at any time in its
sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall
(a) on the fifth (5th) Business Day after the Borrowing Date of any Swing Line
Loan bearing interest at the Floating Rate or (b) on the last day of the
applicable interest period for any Swing Line Loan bearing interest at a fixed
rate, require each Lender (including the Swing Line Bank) to make a Revolving
Loan in the amount of such Lender's Pro Rata Share of such Swing Line Loan, for
the purpose of repaying such Swing Line Loan. Not later than 2:00 p.m. (Chicago
time) on the date of any notice received pursuant to this Section 2.3(D), each
Lender shall make available its required Revolving Loan or Revolving Loans, in
funds immediately available in Chicago to the Administrative Agent at its
address specified pursuant to Article XV. Revolving Loans made pursuant to this
Section 2.3(D) shall initially be Floating Rate Loans and thereafter may be
continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in
the manner provided in Section 2.10 and subject to the other conditions and
limitations therein set forth and set forth in this Article II. Unless a Lender
shall have notified the Swing Line Bank, prior to its making any Swing Line
Loan, that any applicable condition precedent set forth in Sections 5.1, 5.2 and
5.3, as applicable, had not then been satisfied, such Lender's obligation to
make Revolving Loans pursuant to this Section 2.3(D) to repay Swing Line Loans
shall be unconditional, continuing, irrevocable and absolute and shall not be
affected by any circumstances, including, without limitation, (a) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against the Administrative Agent, the Swing Line Bank or any other Person, (b)
the occurrence or continuance of a Default or Unmatured Default, (c) any adverse
change in the condition (financial or otherwise) of the Company, or (d) any
other circumstances, happening or event whatsoever. In the event that any Lender
fails to make payment to the Administrative Agent of any amount due under this
Section 2.3(D), the Administrative Agent shall be entitled to receive, retain
and apply against such obligation the principal and interest otherwise payable
to such Lender hereunder until the Administrative Agent receives such payment
from such Lender or such obligation is otherwise fully satisfied. In addition to
the foregoing, if for any reason any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 2.3(D), such Lender
shall be deemed, at the option of the Administrative Agent, to have
unconditionally and irrevocably purchased from the Swing Line Bank, without
recourse or warranty, an undivided interest and participation in the applicable
Swing Line Loan in the amount of such Revolving Loan, and such interest and
participation may be recovered from such Lender together with interest thereon
at the Federal Funds Effective Rate for each day during the period commencing on
the date of demand and ending on the date such amount is received. On the
Termination Date, the Company shall repay in full the outstanding principal
balance of the Swing Line Loans.

     2.4 Rate Options for all Advances; Maximum Interest Periods. The Swing
Line Loans shall bear interest at the Floating Rate or at a fixed rate of
interest for an interest period as agreed to by the Swing Line Bank and the
Company (which interest period shall not in any event exceed five (5) Business
Days). The Revolving Loans may be Floating Rate Advances or Eurocurrency Rate
Advances, or a combination thereof, selected by the Company in accordance with
Section 2.10. The Company may select, in accordance with Section 2.10, Rate
Options and Interest Periods applicable to portions of the Revolving Loans;
provided that there shall be no more than twenty (20) Interest Periods in effect
with respect to all of the Loans at any time.

                                      -37-
<PAGE>   48

     2.5 Optional Payments; Mandatory Prepayments.

     (A) Optional Payments. The Company may from time to time and at any time
upon at least one (1) Business Day's prior written notice repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Advances
in an aggregate minimum amount of $15,000,000 and in integral multiples of
$1,000,000 in excess thereof. Eurocurrency Rate Advances, Eurocurrency Bid Rate
Advances and Absolute Rate Advances may be voluntarily repaid or prepaid prior
to the last day of the applicable Interest Period, subject to the
indemnification provisions contained in Section 4.4; provided, that the
applicable Borrower may not so prepay Eurocurrency Rate Advances, Eurocurrency
Bid Rate Advances or Absolute Rate Advances unless it shall have provided at
least five (5) Business Days' prior written notice to the Administrative Agent
of such prepayment.

     (B) Mandatory Prepayments of Revolving Loans. (i) If at any time and for
any reason (other than fluctuations in currency exchange rates) the Dollar
Amount of the Revolving Credit Obligations is greater than the Aggregate
Revolving Loan Commitment, the Company shall immediately make a mandatory
prepayment of the Obligations in an amount equal to such excess.

     (ii) If on the last Business Day of any month, the Dollar Amount of the
Revolving Credit Obligations exceeds one hundred percent (100%) of the Aggregate
Revolving Loan Commitment, applicable Borrower shall immediately prepay Loans
for the ratable benefit of the Lenders (to be applied to such Loans as such
Borrower shall direct at the time of such payment) in an aggregate amount such
that after giving effect thereto the Dollar Amount of the Revolving Credit
Obligations is less than or equal to the Aggregate Revolving Loan Commitment.

     (iii) Upon and simultaneously with any optional repayment or prepayment of
the "Facility Obligations" under (and as defined in) the 364-Day Finance
Facility Agreement following the Conversion Date (other than in connection with
a "Refunding Borrowing" as defined therein), the Company shall immediately
notify the Administrative Agent and the Lenders thereof and the Company agrees
to prepay the Obligations such that the outstanding principal balance of the
Loans shall be reduced by an amount such that the relative size that the
outstanding principal balance of the Loans bears to the sum of (a) the "Matured
Values" of all outstanding "Advances" held by Windmill Funding Corporation plus
(b) the aggregate principal amount of all outstanding "Advances" made or held by
the 364-Day CLO Lenders other than Windmill Funding Corporation, remains
constant.

     (iv) After each of the 5-Year Credit Agreement and the 5-Year CLO Finance
Facility Agreement have been terminated and all obligations thereunder (other
than contingent indemnification obligations) have been paid in full, if at any
time and for any reason the Company shall, or it shall permit any Subsidiary to,
consummate any Asset Sale (other than Asset Sales permitted under Sections
7.3(B)(i) and (ii)) or Sale and Leaseback Transaction which represents the
disposition, together with all other Asset Sales and Sale and Leaseback
Transactions since the Closing Date (each such Asset Sale and each such Sale and
Leaseback Transaction being valued at book value), in the aggregate of greater
than fifteen percent (15%) of the Consolidated Net Assets of the Company as of
the date of such Asset Sale or Sale and Leaseback Transaction (calculated
without giving effect to such Asset Sale or Sale and Leaseback Transaction, as
applicable) (the


                                      -38-
<PAGE>   49

"EXCESS PROCEEDS"), which Asset Sales and Sale and Leaseback Transactions shall
be permitted only so long as no Default or Unmatured Default shall have occurred
and is continuing as of the date of such transaction or, after the consummation
of the Asset Sale or Sale and Leaseback Transaction, as applicable, and after
giving effect thereto, would exist, the Aggregate Revolving Loan Commitment, if
any, shall be permanently reduced by an amount equal to the portion of such
Excess Proceeds not otherwise applied to the 5-Year Credit Agreement and the
5-Year CLO Finance Facility Agreement as required by Section 7.2(N) and the
Company shall immediately make a mandatory prepayment of the Obligations in an
amount equal to such portion of such Excess Proceeds.

     (v) All of the mandatory prepayments made under this Section 2.5(B) shall
be applied first to Floating Rate Loans and to any Eurocurrency Rate Loans
maturing on such date and then to subsequently maturing Eurocurrency Rate Loans
in order of maturity.

     2.6 Changes in Commitments.

     (a) Reductions in Commitments. The Company may permanently reduce the
Aggregate Revolving Loan Commitment in whole, or in part ratably among the
Lenders, in an aggregate minimum amount of $25,000,000 with respect thereto and
integral multiples of $5,000,000 in excess of that amount with respect thereto
(unless the Aggregate Revolving Loan Commitment is reduced in whole), upon at
least three (3) Business Day's prior written notice to the Administrative Agent,
which notice shall specify the amount of any such reduction; provided, however,
that the amount of the Aggregate Revolving Loan Commitment may not be reduced
below the aggregate principal Dollar Amount of the outstanding Revolving Credit
Obligations. All accrued facility fees shall be payable on the effective date of
any termination of all or any part the obligations of the Lenders to make Loans
hereunder.

     (b) Increases of the Aggregate Revolving Loan Commitment; Conversion of
Advances.

     (i) Applicable Definitions. The following terms shall have the following
meanings:

     "BUYING LENDER" means each Lender (including, if applicable, each New
Lender) on the Facility Conversion Date whose Pro Rata Share (as adjusted
hereunder) of the Revolving Loans is greater than the outstanding principal
balance of its outstanding Revolving Loans (including "Advances" converted to
Loans hereunder).

     "FACILITY CONVERSION DATE" shall mean any date upon which the
Administrative Agent receives written notice (a "FACILITY CONVERSION NOTICE")
from the CLO Administrative Agent that either Windmill Funding Corporation has
transferred all of the outstanding "Advances" (as defined in the 364-Day Finance
Facility Agreement) made by Windmill Funding Corporation under the 364-Day
Finance Facility Agreement to the other 364-Day CLO Lenders or Windmill Funding
Corporation has exercised its option not to make Advances under the 364-Day
Finance Facility Agreement (a "PUT EVENT"), provided on or prior to the date the
Administrative Agent receives such Facility Conversion Notice no Integration
Blockage Default shall have occurred.


                                      -39-
<PAGE>   50

     "FACILITY CONVERSION NOTICE" is defined in the definition of "Facility
Conversion Date".

     "INTEGRATION BLOCKAGE DEFAULT" means any Default or Unmatured Default which
has not been declared by a vote of the Required Lenders as defined in clause (x)
of the definition thereof, and the CLO Administrative Agent, to be inapplicable
to block the integration and equalization provisions of this Section 2.6(b)

     "PUT EVENT" is defined in the definition of "Facility Conversion Date".

     "SELLING LENDER" means each Lender (including, if applicable, each New
Lender) on the Facility Conversion Date whose Pro Rata Share (as adjusted
hereunder) of the Revolving Loans is less than the outstanding principal balance
of its outstanding Revolving Loans (including "Advances" converted to Loans
hereunder).

     (ii) Increase of Revolving Loan Commitments; Adjustment of Pro Rata Shares.
Effective upon receipt by the Administrative Agent of a Facility Conversion
Notice on a Facility Conversion Date, (A) the Aggregate Revolving Loan
Commitment (or, after the Conversion Date, the outstanding principal balance of
the Loans under this Agreement) shall be immediately and automatically increased
by an amount equal to the then effective "Maximum Matured Value" under (and as
defined in) the 364-Day Finance Facility Agreement, (B) each 364-Day CLO Lender
(other than Windmill Funding Corporation) which had a "Commitment" under (and as
defined in) the 364-Day Finance Facility Agreement (the "NEW LENDERS") shall
have a Revolving Loan Commitment (or, after the Conversion Date, a Loan) equal
to such 364-Day CLO Lender's "Conversion Amount" under (and as defined in) the
364-Day Finance Facility Agreement on the date of the Facility Conversion
Notice; provided that the Revolving Loan Commitment of each Lender hereunder
immediately prior to such Facility Conversion Date (the "EXISTING LENDERS") (or,
after the Conversion Date, the outstanding principal balance of the Loans of
each of the Existing Lenders under this Agreement) shall not be increased. On
such Facility Conversion Date, each New Lender shall immediately and
automatically be a party hereto as a Lender and shall have the rights and
obligations of a Lender hereunder. On such Facility Conversion Date, each
Existing Lender's Pro Rata Share shall immediately and automatically be adjusted
to reflect the fact that the Revolving Loan Commitment (or, after the Conversion
Date, the outstanding principal balance of the Loans of each Existing Lender
under this Agreement) of each Existing Lender (other than the New Lenders) shall
not have changed but the Aggregate Revolving Loan Commitment shall have
increased. The Company and each New Lender agrees that on such Facility
Conversion Date, the indebtedness previously owed by the Company to the New
Lenders under the 364-Day Finance Facility Agreement shall thereafter be
Obligations under this Agreement in an amount equal to the indebtedness
previously owed to the New Lenders under the 364-Day Finance Facility Agreement
and the Company shall thereafter owe such amounts to the New Lenders as Lenders
under the terms and conditions of this Agreement and no amounts shall thereafter
be owed to the New Lenders under the 364-Day Finance Facility Agreement (other
than as a result of the provisions thereof which are stated to survive the
termination of such agreement).

     (iii) Conversion of 364-Day Finance Facility Advances to Loans under the
Agreement;


                                      -40-
<PAGE>   51

Deemed Repayment/Reborrowing of all Fixed Rate Loans. On the Facility Conversion
Date all outstanding "Advances" (as defined in the 364-Day Finance Facility
Agreement) made or held by the 364-Day CLO Lenders shall be automatically
converted to Loans hereunder. In order to effect such conversion and to
facilitate the provisions of clause (iv) below, the Company shall be deemed to
have prepaid all such "Advances" that were outstanding thereunder as "Eurodollar
Advances" and all outstanding Eurocurrency Rate Advances hereunder as of the
Facility Conversion Date and reborrowed such amount as Revolving Loans
consisting of Floating Rate Advances and/or Eurocurrency Rate Advances (chosen
in accordance with the provisions of Section 2.2 and Section 2.10) and the
indemnification provisions under Section 4.4 shall apply.

     (iv) Purchases and Sales of Interests in Revolving Loans. Effective on the
Facility Conversion Date, each of the Existing Lenders and the New Lenders
agrees, on the terms set forth herein, to effect purchases and assignments of
all Revolving Loans (or, after the Conversion Date, Loans other than the Swing
Line Loans and Competitive Bid Loans) (whether previously outstanding or
converted from "Advances" under the 364-Day Finance Facility Agreement) such
that after such purchases and assignments each Lender has funded its Pro Rata
Share of all Revolving Loans (or, after the Conversion Date, Loans other than
the Swing Line Loans and Competitive Bid Loans). On the Facility Conversion
Date, each Buying Lender shall be deemed to have unconditionally and irrevocably
purchased from each Selling Lender, without recourse or warranty, an undivided
interest in each such Selling Lenders' Revolving Loans (or, after the Conversion
Date, Loans other than the Swing Line Loans and Competitive Bid Loans)
(including, as applicable, "Advances" under the 364-Day Finance Facility
Agreement that were converted to Loans hereunder), and within ten (10) Business
Days following such purchase each such Buying Lender shall pay to the
Administrative Agent for the ratable account of each such Selling Lender an
amount equal to the principal amount of the undivided interest in the Revolving
Loans (or, after the Conversion Date, Loans other than the Swing Line Loans and
Competitive Bid Loans) purchased by such Buying Lender pursuant to this Section
2.6(b).

     2.7 Method of Borrowing. Not later than 12:00 p.m. (Chicago time) on each
Borrowing Date, each Lender shall make available its Revolving Loan in
immediately available funds in the Agreed Currency to the Administrative Agent
at its address specified pursuant to Article XV, unless the Administrative Agent
has notified the Lenders that such Loan is to be made available to the Company
at the Administrative Agent's Eurocurrency Payment office, in which case each
Lender shall make available its Loan or Loans, in funds immediately available to
the Administrative Agent at its Eurocurrency Payment Office, not later than
12:00 p.m. (local time in the city of the Administrative Agent's Eurocurrency
Payment Office) in the Agreed Currency designated by the Administrative Agent.
The Administrative Agent will promptly make the funds so received from the
Lenders available to the Company at the Administrative Agent's aforesaid
address.

     2.8 Method of Selecting Types and Interest Periods for Advances. The
applicable Borrower shall select the Type of Advance and, in the case of each
Eurocurrency Rate Advance, the Interest Period and Agreed Currency applicable to
each Advance from time to time. The applicable Borrower shall give the
Administrative Agent irrevocable notice in substantially the form of Exhibit B
hereto (a "BORROWING/CONVERSION/CONTINUATION NOTICE") not later than 9:00

                                      -41-
<PAGE>   52

a.m. (Chicago time) (a) on or before the Borrowing Date of each Floating Rate
Advance, and (b) three (3) Business Days before the Borrowing Date for each
Eurocurrency Rate Advance to be made in Dollars, and (c) four (4) Business Days
before the Borrowing Date for each Eurocurrency Rate Advance to be made in any
Agreed Currency other than Dollars, specifying: (i) the Borrowing Date (which
shall be a Business Day) of such Advance; (ii) the aggregate amount of such
Advance; (iii) the Type of Advance selected; and (iv) in the case of each
Eurocurrency Rate Loan, the Interest Period and Agreed Currency applicable
thereto. Notwithstanding the foregoing, if the Company has submitted a
Competitive Bid Quote Request pursuant to Section 2.1(B), a Borrowing/Conversion
/Continuation Notice for a Floating Rate Advance may be given not later than
fifteen (15) minutes after the time which the Company is required to reject one
or more bids offered in connection with an Absolute Rate Auction pursuant to
Section 2.1(F) and a Borrowing/Conversion/Continuation Notice for a Eurocurrency
Rate Loan may be given not later than fifteen (15) minutes after the time the
Company is required to reject one or more bids offered in connection with a
Eurocurrency Auction pursuant to Section 2.1(F). The Company shall select
Interest Periods so that, to the best of the Company's knowledge, it will not be
necessary to prepay all or any portion of any Eurocurrency Rate Loan prior to
the last day of the applicable Interest Period in order to make mandatory
prepayments as required pursuant to the terms hereof. Each Floating Rate Advance
and all Obligations other than Loans shall bear interest from and including the
date of the making of such Advance, in the case of Loans, and the date such
Obligation is due and owing in the case of such other Obligations, to (but not
including) the date of repayment thereof at the Floating Rate changing when and
as such Floating Rate changes. Changes in the rate of interest on that portion
of any Advance maintained as a Floating Rate Loan will take effect
simultaneously with each change in the Alternate Base Rate. Each Eurocurrency
Rate Advance shall bear interest from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined as applicable to such
Eurocurrency Rate Advance and shall change as and when the Applicable
Eurocurrency Margin changes.

     2.9 Minimum Amount of Each Advance. Each Advance (other than an Advance to
repay Swing Line Loans) shall be in the minimum Dollar Amount of $25,000,000 (or
the Approximate Equivalent Amount of any Agreed Currency other than Dollars) and
in Dollar Amount multiples of $1,000,000 (or the Approximate Equivalent Amount
of any Agreed Currency other than Dollars) if in excess thereof, provided,
however, that any Floating Rate Advance may be in the amount of the unused
Aggregate Revolving Loan Commitment.

     2.10 Method of Selecting Types and Interest Periods for Conversion and
Continuation of Advances.

     (A) Right to Convert. The applicable Borrower may elect from time to time,
subject to the provisions of Section 2.4 and this Section 2.10, to convert all
or any part of a Loan (other than a Competitive Bid Loan) of any Type into any
other Type or Types of Loans (other than a Competitive Bid Loan); provided that
any conversion of any Eurocurrency Rate Advance shall be made on, and only on,
the last day of the Interest Period applicable thereto.

     (B) Automatic Conversion and Continuation. Floating Rate Loans shall
continue as

                                      -42-
<PAGE>   53

Floating Rate Loans unless and until such Floating Rate Loans are converted into
Eurocurrency Rate Loans. Eurocurrency Rate Loans shall continue as Eurocurrency
Rate Loans until the end of the then applicable Interest Period therefor, at
which time such Eurocurrency Rate Loans shall be automatically converted into
Floating Rate Loans unless the Company shall have given the Administrative Agent
notice in accordance with Section 2.10(D) requesting that, at the end of such
Interest Period, such Eurocurrency Rate Loans continue as a Eurocurrency Rate
Loan. Unless a Borrowing/Conversion/Continuation Notice shall have timely been
given in accordance with the terms of this Section 2.10, Eurocurrency Rate
Advances in an Agreed Currency other than Dollars shall automatically continue
as Eurocurrency Rate Advances in the same Agreed Currency with an Interest
Period of one (1) month.

     (C) No Conversion Post-Default or Post-Unmatured Default. Notwithstanding
anything to the contrary contained in Section 2.10(A) or Section 2.10(B), no
Loan may be converted into or continued as a Eurocurrency Rate Loan (except with
the consent of the Required Lenders) when any Default or Unmatured Default has
occurred and is continuing.

     (D) Borrowing/Conversion/Continuation Notice. The Company shall give the
Administrative Agent irrevocable notice (a "BORROWING/CONVERSION/CONTINUATION
NOTICE") of each conversion of a Floating Rate Loan into a Eurocurrency Rate
Loan or continuation of a Eurocurrency Rate Loan not later than 9:00 a.m.
(Chicago time) (x) three (3) Business Days prior to the date of the requested
conversion or continuation, with respect to any Loan to be converted or
continued as a Eurocurrency Rate Loan in Dollars, and (y) four (4) Business Days
prior to the date of the requested conversion or continuation with respect to
any Loan to be converted or continued as a Eurocurrency Rate Loan in an Agreed
Currency other than Dollars, specifying: (1) the requested date (which shall be
a Business Day) of such conversion or continuation; (2) the amount and Type of
the Loan to be converted or continued; and (3) the amount of Eurocurrency Rate
Loan(s) into which such Loan is to be converted or continued, the Agreed
Currency and the duration of the Interest Period applicable thereto.

     (E) Notwithstanding anything herein to the contrary, Eurocurrency Rate
Advances in an Agreed Currency may be continued as Eurocurrency Rate Advances
only in the same Agreed Currency.

     2.11 Default Rate. After the occurrence and during the continuance of a
Default, at the direction of the Required Lenders:

     (x)  the interest rate(s) applicable to the Obligations (other than
          Competitive Bid Loans) shall be equal to (a) the Eurocurrency Base
          Rate plus the highest Applicable Eurocurrency Margin plus two percent
          (2.00%) per annum for all Eurocurrency Rate Loans, and (b) the
          Alternate Base Rate for such date, changing as and when the Alternate
          Base Rate changes plus the highest Applicable Floating Rate Margin
          plus two percent (2.00%) per annum for all other such Obligations and
          fees; and

     (y)  the interest rate(s) applicable to all Competitive Bid Loans shall be
          equal to the then applicable interest rate for such Competitive Bid
          Loan plus two percent (2.00%) per

                                      -43-
<PAGE>   54


          annum.

     2.12 Method of Payment. All payments of principal, interest, fees and
commissions hereunder shall be made, without setoff, deduction or counterclaim
(unless indicated otherwise in Section 2.15(E)), in immediately available funds
to the Administrative Agent (i) at the Administrative Agent's address specified
pursuant to Article XV with respect to Advances or other Obligations denominated
in Dollars and (ii) at the Administrative Agent's Eurocurrency Payment Office
with respect to any Advance or other Obligations denominated in an Agreed
Currency other than Dollars, or at any other Lending Installation of the
Administrative Agent specified in writing by the Administrative Agent to the
Company, by 1:00 p.m. (Chicago time) on the date when due and shall be applied
(a) first, ratably among the Lenders with respect to any principal and interest
due in connection with Advances (other than Competitive Bid Advances) and (b)
second, after all amounts described in clause (a) have been satisfied, ratably
among those Lenders for whom any payment of principal and interest is due in
connection with any Competitive Bid Advances, in each case, unless such amount
is not to be shared ratably in accordance with the terms hereof. Each Advance
shall be repaid or prepaid in the Agreed Currency in which it was made in the
amount borrowed and interest payable thereon shall also be paid in such
currency. Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds which the Administrative Agent received at its
address specified pursuant to Article XV or at any Lending Installation
specified in a notice received by the Administrative Agent from such Lender. The
Company authorizes the Administrative Agent to charge the account of the Company
maintained with First Chicago, after one (1) Business Day's prior written notice
to the Company, for each payment of principal, interest, fees and commissions as
it becomes due hereunder.

     Notwithstanding the foregoing provisions of this Section, if, after the
making of any Advance in any currency other than Dollars, currency control or
exchange regulations are imposed in the country which issues such Agreed
Currency with the result that different types of such Agreed Currency (the "NEW
CURRENCY") are introduced and the type of currency in which the Advance was made
(the "ORIGINAL CURRENCY") no longer exists or any Borrower is not able to make
payment to the Administrative Agent for the account of the Lenders in such
Original Currency, then all payments to be made by the Borrowers hereunder in
such currency shall be made to the Administrative Agent in such amount and such
type of the New Currency or Dollars as shall be equivalent to the amount of such
payment otherwise due hereunder in the Original Currency, it being the intention
of the parties hereto that the Borrowers take all risks of the imposition of any
such currency control or exchange regulations. In addition, notwithstanding the
foregoing provisions of this Section, if, after the making of any Advance in any
currency other than Dollars, the applicable Borrower is not able to make payment
to the Administrative Agent for the account of the Lenders in the type of
currency in which such Advance was made because of the imposition of any such
currency control or exchange regulation, then such Advance shall instead be
repaid when due in Dollars in a principal amount equal to the Dollar Amount (as
of the date of repayment) of such Advance.

     2.13 Evidence of Debt.

                                      -44-
<PAGE>   55

     (A) Each Lender shall maintain in accordance with its usual practice an
account or accounts (a "LOAN ACCOUNT") evidencing the indebtedness of the
Borrowers to such Lender owing to such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.

     (B) The Register maintained by the Administrative Agent pursuant to Section
14.3(C) shall include a control account, and a subsidiary account for each
Lender, in which accounts (taken together) shall be recorded (i) the date and
the amount of each Loan made hereunder, the Type thereof and the Interest
Period, if any, applicable thereto, (ii) the amount and the currency of any
principal or interest due and payable or to become due and payable from the
Borrowers to each Lender hereunder, (iii) the effective date and amount of each
Assignment Agreement delivered to and accepted by it and the parties thereto
pursuant to Section 14.3, (iv) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender's
share thereof, (v) the amount of any increase in the Aggregate Revolving Loan
Commitment pursuant to Section 2.6(b), and (vi) all other appropriate debits and
credits as provided in this Agreement, including, without limitation, all fees,
charges, expenses and interest.

     (C) The entries made in the Loan Account, the Register and the other
accounts maintained pursuant to subsections (A) or (B) of this Section shall be
presumptively correct for all purposes, absent manifest error, unless the
applicable Borrower objects to information contained in the Loan Accounts, the
Register or the other accounts within thirty (30) days of the applicable
Borrower's receipt of such information; provided that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrowers to repay the Loans in
accordance with the terms of this Agreement.

     (D) Any Lender may request that the Revolving Loans or Competitive Bid
Loans made by it each be evidenced by a promissory note in substantially the
forms of Exhibit K-1 or K-2, respectively, to evidence such Lender's Revolving
Loans or Competitive Bid Loans, as applicable. In such event, the applicable
Borrower shall prepare, execute and deliver to such Lender a promissory note for
such Loans payable to the order of such Lender and in a form approved by the
Administrative Agent and consistent with the terms of this Agreement.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 14.3) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein.

     2.14 Telephonic Notices. The Borrowers authorize the Lenders and the
Administrative Agent to extend Advances, effect selections of Types of Advances
and submit Competitive Bid Quotes and to transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of the applicable Borrower. The
Borrowers agree to deliver promptly to the Administrative Agent a written
confirmation, signed by an Authorized Officer, if such confirmation is requested
by the Administrative Agent or any Lender, of each telephonic notice. If the
written confirmation differs in any material respect from the action taken by
the Administrative Agent and the Lenders, the records of the Administrative
Agent and the Lenders shall govern absent manifest error. In case of
disagreement concerning such notices, if the Administrative Agent has recorded
telephonic

                                      -45-
<PAGE>   56

borrowing notices, such recordings will be made available to the applicable
Borrower upon the Company's request therefor.

     2.15 Promise to Pay; Interest and Fees; Interest Payment Dates; Interest
and Fee Basis; Taxes; Loan and Control Accounts.

     (A) Promise to Pay. All Advances shall be paid in full by the applicable
Borrowers on the Termination Date, or, if the Company shall have converted the
Advances hereunder to a term loan pursuant to Section 2.19(C), on the date that
is 364 days after the Conversion Date; provided, that all Competitive Bid
Advances shall be paid in full by the Company on the last day of the Interest
Period applicable thereto, or, if earlier, on the Termination Date. Each
Borrower unconditionally promises to pay when due the principal amount of each
Loan and all other Obligations incurred by it, and to pay all unpaid interest
accrued thereon, in accordance with the terms of this Agreement and the other
Loan Documents.

     (B) Interest Payment Dates. Interest accrued on each Floating Rate Loan
shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof, upon any prepayment whether by acceleration or
otherwise, and at maturity (whether by acceleration or otherwise). Interest
accrued on each Fixed-Rate Loan shall be payable on the last day of its
applicable Interest Period, on any date on which the Fixed-Rate Loan is prepaid,
whether by acceleration or otherwise, and at maturity. Interest accrued on each
Fixed-Rate Loan having an Interest Period longer than three months shall also be
payable on the last day of each three-month interval during such Interest
Period. Interest accrued on the principal balance of all other Obligations shall
be payable in arrears (i) on the last day of each calendar month, commencing on
the first such day following the incurrence of such Obligation, (ii) upon
repayment thereof in full or in part, and (iii) if not theretofore paid in full,
at the time such other Obligation becomes due and payable (whether by
acceleration or otherwise).

     (C) Fees.

          (i) The Company shall pay to the Administrative Agent, for the account
     of the Lenders in accordance with their Pro Rata Shares, from and after the
     Closing Date until the Facility Termination Date, a facility fee accruing
     at the rate of the then Applicable Facility Fee Percentage, on such
     Lender's Revolving Loan Commitment (whether used or unused), or if all of
     the Revolving Loan Commitments are terminated pursuant to the terms of this
     Agreement, on the sum of (A) such Lender's Revolving Loans, plus (B) such
     Lender's Competitive Bid Advances. The facility fee shall be payable in
     arrears on each Payment Date hereafter (with the first such payment being
     calculated for the period from the date of this Agreement and ending on
     September 1, 1999), and, in addition, on the Termination Date, or with
     respect to any terminated amount, on any date the Aggregate Revolving Loan
     Commitment shall be terminated in part.

          (ii) The Company agrees to pay to the Administrative Agent, for the
     sole account of the Administrative Agent, the Lead Arrangers and the
     Underwriting Lenders (unless otherwise agreed between the Administrative
     Agent, the Lead Arrangers, the

                                      -46-
<PAGE>   57

     Underwriting Lenders and any Lender) the fees set forth in the Fee Letters,
     payable at the times and in the amounts set forth therein.

     (D) Interest and Fee Basis; Applicable Floating Rate Margin, Applicable
Eurocurrency Margin and Applicable Facility Fee Percentage.

          (i) Interest on all Fixed-Rate Loans and fees shall be calculated for
     actual days elapsed on the basis of a 360-day year. Interest on all
     Floating Rate Loans shall be calculated for actual days elapsed on the
     basis of a 365-, or when appropriate 366-, day year. Interest shall be
     payable for the day an Obligation is incurred but not for the day of any
     payment on the amount paid if payment is received prior to 2:00 p.m.
     (Chicago time) at the place of payment. If any payment of principal of or
     interest on a Loan or any payment of any other Obligations shall become due
     on a day which is not a Business Day, such payment shall be made on the
     next succeeding Business Day and, in the case of a principal payment, such
     extension of time shall be included in computing interest, fees and
     commissions in connection with such payment.

          (ii) The Applicable Floating Rate Margin, Applicable Eurocurrency
     Margin and Applicable Facility Fee Percentage shall be determined on the
     basis of the then applicable Average Total Net Indebtedness to Capital
     Ratio as described in this Section 2.15(D)(ii), from time to time by
     reference to the following table:

===============================================================================
         AVERAGE
        TOTAL NET                                                APPLICABLE
       INDEBTEDNESS            APPLICABLE        APPLICABLE       FACILITY
        TO CAPITAL              FLOATING        EUROCURRENCY        FEE
          RATIO                RATE MARGIN         MARGIN        PERCENTAGE
===============================================================================
    Greater than or
  equal to 0.50 to 1.0            0.25%             1.25%           0.25%
-------------------------------------------------------------------------------
    Greater than or
  equal to 0.45 to 1.0
and less than 0.50 to 1.0         0.00%             1.05%           0.20%
-------------------------------------------------------------------------------
    Greater than or
  equal to 0.40 to 1.0
and less than 0.45 to 1.0         0.00%             0.95%           0.175%
-------------------------------------------------------------------------------
  Less than 0.40 to 1.0           0.00%             0.85%           0.15%
===============================================================================

                                      -47-

<PAGE>   58

          Upon receipt of the financial statements delivered pursuant to
     Sections 7.1(A)(i) and (ii), as applicable, the Applicable Floating Rate
     Margin, Applicable Eurocurrency Margin and Applicable Facility Fee
     Percentage shall be adjusted, such adjustment being effective five (5)
     Business Days following the Administrative Agent's receipt of such
     financial statements and the compliance certificate required to be
     delivered in connection therewith pursuant to Section 7.1(A)(iii);
     provided, that if the Company shall not have timely delivered its financial
     statements in accordance with Section 7.1(A)(i) or (ii), as applicable,
     then commencing on the date upon which such financial statements should
     have been delivered and continuing until such financial statements are
     actually delivered, it shall be assumed for purposes of determining the
     Applicable Floating Rate Margin, Applicable Eurocurrency Margin and
     Applicable Facility Fee Percentage that the Average Total Net Indebtedness
     to Capital Ratio was greater than 0.50 to 1.0; provided, further that all
     calculations of "Average Total Net Indebtedness" under this Section 2.15(D)
     shall be made exclusive of any impact on the financial statements arising
     from Supported Contingent Obligations, unless (i) the Company shall not
     receive cash reimbursement for any and all cash payments made under any
     Supported Contingent Obligations promptly, and in any event within ninety
     (90) days, following the Company making any such payment, in which event
     "Average Total Net Indebtedness" shall thereafter be calculated by
     including the total outstanding amount of such Supported Contingent
     Obligation (to the extent unreimbursed or otherwise unsupported to the
     satisfaction of the Administrative Agent) in "Average Total Net
     Indebtedness", or (ii) any judgment is entered under Viskase Corporation v.
     American National Can Company, Civ. 93-C-7651, before the U.S. District
     Court of the Northern District of Illinois, Eastern Division or any related
     proceedings holding that the aggregate liability of the Company and its
     Subsidiaries thereunder shall be in an amount in excess of $106,000,000,
     and such judgment shall remain (x) undischarged, unvacated or unstayed or
     (y) unbonded by Pechiney or any bonding agent in reliance upon a letter of
     credit or other reimbursement obligation of Pechiney or any other Person
     other than the Company or its Subsidiaries in the amount of such aggregate
     liability, in the case of either clause (x) or (y), for a period of thirty
     (30) days or such other period permitted by court order, in which event
     "Average Total Net Indebtedness" shall thereafter be calculated by giving
     effect to the amount of such judgment which is undischarged, unvacated,
     unstayed or unbonded on the financial condition of the Company and its
     Subsidiaries.

          (iii) Notwithstanding anything herein to the contrary, from the date
     of this Agreement to but not including the fifth (5th) Business Day
     following receipt of the Company's financial statements delivered pursuant
     to Section 7.1(A)(i) for the fiscal quarter ending March 31, 2000, the
     Applicable Floating Rate Margin, Applicable Eurocurrency Margin and
     Applicable Facility Fee Percentage shall be determined based upon an
     Average Total Net Indebtedness to Capital Ratio greater than or equal to
     0.45 to 1.0 and less than or equal to 0.50 to 1.0, or, if higher, the
     Average Total Net Indebtedness to Capital Ratio calculated as of the end of
     each of the three fiscal quarters immediately following the Closing Date;
     provided, that for purposes of calculating Average Total Net Indebtedness
     for the three fiscal quarters immediately following the Closing Date,
     Average Total Net Indebtedness shall be calculated (x) for the fiscal
     quarter ending on September 30, 1999, for such fiscal quarter, (y) for the
     fiscal quarter ending on December 31, 1999,

                                      -48-
<PAGE>   59

     for the two fiscal quarter period then ending, and (z) for the fiscal
     quarter ending on March 31, 2000, for the three fiscal quarter period then
     ending.

          (iv) Notwithstanding anything herein to the contrary, in the event
     that there is any amendment to the terms of Section 3(d) of the 364-Day
     Finance Facility Agreement and the effect of such an amendment is to
     increase the "Applicable Eurodollar Rate Margins", the "Applicable Floating
     Rate Margins" and/or "Applicable Facility Fee Percentages" under (and as
     defined in) the 364-Day Finance Facility Agreement, then there shall
     automatically be effective a corresponding amendment to the terms of this
     Section 2.15(D) with respect to the Applicable Eurocurrency Rate Margins,
     Applicable Floating Rate Margins and/or Applicable Facility Fee
     Percentages.

     (E) Taxes.

          (i) Any and all payments by the Borrowers hereunder (whether in
     respect of principal, interest, fees or otherwise) shall be made free and
     clear of and without deduction for any and all present or future taxes,
     levies, imposts, deductions, charges or withholdings or any interest,
     penalties and liabilities with respect thereto including those arising
     after the date hereof as a result of the adoption of or any change in any
     law, treaty, rule, regulation, guideline or determination of a Governmental
     Authority or any change in the interpretation or application thereof by a
     Governmental Authority but excluding, in the case of each Lender and the
     Administrative Agent, such taxes (including income taxes, franchise taxes
     and branch profit taxes) as are imposed on or measured by such Lender's or
     the Administrative Agent's, as the case may be, net income by the United
     States of America or any Governmental Authority of the jurisdiction under
     the laws of which such Lender or the Administrative Agent, as the case may
     be, is organized (all such non-excluded taxes, levies, imposts, deductions,
     charges, withholdings, and liabilities which the Administrative Agent or a
     Lender determines to be applicable to this Agreement, the other Loan
     Documents, the Revolving Loan Commitments, the Loans being hereinafter
     referred to as "TAXES"). If any Borrower shall be required by law to deduct
     or withhold any Taxes from or in respect of any sum payable hereunder or
     under the other Loan Documents to any Lender or the Administrative Agent,
     (i) the sum payable shall be increased as may be necessary so that after
     making all required deductions or withholdings (including deductions
     applicable to additional sums payable under this Section 2.15(E)) such
     Lender or Agent (as the case may be) receives an amount equal to the sum it
     would have received had no such deductions or withholdings been made, (ii)
     the applicable Borrower shall make such deductions or withholdings, and
     (iii) the applicable Borrower shall pay the full amount deducted or
     withheld to the relevant taxation authority or other authority in
     accordance with applicable law. If a withholding tax of the United States
     of America or any other Governmental Authority shall be or become
     applicable (y) after the date of this Agreement, to such payments by the
     applicable Borrower made to the Lending Installation or any other office
     that a Lender may claim as its Lending Installation, or (z) after such
     Lender's selection and designation of any other Lending Installation, to
     such payments made to such other Lending Installation, such Lender shall
     use reasonable efforts to make, fund and maintain the affected Loans
     through another Lending Installation of such Lender in another jurisdiction

                                      -49-
<PAGE>   60

     so as to reduce the applicable Borrower's liability hereunder, if the
     making, funding or maintenance of such Loans through such other Lending
     Installation of such Lender does not, in the judgment of such Lender,
     otherwise adversely affect such Loans, or obligations under the Revolving
     Loan Commitments of such Lender.

          (ii) In addition, the Borrowers agree to pay any present or future
     stamp or documentary taxes or any other excise or property taxes, charges,
     or similar levies which arise from any payment made hereunder, or from the
     execution, delivery or registration of, or otherwise with respect to, this
     Agreement, the other Loan Documents, the Revolving Loan Commitments or the
     Loans (hereinafter referred to as "OTHER TAXES").

          (iii) The Company and each Subsidiary Borrower indemnifies each Lender
     and the Administrative Agent for the full amount of Taxes and Other Taxes
     (including, without limitation, any Taxes or Other Taxes imposed by any
     Governmental Authority on amounts payable under this Section 2.15(E)) paid
     by such Lender or the Administrative Agent (as the case may be) and any
     liability (including penalties, interest, and expenses) arising therefrom
     or with respect thereto, whether or not such Taxes or Other Taxes were
     correctly or legally asserted. This indemnification shall be made within
     thirty (30) days after the date such Lender or the Administrative Agent (as
     the case may be) makes written demand therefor. If the Taxes or Other Taxes
     with respect to which the Company or any Subsidiary Borrower has made
     either a direct payment to the taxation or other authority or an
     indemnification payment hereunder are subsequently refunded to any Lender,
     such Lender will return to the applicable Borrower an amount equal to the
     lesser of the indemnification payment or the refunded amount. A certificate
     as to any additional amount payable to any Lender or the Administrative
     Agent under this Section 2.15(E) submitted to the applicable Borrower and
     the Administrative Agent (if a Lender is so submitting) by such Lender or
     the Administrative Agent shall show in reasonable detail the amount payable
     and the calculations used to determine such amount and shall, absent
     manifest error, be final, conclusive and binding upon all parties hereto.
     With respect to such deduction or withholding for or on account of any
     Taxes and to confirm that all such Taxes have been paid to the appropriate
     Governmental Authorities, the applicable Borrower shall promptly (and in
     any event not later than thirty (30) days after receipt) furnish to each
     Lender and the Administrative Agent such certificates, receipts and other
     documents as may be required (in the reasonable judgment of such Lender or
     the Administrative Agent) to establish any tax credit to which such Lender
     or the Administrative Agent may be entitled.

          (iv) Within thirty (30) days after the date of any payment of Taxes or
     Other Taxes by the Company or any Subsidiary Borrower, the Company shall
     furnish to the Administrative Agent the original or a certified copy of a
     receipt evidencing payment thereof.

          (v) Without prejudice to the survival of any other agreement of the
     Company and the Subsidiary Borrowers hereunder, the agreements and
     obligations of the Borrowers contained in this Section 2.15(E) shall
     survive the payment in full of all Obligations and the termination of this
     Agreement.

                                      -50-
<PAGE>   61

          (vi) Each Lender (including any Replacement Lender or Purchaser) that
     is not created or organized under the laws of the United States of America
     or a political subdivision thereof (each a "NON-U.S. LENDER") shall deliver
     to the Company and the Administrative Agent on or before the Closing Date,
     or, if later, the date on which such Lender becomes a Lender pursuant to
     Section 14.3 hereof (and from time to time thereafter upon the request of
     the Company or the Administrative Agent, but only for so long as such
     Non-U.S. Lender is legally entitled to do so), either (1)(x) two (2) duly
     completed copies of either (A) IRS Form W-8BEN (or, if delivered on or
     before December 31, 1999, IRS Form 1001), or (B) IRS Form W-8ECI (or, if
     delivered on or before December 31, 1999, IRS Form 4224), or in either case
     an applicable successor form, and (y) for periods prior to January 1, 2000,
     a duly completed copy of IRS Form W-8 or W-9 or applicable successor form;
     or (2) in the case of a Non-U.S. Lender that is not legally entitled to
     deliver either form listed in clause (vi)(1)(x), (x) a certificate of a
     duly authorized officer of such Non-U.S. Lender to the effect that such
     Non-U.S. Lender is not (A) a "bank" within the meaning of Section
     881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the Company or
     any Subsidiary Borrower within the meaning of Section 881(c)(3)(B) of the
     Code, or (C) a controlled foreign corporation receiving interest from a
     related person within the meaning of Section 881(c)(3)(C) of the Code (such
     certificate, an "EXEMPTION CERTIFICATE") and (y) two (2) duly completed
     copies of IRS Form W-8BEN or applicable successor form. Each such Lender
     further agrees to deliver to the Company and the Administrative Agent from
     time to time a true and accurate certificate executed in duplicate by a
     duly authorized officer of such Lender in a form satisfactory to the
     Company and the Administrative Agent, before or promptly upon the
     occurrence of any event requiring a change in the most recent certificate
     previously delivered by it to the Company and the Administrative Agent
     pursuant to this Section 2.15(E)(vi). Further, each Lender which delivers a
     form or certificate pursuant to this clause (vi) covenants and agrees to
     deliver to the Company and the Administrative Agent within fifteen (15)
     days prior to the expiration of such form, for so long as this Agreement is
     still in effect, another such certificate and/or two (2) accurate and
     complete original newly-signed copies of the applicable form (or any
     successor form or forms required under the Code or the applicable
     regulations promulgated thereunder).

          Each Lender shall promptly furnish to the Company and the
     Administrative Agent such additional documents as may be reasonably
     required by any Borrower or the Administrative Agent to establish any
     exemption from or reduction of any Taxes or Other Taxes required to be
     deducted or withheld and which may be obtained without undue expense to
     such Lender. Notwithstanding any other provision of this Section 2.15(E),
     no Borrower shall be obligated to gross up any payments to any Lender
     pursuant to Section 2.15(E)(i), or to indemnify any Lender pursuant to
     Section 2.15(E)(iii), in respect of United States federal withholding taxes
     to the extent imposed as a result of (x) the failure of such Lender to
     deliver to the Company the form or forms and/or an Exemption Certificate,
     as applicable to such Lender, pursuant to Section 2.15(E)(vi), (y) such
     form or forms and/or Exemption Certificate not establishing a complete
     exemption from U.S. federal withholding tax or the information or
     certifications made therein by the Lender being untrue or inaccurate on the
     date delivered in any material respect, or (z) the Lender designating a
     successor Lending Installation at which it maintains its Loans which has
     the

                                      -51-
<PAGE>   62

     effect of causing such Lender to become obligated for tax payments in
     excess of those in effect immediately prior to such designation; provided,
     however, that the applicable Borrower shall be obligated to gross up any
     payments to any such Lender pursuant to Section 2.15(E)(i), and to
     indemnify any such Lender pursuant to Section 2.15(E)(iii), in respect of
     United States federal withholding taxes if (x) any such failure to deliver
     a form or forms or an Exemption Certificate or the failure of such form or
     forms or exemption certificate to establish a complete exemption from U.S.
     federal withholding tax or inaccuracy or untruth contained therein resulted
     from a change in any applicable statute, treaty, regulation or other
     applicable law or any interpretation of any of the foregoing occurring
     after the date hereof, which change rendered such Lender no longer legally
     entitled to deliver such form or forms or Exemption Certificate or
     otherwise ineligible for a complete exemption from U.S. federal withholding
     tax, or rendered the information or the certifications made in such form or
     forms or Exemption Certificate untrue or inaccurate in any material
     respect, (ii) the redesignation of the Lender's Lending Installation was
     made at the request of the Company or (iii) the obligation to gross up
     payments to any such Lender pursuant to Section 2.15(E)(i), or to indemnify
     any such Lender pursuant to Section 2.15(E)(iii), is with respect to a
     Purchaser that becomes a Purchaser as a result of an assignment made at the
     request of the Company.

          (vii) Upon the request, and at the expense of the Company, each Lender
     to which any Borrower is required to pay any additional amount pursuant to
     this Section 2.15(E), shall reasonably afford the applicable Borrower the
     opportunity to contest, and shall reasonably cooperate with the applicable
     Borrower in contesting, the imposition of any Tax giving rise to such
     payment; provided, that (i) such Lender shall not be required to afford the
     applicable Borrower the opportunity to so contest unless the applicable
     Borrower shall have confirmed in writing to such Lender its obligation to
     pay such amounts pursuant to this Agreement; and (ii) the Company shall
     reimburse such Lender for its reasonable attorneys' and accountants' fees
     and disbursements incurred in so cooperating with the applicable Borrower
     in contesting the imposition of such Tax; provided, however, that
     notwithstanding the foregoing, no Lender shall be required to afford any
     Borrower the opportunity to contest, or cooperate with the applicable
     Borrower in contesting, the imposition of any Taxes, if such Lender in good
     faith determines that to do so would have an adverse effect on it.

     2.16 Notification of Advances, Interest Rates, Prepayments and Aggregate
Revolving Loan Commitment Reductions. Promptly after receipt thereof, the
Administrative Agent will notify each Lender of the contents of each Aggregate
Revolving Loan Commitment reduction notice, Borrowing/Conversion/Continuation
Notice, and repayment notice received by it hereunder. The Administrative Agent
will notify the applicable Borrower and each Lender of the interest rate and
Agreed Currency applicable to each Fixed-Rate Loan promptly upon determination
of such interest rate and Agreed Currency and will give each Lender prompt
notice of each change in the Alternate Base Rate.

     2.17 Lending Installations. Each Lender may book its Loans at any Lending
Installation selected by such Lender and may change its Lending Installation
from time to time. All terms of

                                      -52-
<PAGE>   63

this Agreement shall apply to any such Lending Installation. Each Lender may, by
written or facsimile notice to the Administrative Agent and the Company,
designate a Lending Installation through which Loans will be made by it and for
whose account Loan payments are to be made.

     2.18 Non-Receipt of Funds by the Administrative Agent. Unless a Borrower or
a Lender, as the case may be, notifies the Administrative Agent prior to the
date on which it is scheduled to make payment to the Administrative Agent of (i)
in the case of a Lender, the proceeds of a Loan or (ii) in the case of any
Borrower, a payment of principal, interest or fees to the Administrative Agent
for the account of the Lenders, that it does not intend to make such payment,
the Administrative Agent may assume that such payment has been made. The
Administrative Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the applicable Borrower, as the case may be, has not in fact made
such payment to the Administrative Agent, the recipient of such payment shall,
on demand by the Administrative Agent, repay to the Administrative Agent the
amount so made available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made available by
the Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by a
Borrower, the interest rate applicable to the relevant Loan.

     2.19 Termination Date; Extension of Termination Date; Conversion to Term
Loan.

     (A) Termination Date. This Agreement shall be effective until the Facility
Termination Date. Notwithstanding the termination of this Agreement, until (A)
all of the Obligations (other than contingent indemnity obligations) shall have
been fully and indefeasibly paid and satisfied, and (B) all financing
arrangements among the Company, the Subsidiary Borrowers and the Lenders
pursuant to the Loan Documents shall have been terminated (collectively, the
"TERMINATION CONDITIONS"), all of the rights and remedies under this Agreement
and the other Loan Documents shall survive.

     (B) Extension of Termination Date. The Aggregate Revolving Loan Commitment
shall expire on the earliest of (i) the Conversion Date, (ii) the Termination
Date and (iii) the Facility Termination Date. Within the period beginning 59
days and ending 30 days before the then effective Termination Date, the Company
may request in writing that the Termination Date be extended for an additional
period of 364 days, including the then effective Termination Date as one of the
days in the calculation of days elapsed. Within 30 days after such request (such
30th day being the "CONSENT DATE"), each Lender may, in its sole discretion,
agree to such extension to a new Termination Date not more than 364 days
following such Consent Date by giving written notice of such agreement to the
Company and the Administrative Agent (and the failure to provide such notice
shall be deemed to be a decision not to extend). The Revolving Loan Commitment
of each Lender that declines to extend with respect to the Aggregate Revolving
Loan Commitment may, at the option of the Company, be replaced in accordance
with Section 14.3 (but only to the extent a replacement Lender is then
available) or the Aggregate Revolving Loan Commitment reduced. All Obligations
due to each Lender that declines to extend its Revolving Loan Commitment under
this Section 2.19(B) shall be paid in full to the Administrative Agent for the

                                      -53-
<PAGE>   64

account of each such Lender on the then effective Termination Date (without
giving effect to any such requested extension thereto). The Required Lenders and
all of the Borrowers must agree to any extension with respect to the Termination
Date for any such extension to become effective.

     (C) Conversion to Term Loan. At the Company's option upon written notice (a
"NOTICE TO CONVERT") to the Administrative Agent (who shall promptly notify each
of the Lenders), the Company may convert the then outstanding aggregate
principal amount of the Advances hereunder to a term loan. The Notice to Convert
shall expressly state the date on which such conversion shall occur (such date
being the "CONVERSION DATE") and shall be irrevocable once given and shall
constitute a representation and warranty by the Company that the conditions
contained in Sections 5.3(A) and (B) have been satisfied as of the date of such
Notice to Convert and as of the Conversion Date. Upon delivery of such Notice to
Convert, (i) the Borrowers' option to request extensions of the Termination Date
under clause (B) above, to borrow and reborrow Revolving Loans and Swing Line
Loans hereunder, and to request Competitive Bid Loans hereunder, shall
terminate, (ii) the Aggregate Revolving Loan Commitment shall be reduced to
zero, and (iii) the outstanding principal balance of all Loans hereunder shall
be due and payable on the earliest of (a) the date that is 364 days after the
Conversion Date (or, if such date of payment is not a Business Day, on the
immediately preceding Business Day), (b) the Facility Termination Date, or, if
earlier, the last day of the applicable Interest Period in the case of
Competitive Bid Loans. All references in this Agreement to Revolving Loans,
Swing Line Loans and Competitive Bid Loans shall include such loans as converted
hereunder.

     2.20 Replacement of Certain Lenders. In the event a Lender ("AFFECTED
LENDER") shall have: (i) failed to fund its Pro Rata Share of any Advance
requested by the applicable Borrower, or to fund a Revolving Loan in order to
repay Swing Line Loans pursuant to Section 2.3(D), which such Lender is
obligated to fund under the terms of this Agreement and which failure has not
been cured, (ii) requested compensation from any Borrower under Sections
2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs
incurred by such Lender which are not being incurred generally by the other
Lenders, (iii) delivered a notice pursuant to Section 4.3 claiming that such
Lender is unable to extend Eurocurrency Rate Loans to the Company for reasons
not generally applicable to the other Lenders or (iv) has invoked Section 11.2;
then, in any such case, after engagement of one or more "Replacement Lenders"
(as defined below) by the Company and/or the Administrative Agent, the Company
or the Administrative Agent may make written demand on such Affected Lender
(with a copy to the Administrative Agent in the case of a demand by the Company
and a copy to the Company in the case of a demand by the Administrative Agent)
for the Affected Lender to assign, and such Affected Lender shall use
commercially reasonable efforts to assign pursuant to one or more duly executed
Assignment Agreements five (5) Business Days after the date of such demand, to
one or more financial institutions that comply with the provisions of Section
14.3(A) which the Company or the Administrative Agent, as the case may be, shall
have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected
Lender's rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, its Revolving Loan Commitment, all
Loans owing to it, and its obligation to participate in additional Swing Line
Loans hereunder) in accordance with Section 14.3. The Administrative Agent
agrees, upon the occurrence of such events with respect to an Affected Lender
and upon the


                                      -54-
<PAGE>   65

written request of the Company, to use its reasonable efforts to obtain the
commitments from one or more financial institutions to act as a Replacement
Lender. The Administrative Agent is authorized to execute one or more of such
assignment agreements as attorney-in-fact for any Affected Lender failing to
execute and deliver the same within five (5) Business Days after the date of
such demand. Further, with respect to such assignment the Affected Lender shall
have concurrently received, in cash, all amounts due and owing to the Affected
Lender hereunder or under any other Loan Document, including, without
limitation, the aggregate outstanding principal amount of the Loans owed to such
Lender, together with accrued interest thereon through the date of such
assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to
such Affected Lender and compensation payable under Section 2.15(C) in the event
of any replacement of any Affected Lender under clause (ii) or clause (iii) of
this Section 2.20; provided that upon such Affected Lender's replacement, such
Affected Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 11.7, as well
as to any fees accrued for its account hereunder and not yet paid, and shall
continue to be obligated under Section 12.8. Upon the replacement of any
Affected Lender pursuant to this Section 2.20, the provisions of Section 9.2
shall continue to apply with respect to Loans which are then outstanding with
respect to which the Affected Lender failed to fund its Pro Rata Share and which
failure has not been cured.

     2.21 [Reserved].

     2.22 Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due from any Borrower hereunder in the
currency expressed to be payable herein (the "SPECIFIED 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 specified currency with such other currency at the Administrative
Agent's main office in Chicago, Illinois on the Business Day preceding that on
which the final, non-appealable judgment is given. The obligations of each
Borrower in respect of any sum due to any Lender or the Administrative Agent
hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Administrative Agent (as the case may
be) of any sum adjudged to be so due in such other currency such Lender or the
Administrative Agent (as the case may be) may in accordance with normal,
reasonable banking procedures purchase the specified currency with such other
currency. If the amount of the specified currency so purchased is less than the
sum originally due to such Lender or the Administrative Agent, as the case may
be, in the specified currency, each Borrower agrees, to the fullest extent that
it may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to any Lender or the Administrative Agent, as
the case may be, in the specified currency and (b) any amounts shared with other
Lenders as a result of allocations of such excess as a disproportionate payment
to such Lender under Section 13.2, such Lender or the Administrative Agent, as
the case may be, agrees to remit such excess to such Borrower.


                                      -55-
<PAGE>   66

     2.23 Market Disruption; Denomination of Amounts in Dollars; Dollar
Equivalent of Reimbursement Obligations. (A) Notwithstanding the satisfaction of
all conditions referred to in this Article II with respect to any Advance in any
Agreed Currency other than Dollars, if there shall occur on or prior to the date
of such Advance any change in national or international financial, political or
economic conditions or currency exchange rates or exchange controls which would
in the reasonable opinion of the Company, any Subsidiary Borrower,
Administrative Agent or the Required Lenders make it impracticable for the
Eurocurrency Rate Loans comprising such Advance to be denominated in the Agreed
Currency specified by the applicable Borrower, then the Administrative Agent
shall forthwith give notice thereof to such Borrower and the Lenders, or the
applicable Borrower shall give notice to the Administrative Agent and the
Lenders, as the case may be, and such Eurocurrency Rate Loans shall not be
denominated in such currency but shall be made on such Borrowing Date in
Dollars, in an aggregate principal amount equal to the Dollar Amount of the
aggregate principal amount specified in the related Borrowing Notice, as
Floating Rate Loans, unless the applicable Borrower notifies the Administrative
Agent at least one (1) Business Day before such date that (i) it elects not to
borrow on such date or (ii) it elects to borrow on such date in a different
Agreed Currency in which the denomination of such Loans would in the opinion of
the Administrative Agent and the Required Lenders be practicable and in an
aggregate principal amount equal to the Dollar Amount of the aggregate principal
amount specified in the related Borrowing Notice.

     (B) Except as set forth in Sections 2.2, 2.5 and 2.21, all amounts
referenced in this Article II shall be calculated using the Dollar Amount
determined based upon the Equivalent Amount in effect as of the date of any
determination thereof; provided, however, to the extent that any Borrower shall
be obligated hereunder to pay in Dollars any Advance denominated in a currency
other than Dollars, such amount shall be paid in Dollars using the Dollar Amount
of the Advance (calculated based upon the Equivalent Amount in effect on the
date of payment thereof) and in the event that the applicable Borrower does not
reimburse the Administrative Agent and the Lenders are required to fund a
purchase of a participation in such Advance, such purchase shall be made in
Dollars in an amount equal to the Dollar Amount of such Advance (calculated
based upon the Equivalent Amount in effect on the date of payment thereof).
Notwithstanding anything herein to the contrary, the full risk of currency
fluctuations shall be borne by the Borrowers and the Borrowers agree to
indemnify and hold harmless the Administrative Agent and the Lenders from and
against any loss resulting from any borrowing denominated in a currency other
than in Dollars and for which the Lenders are not reimbursed on the day of such
borrowing.

     2.24. Subsidiary Borrowers. The Company may at any time or from time to
time, with the consent of the Administrative Agent add as a party to this
Agreement any Subsidiary to be a "Subsidiary Borrower" hereunder by the
execution and delivery to the Administrative Agent and the Lenders of (a) a duly
completed Assumption Letter by such Subsidiary, with the written consent of the
Company at the foot thereof and (b) such other guaranty and subordinated
intercompany indebtedness documents as may be reasonably required by the
Administrative Agent, such documents with respect to any additional Subsidiaries
to be substantially similar in form and substance to the Loan Documents executed
on or about the date hereof by the Subsidiaries parties hereto as of the Closing
Date. Upon such execution, delivery and consent such Subsidiary shall for all
purposes be a party hereto as a Subsidiary Borrower as fully as if it had
executed and delivered

                                      -56-
<PAGE>   67

this Agreement. So long as the principal of and interest on any Advances made to
any Subsidiary Borrower under this Agreement shall have been repaid or paid in
full and all other obligations of such Subsidiary Borrower under this Agreement
shall have been fully performed, the Company may, by not less than five (5)
Business Days' prior notice to the Administrative Agent (which shall promptly
notify the Lenders thereof), terminate such Subsidiary Borrower's status as a
"Subsidiary Borrower".


ARTICLE III: [RESERVED]


ARTICLE IV:  CHANGE IN CIRCUMSTANCES

     4.1 Yield Protection. If any law or any governmental or quasi-governmental
rule, regulation, policy, guideline or directive (whether or not having the
force of law) adopted after the date of this Agreement and having general
applicability to all banks within the jurisdiction in which such Lender operates
(excluding, for the avoidance of doubt, the effect of and phasing in of capital
requirements or other regulations or guidelines passed prior to the date of this
Agreement), or any interpretation or application thereof by any Governmental
Authority charged with the interpretation or application thereof, or the
compliance of any Lender therewith,

          (A) subjects any Lender or any applicable Lending Installation to any
     tax, duty, charge or withholding on or from payments due from any Borrower
     (excluding taxation of the overall net income of any Lender or taxation of
     a similar basis, which are governed by Section 2.15(E)), or changes the
     basis of taxation of payments to any Lender in respect of its Revolving
     Loan Commitment, Loans or other amounts due it hereunder, or

          (B) imposes or increases or deems applicable any reserve, assessment,
     insurance charge, special deposit or similar requirement against assets of,
     deposits with or for the account of, or credit extended by, any Lender or
     any applicable Lending Installation (other than reserves and assessments
     taken into account in determining the interest rate applicable to
     Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment or
     Loans, or

          (C) imposes any other condition the result of which is to increase the
     cost to any Lender or any applicable Lending Installation of making,
     funding or maintaining its Revolving Loan Commitment or Loans or reduces
     any amount received by any Lender or any applicable Lending Installation in
     connection with its Revolving Loan Commitment or Loans, or requires any
     Lender or any applicable Lending Installation to make any payment
     calculated by reference to the amount of Revolving Loan Commitment or Loans
     held or interest received by it, by an amount deemed material by such
     Lender;

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining its Revolving Loan Commitment or Loans or to
reduce any amount received under this Agreement, then, within fifteen (15) days
after receipt by the Company or any other Borrower of


                                      -57-
<PAGE>   68

written demand by such Lender pursuant to Section 4.5, the applicable Borrowers
shall pay such Lender that portion of such increased expense incurred or
reduction in an amount received which such Lender determines is attributable to
making, funding and maintaining its Loans and its Revolving Loan Commitment.

     4.2 Changes in Capital Adequacy Regulations. If a Lender determines (i) the
amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a "Change" (as defined below), and (ii) such
increase in capital will result in an increase in the cost to such Lender of
maintaining its Revolving Loan Commitment, Loans or its obligation to make Loans
hereunder, then, within fifteen (15) days after receipt by the Company or any
other Borrower of written demand by such Lender pursuant to Section 4.5, the
applicable Borrowers shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender reasonably determines is attributable to this Agreement, its
Revolving Loan Commitment, its Loans or its obligation to make Loans hereunder
(after taking into account such Lender's policies as to capital adequacy).
"CHANGE" means (i) any change after the date of this Agreement in the
"Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance
of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or
any other capital requirements passed prior to the date hereof, or (ii) any
adoption of or change in any other law, governmental or quasi-governmental rule,
regulation, policy, guideline, interpretation, or directive (whether or not
having the force of law) after the date of this Agreement and having general
applicability to all banks and financial institutions within the jurisdiction in
which such Lender operates which affects the amount of capital required or
expected to be maintained by any Lender or any Lending Installation or any
corporation controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means (i)
the risk-based capital guidelines in effect in the United States on the date of
this Agreement, including transition rules, and (ii) the corresponding capital
regulations promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on Banking Regulation
and Supervisory Practices Entitled "International Convergence of Capital
Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

     4.3 Availability of Types of Advances. If (i) any Lender determines that
maintenance of its Eurocurrency Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation or directive, whether or not
having the force of law, or (ii) the Required Lenders determine that (x)
deposits of a type, currency or maturity appropriate to match fund Fixed-Rate
Advances are not available or (y) the interest rate applicable to a Fixed-Rate
Advance does not accurately reflect the cost of making or maintaining such an
Advance, then the Administrative Agent shall suspend the availability of the
affected Type of Advance and, in the case of any occurrence set forth in clause
(i), require any Advances of the affected Type to be repaid or converted into
another Type.

     4.4 Funding Indemnification. If any payment of a Fixed-Rate Advance occurs
on a date which is not the last day of the applicable Interest Period or of a
Swing Line Loan bearing a fixed rate of interest occurs on a date which is not
the last day of the applicable interest period, whether

                                      -58-
<PAGE>   69

because of acceleration, prepayment, or otherwise, or a Fixed-Rate Advance or
Swing Line Loan bearing a fixed rate of interest is not made on the date
specified by the applicable Borrower for any reason other than default by the
Lenders, the Borrowers indemnify each Lender for any loss or cost incurred by it
resulting therefrom, including, without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain the Fixed-Rate
Advance or Swing Line Loan, as applicable. In connection with (a) any assignment
by any Lender of any portion of the Loans made pursuant to Section 14.3 and made
during the Syndication Period, and if, notwithstanding the provisions of Section
2.4 and (b) any assignment by a Lender of any portion of the Loans made pursuant
to Section 2.6(b), the Company has requested and the Administrative Agent has
consented to the use of the Eurocurrency Rate, the Company shall be deemed to
have repaid all outstanding Eurocurrency Rate Advances as of the effective date
of such assignment and reborrowed such amount as a Floating Rate Advance and/or
Eurocurrency Rate Advance (chosen in accordance with the provisions of Section
2.4) and the indemnification provisions under this Section 4.4 shall apply.

     4.5 Lender Statements; Survival of Indemnity. If reasonably possible, each
Lender shall designate an alternate Lending Installation with respect to its
Fixed-Rate Loans to reduce any liability of any Borrower to such Lender under
Sections 4.1 and 4.2 or to avoid the unavailability of a Type of Advance under
Section 4.3, so long as such designation is not disadvantageous to such Lender.
Each Lender requiring compensation pursuant to Section 2.15(E) or to this
Article IV shall use its reasonable efforts to notify the Company and the
Administrative Agent in writing of any Change, law, policy, rule, guideline or
directive giving rise to such demand for compensation not later than ninety (90)
days following the date upon which the responsible account officer of such
Lender knows or should have known of such Change, law, policy, rule, guideline
or directive. Any demand for compensation pursuant to this Article IV shall be
in writing and shall state the amount due, if any, under Section 4.1, 4.2 or 4.4
and shall set forth in reasonable detail the calculations upon which such Lender
determined such amount. Such written demand shall be rebuttably presumed correct
for all purposes. Determination of amounts payable under such Sections in
connection with a Fixed-Rate Loan shall be calculated as though each Lender
funded its Fixed-Rate Loan through the purchase of a deposit of the type,
currency and maturity corresponding to the deposit used as a reference in
determining the Fixed-Rate applicable to such Loan, whether in fact that is the
case or not. The obligations of the Company and the other Borrowers under
Sections 4.1, 4.2 and 4.4 shall survive payment of the Obligations and
termination of this Agreement.


ARTICLE V:  CONDITIONS PRECEDENT

     5.1 Initial Advances. The Lenders shall not be required to make the initial
Loans unless (i) such initial Loans are made not later than August 16, 1999; and
(ii) the Company has furnished to the Administrative Agent each of the
following, with sufficient copies for the Lenders, all in form and substance
reasonably satisfactory to the Administrative Agent and the Lenders:

          (1) Copies of the Certificate of Incorporation of the Company, each
     Subsidiary Borrower that is a party hereto as of the Closing Date and each
     of the Guarantors (collectively, the "LOAN PARTIES"), together with all
     amendments and a certificate of good

                                      -59-
<PAGE>   70

     standing, both certified by the appropriate governmental officer in its
     jurisdiction of incorporation;

          (2) Copies, certified by the Secretary or Assistant Secretary of each
     of the Loan Parties of their respective By-Laws and of their respective
     Board of Directors' resolutions (and resolutions of other bodies, if any
     are deemed necessary by counsel for any Lender) authorizing the execution
     of the Loan Documents;

          (3) An incumbency certificate, executed by the Secretary or Assistant
     Secretary of each of the Loan Parties, which shall identify by name and
     title and bear the signature of the officers of the applicable Loan Party
     authorized to sign the Loan Documents and to make borrowings hereunder,
     upon which certificate the Lenders shall be entitled to rely until informed
     of any change in writing by the applicable Loan Party;

          (4) A certificate, in form and substance satisfactory to the
     Administrative Agent, signed by the chief financial officer of the Company,
     stating that on the date of this Agreement all the representations in this
     Agreement are true and correct in all material respects (unless such
     representation and warranty is made as of a specific date, in which case,
     such representation and warranty shall be true in all material respects as
     of such date) and no Default or Unmatured Default has occurred and is
     continuing;

          (5) The written opinions of the Loan Parties' US counsel, and, if
     applicable, foreign counsel, addressed to the Agents and the Lenders, in
     substantially the form attached hereto as Exhibit E;

          (6) Evidence reasonably satisfactory to the Arrangers that the Company
     and each of its Subsidiaries (a) has made an assessment of the Year 2000
     Issues; (b) has a program from remediating the Year 2000 Issues, including
     a timetable and budget of anticipated costs; and (c) has source of funds as
     required in such budget;

          (7) (a) The initial public offering of the Capital Stock of the
     Company shall have been completed and the capital structure and corporate
     structure of the Company and its Subsidiaries is consistent in all material
     respects with the Registration Statement, (b) there exists no injunction or
     temporary restraining order which, in the reasonable judgment of the
     Administrative Agent, would prohibit the making of the Loans and the other
     transactions contemplated by the Loan Documents or any litigation seeking
     such an injunction or restraining order and (c) the Company (1) shall have
     delivered to the Administrative Agent an executed copy of the Guarantee
     from Pechiney with respect to Viskase Corporation v. American National Can
     Company, Civ. 93-C-7651, before the U.S. District Court of the Northern
     District of Illinois, Eastern Division, in substantially the form of the
     draft faxed from counsel to the Company to counsel to the Administrative
     Agent on July 12, 1999, (2) shall have delivered to the Administrative
     Agent an executed copy of the Indemnification Agreement between ANC and
     Pechiney with respect to certain environmental liabilities in substantially
     the form of the June 22, 1999 draft faxed from counsel to the Company to
     counsel to the Administrative Agent on July 12, 1999 and (3) shall have
     delivered to the

                                      -60-
<PAGE>   71

     Administrative Agent, in form and substance reasonably acceptable to the
     Administrative Agent, an indemnification agreement from Pechiney with
     respect to the European Commission investigation matters disclosed by the
     Company to the Administrative Agent by facsimile on July 21, 1999;

          (8) Such other documents as the Administrative Agent or any Lender or
     its counsel may have reasonably requested, including, without limitation,
     all of the documents reflected on the List of Closing Documents attached as
     Exhibit F to this Agreement;

          (9) Evidence satisfactory to the Administrative Agent of the payment
     of (or of arrangements to pay concurrently with the making of the initial
     Loans) all principal, interest, fees and premiums, if any, on all loans
     outstanding under all outstanding funded debt and credit facilities of
     ANC's and each of its Subsidiaries (including, without limitation, all
     loans and other obligations owed to Pechiney or any of its affiliates, but
     excluding Permitted Existing Indebtedness) in excess of $5,000,000 and the
     termination of the applicable agreements identified on Schedule 5.1
     attached hereto;

          (10) Evidence satisfactory to the Administrative Agent that the
     Company has paid to the Underwriting Lenders and the Lead Arrangers the
     fees due and payable under the Fee Letters.

     5.2. Initial Advance to Each New Subsidiary Borrower. No Lender shall be
required to make an Advance hereunder or purchase participations in Swing Line
Loans hereunder and no Swing Line Bank shall be required to make any Swing Line
Loans hereunder, in each case, to a new Subsidiary Borrower added after the
Closing Date unless the Company has furnished or caused to be furnished to the
Administrative Agent with sufficient copies for the Lenders:

        (i) The Assumption Letter executed and delivered by such Subsidiary
            Borrower and containing the written consent of the Company at the
            foot thereof, as contemplated by Section 2.24.

       (ii) Copies, certified by the Secretary, Assistant Secretary, Director or
            Officer of the Subsidiary Borrower, of its Board of Directors'
            resolutions (and resolutions of other bodies, if any are deemed
            necessary by the Administrative Agent) approving the Assumption
            Letter.

      (iii) An incumbency certificate, executed by the Secretary, Assistant
            Secretary, Director or Officer of the Subsidiary Borrower, which
            shall identify by name and title and bear the signature of the
            officers of such Subsidiary Borrower authorized to sign the
            Assumption Letter and the other documents to be executed and
            delivered by such Subsidiary Borrower hereunder, upon which
            certificate the Administrative Agent and the Lenders shall be
            entitled to rely until informed of any change in writing by the
            Company.

       (iv) An opinion of counsel to such Subsidiary Borrower, substantially in
            the

                                      -61-
<PAGE>   72


            form of Exhibit H hereto or, in the case of a new non-domestic
            Subsidiary Borrower, in a form reasonably acceptable to the
            Administrative Agent.

        (v) Guaranty documentation and contribution agreement documentation from
            such Subsidiary Borrower in form and substance acceptable to the
            Administrative Agent.

       (vi) With respect to the initial Advance or any Swing Line Loan made to
            any Subsidiary Borrower organized under the laws of England and
            Wales, the Administrative Agent shall have received originals and/or
            copies, as applicable, of all filings required to be made and such
            other evidence as the Administrative Agent may require establishing
            to the Administrative Agent's satisfaction that each Lender, Swing
            Line Bank or Issuing Lender is entitled to receive payments under
            the Loan Documents without deduction or withholding of any English
            taxes or with such deductions and withholding of English taxes as
            may be acceptable to the Administrative Agent.

     5.3 Each Advance, Each Conversion or Continuation of an Advance. The
Lenders shall not be required to make any Advance, or convert or continue any
Advance and no Swing Line Bank shall be required to make any Swing Line Loans
hereunder, unless on the applicable Borrowing Date:

          (A) There exists no Default or Unmatured Default;

          (B) All of the representations and warranties contained in Article VI
     (other than Section 6.5 which representations and warranties shall be made
     only on the date any Advance or Swing Line Loan is made and on the
     Conversion Date) are true and correct in all material respects as of such
     Borrowing Date (unless such representation and warranty is made as of a
     specific date, in which case, such representation and warranty shall be
     true in all material respects as of such date) except for changes in the
     Schedules to this Agreement reflecting transactions permitted by or not in
     violation of this Agreement; and

          (C) The Revolving Credit Obligations do not, and after making such
     proposed Advance would not, exceed the Aggregate Revolving Loan Commitment.

     Each Borrowing/Conversion/Continuation Notice or Competitive Bid Quote
Request with respect to each such Advance shall constitute a representation and
warranty by the Company that the conditions contained in Sections 5.3(A), (B)
and (C) have been satisfied (except, in the case of any conversion or
continuation of a Loan, Section 6.5). Any Lender may require a duly completed
officer's certificate in substantially the form of Exhibit G hereto and/or a
duly completed compliance certificate in substantially the form of Exhibit H
hereto as a condition to making an Advance.


                                      -62-
<PAGE>   73

ARTICLE VI:  REPRESENTATIONS AND WARRANTIES

     In order to induce the Agents and the Lenders to enter into this Agreement
and to make the Loans and the other financial accommodations to the Borrowers
described herein, the Company represents and warrants as follows to each Lender
and the Administrative Agent as of the date of this Agreement and on the Closing
Date, giving effect to the consummation of the transactions contemplated by the
Loan Documents on the Closing Date, and thereafter on the Conversion Date and on
each date as required by Section 5.2 and 5.3:

     6.1. Organization; Corporate Powers. Each of the Company and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of its jurisdiction of formation and has all requisite authority to conduct
its business in each jurisdiction in which its business is conducted, except
where the failure to do so would not have a Material Adverse Effect.

     6.2. Authorization and Validity. As of the date of the initial funding
hereunder and at all times thereafter, the Company has the requisite power and
authority and legal right to execute and deliver the Loan Documents and to
perform its obligations thereunder. As of the date of the initial funding
hereunder and at all times thereafter, the execution and delivery by the Company
of the Loan Documents and the performance of its obligations thereunder have
been duly authorized by proper proceedings, and the Loan Documents constitute
legal, valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, except as enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.

     6.3. No Conflict; Government Consent. As of the date of the initial funding
hereunder and at all times thereafter, neither the execution and delivery by the
Company of the Loan Documents, nor the consummation of the transactions therein
contemplated, nor compliance with the provisions thereof will violate any law,
rule, regulation, order, writ, judgment, injunction, decree or award binding on
the Company or any Subsidiary or the Company's or any Subsidiary's articles of
incorporation or by-laws or other constitutive documents and agreements or the
provisions of any indenture, instrument or agreement to which the Company or any
Subsidiary is a party or is subject, or by which it, or its property, is bound,
or conflict with or constitute a default thereunder, or result in the creation
or imposition of any Lien in, of or on the property of the Company or any of its
Subsidiaries pursuant to the terms of any such indenture, instrument or
agreement. No order, consent, approval, license, authorization, or validation
of, or filing, recording or registration with, or exemption by, any governmental
or public body or authority, or any subdivision thereof, is required to
authorize the Company, or is required to be obtained by the Company in
connection with the execution, delivery and performance of, or the legality,
validity, binding effect or enforceability of, any of the Loan Documents.

     6.4. Financial Statements. The combined pro forma financial statements of
the Company and its Subsidiaries set forth in the Registration Statement,
present on a pro forma basis the financial condition of the Company and such
Subsidiaries as of such date, and reflect on a pro forma basis those liabilities
reflected in the notes thereto and resulting from consummation of the
transactions contemplated by this Agreement, and the payment or accrual of all
transaction costs

                                      -63-
<PAGE>   74


payable on the Closing Date with respect to any of the foregoing and demonstrate
that the Company and its Subsidiaries can repay their debt and satisfy their
other obligations as and when due, and can comply with the requirements of this
Agreement. The projections and assumptions expressed in the pro forma financials
as set forth in the Company's Confidential Offering Memorandum dated June, 1999
were prepared in good faith and represent management's opinion based on the
information available to the Company at the time so furnished and, since the
preparation thereof and up to the Closing Date, there has occurred no change in
the business, financial condition, operations, or prospects of the Company or
any of its Subsidiaries, or the Company and its Subsidiaries taken as a whole
which has had or could reasonably be expected to have a Material Adverse Effect.

     6.5. Material Adverse Change. (A) Except as described in the Registration
Statement, since December 31, 1998 up to the Closing Date, there has occurred no
change in the business, properties, condition (financial or otherwise),
prospects, performance or results of operations of ANC, or ANC and its
Subsidiaries taken as a whole or any other event which has had or could
reasonably be expected to have a Material Adverse Effect.

     (B) Except as described in the Registration Statement, since the Closing
Date, there has occurred no change in the business, properties, condition
(financial or otherwise), prospects, performance or results of operations of the
Company or the Company and its Subsidiaries taken as a whole or any other event
which has had or could reasonably be expected to have a Material Adverse Effect.

     6.6. Taxes. The Company and the Subsidiaries have filed all United States
federal tax returns and all other material tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Company or any Subsidiary, except such taxes, if any,
as are being contested in good faith and as to which adequate reserves have been
provided. No tax liens have been filed (other than to secure payment of
contested taxes in an amount not to exceed $5,000,000 in any one case and
$10,000,000 in the aggregate) and no claims are being asserted with respect to
any such taxes. As of the date of this Agreement, the United States income tax
returns of ANC and its Subsidiaries have been surveyed by the IRS through the
fiscal year ended December 31, 1995. The charges, accruals and reserves on the
books of the Company and the Subsidiaries in respect of any taxes or other
governmental charges are adequate.

     6.7. Litigation and Contingent Obligations. Except as set forth on Schedule
6.7 hereto, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Company or any of its Subsidiaries (i)
challenging the validity or enforceability of any material provision of the Loan
Documents or (ii) which will have or could reasonably be expected to have a
Material Adverse Effect. There is no material loss contingency within the
meaning of Agreement Accounting Principles which has not been reflected in the
consolidated financial statements of the Company prepared and delivered pursuant
to Section 7.1(A) for the fiscal period during which such material loss
contingency was incurred. To the best knowledge of the Company, neither the
Company nor any of its Subsidiaries is (A) in violation of any applicable
Requirements of Law which violation

                                      -64-
<PAGE>   75


will have or could reasonably be expected to have a Material Adverse Effect, or
(B) subject to or in default with respect to any final judgment, writ,
injunction, restraining order or order of any nature, decree, rule or regulation
of any court or Governmental Authority which will have or could reasonably be
expected to have a Material Adverse Effect.

     6.8. Subsidiaries. Schedule 6.8 hereto contains an accurate list of all of
the Subsidiaries of the Company in existence on the date of this Agreement,
setting forth their respective jurisdictions of formation and the percentage of
their respective capital stock owned by the Company or other Subsidiaries. All
of the issued and outstanding Capital Stock of such Subsidiaries have been duly
authorized and issued and are fully paid and non-assessable.

     6.9. ERISA. As at March 31, 1999 the Unfunded Liabilities of all Single
Employer Plans did not in the aggregate exceed $50,000,000. Each Single Employer
Plan complies in all material respects with all applicable requirements of law
and regulations and no Reportable Event has occurred with respect to any Single
Employer Plan having any Unfunded Liability which has or may reasonably be
expected to result in a material liability to the Company. Neither the Company
nor any other members of the Controlled Group has terminated any Single Employer
Plan without in each instance funding all vested benefit obligations thereunder.
Each member of the Controlled Group has fulfilled its minimum funding
obligations with respect to each Multiemployer Plan, except where the failure to
comply could not reasonably be expected to have a Material Adverse Effect.

     6.10. Accuracy of Information. No information, exhibit or report furnished
by the Company or any Subsidiary to any Agent or to any Lender in connection
with the negotiation of, or compliance with, the Loan Documents, including,
without limitation, the Confidential Information Memorandum, dated June 1999,
contained any material misstatement of fact or omitted to state a material fact
or any fact necessary to make the statements contained therein not materially
misleading.

     6.11. Regulation U. Margin stock (as defined in Regulation U) constitutes
less than 25% of those assets of the Company and its Subsidiaries which are
subject to any limitation on sale, pledge, or other restriction hereunder.

     6.12. Material Agreements. Neither the Company nor any of its Subsidiaries
is a party to any Contractual Obligation the performance of which would
reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any of its Subsidiaries is subject to any charter or other restriction in
any constitutive agreement or document affecting its business, properties,
financial condition, prospects or results of operations which could reasonably
be expected to have a Material Adverse Effect. Neither the Company nor any
Subsidiary is in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in (i) any Contractual
Obligation to which it is a party, which default would have a Material Adverse
Effect, or (ii) any Contractual Obligation evidencing or governing Indebtedness
in which the outstanding principal amount is equal to or in excess of
$15,000,000.

     6.13. Compliance With Laws. The Company and its Subsidiaries have, to the
best of the

                                      -65-
<PAGE>   76


knowledge and belief of the Company, complied with all Requirements of Law
except to the extent that such non-compliance would not have a Material Adverse
Effect. Neither the Company nor any Subsidiary has received any notice to the
effect that its operations are not in material compliance with any Requirements
of Law or the subject of any federal or state investigation evaluating whether
any remedial action is needed to respond to a release of any toxic or hazardous
waste or substance into the environment, which non-compliance or remedial action
would have a Material Adverse Effect.

     6.14. Ownership of Properties. On the date of this Agreement, the Company
and its Subsidiaries will have good title, free of all Liens, to all of the
properties and assets reflected in the financial statements as owned by it,
except Liens permitted under Section 7.3(C) and except for such defects of title
and Liens as could not, individually or in the aggregate, have a Material
Adverse Effect.

     6.15 Statutory Indebtedness Restrictions. Neither the Company nor any of
its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other federal or state statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated hereby.

     6.16. Environmental Matters.

     (a) Compliance: To the best of their knowledge, each of the Company and its
Subsidiaries is in compliance with all Environmental, Health or Safety
Requirements of Laws in effect in each jurisdiction where it is presently doing
business and in which the failure to so comply, in the aggregate for all such
failures, would not reasonably be likely to subject the Company to liability
that would have a Material Adverse Effect.

     (b) Liability. To the best of their knowledge, neither the Company nor any
Subsidiary is subject to any liability under the Environmental, Health or Safety
Requirements of Laws in effect in each jurisdiction where it is presently doing
business that would have a Material Adverse Effect.

     (c) Notices. Except as disclosed on Schedule 6.16, as of the date hereof,
neither the Company nor any Subsidiary has received any:

          (i) notice from any Governmental Authority by which any of the
     Company's or such Subsidiary's present or previously-owned or leased
     property has been identified in any manner by any such Governmental
     Authority as a hazardous substance disposal or removal site, "Super Fund"
     clean-up site or candidate for removal or closure pursuant to any
     Environmental, Health or Safety Requirements of Law; or

          (ii) notice of any Lien arising under or in connection with any
     Environmental, Health or Safety Requirements of Law that has attached to
     any of the Company's or such Subsidiary's owned or leased property or any
     revenues of the Company's or such Subsidiary's owned or leased property; or

                                      -66-
<PAGE>   77

          (iii) communication, written or oral, from any Governmental Authority
     concerning action or omission by the Company or such Subsidiary in
     connection with its ownership or leasing of any property resulting in the
     release of hazardous substance resulting in any violation of any
     Environmental, Health or Safety Requirements of Law;

where the effect of which, in the aggregate for all such notices and
communications, could reasonably be likely to have a Material Adverse Effect.

     6.17 Insurance. Schedule 6.17 to this Agreement accurately sets forth as of
the Closing Date all insurance policies and programs currently in effect with
respect to the respective properties and assets and business of the Company and
its Subsidiaries, specifying, for each such policy and program, (i) the amount
thereof, (ii) the risks insured against thereby, (iii) the name of the insurer
and each insured party thereunder, (iv) the expiration date thereof, and (v) any
reserves relating to any self-insurance program that is in effect. Such
insurance policies and programs reflect coverage that is reasonably consistent
with prudent industry practice.

     6.18 Labor Matters.

     As of the Closing Date, to the best of the Company's knowledge no labor
disputes, strikes or walkouts affecting the operations of the Company or any of
its Subsidiaries, is pending, or, to the Company's knowledge, threatened,
planned or contemplated which could reasonably be expected to have a Material
Adverse Effect.

     6.19 Solvency. After giving effect to (i) the Loans to be made on the
Closing Date or such other date as Loans requested hereunder are made, (ii) the
other transactions contemplated by this Agreement and the other Loan Documents
and (iii) the payment and accrual of all transaction costs with respect to the
foregoing, the Company and its Subsidiaries taken as a whole are Solvent.

     6.20 Year 2000 Issues. Each of the Company and its Subsidiaries has made an
assessment of the Year 2000 Issues and has a program for remediating the Year
2000 Issues on a timely basis. Based on this assessment and program, the Company
does not reasonably anticipate any Material Adverse Effect as a result of Year
2000 Issues.

     6.21 Representations and Warranties of each Subsidiary Borrower. Each
Subsidiary Borrower represents and warrants to the Lenders that:

     (A) Organization and Corporate Powers. Such Subsidiary Borrower (i) is a
company duly formed and validly existing and in good standing under the laws of
the state or country of its organization (such jurisdiction being hereinafter
referred to as the "HOME COUNTRY"); (ii) has the requisite power and authority
to own its property and assets and to carry on its business substantially as now
conducted except where the failure to have such requisite authority would not
have a material adverse effect on such Subsidiary Borrower; and (iii) has the
requisite power and authority and legal right to execute and deliver each Loan
Document to which it is a party and each other Loan Document to which it is a
party and the performance by it of its obligations thereunder have been duly
authorized by proper corporate proceedings.

                                      -67-
<PAGE>   78

     (B) Binding Effect. Each Loan Document executed by such Subsidiary Borrower
is the legal, valid and binding obligations of such Subsidiary Borrower
enforceable in accordance with their respective terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally and general equitable principles.

     (C) No Conflict; Government Consent. Neither the execution and delivery by
such Subsidiary Borrower of the Loan Documents to which it is a party, nor the
consummation by it of the transactions therein contemplated to be consummated by
it, nor compliance by such Subsidiary Borrower with the provisions thereof will
violate any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on such Subsidiary Borrower or any of its Subsidiaries or such
Subsidiary Borrower's or any of its Subsidiaries' memoranda or articles of
association or the provisions of any indenture, instrument or agreement to which
such Subsidiary Borrower or any of its Subsidiaries is a party or is subject, or
by which it, or its property, is bound, or conflict with or constitute a default
thereunder, or result in the creation or imposition of any lien in, of or on the
property of such Subsidiary Borrower or any of its Subsidiaries pursuant to the
terms of any such indenture, instrument or agreement in any such case which
violation, conflict, default, creation or imposition could reasonably be
expected to have a material adverse effect on such Subsidiary Borrower. No
order, consent, approval, license, authorization, or validation of, or filing,
recording or registration with, or exemption by, any governmental agency is
required to authorize, or is required in connection with the execution, delivery
and performance of, or the legality, validity, binding effect or enforceability
of, any of the Loan Documents.

     (D) Filing. To ensure the enforceability or admissibility in evidence of
this Agreement and each Loan Document to which such Subsidiary Borrower is a
party in its Home Country, it is not necessary that this Agreement or any other
Loan Document to which such Subsidiary Borrower is a party or any other document
be filed or recorded with any court or other authority in its Home Country or
that any stamp or similar tax be paid to or in respect of this Agreement or any
other Loan Document of such Subsidiary Borrower. The qualification by any Lender
or the Administrative Agent for admission to do business under the laws of such
Subsidiary Borrower's Home Country does not constitute a condition to, and the
failure to so qualify does not affect, the exercise by any Lender or the
Administrative Agent of any right, privilege, or remedy afforded to any Lender
or the Administrative Agent in connection with the Loan Documents to which such
Subsidiary Borrower is a party or the enforcement of any such right, privilege,
or remedy against Subsidiary Borrower. The performance by any Lender or the
Administrative Agent of any action required or permitted under the Loan
Documents will not (i) violate any law or regulation of such Subsidiary
Borrower's Home Country or any political subdivision thereof, (ii) result in any
tax or other monetary liability to such party pursuant to the laws of such
Subsidiary Borrower's Home Country or political subdivision or taxing authority
thereof (provided that, should any such action result in any such tax or other
monetary liability to the Lender or the Administrative Agent, the Borrowers
hereby agree to indemnify such Lender or the Administrative Agent, as the case
may be, against (x) any such tax or other monetary liability and (y) any
increase in any tax or other monetary liability which results from such action
by such Lender or the Administrative Agent and, to the extent the Borrowers make
such indemnification, the incurrence of such liability by the Administrative
Agent or any Lender will not constitute a Default) or (iii) violate any rule or
regulation of any federation or organization or similar entity of which the such
Subsidiary

                                      -68-
<PAGE>   79


Borrower's Home Country is a member.

     (E) No Immunity. Neither such Subsidiary Borrower nor any of its assets is
entitled to immunity from suit, execution, attachment or other legal process.
Such Subsidiary Borrower's execution and delivery of the Loan Documents to which
it is a party constitute, and the exercise of its rights and performance of and
compliance with its obligations under such Loan Documents will constitute,
private and commercial acts done and performed for private and commercial
purposes.

     (F) Application of Representations and Warranties. It is understood and
agreed by the parties hereto that the representations and warranties of each
Subsidiary Borrower in this Section 6.21 shall only be applicable to such
Subsidiary Borrower on and after the date of its execution of an Assumption
Letter.

     6.22 Indebtedness of the Company. As of the Closing Date, the Company has
not created, incurred or suffered to exist any Indebtedness (other than standby
letters of credit and uncommitted overnight credit lines) in an amount in excess
of $5,000,000 except as described in Schedule 6.22 hereto. At no time since the
Closing Date has the Company amended, restated, refinanced or otherwise modified
any of the Indebtedness described in Schedule 6.22 except pursuant to Permitted
Refinancing Indebtedness or payments made to reduce the Indebtedness.

     6.23 Foreign Employee Benefit Matters. (a) Each Foreign Employee Benefit
Plan is in compliance in all material respects with all laws, regulations and
rules applicable thereto and the respective requirements of the governing
documents for such Plan; (b) the aggregate of the accumulated benefit
obligations under all Foreign Pension Plans does not exceed to any material
extent the current fair market value of the assets held in the trusts or similar
funding vehicles for such Plans; (c) with respect to any Foreign Employee
Benefit Plan maintained or contributed to by the Company or any Subsidiary or
any member of its Controlled Group (other than a Foreign Pension Plan),
reasonable reserves have been established in accordance with prudent business
practice or where required by ordinary accounting practices in the jurisdiction
in which such Plan is maintained; and (d) there are no material actions, suits
or claims (other than routine claims for benefits) pending or, to the knowledge
of the Company and its Subsidiaries, threatened against the Company or any
Subsidiary of it or any member of its Controlled Group with respect to any
Foreign Employee Benefit Plan. For purposes of this Section 6.23, the term
"material" shall have the meaning set forth in Section 7.1(D).


ARTICLE VII:  COVENANTS

     The Company covenants and agrees that so long as any Revolving Loan
Commitments are outstanding and thereafter until payment in full of all of the
Obligations (other than contingent indemnity obligations), unless the Required
Lenders shall otherwise give prior written consent:

     7.1 Reporting. The Company shall:

     (A) Financial Reporting. Furnish to the Agents and the Lenders:

                                      -69-
<PAGE>   80

          (i) Quarterly Reports. As soon as practicable and in any event within
     forty-five (45) days after the end of the first three quarterly periods of
     each of its fiscal years, for itself and the Subsidiaries, consolidated
     unaudited balance sheets as at the end of each such period and consolidated
     statement of income and consolidated statement of changes in owners'
     equity, and a statement of cash flows for the period from the beginning of
     such fiscal year to the end of such quarter, presented on the same basis as
     described in Section 7.1(A)(ii) and on a comparative basis with the
     statements for such period in the prior fiscal year of the Company.

          (ii) Annual Reports. As soon as practicable, and in any event within
     ninety (90) days after the end of each of its fiscal years, an audit
     report, certified by internationally recognized independent certified
     public accountants, prepared in accordance with generally accepted
     accounting principles, on a consolidated basis for itself and the
     Subsidiaries, including balance sheets as of the end of such period,
     related statement of income and consolidated statement of changes in
     owners' equity, and a statement of cash flows, which audit report shall be
     unqualified and shall state that such financial statements fairly present
     the consolidated financial position of the Company and its Subsidiaries as
     at the dates indicated and the results of operations and cash flows for the
     periods indicated in conformity with generally accepted accounting
     principles and that the examination by such accountants in connection with
     such consolidated financial statements has been made in accordance with
     generally accepted auditing standards.

          (iii) Officer's Certificate. Together with each delivery of any
     financial statement (a) pursuant to clauses (i) and (ii) of this Section
     7.1(A), an Officer's Certificate of the Company, substantially in the form
     of Exhibit G attached hereto and made a part hereof, stating that as of the
     date of such Officer's Certificate no Default or Unmatured Default exists,
     or if any Default or Unmatured Default exists, stating the nature and
     status thereof and (b) pursuant to clauses (i) and (ii) of this Section
     7.1(A), a compliance certificate, substantially in the form of Exhibit H
     attached hereto and made a part hereof, signed by the Company's chief
     financial officer, chief accounting officer or treasurer, setting forth
     calculations for the period then ended for Section 2.5(B), if applicable,
     which demonstrate compliance, when applicable, with the provisions of
     Sections 7.3(A) through (G) and Section 7.4, and which calculate the
     Average Total Net Indebtedness to Capital Ratio for purposes of determining
     the then Applicable Floating Rate Margin, Applicable Eurocurrency Margin
     and Applicable Facility Fee Percentage.

     (B) Notice of Default. Promptly upon any of the chief executive officer,
chief operating officer, chief financial officer, treasurer or controller of the
Company obtaining actual knowledge (i) of any condition or event which
constitutes a Default or Unmatured Default, or becoming aware that any Lender or
Administrative Agent has given any written notice to any Authorized Officer with
respect to a claimed Default or Unmatured Default under this Agreement, or (ii)
that any Person has given any written notice to any Authorized Officer or any
Subsidiary of the Company or taken any other action with respect to a claimed
default or event or condition of the type referred to in Section 8.1(E), the
Company shall deliver to the Administrative Agent and the Lenders an Officer's
Certificate specifying (a) the nature and period of existence of any such
claimed default,

                                      -70-
<PAGE>   81

Default, Unmatured Default, condition or event, (b) the notice given or action
taken by such Person in connection therewith, and (c) what action the Company
has taken, is taking and proposes to take with respect thereto.

     (C) Lawsuits. (i) Promptly upon the Company obtaining actual knowledge of
the institution of, or written threat of, any action, suit, proceeding,
governmental investigation or arbitration, by or before any Governmental
Authority, against or affecting the Company or any of its Subsidiaries or any
property of the Company or any of its Subsidiaries not previously disclosed
pursuant to Section 6.7, which action, suit, proceeding, governmental
investigation or arbitration exposes, or in the case of multiple actions, suits,
proceedings, governmental investigations or arbitrations arising out of the same
general allegations or circumstances which expose, in the Company's reasonable
judgment, the Company or any of its Subsidiaries to liability in an amount
aggregating $15,000,000 or more (exclusive of claims covered by insurance
policies of the Company or any of its Subsidiaries unless the insurers of such
claims have disclaimed coverage or reserved the right to disclaim coverage on
such claims and exclusive of claims covered by the indemnity of a financially
responsible indemnitor in favor of the Company or any of its Subsidiaries unless
the indemnitor has disclaimed or reserved the right to disclaim coverage
thereof), give written notice thereof to the Administrative Agent and the
Lenders and provide such other information as may be reasonably available to
enable each Lender and the Administrative Agent and its counsel to evaluate such
matters; and (ii) in addition to the requirements set forth in clause (i) of
this Section 7.1(C), upon request of the Administrative Agent or the Required
Lenders, promptly give written notice of the status of any action, suit,
proceeding, governmental investigation or arbitration covered by a report
delivered pursuant to clause (i) above and provide such other information as may
be reasonably available to it that would not jeopardize any attorney- client
privilege by disclosure to the Lenders to enable each Lender and the
Administrative Agent and its counsel to evaluate such matters.

     (D) ERISA Notices. Deliver or cause to be delivered to the Administrative
Agent and the Lenders, at the Company's expense, the following information and
notices as soon as reasonably possible, and in any event:

          (i) (a) within ten (10) Business Days after the Company obtains
     knowledge that a Termination Event has occurred, a written statement of the
     chief financial officer, treasurer or designee of the Company describing
     such Termination Event and the action, if any, which the Company has taken,
     is taking or proposes to take with respect thereto, and when known, any
     action taken or threatened by the IRS, DOL or PBGC with respect thereto and
     (b) within ten (10) Business Days after any member of the Controlled Group
     obtains knowledge that a Termination Event has occurred which could
     reasonably be expected to subject the Company to liability in excess of
     $25,000,000, a written statement of the chief financial officer, treasurer
     or designee of the Company describing such Termination Event and the
     action, if any, which the member of the Controlled Group has taken, is
     taking or proposes to take with respect thereto, and when known, any action
     taken or threatened by the IRS, DOL or PBGC with respect thereto;

          (ii) within ten (10) Business Days after the Company or any of its
     Material

                                      -71-
<PAGE>   82


     Subsidiaries obtains knowledge that a material prohibited transaction
     (defined in Sections 406 of ERISA and Section 4975 of the Code) has
     occurred, a statement of the chief financial officer, treasurer or designee
     of the Company describing such transaction and the action which the Company
     or such Subsidiary has taken, is taking or proposes to take with respect
     thereto;

          (iii) within ten (10) Business Days after the material increase in the
     benefits of any existing Benefit Plan or the establishment of any new
     material Benefit Plan or the commencement of, or obligation to commence,
     material contributions to any Benefit Plan or Multiemployer Plan to which
     the Company or any member of the Controlled Group was not previously
     contributing, notification of such increase, establishment, commencement or
     obligation to commence and the amount of such contributions;

          (iv) within ten (10) Business Days after the Company or any of its
     Material Subsidiaries receives notice of any unfavorable determination
     letter from the IRS regarding the qualification of a Plan under Section
     401(a) of the Code, copies of each such letter;

          (v) within ten (10) Business Days after the establishment of any
     material foreign employee benefit plan (other than the establishment of a
     defined contribution plan under English law within one hundred eighty (180)
     days of the Closing Date) or the commencement of, or obligation to
     commence, material contributions to any foreign employee benefit plan to
     which the Company or any Material Subsidiary was not previously
     contributing, notification of such establishment, commencement or
     obligation to commence and the amount of such contributions;

          (vi) within ten (10) Business Days after the filing thereof with the
     DOL, IRS or PBGC, copies of each annual report (form 5500 series),
     including Schedule B thereto, filed with respect to each Benefit Plan;

          (vii) within ten (10) Business Days after receipt by the Company or
     any member of the Controlled Group of each actuarial report for any Benefit
     Plan or Multiemployer Plan and each annual report for any Multiemployer
     Plan, copies of each such report;

          (viii) within ten (10) Business Days after the filing thereof with the
     IRS, a copy of each funding waiver request filed with respect to any
     Benefit Plan and all communications received by the Company or a member of
     the Controlled Group with respect to such request;

          (ix) within ten (10) Business Days after receipt by the Company or any
     member of the Controlled Group of the PBGC's intention to terminate a
     Benefit Plan or to have a trustee appointed to administer a Benefit Plan,
     copies of each such notice;

          (x) within ten (10) Business Days after receipt by the Company or any
     member of the Controlled Group of a notice from a Multiemployer Plan
     regarding the imposition of material withdrawal liability, copies of each
     such notice;

                                      -72-
<PAGE>   83

          (xi) within ten (10) Business Days after the Company or any member of
     the Controlled Group fails to make a required installment or any other
     required payment under Section 412 of the Code on or before the due date
     for such installment or payment, a notification of such failure;

          (xii) within ten (10) Business Days after the establishment of any
     Foreign Employee Benefit Plan or the commencement of, or obligation to
     commence, contributions to any Foreign Employee Benefit Plan to which the
     Company or any Subsidiary was not previously contributing, where the
     aggregate annual contributions to such Plan(s) resulting therefrom are or
     could reasonably be expected to be material, notification of such
     establishment, commencement or obligation to commence and the amount of
     such contributions; and

          (xiii) within ten (10) Business Days after the Company or any member
     of the Controlled Group knows that (a) a material Multiemployer Plan has
     been terminated, (b) the administrator or plan sponsor of a Multiemployer
     Plan intends to terminate a material Multiemployer Plan, or (c) the PBGC
     has instituted or will institute proceedings under Section 4042 of ERISA to
     terminate a material Multiemployer Plan.

For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the administrator of any Plan which is a Single Employer Plan. In addition, for
purposes of this Section 7.1(D), "material" means any noncompliance or basis for
liability which could reasonably be likely to subject the Company or any of its
Subsidiaries to liability, individually or in the aggregate, in excess of
$25,000,000.

     (E) Labor Matters. Notify the Administrative Agent and the Lenders in
writing, promptly upon an Authorized Officer learning of (i) any material labor
dispute to which the Company or any of its Subsidiaries may become a party,
including, without limitation, any strikes, lockouts or other disputes relating
to such Persons' plants and other facilities and (ii) any material Worker
Adjustment and Retraining Notification Act liability incurred with respect to
the closing of any plant or other facility of the Company or any of its
Subsidiaries.

     (F) Other Indebtedness. Deliver to the Administrative Agent (i) a copy of
each regular report, notice or communication regarding potential or actual
defaults (including any accompanying officer's certificate) delivered by or on
behalf of the Company to the holders of funded Indebtedness with an aggregate
outstanding principal amount in excess of $15,000,000 pursuant to the terms of
the agreements governing such Indebtedness, such delivery to be made at the same
time and by the same means as such notice of default is delivered to such
holders, and (ii) a copy of each notice or other communication received by the
Company from the holders of funded Indebtedness with an aggregate outstanding
principal amount in excess of $10,000,000 regarding potential or actual defaults
pursuant to the terms of such Indebtedness, such delivery to be made promptly
after such notice or other communication is received by the Company.

     (G) Other Reports. Deliver or cause to be delivered to the Administrative
Agent and the Lenders copies of (i) all financial statements, reports and
non-routine notices, if any, sent or made

                                      -73-
<PAGE>   84


available generally by the Company to its securities holders or filed with the
Commission by the Company, and (ii) all notifications received from the
Commission by the Company or its Subsidiaries pursuant to the Securities
Exchange Act of 1934 and the rules promulgated thereunder other than routine
reminders or notices that do not relate to specific violations of rules
promulgated by the Commission. Company shall include the Administrative Agent
and the Lenders on its standard distribution lists for all press releases made
available generally by the Company or any of the Company's Subsidiaries to the
public concerning material developments in the business of the Company or any
such Subsidiary.

     (H) Environmental Notices. As soon as possible and in any event within
thirty (30) days after receipt by the Company, deliver to the Administrative
Agent and the Lenders a copy of (i) any notice or claim to the effect that the
Company or any of its Subsidiaries is or may be liable to any Person as a result
of the Release by the Company, any of its Subsidiaries, or any other Person of
any Contaminant into the environment, and (ii) any notice alleging any violation
of any Environmental, Health or Safety Requirements of Law by the Company or any
of its Subsidiaries if, in either case, such notice or claim relates to an event
which could reasonably be expected to subject the Company and each of its
Subsidiaries to liability individually or in the aggregate in excess of
$10,000,000.

     (I) Other Information. Promptly upon receiving a request therefor from the
Administrative Agent, prepare and deliver to the Administrative Agent and the
Lenders such other information with respect to the Company or any of its
Subsidiaries, including, without limitation, schedules identifying any Asset
Sale or Financing (and the use of the Net Cash Proceeds thereof), as from time
to time may be reasonably requested by the Administrative Agent except for such
information as is customarily and reasonably regarded by the Company as
confidential.

     7.2 Affirmative Covenants.

     (A) Corporate Existence, Etc. Except as permitted pursuant to Section
7.3(I), the Company shall, and shall cause each of its Material Subsidiaries to,
at all times maintain its corporate existence and preserve and keep, or cause to
be preserved and kept, in full force and effect its rights and franchises
material to its businesses.

     (B) Corporate Powers; Conduct of Business. The Company shall, and shall
cause each of its Material Subsidiaries to, qualify and remain qualified to do
business in each jurisdiction in which the nature of its business requires it to
be so qualified and where the failure to be so qualified will have or could
reasonably be expected to have a Material Adverse Effect. The Company will, and
will cause each Material Subsidiary to, carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise
as it is presently conducted.

     (C) Compliance with Laws, Etc. The Company shall, and shall cause its
Material Subsidiaries to, (a) comply with all Requirements of Law and all
restrictive covenants affecting such Person or the business, prospects,
properties, assets or operations of such Person, and (b) obtain as needed all
permits necessary for its operations and maintain such permits in good

                                      -74-
<PAGE>   85


standing unless failure to comply or obtain such permits could not reasonably be
expected to have a Material Adverse Effect.

     (D) Payment of Taxes and Claims; Tax Consolidation. The Company shall pay,
and cause each of its Subsidiaries to pay, (i) all material taxes, assessments
and other governmental charges imposed upon it or on any of its properties or
assets or in respect of any of its franchises, business, income or property
before any penalty or interest accrues thereon, and (ii) all claims (including,
without limitation, claims for labor, services, materials and supplies) for
material sums which have become due and payable and which by law have or may
become a Lien (other than a Lien permitted by Section 7.3(C)) upon any of the
Company's or such Subsidiary's property or assets, prior to the time when any
penalty or fine shall be incurred with respect thereto; provided, however, that
no such taxes, assessments and governmental charges referred to in clause (i)
above or claims referred to in clause (ii) above (and interest, penalties or
fines relating thereto) need be paid if being contested in good faith by
appropriate proceedings diligently instituted and conducted and if such reserve
or other appropriate provision, if any, as shall be required in conformity with
Agreement Accounting Principles shall have been made therefor.

     (E) Insurance. The Company will maintain, and will cause to be maintained
on behalf of each of its Material Subsidiaries, insurance coverage by
financially sound and reputable insurance companies or associations, against
such casualties and contingencies, of such types (including public liability,
larceny and embezzlement or other criminal misappropriation insurance) and in
such amounts as are customary for companies engaged in similar businesses and
owning and operating similar properties, it being understood that the Company
and its Material Subsidiaries may self-insure against hazards and risks with
respect to which, and in such amounts, as the Company in good faith determines
prudent and consistent with sound financial practice, and as are customary for
companies engaged in similar businesses and owning and operating similar
properties. The Company shall furnish to any Lender upon request full
information as to the insurance carried.

     (F) Inspection of Property; Books and Records; Discussions. The Company
shall permit and cause each of the Company's Subsidiaries to permit, any
authorized representative(s) designated by either the Administrative Agent or
any Lender to visit and inspect, for a reasonable purpose, any of the properties
of the Company or any of its Subsidiaries, to examine, audit, check and make
copies of their respective financial and accounting records, books, journals,
orders, receipts and any correspondence and other data relating to their
respective businesses or the transactions contemplated hereby (including,
without limitation, in connection with environmental compliance, hazard or
liability), and to discuss their affairs, finances and accounts with their
officers and, with the consent of the Company (which consent shall not be
unreasonably withheld and which consent shall in any event not be required if a
Default or Unmatured Default shall have occurred and is continuing), their
independent certified public accountants, all upon reasonable notice and at such
reasonable times during normal business hours, as often as may be reasonably
requested. The Company shall keep and maintain, and cause each of the Company's
Subsidiaries to keep and maintain, in all material respects, proper books of
record and account in which entries in conformity with Agreement Accounting
Principles shall be made of all dealings and transactions in relation to their
respective businesses and activities. If a Default has occurred and is
continuing,

                                      -75-
<PAGE>   86


the Company, upon the Administrative Agent's reasonable request, shall provide
copies of such records to the Administrative Agent or its representatives.

     (G) ERISA Compliance. The Company shall, and shall cause each of the
Company's Material Subsidiaries to, establish, maintain and operate all Plans to
comply in all material respects with the provisions of ERISA, the Code, all
other applicable laws, and the regulations and interpretations thereunder and
the respective requirements of the governing documents for such Plans.

     (H) Maintenance of Property. The Company shall cause all property used or
useful in the conduct of its business or the business of any Material Subsidiary
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and shall cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times
and except to the extent that the failure to so maintain such property could not
be reasonably expected to have a Material Adverse Effect; provided, however,
that nothing in this Section 7.2(H) shall prevent the Company from discontinuing
the operation or maintenance of any of such property if such discontinuance is,
in the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary.

     (I) Environmental Compliance. The Company and its Subsidiaries shall use
its best efforts to comply with all Environmental, Health or Safety Requirements
of Law, except where noncompliance will not have or is not reasonably likely to
have a Material Adverse Effect.

     (J) Use of Proceeds. The Borrowers shall use the proceeds of the Advances
to provide funds for the additional working capital needs and other general
corporate purposes of the Company and its Subsidiaries, including, without
limitation, the financing of Permitted Acquisitions. The Company will not, nor
will it permit any Subsidiary to, use any of the proceeds of the Advances to
make any Acquisition, other than a Permitted Acquisition pursuant to Section
7.3(G).

     (K) Subsidiary Guarantees; Subsidiary Subordination Agreement. The Company
will:

     (a)  cause each Subsidiary Borrower that is a Domestic Incorporated
          Subsidiary, each Material Domestic Subsidiary and each other Person
          which executes a guaranty of the Indebtedness evidenced by the 364-Day
          Finance Facility Agreement to execute the Guaranty (and from and after
          the Closing Date cause each other Subsidiary Borrower that is a
          Domestic Incorporated Subsidiary, each other Material Domestic
          Subsidiary and each other Person which at any time executes a guaranty
          of the Indebtedness evidenced by the 364-Day Finance Facility
          Agreement to execute and deliver to the Administrative Agent, within
          twenty (20) days after becoming a Subsidiary Borrower, a Material
          Domestic Subsidiary or guarantor of such Indebtedness under the
          364-Day Finance Facility Agreement, as applicable, an assumption
          agreement pursuant to which it agrees to be bound by the terms and

                                      -76-
<PAGE>   87


          provisions of the Guaranty (whereupon such Person shall become a
          "Guarantor" under this Agreement));

     (b)  cause each Material Subsidiary, before it makes a loan to any of the
          Borrowers or Guarantors, to execute the Subordination Agreement (and
          from and after the Closing Date cause each other Material Subsidiary
          to execute and deliver to the Administrative Agent, within twenty (20)
          days after becoming a Material Subsidiary, as applicable, an
          assumption agreement pursuant to which it agrees to be bound by the
          terms and provisions of the Subordination Agreement); and

     (c)  deliver and cause such Persons to deliver corporate resolutions,
          opinions of counsel, and such other corporate documentation as the
          Administrative Agent may reasonably request, all in form and substance
          reasonably satisfactory to the Administrative Agent.

     (L) Year 2000 Issues. The Company shall, and shall cause each of its
Material Subsidiaries to, take all actions reasonably necessary to address the
Year 2000 Issues so that any such Year 2000 Issues will not have a Material
Adverse Effect. The Company shall provide the Administrative Agent and each of
the Lenders information regarding the Company's and its Subsidiaries' program to
address Year 2000 Issues. The Company shall advise the Administrative Agent if
any Year 2000 Issues will have or would reasonably be expected to have a
Material Adverse Effect.

     (M) Foreign Employee Benefit Compliance. The Company shall, and shall cause
each of its Material Subsidiaries and each member of its Controlled Group to,
establish, maintain and operate all Foreign Employee Benefit Plans to comply in
all material respects with all laws, regulations and rules applicable thereto
and the respective requirements of the governing documents for such Plans,
except for failures to comply which, in the aggregate, would not be reasonably
likely to subject the Company or any of its Subsidiaries to liability,
individually or in the aggregate, in excess of $25,000,000.

     (N) Reduction of Commitments. The Company shall cause any reductions in the
Aggregate Revolving Loan Commitment under Section 2.6 or in the aggregate
commitment under the 364-Day Finance Facility Agreement to be made ratably to
the commitments hereunder and under the 364-Day Finance Facility Agreement in
such proportion as the Aggregate Revolving Loan Commitment bears to the
Aggregate Commitment and the "Maximum Matured Amount" under (and as defined in)
the 364-Day Finance Facility Agreement bears to the Aggregate Commitment,
respectively; provided, that any 364-Day CLO Lender may decline to have such
commitment reduction applied to reduce its commitment under the 364-Day Finance
Facility Agreement in which case the amount declined will be applied to reduce
the Aggregate Revolving Loan Commitment hereunder.



                                      -77-
<PAGE>   88


     7.3 Negative Covenants.

     (A) Sale of Receivables. The Company will not, nor will it permit any
Subsidiary to, sell or otherwise dispose of any Receivables, with or without
recourse, except that the Company and the Subsidiaries may sell, transfer or
pledge Receivables, provided, that the aggregate Dollar Amount of Receivables
sold, transferred or pledged, net of amounts of such Receivables collected, does
not exceed in the aggregate five percent (5%) of Consolidated Net Sales at any
one time outstanding.

     (B) Sales of Assets. Neither the Company nor any of its Subsidiaries shall
consummate any Asset Sale unless (x) the Company shall have prepaid the
outstanding "Advances" and reduced the "Aggregate Revolving Loan Commitment"
under (and as defined in) the 5-Year Credit Agreement, and the "Advances" under
(and as defined in) the 5-Year Finance Facility Agreement and reduced the
aggregate commitment thereunder, in accordance with Sections 2.6 and 7.2(N) of
the 5-Year Credit Agreement, and thereafter prepaid the Advances and reduced the
Aggregate Revolving Loan Commitment hereunder, and the "Advances" under (and as
defined in) the 364- Day CLO Finance Facility Agreement and reduced the
aggregate commitment thereunder, in accordance with the terms of Sections 2.6
and 7.2(N) hereof, and (y) any such Asset Sale shall be for not less than fair
market value (as determined in good faith by the Company's chief financial
officer) and for consideration consisting of at least eighty percent (80%) of
cash, except:

          (i) Asset Sales in connection with the sale of Receivables permitted
     under Section 7.3(A);

          (ii) transfers of assets between the Company and any wholly-owned
     Subsidiary of the Company or between wholly-owned Subsidiaries of the
     Company not otherwise prohibited by this Agreement;

          (iii) sales, assignments, transfers, leases, conveyances or other
     dispositions of other assets if such transaction (a) is for not less than
     fair market value (as determined in good faith by the Company's chief
     financial officer), and (b) when combined with all such other transactions
     (each such transaction being valued at book value) and all Sale and
     Leaseback Transactions (each such Sale and Leaseback Transaction being
     valued at book value) during the period from the Closing Date to the date
     of such proposed transaction, represents the disposition of not greater
     than fifteen percent (15%) of the Company's Consolidated Net Assets at the
     end of the fiscal year immediately preceding that in which such transaction
     is proposed to be entered into;

          (iv) Asset Sales pursuant to unrelated transactions in an amount not
     to exceed $1,000,000 per transaction; and

          (v) sales of notes receivable and lease receivables of the Company and
     its Subsidiaries in the ordinary course of business, including without
     limitation, those listed on Schedule 7.3(B);


                                      -78-
<PAGE>   89

provided, that in no event shall any Asset Sale be permitted hereunder if a
Default or Unmatured Default shall have occurred and is continuing as of the
date of such Asset Sale or, after the consummation of the Asset Sale and after
giving effect thereto, would exist.

     (C) Liens. In no event shall the Company or any of its Subsidiaries
directly or indirectly create, incur assume or permit to exist a Lien on or with
respect to the Capital Stock of any Subsidiary of the Company. In addition,
neither the Company nor any of its Subsidiaries shall directly or indirectly
create, incur, assume or permit to exist any Lien on or with respect to any of
their respective other property or assets except:

          (i) Permitted Existing Liens;

          (ii) Customary Permitted Liens;

          (iii) Liens with respect to property acquired by the Company or any of
     its Subsidiaries after the Closing Date (and not created in contemplation
     of such acquisition) pursuant to a Permitted Acquisition; provided, that
     such Liens shall extend only to the property so acquired;

          (iv) Liens on Receivables created in connection with a transaction
     permitted under Section 7.3(A); provided, that each such Lien represents an
     interest no greater than the related purchaser's pro-rata interest in the
     pool of eligible receivables so sold;

          (v) Rights of setoff existing as a matter of law;

          (vi) Liens on property created in connection with any transaction
     permitted under Section 7.3(J);

          (vii) Liens securing Indebtedness of a Subsidiary to the Company;

          (viii) Additional Liens, provided the Indebtedness secured thereby
     does not exceed in the aggregate $75,000,000;

          (ix) Liens, if any, created by the Loan Documents or otherwise
     securing the Obligations and Liens securing Indebtedness under the 5-Year
     Credit Agreement and the CLO Facilities and the PBGC Agreement only to the
     extent such Liens are equal and ratable with, or subordinate to, any Liens
     granted to the Administrative Agent for the benefit of the Lenders; and

          (x) The replacement, extension or renewal of any Lien permitted above
     upon or in the same property theretofore subject thereto in connection with
     the replacement, extension or renewal (pursuant to Permitted Refinancing
     Indebtedness) of the obligations secured thereby.

     (D) Subsidiary Indebtedness. No Subsidiary of the Company shall, nor shall
the Company

                                      -79-
<PAGE>   90


cause or suffer any of its Subsidiaries to, directly or indirectly create,
incur, assume or otherwise become or remain directly or indirectly liable with
respect to any Indebtedness, except:

          (i) the Obligations;

          (ii) Permitted Existing Indebtedness and Permitted Refinancing
     Indebtedness of the type described in clause (i) of the definition thereof;

          (iii) Indebtedness in an aggregate principal amount not to exceed
     $700,000,000 at any time incurred in connection with (a) the 5-Year Credit
     Agreement and (b) the CLO Facilities, and, in the case of either clause (a)
     or (b), Permitted Refinancing Indebtedness of the type described in clause
     (i) of the definition thereof;

          (iv) Indebtedness necessary to manage the working capital and capital
     expenditure needs of the European-based Subsidiaries of the Company in a
     Dollar Amount not to exceed $75,000,000 in the aggregate;

          (v) Indebtedness arising from intercompany loans and advances (a) from
     the Company or any Subsidiary to any Domestic Incorporated Subsidiary or
     (b) from the Company or any Subsidiary to any Foreign Incorporated
     Subsidiary; provided, that such Indebtedness shall be expressly subordinate
     to the payment in full in cash of the Obligations;

          (vi) Contingent Obligations to the extent permitted under Section
     7.3(E);

          (vii) Hedging Obligations to the extent otherwise permitted under this
     Agreement;

          (viii) Indebtedness incurred in connection with a securitization of
     such Subsidiary's assets to the extent such transaction is otherwise
     permitted pursuant to Section 7.3(A); and

          (ix) additional unsecured Indebtedness in an aggregate amount at any
     time outstanding not exceeding $75,000,000.

     (E) Contingent Obligations. Neither the Company nor any of its Subsidiaries
shall directly or indirectly create or become or be liable with respect to any
Contingent Obligation, except: (i) recourse obligations resulting from
endorsement of negotiable instruments for collection in the ordinary course of
business; (ii) Permitted Existing Contingent Obligations; (iii) obligations,
warranties, guaranties and indemnities, not relating to Indebtedness of any
Person, which have been or are undertaken or made in the ordinary course of
business and not for the benefit of or in favor of an Affiliate of the Company
or such Subsidiary; (iv) Contingent Obligations with respect to surety, appeal
and performance bonds obtained by the Company or any Subsidiary in the ordinary
course of business, (v) Contingent Obligations of the Subsidiaries of the
Company (a) under the Guaranty to which they are a party and (b) as guarantors
of the 5-Year Credit Agreement

                                      -80-
<PAGE>   91


and the CLO Facilities, (vi) obligations arising under or related to the Loan
Documents, (vii) Contingent Obligations in respect to earn-outs or other similar
forms of contingent purchase price payable in respect of Permitted Acquisitions
(excluding assumed liabilities in connection with such Permitted Acquisition),
(viii) Contingent Obligations in respect of representations and warranties
customarily given in respect of Asset Sales otherwise permitted under Section
7.3(A) or Section 7.3(B), (ix) Contingent Obligations of the Company or any of
its Subsidiaries to the extent incurred to support Indebtedness of the Company
or the Company's Subsidiaries permitted under Section 7.3(D), and (x) additional
Contingent Obligations in an aggregate amount not to exceed in the aggregate
five percent (5%) of Consolidated Net Worth at any one time outstanding.

     (F) Restricted Payments. In no event shall any Restricted Payments (other
than Restricted Payments to the Company) be declared or made if either a Default
or an Unmatured Default shall have occurred and be continuing at the date of
declaration or payment thereof or would result therefrom.

     (G) Conduct of Business; Subsidiaries; Acquisitions. Neither the Company
nor any of its Subsidiaries shall engage in any business other than the
businesses engaged in by the Company on the date hereof and any business or
activities which are similar, related or incidental thereto or logical
extensions thereof. The Company shall not create, acquire or capitalize any
Subsidiary after the date hereof unless (i) no Default or Unmatured Default
which is not being cured shall have occurred and be continuing or would result
therefrom; (ii) after such creation, acquisition or capitalization, all of the
representations and warranties contained herein shall be true and correct in all
material respects (unless such representation and warranty is made as of a
specific date, in which case, such representation or warranty shall be true in
all material respects as of such date); and (iii) after such creation,
acquisition or capitalization the Company shall be in compliance with the terms
of Section 7.2(K). The Company shall not make any Acquisitions, other than
Acquisitions meeting the following requirements or otherwise approved by the
Required Lenders (each such Acquisition constituting a "PERMITTED ACQUISITION"):

          (i) no Default or Unmatured Default shall have occurred and be
     continuing or would result from such Acquisition or the incurrence of any
     Indebtedness in connection therewith;

          (ii) the purchase is consummated pursuant to a negotiated acquisition
     agreement on a non-hostile basis and approved by the target company's board
     of directors (and shareholders, if necessary) prior to the consummation of
     the Acquisition;

          (iii) if the purchase price payable in respect to any such Acquisition
     (including, without limitation, cash or stock consideration paid and
     Indebtedness or other liabilities assumed) exceeds $50,000,000, and prior
     to each such Acquisition, the Company shall deliver to the Administrative
     Agent and the Lenders a certificate from one of the Authorized Officers,
     demonstrating to the satisfaction of the Administrative Agent that after
     giving effect to such Acquisition, on a pro forma basis in respect of each
     such Acquisition as if the Acquisition and such incurrence of Indebtedness
     had occurred on the first day of the twelve-month period ending on the last
     day of the Company's most recently

                                      -81-
<PAGE>   92


     completed fiscal quarter, the Company would have been in compliance with
     the financial covenants in Section 7.4 and not otherwise in Default;

          (iv) the purchase price for the Acquisition shall not exceed, together
     with all other Permitted Acquisitions permitted under this Section 7.3(G),
     without the prior written consent of the Required Lenders an amount equal
     to fifteen percent (15%) of the Consolidated Net Assets of the Company
     (calculated as of the date of such Acquisition without giving effect to
     such Acquisition) (including the incurrence or assumption of any
     Indebtedness in connection therewith), in the aggregate during the term of
     this Agreement, and the Company shall have complied with all of the
     requirements of the Loan Documents in respect thereof; and

          (v) the businesses being acquired shall be similar to that of the
     Company and its Subsidiaries as of the Closing Date, related or incidental
     thereto or logical extensions thereof.

     (H) Transactions with Shareholders and Affiliates. Except as set forth on
Schedule 7.3(H), neither the Company nor any of its Subsidiaries shall directly
or indirectly enter into or permit to exist any transaction (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or make loans or advances to, Pechiney or any
holder or holders of ten percent (10%) or more of the Equity Interests of the
Company, or with any Affiliate of the Company which is not its Subsidiary, on
terms that are less favorable to the Company or any of its Subsidiaries, as
applicable, than those that might be obtained in an arm's length transaction at
the time from Persons who are not such a holder or Affiliate, except for
Restricted Payments permitted by Section 7.3(F) and loans and advances made in
the ordinary course of business, consistent with past practice. Administrative
Agent and Lenders acknowledge and consent to the transactions between the
Company and its Affiliates described in the Company's public filings as of the
Closing Date.

     (I) Restriction on Fundamental Changes. Neither the Company nor any of its
Material Subsidiaries shall enter into any merger or consolidation, or
liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or
convey, lease, sell, transfer or otherwise dispose of, in one transaction or
series of transactions, all or substantially all of the Company's consolidated
business or property (each such transaction a "FUNDAMENTAL CHANGE"), whether now
or hereafter acquired, except (i) Fundamental Changes permitted under Sections
7.3(B), 7.3(D) or 7.3(G), (ii) a Subsidiary of the Company may be merged into or
consolidated with the Company (in which case the Company shall be the surviving
corporation) or any Subsidiary of the Company provided the Company owns,
directly or indirectly, a percentage of the equity of the merged entity not less
than the percentage it owned of the Subsidiary prior to such Fundamental Change
and if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary
shall be a Guarantor hereunder, (iii) any liquidation of any Subsidiary of the
Company into the Company or another Subsidiary of the Company, as applicable,
and (iv) the Company may merge with and into any other Person, or any Subsidiary
of the Company may consolidate or merge with any other Person, provided, that
(A) no Default or Unmatured Default shall exist immediately after giving effect
to such Fundamental Change, (B) in the case of any merger of the Company, the
Company is the surviving corporation

                                      -82-
<PAGE>   93


in such merger and such merger is with a Person in a line of business
substantially similar to that of the Company and its Subsidiaries as of the
Closing Date, and (C) in the case of any merger or consolidation of any
Subsidiary of the Company, the surviving corporation in such Fundamental Change
is or becomes as a result thereof a Subsidiary of the Company in which surviving
Subsidiary the Company shall have directly or indirectly, not less than the
ownership percentage of the Company in the Subsidiary before the Fundamental
Change and if the predecessor Subsidiary was a Guarantor, the surviving
Subsidiary shall be a Guarantor hereunder, and (D) such transaction is with a
Person in a line of business substantially similar to that of the Company and
its Subsidiaries as of the Closing Date.

     (J) Sales and Leasebacks. Unless the Company shall have prepaid the
outstanding "Advances" in accordance with Section 2.5 of (and as defined in) the
5-Year Credit Agreement, and, if applicable, reduced the "Aggregate Revolving
Loan Commitment" in accordance with Sections 2.6 and 7.2(N) of (and as defined
in) the 5-Year Credit Agreement, neither the Company nor any of its Subsidiaries
shall become liable, directly, by assumption or by Contingent Obligation, with
respect to any Sale and Leaseback Transaction, to the extent that the Net Cash
Proceeds of such Sale and Leaseback Transaction, together with the Net Cash
Proceeds of all other Sale and Leaseback Transactions after the Closing Date, is
in an aggregate amount greater than $50,000,000.

     (K) Margin Regulations. Neither the Company nor any of its Subsidiaries,
shall use all or any portion of the proceeds of any credit extended under this
Agreement to purchase or carry Margin Stock in violation of Regulation U.

     (L) ERISA. (a) The Company shall not

          (i) engage, or permit any of its Subsidiaries to engage, in any
     material prohibited transaction described in Sections 406 of ERISA or 4975
     of the Code for which a statutory or class exemption is not available or a
     private exemption has not been previously obtained from the DOL;

          (ii) permit to exist any material accumulated funding deficiency (as
     defined in Sections 302 of ERISA and 412 of the Code), with respect to any
     Benefit Plan, whether or not waived;

          (iii) fail, or permit any Controlled Group member to fail, to pay
     timely required material contributions or annual installments due with
     respect to any waived funding deficiency to any Benefit Plan;

          (iv) terminate, or permit any Controlled Group member to terminate,
     any Benefit Plan which would result in any material liability of the
     Company or any Controlled Group member under Title IV of ERISA;

          (v) fail to make any material contribution or payment to any
     Multiemployer Plan which the Company or any Controlled Group member may be
     required to make under

                                      -83-
<PAGE>   94

     any agreement relating to such Multiemployer Plan, or any law pertaining
     thereto;

          (vi) permit any unfunded liabilities with respect to any Foreign
     Pension Plan except to the extent that any such unfunded liabilities are
     being funded by annual contributions made by the Borrower or any member of
     its Controlled Group and such annual contributions are not less than the
     minimum amounts, if any, required under applicable local law;

          (vii) fail, or permit any of its Subsidiaries or Controlled Group
     members to fail, to pay any required contributions or payments to a Foreign
     Pension Plan on or before the due date for such required installment or
     payment;

          (viii) fail, or permit any Controlled Group member to fail, to pay any
     required material installment or any other payment required under Section
     412 of the Code on or before the due date for such installment or other
     payment; or

          (ix) amend, or permit any Controlled Group member to amend, a Plan
     resulting in a material increase in current liability for the plan year
     such that the Company or any Controlled Group member is required to provide
     security to such Plan under Section 401(a)(29) of the Code.

          (b) For purposes of this Section 7.3(L), "material" means any
     noncompliance or basis for liability which could reasonably be likely to
     subject the Company or any of its Material Subsidiaries to liability,
     individually or in the aggregate, in excess of $25,000,000.

     (M) Corporate Documents. Neither the Company nor any of its Material
Subsidiaries shall amend, modify or otherwise change any of the terms or
provisions in any of their respective constituent documents as in effect on the
date hereof in any manner materially adverse to the interests of the Lenders,
without the prior written consent of the Required Lenders, except in connection
with a Permitted Acquisition.

     (N) Fiscal Year. Neither the Company nor any of its consolidated Material
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
period consisting of the 12-month period ending on the last day of December of
each year, except as required by Agreement Accounting Principles or by law and
disclosed to the Lenders and the Administrative Agent.

     (O) Subsidiary Covenants. The Company will not, and will not permit any
Material Subsidiary to, create or otherwise cause to become effective any
consensual encumbrance or restriction of any kind on the ability of any
Subsidiary to pay dividends or make any other distribution on its stock, or make
any other Restricted Payment, pay any Indebtedness or other Obligation owed to
the Company or any other Subsidiary, make loans or advances or other Investments
in the Company or any other Subsidiary, or sell, transfer or otherwise convey
any of its property to the Company or any other Subsidiary.

     (P) Hedging Obligations. The Company shall not and shall not permit any of
its

                                      -84-
<PAGE>   95


Subsidiaries to enter into any interest rate, commodity or foreign currency
exchange, swap, collar, cap or similar agreements evidencing Hedging
Obligations, other than interest rate, foreign currency or commodity exchange,
swap, collar, cap or similar agreements entered into by the Company or its
Subsidiaries pursuant to which the Company or its Subsidiaries has hedged its
actual or anticipated interest rate, foreign currency or commodity exposure.
Such permitted hedging agreements entered into by the Company or its
Subsidiaries and any Lender or any affiliate of any Lender are sometimes
referred to herein as "HEDGING AGREEMENTS."

     (Q) Maximum Net Rentals Obligations. The Company shall not permit Rentals
(net of rental income) of the Company and its Subsidiaries to exceed $50,000,000
in the aggregate during any twelve-month period.

     7.4 Financial Covenants. The Company shall comply with the following
(provided, that all calculations of the financial covenants under this Section
7.4 shall be made exclusive of any impact on the financial statements arising
from Supported Contingent Obligations, unless (i) the Company shall not receive
cash reimbursement for any and all cash payments made under any Supported
Contingent Obligations promptly, and in any event within ninety (90) days,
following the Company making any such payment, in which event the financial
covenants in this Section 7.4 shall be calculated by giving effect to any
payment in respect of such Supported Contingent Obligation and shall include the
total outstanding amount of such Supported Contingent Obligation (to the extent
unreimbursed or otherwise unsupported to the satisfaction of the Administrative
Agent) in such calculations, or (ii) any judgment is entered under Viskase
Corporation v. American National Can Company, Civ. 93-C-7651, before the U.S.
District Court of the Northern District of Illinois, Eastern Division or any
related proceedings holding that the aggregate liability of the Company and its
Subsidiaries thereunder shall be in an amount in excess of $106,000,000, and
such judgment shall remain (x) undischarged, unvacated or unstayed or (y)
unbonded by Pechiney or any bonding agent in reliance upon a letter of credit or
other reimbursement obligation of Pechiney or any other Person other than the
Company or its Subsidiaries in the amount of such aggregate liability, in the
case of either clause (x) or (y), for a period of thirty (30) days or such other
period permitted by court order, in which event the financial covenants in this
Section 7.4 shall be calculated by giving effect to the amount of such judgment
which is undischarged, unvacated, unstayed or unbonded on the financial
condition of the Company and its Subsidiaries):

     (A) Minimum Interest Coverage Ratio. The Company and its consolidated
Subsidiaries shall maintain a ratio ("INTEREST COVERAGE RATIO") of (i) EBITDA
during such period, to (ii) Interest Expense during such period which shall not
be less than (x) 3.50 to 1.00 as of the end of the first three fiscal quarters
following the Closing Date (calculated (a) for the fiscal quarter ending on
September 30, 1999, for such fiscal quarter, (b) for the fiscal quarter ending
on December 31, 1999, for the two fiscal quarter period then ending, and (c) for
the fiscal quarter ending on March 31, 2000, for the three fiscal quarter period
then ending); and (y) 4.00 to 1.00 for each four (4) fiscal quarter period
thereafter beginning with the four (4) fiscal quarter period ending on June 30,
2000. In each case, the Interest Coverage Ratio shall be determined as of the
last day of each fiscal quarter for the one (1), two (2), three (3) or four (4)
fiscal quarter period ending on such day, as applicable, calculated, with
respect to Permitted Acquisitions, on a pro forma basis, broken down by fiscal
quarter in the Company's reasonable judgment. For purposes of clause (i) above,

                                      -85-
<PAGE>   96


EBITDA shall be calculated without giving effect to any restructuring charges
related to the three plant closings described in the Registration Statement.

     (B) Maximum Total Net Indebtedness to Capital Ratio. At no time shall the
Company and its consolidated Subsidiaries permit the Total Net Indebtedness to
Capital Ratio to be greater than 0.55 to 1.00.

     (C) Minimum Consolidated Net Worth. The Company shall not permit its
Consolidated Net Worth at any time to be less than the sum of (a) $950,000,000
plus (b) fifty percent (50%) of Net Income (if positive) calculated separately
(x) on December 31, 1999 for the two fiscal quarter period ending on December
31, 1999 and (y) for each fiscal year thereafter commencing with the fiscal year
ending on December 31, 2000.


ARTICLE VIII:  DEFAULTS

     8.1 Defaults. Each of the following occurrences shall constitute a Default
under this Agreement:

     (A) Failure to Make Payments When Due. The Company or any Subsidiary
Borrower shall (i) fail to pay when due any of the Obligations consisting of
principal with respect to the Loans or (ii) shall fail to pay within five (5)
Business Days of the date when due any of the other Obligations under this
Agreement or the other Loan Documents.

     (B) Breach of Certain Covenants. The Company shall fail duly and punctually
to perform or observe any agreement, covenant or obligation binding on the
Company under:

          (i) Sections 7.1 or 7.2 and such failure shall continue unremedied for
     thirty (30) days; or

          (ii) Sections 7.3 or 7.4.

     (C) Breach of Representation or Warranty. Any representation or warranty
made or deemed made by the Company or any Subsidiary Borrower to the
Administrative Agent or any Lender herein or by the Company or any Subsidiary
Borrower or any of their Subsidiaries in any of the other Loan Documents or in
any statement or certificate or information at any time given by any such Person
pursuant to any of the Loan Documents shall be false as to a material fact or
matter on the date as of which made or deemed made.

     (D) Other Defaults. The Company or any Subsidiary Borrower shall default in
the performance of or compliance with any term contained in this Agreement
(other than as covered by paragraphs (A) or (B) or (C) of this Section 8.1), or
the Company or any Subsidiary Borrower or any of their Subsidiaries shall
default in the performance of or compliance with any term contained in any of
the other Loan Documents, and such default shall continue for thirty (30) days
after the occurrence and notice or the Company's becoming aware thereof.

                                      -86-
<PAGE>   97

     (E) Default as to Other Indebtedness.

          (x) (i) Any "Default" shall occur under (and as defined in) the 5-Year
     Credit Agreement or any "Event of Default" shall occur under the 5-Year
     Finance Facility Agreement or under the 364-Day Finance Facility Agreement,
     and, in each case shall be continuing beyond any period of grace, if any,
     provided with respect thereto; or (ii) any breach, default or event of
     default shall occur, or any other condition shall exist under any
     instrument, agreement or indenture pertaining to any such Indebtedness,
     beyond any period of grace, if any, provided with respect thereto; if the
     effect thereof, in either case under clause (i) or clause (ii), is to cause
     an acceleration, mandatory redemption, a requirement that the Company offer
     to purchase such Indebtedness or other required repurchase of such
     Indebtedness, or permit the holder(s) of such Indebtedness to accelerate
     the maturity of any such Indebtedness or require a redemption or other
     repurchase of such Indebtedness; or any such Indebtedness shall be
     otherwise declared to be due and payable (by acceleration or otherwise) or
     required to be prepaid, redeemed or otherwise repurchased by the Company or
     any of its Subsidiaries (other than by a regularly scheduled required
     prepayment) prior to the stated maturity thereof; or

          (y) the Company or any of its Subsidiaries shall (i) fail to make any
     payment when due (whether by scheduled maturity, required prepayment,
     acceleration, demand or otherwise) with respect to any Indebtedness (other
     than Indebtedness hereunder, but including, without limitation,
     Disqualified Stock), beyond any period of grace provided with respect
     thereto, which individually or together with other such Indebtedness as to
     which any such failure exists has an aggregate outstanding principal amount
     in excess of $15,000,000; or (ii) suffer to exist any breach, default or
     event of default, or any other condition under any instrument, agreement or
     indenture pertaining to any such Indebtedness having such aggregate
     outstanding principal amount, beyond any period of grace, if any, provided
     with respect thereto; if the effect thereof, in either case under clause
     (i) or (ii), is to cause an acceleration, mandatory redemption, a
     requirement that the Company offer to purchase such Indebtedness or other
     required repurchase of such Indebtedness or require a redemption or other
     repurchase of such Indebtedness; or any such Indebtedness shall be
     otherwise declared to be due and payable (by acceleration or otherwise) or
     required to be prepaid, redeemed or otherwise repurchased by the Company or
     any of its Subsidiaries (other than by a regularly scheduled required
     prepayment) prior to the stated maturity thereof; or

          (z) the Company or any of its Subsidiaries shall fail to make any
     payment when due (whether by scheduled maturity, required prepayment,
     acceleration, demand or otherwise) with respect to any Indebtedness (other
     than Indebtedness hereunder, but including, without limitation,
     Disqualified Stock), beyond any period of grace provided with respect
     thereto, which individually or together with other such Indebtedness as to
     which any such failure exists has an aggregate outstanding principal amount
     in excess of $40,000,000; or any breach, default or event of default shall
     occur, or any other condition shall exist under any instrument, agreement
     or indenture pertaining to any such Indebtedness having such aggregate
     outstanding principal amount, beyond any period of

                                      -87-

<PAGE>   98
     grace, if any, provided with respect thereto, if the effect thereof is to
     cause an acceleration, mandatory redemption, a requirement that the Company
     offer to purchase such Indebtedness or other required repurchase of such
     Indebtedness, or permit the holder(s) of such Indebtedness to accelerate
     the maturity of any such Indebtedness or require a redemption or other
     repurchase of such Indebtedness; or any such Indebtedness shall be
     otherwise declared to be due and payable (by acceleration or otherwise) or
     required to be prepaid, redeemed or otherwise repurchased by the Company or
     any of its Subsidiaries (other than by a regularly scheduled required
     prepayment) prior to the stated maturity thereof.

     (F) Involuntary Bankruptcy; Appointment of Receiver, Etc.

          (i) An involuntary case shall be commenced against the Company or any
     of the Company's Material Subsidiaries and the petition shall not be
     dismissed, stayed, bonded or discharged within forty-five (45) days after
     commencement of the case; or a court having jurisdiction in the premises
     shall enter a decree or order for relief in respect of the Company or any
     of the Company's Material Subsidiaries in an involuntary case, under any
     applicable bankruptcy, insolvency or other similar law now or hereinafter
     in effect; or any other similar relief shall be granted under any
     applicable federal, state, local or foreign law.

          (ii) A decree or order of a court having jurisdiction in the premises
     for the appointment of a receiver, liquidator, sequestrator, trustee,
     custodian or other officer having similar powers over the Company or any of
     the Company's Material Subsidiaries or over all or a substantial part of
     the property of the Company or any of the Company's Material Subsidiaries
     shall be entered; or an interim receiver, trustee or other custodian of the
     Company or any of the Company's Material Subsidiaries or of all or a
     substantial part of the property of the Company or any of the Company's
     Material Subsidiaries shall be appointed or a warrant of attachment,
     execution or similar process against any substantial part of the property
     of the Company or any of the Company's Material Subsidiaries shall be
     issued and any such event shall not be stayed, dismissed, bonded or
     discharged within forty-five (45) days after entry, appointment or
     issuance.

     (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Company or any
of the Company's Material Subsidiaries shall (i) commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such
law, (iii) consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property, (iv)
make any assignment for the benefit of creditors or (v) take any corporate
action to authorize any of the foregoing.

     (H) Judgments and Attachments. Any money judgment(s) (other than a money
judgment covered by insurance as to which the applicable insurance company has
not disclaimed or reserved the right to disclaim coverage), writ or warrant of
attachment, or similar process against the Company or any of its Subsidiaries or
any of their respective assets involving in any single case or in the aggregate
an amount in excess of $15,000,000 is or are entered and shall remain



                                      -88-
<PAGE>   99

undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days
or in any event later than fifteen (15) days prior to the date of any proposed
sale thereunder.

     (I) Dissolution. Any order, judgment or decree shall be entered against the
Company or any Material Subsidiary decreeing its involuntary dissolution or
split up and such order shall remain undischarged and unstayed for a period in
excess of forty-five (45) days; or the Company or any Material Subsidiary shall
otherwise dissolve or cease to exist except as specifically permitted by this
Agreement.

     (J) Loan Documents. The Company or any of the Company's Subsidiaries seeks
to repudiate its material obligations under any of the Loan Documents to which
they are a party.

     (K) Termination Event. Any Termination Event occurs which the Required
Lenders believe is reasonably likely to subject the Company to liability in
excess of $25,000,000. The Unfunded Liabilities of all Single Employer Plans
shall exceed in the aggregate $300,000,000.

     (L) Waiver of Minimum Funding Standard. If the plan administrator of any
Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender believes the
substantial business hardship upon which the application for the waiver is based
could reasonably be expected to subject either the Company or any Controlled
Group member to liability in excess of $25,000,000.

     (M) Change of Control. A Change of Control shall occur.

     (N) Guarantor Revocation. Any guarantor of the Obligations shall terminate
or revoke any of its obligations under the applicable Guaranty or breach any of
the material terms of such Guaranty.

     A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with Section 9.3.


ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES

     9.1 Termination of Revolving Loan Commitments; Acceleration. If any Default
described in Section 8.1(F) or 8.1(G) occurs with respect to the Company or any
Material Subsidiary, the obligations of the Lenders to make Loans hereunder
shall automatically terminate and the Obligations shall immediately become due
and payable without any election or action on the part of the Administrative
Agent or any Lender. If any other Default occurs, the Required Lenders may
terminate or suspend the obligations of the Lenders to make Loans hereunder, or
declare the Obligations to be due and payable, or both, whereupon the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Borrowers expressly
waive.



                                      -89-
<PAGE>   100


     9.2 Defaulting Lender. In the event that any Lender fails to fund its Pro
Rata Share of any Advance requested or deemed requested by the applicable
Borrower, which such Lender is obligated to fund under the terms of this
Agreement (the funded portion of such Advance being hereinafter referred to as a
"NON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure
and the termination of the Revolving Loan Commitments, the proceeds of all
amounts thereafter repaid to the Administrative Agent by the applicable Borrower
and otherwise required to be applied to such Lender's share of all other
Obligations pursuant to the terms of this Agreement shall be advanced to the
applicable Borrower by the Administrative Agent on behalf of such Lender to
cure, in full or in part, such failure by such Lender, but shall nevertheless be
deemed to have been paid to such Lender in satisfaction of such other
Obligations. Notwithstanding anything in this Agreement to the contrary:

          (i) the foregoing provisions of this Section 9.2 shall apply only with
     respect to the proceeds of payments of Obligations and shall not affect the
     conversion or continuation of Loans pursuant to Section 2.10;

          (ii) any such Lender shall be deemed to have cured its failure to fund
     its Pro Rata Share of any Advance at such time as an amount equal to such
     Lender's original Pro Rata Share of the requested principal portion of such
     Advance is fully funded to the applicable Borrower, whether made by such
     Lender itself or by operation of the terms of this Section 9.2, and whether
     or not the Non Pro Rata Loan with respect thereto has been repaid,
     converted or continued;

          (iii) amounts advanced to the applicable Borrower to cure, in full or
     in part, any such Lender's failure to fund its Pro Rata Share of any
     Advance ("CURE LOANS") shall bear interest at the rate applicable to
     Floating Rate Loans in effect from time to time, and for all other purposes
     of this Agreement shall be treated as if they were Floating Rate Loans;

          (iv) regardless of whether or not a Default has occurred or is
     continuing, and notwithstanding the instructions of the applicable Borrower
     as to its desired application, all repayments of principal which, in
     accordance with the other terms of this Agreement, would be applied to the
     outstanding Floating Rate Loans shall be applied first, ratably to all
     Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to
     Floating Rate Loans other than those constituting Non Pro Rata Loans or
     Cure Loans and, third, ratably to Floating Rate Loans constituting Cure
     Loans;

          (v) for so long as and until the earlier of any such Lender's cure of
     the failure to fund its Pro Rata Share of any Advance and the termination
     of the Revolving Loan Commitments, the term "Required Lenders" for purposes
     of this Agreement shall mean Lenders (excluding all Lenders whose failure
     to fund their respective Pro Rata Share of such Advance have not been so
     cured) whose Pro Rata Shares represent at least fifty-one percent (51%) of
     the aggregate Pro Rata Shares of such Lenders; and


                                      -90-
<PAGE>   101


          (vi) for so long as and until any such Lender's failure to fund its
     Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii),
     such Lender shall not be entitled to any facility fees with respect to its
     Revolving Loan Commitment, which facility fees shall accrue in favor of the
     Lenders which have funded their respective Pro Rata Share of such requested
     Advance, shall be allocated among such performing Lenders ratably based
     upon their relative Revolving Loan Commitments, and shall be calculated
     based upon the average amount by which the aggregate Revolving Loan
     Commitments of such performing Lenders exceeds the sum of the outstanding
     principal amount of the Loans owing to such performing Lenders.

     9.3 Amendments.

     (A) Modifications to Loan Documents. Subject to the provisions of this
Article IX, the Required Lenders (or the Administrative Agent with the consent
in writing of the Required Lenders) and the Borrowers may enter into agreements
supplemental hereto for the purpose of adding or modifying any provisions to the
Loan Documents or changing in any manner the rights of the Lenders or the
Borrowers hereunder or waiving any Default hereunder; provided, however, that no
such supplemental agreement shall, without the consent of each Lender affected
thereby and each 364-Day CLO Lender affected thereby:

          (i) Postpone or extend the Revolving Loan Termination Date or any
     other date fixed for any payment of principal of, or interest on, the Loans
     or any fees or other amounts payable to such Lender (except with respect to
     (a) any modifications of the provisions relating to prepayments of Loans
     and other Obligations or (b) a waiver of the application of the default
     rate of interest pursuant to Section 2.11 hereof or (c) as expressly
     provided by the terms of Section 2.19).

          (ii) Reduce the principal amount of any Loans, or reduce the rate or
     extend the time of payment of interest or fees thereon.

          (iii) Reduce the percentage specified in the definition of Required
     Lenders or any other percentage of Lenders hereunder and 364-Day CLO
     Lenders specified to be the applicable percentage in this Agreement to act
     on specified matters or amend the definitions of "Aggregate Pro Rata
     Share", "Required Lenders" or "Pro Rata Share".

          (iv) Increase the amount of the Revolving Loan Commitment of any
     Lender hereunder or increase any Lender's Aggregate Pro Rata Share or Pro
     Rata Share.

          (v) Permit the Company or any Subsidiary Borrower to assign its rights
     under this Agreement.

          (vi) Other than pursuant to a transaction permitted by the terms of
     this Agreement, release any guarantor from its obligations under the
     Guaranty.



                                      -91-
<PAGE>   102

     (vii) Amend Section 2.6(b), Section 13.2 or this Section 9.3.

No amendment of any provision of this Agreement relating to (a) the
Administrative Agent shall be effective without the written consent of the
Administrative Agent, and (b) Swing Line Loans shall be effective without the
written consent of the Swing Line Bank. The Administrative Agent may waive
payment of the fee required under Section 14.3(B) without obtaining the consent
of any of the Lenders. The Administrative Agent shall notify the other parties
to this Agreement of any amendments to this Agreement which the Administrative
Agent reasonably determines to be necessary as a result of the commencement of
the third stage of the European Economic and Monetary Union. Notwithstanding
anything to the contrary contained herein, any amendments so notified shall take
effect in accordance with the terms of the relevant notification; provided,
however, that if and to the extent that the Administrative Agent determines it
is not possible to put all parties into such position, the Administrative Agent
may give priority to putting the Administrative Agent, the Arranger and the
Lenders into that position.

     (B) Modifications to the 364-Day Finance Facility Agreement. So long as no
Integration Blockage Default shall have occurred, the Company agrees that no
amendment, modification, supplement, waiver or restatement of the 364-Day
Finance Facility Agreement shall be effective to modify any provisions of the
364-Day Finance Facility Agreement or the other documents, instruments and
agreements entered into in connection therewith (other than the fee letter(s))
except pursuant to a writing signed by the Company and the Required Lenders.

     9.4 Preservation of Rights. No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan notwithstanding the existence of a Default or
the inability of the Company or any other Borrower to satisfy the conditions
precedent to such Loan shall not constitute any waiver or acquiescence. Any
single or partial exercise of any such right shall not preclude other or further
exercise thereof or the exercise of any other right, and no waiver, amendment or
other variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the requisite number of
Lenders required pursuant to Section 9.3, and then only to the extent in such
writing specifically set forth. All remedies contained in the Loan Documents or
by law afforded shall be cumulative and all shall be available to the
Administrative Agent and the Lenders until the Obligations have been paid in
full.

ARTICLE X: GUARANTY

     10.1. Guaranty. For valuable consideration, the receipt of which is hereby
acknowledged, and to induce the Lenders to make advances to each Subsidiary
Borrower and to issue and participate in Swing Line Loans, the Company hereby
absolutely and unconditionally guarantees prompt payment when due, whether at
stated maturity, upon acceleration or otherwise, and at all times thereafter, of
any and all existing and future Obligations of each Subsidiary Borrower to the
Administrative Agent, the Lenders, the Issuing Lenders, the Swing Line Bank, or
any of them, under or with respect to the Loan Documents, whether for principal,
interest, fees, expenses or otherwise (collectively, the "GUARANTEED
OBLIGATIONS", and each such Subsidiary Borrower being



                                      -92-
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an "OBLIGOR" and collectively, the "OBLIGORS").

     10.2. Waivers; Subordination of Subrogation. (i) The Company waives notice
of the acceptance of this guaranty and of the extension or continuation of the
Guaranteed Obligations or any part thereof. The Company further waives
presentment, protest, notice of notices delivered or demand made on any Obligor
or action or delinquency in respect of the Guaranteed Obligations or any part
thereof, including any right to require the Administrative Agent and the Lenders
to sue any Obligor, any other guarantor or any other Person obligated with
respect to the Guaranteed Obligations or any part thereof, or otherwise to
enforce payment thereof against any collateral securing the Guaranteed
Obligations or any part thereof, and provided further that if at any time any
payment of any portion of the Guaranteed Obligations is rescinded or must
otherwise be restored or returned upon the insolvency, bankruptcy or
reorganization of any of the Obligors or otherwise, the Company's obligations
hereunder with respect to such payment shall be reinstated at such time as
though such payment had not been made and whether or not the Administrative
Agent or the Lenders are in possession of this guaranty. The Administrative
Agent and the Lenders shall have no obligation to disclose or discuss with the
Company their assessments of the financial condition of the Obligors.

          (ii) Until the Guaranteed Obligations have been indefeasibly paid in
     full in cash, the Company (i) shall have no right of subrogation with
     respect to such Guaranteed Obligations and (ii) waives any right to enforce
     any remedy which the Holders of Obligations or any Agent now have or may
     hereafter have against any Obligor, any endorser or any guarantor of all or
     any part of the Guaranteed Obligations or any other Person, and the Company
     waives any benefit of, and any right to participate in, any security or
     collateral given to the Holders of Obligations and the Agents to secure the
     payment or performance of all or any part of the Guaranteed Obligations or
     any other liability of any Obligor to the Holders of Obligations. Should
     the Company have the right, notwithstanding the foregoing, to exercise its
     subrogation rights, the Company hereby expressly and irrevocably (A)
     subordinates any and all rights at law or in equity to subrogation,
     reimbursement, exoneration, contribution, indemnification or set off that
     the Company may have to the indefeasible payment in full in cash of the
     Guaranteed Obligations and (B) waives any and all defenses available to a
     surety, guarantor or accommodation co-obligor until the Guaranteed
     Obligations are indefeasibly paid in full in cash. The Company acknowledges
     and agrees that this subordination is intended to benefit the Agents and
     the Holders of Obligations and shall not limit or otherwise affect the
     Company's liability hereunder or the enforceability of this Guaranty, and
     that the Agents, the Holders of Obligations and their respective successors
     and assigns are intended third party beneficiaries of the waivers and
     agreements set forth in this Section 10.2.

     10.3. Guaranty Absolute. This guaranty is a guaranty of payment and not of
collection, is a primary obligation of the Company and not one of surety, and
the validity and enforceability of this guaranty shall be absolute and
unconditional irrespective of, and shall not be impaired or affected by any of
the following: (a) any extension, modification or renewal of, or indulgence with
respect to, or substitutions for, the Guaranteed Obligations or any part thereof
or any agreement relating thereto at any time; (b) any failure or omission to
enforce any right, power or remedy with respect to the Guaranteed Obligations or
any part thereof or any agreement relating thereto, or any collateral; (c) any
waiver of any right, power or remedy with



                                      -93-
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respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto or with respect to any collateral; (d) any release, surrender,
compromise, settlement, waiver, subordination or modification, with or without
consideration, of any collateral, any other guaranties with respect to the
Guaranteed Obligations or any part thereof, or any other obligation of any
Person with respect to the Guaranteed Obligations or any part thereof; (e) the
enforceability or validity of the Guaranteed Obligations or any part thereof or
the genuineness, enforceability or validity of any agreement relating thereto or
with respect to any collateral; (f) the application of payments received from
any source to the payment of obligations other than the Guaranteed Obligations,
any part thereof or amounts which are not covered by this guaranty even though
the Administrative Agent and the Lenders might lawfully have elected to apply
such payments to any part or all of the Guaranteed Obligations or to amounts
which are not covered by this guaranty; (g) any change in the ownership of any
Obligor or the insolvency, bankruptcy or any other change in the legal status of
any Obligor; (h) the change in or the imposition of any law, decree, regulation
or other governmental act which does or might impair, delay or in any way affect
the validity, enforceability or the payment when due of the Guaranteed
Obligations; (i) the failure of the Company or any Obligor to maintain in full
force, validity or effect or to obtain or renew when required all governmental
and other approvals, licenses or consents required in connection with the
Guaranteed Obligations or this guaranty, or to take any other action required in
connection with the performance of all obligations pursuant to the Guaranteed
Obligations or this guaranty; (j) the existence of any claim, setoff or other
rights which the Company may have at any time against any Obligor, or any other
Person in connection herewith or an unrelated transaction; or (k) any other
circumstances, whether or not similar to any of the foregoing, which could
constitute a defense to a guarantor; all whether or not the Company shall have
had notice or knowledge of any act or omission referred to in the foregoing
clauses (a) through (k) of this paragraph. It is agreed that the Company's
liability hereunder is several and independent of any other guaranties or other
obligations at any time in effect with respect to the Guaranteed Obligations or
any part thereof and that the Company's liability hereunder may be enforced
regardless of the existence, validity, enforcement or non-enforcement of any
such other guaranties or other obligations or any provision of any applicable
law or regulation purporting to prohibit payment by any Obligor of the
Guaranteed Obligations in the manner agreed upon between the Obligor and the
Administrative Agent and the Lenders.

     10.4. Acceleration. The Company agrees that, as between the Company on the
one hand, and the Lenders and the Administrative Agent, on the other hand, the
obligations of each Obligor guaranteed under this Article X may be declared to
be forthwith due and payable, or may be deemed automatically to have been
accelerated, as provided in Section 9.1 hereof for purposes of this Article X,
notwithstanding any stay, injunction or other prohibition (whether in a
bankruptcy proceeding affecting such Obligor or otherwise) preventing such
declaration as against such Obligor and that, in the event of such declaration
or automatic acceleration, such obligations (whether or not due and payable by
such Obligor) shall forthwith become due and payable by the Company for purposes
of this Article X.

     10.5. Marshaling; Reinstatement. None of the Lenders nor the
Administrative Agent nor any Person acting for or on behalf of the Lenders or
the Administrative Agent shall have any


                                      -94-
<PAGE>   105

obligation to marshall any assets in favor of the Company or against or in
payment of any or all of the Guaranteed Obligations. If the Company, any
Borrower or any other guarantor of all or any part of the Guaranteed Obligations
makes a payment or payments to any Lender or the Administrative Agent, which
payment or payments or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside and/or required to be repaid to such
Borrower, the Company, such other guarantor or any other Person, or their
respective estates, trustees, receivers or any other party, including, without
limitation, the Company, under any bankruptcy law, state or federal law, common
law or equitable cause, then, to the extent of such payment or repayment, the
part of the Guaranteed Obligations which has been paid, reduced or satisfied by
such amount shall be reinstated and continued in full force and effect as of the
time immediately preceding such initial payment, reduction or satisfaction.

     10.6. Termination Date. This guaranty shall continue in effect until the
earlier of (a) the Facility Termination Date, and (b) the date on which this
Agreement has otherwise expired or been terminated in accordance with its terms
and all of the Guaranteed Obligations have been paid in full in cash.


ARTICLE XI: GENERAL PROVISIONS

     11.1 Survival of Representations. All representations and warranties of
the Company contained in this Agreement shall survive delivery of this Agreement
and the making of the Loans herein contemplated so long as any principal,
accrued interest, fees, or any other amount due and payable under any Loan
Document is outstanding and unpaid (other than contingent reimbursement and
indemnification obligations) and so long as the Revolving Loan Commitments have
not been terminated.

     11.2 Governmental Regulation. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Company or any other Borrower in violation of any limitation or prohibition
provided by any applicable statute or regulation.

     11.3 Performance of Obligations. The Borrowers agree that the
Administrative Agent may, but shall have no obligation to (i) at any time, pay
or discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against any property of any Borrower to the extent any
such Borrower is required by the terms hereof to pay any such amount, but has
not done so and (ii), after the occurrence and during the continuance of a
Default, to make any other payment or perform any act required of the Company or
any other Borrower under any Loan Document or take any other action which the
Administrative Agent in its discretion deems necessary or desirable to protect
or preserve such property of the Borrowers. The Administrative Agent shall use
its reasonable efforts to give the applicable Borrower notice of any action
taken under this Section 11.3 prior to the taking of such action or promptly
thereafter provided the failure to give such notice shall not affect the
applicable Borrower's obligations in respect thereof. The Borrowers agree to pay
the Administrative Agent, upon demand, the principal amount of all funds
advanced by the Administrative Agent under this Section 11.3, together with
interest thereon at the



                                      -95-
<PAGE>   106

rate from time to time applicable to Floating Rate Loans from the date of such
advance until the outstanding principal balance thereof is paid in full. If any
Borrower fails to make payment in respect of any such advance under this Section
11.3 within one (1) Business Day after the date the applicable Borrower receives
written demand therefor from the Administrative Agent, the Administrative Agent
shall promptly notify each Lender and each Lender agrees that it shall thereupon
make available to the Administrative Agent, in Dollars in immediately available
funds, the amount equal to such Lender's Pro Rata Share of such advance. If such
funds are not made available to the Administrative Agent by such Lender within
one (1) Business Day after the Administrative Agent's demand therefor, the
Administrative Agent will be entitled to recover any such amount from such
Lender together with interest thereon at the Federal Funds Effective Rate for
each day during the period commencing on the date of such demand and ending on
the date such amount is received. The failure of any Lender to make available to
the Administrative Agent its Pro Rata Share of any such unreimbursed advance
under this Section 11.3 shall neither relieve any other Lender of its obligation
hereunder to make available to the Administrative Agent such other Lender's Pro
Rata Share of such advance on the date such payment is to be made nor increase
the obligation of any other Lender to make such payment to the Administrative
Agent.

     11.4 Headings. Section headings in the Loan Documents are for convenience
of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.

     11.5 Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrowers, the Agents and the Lenders and supersede all
prior agreements and understandings among the Borrowers, the Agents and the
Lenders relating to the subject matter thereof.

     11.6 Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

     11.7 Expenses; Indemnification.

     (A) Expenses. The Borrowers shall reimburse the Agents, each Lead Arranger
and each Arranger for any reasonable costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' and paralegals' fees and time charges
of attorneys and paralegals for the Administrative Agent, which attorneys and
paralegals may be employees of the Administrative Agent) paid or incurred by the
Agents, such Lead Arranger or such Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, review, amendment, modification,
and administration of the Loan Documents. The Borrowers also agree to reimburse
the Agents, each Lead Arranger and each Arranger and each Lender for any costs,
internal charges and out-of-pocket expenses (including reasonable attorneys' and
paralegals' fees and time charges of attorneys and paralegals for the Agents,
each Lead Arranger, each Arranger and the Lenders, which attorneys



                                      -96-
<PAGE>   107

and paralegals may be employees of such Agent, such Lead Arranger, such Arranger
or the Lenders) paid or incurred by the Agents, the Lead Arrangers or the
Arrangers or any Lender in connection with the collection of the Obligations and
enforcement of the Loan Documents. In addition to expenses set forth above, the
Borrowers agree to reimburse the Administrative Agent, promptly after the
Administrative Agent's request therefor, for each audit, or other business
analysis performed by or for the benefit of the Lenders in connection with this
Agreement or the other Loan Documents in an amount equal to the Administrative
Agent's then customary charges for each person employed to perform such audit or
analysis, plus all reasonable costs and expenses (including without limitation,
travel expenses) incurred by the Administrative Agent in the performance of such
audit or analysis. Administrative Agent shall provide the Borrowers with a
detailed statement of all reimbursements requested under this Section 11.7(A).

     (B) Indemnity. The Borrowers further agree to defend, protect, indemnify,
and hold harmless the Agents, the Lead Arrangers, the Arrangers and each and all
of the Lenders and each of their respective Affiliates, and each of such
Agent's, Lead Arranger's, Arranger's, Lender's, or Affiliate's respective
officers, directors, trustees, investment advisors, employees, attorneys and
agents (including, without limitation, those retained in connection with the
satisfaction or attempted satisfaction of any of the conditions set forth in
Article V) (collectively, the "INDEMNITEES") from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses of any kind or nature whatsoever (including, without
limitation, the fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or judicial proceeding,
whether or not any of such Indemnitees shall be designated a party thereto),
imposed on, incurred by, or asserted against such Indemnitees in any manner
relating to or arising out of:

          (i) this Agreement or any of the other Loan Documents, or any act,
     event or transaction related or attendant thereto or to the making of the
     Loans, the management of such Loans, the use or intended use of the
     proceeds of the Loans hereunder, or any of the other transactions
     contemplated by the Loan Documents; or

          (ii) any liabilities, obligations, responsibilities, losses, damages,
     personal injury, death, punitive damages, economic damages, consequential
     damages, treble damages, intentional, willful or wanton injury, damage or
     threat to the environment, natural resources or public health or welfare,
     costs and expenses (including, without limitation, attorney, expert and
     consulting fees and costs of investigation, feasibility or remedial action
     studies), fines, penalties and monetary sanctions, interest, direct or
     indirect, known or unknown, absolute or contingent, past, present or future
     relating to violation of any Environmental, Health or Safety Requirements
     of Law arising from or in connection with the past, present or future
     operations of the Company, its Subsidiaries or any of their respective
     predecessors in interest, or, the past, present or future environmental,
     health or safety condition of any respective property of the Company or its
     Subsidiaries, the presence of asbestos-containing materials at any
     respective property of the Company or its Subsidiaries or the Release or
     threatened Release of any Contaminant into the environment (collectively,
     the "INDEMNIFIED MATTERS");



                                      -97-
<PAGE>   108


provided, however, no Borrower shall have any obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused by or resulting from the
willful misconduct or Gross Negligence of such Indemnitee with respect to the
Loan Documents, as determined by the final non-appealed judgment of a court of
competent jurisdiction. If the undertaking to indemnify, pay and hold harmless
set forth in the preceding sentence may be unenforceable because it is violative
of any law or public policy, the applicable Borrower shall contribute the
maximum portion which it is permitted to pay and satisfy under applicable law,
to the payment and satisfaction of all Indemnified Matters incurred by the
Indemnitees.

     (C) Waiver of Certain Claims. The Borrowers further agree to assert no
claim against any of the Indemnitees on any theory of liability seeking
consequential, special, indirect, exemplary or punitive damages.

     (D) Survival of Agreements. The obligations and agreements of the
Borrowers under this Section 11.7 shall survive the termination of this
Agreement.

     11.8 Numbers of Documents. All statements, notices, closing documents, and
requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders.

     11.9 Accounting. Except with respect to the pricing grid calculations in
Section 2.15 and the financial covenant calculations in Section 7.4 both of
which shall be made in accordance with Agreement Accounting Principles, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with generally accepted
accounting principles as in effect from time to time, consistently applied.

     11.10 Severability of Provisions. Any provision in any Loan Document that
is held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

     11.11 Nonliability of Lenders. The relationship between the Borrowers and
the Lenders and the Administrative Agent shall be solely that of borrower and
lender. Neither the Administrative Agent nor any Lender shall have any fiduciary
responsibilities to the Borrowers. Neither the Administrative Agent nor any
Lender undertakes any responsibility to any Borrower to review or inform any
Borrower of any matter in connection with any phase of the Borrowers' business
or operations.

     11.12 GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT, ON
BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND
AGREEING TO IT THERE. ANY DISPUTE BETWEEN ANY BORROWER AND THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED



                                      -98-
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BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET
SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS.

     11.13 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

     (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF
THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY
BY STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, BUT THE PARTIES HERETO
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF CHICAGO, ILLINOIS. EACH OF THE PARTIES HERETO WAIVES IN ALL
DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE
TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

     (B) OTHER JURISDICTIONS. EACH BORROWER AGREES THAT THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS SHALL HAVE THE RIGHT TO
PROCEED AGAINST EACH BORROWER OR ITS RESPECTIVE PROPERTY IN A COURT IN ANY
LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER ANY
BORROWER OR (2) IN ORDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN
FAVOR OF SUCH PERSON. EACH BORROWER AGREES THAT IT WILL NOT ASSERT ANY
PERMISSIVE UNRELATED COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO
REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF SUCH PERSON. EACH BORROWER WAIVES ANY OBJECTION THAT IT
MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A
PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

     (C) VENUE. EACH BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

     (D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO



                                      -99-
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IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,
CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES
HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.

     (E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY
HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF
SECTION 11.7 AND THIS SECTION 11.13, WITH ITS COUNSEL.

     11.14 Other Transactions. Each of the Agents, the Lead Arrangers, the
Arrangers, the Lenders, the Swing Line Bank and the Borrowers acknowledge that
the Lenders (or Affiliates of the Lenders) may, from time to time, effect
transactions for their own accounts or the accounts of customers, and hold
positions in loans or options on loans of the Company, the Company's
Subsidiaries and other companies that may be the subject of this credit
arrangement and nothing in this Agreement shall impair the right of any such
Person to enter into any such transaction (to the extent it is not expressly
prohibited by the terms of this Agreement) or give any other Person any claim or
right of action hereunder as a result of the existence of the credit
arrangements hereunder, all of which are hereby waived. In addition, certain
Affiliates of one or more of the Lenders are or may be securities firms and as
such may effect, from time to time, transactions for their own accounts or for
the accounts of customers and hold positions in securities or options on
securities of the Company, the Company's Subsidiaries and other companies that
may be the subject of this credit arrangement and nothing in this Agreement
shall impair the right of any such Person to enter into any such transaction (to
the extent it is not expressly prohibited by the terms of this Agreement) or
give any other Person any claim or right of action hereunder as a result of the
existence of the credit arrangements hereunder, all of which are hereby waived.
Other business units affiliated with each of the Agents are providing other
financial services and products to the Company and its Subsidiaries in
connection with initial public offering of the Capital Stock of the Company and
the other transactions contemplated by this Agreement. Each of the Agents, the
Lead Arrangers, the Arrangers, the Lenders, the Swing Line Bank and the
Borrowers acknowledges and consents to these multiple roles, and further
acknowledges that the fact that any such unit or Affiliate is providing another
service or product or proposal therefor to the Company or any of its
Subsidiaries does not mean that such service, product, or proposal is or will be
acceptable to any of the Agents, the Lead Arrangers, the Arrangers, the Lenders
or the Swing Line Bank.



                                     -100-
<PAGE>   111

ARTICLE XII: THE ADMINISTRATIVE AGENT

     12.1 Appointment; Nature of Relationship. First Chicago is appointed by
the Lenders as the Administrative Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this Article XII. Notwithstanding the use of the
defined term "Administrative Agent," it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary responsibilities to any
Holder of Obligations by reason of this Agreement and that the Administrative
Agent is merely acting as the representative of the Lenders with only those
duties as are expressly set forth in this Agreement and the other Loan
Documents. In its capacity as the Lenders' contractual representative, the
Administrative Agent (i) does not assume any fiduciary duties to any of the
Holders of Obligations, (ii) is a "representative" of the Holders of Obligations
within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is
acting as an independent contractor, the rights and duties of which are limited
to those expressly set forth in this Agreement and the other Loan Documents.
Each of the Lenders, for itself and on behalf of its affiliates as Holders of
Obligations, agrees to assert no claim against the Administrative Agent on any
agency theory or any other theory of liability for breach of fiduciary duty, all
of which claims each Holder of Obligations waives.

     12.2 Powers. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action hereunder or under any of the other Loan Documents
except any action specifically provided by the Loan Documents required to be
taken by the Administrative Agent.

     12.3 General Immunity. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Company, the
Lenders or any Lender for any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is found in a final
judgment by a court of competent jurisdiction to have arisen solely from the
Gross Negligence or willful misconduct of such Person.

     12.4 No Responsibility for Loans, Creditworthiness, Recitals, Etc. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(i) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document; (iii) the
satisfaction of any condition specified in Article V, except receipt of items
required to be delivered solely to the Administrative Agent; (iv) the existence
or possible existence of any Default or (v) the validity, effectiveness or
genuineness of any Loan Document or any other instrument or writing furnished in
connection therewith. The Administrative Agent shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or in
any of the other



                                     -101-
<PAGE>   112

Loan Documents, or for the execution, effectiveness, genuineness, validity,
legality, enforceability, collectibility, or sufficiency of this Agreement or
any of the other Loan Documents or the transactions contemplated thereby, or for
the financial condition of any guarantor of any or all of the Obligations, the
Company or any of its Subsidiaries.

     12.5 Action on Instructions of Lenders. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
and under any other Loan Document in accordance with written instructions signed
by the Required Lenders (or all of the Lenders in the event that and to the
extent that this Agreement expressly requires such), and such instructions and
any action taken or failure to act pursuant thereto shall be binding on all of
the Lenders and on all owners of Loans and on all Holders of Obligations. The
Administrative Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action. Subject to the preceding, the Administrative Agent will
act as directed by the Required Lenders.

     12.6 Employment of Agents and Counsel. The Administrative Agent may
execute any of its duties as the Administrative Agent hereunder and under any
other Loan Document by or through employees, agents, and attorney-in-fact and
shall not be answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Administrative Agent and the Lenders and all
matters pertaining to the Administrative Agent's duties hereunder and under any
other Loan Document.

     12.7 Reliance on Documents; Counsel. The Administrative Agent shall be
entitled to rely upon any notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the Administrative
Agent, which counsel may be employees of the Administrative Agent.

     12.8 The Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Pro Rata Shares (i) for any amounts not
reimbursed by any Borrower for which the Administrative Agent are entitled to
reimbursement by any Borrower under the Loan Documents, (ii) for any other
expenses incurred by the Administrative Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have



                                     -102-
<PAGE>   113

arisen from the Gross Negligence or willful misconduct of the Administrative
Agent.

     12.9 Rights as a Lender. With respect to its Revolving Loan Commitment,
Loans made by it, the Administrative Agent shall have the same rights and powers
hereunder and under any other Loan Document as any Lender and may exercise the
same as though it were not the Administrative Agent, and the term "Lender" or
"Lenders" shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent may
accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with the Company or any of its
Subsidiaries in which such Person is not prohibited hereby from engaging with
any other Person.

     12.10 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arranger
or any other Lender and based on the financial statements prepared by the
Company and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, the Arranger or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents.

     12.11 Successor Administrative Agent. The Administrative Agent may resign
at any time by giving written notice thereof to the Lenders and the Company.
Upon any such resignation, the Required Lenders shall have the right to appoint,
on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If
no successor Administrative Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within thirty days after the
retiring Administrative Agent's giving notice of resignation, then the retiring
Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a
successor Administrative Agent. Notwithstanding anything herein to the contrary,
so long as no Default has occurred and is continuing, each such successor
Administrative Agent shall be subject to approval by the Company, which approval
shall not be unreasonably withheld. Such successor Administrative Agent shall be
a commercial bank having capital and retained earnings of at least $500,000,000.
Upon the acceptance of any appointment as the Administrative Agent hereunder by
a successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article XII shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Administrative Agent hereunder and
under the other Loan Documents.

     12.12. No Duties Imposed Upon Syndication Agent, Co-Documentation Agents,
Lead Arrangers or Arrangers. None of the Persons identified on the cover page
to this Agreement, the signature pages to this Agreement or otherwise in this
Agreement as a "Syndication Agent" or "Co-Documentation Agent" or "Lead
Arranger" or "Arranger" shall have any right, power, obligation,



                                     -103-
<PAGE>   114

liability, responsibility or duty under this Agreement other than, if such
Person is a Lender, those applicable to all Lenders as such. Without limiting
the foregoing, none of the Persons identified on the cover page to this
Agreement, the signature pages to this Agreement or otherwise in this Agreements
as a "Syndication Agent" or "Co-Documentation Agent" or "Lead Arranger" or
"Arranger" shall have or be deemed to have any fiduciary duty to or fiduciary
relationship with any Lender. In addition to the agreements set forth in Section
12.10, each of the Lenders acknowledges that it has not relied, and will not
rely, on any of the Persons so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.



ARTICLE XIII: SETOFF; RATABLE PAYMENTS

     13.1 Setoff. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if any Default occurs and is continuing and after
the affirmative consent of the Administrative Agent or the Required Lenders, any
Indebtedness from any Lender to the Company or any other Borrower (including all
account balances, whether provisional or final and whether or not collected or
available) may be offset and applied toward the payment of the Obligations owing
to such Lender, whether or not the Obligations, or any part hereof, shall then
be due.

     13.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments received pursuant to
Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligation or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to the obligations owing to them. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.

     13.3 Application of Payments. Subject to the provisions of Section 9.2, the
Administrative Agent shall, unless otherwise specified at the direction of the
Required Lenders which direction shall be consistent with the last sentence of
this Section 13.3, apply all payments and prepayments in respect of any
Obligations in the following order:

          (A) first, to pay interest on and then principal of any portion of the
     Loans which the Administrative Agent may have advanced on behalf of any
     Lender for which the Administrative Agent has not then been reimbursed by
     such Lender or the applicable Borrower;

          (B) second, to pay interest on and then principal of any advance made
     under Section 11.3 for which the Administrative Agent has not then been
     paid by the applicable Borrower or reimbursed by the Lenders;



                                     -104-
<PAGE>   115

          (C) third, to the ratable payment of the Obligations in respect of any
     fees, expenses, reimbursements or indemnities then due to the
     Administrative Agent, each Lead Arranger and each Arranger;

          (D) fourth, to pay Obligations in respect of any fees, expenses,
     reimbursements or indemnities then due to the Lenders;

          (E) fifth, to pay interest due in respect of Swing Line Loans;

          (F) sixth, to pay interest due in respect of Loans (other than Swing
     Line Loans);

          (G) seventh, to the ratable payment or prepayment of principal
     outstanding on Swing Line Loans;

          (H) eighth, to the ratable payment or prepayment of principal
     outstanding on Loans (other than Swing Line Loans) in such order as the
     Administrative Agent may determine in its sole discretion;

          (I) ninth, to provide required cash collateral, if required pursuant
     to Section 3.11 and

          (J) tenth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Company, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied first, to repay
outstanding Floating Rate Loans, and then to repay outstanding Eurocurrency Rate
Loans with those Eurocurrency Rate Loans which have earlier expiring Interest
Periods being repaid prior to those which have later expiring Interest Periods.
The order of priority set forth in this Section 13.3 and the related provisions
of this Agreement are set forth solely to determine the rights and priorities of
the Administrative Agent, the Lead Arrangers, the Arrangers, the Lenders and the
Swing Line Bank as among themselves. The order of priority set forth in clauses
(D) through (J) of this Section 13.3 may at any time and from time to time be
changed by the Required Lenders without necessity of notice to or consent of or
approval by the Company or any other Person; provided, that the order of
priority of payments in respect of Swing Line Loans may be changed only with the
prior written consent of the Swing Line Bank. The order of priority set forth in
clauses (A) through (C) of this Section 13.3 may be changed only with the prior
written consent of the Administrative Agent, and, in the case of clause (C),
with the prior written consent of the Lead Arrangers and the Arrangers affected
thereby.

     13.4 Relations Among Lenders. The Lenders are not partners or co-venturers,
and no Lender shall be liable for the acts or omissions of, or (except as
otherwise set forth herein in case of the Administrative Agent) authorized to
act for, any other Lender.


ARTICLE XIV:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


                                     -105-
<PAGE>   116
     14.1 Successors and Assigns. The terms and provisions of the Loan Documents
shall be binding upon and inure to the benefit of the Borrowers and the Lenders
and their respective successors and assigns, except that (A) no Borrower shall
have any right to assign its rights or obligations under the Loan Documents
without the consent of all of the Lenders, and any such assignment in violation
of this Section 14.1(A) shall be null and void, and (B) any assignment by any
Lender must be made in compliance with Section 14.3 hereof. Notwithstanding
clause (B) of this Section 14.1 or Section 14.3, (i) any Lender may at any time,
without the consent of any Borrower or the Administrative Agent, assign all or
any portion of its rights under this Agreement to a Federal Reserve Bank and
(ii) any Lender which is a fund or commingled investment vehicle that invests in
commercial loans in the ordinary course of its business may at any time, without
the consent of any Borrower or the Administrative Agent, pledge or assign all or
any part of its rights under this Agreement to a trustee or other representative
of holders of obligations owed or securities issued by such Lender as collateral
to secure such obligations or securities; provided, however, that no such
assignment or pledge shall release the transferor Lender from its obligations
hereunder. The Administrative Agent may treat each Lender as the owner of the
Loans made by such Lender hereunder for all purposes hereof unless and until
such Lender complies with Section 14.3 hereof in the case of an assignment
thereof or, in the case of any other transfer, a written notice of the transfer
is filed with the Administrative Agent. Any assignee or transferee of a Loan,
Revolving Loan Commitment or any other interest of a lender under the Loan
Documents agrees by acceptance thereof to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of any Loan, shall be conclusive and binding on any
subsequent owner, transferee or assignee of such Loan.

     14.2 Participations.

     (A) Permitted Participants; Effect. Subject to the terms set forth in this
Section 14.2, any Lender may, in the ordinary course of its 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 Revolving Loan Commitment of such Lender or any other interest of
such Lender under the Loan Documents on a pro rata or non-pro rata basis. Notice
of such participation to the Company and the Administrative Agent shall be
required prior to any participation becoming effective with respect to a
Participant which is not a Lender or an Affiliate thereof. Upon receiving said
notice, the Administrative Agent shall record the participation in the Register
it maintains. Moreover, notwithstanding such recordation, such participation
shall not be considered an assignment under Section 14.3 of this Agreement and
such Participant shall not be considered a Lender. In the event of any such sale
by a Lender of participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of all Loans made by it for
all purposes under the Loan Documents, all amounts payable by the applicable
Borrower under this Agreement shall be determined as if such Lender had not sold
such participating interests, and the applicable Borrower and the Administrative
Agent shall continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under the Loan Documents except that,
for purposes of Article IV hereof, the Participants shall be entitled to the
same rights as if they were



                                     -106-
<PAGE>   117

Lenders.

     (B) Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan or Revolving Loan Commitment in which such
Participant has an interest which forgives principal, interest or fees or
reduces the interest rate or fees payable pursuant to the terms of this
Agreement with respect to any such Loan or Revolving Loan Commitment, or
postpones any date fixed for any regularly-scheduled payment of principal of, or
interest or fees on, any such Loan or Revolving Loan Commitment.

     14.3 Assignments.

     (A) Permitted Assignments. (i) Any Lender (each such assigning Lender under
this Section 14.3 being a "SELLER") may, in accordance with applicable law, at
any time assign to one or more banks or other entities (other than the Company
or any of its Affiliates) ("PURCHASERS") all or a portion of its rights and
obligations under this Agreement (including, without limitation, its Revolving
Loan Commitment, all Loans owing to it, all of its participation interests in
existing Swing Line Loans and its obligation to participate in additional Swing
Line Loans hereunder) in accordance with the provisions of this Section 14.3.
Each assignment shall be of a constant, and not a varying, ratable percentage of
all of the Seller's rights and obligations under this Agreement. Such assignment
shall be substantially in the form of Exhibit D hereto and shall not be
permitted hereunder unless such assignment is either for all of such Seller's
rights and obligations under the Loan Documents or, without the prior written
consent of the Administrative Agent, involves loans and commitments in an
aggregate amount of at least $5,000,000 (which minimum amount (i) shall not
apply to any assignment between Lenders, or to an Affiliate or Approved Fund of
any Lender, and (ii) in any event may be waived by the Administrative Agent).
The written consent of the Administrative Agent, and, prior to the occurrence of
a Default, the Company (which consent, in each such case, shall not be
unreasonably withheld), shall be required prior to an assignment becoming
effective with respect to a Purchaser which is not a Lender or an Affiliate or
Approved Fund of such Lender.

         (ii) Notwithstanding anything to the contrary contained herein, any
         Lender (each such Lender, a "GRANTING BANK") may grant to a special
         purpose funding vehicle (each such special purpose funding vehicle, a
         "SPC"), identified as such in writing from time to time by the
         applicable Granting Bank to the Administrative Agent and the Company,
         the option to provide to the Company and the other Borrowers all or any
         part of any Advance that such Granting Bank would otherwise be
         obligated to make to the applicable Borrower pursuant to this
         Agreement; provided, that (i) nothing herein shall constitute a
         commitment by any SPC to make any Advance, (ii) if an SPC elects not to
         exercise such option or otherwise fails to provide all or any part of
         such Advance, the applicable Granting Bank shall be obligated to make
         such Advance pursuant to the terms hereof. The making of an Advance by
         any SPC hereunder shall utilize the Revolving Loan Commitment of the
         applicable Granting Bank to the same extent, and as if, such Advance
         were made by such



                                     -107-
<PAGE>   118


          Granting Bank. Each party hereto hereby agrees that no SPC shall be
          liable for any indemnity or other similar payment obligation under
          this Agreement (all liability for which shall remain with the
          applicable Granting Bank). All notices hereunder to any Granting Bank
          or the related SPC, and all payments in respect of the Obligations due
          to such Granting Bank or the related SPC, shall be made to such
          Granting Bank. In addition, each Granting Bank shall vote as a Lender
          hereunder without giving effect to any assignment under this Section
          14.3(A)(ii), and no SPC shall have any vote as a Lender under this
          Agreement for any purpose. In furtherance of the foregoing, each party
          hereto hereby agrees (which agreement shall survive the termination of
          this Agreement) that, prior to the date that is one year and one day
          after the payment in full of all outstanding commercial paper or other
          senior indebtedness of any SPC, it will not institute against, or join
          any other person in instituting against, such SPC any bankruptcy,
          reorganization, arrangement, insolvency or liquidation proceedings
          under the laws of the United States or any State thereof. In addition,
          notwithstanding anything to the contrary contained in this Section
          14.3, any SPC may (i) with notice to, but without the prior written
          consent of, the Company and the Administrative Agent and without
          paying any processing or administrative fee therefor, assign all or a
          portion of its interests in any Advances to the Granting Bank or to
          any financial institutions (consented to by the Company and the
          Administrative Agent in accordance with the terms of Section
          14.3(A)(i)) providing liquidity and/or credit support to or for the
          account of such SPC to support the funding or maintenance of Advances
          and (ii) disclose on a confidential basis any non-public information
          relating to its Advances to any rating agency, commercial paper dealer
          or provider of any surety, guarantee or credit or liquidity
          enhancement to such SPC. This Section 14.3(A)(ii) may not be amended
          without the written consent of each SPC affected thereby.

         (B) Effect; Effective Date. Upon (i) delivery to the Administrative
Agent of a notice of assignment, substantially in the form attached as Appendix
I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent
required by Section 14.3(A) hereof, (ii) payment of a $3,500 fee by the assignee
or the assignor (as agreed) to the Administrative Agent for processing such
assignment (other than an assignment by a Lender to an affiliate of such Lender
or an Approved Fund of such Lender), and (iii) the completion of the recording
requirements in Section 14.3(C), such assignment shall become effective on the
later of such date when the requirements in clauses (i), (ii), and (iii) are met
or the effective date specified in such Notice of Assignment. The Notice of
Assignment shall contain a representation by the Purchaser to the effect that
none of the consideration used to make the purchase of the Revolving Loan
Commitment and Loans under the applicable assignment agreement are "plan assets"
as defined under ERISA and that the rights and interests of the Purchaser in and
under the Loan Documents will not be "plan assets" under ERISA. On and after the
effective date of such assignment, such Purchaser, if not already a Lender,
shall for all purposes be a Lender party to this Agreement and any other Loan
Documents executed by the Lenders and shall have all the rights and obligations
of a Lender under the Loan Documents, to the same extent as if it were an
original party hereto, and no further consent or action by any Borrower, the
Lenders or the Administrative Agent shall be required to release the Seller with
respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and
Swing Line Loan participations assigned to such Purchaser. Upon the consummation
of any assignment to a Purchaser pursuant to this Section 14.3(B), the Seller,
the Administrative Agent and the Borrowers



                                     -108-
<PAGE>   119

shall make appropriate arrangements so that, to the extent notes have been
issued to evidence any of the transferred Loans, replacement notes are issued to
such Seller and new notes or, as appropriate, replacement notes, are issued to
such Purchaser, in each case in principal amounts reflecting their Revolving
Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding
anything to the contrary herein, no Borrower shall, at any time, be obligated to
pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or
transferee any sum in excess of the sum which such Borrower would have been
obligated to pay to the Lender that was the Seller, assignor or transferor had
such assignment or transfer not been effected.

     (C) The Register. Notwithstanding anything to the contrary in this
Agreement, each Borrower hereby designates the Administrative Agent, and the
Administrative Agent, hereby accepts such designation, to serve as such
Borrower's contractual representative solely for purposes of this Section
14.3(C). In this connection, the Administrative Agent shall maintain at its
address referred to in Section 15.1 a copy of each Commitment and Acceptance
delivered pursuant to Section 2.6(b) and each assignment delivered to and
accepted by it pursuant to this Section 14.3 and a register (the "REGISTER") for
the recordation of the names and addresses of the Lenders and the Revolving Loan
Commitment of, principal amount of and interest on the Loans owing to, each
Lender from time to time and whether such Lender is an original Lender, became a
Lender pursuant to Section 2.6(b) or the assignee of another Lender pursuant to
an assignment under this Section 14.3. The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the Company
and each of its Subsidiaries, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
any Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

     14.4 Confidentiality. Subject to Section 14.5, the Administrative Agent
and the Lenders and their respective representatives shall hold all nonpublic
information obtained pursuant to the requirements of this Agreement and
identified as such by the Company or any other Borrower in accordance with such
Person's customary procedures for handling confidential information of this
nature and in accordance with safe and sound commercial lending or investment
practices and in any event may make disclosure reasonably required by a
prospective Transferee in connection with the contemplated participation or
assignment or as required or requested by any Governmental Authority or any
securities exchange or similar self-regulatory organization or representative
thereof or pursuant to a regulatory examination or legal process, or to any
direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor, and shall require any such
Transferee to agree (and require any of its Transferees to agree) to comply with
this Section 14.4. In no event shall the Administrative Agent or any Lender be
obligated or required to return any materials furnished by the Company;
provided, however, each prospective Transferee shall be required to agree that
if it does not become a participant or assignee it shall return all materials
furnished to it by or on behalf of the Company in connection with this
Agreement.

     14.5 Dissemination of Information. Each Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective Transferee any and all information in



                                     -109-
<PAGE>   120

such Lender's possession concerning the Company and its Subsidiaries; provided
that prior to any such disclosure, such prospective Transferee shall agree to
preserve in accordance with Section 14.4 the confidentiality of any confidential
information described therein.

ARTICLE XV: NOTICES

     15.1 Giving Notice. Except as otherwise permitted by Section 2.14 with
respect to Borrowing/Conversion/Continuation Notices, all notices and other
communications provided to any party hereto under this Agreement or any other
Loan Documents shall be in writing or by telex or by facsimile and addressed or
delivered to such party at its address set forth below its signature hereto or
at such other address as may be designated by such party in a notice to the
other parties. Any notice, if mailed and properly addressed with postage
prepaid, shall be deemed given when received; any notice, if transmitted by
telex or facsimile, shall be deemed given when transmitted (answerback confirmed
in the case of telexes).

     15.2 Change of Address. The Borrowers, the Administrative Agent and any
Lender may each change the address for service of notice upon it by a notice in
writing to the other parties hereto.


ARTICLE XVI: COUNTERPARTS

     This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement shall be
effective when it has been executed by the Company, the Administrative Agent and
the Lenders and each party has notified the Administrative Agent by telex or
telephone, that it has taken such action.


                  [Remainder of This Page Intentionally Blank]






                                     -110-
<PAGE>   121
     IN WITNESS WHEREOF, the Company, the Lenders and the Administrative Agent
have executed this Agreement as of the date first above written.


                               AMERICAN NATIONAL CAN GROUP, INC.,
                               as the Company



                               By:  Dennis M. Byrd
                               Name:  Dennis M. Byrd
                               Title: Vice President and Treasurer

                               Address:  8770 West Bryn Mawr Avenue
                                         Chicago, IL  60631

                               Attention: Vice-President -- Treasurer
                               Telephone No.:  (773) 399-3170
                               Facsimile No.:  (773) 399-3115

                               with a copy to:

                               Attention: General Counsel
                               Telephone No.:  (773) 399-3522
                               Facsimile No.:  (773) 399-3527
                               Address:  8770 West Bryn Mawr Avenue
                                         Chicago, IL  60631






                                     S-1
<PAGE>   122


                               THE FIRST NATIONAL BANK OF
                               CHICAGO, as Administrative Agent, as Swing Line
                               Lender and as a Lender



                               By:  Susan L. Comstock
                               Name:  Susan L. Comstock
                               Title: First Vice President

                               Address:
                               One First National Plaza
                               Chicago, Illinois  60670
                               Attention:  Susan L. Comstock
                               Telephone No.:  (312) 732-4244
                               Facsimile No.:  (312) 732-1916





                                       S-2
<PAGE>   123


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



                                  By:  Peter M. Hayes
                                  Name:  Peter M. Hayes
                                  Title: Vice President

                                  Address:  270 Park Avenue
                                            30th Floor
                                            New York, NY 10017


                                  Telephone No.:  (212) 270-6698
                                  Facsimile No.:  (212) 270-1629




                                      S-3
<PAGE>   124


                                   ABN AMRO BANK N.V., as Co-Documentation
                                   Agent, as Arranger, as CLO Administrative
                                   Agent and as a Lender



                                   By:  Thomas A. Kramer
                                   Name:  Thomas A. Kramer
                                   Title: Group Vice President

                                   By:  Mary L. Honda
                                   Name:  Mary L. Honda
                                   Title: Vice President

                                   Address:  135 South LaSalle St.
                                             Suite 625
                                             Chicago, IL 60603


                                   Attention:      Mary Honda
                                   Telephone No.:  (312) 904-5220
                                   Facsimile No.:  (312) 606-8425





                                      S-4
<PAGE>   125


                                    ROYAL BANK OF CANADA, as Co-
                                    Documentation Agent, as Arranger and as a
                                    Lender



                                    By:  John Crawford
                                       Name:   John Crawford
                                       Title:  Senior Manager

                                    Address:    Credit Issues:
                                                One Liberty Plaza, 5th Floor
                                                New York, NY 10006
                                    Attention:  John Crawford

                                    Telephone No.:  (212) 428-6261
                                    Facsimile No.:   (212) 428-6459
                                    E-Mail:   jcrawford@royalusa.com

                                    Address:   Administrative:
                                               One Liberty Plaza, 4th Floor
                                               New York, NY 10006
                                    Attention:  Danielle Giles

                                    Telephone No.: (212) 428-6332
                                    Facsimile No.: (212) 428-2372
                                    E-Mail:



Signature Page to 364-Day Credit Agreement
 dated as of  July, 1999

                                      S-5
<PAGE>   126


                                   BANQUE NATIONALE DE PARIS, as Arranger



                                   By:  Simon Allocca
                                      Name:  Simon Allocca
                                      Title: Vice President

                                   Address:  8-13 King Williams Street
                                             London, UK EC4P 4HS

                                   Attention: Simon Allocca
                                   Telephone No.: +44 171 772 9886
                                   Facsimile No.:  +44 171 548 9499



Signature Page to 364-Day Credit Agreement
 dated as of  July, 1999

                                      S-6

<PAGE>   127




                                   THE BANK OF TOKYO - MITSUBISHI, LTD.,
                                   as a Lender


                                   By:  Hisashi Miyashiro
                                       Name:  Hisashi Miyashiro
                                       Title:    Deputy General Manager

                                   Address:   227 West Monroe, Suite 2300
                                                 Chicago, IL 60606

                                   Telephone No.:  (312) 696-4662
                                   Facsimile No.:   (312) 696-4535
                                   E-Mail:   alam@BTMNA.com


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-7
<PAGE>   128


                                   FIRST UNION NATIONAL BANK, as a Lender



                                   By:  John E. Reid
                                       Name:  John E. Reid
                                       Title: Vice President

                                   Address:   301 South College St. TW-10
                                              Charlotte, NC 28288-0745

                                   Telephone No.:  (704) 383-1385
                                   Facsimile No.:   (704) 383-7236
                                   E-Mail:   john.reid@funb.com



Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-8
<PAGE>   129


                                   CREDIT AGRICOLE INDOSUEZ, as a Lender


                                   By:  Craig Welch
                                       Name:  Craig Welch
                                       Title: First Vice President

                                   By:  Michael G. Haggarty
                                       Name:  Michael G. Haggarty
                                       Title: Vice President


                                   Address:   520 Madison Ave. 8th Floor
                                                 New York, NY 10022

                                   Telephone No.:  (212) 418-7042
                                   Facsimile No.:   (212) 418-2228
                                   E-Mail:



Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-9
<PAGE>   130


                                   BANK BOSTON N.A., as a Lender


                                   By: Ravi Kacker
                                       Name: Ravi Kacker
                                       Title:Vice President


                                   Address:  100 Federal Street
                                             Mail Stop: MA BOS 01-10-01
                                             Boston, MA 02110

                                   Telephone No.: (617) 434-4708
                                   Facsimile No.: (617) 434-0601
                                   E-Mail:         rkacker@bkb.com

Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-10

<PAGE>   131


                                   CREDIT SUISSE - FIRST BOSTON, as a Lender


                                   By:  Bill O'Daly
                                       Name:  Bill O'Daly
                                       Title: Vice President

                                   By:  Robert Hetu
                                       Name:  Robert Hetu
                                       Title: Vice President


                                   Address:  Eleven Madison Avenue
                                             New York, NY 10010-3629


                                   Telephone No.: (212) 325-1986 (O'Daly)
                                   Facsimile No.: (212) 325-8314
                                   E-Mail:         William.Odaly@csfb.com


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-11

<PAGE>   132


                                   FORTIS (USA) FINANCE, LLC, as a Lender


                                   By:  David Snyder
                                       Name: David Snyder
                                       Title:Senior Vice President


                                   By:  E. Matthews
                                       Name: A. Edwin Matthews
                                       Title: Senior Vice President


                                   Address:  520 Madison Avenue
                                             3rd Floor
                                             New York, NY 10022
                                   Attention: Loan Administration

                                   Telephone No.: (212) 418-8700
                                   Facsimile No.: (212) 750-9503
                                   E-Mail:   Douglas.Riahi@fbfinance.com


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-12

<PAGE>   133


                                   FLEET NATIONAL BANK, as a Lender


                                   By: Steve Kalin
                                       Name:  G. Steven Kalin
                                       Title: Vice President


                                   Address:  One Federal Street
                                             Boston, MA 02110

                                   Telephone No.:  (617) 346-0877
                                   Facsimile No.:  (617) 346-0145
                                   E-Mail:          George_S_Kalin@Fleet.com


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-13

<PAGE>   134


                                   THE SUMITOMO BANK, LTD., as a Lender


                                   By:  John H. Kemper
                                       Name: John H. Kemper
                                       Title:   Senior Vice President


                                   Address:  Lisette Villamueva-Ruiz
                                             The Sumitomo Bank - New York Branch
                                             227 Park Avenue
                                             New York, NY 10172

                                   Telephone No.:  (212) 224-4185
                                   Facsimile No.:   (212) 224-5197
                                   E-Mail:lisette_villanueva-ruiz@sumitomobank.
                                   com


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-14

<PAGE>   135


                                   WACHOVIA BANK, N.A., as a Lender


                                   By:  Deborah L. Coheley
                                       Name: Deborah L. Coheley
                                       Title:Senior Vice President


                                   Address:  191 Peachtree St. N.E.
                                             Atlanta, GA 30303

                                   Telephone No.: (404) 332-1291
                                   Facsimile No.:  (404) 332-6898
                                   E-Mail:


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-15

<PAGE>   136


                                   HARRIS TRUST AND SAVINGS BANK, as a Lender


                                   By:  Robert H. Wolohan
                                       Name: Robert H. Wolohan
                                       Title:Vice President


                                   Address:  111 W. Monroe St., 18W
                                             Chicago, IL 60603

                                   Telephone No.:  (312) 461-6049
                                   Facsimile No.:   (312) 765-8095
                                   E-Mail:   robert.wolohan@harrisbank.com


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-16

<PAGE>   137


                                   BANK HAPOALIM B.M., as a Lender


                                   By:  Michael J. Byrne
                                       Name:  Michael J. Byrne
                                       Title: Vice President - Senior
                                       Lending Officer


                                   By:  Phillip E. Gansch
                                       Name:  Phillip E. Gansch
                                       Title: Vice President


                                   Address:  Bank Hapoalim B.M.
                                             225 N. Michigan Ave., Suite 900
                                             Chicago, IL 60601
                                   Attention:  Michael Kearney

                                   Telephone No.:  (312) 228-6425
                                   Facsimile No.:   (312) 228-6490
                                   E-Mail:


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-17

<PAGE>   138


                                   BANCA DI ROMA - CHICAGO BRANCH, as a Lender


                                   By:  Aurora Pensa
                                       Name:  Aurora Pensa (97974)
                                       Title: Vice President


                                   By:  Luca Balestra
                                       Name:  Luca Balestra (25050)
                                       Title: Vice President and Deputy Manager


                                   Address:  Banca Di Roma
                                             225 W. Washington St., Suite 1200
                                             Chicago, IL 60606

                                   Telephone No.:  (312) 704-2629
                                   Facsimile No.:   (312) 726-3058
                                   E-Mail:



Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-18

<PAGE>   139


                                   BANCA NAZIONALE DEL LAVORO S. P. A. -
                                   NEW YORK BRANCH, as a Lender


                                   By: Giulio Giovine
                                       Name:  Giulio Giovine
                                       Title: Vice President

                                   By:  Leonardo Valentini
                                       Name:  Leonardo Valentini
                                       Title: First Vice President


                                   Address:   25 West 51st Street
                                              New York, NY 10019

                                   Telephone No.:  (212) 314-0239
                                   Facsimile No.:   (212) 765-2978
                                   E-Mail:   comdiv@bnlny.com




Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-19

<PAGE>   140


                                   BANCO BILBAO VIZCAYA S.A., as a Lender


                                   By:  John Martini Carreras
                                       Name:  John Martini Carreras
                                       Title: Vice President


                                   By:  Alejandro Lorca
                                       Name:  Alejandro Lorca
                                       Title: Vice President


                                   Address:  1345 Avenue of the Americas
                                             45th Floor
                                             New York, NY 10122

                                   Telephone No.:  (212) 728-1653
                                   Facsimile No.:   (212) 333-2904
                                   E-Mail:     martinij@mindspring.com


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-20


<PAGE>   141


                                   THE BANK OF NEW YORK, as a Lender


                                   By:  John Lokay
                                       Name:  John M. Lokay, Jr.
                                       Title: Vice President


                                   Address:  One Wall Street
                                             New York, NY 10286

                                   Telephone No.:  (212) 635-1172
                                   Facsimile No.:  (212) 635-1208
                                   E-Mail:         jlokay@bankofny.com



Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-21

<PAGE>   142


                                   BANKERS TRUST COMPANY, as a Lender


                                   By:  Robert R. Telesca
                                       Name:  Robert R. Telesca
                                       Title: Assistant Vice President


                                   Address:


                                   Telephone No.:
                                   Facsimile No.:
                                   E-Mail:



Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-22

<PAGE>   143


                                   BARCLAYS BANK PLC, as a Lender


                                   By:  T. Bullock
                                       Name:  Terance Bullock
                                       Title: Vice President


                                   Address:  222 Broadway
                                             New York, NY 10038

                                   Telephone No.:  (212) 412-2554
                                   Facsimile No.:   (212) 412-7590
                                   E-Mail:     terance.bullock@barcap.com



Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-23

<PAGE>   144


                                   COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE, as a Lender


                                   By:  Eric Longuet
                                       Name: Eric Longuet
                                       Title:Vice President

                                   By:  Martha Skidmore
                                       Name: Martha Skidmore
                                       Title:Vice President


                                   Address:  520 Madison Avenue
                                             New York, NY 10022

                                   Telephone No.: (212) 715-4456
                                   Facsimile No.: (212) 715-4535
                                   E-Mail:   elcnguet@cicny.com


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-24

<PAGE>   145


                                   THE DAI-ICHI KANGYO BANK, LTD., as a Lender


                                   By:  N. Fukatsu
                                       Name: Nobuyasu Fukatsu
                                       Title:Vice President


                                   Address:  10 South Wacker Drive
                                             26th Floor
                                             Chicago, IL 60606

                                   Telephone No.:  (312) 715-6362
                                   Facsimile No.:   (312) 876-2011
                                   E-Mail:   JOHN_SNEED@DKB.com

Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-25

<PAGE>   146


                                   DRESDNER BANK AG, NEW YORK AND
                                   GRAND CAYMAN BRANCHES, as a Lender


                                   By:  John R. Morrison
                                       Name:  John R. Morrison
                                       Title:    Vice President

                                   By:  Christopher E. Sarisky
                                       Name: Christopher E. Sarisky
                                       Title:   Assistant Vice President


                                   Address:  Dresdner Bank AG - Chicago Branch
                                             190 S. LaSalle Street, Suite 2700
                                              Chicago, IL 60603
                                   Attention: Jim Jerz and Craig Payne

                                   Telephone No.:(312) 444-1851 or(312) 444-1314
                                   Facsimile No.(312) 444-1305 or (312) 444-1301
                                   E-Mail:       cpayne@dresdner.com or
                                                jjerz@dresdner.com

Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-26

<PAGE>   147


                                   THE INDUSTRIAL BANK OF JAPAN,
                                   LIMITED., as a Lender


                                   By: Walter Wolff
                                       Name: Walter R. Wolff
                                       Title:   Joint General Manager


                                   Address:  227 W. Monroe , Suite 2600
                                             Chicago, IL 60606

                                   Telephone No.: (312) 855-1111
                                   Facsimile No.: (312) 855-8200
                                   E-Mail:


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-27

<PAGE>   148


                                   KBC BANK N.V., as a Lender


                                   By:  John E. Thierfelder
                                       Name:  John E. Thierfelder
                                       Title: Vice President

                                   By:  R. Snauffer
                                       Name: Robert Snauffer
                                       Title:First Vice President


                                   Address:  125 West 55th Street
                                             New York, NY 10019

                                   Telephone No.: (212) 541-0600
                                   Facsimile No.: (212) 541-0793
                                   E-Mail:


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-28

<PAGE>   149


                                   MERCANTILE BANK NATIONAL
                                   ASSOCIATION, as a Lender


                                   By:  Gerald S. Kirk
                                       Name: Gerald S. Kirk
                                       Title: Vice President


                                   Address:  One Mercantile Center
                                             12th Floor
                                             St. Louis, MO 63101

                                   Telephone No.: (314) 418-8247
                                   Facsimile No.: (314) 418-2203
                                   E-Mail:   gerald.s.kirk@merchep.com


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-29


<PAGE>   150


                                   THE SANWA BANK, LTD., as a Lender


                                   By:  Kenneth C. Eichwald
                                       Name:  Kenneth C. Eichwald
                                       Title: First Vice President and
                                              Assistant General Manager


                                   Address:  10 S. Wacker Drive, 31st Floor
                                              Chicago, IL 60606

                                   Telephone No.: (312) 228-6410
                                   Facsimile No.: (312) 228-6490
                                   E-Mail:


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-30

<PAGE>   151


                                   SUNTRUST BANK, ATLANTA, as a Lender


                                   By:  Shelley Browne
                                       Name: Shelley Browne
                                       Title: Managing Director


                                   Address:  303 Peachtree Street
                                             Mailcode 1928 3rd Floor
                                             Atlanta, GA 30308

                                   Telephone No.: (404) 588-7915
                                   Facsimile No.: (404) 658-4905
                                   E-Mail:


Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-31

<PAGE>   152


                                   UNICREDITO ITALIANO (NEW YORK), as a
Lender


                                   By:  Nicola Longo Dente
                                       Name:  Nicola Longo Dente
                                       Title: First Vice President


                                   By:   Charles Michael
                                       Name:  Charles Michael
                                       Title: Vice President


                                   Address:  375 Park Avenue, 2nd Floor
                                             New York, NY 10152

                                   Telephone No.:  (212) 546-9611
                                   Facsimile No.:  (212) 546-9665
                                   E-Mail:



Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-32

<PAGE>   153


                                   COMERICA BANK, as a Lender


                                   By:  Herbert H. Schluderberg
                                       Name:  Herbert H. Schluderberg
                                       Title: Vice President

                                   Address:   203 N. LaSalle, Suite 2240
                                              Chicago, IL 60606

                                   Telephone No.: (312) 223-7670
                                   Facsimile No.:  (312) 223-7657
                                   E-Mail:   Herb_Schluderberg@comerica.com



Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-33

<PAGE>   154


                                   NATIONAL CITY BANK, as a Lender


                                   By:  Matthew R. Klinger
                                       Name: Matthew R. Klinger
                                       Title:Assistant Vice President


                                   Address:  National City Bank
                                             20 North Wacker Drive
                                             Suite 3012
                                             Chicago, IL 60606

                                   Telephone No.: (312) 739-0953
                                   Facsimile No.: (312) 240-0301
                                   E-Mail:   mklinger@gateway.net



Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-34

<PAGE>   155


                                   THE NORTHERN TRUST COMPANY, as a
                                   Lender


                                   By:  Nicole Boehm
                                       Name: Nicole Boehm
                                       Title:Commercial Credit Officer


                                   Address:  50 S. LaSalle St.
                                             Chicago, IL 60675

                                   Telephone No.: (312) 444-3640
                                   Facsimile No.: (312) 630-6062
                                   E-Mail:

Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-35

<PAGE>   156


                                   BANQUE NATIONALE DE PARIS, as a Lender


                                   By:  Arnaud Collin du Bocage
                                       Name:  Arnaud Collin du Bocage
                                       Title: Executive Vice President &
                                              General Manager

                                   Address:  209 South LaSalle Street
                                             5th Floor
                                             Chicago, IL 60604

                                   Telephone No.:
                                   Facsimile No.:





Signature Page to 364-Day Revolving Credit Agreement
 dated as of  July, 1999
                                      S-36

<PAGE>   157



                                   EXHIBIT A-1



                          EUROCURRENCY PAYMENT OFFICES


--------------------------------------------------------------------------------
AGREED CURRENCY           THE FIRST NATIONAL BANK OF CHICAGO, AS
                          ADMINISTRATIVE AGENT AND SWING LOAN LENDER
--------------------------------------------------------------------------------
DOLLARS                   The First National Bank of Chicago
                          Attn: Funding Desk / Operations
                          One First National Plaza
                          Chicago, Illinois 60670
--------------------------------------------------------------------------------



                                      S-37
<PAGE>   158
                                    EXHIBIT A

                                       TO

                            364-DAY CREDIT AGREEMENT

                           Dated as of July 22, 1999

                                   COMMITMENTS

                           REVOLVING LOAN COMMITMENTS

Lender                       Amount of Revolving Loan   % of Aggregate Revolving
------                       ------------------------   ------------------------
                                    Commitment               Loan Commitment
                                    ----------               ---------------

The First National Bank of
Chicago                             $44,375,000                   7.395%

The Chase Manhattan Bank            $44,375,000                   7.395%

ABN AMRO Bank N.V.                  $0                            0.000%

Royal Bank of Canada                $44,375,000                   7.395%

Banque Nationale de Paris           $44,375,000                   7.395%

The Bank of
Tokyo - Mitsubishi, Ltd.            $30,000,000                   5.000%

First Union National Bank           $30,000,000                   5.000%

Credit Agricole Indosuez            $17,500,000                   2.916%

Bank Boston N.A.                    $17,500,000                   2.916%

Credit Suisse - First Boston        $17,500,000                   2.916%

Fortis (USA) Finance LLC            $17,500,000                   2.916%

Fleet National Bank                 $17,500,000                   2.916%

The Sumitomo Bank, Ltd.             $17,500,000                   2.916%

Wachovia Bank, N.A.                 $17,500,000                   2.916%


<PAGE>   159

Harris Trust and Savings Bank       $17,500,000                   2.916%

Bank Hapoalim B.M.                  $12,500,000                   2.083%

Banca di Roma - Chicago Branch      $12,500,000                   2.083%

Banca Nazionale del Lavoro
S. p. A. - New York Branch          $12,500,000                   2.083%

Banco Bilbao Vizcaya S.A.           $12,500,000                   2.083%

The Bank of New York                $12,500,000                   2.083%

Bankers Trust Company               $12,500,000                   2.083%

Barclays Bank PLC                   $12,500,000                   2.083%

Compagnie Financiere de
CIC et de L'Union Europeenne        $12,500,000                   2.083%

The Dai-Ichi Kangyo Bank, Ltd.      $12,500,000                   2.083%

Drescher Bank AG, New York
and Grand Cayman Branches           $12,500,000                   2.083%

The Industrial Bank
of Japan, Limited.                  $12,500,000                   2.083%

KBC Bank N.V.                       $12,500,000                   2.083%

Mercantile Bank
National Association                $12,500,000                   2.083%

The Sanwa Bank, Limited             $12,500,000                   2.083%

SunTrust Bank, Atlanta              $12,500,000                   2.083%

UniCredito Italiano (New York)      $12,500,000                   2.083%

Comerica Bank                       $7,500,000                    1.250%

National City Bank                  $7,500,000                    1.250%

The Northern Trust Company          $7,500,000                    1.250%

TOTAL:                              $600,000,000                    100%


                                       2

<PAGE>   160

                                    EXHIBIT B

                                       TO

                            364-DAY CREDIT AGREEMENT


                            Dated as of July 22, 1999

                FORM OF BORROWING/CONVERSION/CONTINUATION NOTICE

TO:  The First National Bank of Chicago, as contractual representative for
     itself and the other Lenders (the "Administrative Agent") under that
     certain 364-Day Credit Agreement dated as of July 22, 1999 among American
     National Can Group, Inc. (the "Company"), the Subsidiary Borrowers from
     time to time party thereto, the financial institutions parties thereto (the
     "Lenders"), The Chase Manhattan Bank, individually and as syndication agent
     (the "Syndication Agent") on behalf of the Lenders, ABN AMRO Bank N.V.,
     individually and as co-documentation agent and arranger (the
     "Co-Documentation Agent and Arranger") on behalf of the Lenders, Royal Bank
     of Canada, individually and as co-documentation agent and arranger (the
     "Co-Documentation Agent and Arranger") on behalf of the Lenders, Banque
     Nationale De Paris, individually and as arranger (the "Arranger") on behalf
     of the Lenders, Chase Securities, Inc., individually and as lead arranger
     and joint book manager (the "Lead Arranger and Joint Book Manager") on
     behalf of the Lenders, and Banc One Capital Markets, Inc., individually and
     as lead arranger and joint book manager (the "Lead Arranger and Joint Book
     Manager") on behalf of the Lenders (such 364-Day Credit Agreement, as the
     same may be amended, restated, supplemented or otherwise modified from time
     to time, the "Credit Agreement").
     The [Company][undersigned Subsidiary Borrower] hereby gives to the
Administrative Agent a [Borrowing/Conversion/Continuation Notice pursuant to
Section 2.8] [a Borrowing/Conversion/Continuation Notice pursuant to Section
2.10] of the Credit Agreement, and the [Company][undersigned Subsidiary
Borrower] hereby requests to [borrow] [convert] [continue] on _____ , _____ (the
"Borrowing Date") from the Swing Line Lender under clause (b) below and
otherwise from the Lenders on a pro rata basis an aggregate principal amount of:

(a)       [US $ ][______________] in the Agreed Currency described below] in
          Revolving Loans as a
          UA?
          AAUFloating Rate Advance
          UA?
          AAUEurocurrency Rate Advance

          -     Applicable Interest Period of  ____________ month(s).

          -     Agreed Currency:  _________.


                                       3

<PAGE>   161

     (b)  $__________ in Swing Line Loans bearing interest at a

          UA?
          AAUFloating Rate
          UA?
          AAUfixed rate (with an interest period of ______ days (not to exceed
          5 Business Days)

     The undersigned hereby certifies to the Agents and the Lenders that (i) the
     representations and warranties of the undersigned contained in Article VI
     of the Credit Agreement are and shall be true and correct in all material
     respects on and as of the date hereof and on and as of the Borrowing Date
     (unless such representation and warranty is made as of a specified date, in
     which case, such representation and warranty shall be true and correct in
     all material respects as of such date) except for changes in the Schedules
     to the Credit Agreement affecting transactions permitted by or not in
     violation of the Credit Agreement; (ii) no Default or Unmatured Default has
     occurred and is continuing on the date hereof or on the Borrowing Date or
     will result from the making of the proposed Advance; and (iii) the
     conditions set forth in Section 5.3 of the Credit Agreement have been
     satisfied.

     Unless otherwise defined herein, terms defined in the Credit Agreement
shall have the same meanings in this Borrowing/Conversion/Continuation Notice.

                                                Dated July 22, 1999

                                       [AMERICAN NATIONAL CAN GROUP, INC.]
                                              [SUBSIDIARY BORROWER]

     By:
         ----------------------------
                                               Name:
                                               Title:



                                       4

<PAGE>   162

                                    EXHIBIT C

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                                   [RESERVED]





                                       5

<PAGE>   163

                                    EXHIBIT D

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

                          FORM OF ASSIGNMENT AGREEMENT

     This Assignment Agreement (this "ASSIGNMENT AGREEMENT") between (the
ASSIGNOR) and ____ (the "ASSIGNEE") is dated as of _____ , _____. The parties
hereto agree as follows:

     1. PRELIMINARY STATEMENT. The Assignor is a party to a 364-Day Credit
Agreement (which, as it may be amended, restated, supplemented, modified,
renewed or extended from time to time is herein called the "CREDIT AGREEMENT")
described in Item 1 of Schedule 1 attached hereto ("SCHEDULE 1"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
attributed to them in the Credit Agreement.

     2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement such that after giving effect to such assignment the Assignee shall
have purchased pursuant to this Assignment Agreement the percentage interest
specified in Item 3 of Schedule 1 of all outstanding rights and obligations
under the Credit Agreement relating to the facilities listed in Item 3 of
Schedule 1 and the other Loan Documents. The aggregate Commitment (or Loans, if
the applicable Commitment has been terminated) purchased by the Assignee
hereunder is set forth in Item 4 of Schedule 1.

     3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"EFFECTIVE DATE") shall be the later of the date specified in Section 14.3(B) of
the Credit Agreement and the date specified in Item 5 of Schedule 1 or two
Business Days (or such shorter period agreed to by the Administrative Agent)
after a Notice of Assignment substantially in the form of Appendix I (attached
hereto) has been delivered to the Administrative Agent. Such Notice of
Assignment must include the consents, if any, required to be delivered to the
Administrative Agent by Section 14.3(A) of the Credit Agreement. In no event
will the Effective Date occur if the payments required to be made by the
Assignee to the Assignor on the Effective Date under Sections 4 and 5 hereof are
not made on the proposed Effective Date. The Assignor will notify the Assignee
of the proposed Effective Date no later than the Business Day prior to the
proposed Effective Date. As of the Effective Date, (i) the Assignee shall have
the rights and obligations of a Lender under the Loan Documents with respect to
the rights and obligations assigned to the Assignee hereunder and (ii) the
Assignor shall relinquish its rights


                                       6

<PAGE>   164

and be released from its corresponding obligations under the Loan Documents with
respect to the rights and obligations assigned to the Assignee hereunder.

     4. PAYMENTS OBLIGATIONS. On and after the Effective Date, the Assignee
shall be entitled to receive from the Administrative Agent all payments of
principal, interest and fees with respect to the interest assigned hereby. The
Assignee shall advance funds directly to the Administrative Agent with respect
to all Loans and reimbursement payments made on or after the Effective Date with
respect to the interest assigned hereby. [In consideration for the sale and
assignment of Loans hereunder, (i) the Assignee shall pay the Assignor, on the
Effective Date, an amount equal to the principal amount of the portion of all
Floating Rate Loans assigned to the Assignee hereunder and (ii) with respect to
each Eurocurrency Rate Loan made by the Assignor and assigned to the Assignee
hereunder which is outstanding on the Effective Date, (a) on the last day of the
Interest Period therefor or (b) on such earlier date agreed to by the Assignor
and the Assignee or (c) on the date on which any such Eurocurrency Rate Loan
either becomes due (by acceleration or otherwise) or is prepaid (the date as
described in the foregoing clauses (a), (b) or (c) being hereinafter referred to
as the "PAYMENT DATE"), the Assignee shall pay the Assignor an amount equal to
the principal amount of the portion of such Eurocurrency Rate Loan assigned to
the Assignee which is outstanding on the Payment Date. If the Assignor and the
Assignee agree that the Payment Date for such Eurocurrency Rate Loan shall be
the Effective Date, they shall agree to the interest rate applicable to the
portion of such Loan assigned hereunder for the period from the Effective Date
to the end of the existing Interest Period applicable to such Eurocurrency Rate
Loan (the "AGREED INTEREST RATE") and any interest received by the Assignee in
excess of the Agreed Interest Rate shall be remitted to the Assignor. In the
event interest for the period from the Effective Date to but not including the
Payment Date is not paid by the applicable Borrower with respect to any
Eurocurrency Rate Loan sold by the Assignor to the Assignee hereunder, the
Assignee shall pay to the Assignor interest for such period on the portion of
such Eurocurrency Rate Loan sold by the Assignor to the Assignee hereunder at
the applicable rate provided by the Credit Agreement. In the event a prepayment
of any Eurocurrency Rate Loan which is existing on the Payment Date and assigned
by the Assignor to the Assignee hereunder occurs after the Payment Date but
before the end of the Interest Period applicable to such Eurocurrency Rate Loan,
the Assignee shall remit to the Assignor the excess of the prepayment penalty
paid with respect to the portion of such Eurocurrency Rate Loan assigned to the
Assignee hereunder over the amount which would have been paid if such prepayment
penalty was calculated based on the Agreed Interest Rate. The Assignee will also
promptly remit to the Assignor (i) any principal payments received from the
Administrative Agent with respect to Eurocurrency Rate Loans prior to the
Payment Date and (ii) any amounts of interest on Loans and fees received from
the Administrative Agent which relate to the portion of the Loans assigned to
the Assignee hereunder for periods prior to the Effective Date, in the case of
Floating Rate Loans or fees, or the Payment Date, in the case of Eurocurrency
Rate Loans, and not previously paid by the Assignee to the Assignor.](1) In the
event that either party hereto receives any payment to which the other party
hereto is entitled under this Assignment Agreement, then the party receiving
such amount shall promptly remit it to the other party hereto.

----------------
(1)  Each Assignor may insert its standard payment provisions in lieu of the
payment terms included in this Exhibit.


                                       7

<PAGE>   165
     5. FEES PAYABLE BY THE ASSIGNEE. The [Assignee shall pay to the Assignor a
fee on each day on which a payment of interest or commitment fees is made under
the Credit Agreement with respect to the amounts assigned to the Assignee
hereunder (other than a payment of interest or commitment fees for the period
prior to the Effective Date or, in the case of Eurocurrency Rate Loans, the
Payment Date, which the Assignee is obligated to deliver to the Assignor
pursuant to Section 4 hereof). The amount of such fee shall be the difference
between (i) the interest or fee, as applicable, paid with respect to the amounts
assigned to the Assignee hereunder and (ii) the interest or fee, as applicable,
which would have been paid with respect to the amounts assigned to the Assignee
hereunder if each interest rate was _____ of 1% less than the interest rate paid
by the applicable Borrower or if the commitment fee was ___ of 1% less than the
commitment fee paid by the applicable Borrower, as applicable. In addition, the]
[Assignee][Assignor] agrees to pay a $3,500 processing fee required to be paid
to the Administrative Agent in connection with this Assignment Agreement.(2)

     6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim created by the Assignor. The
Assignor represents and warrants that it has the power and authority and legal
right to execute and deliver this Assignment Agreement and to perform its
obligations hereunder. The execution and delivery by the Assignor of this
Assignment Agreement and the performance by it of its obligations hereunder have
been duly authorized by proper proceedings. It is understood and agreed that the
assignment and assumption hereunder are made without recourse to the Assignor
and that the Assignor makes no other representation or warranty of any kind to
the Assignee. Neither the Assignor, the Administrative Agent, nor any other
Lender, nor any of its officers, directors, employees, Agents or attorneys shall
be responsible for (i) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectability of any Loan Document, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrowers or any guarantor, (iv) the performance of or compliance with any of
the terms or provisions of any of the Loan Documents, (v) inspecting any of the
property, books or records of the Borrowers, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the Loan
Documents.

     7. REPRESENTATIONS OF THE ASSIGNEE. The Assignee represents and warrants
that it has the power and authority and legal right to execute and deliver this
Assignment Agreement and to perform its obligations hereunder. The execution and
delivery by the Assignee of this Assignment Agreement and the performance by it
of its obligations hereunder have been duly authorized by proper proceedings.
The Assignee (i) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements requested by the Assignee and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment Agreement, (ii)
agrees that it will, independently and without reliance upon the Administrative
Agent, the Assignor or any other Lender and based on such documents and
information at it shall

----------------
(2)  Assignor and Assignee to insert applicable payment terms.


                                       8

<PAGE>   166

deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, (iii) appoints and
authorizes the Administrative Agent to take such action as contractual
representative on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Lender,
(v) agrees that its payment instructions and notice instructions are as set
forth in the attachment to Schedule 1, (vi) confirms that none of the funds,
monies, assets or other consideration being used to make the purchase and
assumption hereunder are "plan assets" as defined under ERISA and that its
rights, benefits and interests in and under the Loan Documents will not be "plan
assets" under ERISA, [and (vii) attaches the forms prescribed by the Internal
Revenue Service of the United States certifying that the Assignee is entitled to
receive payments under the Loan Documents without deduction or withholding of
any United States federal income taxes].(3)

     8. INDEMNITY. The Assignee agrees to indemnify and hold the Assignor
harmless against any and all losses, costs and expenses (including, without
limitation, reasonable attorneys' fees) and liabilities incurred by the Assignor
in connection with or arising in any manner from the Assignee's non-performance
of the obligations assumed under this Assignment Agreement.

     9. SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall
have the right pursuant to Section 14.3(A) of the Credit Agreement to assign the
rights which are assigned to the Assignee hereunder to any entity or person,
provided that (i) any such subsequent assignment does not violate any of the
terms and conditions of the Loan Documents or any law, rule, regulation, order,
writ, judgment, injunction or decree and that any consent required under the
terms of the Loan Documents has been obtained and (ii) unless the prior written
consent of the Assignor is obtained, the Assignee is not thereby released from
its obligations to the Assignor hereunder, if any remain unsatisfied, including,
without limitation, its obligations under [Sections 4, 5 and 8] hereof.

     10. REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the Aggregate
Revolving Loan Commitment occurs between the date of this Assignment Agreement
and the Effective Date, the percentage interest specified in Item 3 of Schedule
1 shall remain the same, but the dollar amount purchased shall be recalculated
based on such reduced Aggregate Commitment.

     11. ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice of
Assignment embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.

     12. GOVERNING LAW. This Assignment Agreement shall be governed by and
interpreted and enforced in accordance with the internal laws of the State of
Illinois.

----------------
(3)  To be inserted if the Assignee is not incorporated under the laws of the
United States, or a state thereof.


                                       9


<PAGE>   167

     13. NOTICES. Notices shall be given under this Assignment Agreement in the
manner set forth in the Credit Agreement. For the purpose hereof, the addresses
of the parties hereto (until notice of a change is delivered) shall be the
address set forth in the attachment to Schedule 1.










                                       10

<PAGE>   168

     IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

                                          [NAME OF ASSIGNOR]

     By:
          -------------------------
                                           Name:
                                           Title

                                          [NAME OF ASSIGNEE]
     By:
          -------------------------
                                          Name:
                                          Title





                                       11

<PAGE>   169

                                   SCHEDULE 1

                             to ASSIGNMENT AGREEMENT

1.   Description and Date of Credit Agreement:
     364-DAY CREDIT AGREEMENT DATED AS OF JULY 22, 1999 AMONG AMERICAN NATIONAL
     CAN GROUP, INC. (THE "COMPANY"), THE SUBSIDIARY BORROWERS FROM TIME TO TIME
     PARTY THERETO, THE FINANCIAL INSTITUTIONS PARTIES THERETO (THE "LENDERS"),
     THE FIRST NATIONAL BANK OF CHICAGO, INDIVIDUALLY AND AS ADMINISTRATIVE
     AGENT ON BEHALF OF THE LENDERS, THE CHASE MANHATTAN BANK, INDIVIDUALLY AND
     AS SYNDICATION AGENT (THE "SYNDICATION AGENT") ON BEHALF OF THE LENDERS,
     ABN AMRO BANK N.V., INDIVIDUALLY AND AS CO-DOCUMENTATION AGENT AND ARRANGER
     (THE "CO-DOCUMENTATION AGENT AND ARRANGER") ON BEHALF OF THE LENDERS, ROYAL
     BANK OF CANADA, INDIVIDUALLY AND AS CO-DOCUMENTATION AGENT AND ARRANGER
     (THE "CO-DOCUMENTATION AGENT AND ARRANGER") ON BEHALF OF THE LENDERS,
     BANQUE NATIONALE DE PARIS, INDIVIDUALLY AND AS ARRANGER (THE "ARRANGER") ON
     BEHALF OF THE LENDERS, CHASE SECURITIES, INC., INDIVIDUALLY AND AS LEAD
     ARRANGER AND JOINT BOOK MANAGER (THE "LEAD ARRANGER AND JOINT BOOK
     MANAGER") ON BEHALF OF THE LENDERS, AND BANC ONE CAPITAL MARKETS, INC.,
     INDIVIDUALLY AND AS LEAD ARRANGER AND JOINT BOOK MANAGER (THE "LEAD
     ARRANGER AND JOINT BOOK MANAGER") ON BEHALF OF THE LENDERS.

2.   Date of Assignment Agreement: _______________,

3.   Amounts to be Assigned(4)(As of Date of Item 2 above):


                         REVOLVING
                         LOAN
                         FACILITY


TOTAL OF
COMMITMENTS (LOANS)       $_____
UNDER THE  CREDIT
AGREEMENT
ASSIGNEES PERCENTAGE
OF EACH FACILITY           _____%
PURCHASED UNDER THE
ASSIGNMENT
AGREEMENT


AMOUNT OF ASSIGNED
SHARE OF EACH FACILITY    $_____
UNDER THE ASSIGNMENT
AGREEMENT

4.   Assignee's Aggregate (Loan

----------------
(4)  Amounts to be described in Dollars or Agreed Currency, as applicable.


                                       12

<PAGE>   170

     Amount)**  Commitment Amount
      Purchased Hereunder:                        $_____

5.   Proposed Effective Date:            _________ __, ____

     Accepted and Agreed:

[NAME OF ASSIGNOR]                           [NAME OF ASSIGNEE]

 By:                                         By:
     ---------------------------                --------------------------
     Name:                                                Name:
     Title:                                               Title:




                                       13

<PAGE>   171

                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

         Attach Assignor's Administrative Information Sheet, which must

            include notice address for the Assignor and the Assignee





                                       14

<PAGE>   172

                                   APPENDIX I

                             to Assignment Agreement

                                     NOTICE

                                  OF ASSIGNMENT

                                                               __________,

To:  The First National Bank of Chicago, as Administrative Agent
     One First National Plaza
     Chicago, Illinois 60670
     Attention: Susan L. Comstock
     Telephone No.: (312) 732-4244
     Facsimile No.: (312) 732-1916

     AMERICAN NATIONAL CAN GROUP, INC.
     8770 West Bryn Mawr Avenue
     Chicago, IL  60631
     Attention:  Vice-President-- Treasurer
     Telephone No.: 773/399-3170
     Facsimile No.: 773/399-3115

From:[NAME OF ASSIGNOR] (the "Assignor")

     [NAME OF ASSIGNEE] (the "Assignee")

     1.   We refer to that 364-Day Credit Agreement (the "Credit Agreement")
described in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
attributed to them in the Credit Agreement.

     2.   This Notice of Assignment (this "Notice") is given and delivered to
the Administrative Agent pursuant to Section 14.3(B) of the Credit Agreement.

     3.   The Assignor and the Assignee have entered into an Assignment
Agreement, dated as of _____ , _____ (the "Assignment"), pursuant to which,
among other things, the Assignor has sold, assigned, delegated and transferred
to the Assignee, and the Assignee has purchased, accepted and assumed from the
Assignor the percentage interest specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement relating to the
facilities listed in Item 3 of Schedule 1. The Effective Date of the Assignment
shall be the later of the date specified in Section 14.3(B) of the Credit
Agreement and the date specified in Item 5 of Schedule 1 or two Business Days
(or such shorter period as agreed to by the Administrative Agent) after this
Notice of Assignment and any consents and fees required by Sections 14.3(A) and
14.3(B) of the Credit Agreement have been delivered to the Administrative Agent,
provided that the Effective Date shall not occur if any condition precedent
agreed to by the Assignor and the Assignee has not been satisfied.


                                       15

<PAGE>   173

     4.   The Assignor and the Assignee hereby give to the Company and the
Administrative Agent notice of the assignment and delegation referred to herein.
The Assignor will confer with the Administrative Agent before the date specified
in Item 5 of Schedule 1 to determine if the Assignment Agreement will become
effective on such date pursuant to Section 3 hereof, and will confer with the
Administrative Agent to determine the Effective Date pursuant to Section 3
hereof if it occurs thereafter. The Assignor shall notify the Administrative
Agent if the Assignment Agreement does not become effective on any proposed
Effective Date as a result of the failure to satisfy the conditions precedent
agreed to by the Assignor and the Assignee. At the request of the Administrative
Agent, the Assignor will give the Administrative Agent written confirmation of
the satisfaction of the conditions precedent.

     5.   The Assignor or the Assignee shall pay to the Administrative Agent on
or before the Effective Date the processing fee of $3,500 required by Section
14.3(B) of the Credit Agreement.

     6.   If notes are outstanding on the Effective Date, the Assignor and the
Assignee may request and direct that the Administrative Agent prepare and cause
the Borrowers to execute and deliver new notes or, as appropriate, replacements
notes, to the Assignor and the Assignee. The Assignor and the Assignee, as
applicable, each agree to deliver to the Administrative Agent the original note
received by it from the Borrowers upon its receipt of a new note in the
appropriate amount.

     7.   The Assignee advises the Administrative Agent that notice and payment
instructions are set forth in the attachment to Schedule 1.

     8.   The Assignee hereby represents and warrants that none of the funds,
monies, assets or other consideration being used to make the purchase pursuant
to the Assignment are "plan assets" as defined under ERISA and that its rights,
benefits, and interests in and under the Loan Documents will not be "plan
assets" under ERISA.



                                       16

<PAGE>   174

     9.   The Assignee authorizes the Administrative Agent to act as its
contractual representative under the Loan Documents in accordance with the terms
thereof. The Assignee acknowledges that the Administrative Agent has no duty to
supply information with respect to the Borrowers or the Loan Documents to the
Assignee until the Assignee becomes a party to the Credit Agreement.

[NAME OF ASSIGNOR]                  [NAME OF ASSIGNEE]

By:                                 By:
    ---------------------               -----------------------
    Name:                               Name:
    Title:                              Title:




                                       17

<PAGE>   175

ACKNOWLEDGED AND CONSENTED TO:


THE FIRST NATIONAL BANK                          [AMERICAN NATIONAL CAN
OF CHICAGO, as Administrative Agent               GROUP, INC. as the Company

By:                                               By:

  Name:                                           Name:
  Title:                                          Title:](5)


                 [Attach photocopy of Schedule 1 to Assignment]




----------------
(5)  To be included, if applicable.


                                       18

<PAGE>   176

                                    EXHIBIT E

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                   FORM OF THE COMPANY'S US COUNSEL'S OPINION

                                    Attached.




                                       19

<PAGE>   177

                                    EXHIBIT F

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                            LIST OF CLOSING DOCUMENTS

                                   [Attached]




                                       20

<PAGE>   178

                                    EXHIBIT G

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                          FORM OF OFFICER'S CERTIFICATE

                              OFFICER'S CERTIFICATE

     I, the undersigned, hereby certify that I am the _____ of American National
Can Group, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (the "Company"). Capitalized terms used herein and not
otherwise defined herein are as defined in that certain 364-Day Credit Agreement
dated as of July 22, 1999 among the Company, the Subsidiary Borrowers from time
to time party thereto, the financial institutions parties thereto (the
"Lenders"), The First National Bank of Chicago, individually and as
Administrative Agent on behalf of the Lenders, The Chase Manhattan Bank,
individually and as syndication agent (the "Syndication Agent") on behalf of the
Lenders, ABN AMRO Bank N.V., individually and as co-documentation agent and
arranger (the "Co-Documentation Agent and Arranger") on behalf of the Lenders,
Royal Bank of Canada, individually and as co-documentation agent and arranger
(the "Co-Documentation Agent and Arranger") on behalf of the Lenders, Banque
Nationale De Paris, individually and as arranger (the "Arranger") on behalf of
the Lenders, Chase Securities, Inc., individually and as lead arranger and joint
book manager (the "Lead Arranger and Joint Book Manager") on behalf of the
Lenders, and Banc One Capital Markets, Inc., individually and as lead arranger
and joint book manager (the "Lead Arranger and Joint Book Manager") on behalf of
the Lenders (as amended, restated, supplemented or modified from time to time,
the "Credit Agreement").

     I further certify on behalf of the Company, that as of the date hereof, to
the best of my knowledge, after diligent inquiry of all relevant persons at the
Company and its Subsidiaries, as of the date of this Officer's Certificate no
Default or Unmatured Default exists [other than the following (describe the
nature of the Default or Unmatured Default and the status thereof)].

     IN WITNESS WHEREOF, I hereby subscribe my name on behalf of the Company on
this ____ day of ___________, ____.

                                               ----------------------------
                                               [Insert Name of Officer]



                                       21

<PAGE>   179

                                    EXHIBIT H

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                         FORM OF COMPLIANCE CERTIFICATE

     Pursuant to [Section 5.3] [Section 7.1(A)(iii)] of the 364-Day Credit
Agreement (as amended, modified, restated or supplemented from time to time, the
"Credit Agreement"), dated as of July 22, 1999 among American National Can
Group, Inc. (the "Company"), the Subsidiary Borrowers from time to time party
thereto, the financial institutions parties thereto (the "Lenders"), The First
National Bank of Chicago, individually and as Administrative Agent on behalf of
the Lenders, The Chase Manhattan Bank, individually and as syndication agent
(the "Syndication Agent") on behalf of the Lenders, ABN AMRO Bank N.V.,
individually and as co-documentation agent and arranger (the "Co-Documentation
Agent and Arranger") on behalf of the Lenders, Royal Bank of Canada,
individually and as co-documentation agent and arranger (the "Co-Documentation
Agent and Arranger") on behalf of the Lenders, Banque Nationale De Paris,
individually and as arranger (the "Arranger") on behalf of the Lenders, Chase
Securities, Inc., individually and as lead arranger and joint book manager (the
"Lead Arranger and Joint Book Manager") on behalf of the Lenders, and Banc One
Capital Markets, Inc., individually and as lead arranger and joint book manager
(the "Lead Arranger and Joint Book Manager") on behalf of the Lenders, the
Company, through its ___________________________, hereby delivers to the
Administrative Agent[, together with the financial statements being delivered to
the Administrative Agent pursuant to Section 7.1(A) of the Credit Agreement,]
this Compliance Certificate (the "Certificate") [for the accounting period from
____________, 19__ to ___________, 19__]. Capitalized terms used herein shall
have the meanings set forth in the Credit Agreement. Subsection references
herein relate to subsections of the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected _____ of the Company;
2. I have reviewed the terms of the Credit Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Company and its Subsidiaries during the accounting period
covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes a
Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate [except as set forth below]; and
4. Schedule I attached hereto sets forth financial data and computations
evidencing the Company's compliance with certain covenants of the Credit
Agreement, all of which data and computations are true, complete and correct.


                                       22

<PAGE>   180

The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this _____ day of _____ , 19/20__.





                                       23

<PAGE>   181

                                   SCHEDULE I

                            to COMPLIANCE CERTIFICATE

I.  SECTION 2.15:  PRICING CALCULATIONS
NOTE: All calculations of "Average Total Net Indebtedness" under Section 2.15(D)
of the Credit Agreement shall be made exclusive of any impact on the financial
statements arising from Supported Contingent Obligations, unless (i) the Company
shall not receive cash reimbursement for any and all cash payments made under
any Supported Contingent Obligations promptly, and in any event within ninety
(90) days, following the Company making any such payment, in which event
"Average Total Net Indebtedness" shall thereafter be calculated by including the
total outstanding amount of such Supported Contingent Obligation (to the extent
unreimbursed or otherwise unsupported to the satisfaction of the Administrative
Agent) in "Average Total Net Indebtedness", or (ii) any judgment is entered
under Viskase Corporation v. American National Can Company, Civ. 93-C-7651,
before the U.S. District Court of the Northern District of Illinois, Eastern
Division or any related proceedings holding that the aggregate liability of the
Company and its Subsidiaries thereunder shall be in an amount in excess of
$106,000,000, and such judgment shall remain (x) undischarged, unvacated or
unstayed or (y) unbonded by Pechiney or any bonding agent in reliance upon a
letter of credit or other reimbursement obligation of Pechiney or any other
Person other than the Company or its Subsidiaries in the amount of such
aggregate liability, in the case of either clause (x) or (y), for a period of
thirty (30) days or such other period permitted by court order, in which event
"Average Total Net Indebtedness" shall thereafter be calculated by giving effect
to the amount of such judgment which is undischarged, unvacated, unstayed or
unbonded on the financial condition of the Company and its Subsidiaries.

          AVERAGE TOTAL NET INDEBTEDNESS TO CAPITAL RATIO (Section 2.15(D))

          1. Average Total Net Indebtedness (as defined)
               of Company and its Subsidiaries                     $___________

          2. Consolidated Net Worth of Company
               and its Subsidiaries                                $___________

          3. "Average Total Net Indebtedness to Capital Ratio"
               (Ratio of (1) to the sum of (1) plus (2))            ____ TO 1.0

II. SECTION 7.4: FINANCIAL COVENANTS
NOTE: All calculations of the financial covenants under Section 7.4 of the
Credit Agreement shall be made exclusive of any impact on the financial
statements arising from Supported Contingent Obligations, unless (i) the Company
shall not receive cash reimbursement for any and all cash payments made under
any Supported Contingent Obligations promptly, and in any event within ninety
(90) days, following the Company making any such payment, in which event the
financial covenants in Section 7.4 of the Credit Agreement shall be calculated
by giving effect to any payment in respect of such Supported Contingent
Obligation and shall include the total outstanding amount of such Supported
Contingent Obligation (to the extent unreimbursed or otherwise unsupported to
the satisfaction of the Administrative Agent) in such calculations, or (ii) any
judgment is entered under Viskase Corporation v. American National Can Company,
Civ. 93-C-7651, before the U.S. District


                                       24

<PAGE>   182

Court of the Northern District of Illinois, Eastern Division or any related
proceedings holding that the aggregate liability of the Company and its
Subsidiaries thereunder shall be in an amount in excess of $106,000,000, and
such judgment shall remain (x) undischarged, unvacated or unstayed or (y)
unbonded by Pechiney or any bonding agent in reliance upon a letter of credit or
other reimbursement obligation of Pechiney or any other Person other than the
Company or its Subsidiaries in the amount of such aggregate liability, in the
case of either clause (x) or (y), for a period of thirty (30) days or such other
period permitted by court order, in which event the financial covenants in
Section 7.4 of the Credit Agreement shall be calculated by giving effect to the
amount of such judgment which is undischarged, unvacated, unstayed or unbonded
on the financial condition of the Company and its Subsidiaries.

A.   MINIMUM INTEREST COVERAGE RATIO (Section 7.4(A))

     1.   EBITDA (Net Income + accrued interest expense
          + taxes + depreciation + amortization + other
          non-cash charges classified as long-term
          deferrals + other extraordinary non-cash
          charges - other extraordinary non-cash credits
          + other extraordinary non-cash credits to the
          extent added in computing Net Income +(-)
          nonrecurring after-tax losses (gains), in each
          case calculated without giving effect to any
          restructuring charges related to the three plant
          closings described in the Registration
          Statement)
          for the period from_______ to ________                   $___________

     2.   Interest Expense for the period from
          _______ to ________                                      $___________

     3.   "Interest Coverage Ratio" (Ratio of (1) to (2))            ___ TO 1.0

               (Minimum Ratio:  3.50 to 1.00 for the first three
               fiscal quarters following the Closing Date, and
               4.00 to 1.00 for each fiscal quarter thereafter)

B.   MAXIMUM TOTAL NET INDEBTEDNESS TO CAPITAL RATIO (Section 7.4(B))

     1.   Total Net Indebtedness (as defined)
            of Company and its Subsidiaries                        $___________

     2.   Consolidated Net Worth of Company
            and its Subsidiaries                                   $___________

     3.   "Total Net Indebtedness to Capital Ratio"
            (Ratio of (1) to the sum of (1) plus (2))                ___ TO 1.0
               (Maximum Ratio:  0.55 to 1.00 at all times)


                                       25

<PAGE>   183

C.   MINIMUM CONSOLIDATED NET WORTH
     Section 7.4(C)).

     1.   Consolidated Net Worth of Company
          and its Subsidiaries as of the last day of the fiscal
          quarter ending on __________, ____                       $___________

     2.   $950,000,000 plus fifty percent (50%) of Net Income (if
          positive) calculated separately (x) on December 31,
          1999 for the two fiscal quarter period ending on
          December 31, 1999 and (y) for each fiscal year thereafter
          commencing with the fiscal year ending
          on December 31, 2000                                     $___________

     3.   State whether (1) is less than (2)                          Yes/No

     The Company hereby certifies, through its _________________, that the
information set forth above is accurate as of _______________, ____, to the best
of such officer's knowledge, after diligent inquiry, and that the financial
statements delivered herewith present fairly the financial position of the
Company and its Subsidiaries at the dates indicated and the results of their
operations and changes in their financial position for the periods indicated in
conformity with Agreement Accounting Principles, consistently applied.

Dated: __________,

                                       AMERICAN NATIONAL CAN GROUP, INC.


                                       By:__________________________
                                          Name:
                                          Title:



                                       26

<PAGE>   184


                                    EXHIBIT I

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                                FORM OF GUARANTY

                                   [Attached].




                                       27

<PAGE>   185

                                    EXHIBIT J

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                                   [RESERVED]




                                       28

<PAGE>   186

                                   EXHIBIT K-1

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                   FORM OF REVOLVING LOAN NOTE (IF REQUESTED)

                                    Attached



                                       29

<PAGE>   187

                               REVOLVING LOAN NOTE
U.S. $[________________]                                      Chicago, Illinois
                                                                         [DATE]

     FOR VALUE RECEIVED, the undersigned, [AMERICAN NATIONAL CAN GROUP, INC., a
Delaware corporation (the "Company")][_____ ,_____ a corporation (the
"Subsidiary Borrower")], HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of
[________________] (the "Lender") the principal sum of [________________] AND
NO/100 DOLLARS ($[________________] ), or, if less, the aggregate unpaid amount
of all "Revolving Loans" (as defined in the Credit Agreement referred to below)
made by the Lender to such [Company][Subsidiary Borrower] pursuant to the
"Credit Agreement" (as defined below), on the earlier of (i) the date that is
364 days after the "Conversion Date" and (ii) the "Facility Termination Date"
(as such terms are defined in the Credit Agreement) or on such earlier date as
may be required by the terms of the Credit Agreement. Capitalized terms used
herein and not otherwise defined herein are as defined in the Credit Agreement.

          The [Company][Subsidiary Borrower] promises to pay interest on the
unpaid principal amount of each Revolving Loan made to it from the date of such
Revolving Loan until such principal amount is paid in full at a rate or rates
per annum determined in accordance with the terms of the Credit Agreement.
Interest hereunder is due and payable at such times and on such dates as set
forth in the Credit Agreement.

          Both principal and interest are payable in Dollars to the
Administrative Agent (as defined below), to such account as the Administrative
Agent may designate, in same day funds. At the time of each Revolving Loan, and
upon each payment or prepayment of principal of each Revolving Loan, the Lender
shall make a notation either on the schedule attached hereto and made a part
hereof, or in such Lender's own books and records, in each case specifying the
amount of such Revolving Loan, the respective Interest Period thereof (in the
case of Eurocurrency Rate Loans) or the amount of principal paid or prepaid with
respect to such Revolving Loan, as applicable; provided that the failure of the
Lender to make any such recordation or notation shall not affect the Obligations
of the [Company][Subsidiary Borrower] hereunder or under the Credit Agreement.

          This Revolving Loan Note is one of the promissory notes referred to
in, and is entitled to the benefits of, that certain 364-Day Credit Agreement
dated as of July 22, 1999 among American National Can Group, Inc. (the
"Company"), the Subsidiary Borrowers from time to time party thereto, the
financial institutions parties thereto (the "Lenders"), The First National Bank
of Chicago, individually and as Administrative Agent on behalf of the Lenders,
The Chase Manhattan Bank, individually and as syndication agent (the
"Syndication Agent") on behalf of the Lenders, ABN AMRO Bank N.V., individually
and as co-documentation agent and arranger (the "Co-Documentation Agent and
Arranger") on behalf of the Lenders, Royal Bank of Canada, individually and as
co-documentation agent and arranger (the "Co-Documentation Agent and Arranger")
on behalf of the Lenders, Banque Nationale De Paris, individually and as
arranger (the "Arranger") on behalf of the Lenders, Chase Securities, Inc.,
individually and as lead arranger and joint book manager (the "Lead Arranger and
Joint Book Manager") on behalf of the Lenders, and Banc One Capital Markets,
Inc., individually and as lead arranger and joint book manager (the "Lead
Arranger and Joint Book Manager") on behalf


                                       30

<PAGE>   188

of the Lenders (as amended, restated, supplemented or modified from time to
time, the "Credit Agreement"). The Credit Agreement, among other things, (i)
provides for the making of Revolving Loans by the Lender to the
[Company][Subsidiary Borrower] under the Credit Agreement from time to time in
an aggregate amount not to exceed at any time outstanding the Dollar Amount
first above mentioned, the indebtedness of the [Company][Subsidiary Borrower]
resulting from each such Revolving Loan to it being evidenced by this Revolving
Loan Note, and (ii) contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for prepayments of the
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.

          Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by the [Company][Subsidiary Borrower].

          Whenever in this Revolving Loan Note reference is made to the
Administrative Agent, the Lender or the [Company][Subsidiary Borrower], such
reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns. The provisions of this Revolving Loan Note
shall be binding upon and shall inure to the benefit of said successors and
assigns. The [Company's][Subsidiary Borrower's] successors and assigns shall
include, without limitation, a receiver, trustee or debtor in possession of or
for the [Company][Subsidiary Borrower].

          This Revolving Loan Note shall be interpreted, and the rights and
liabilities of the parties hereto determined, in accordance with the laws of the
State of Illinois.


                                  [AMERICAN NATIONAL CAN GROUP, INC.]
                                  [SUBSIDIARY BORROWER]


                                   By:
                                       -------------------------------
                                       Name:
                                       Title:


                                       31

<PAGE>   189

             SCHEDULE OF REVOLVING LOANS AND PAYMENTS OR PREPAYMENTS

<TABLE>
<CAPTION>

Date   Amount of  Type of   Interest Period/   Amount of         Unpaid       Notation
<S>    <C>        <C>       <C>                <C>               <C>          <C>

       Loan       Loan      Rate               Principal Paid    Principal    Made By
                                               or Prepaid        Balance
                                               ----------        ---------
</TABLE>



                                       32

<PAGE>   190


                                   EXHIBIT K-2

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                                  FORM OF NOTE

                             (Competitive Bid Loans)

                                    BID NOTE


$                                                      [DATE]

  American National Can Group, Inc., a Delaware corporation (the "Company"),
promises to pay to the order of _____ (the "Lender") the aggregate unpaid
principal amount of all Competitive Bid Loans made by the Lender to the Company
pursuant to Section 2.1 of the 364-Day Credit Agreement hereinafter referred to
(as the same may be amended or modified, herein called the "Credit Agreement"),
in lawful money of the United States in immediately available funds at the main
office of The First National Bank of Chicago, as administrative agent (the
"Administrative Agent"), in Chicago, Illinois, together with interest, in like
money and funds, on the unpaid principal amount hereof at the rates and on the
dates determined in accordance with the Credit Agreement. The Company shall pay
each Competitive Bid Loan in full on the last day of such Competitive Bid Loan's
applicable Interest Period, or, if earlier, on the Facility Termination Date (as
defined in the Credit Agreement), or, if earlier, when due under Section 9.1 of
the Credit Agreement.

  The Lender shall, and is hereby authorized to, record on the schedule attached
hereto, or otherwise record in accordance with its usual practice, the date and
amount of each Competitive Bid Loan and the date and amount of each principal
payment hereunder; provided, however, that the failure to so record shall not
affect the Company's obligations hereunder or under the Credit Agreement.

  This Note (Competitive Bid Loans) is one of the Notes issued pursuant to, and
is entitled to the benefits of, the 364-DAY Credit Agreement dated as of July
22, 1999 among American National Can Group, Inc. (the "Company"), the Subsidiary
Borrowers from time to time party thereto, the financial institutions parties
thereto (the "Lenders"), The First National Bank of Chicago,


                                       33

<PAGE>   191

individually and as Administrative Agent on behalf of the Lenders, The Chase
Manhattan Bank, individually and as syndication agent (the "Syndication Agent")
on behalf of the Lenders, ABN AMRO Bank N.V., individually and as
co-documentation agent and arranger (the "Co-Documentation Agent and Arranger")
on behalf of the Lenders, Royal Bank of Canada, individually and as
co-documentation agent and arranger (the "Co-Documentation Agent and Arranger")
on behalf of the Lenders, Banque Nationale De Paris, individually and as
arranger (the "Arranger") on behalf of the Lenders, Chase Securities, Inc.,
individually and as lead arranger and joint book manager (the "Lead Arranger and
Joint Book Manager") on behalf of the Lenders, and Banc One Capital Markets,
Inc., individually and as lead arranger and joint book manager (the "Lead
Arranger and Joint Book Manager") on behalf of the Lenders, to which Credit
Agreement reference is hereby made for a statement of the terms and conditions
under which this Note may be prepaid or its maturity date accelerated.
Capitalized terms used herein and not otherwise defined herein are used with the
meanings attributed to them in the Credit Agreement.


                                    AMERICAN NATIONAL CAN GROUP, INC.


                                    By:
                                        ---------------------------
                                        Name:
                                        Title:




                                       34

<PAGE>   192


                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

                                       TO

                     PROMISSORY NOTE (COMPETITIVE BID LOANS)

                      OF AMERICAN NATIONAL CAN GROUP, INC.

                                     [DATE]

          Principal    Maturity                 Principal
               Amount of                of Interest      Amount          Unpaid
Date      Loan         Period                      Paid          Balance
----      ----         ------                      ----          -------




                                       35

<PAGE>   193

                                    EXHIBIT L

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                      FORM OF COMPETITIVE BID QUOTE REQUEST

                                (Section 2.1(B))

                          COMPETITIVE BID QUOTE REQUEST

                                                     ___________ , 19


To:       The First National Bank of Chicago, as administrative agent (the
          "Administrative Agent")

From:     American National Can Group, Inc. (the "Company")

Re:       364-Day Credit Agreement (the "Credit Agreement") dated as of July 22,
          1999 among the Company, the financial institutions parties thereto
          (the "Lenders"), The First National Bank of Chicago, individually and
          as Administrative Agent on behalf of the Lenders, The Chase Manhattan
          Bank, individually and as syndication agent (the "Syndication Agent")
          on behalf of the Lenders, ABN AMRO Bank N.V., individually and as
          co-documentation agent and arranger (the "Co-Documentation Agent and
          Arranger") on behalf of the Lenders, Royal Bank of Canada,
          individually and as co-documentation agent and arranger (the
          "Co-Documentation Agent and Arranger") on behalf of the Lenders,
          Banque Nationale De Paris, individually and as arranger (the
          "Arranger") on behalf of the Lenders, Chase Securities, Inc.,
          individually and as lead arranger and joint book manager (the "Lead
          Arranger and Joint Book Manager") on behalf of the Lenders, and Banc
          One Capital Markets, Inc., individually and as lead arranger and joint
          book manager (the "Lead Arranger and Joint Book Manager") on behalf of
          the Lenders.

     We hereby give notice pursuant to Section 2.1(B) of the Credit Agreement
that we request Competitive Bid Quotes for the following proposed Competitive
Bid Advance(s):

Borrowing Date: __________ , 19



                                       36

<PAGE>   194

Principal Amount(1)                         Interest Period(2)
----------------                            ---------------

$


     Such Competitive Bid Quotes should offer a [Competitive Bid Margin]
[Absolute Rate].

     Upon acceptance by the undersigned of any or all of the Competitive Bid
Advances offered by Lenders in response to this request, the undersigned shall
be deemed to affirm as of such date the representations and warranties made in
the Credit Agreement to the extent specified in Article V thereof. Capitalized
terms used herein have the meanings assigned to them in the Credit Agreement.


                                    AMERICAN NATIONAL CAN GROUP, INC.

                                    By:
                                        -------------------------
                                        Name:
                                        Title:


-----------------
(1)  Amount must be at least $5,000,000 and in integral multiples of $1,000,000
     if in excess thereof.
(2)  Seven days, or one, two, three or six months (Eurocurrency Auction) or at
     least 7 and up to 180 days (Absolute Rate Auction), subject to the
     provisions of the definitions of Eurocurrency Interest Period and Absolute
     Rate Interest Period.



                                       37

<PAGE>   195

                                    EXHIBIT M

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                  FORM OF INVITATION FOR COMPETITIVE BID QUOTES

                                (Section 2.1(C))

                      INVITATION FOR COMPETITIVE BID QUOTES

                                                    ____________ , 19

To:       [Name of Bank]

Re:       Invitation for Competitive Bid Quotes to

     American National Can Group, Inc. (the "Company") Pursuant to Section
2.1(C) of the 364-Day Credit Agreement dated as of July 22, 1999 (the "Credit
Agreement") among the Company, the Subsidiary Borrowers from time to time party
thereto, the financial institutions parties thereto (the "Lenders"), The First
National Bank of Chicago, individually and as Administrative Agent on behalf of
the Lenders, The Chase Manhattan Bank, individually and as syndication agent
(the "Syndication Agent") on behalf of the Lenders, ABN AMRO Bank N.V.,
individually and as co-documentation agent and arranger (the "Co-Documentation
Agent and Arranger") on behalf of the Lenders, Royal Bank of Canada,
individually and as co-documentation agent and arranger (the "Co-Documentation
Agent and Arranger") on behalf of the Lenders, Banque Nationale De Paris,
individually and as arranger (the "Arranger") on behalf of the Lenders, Chase
Securities, Inc., individually and as lead arranger and joint book manager (the
"Lead Arranger and Joint Book Manager") on behalf of the Lenders, and Banc One
Capital Markets, Inc., individually and as lead arranger and joint book manager
(the "Lead Arranger and Joint Book Manager") on behalf of the Lenders, we are
pleased on behalf of the Company to invite you to submit Competitive Bid Quotes
to the Company for the following proposed Competitive Bid Advance(s):

Borrowing Date: ___________ , 19

Principal Amount                                 Interest Period
----------------                                 ---------------
$


                                       38

<PAGE>   196

     Such Competitive Bid Quotes should offer a [Competitive Bid Margin]
[Absolute Rate]. Your Competitive Bid Quote must comply with Section 2.1(D) of
the Credit Agreement and the foregoing terms in which the Competitive Bid Quote
Request was made. Capitalized terms used herein have the meanings assigned to
them in the Credit Agreement.

     Please respond to this invitation by no later than [1:00 p.m.] [9:00 a.m.]
Chicago time on ________, 19__.


                               THE FIRST NATIONAL BANK OF CHICAGO,
                                 as Administrative Agent


                               By:
                                   -----------------------------
                                   Authorized Officer




                                       39

<PAGE>   197

                                    EXHIBIT N

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                          FORM OF COMPETITIVE BID QUOTE

                                (Section 2.1(D))

                              COMPETITIVE BID QUOTE

                                                     _____________ , 19

To:       The First National Bank of Chicago,
           as administrative agent (the "Administrative Agent")
          Attn: ______________

Re:       Competitive Bid Quote to American National Can Group, Inc.
           (the "Company")

In response to your invitation on behalf of the Company dated , 19 , we hereby
make the following Competitive Bid Quote pursuant to Section 2.1(D) of the
Credit Agreement hereinafter referred to and on the following terms:

1.   Quoting Bank: ____________________

2.   Person to contact at Quoting Bank: _______________

3.   Borrowing Date: _______, 19__(1)

4.   We hereby offer to make Competitive Bid Loan(s) in the following principal
     amounts, for the following Interest Periods and at the following rates:

Principal                Interest        [Competitive      [Absolute     Minimum

Amount(2)                Period(3)        Bid Margin(4)]   Rate(5)]      Amount
------                   ------           ----------       ----          ------
$


     We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the 364-Day Credit
Agreement dated as of July 22, 1999 among the Company, the Subsidiary Borrowers
from time to time party thereto, the financial institutions parties thereto (the
"Lenders"), The Chase Manhattan Bank, individually and as



                                       40

<PAGE>   198

syndication agent (the "Syndication Agent") on behalf of the Lenders, ABN AMRO
Bank N.V., individually and as co-documentation agent and arranger (the
"Co-Documentation Agent and Arranger") on behalf of the Lenders, Royal Bank of
Canada, individually and as co-documentation agent and arranger (the
"Co-Documentation Agent and Arranger") on behalf of the Lenders, Banque
Nationale De Paris, individually and as arranger (the "Arranger") on behalf of
the Lenders, Chase Securities, Inc., individually and as lead arranger and joint
book manager (the "Lead Arranger and Joint Book Manager") on behalf of the
Lenders, and Banc One Capital Markets, Inc., individually and as lead arranger
and joint book manager (the "Lead Arranger and Joint Book Manager") on behalf of
the Lenders, and yourselves, as Administrative Agent on behalf of the Lenders,
irrevocably obligates us to make the Competitive Bid Loan(s) for which any
offer(s) are accepted, in whole or in part.


                                         Very truly yours,

                                         [NAME OF LENDER]


Dated:    , 19                           By:

                                              Authorized Officer

----------------
(1)  As specified in the related Invitation for Competitive Bid Quotes.
(2)  Principal amount bid for each Interest Period may not exceed principal
     amount requested. Bids must be made for $5,000,000 and in integral
     multiples of $1,000,000 if in excess thereof.
(3)  Seven days, or one, two, three or six months (Eurocurrency Auction) or at
     least 7 and up to 180 days (Absolute Rate Auction), as specified in the
     related Invitation for Competitive Bid Quotes.
(4)  Competitive Bid Margin over or under the Eurocurrency Base Rate determined
     for the applicable Interest Period. Specify percentage (rounded to the
     nearest 1/100 of 1%) and specify whether "PLUS" or "MINUS".
(5)  Specify rate of interest per annum (rounded to the nearest 1/100 of 1%).
(6)  Specify minimum amount which the Company may accept (see Section
     2.1(D)(ii)(d)).


                                       41

<PAGE>   199


                                    EXHIBIT O

                                       TO

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 22, 1999

                            FORM OF ASSUMPTION LETTER

                               __________ , 19__


To the Lenders party to the
Credit Agreement referred
 to below

Ladies and Gentlemen:

     Reference is made to the 364-Day Credit Agreement dated as of July 22, 1999
initially among American National Can Group, Inc., the Subsidiary Borrowers from
time to time parties thereto, the Lenders parties thereto, The First National
Bank of Chicago, individually and as Administrative Agent on behalf of the
Lenders, The Chase Manhattan Bank, individually and as syndication agent (the
"Syndication Agent") on behalf of the Lenders, ABN AMRO Bank N.V., individually
and as co-documentation agent and arranger (the "Co-Documentation Agent and
Arranger") on behalf of the Lenders, Royal Bank of Canada, individually and as
co-documentation agent and arranger (the "Co-Documentation Agent and Arranger")
on behalf of the Lenders, Banque Nationale De Paris, individually and as
arranger (the "Arranger") on behalf of the Lenders, Chase Securities, Inc.,
individually and as lead arranger and joint book manager (the "Lead Arranger and
Joint Book Manager") on behalf of the Lenders, and Banc One Capital Markets,
Inc., individually and as lead arranger and joint book manager (the "Lead
Arranger and Joint Book Manager") on behalf of the Lenders (as amended and in
effect from time to time, the "Credit Agreement"). Terms defined in the Credit
Agreement and used herein are used herein as defined therein.

     The undersigned, _____ (the "Subsidiary"), a _____ [corporation], wishes to
become a "Subsidiary Borrower" under the Credit Agreement, and accordingly
hereby agrees that from the date hereof it shall become a "Subsidiary Borrower"
under the Credit Agreement and agrees that from the date hereof and until the
payment in full of the principal of and interest on all Advances made to it
under the Credit Agreement and performance of all of its other obligations
thereunder, and termination hereunder of its status as a "Subsidiary Borrower"
as provided below, it shall perform, comply with and be bound by each of the
provisions of the Credit Agreement which are stated to apply to a "Borrower" or
a "Subsidiary Borrower." Without limiting the generality of the foregoing, the
Subsidiary hereby represents and warrants that: (i) each of the representations
and warranties set forth in Sections 6.1, 6.2, 6.3, and 6.22 of the Credit
Agreement is hereby made by such Subsidiary on and as of the date hereof as if
made on and as of the date hereof and as if such Subsidiary is the


                                       42

<PAGE>   200

"Company" and this Assumption Letter is the "Agreement" referenced therein, and
(ii) it has heretofore received a true and correct copy of the Credit Agreement
(including any modifications thereof or supplements or waivers thereto) as in
effect on the date hereof. In addition, the Subsidiary hereby authorizes the
Company to act on its behalf as and to the extent provided for in Article II of
the Credit Agreement in connection with the selection of Types and Interest
Periods for Advances and the conversion and continuation of Advances.

     So long as the principal of and interest on all Advances made to the
Subsidiary under the Credit Agreement shall have been paid in full and all other
obligations of the Subsidiary under the Credit Agreement shall have been fully
performed, the Company may by not less than five Business Days' prior notice to
the Lenders terminate its status as a "Subsidiary Borrower."

     CHOICE OF LAW. THIS ASSUMPTION LETTER SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT
REGARD TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.




                                       43

<PAGE>   201

    IN WITNESS WHEREOF, the Subsidiary has duly executed and delivered this
Assumption Letter as of the date and year first above written.

                         [Name of Subsidiary Borrower]

    By
      ------------------------------

    Title:
          --------------------------

                           Address for Notices under
                             the Credit Agreement:

Consented to:

AMERICAN NATIONAL CAN GROUP, INC.


By:

Title:









                                       44