<PAGE>   1
                                                                     Exhibit 4.2


                                CREDIT AGREEMENT
                                ----------------


         This Agreement, dated as of March 30, 1999, is among Corrpro Companies,
Inc. (the "Company"), the Foreign Subsidiary Borrowers (as hereinafter defined)
from time to time parties hereto (together with the Company, the "Borrowers"),
the Lenders and NBD Bank, as Issuer and as Agent. The parties hereto agree as
follows:


                                   ARTICLE I.

                                   DEFINITIONS
                                   -----------

         1.1   DEFINITIONS. As used in this Agreement:

         "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 limited liability
company, 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 related 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 or voting power) of the outstanding ownership interests of a
partnership or limited liability company.

         "Advance" means a borrowing hereunder (i) made by the Lenders on the
same Borrowing Date, or (ii) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurocurrency
Loans, in the same Agreed Currency and for the same Interest Period.

         "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 owns 10% or
more of any class of voting securities (or other ownership 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 stock, by contract or otherwise.

         "Agent" means NBD Bank in its capacity as contractual representative of
the Lenders pursuant to Article X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article X.

         "Agreed Currencies" means (i) Dollars, and (ii) so long as such
currencies remain Eligible Currencies, British Pounds Sterling and Canadian
Dollars. For the purposes of this definition, each of the specific currencies
referred to in clause (ii), above, shall mean and be deemed to refer to the
lawful currency of the jurisdiction referred to in connection with such
currency, e.g., "Canadian Dollars" means the lawful currency of Canada.

         "Aggregate Canadian Commitments" means the aggregate amount, stated in
Canadian Dollars, of the Canadian Commitments of all of the Canadian Lenders.

                                       1
<PAGE>   2

         "Aggregate Canadian Outstandings" means at any date of determination
with respect to any Canadian Lender, the sum of the aggregate unpaid principal
amount of such Lender's Canadian Revolving Credit Loans on such date and the
amount of such Lender's Pro Rata Share of the Canadian Facility Letter of Credit
Obligations and Swing Loans to the Canadian Borrower on such date, both stated
in Canadian Dollars.

         "Aggregate Commitments" means the aggregate of the Commitments of all
of the Lenders, as reduced from time to time pursuant to the terms hereof.

         "Aggregate Total Outstandings" means as at any date of determination
with respect to any Lender, the sum of the U. S. Dollar Equivalent on such date
of the aggregate unpaid principal amount of such Lender's Revolving Credit Loans
on such date and the U. S. Dollar Equivalent on such date of the amount of such
Lender's Pro Rata Share of the Facility Letter of Credit Obligations and Swing
Loans on such date.

         "Aggregate U.K. Commitments" means the aggregate amount, stated in
British Pounds Sterling, of the U.K. Commitments of all of the U.K. Lenders.

         "Aggregate U.K. Outstandings" means at any date of determination with
respect to any U.K. Lender, the sum of the aggregate unpaid principal amount of
such Lender's U.K. Revolving Credit Loans on such date and the amount of such
Lender's Pro Rata Share of the U.K. Facility Letter of Credit Obligations and
Swing Loans to the U.K. Borrower on such date, both stated in British Pounds
Sterling.

         "Aggregate U.S. Commitments" means the aggregate amount in U.S. Dollars
of the U.S. Commitments of all of the Lenders.

         "Aggregate U.S. Outstandings" means as at any date of determination
with respect to any Lender, the sum of the aggregate unpaid principal amount of
such Lender's U.S. Revolving Credit Loans on such date and the amount of such
Lender's Pro Rata Share of the U.S. Facility Letter of Credit Obligations and
Swing Loans to the Company on such date, both stated in U.S. Dollars.

         "Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Corporate Base Rate for such day and (ii) the sum
of the Federal Funds Effective Rate for such day plus 1% per annum.

         "Anticipated Acquisitions" means those Acquisitions described on
Schedule 1.3.

         "Applicable Facility Fee Rate" means, at any time, the percentage rate
per annum at which facility fees are accruing on the Aggregate Commitments
(without regard to usage) at such time as set forth in the Pricing Schedule.

         "Applicable Facility LC Rate" means, at any time, the percentage rate
per annum set forth in the Pricing Schedule at which fees will be charged on
Facility LCs at such time.

                                       2
<PAGE>   3

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Arranger" means First Chicago Capital Markets, Inc., a Delaware
corporation, and its successors.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized Officer" means, with respect to any Borrower, any of the
chief executive officer, chief financial officer, vice-president/corporate
controller, the treasurer of such Borrower or any Person designated by any of
the foregoing in writing to the Agent from time to time to act on behalf of such
Borrower, in each case, acting singly.

         "Borrowers" is defined in the preamble hereto.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Detroit, Chicago and New York for the conduct
of substantially all of their commercial lending activities 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 generally are open in Detroit, Chicago and New York
for the conduct of substantially all of their commercial lending activities.

         "Canada" shall mean the Dominion of Canada.

         "Canadian Borrower" means any Foreign Subsidiary Borrower from time to
time designated on Schedule 1.1 as the "Canadian Borrower".

         "Canadian Commitment" means, as to any Lender at any time, its
obligation to make Loans to the Canadian Borrower under Section 2.1.2 in an
aggregate amount not to exceed at any time outstanding the Equivalent Amount in
Canadian Dollars of the Dollar amount set forth opposite such Lender's name in
Schedule 1.1 under the heading "Canadian Commitment" or as otherwise established
pursuant to Section 13.3, as such amount may be reduced from time to time
pursuant to Sections 2.4, 13.3 and the other applicable provisions hereof.

         "Canadian Facility Letter of Credit" means any Letter of Credit for the
account of the Canadian Borrower.

         "Canadian Facility Letter of Credit Obligations" means Facility Letter
of Credit Obligations with respect to Canadian Facility Letters of Credit.

         "Canadian Lender" means any Lender which has a Canadian Commitment.

         "Canadian Revolving Credit Loans" means Loans made to the Canadian
Borrower under Section 2.1.2.

         "Capital Expenditures" means, for any Person and without duplication,
any expenditures for any purchase or other acquisition by such Person of any
asset which would be classified as property, plant or

                                       3

<PAGE>   4

equipment on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "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 shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, and (iv) certificates of deposit
issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $100,000,000; provided in each case that
the same provides for payment of both principal and interest (and not principal
alone or interest alone) and is not subject to any contingency regarding the
payment of principal or interest.

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

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment" means, for each Lender, such Lender's U.S. Commitment,
Canadian Commitment and U.K. Commitment, and "Commitments" means the aggregate
of all of the Lenders' Commitments.

         "Computation Date" is defined in Section 2.2.

         "Consolidated" means, when used with reference to any financial term in
this Agreement, the aggregate for the Company and its Subsidiaries of the
amounts signified by such term for all such persons determined on a consolidated
basis in accordance with Agreement Accounting Principles.

         "Consolidated Capital Expenditures" means, with reference to any
period, the Capital Expenditures of the Company and its Subsidiaries calculated
on a consolidated basis for such period.

         "Consolidated Indebtedness" means at any time the Indebtedness of the
Company and its Subsidiaries calculated on a consolidated basis as of such time.

         "Consolidated Rentals" means, with reference to any period, the Rentals
of the Company and its Subsidiaries calculated on a consolidated basis for such
period.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

         "Conversion/Continuation Notice" is defined in Section 2.9.

                                       4
<PAGE>   5


         "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrower or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "Corporate Base Rate" means a rate per annum equal to the corporate
base rate of interest announced by NBD Bank, The First National Bank of Chicago
or Bank One from time to time, changing when and as said corporate base rate
changes.

         "Cost Rate" means

1.       The cost of compliance with existing requirements of the Bank of
         England and/or the Financial Services Authority (or any authority which
         replaces all or any of their functions) in respect of Advances
         denominated in sterling will be calculated by the Agent in relation to
         each Advance on the basis of rates supplied by the Agent by reference
         to the circumstances existing on the first day of each Interest Period
         in respect of such Advance and, if any such Interest Period exceeds
         three months, at three calendar monthly intervals from the first day of
         such Interest Period during its duration in accordance with the
         following formula:

         AB +C(B-D) + E x 0.01  per cent per annum
         100 - (A+C)

Where:

         A.       is the percentage of eligible liabilities (assuming these to
                  be in excess of any stated minimum) which the Agent is from
                  time to time required to maintain as an interest free cash
                  ratio deposit with the Bank of England to comply with cash
                  ratio requirements.

         B.       is the percentage rate per annum at which sterling deposits
                  are offered by the Agent in accordance with its normal
                  practice, for a period equal to (a) the relevant Interest
                  Period (or, as the case may be, remainder of such Interest
                  Period) in respect of the relevant Advance of (b) three
                  months, whichever is the shorter, to a leading bank in the
                  London Interbank Market at or about 11:00 a.m. in a sum
                  approximately equal to the amount of such Advance.

         C.       is the percentage of eligible liabilities which the Agent is
                  required from time to time to maintain as interest bearing
                  special deposits with the Bank of England.

         D.       is the percentage rate per annum payable by the Bank of
                  England to the Agent on interest bearing special deposits.

         E.       is the rate payable by the Agent to the Financial Services
                  authority pursuant to the Fees Regulations (but, for this
                  purpose, the figure at paragraph [2.02b]/[2.03b] of the Fees
                  Regulations shall be deemed to be zero) and expressed in
                  pounds per (pound)1,000,000 of the Fee Base of the Agent.

2.       For the purposes of this definition:

                                       5
<PAGE>   6

         (a)      "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" shall bear the
                  meanings ascribed to them from time to time under or pursuant
                  to the Bank of England Act 1998 or (as appropriate) by the
                  Bank of England;

         (b)      "FEE REGULATIONS" shall mean the Banking Supervision (Fees)
                  Regulations 1998 or such other regulations as may be in force
                  from time to time in respect of the payment of fees for
                  banking supervision; and

         (c)      "FEE BASE" shall bear the meaning ascribed to it, and shall be
                  calculated in accordance with, the Fees Regulations.

3.       The percentages used in A and C above shall be those required to be
         maintained on the first day of the relevant period as determined in
         accordance with B above.

4.       In application of the above formula, A, B, C and D will be included in
         the formula as figures and not as percentages e.g. if A is 0.5 per cent
         and B is 12 per cent, AB will be calculated as 0.5 x 12 and not as 0.5
         per cent x 12 per cent.

5.       Calculations will be made on the basis of a 365 day year (or, if market
         practice differs, in accordance with market practice).

6.       A negative result obtained by subtracting D from B shall be taken as
         zero.

7.       The resulting figures shall be rounded upwards, if not already such a
         multiple, to the nearest whole multiple of one-thirty second of one
         percent per annum.

8.       Additional amounts calculated in accordance with this definition are
         payable on the last day of the Interest Period to which they relate.

9.       The determination of the Associated Costs Rate by the Agent in relation
         to any period shall, in the absence of manifest error, be conclusive
         and binding on all of the parties hereto.

10.      The Agent may from time to time, after prior consultation with the
         Company and the Lenders, determine and notify to all parties any
         amendments or variations which are required to be made to the formula
         set out above in order to comply with any requirement s from time to
         time imposed by the Bank of England or the Financial Services Authority
         (or any other authority which replaces all or any of their functions)
         in relation to Advances denominated in sterling (including any
         requirements relating to sterling primary liquidity) and, any such
         determination shall, in the absence of manifest error, be conclusive
         and binding on all the parties hereto.

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Default" means an event described in Article VII.

         "Dollars" and "$" shall mean the lawful currency of the United States
of America.

         "EBITDA" means, with respect to any Person, the Net Income of such
Person plus, to the extent deducted from revenues in determining Net Income, (i)
Interest Expense, (ii) expense for taxes paid or

                                       6
<PAGE>   7

accrued, (iii) depreciation, (iv) amortization and (v) extraordinary losses
incurred other than in the ordinary course of business, minus, to the extent
included in Net Income, extraordinary gains realized other than in the ordinary
course of business.


         "Effective Date" shall mean March 30, 1999.

         "Eligible Currency" means any currency other than Dollars (i) that is
readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the London interbank market, (iv) which is
convertible into Dollars in the international interbank market and (v) as to
which an Equivalent Amount may be readily calculated. If, after the designation
by the Lenders of any currency as an Agreed Currency, (x) 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, (y)
such currency is, in the determination of the Agent, no longer readily available
or freely traded or (z) in the determination of the Agent, an Equivalent Amount
of such currency is not readily calculable, the Agent shall promptly notify the
Lenders and the Company, and such currency shall no longer be an Agreed Currency
until such time as all of the Lenders agree to reinstate such currency as an
Agreed Currency and promptly, but in any event within five Business Days of
receipt of such notice from the Administrative Agent, the Borrower shall repay
all Loans in such affected currency or convert such Loans into Loans in Dollars
or another Agreed Currency, subject to the other terms set forth in Article II.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "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 arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such other currency at 11:00 a.m.,
London time, on the date on or as of which such amount is to be determined.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Euro" and/or "EUR" means the euro referred to in Council Regulation
(EC) No. 1103/97 dated June 17, 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 Economic and Monetary
Union.

         "Eurocurrency Advance" means an Advance which bears interest at the
applicable Eurocurrency Rate.

         "Eurocurrency Loan" means a Loan which bears interest at the applicable
Eurocurrency Rate.

         "Eurocurrency Payment Office" of the Agent shall mean, for each of the
Agreed Currencies, the office, branch, affiliate or correspondent bank of the
Agent specified as the "Eurocurrency Payment Office" for such currency in
Schedule 1.2 hereto or such other office, branch, affiliate or correspondent

                                       7
<PAGE>   8

bank of the Agent as it may from time to time specify to the Borrower and each
Lender as its Eurocurrency Payment Office.

         "Eurocurrency Rate" means, with respect to a Eurocurrency Advance for
the relevant Interest Period, the sum of (i) the quotient of (a) the
Eurocurrency Reference Rate applicable to such Interest Period, divided by (b)
one minus the Reserve Requirement (expressed as a decimal) applicable to such
Interest Period, plus (ii) the Applicable Margin.

         "Eurocurrency Reference Rate" means, with respect to a Eurocurrency
Advance for the relevant Interest Period, (i) with respect to any Eurocurrency
Advance denominated in Canadian Dollars, the rate quoted to the Borrower
requesting such loan by the Canadian Lender at approximately 11:00 a.m. (Detroit
time) two Business Days prior to the first day of such Interest Period as the
current estimated cost to the Canadian Lender, expressed as an annual rate of
interest, of funding short term loans for the period in an aggregate amount
comparable to the amount of such loan to be made by the Canadian Lender, as
conclusively determined by the Canadian Lender, and (ii) with respect to any
other Eurocurrency Advance, the rate determined by the Agent to be the rate at
which NBD, First Chicago or Bank One or any of their Affiliates, offers to place
deposits in the applicable Agreed Currency with first-class banks in the London
interbank market at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, in the approximate amount of
NBD's relevant Eurocurrency Loan and having a maturity equal to such Interest
Period, plus, with respect to any Loan denominated in British Pounds Sterling,
the Cost Rate.

         "Euro Implementation Date" means January 1, 1999.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Facility LC" or "Facility Letter of Credit" means a Letter of Credit
issued by the LC Issuer pursuant to Section 2.15.

         "Facility LC Application" is defined in Section 2.15.3.

         "Facility LC Collateral Account" is defined in Section 2.15.11.

         "Facility Letter of Credit Obligations" means, at any time, the sum,
without duplication, of (i) the aggregate undrawn stated amount under all
Facility LCs outstanding at such time plus (ii) the aggregate unpaid amount at
such time of all Reimbursement Obligations.

         "Facility Termination Date" means April 30, 2002, or any earlier date
on which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof

         "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

                                       8

<PAGE>   9


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. (Detroit time) on such day on such transactions received by the Agent
from three Federal funds brokers of recognized standing selected by the Agent in
its sole discretion.

         "Financial Contract" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics, or (ii) any Rate Hedging Agreement.

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

         "Fixed Charge Coverage Ratio" means, with respect to any Person, as of
the last day of any fiscal quarter of such Person, the ratio of (a) EBITDA of
such Person, plus Rentals paid or payable by such Person, minus Capital
Expenditures of such Person, to (b) Fixed Charges of such Person, in each case
as calculated for the four consecutive fiscal quarters then ending, all as
determined in accordance with Agreement Accounting Principles.

         "Fixed Charges" means, for any period and with respect to any Person,
the sum, without duplication, of (a) Interest Expense of such Person, plus (b)
all payments of principal and other sums required to be paid during such period
by such Person with respect to Indebtedness of such Person, plus (c) Rentals
paid or payable during such period by such Person, plus (d) all dividends,
distributions and other obligations paid with respect to any class of such
Person's Capital Stock or any dividend, payment or distribution paid in
connection with the redemption, purchase, retirement or other acquisition,
directly or indirectly, of any shares of such Person's Capital Stock.

         "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate changes.

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

         "Floating Rate Loan" means a Loan which bears interest at the Floating
Rate.

         "Foreign Subsidiary" means each Subsidiary organized under the laws of
a jurisdiction outside of the United States.

         "Foreign Subsidiary Borrower" means each Foreign Subsidiary listed as a
Foreign Subsidiary Borrower in Schedule 1.1 as amended from time to time in
accordance with Section 8.2.2.

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

         "Guarantor" means, with respect to the Obligations of the Foreign
Subsidiary Borrowers, the Company and any other Person executing a Guaranty from
time to time.

         "Guaranty" means that certain guarantee contained in Article IX and any
other guarantee entered into in connection with this Agreement from time to
time.

                                       9
<PAGE>   10

         "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (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
any earn-out or other contingent obligations incurred by such Person in
connection with any Acquisition), (iii) obligations, whether or not assumed,
secured by Liens 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, or other instruments, (v) obligations of such
Person to purchase securities or other Property arising out of or in connection
with the sale of the same or substantially similar securities or Property, (vi)
Capitalized Lease Obligations, (vii) all obligations in respect of Letters of
Credit, whether drawn or undrawn, contingent or otherwise, (viii) any other
obligation for borrowed money or other financial accommodation which in
accordance with Agreement Accounting Principles would be shown as a liability on
the consolidated balance sheet of such Person, (ix) all other indebtedness,
obligations and liabilities incurred in connection with any asset
securitizations, regardless of whether such indebtedness, obligations or other
liabilities are recourse or non recourse to such Person and regardless of
whether such indebtedness, obligations or other liabilities are required to be
shown as a liability on the consolidated balance sheet of such Person in
accordance with Agreement Accounting Principles, and (x) Contingent Obligations
with respect to any of the foregoing.

         "Interest Expense" means, with respect to any Person and with reference
to any period, the interest expense of such Person.

         "Interest Period" means, with respect to a Eurocurrency Advance, a
period of one, two, three or six months commencing on a Business Day selected by
the Borrower pursuant to this Agreement. Such Interest Period shall end on 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.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificate of deposit owned by such Person;
and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

         "Issuer" means NBD (or any Lending Installation of NBD designated by
NBD) in its capacity as issuer of Facility LCs hereunder.

         "Joinder Agreement" means the Joinder Agreement to be entered into by
each Foreign Subsidiary Borrower subsequent to the date hereof pursuant to
Section 8.2.2, substantially in the form of Exhibit A hereto.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

                                       10
<PAGE>   11

         "Lending Installation" means, with respect to a Lender, the LC Issuer
or the Agent, the office, branch, subsidiary or affiliate of such Lender, the LC
Issuer or the Agent with respect to each Agreed Currency listed on Schedule
1.2/the administrative information sheets provided to the Agent in connection
herewith or otherwise selected by the Lender, the LC Issuer or the Agent.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Total Debt outstanding on such date to (ii) Consolidated EBITDA for
the Company's then most-recently ended four fiscal quarters.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other 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" means, with respect to a Lender, such Lender's Revolving Credit
Loans and, with respect to the Agent, Swing Loans.

         "Loan Documents" means this Agreement, the Facility LC Applications and
any Notes issued pursuant to Section 2.13 and the other agreements, certificates
and other documents contemplated hereby or executed or delivered pursuant hereto
by any Borrower at any time in favor of the Agent, the LC Issuer or any Lender.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Company and its Subsidiaries taken as a whole, (ii) the
ability of any Borrower to perform its obligations under the Loan Documents to
which it is a party, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agent, the LC Issuer or the Lenders
thereunder.

         "Material Indebtedness" is defined in Section 7.5.

         "Modify" and "Modification" are defined in Section 2.19.1.

         "Moody's" means Moody's Investors Service, Inc.

         "Multicurrency Advance" means a borrowing hereunder (or continuation or
a conversion thereof) consisting of the several Multicurrency Loans made on the
same Borrowing Date (or date of conversion or continuation) by the Lenders to a
Borrower of the same Type, in the same Agreed Currency and for the same Interest
Period.

         "Multicurrency Facility Letter of Credit" means any Facility Letter of
Credit for the account of a Foreign Subsidiary Borrower.

         "Multicurrency Facility Letter of Credit Obligations" means Facility
Letter of Credit Obligations with respect to Multicurrency Facility Letters of
Credit.

         "Multicurrency Lender" means any Lender which has a Canadian Commitment
or a U.K. Commitment.

                                       11
<PAGE>   12

         "Multicurrency Loans" means any Canadian Revolving Credit Loans or U.K.
Revolving Credit Loans and any Swing Loans made to the Canadian Borrower or the
U.K. Borrower.

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "National Currency Unit" means the unit of currency (other than a Euro
unit) of each member state of the European Union that participates in the third
stage of Economic and Monetary Union.

         "NBD" means NBD Bank, in its individual capacity, and its successors.

         "Net Income" means, with respect to any Person and with reference to
any period, the net income (or loss) of such Person from continuing operations
calculated for such period.

         "Net Worth" means, with respect to any Person, at any time the
consolidated stockholders' equity of such Person, without giving effect to any
foreign currency translation adjustment account.

         "Non-U.S. Borrower" is defined in Section 3.1(b).

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" means any promissory note issued at the request of a Lender
pursuant to this Agreement.

         "Notice of Assignment" is defined in Section 13.3.2.

         "Obligations" means collectively, the unpaid principal of and interest
on the Loans, all obligations and liabilities pursuant to the Facility Letters
of Credit, all Rate Hedging Obligations and all other obligations and
liabilities of each Borrower to the Agent, the LC Issuer or the Lenders
(including Affiliates of such Lenders in the case of Rate Hedging obligations)
under this Agreement and the other Loan Documents (including, without
limitation, interest accruing at the then applicable rate provided in this
Agreement or any other applicable Loan Document after the maturity of the Loans
and interest accruing at the then applicable rate provided in this Agreement or
any other applicable Loan Document after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to any Borrower whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, the other Loan Documents or any other document made, delivered or
given in connection therewith, in each case whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise (including, without limitation, all reasonable fees and disbursements
of counsel to the Agent, the LC Issuer or to the Lenders that are required to be
paid by any Borrower pursuant to the terms of this Agreement or any other Loan
Document).

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Other Taxes" is defined in Section 3.5(ii).

                                       12
<PAGE>   13


         "Outstanding Credit Exposure" means, as to any Lender at any time, the
sum of (i) the aggregate principal amount of its Loans outstanding at such time,
plus (ii) an amount equal to its Pro Rata Share of the Facility Letter of Credit
Obligations at such time, plus (iii) an amount equal to its Pro Rata Share of
Swing Loans outstanding at such time.

         "Participants" is defined in Section 13.2.1.

         "Payment Date" means the last Business Day of each March, June,
September and December occurring after the Effective Date, commencing June 30,
1999.

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

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Share" means, for each Lender, the ratio of such Lender's
Commitment (calculated using the U.S. Dollar Equivalent thereof) to the
Aggregate Commitment (calculated using the U.S. Dollar Equivalent thereof),
provided that (a) with respect to U.S. Revolving Credit Loans, U.S. Facility
Letters of Credit, Swing Loans made to the Company and facility fees with
respect to the U.S. Commitment, Pro Rata Share means, for each Lender, the ratio
such Lender's U.S. Commitment bears to the Aggregate U.S. Commitments, (b) with
respect to Canadian Revolving Credit Loans, Canadian Facility Letters of Credit,
Swing Loans made to the Canadian Borrower and facility fees with respect to the
Canadian Commitment, Pro Rata Share means, for each Lender, the ratio such
Lender's Canadian Commitment bears to the Aggregate Canadian Commitments, and
(c) with respect to U.K. Revolving Credit Loans, U.K. Facility Letters of
Credit, Swing Loans made to the U.K. Borrower and facility fees with respect to
the U.K. Commitment, Pro Rata Share means, for each Lender, the ratio such
Lender's U.K. Commitment bears to the Aggregate U.K. Commitments. If at any time
the Commitments have been terminated, the amount of any Commitment for the
purposes of this definition of "Pro Rata Share" only shall be deemed equal to
the amount of such Commitment immediately prior to its termination.

         "Purchasers" is defined in Section 13.3.1.

         "Rate Hedging Agreement" means an agreement, device or arrangement
providing for payments which are related to fluctuations of interest rates,
exchange rates or forward rates, 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.

         "Rate 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 Rate

                                       13
<PAGE>   14

Hedging Agreements, and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "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 for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

         "Reimbursement Obligations" means, at any time, the aggregate of all
obligations of the Borrowers then outstanding under Section 2.15 to reimburse
the LC Issuer for amounts paid by the LC Issuer in respect of any one or more
drawings under Facility LCs.

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

         "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 has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard 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 Canadian Lenders" means (a) at any time prior to the
termination of the Canadian Commitments, Canadian Lenders holding not less than
51% of the Aggregate Canadian Commitments of all Canadian Lenders and (b) at any
time after the termination of the Canadian Commitments, Canadian Lenders whose
aggregate Canadian Revolving Credit Loans and Pro Rata Shares of Canadian
Facility Letters of Credit aggregate at least 51% of the Aggregate Canadian
Revolving Credit Loans of all Canadian Lenders and all Canadian Facility Letters
of Credit.

         "Required Lenders" means (a) at any time prior to the termination of
the Commitments, Lenders holding not less than 51% of the U. S. Dollar
Equivalent of the aggregate Commitments of all Lenders; and (b) at any time
after the termination of the Commitments, Lenders whose Aggregate Total
Outstandings aggregate at least 51% of the Aggregate Total Outstandings of all
Lenders.

         "Required U.K. Lenders" means (a) at any time prior to the termination
of the U.K. Commitments, U.K. Lenders holding not less than 51% of the aggregate
U.K. Commitments of all U.K. Lenders and (b) at any time after the termination
of the U.K. Commitments, U.K. Lenders whose aggregate U.K. Loans and Pro Rata
Shares of U.K. Facility Letters of Credit aggregate at least 51% of the
Aggregate U.K. Loans of all U.K. Lenders and all U.K. Facility Letters of
Credit.

         "Required U.S. Lenders" means (a) at any time prior to the termination
of the U.S. Commitments, U.S. Lenders holding not less than 51% of the aggregate
U.S. Commitments of all U.S. Lenders and (b) at any time after the termination
of the U.S. Commitments, U.S. Lenders whose aggregate U.S. Loans and Pro Rata
Shares of U.S. Facility Letters of Credit aggregate at least 51% of the
Aggregate U.S. Loans of all U.S. Lenders and all U.S. Facility Letters of
Credit.

                                       14
<PAGE>   15

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "Revolving Credit Loans" means, with respect to a Lender, such Lender's
loans made pursuant to Section 2.1.

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Senior Note Agreement" means the Note Purchase Agreement dated as of
January 21, 1998 between the Company and The Prudential Insurance Company of
America related to the $30,000,000 7.6% Senior Notes due January 15, 2008, as
amended or modified from time to time.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "Subordinated Indebtedness" of a Person means any Indebtedness of such
Person the payment of which is subordinated to payment of the Secured
Obligations to the written satisfaction of the Required Lenders in their
reasonable discretion.

         "Subsidiary" of a Person means (i) any corporation more than 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, limited liability company, association, joint venture or
similar business organization more than 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"
shall mean a Subsidiary of the Company.

         "Substantial Portion" means, as of any date, with respect to the
Property of the Borrower and its Subsidiaries, Property which (i) represents
more than 10% of the consolidated assets of the Borrower and its Subsidiaries as
would be shown in the consolidated financial statements of the Borrower and its
Subsidiaries as of such date, or (ii) is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above at the beginning of the twelve-month period ending with the month in which
such determination is made.

         "Swing Loans" is defined in Section 2.16.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

                                       15

<PAGE>   16

         "Total Debt" as of any date, means all of the following for the Company
and its Subsidiaries on a Consolidated basis and without duplication: (i) all
debt for borrowed money and similar monetary obligations evidenced by bonds,
notes, debentures, Capitalized Lease Obligations or otherwise, including without
limitation obligations in respect of the deferred purchase price of properties
or assets, in each case whether direct or indirect; (ii) all liabilities secured
by any Lien existing on property owned or acquired subject thereto, whether or
not the liability secured thereby shall have been assumed; and (iii) all
reimbursement obligations under outstanding letters of credit in respect of
drafts which have been presented and have not yet been paid and are not included
in clause (i) above.

         "Transferee" is defined in Section 13.4.

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

         "U.K. Borrower" means any Foreign Subsidiary Borrower from time to time
designated on Schedule 1.1 as the "U.K. Borrower".

         "U.K. Facility Letter of Credit" means any Letter of Credit for the
account of the U.K. Borrower.

         "U.K. Facility Letter of Credit Obligations" means Facility Letter of
Credit Obligations with respect to U.K. Facility Letters of Credit.

         "U.K. Commitment" means, as to any Lender at any time, its obligation
to make Revolving Credit Loans to the U.K. Borrower under Section 2.1.3 in an
aggregate amount not to exceed at any time outstanding the Equivalent Amount in
British Pounds Sterling of the Dollar amount set forth opposite such Lender's
name in Schedule 1.1 under the heading "U.K. Commitment" or as otherwise
established pursuant to Section 13.3, as such amount may be reduced from time to
time pursuant to Sections 2.4, 13.3 and the other applicable provisions hereof.

         "U.K. Lender" means any Lender which has a U.K. Commitment.

         "U.K. Loans" means Revolving Credit Loans made to the U.K. Borrower
under Section 2.1.3.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

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

         "U.S. Dollar Equivalent" means, on any date with respect to an amount
denominated in any currency other than U.S. Dollars, the equivalent in U.S.
Dollars of such amount determined at the Exchange Rate on the date of
determination of such equivalent.

         "U.S. Facility Letter of Credit" means any Letter of Credit for the
account of the Company.

         "U.S. Facility Letter of Credit Obligations" means Facility Letter of
Credit Obligations with respect to U.S. Facility Letters of Credit.

                                       16
<PAGE>   17

         "U.S. Commitment" means, as to any Lender at any time, its obligation
to make Revolving Credit Loans to the Company in Dollars in an aggregate amount
not to exceed at any time outstanding the U.S. Dollar amount set forth opposite
such Lender's name in Schedule 1.1 under the heading "U.S. Commitment" or as
otherwise established pursuant to Section 13.3, as such amount may be reduced
from time to time pursuant to Sections 2.4, 13.3 and the other applicable
provisions hereof.

         "U.S. Lender" means any Lender which has a U.S. Commitment.

         "U.S. Revolving Credit Loans" means Revolving Credit Loans made to the
Company pursuant to Section 2.1.1.

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         "Year 2000 Issues" means anticipated costs, problems and uncertainties
associated with the inability of certain computer applications to effectively
handle data including dates on and after January 1, 2000, as such inability
materially affects the business, operations and financial condition of the
Borrower and its Subsidiaries.

         "Year 2000 Program" is defined in Section 5.19.

         1.2 RULES OF CONSTRUCTION. The foregoing definitions shall be equally
applicable to both the singular and plural forms of the defined terms.
Notwithstanding anything herein, and in any financial statements of the Company
or in Agreement Accounting Principles to the contrary, for purposes of
calculating and determining compliance with the financial covenants in Section
6.20 and in connection with calculating the Applicable Facility Fee Rate, the
Applicable Facility LC Rate and the Applicable Margin under the Pricing
Schedule, any Acquisition made by the Company or any of its Subsidiaries,
including through mergers or consolidations and including any related financial
transactions, during the period for which such financial covenants were
calculated shall be deemed to have occurred on the first day of the relevant
period for which such financial covenants were calculated on a pro forma basis
consistent with standard industry practice and SEC guidelines.


                                   ARTICLE II.

                                   THE CREDITS
                                   -----------

         2.1 COMMITMENTS.

             2.1.1 From and including the Effective Date and prior to the
Facility Termination Date, each U.S. Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make U.S. Revolving Credit Loans to
the Company from time to time so long as after giving effect thereto and to any
concurrent repayment of Loans the Aggregate U.S. Outstandings of each U.S.
Lender are equal to or less than its U.S. Commitment. Subject to the terms of
this Agreement, the Company may borrow, repay and reborrow U.S. Revolving Credit
Loans at any time prior to the Facility Termination Date. The U.S. Revolving
Credit Loans may be Floating Rate Loans or Eurocurrency Loans, or a combination
thereof

                                       17
<PAGE>   18

selected in accordance with Sections 2.3 and 2.7. The U.S. Commitments to lend
hereunder shall expire on the Facility Termination Date.

             2.1.2 From and including the Effective Date and prior to the
Facility Termination Date, each Canadian Lender severally agrees, on the terms
and conditions set forth in this Agreement, to make Canadian Revolving Credit
Loans to the Canadian Borrower from time to time so long as after giving effect
thereto and to any concurrent repayment of Loans the Aggregate Canadian
Outstandings of each Canadian Lender are equal to or less than its Canadian
Commitment. Subject to the terms of this Agreement, the Canadian Borrower may
borrow, repay and reborrow Canadian Revolving Credit Loans at any time prior to
the Facility Termination Date. The Canadian Revolving Credit Loans will be
Eurocurrency Loans as selected in accordance with Sections 2.3 and 2.7. The
Canadian Commitments to lend hereunder shall expire on the Facility Termination
Date.

             2.1.3 From and including the Effective Date of this Agreement and
prior to the Facility Termination Date, each U.K. Lender severally agrees, on
the terms and conditions set forth in this Agreement, to make U.K. Revolving
Credit Loans to the U.K. Borrower from time to time so long as after giving
effect thereto and to any concurrent repayment of Loans the Aggregate U.K.
Outstandings of each U.K. Lender are equal to or less than its U.K. Commitment.
Subject to the terms of this Agreement, the U.K. Borrower may borrow, repay and
reborrow U.K. Revolving Credit Loans at any time prior to the Facility
Termination Date. The U.K. Revolving Credit Loans will be Eurocurrency Loans as
selected in accordance with Sections 2.3 and 2.7. The U.K. Commitments to lend
hereunder shall expire on the Facility Termination Date.

             2.2 REPAYMENT OF LOANS; EVIDENCE OF DEBT.

             2.2.1 (a) The Company hereby unconditionally promises to pay to the
Agent for the account of each U.S. Lender in U.S. Dollars the then unpaid
principal amount of each U.S. Revolving Credit Loan of such Lender on the
Facility Termination Date and on such other dates and in such other amounts as
may be required from time to time pursuant to this Agreement. The Company hereby
further agrees to pay to the Agent for the account of each U.S. Lender interest
in U.S. Dollars on the unpaid principal amount of the U.S. Revolving Credit
Loans from time to time outstanding until payment thereof in full at the rates
per annum, and on the dates, set forth in Section 2.8.

                   (b) The Canadian Borrower hereby unconditionally promises to
pay to the Agent for the account of each Canadian Lender in Canadian Dollars the
then unpaid principal amount of each Canadian Revolving Credit Loan of such
Lender on the Facility Termination Date and on such other dates and in such
other amounts as may be required from time to time pursuant to this Agreement.
The Canadian Borrower hereby further agrees to pay to the Agent for the account
of each Canadian Lender interest in Canadian Dollars on the unpaid principal
amount of the Canadian Revolving Credit Loans from time to time outstanding
until payment thereof in full at the rates per annum, and on the dates, set
forth in Section 2.8.

                   (c) The U.K. Borrower hereby unconditionally promises to pay
to the Agent for the account of each U.K. Lender in British Pounds Sterling the
then unpaid principal amount of each U.K. Revolving Credit Loan of such Lender
on the Facility Termination Date and on such other dates and in such other
amounts as may be required from time to time pursuant to this Agreement. The
U.K. Borrower hereby further agrees to pay to the Agent for the account of each
U.K. Lender interest in British Pounds Sterling on the unpaid principal amount
of the U.K. Revolving Credit Loans from time to time outstanding until payment
thereof in full at the rates per annum, and on the dates, set forth in Section
2.8.

                                       18
<PAGE>   19

             2.2.2 The books and records of the Agent and of each Lender shall,
to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of the Borrowers therein recorded;
provided, however, that the failure of any Lender or the Agent to maintain any
such books and records or any error therein, shall not in any manner affect the
obligation of the Borrowers to repay (with applicable interest) the Loans made
to such Borrowers by such Lender in accordance with the terms of this Agreement.

             2.2.3 The Borrowers agree that, upon the request to the Agent by
any Lender, the relevant Borrowers will execute and deliver to such Lender
promissory notes of each Borrower evidencing the Revolving Credit Loans of such
Lender, substantially in the form of Exhibit B with appropriate insertions as to
date, currency and principal amount (each, a "Revolving Credit Note") provided,
that the delivery of such Notes shall not be a condition precedent to the
Effective Date.

         2.3 PROCEDURES FOR REVOLVING CREDIT BORROWING.

             (a) The Company may borrow under the U.S. Commitments, the Canadian
Borrower may borrow under the Canadian Commitments, and the U.K. Borrower may
borrow under the U.K. Commitments, in each case from time to time prior to the
Facility Termination Date on any Business Day.

             (b) The Company shall give the Agent irrevocable notice (which
notice must be received by the Agent prior to 12:00 p.m., Detroit time) (i)
three Business Days prior to the requested Borrowing Date, if all or any part of
the requested Revolving Credit Loans are to be initially Eurocurrency Loans, or
(ii) one Business Day prior to the requested Borrowing Date otherwise,
specifying in each case (w) the amount to be borrowed, (x) the requested
Borrowing Date, (y) whether the borrowing is to be of Eurocurrency Loans,
Floating Rate Loans or a combination thereof and (z) if the borrowing is to be
entirely or partly of Eurocurrency Loans, the amount of such Type of Loan and
the length of the initial Interest Periods therefor. Each borrowing under the
U.S. Commitments shall be in an amount equal to (A) in the case of Floating Rate
Loans, $100,000 or a whole multiple of $100,000 in excess thereof (or, if the
then aggregate available U.S. Commitments are less than $100,000, such lesser
amount) and (B) in the case of Eurocurrency Loans, $1,000,000 or a whole
multiple of $100,000 in excess thereof. Upon receipt of any such notice from the
Company, the Agent shall promptly notify each Lender thereof. Not later than
11:00 a.m., Detroit time on each requested Borrowing Date each Lender shall make
an amount equal to its Pro Rata Share of the principal amount of the Revolving
Credit Loans requested to be made on such Borrowing Date available to the Agent
at its Detroit office specified in Section 14.1 in U.S. Dollars and in
immediately available funds. The Agent shall on such date credit the account of
the Company on the books of such office with the aggregate of the amounts made
available to the Agent by the Lenders and in like funds as received by the
Agent.

             (c) Each Foreign Subsidiary Borrower shall give the Agent
irrevocable notice (which notice must be received by the Agent prior to 12:00
p.m., local time of the Agent's funding office three Business Days prior to the
requested Borrowing Date) specifying in each case (i) the amount to be borrowed,
(ii) the requested Borrowing Date and (iii) the length of the initial Interest
Period therefor. Each borrowing by the Canadian Borrower shall be in Canadian
Dollars or Dollars and each borrowing by the U.K. Borrower shall be in British
Pounds Sterling. Each borrowing by any Foreign Subsidiary Borrower shall be in
an amount equal to an amount in the relevant Agreed Currency which is 1,000,000
units or a whole multiple of 100,000 units in excess thereof or such other
amounts as may be agreed upon among the Company and the Agent. Upon receipt of
any such notice from any such Borrower, the Agent shall promptly notify the
relevant Lenders with respect to such Borrower. Not later than 2:00 p.m., local
time of the Agent's funding office for such Borrower, on the requested Borrowing
Date, each such Lender shall make an amount equal to its Pro Rata Share of the
principal amount of such Revolving Loans requested to be made on such Borrowing
Date available to the Agent at the Agent's funding office for


                                       19
<PAGE>   20


such Borrower specified by the Agent from time to time by notice to such Lenders
and in immediately available or other same day funds customarily used for
settlement in the relevant Available Foreign Currency. The amounts made
available by each such Lender will then be made available to the relevant
Borrower at the funding office for such Borrower and in like funds as received
by the Agent.

         2.4 TERMINATION OR REDUCTION OF COMMITMENTS. The Canadian Borrower may
permanently reduce the Canadian Commitments, in whole or in part, ratably among
the Canadian Lenders in integral multiples of CDN$1,000,000, the U.K. Borrower
may permanently reduce the U.K. Commitments, in whole or in part, ratably among
the U.K. Lenders in integral multiples of (pound)1,000,000 and the Company may
permanently reduce the U.S. Commitments, in whole or in part, ratably among the
U.S. Lenders in integral multiples of $5,000,000, in each case upon at least
three Business Days' irrevocable written notice to the Agent, and which notice
shall specify the amount of any such reduction, provided, however, that the
Aggregate Canadian Commitments may not be reduced below the Aggregate Canadian
Outstandings of all Lenders, the Aggregate U.K. Commitments may not be reduced
below the Aggregate U.K. Outstandings of all Lenders, and the Aggregate U.S.
Commitments may not be reduced below the Aggregate U.S. Outstandings of all
Lenders. In addition, all accrued facility fees shall be payable on the
effective date of any termination of the Commitments.

         2.5 FACILITY AND AGENT FEES.

             (a) Each Borrower agrees to pay to the Agent for the account of
each Lender a facility fee at the rate per annum equal to the Applicable
Facility Fee Rate set forth in the Pricing Schedule, on the average daily amount
of each Commitment of such Lender to such Borrower, whether used or unused, from
and including the Effective Date to but excluding the Facility Termination Date,
payable on each Payment Date hereafter and on the Facility Termination Date. The
facility fee payable in respect to each Commitment shall be payable in the
currency in which such Commitment is denominated.

             (b) The Company agrees to pay to the Agent for its own account,
such other fees as agreed to in writing between the Company and the Agent.

         2.6 OPTIONAL AND MANDATORY PRINCIPAL PAYMENTS ON ALL LOANS.

             2.6.1 The Company may at any time and from time to time prepay
Floating Rate Loans, in whole or in part, without penalty or premium, upon at
least one Business Day's irrevocable notice to the Agent, specifying the date
and amount of prepayment. If any such notice is given, the amount specified in
such notice shall be due and payable on the date specified therein. Partial
prepayment of Floating Rate Loans shall be in a minimum aggregate amount of
$100,000 or any integral multiple of $100,000 in excess thereof.

             2.6.2 Each Borrower may at any time and from time to time prepay,
without premium or penalty (but together with payment of any amount payable
pursuant to Section 3.4), its Eurocurrency Loans and its Multicurrency Loans in
whole or in part, upon at least three Business Days' irrevocable notice to the
Agent specifying the date and amount of prepayment. Partial payments of
Eurocurrency Loans shall be in a minimum aggregate amount of $1,000,000 or any
integral multiple of $100,000 in excess thereof. Partial prepayments of
Multicurrency Loans shall be in an aggregate principal amount in the relevant
Available Foreign Currency of 1,000,000 units or any integral multiple of
100,000 units in excess thereof, or such lesser principal amount as may equal
the outstanding Multicurrency Loans or such lesser amount as may be agreed to by
the Agent.

             2.6.3 (i) If the Aggregate Canadian Outstandings exceed the
Aggregate Canadian Commitments at any time the Canadian Borrower shall promptly
prepay the Aggregate Canadian

                                       20
<PAGE>   21

Outstandings in the amount of such excess, (ii) if the Aggregate U.K.
Outstandings exceed the Aggregate U.K. Commitments at any time the U.K. Borrower
shall promptly prepay the Aggregate U.K. Outstandings in the amount of such
excess, and (iii) if the Aggregate U.S. Outstandings exceed the Aggregate U.S.
Commitments at any time the Company shall promptly prepay the Aggregate U.S.
Outstandings in the amount of such excess.

             2.6.4 Each prepayment pursuant to this Section 2.6 and each
conversion pursuant to Section 2.7 shall be accompanied by accrued and unpaid
interest on the amount prepaid to the date of prepayment and any amounts payable
under Section 3.4 in connection with such payment.

             2.6.5 Prepayments pursuant to this Section 2.6 shall be applied as
follows: (a) in the case of prepayments made by the Company, first to prepay
Floating Rate Loans and second to prepay Eurocurrency Loans then outstanding in
such order as the Company may direct and (b) in the case of prepayments made by
a Borrower of Multicurrency Loans, to prepay Multicurrency Loans made to such
Borrower in such order as the Company may direct, provided that all prepayments
on any Loans to a Borrower shall be applied pro rata to the Loans owing by such
Borrower.

                   2.6.6 All amounts prepaid may be reborrowed and successively
repaid and reborrowed, subject to the other terms and conditions in this
Agreement.

         2.7. CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES.

             2.7.1 ADVANCES. Floating Rate Advances shall continue as Floating
Rate Advances unless and until such Floating Rate Advances are converted into
Eurocurrency Advances. Each Eurocurrency Advance shall continue as a
Eurocurrency Advance until the end of the then applicable Interest Period
therefor, at which time such Eurocurrency Advance shall be automatically
converted into a Floating Rate Advance unless the Company shall have given the
Agent a Conversion/Continuation Notice requesting that, at the end of such
Interest Period, such Eurocurrency Advance either continue as a Eurocurrency
Advance for the same or another Interest Period or be converted into a Floating
Rate Advance. Subject to the terms hereof, the Company may elect from time to
time to convert all or any part of a Revolving Credit Advance of any Type to the
Company into any other Type or Types of Advance; provided that any conversion of
any Eurocurrency Advance shall be made on, and only on, the last day of the
Interest Period applicable thereto. The Company shall give the Agent irrevocable
notice (a "Conversion/ Continuation Notice") of each conversion of an Advance or
continuation of a Eurocurrency Advance not later than 10:00 a.m. (Detroit time)
at least one Business Day, in the case of a conversion into a Floating Rate
Advance, or three Business Days, in the case of a conversion into or
continuation of a Eurocurrency Advance, prior to the date of the requested
conversion or continuation, specifying:

             (a) the requested date, which shall be a Business Day, of such
conversion or continuation,

             (b) the aggregate amount and Type of the Revolving Credit Advance
which is to be converted or continued, and

             (c) the amounts and Type(s) of Revolving Credit Advance(s) into
which such Advance is to be converted or continued and, in the case of a
conversion into or continuation of a Eurocurrency Advance, the duration of the
Interest Period applicable thereto.

             2.7.2 MULTICURRENCY ADVANCES. Any Multicurrency Advances may be
continued as such upon the expiration of the then current Interest Period with
respect thereto by the relevant Borrower giving the Agent at least three
Business Days' prior irrevocable notice of such election and specifying the

                                       21
<PAGE>   22


duration of the Interest Period applicable thereto, provided, that if the
relevant Borrower shall fail to give such notice, such Multicurrency Advance
shall be automatically continued for an Interest Period of one month provided
that such continuation would not extend the Interest Period beyond the Facility
Termination Date.

         2.8 INTEREST RATES, INTEREST PAYMENT DATES; INTEREST AND FEE BASIS.

             (a) Each Floating Rate Loan shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Loan is
made or is converted from a Eurocurrency Rate Loan into a Floating Rate Loan
pursuant to Section 2.7 to but excluding the date it becomes due or is converted
into a Eurocurrency Rate Loan pursuant to Section 2.7 hereof, at a rate per
annum equal to the Floating Rate for such day. Each Eurocurrency Loan shall bear
interest for each day during each Interest Period with respect thereto at a rate
per annum equal to the Eurocurrency Rate determined for such Interest Period.
Each Multicurrency Loan to any Foreign Subsidiary Borrower (other than a Swing
Loan) shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the applicable Eurocurrency Rate determined
for such Interest Period or at such other interest rate as agreed to by all
Lenders with a Commitment to such Foreign Subsidiary Borrower.

             (b) Interest accrued on each Floating Rate Advance shall be payable
on each Payment Date, commencing with the first such date to occur after the
Effective Date and at maturity. Interest accrued on each Eurocurrency Rate
Advance shall be payable on the last day of its applicable Interest Period, on
any date on which the Eurocurrency Rate Advance is prepaid, whether by
acceleration or otherwise, and at maturity. Interest accrued on each
Eurocurrency Rate Advance 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.

             (c) Interest shall be payable for the day an Advance is made but
not for the day of any payment on the amount paid if payment is received prior
to noon (local time) at the place of payment. If any payment of principal of or
interest on an Advance shall become due on a day which is not a Business Day,
except as otherwise provided in the definition of Interest Period, 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 in connection with such payment.

             (d) All interest and fees shall be computed on the basis of the
actual number of days (including the first day but excluding the last day)
occurring during the period such interest or fee is payable over a year
comprised of 360 days, except for interest on Loans originating in Canada and
Loans denominated in British Pounds Sterling which shall be calculated for
actual days elapsed on the basis of a 365 day year or unless otherwise specified
herein.

             (e) Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate. Each Eurocurrency Rate Advance shall bear
interest on the outstanding principal amount thereof 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. No Interest Period may end after the Facility
Termination Date.

         2.9 RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to the
contrary contained in this Agreement, during the continuance of a Default or
Unmatured Default the Required Lenders may, at their option, by notice to the
Borrowers (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued (after the


                                       22
<PAGE>   23


expiration of the then current Interest Period) as a Eurocurrency Rate Advance,
provided that, notwithstanding the foregoing, any outstanding Eurocurrency
Advance may be continued for an Interest Period not to exceed one month after
such notice to the Borrowers by the Required Lenders. Upon and during the
continuance of any Default, the Required Lenders may, at their option, by notice
to the Company (which notice may be revoked at the option of the Required
Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent
of the Lenders as to changes and interest rates) declare that (i) each
Eurocurrency Rate Advance shall bear interest for the remainder of the
applicable Interest Period at the rate otherwise applicable to such Interest
Period (with the Applicable Margin automatically adjusted to the highest amount
provided in the definition of "Applicable Margin", notwithstanding where the
Applicable Margin would otherwise be set) plus 2% per annum, and (ii) each
Floating Rate Advance and any other amount due under this Agreement shall bear
interest at a rate per annum equal to the Floating Rate otherwise applicable to
Floating Rate Loans (with the Applicable Margin automatically adjusted to the
highest amount provided in the definition of "Applicable Margin",
notwithstanding where the Applicable Margin would otherwise be set) plus 2% per
annum, provided that, upon and during the continuance of any acceleration for
any reason of any of the Obligations, the interest rate set forth in clauses (i)
and (ii) shall be applicable to all Advances without any election or action on
the part of the Agent or any Lender.

         2.10 PRO RATA PAYMENT, METHOD OF PAYMENT.

             2.10.1 Each borrowing of Loans by the Company from the Lenders
shall be made pro rata according to the Pro Rata Shares of such Lenders in
effect on the date of such borrowing. Each payment by the Company on account of
any facility fee shall be allocated by the Agent among the Lenders in accordance
with their respective Pro Rata Shares. Any reduction of the U.S. Commitments of
the U.S. Lenders shall be allocated by the Agent among the U.S. Lenders pro rata
according to the Pro Rata Shares of the U.S. Lenders with respect thereto.
Except as otherwise provided in this Agreement, each optional prepayment by the
Company on account of principal or interest on its Revolving Credit Loans shall
be allocated by the Agent pro rata according to the respective outstanding
principal amounts thereof. All payments (including prepayments) to be made by
the Company hereunder in respect of amounts denominated in Dollars, whether on
account of principal, interest, fees or otherwise, shall be made, without
setoff, deduction, or counterclaim, in immediately available funds to the Agent
at the Agent's address specified pursuant to Article XIV, or at any other
Lending Installation of the Agent specified in writing by the Agent to the
Company, by 12:00 P.M. (Detroit time) on the date when due. Each payment
delivered to the Agent for the account of any Lender shall be delivered promptly
by the Agent to such Lender in the same type of funds that the Agent received at
its address specified pursuant to Article XIV or at any Lending Installation
specified in a notice received by the Agent from such Lender. The Agent is
hereby authorized to charge the account of the Company maintained with NBD
(other than any payroll account) for each payment of principal, interest and
fees as it becomes due hereunder and the Agent shall provide prompt notice of
any such charge to the Company.

             2.10.2 Each borrowing of Multicurrency Loans by any Foreign
Subsidiary Borrower in any Available Foreign Currency shall be allocated by the
Agent pro rata according to the Pro Rata Shares of the Multicurrency Lenders
with respect to such Borrower in effect on the date of such Loan. Each payment
by any Foreign Subsidiary Borrower on account of any facility fee shall be
allocated by the Agent among the Lenders to such Foreign Subsidiary Borrower in
accordance with their respective Pro Rata Shares. Any reduction of any of the
Canadian Commitments or U.K. Commitments shall be allocated by the Agent pro
rata according to the Pro Rata Shares of the Multicurrency Lenders with respect
thereto. Except as provided in Section 2.6, each payment (including each
prepayment) by a Foreign Subsidiary Borrower on account of principal of and
interest on Multicurrency Loans shall be allocated by the Agent pro rata
according to the respective principal amounts of the Multicurrency Loans then
due and owing by such Borrower to each Multicurrency Lender that made such
Multicurrency

                                       23
<PAGE>   24

Loans. All payments (including prepayments) to be made by a Borrower on account
of Multicurrency Loans, whether on account of principal, interest, fees or
otherwise, shall be made without setoff, deduction, or counterclaim in the
currency of such Multicurrency Loan (in same day or other funds customarily used
in the settlement of obligations in such currency) to the Agent for the account
of the Multicurrency Lenders that made such Loans, at the payment office for
such Multicurrency Loans specified from time to time by the Agent by notice to
the Borrowers prior to 12:00 p.m. local time at such payment office on the due
date thereof. The Agent shall distribute such payment to the Multicurrency
Lenders entitled to receive the same promptly upon receipt in like funds as
received.

         2.11 TELEPHONIC NOTICES. Each Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based on telephonic notices made by any
Person or Persons the Agent or any Lender reasonably and in good faith believes
to be an Authorized Officer. Each Borrower agrees to deliver promptly to the
Agent a written confirmation, if such confirmation is requested by the Agent or
any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall govern
absent manifest error.

         2.12 NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND
COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Revolving Credit Commitment reduction
notice, Multicurrency Commitment reduction notice, Borrowing notice,
Conversion/Continuation Notice, and repayment notice received by it hereunder.
The Agent will notify each Lender of the interest rate applicable to each
Eurocurrency Rate Advance promptly upon determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate.

         2.13 LENDING INSTALLATIONS. Each Lender may make and book its Loans at
any Lending Installation(s) selected by such Lender and may change its Lending
Installation(s) from time to time. All terms of this Agreement shall apply to
any such Lending Installation(s) and the Notes, if any, shall be deemed held by
each Lender for the benefit of such Lending Installation(s). Each Lender may, by
written or telex notice to the Agent and the applicable Borrower, designate one
or more Lending Installations which are to make and book Loans and for whose
account Loan payments are to be made.

         2.14 NON-RECEIPT OF FUNDS BY THE AGENT. Unless a Borrower or a Lender,
as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (a) in the case of a Lender, the
proceeds of a Loan or (b) in the case of a Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The 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 Borrower, as the case may be, has not in fact made such payment
to the Agent, the recipient of such payment shall, on demand by the Agent, repay
to the 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 Agent until the date the 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 the first five days and the interest rate applicable to
the relevant Loan for each day thereafter or (ii) in the case of payment by a
Borrower, the interest rate applicable to the relevant Loan.

         2.15 FACILITY LETTERS OF CREDIT.

             2.15.1 OBLIGATION TO ISSUE. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of the
Borrowers herein set forth, the Issuers hereby

                                       24


<PAGE>   25

agree to issue for the account of a Borrower through such of the Issuer's
Lending Installations or Affiliates as the Issuer may determine, one or more
Facility Letters of Credit in accordance with this Section 2.15, from time to
time during the period, commencing on the Effective Date and ending five
Business Days prior to the Facility Termination Date.

             2.15.2 CONDITIONS FOR ISSUANCE. In addition to being subject to the
satisfaction of the conditions contained in Sections 4.1 and 4.2, the obligation
of the Issuer to issue any Facility Letter of Credit is subject to the
satisfaction in full of the following conditions:

                   (a) the aggregate maximum amount then available for drawing
under Facility Letters of Credit issued by the Issuer, after giving effect to
the Facility Letter of Credit requested hereunder, shall not exceed any limit
imposed by law or regulation upon the Issuer;

                   (b) the requested Facility Letter of Credit has an expiration
date at least five Business Days prior to the Facility Termination Date;

                   (c) after giving effect to the Facility Letter of Credit
requested hereunder, the aggregate maximum amount then available for drawing
under Facility Letters of Credit issued by the Issuer shall not exceed
$5,000,000, and no prepayment would be required under this Agreement and no
provision of this Agreement would be breached;

                   (d) the applicable Borrower shall have delivered to the
Issuer at such times and in such manner as the Issuer may reasonably prescribe
such documents and materials as may be required pursuant to the terms of the
proposed Letter of Credit and the proposed Letter of Credit shall be reasonably
satisfactory to the Issuer as to form and content; and

                   (e) as of the date of issuance, no order, judgment or decree
of any Court, arbitrator or governmental authority shall purport by its terms to
enjoin or restrain the Issuer from issuing the Facility Letter of Credit and no
law, rule or regulation applicable to the Issuer and no request or directive
(whether or not having the force of law) from any governmental authority with
jurisdiction over the Issuer shall prohibit or request that the Issuer refrain
from the issuance of Letters of Credit generally or the issuance of that
Facility Letter of Credit.

            2.15.3 PROCEDURE FOR ISSUANCE OF FACILITY LETTERS OF CREDIT.

                   (a) The applicable Borrower shall give the Issuer and the
Agent two Business Days' prior written notice of any requested issuance of a
Facility Letter of Credit under this Agreement (except that, in lieu of such
written notice, a Borrower may give the Issuer (i) notice of such request by
tested telex or other tested arrangement satisfactory to the Issuer or (ii)
telephonic notice of such request if confirmed in writing by delivery to the
Issuer (A) immediately (x) of a telecopy of the written notice required
hereunder which has been signed by an Authorized Officer of such Borrower or (y)
of a telex containing all information required to be contained in such written
notice and (B) promptly (but in no event later than the requested time of
issuance) of a copy of the written notice required hereunder containing the
original signature of an Authorized Officer of such Borrower); such notice shall
be irrevocable and shall specify the stated amount and Available Foreign
Currency or U.S. Dollars of the Facility Letter of Credit requested, (which
requested currency shall be limited to the currency in which such Borrower may
obtain Loans under this Agreement), the effective date (which day shall be a
Business Day) of issuance of such requested Facility Letter of Credit, the date
on which such requested Facility Letter of Credit is to expire (which date shall
be a Business Day and shall in no event be later than the fifth day prior to
Facility Termination Date), the purpose for which such Facility Letter of Credit
is to be issued, and the Person for whose benefit the requested Facility Letter
of Credit is to be issued. The Agent

                                       25
<PAGE>   26

shall give notice to each applicable Lender of the issuance of each Facility
Letter of Credit reasonably promptly after such Facility Letter of Credit is
issued. At the time such request is made, the requesting Borrower shall also
provide the applicable Issuer with a copy of the form of the Facility Letter of
Credit it is requesting be issued. Such notice, to be effective, must be
received by the Issuer not later than 2:00 p.m. (local time) or the time agreed
upon by the Issuer and such Borrower on the last Business Day on which notice
can be given under this Section 2.15.3.

                   (b) Subject to the terms and conditions of this Section
2.15.3 and provided that the applicable conditions set forth in Sections 4.1 and
4.2 hereof have been satisfied, the Issuer shall, on the requested date, issue a
Facility Letter of Credit on behalf of the applicable Borrower in accordance
with the Issuer's usual and customary business practices.

                   (c) The Issuer shall not extend or amend any Facility Letter
of Credit unless the requirements of this Section 2.15 are met as though a new
Facility Letter of Credit was being requested and issued.

            2.15.4 REIMBURSEMENT OBLIGATIONS.

                   (a) Each Borrower agrees to pay to the Issuer the amount of
all Reimbursement Obligations, interest and other amounts payable to the Issuer
under or in connection with any Facility Letter of Credit issued on behalf of
such Borrower immediately when due, irrespective of any claim, set-off, defense
or other right which any Borrower or any Subsidiary may have at any time against
the Issuer or any other Person, under all circumstances, including without
limitation, any of the following circumstances:

                      (i) any lack of validity or enforceability of this
Agreement or any of the other Loan Documents;

                      (ii) the existence of any claim, setoff, defense or other
right which any Borrower or any Subsidiary may have at any time against a
beneficiary named in a Facility Letter of Credit or any transferee of any
Facility Letter of Credit (or any Person for whom any such transferee may be
acting), any Issuer, any Lender, or any other Person, whether in connection with
this Agreement, any Facility Letter of Credit, the transactions contemplated
herein or any unrelated transactions (including any underlying transactions
between any Borrower or any Subsidiary and the beneficiary named in any Facility
Letter of Credit);

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

                      (iv) the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Loan Documents; or

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

                   (b) The Issuer shall promptly notify the applicable Borrower
of any draw under a Facility Letter of Credit. Such Borrower shall reimburse the
applicable Issuer for drawings under a Facility Letter of Credit issued by it on
behalf of such Borrower promptly after the payment by the Issuer. Any
Reimbursement Obligation with respect to any Facility Letter of Credit shall
bear interest from the date of the relevant drawings under the pertinent
Facility Letter of Credit at (i) in the case of such Obligations denominated in
U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case

                                       26
<PAGE>   27

of such Obligations denominated in an Available Foreign Currency, at the
correlative floating rate of interest customarily applicable to similar
extensions of credit to corporate borrowers denominated in such currency in the
country of issue of such currency, as determined by the Agent. In addition to
its other rights, the Issuers shall also have all rights for indemnification and
reimbursement as each Lender is entitled under this Agreement.

            2.15.5 PARTICIPATION.

                   (a) Immediately upon issuance by the Issuer of any Facility
Letter of Credit in accordance with the procedures set forth in Section 2.15.3,
(i) with respect to each U.S. Facility Letter of Credit, each Lender shall be
deemed to have irrevocably and unconditionally purchased and received from the
Issuer, without recourse or warranty, an undivided interest and participation
equal to its Pro Rata Share of such U.S. Facility Letter of Credit (including,
without limitation, all obligations of the applicable Borrower with respect
thereto) and any security therefor or guaranty pertaining thereto and (ii) with
respect to each Multicurrency Facility Letter of Credit, each Multicurrency
Lender with respect to the Borrower for the account of which such Multicurrency
Facility Letter of Credit is issued shall be deemed to have irrevocably and
unconditionally purchased and received from the Issuer, without recourse or
warranty, an undivided interest and participation equal to its Pro Rata Share in
such Multicurrency Facility Letter of Credit (including, without limitation, all
obligations of the applicable Borrower with respect thereto), any security
therefor or guaranty pertaining thereto; provided, that a Letter of Credit
issued by the Issuer shall not be deemed to be a Facility Letter of Credit for
purposes of this Section 2.15.5 if the Issuer shall have received written notice
from any Lender on or before one Business Day prior to the date of its issuance
of such Letter of Credit that one or more of the conditions contained in
Sections 4.1 or 4.2 are not then satisfied, and, in the event the Issuer
receives such a notice, it shall have no further obligation to issue any Letter
of Credit until such notice is withdrawn by that Lender or such condition has
been effectively waived in accordance with the provisions of this Agreement.

                   (b) In the event that the Issuer makes any payment under any
Facility Letter of Credit and the applicable Borrower shall not have repaid such
amount to the Issuer pursuant to Section 2.15.4, the Issuer shall promptly
notify the Agent and each Lender participating in such Letter of Credit of such
failure, and each Lender participating in such Letter of Credit shall promptly
and unconditionally pay to the Agent for the account of the Issuer the amount of
such Lender's Pro Rata Share of the unreimbursed amount of any such payment in
such currency. If any Lender participating in such Facility Letter of Credit
fails to make available to the Issuer any amounts due to the Issuer pursuant to
this Section 2.15.5(b), the Issuer shall be entitled to recover such amount,
together with interest thereon (i) in the case of amounts denominated in U.S.
Dollars, at the Federal Funds Effective Rate, for the first three Business Days
after such Lender receives such notice and thereafter, at the Floating Rate, or
(ii) in the case of amounts denominated in an Available Foreign Currency, at a
local cost of funds rate for obligations in such currency as determined by the
Agent for the first three Business Days after such Lender receives such notice,
and thereafter at the floating rate of interest correlative to the Floating Rate
customarily applicable to similar extensions of credit to corporate borrowers
denominated in such currency in the country of issue of such currency, as
determined by the Agent, in either case payable (i) on demand, (ii) by setoff
against any payments made to the Issuer for the account of such Lender or (iii)
by payment to the Issuer by the Agent of amounts otherwise payable to such
Lender under this Agreement. The failure of any Lender to make available to the
Agent its Pro Rata Share of the unreimbursed amount of any such payment shall
not relieve any other Lender of its obligation hereunder to make available to
the Agent its Pro Rata Share of the unreimbursed amount of any payment on the
date such payment is to be made, but no Lender shall be responsible for the
failure of any other Lender to make available to the Agent its Pro Rata Share of
the unreimbursed amount of any payment on the date such payment is to be made.

                                       27
<PAGE>   28

                   (c) Whenever the Issuer receives a payment on account of a
Reimbursement Obligation, including any interest thereon, it shall promptly pay
to each Lender which has funded its participating interest therein, in like
funds as received an amount equal to such Lender's Pro Rata Share thereof.

                   (d) The obligations of a Lender to make payments to the Agent
with respect to a Facility Letter of Credit shall be absolute, unconditional and
irrevocable, not subject to any counterclaim, set-off, qualification or
exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances.

                   (e) In the event any payment by a Borrower received by the
Agent with respect to a Facility Letter of Credit and distributed by the Agent
to the Lenders on account of their participations is thereafter set aside,
avoided or recovered from the Agent in connection with any receivership,
liquidation, reorganization or bankruptcy proceeding, each Lender which received
such distribution shall, upon demand by the Agent, contribute such Lender's Pro
Rata Share of the amount set aside, avoided or recovered together with interest
at the rate required to be paid by the Agent upon the amount required to be
repaid by it.

            2.15.6 COMPENSATION FOR FACILITY LETTERS OF CREDIT. The Issuer
of a Facility Letter of Credit shall have the right to receive from the Borrower
which requested issuance of such Facility Letter of Credit, solely for the
account of the Issuer, a fronting fee in an amount equal to 0.125% per annum as
well as the Issuer's reasonable and customary costs of issuing and servicing the
Facility Letters of Credit. In addition, such Borrower shall pay to the Agent
for the account of each Lender participating in such Facility Letter of Credit a
non-refundable fee at a Applicable Facility LC Rate set forth in the Pricing
Schedule applied to the face amount of the Facility Letter of Credit, payable
quarterly in advance to all Lenders participating in such Facility Letter of
Credit (including the Issuer) ratably from the date such Facility Letter of
Credit is issued until its stated expiry date.

            2.15.7 LETTER OF CREDIT COLLATERAL ACCOUNT. Each Borrower hereby
agrees that it will, until the final expiration date of any Facility Letter of
Credit and thereafter as long as any amount is payable to the Lenders in respect
of any Facility Letter of Credit, maintain a special collateral account (the
"Letter of Credit Collateral Account") at the Agent's office at the address
specified pursuant to Article XIV, in the name of such Borrower but under the
sole dominion and control of the Agent, for the benefit of the Lenders and in
which such Borrower shall have no interest other than as set forth in Section
8.1. The Agent will invest any funds on deposit from time to time in the Letter
of Credit Collateral Account in certificates of deposit of the Agent having a
maturity not exceeding 30 days. Nothing in this Section 2.15.7 shall either
obligate the Agent to require any Borrower to deposit any funds in the Letter of
Credit Collateral Account or limit the right of the Agent to release any funds
held in the Letter of Credit Collateral Account other than as required by
Section 8.1, and the Borrower's obligations to deposit funds in the Letter of
Credit Collateral Account are limited to the circumstances required by Section
8.1 after the occurrence of a Default and during the continuance thereof.

            2.15.8 NATURE OF OBLIGATIONS.

                   (a) As among the Borrowers, the Issuer and the Lenders, each
Borrower assumes all risks of the acts and omissions of, or misuse of the
Facility Letters of Credit by, the respective beneficiaries of the Facility
Letters of Credit requested by it. In furtherance and not in limitation of the
foregoing, the Issuers and the Lenders shall not be responsible for (i) the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of any Facility Letter of Credit, even if it should in fact prove to be
in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) the validity or sufficiency of any

                                       28
<PAGE>   29

instrument transferring or assigning or purporting to transfer or assign a
Facility Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; (iii) failure of the beneficiary of a Facility Letter of Credit to
comply fully with conditions required in order to draw upon such Facility Letter
of Credit; (iv) errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise; (v)
errors in interpretation of technical terms; (vi) misapplication by the
beneficiary of a Facility Letter of Credit of the proceeds of any drawing under
such Facility Letter of Credit; or (vii) any consequences arising from causes
beyond the control of the Issuers or the Lenders. In addition to amounts payable
as elsewhere provided in this Section 2.15, such Borrower hereby agrees to
protect, indemnify, pay and save the Agent, each Issuer and each Lender harmless
from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys' fees) arising from
the claims of third parties against the Agent or the Issuer in respect of any
Facility Letter of Credit requested by such Borrower.

                   (b) In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by the
Issuers or any Lender under or in connection with the Facility Letters of Credit
or any related certificates, if taken or omitted in good faith, shall not put
the Issuer or such Lender under any resulting liability to any Borrower or
relieve any Borrower of any of its obligations hereunder to the Issuers, the
Agent or any Lender.

                   (c) Notwithstanding anything to the contrary contained in
this Section 2.15.8, a Borrower shall not have any obligation to indemnify the
Agent the Issuer and each Lender under this Section 2.15 in respect of any
liability incurred by each arising primarily out of the willful misconduct or
gross negligence of the Issuer, as determined by a court of competent
jurisdiction, or out of the wrongful dishonor by the Issuer of a proper demand
for payment made under the Facility Letters of Credit issued by the Issuer as
determined by a court of competent jurisdiction, unless such dishonor was made
at the request of such Borrower in writing, or out of the wrongful honor by the
Issuer of a demand for payment made under the Facility Letters of Credit issued
by the Issuer which demand for payment does not comply with the conditions
required in order to draw upon such Facility Letter of Credit as determined by a
court of competent jurisdiction, unless such dishonor was made at the request of
such Borrower in writing.

         2.16. SWING LOANS.

               (a) MAKING OF SWING LOANS. The Agent may elect in its sole
discretion to make revolving loans (the "Swing Loans") to any Borrower solely
for the Agent's own account, from time to time prior to the Facility Termination
Date up to an aggregate principal amount at any one time outstanding not to
exceed the lesser of $5,000,000 or the unused amount of the Aggregate
Commitments. The Agent may make Swing Loans (subject to the conditions precedent
set forth in Article IV), provided that the Agent has received a request in
writing or via telephone from an Authorized Officer of such Borrower for funding
of a Swing Loan no later than such time required by the Agent, on the Business
Day on which such Swing Loan is requested to be made. The Agent shall not make
any Swing Loan in the period commencing one Business Day after the Agent becomes
aware that one or more of the conditions precedent contained in Section 4.2 are
not satisfied and ending upon the satisfaction or waiver of such condition(s).
Each outstanding Swing Loan shall be payable on the Business Day following
demand therefor, with interest at the rate agreed to between the Agent and such
Borrower accrued thereon and shall otherwise be subject to all the terms and
conditions applicable to Loans, except that all interest thereon shall be
payable to the Agent solely for its own account.

               (b) SWING LOAN BORROWING REQUESTS. Each Borrower agrees to
deliver promptly to the Agent a written confirmation of each telephonic notice
for Swing Loans signed by an Authorized

                                       29


<PAGE>   30

Officer. If the written confirmation differs in any material respect from the
action taken by the Agent, the records of the Agent shall govern, absent
manifest error.

               (c) REPAYMENT OF SWING LOANS. At any time after making a Swing
Loan, the Agent may request such Borrower to, and upon request by the Agent such
Borrower shall, promptly request an Advance from all Lenders to such Borrower
and apply the proceeds of such Advance to the repayment of any Swing Loan owing
by such Borrower not later than the Business Day following the Agent's request.
Notwithstanding the foregoing, upon the earlier to occur of (a) three Business
Days after demand is made by the Agent, and (b) the Facility Termination Date,
each Lender to such Borrower (other than the Agent) shall irrevocably and
unconditionally purchase from the Agent, without recourse or warranty, an
undivided interest and participation in such Swing Loan in an amount equal to
such Lender's Pro Rata Share of such Swing Loan and promptly pay such amount to
the Agent in immediately available funds (or, in the case of participations in
Swing Loans denominated in an Available Foreign Currency, same day funds). Such
payment shall be made by the other Lenders whether or not a Default is then
continuing or any other condition precedent set forth in Section 4.2 is then met
and whether or not such Borrower has then requested an Advance in such amount.
If any Lender fails to make available to the Agent, any amounts due to the Agent
from such Lender pursuant to this Section, the Agent shall be entitled to
recover such amount, together with interest thereon at the Federal Funds
Effective Rate or such other local cost of funds rate determined by the Agent
with respect to any Swing Loan denominated in any Available Foreign Currency for
the first three Business Days after such Lender receives notice of such required
purchase and thereafter, at the rate applicable to such Loan, payable (i) on
demand, (ii) by setoff against any payments made to the Agent for the account of
such Lender or (iii) by payment to the Agent by the Agent of amounts otherwise
payable to such Lender under this Agreement. The failure of any Lender to make
available to the Agent its Pro Rata Share of any unpaid Swing Loan shall not
relieve any other Lender of its obligation hereunder to make available to the
Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to
be made, but no Lender shall be responsible for the failure of any other Lender
to make available to the Agent its Pro Rata Share of any unpaid Swing Loan.

         2.17 APPLICATION OF PAYMENTS WITH RESPECT TO DEFAULTING LENDERS. No
payments of principal, interest or fees delivered to the Agent for the account
of any Defaulting Lender shall be delivered by the Agent to such Defaulting
Lender. Instead, such payments shall, for so long as such Defaulting Lender
shall be a Defaulting Lender, be held by the Agent, and the Agent is hereby
authorized and directed by all parties hereto to hold such funds in escrow and
apply such funds as follows:

              (i) First, if applicable to any payments due to the Issuer
pursuant to Section 2.15.5 or the Agent under Section 2.16; and

              (ii) Second, to Loans required to be made by such Defaulting
Lender on any Borrowing Date to the extent such Defaulting Lender fails to make
such Loans.

         Notwithstanding the foregoing, upon the termination of the Commitments
and the payment and performance of all of the Obligations (other than those
owing to a Defaulting Lender), any funds then held in escrow by the Agent
pursuant to the preceding sentence shall be distributed to each Defaulting
Lender, pro rata in proportion to amounts that would be due to each Defaulting
Lender but for the fact that it is a Defaulting Lender.

                                       30
<PAGE>   31

                                  ARTICLE III.

                             YIELD PROTECTION; TAXES
                             -----------------------

         3.1 YIELD PROTECTION.

             (a) If, on or after the date of this Agreement, the adoption of any
law or any governmental or quasi-governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law), or any change
in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation or the LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

                 (i)   subjects any Lender or any applicable Lending
                       Installation or the LC Issuer to any Taxes, or changes
                       the basis of taxation of payments (other than with
                       respect to Excluded Taxes) to any Lender or the LC
                       Issuer in respect of its Eurocurrency Loans, Facility
                       LCs or participations therein, or

                 (ii)  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 or the LC Issuer (other
                       than reserves and assessments taken into account in
                       determining the interest rate applicable to Eurocurrency
                       Advances), or

                 (iii) imposes any other condition the result of which is to
                       increase the cost to any Lender or any applicable
                       Lending Installation or the LC Issuer of making, funding
                       or maintaining its Eurocurrency Loans (including without
                       limitation, any conversion of any Loan denominated in an
                       Agreed Currency other than Euro into a Loan denominated
                       in Euro), or of issuing or participating in Facility
                       LCs, or reduces any amount receivable by any Lender or
                       any applicable Lending Installation or the LC issuer in
                       connection with its Eurocurrency Loans, Facility LCs or
                       participations therein, or requires any Lender or any
                       applicable Lending Installation or the LC Issuer to make
                       any payment calculated by reference to the amount of
                       Eurocurrency Loans, Facility LCs or participations
                       therein held or interest or LC Fees received by it, by
                       an amount deemed material by such Lender or the LC
                       Issuer as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer, as the case may be, of making
or maintaining its Eurocurrency Loans (including without limitation, any
conversion of any Loan denominated in an Agreed Currency other than Euro into a
Loan denominated in Euro), or Commitment or of issuing or participating in
Facility LCs or to reduce the return received by such Lender or applicable
Lending Installation or the LC Issuer, as the case may be, in connection with
such Eurocurrency Loans, Commitment, Facility LCs or participations therein,
then, within 15 days of demand by such Lender or the LC Issuer, as the case may
be, the Borrowers shall pay such Lender such additional amount or amounts as
will compensate such Lender or the LC Issuer, as the case may be, for such
increased cost or reduction in amount received.

                                       31
<PAGE>   32

                   (b) NON-U.S. RESERVE COSTS OR FEES WITH RESPECT TO LOANS TO
NON-U.S. BORROWERS. If any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive of any jurisdiction outside of the
United States of America or any subdivision thereof (whether or not having the
force of law), imposes or deems applicable any reserve requirement against or
fee with respect to assets of, deposits with or for the account of, or credit
extended by, any Lender or any applicable Lending Installation, or the LC
Issuer, and the result of the foregoing is to increase the cost to such Lender
or applicable Lending Installation, or the LC Issuer, of making or maintaining
its Eurocurrency Loans to, or of issuing or participating in Facility LCs upon
the request of, or of making and maintaining its Commitment to, any Borrower
that is not incorporated under the laws of the United States of America or a
state thereof (each a "Non-U.S. Borrower") or its Commitment to any Non-U.S.
Borrower or to reduce the return received by such Lender or applicable Lending
Installation or the LC Issuer in connection with such Eurocurrency Loans to,
Facility LCs applied for by, or Commitment to any Non-U.S. Borrower or
Commitment to any Non-U.S. Borrower, then, within 15 days of demand by such
Lender, or the LC Issuer, as the case may be, such Non-U.S. Borrower shall pay
such Lender or the LC Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender for such increased cost or reduction in
amount received, provided that such Non-U.S. Borrower shall not be required to
compensate any Lender for such non-U.S. reserve costs or fees to the extent that
an amount equal to such reserve costs or fees is received by such Lender as a
result of the calculation of the interest rate applicable to Eurocurrency
Advances pursuant to clause (i)(b) of the definition of "Eurocurrency Rate."

         3.2 CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender or the LC
Issuer determines the amount of capital required or expected to be maintained by
such Lender or the LC Issuer, any Lending Installation of such Lender or the LC
Issuer or any corporation controlling such Lender or the LC Issuer is increased
as a result of a Change, then, within 15 days of demand by such Lender or the LC
Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary
to compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or the LC Issuer determines is attributable
to this Agreement, its Outstanding Credit Exposure or its Commitment to make
Loans and issue or participate in Facility LCs, as the case may be, hereunder
(after taking into account such Lender's or the LC Issuer's policies as to
capital adequacy). "Change" means (i) any change after the date of this
Agreement in the Risk-Based Capital Guidelines, 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 which affects the amount of capital
required or expected to be maintained by any Lender or the LC Issuer or any
Lending Installation or any corporation controlling any Lender or the LC Issuer.
"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.

         3.3 AVAILABILITY OF TYPES OF ADVANCES. If any Lender determines that
maintenance of its Eurocurrency Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type, currency and maturity appropriate to match fund Eurocurrency Advances
are not available or (ii) the interest rate applicable to Eurocurrency Advances
does not accurately reflect the cost of making or maintaining Eurocurrency
Advances, then the Agent shall suspend the availability of Eurocurrency Advances
and require any affected Eurocurrency Advances to be repaid or converted to
Floating Rate Advances, subject to the payment of any funding indemnification
amounts required by Section 3.4.

                                       32
<PAGE>   33

         3.4 FUNDING INDEMNIFICATION. If any payment of a Eurocurrency Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurocurrency
Advance is not made on the date specified by a Borrower for any reason other
than default by the Lenders, the Borrower will 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 such Eurocurrency Advance.

         3.5 TAXES.

             (i) All payments by any Borrower to or for the account of any
Lender, the LC Issuer or the Agent hereunder or under any Note or Facility LC
Application shall be made free and clear of and without deduction for any and
all Taxes. If any Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder to any Lender, the LC Issuer or the
Agent, (a) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 3.5) such Lender, the LC Issuer or the Agent (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (b) such Borrower shall make such deductions, (c)
such Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) such Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made.

             (ii) In addition, each Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or Facility LC Application or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note or Facility LC Application
("Other Taxes").

             (iii) Each Borrower hereby agrees to indemnify the Agent, the LC
Issuer and each Lender for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed on amounts payable under
this Section 3.5) paid by the Agent, the LC Issuer or such Lender and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. Payments due under this indemnification shall be made within 30
days of the date the Agent, the LC Issuer or such Lender makes demand therefor
pursuant to Section 3.6.

             (iv) Each Lender that is not incorporated under the laws of the
United States of America or a state thereof (each a "Non-U.S. Lender") agrees
that it will, not less than ten Business Days after the date of this Agreement,
(i) deliver to each of the Company and the Agent two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224, certifying in either
case that such Lender is entitled to receive payments under this Agreement
without deduction or withholding of any United States federal income taxes, and
(ii) deliver to each of the Company and the Agent a United States Internal
Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to
an exemption from United States backup withholding tax. Each Non-U.S. Lender
further undertakes to deliver to each of the Company and the Agent (x) renewals
or additional copies of such form (or any successor form) on or before the date
that such form expires or becomes obsolete, and (y) after the occurrence of any
event requiring a change in the most recent forms so delivered by it, such
additional forms or amendments thereto as may be reasonably requested by the
Company or the Agent. All forms or amendments described in the preceding
sentence shall certify that such Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal
income taxes, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form or amendment

                                       33
<PAGE>   34

with respect to it and such Lender advises the Company and the Agent that it is
not capable of receiving payments without any deduction or withholding of United
States federal income tax.

             (v) For any period during which a Non-U.S. Lender has failed to
provide the Company with an appropriate form pursuant to clause (iv), above
(unless such failure is due to a change in treaty, law or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 3.5 with respect to Taxes imposed by the
United States; provided that, should a Non-U.S. Lender which is otherwise exempt
from or subject to a reduced rate of withholding tax become subject to Taxes
because of its failure to deliver a form required under clause (iv), above, the
Company shall take such steps as such Non-U.S. Lender shall reasonably request
to assist such Non-U.S. Lender to recover such Taxes.

             (vi) Any Lender that is entitled to an exemption from or reduction
of withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Company (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

             (vii) If the U.S. Internal Revenue Service or any other
governmental authority of the United States or any other country or any
political subdivision thereof asserts a claim that the Agent did not properly
withhold tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or properly completed, because such Lender
failed to notify the Agent of a change in circumstances which rendered its
exemption from withholding ineffective, or for any other reason), such Lender
shall indemnify the Agent fully for all amounts paid, directly or indirectly, by
the Agent as tax, withholding therefor, or otherwise, including penalties and
interest, and including taxes imposed by any jurisdiction on amounts payable to
the Agent under this subsection, together with all costs and expenses related
thereto (including reasonable attorneys fees and time charges of attorneys for
the Agent, which attorneys may be employees of the Agent). The obligations of
the Lenders under this Section 3.5(vii) shall survive the payment of the
Obligations and termination of this Agreement.

         3.6 LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurocurrency Loans to reduce any liability of a Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurocurrency Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the affected Borrower (with a copy
to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5.
Such written statement shall set forth in reasonable detail the calculations
upon which such Lender determined such amount and shall be final, conclusive and
binding on such Borrower in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurocurrency Loan shall
be calculated as though each Lender funded its Eurocurrency Loan through the
purchase of a deposit of the type, currency and maturity corresponding to the
deposit used as a reference in determining the Eurocurrency Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by such Borrower of such written statement. The
obligations of the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
payment of the Obligations and termination of this Agreement.

         3.7 NO DUPLICATION. To the extent more than one section of this Article
III were to apply, Borrowers shall have no obligation to make duplicate payments
(e.g. payments in excess of actual out-of-pocket expenses or allocated costs or
charges to any Lender).

                                       34
<PAGE>   35

                                  ARTICLE IV.

                              CONDITIONS PRECEDENT
                              --------------------

         4.1 INITIAL CREDIT EXTENSION. The Lenders shall not be required to make
the initial Credit Extension hereunder unless the Borrowers have furnished to
the Agent with sufficient copies for the Lenders:


             (i)    Copies of the articles or certificate of incorporation of
                    each Borrower, together with all amendments, and a
                    certificate of good standing, each certified by the
                    appropriate governmental officer in its jurisdiction of
                    incorporation

             (ii)   Copies, certified by the Secretary or Assistant Secretary of
                    each Borrower, of its by-laws and of its Board of Directors'
                    resolutions and of resolutions or actions of any other body
                    authorizing the execution of the Loan Documents to which
                    such Borrower is a party

             (iii)  An incumbency certificate, executed by the Secretary or
                    Assistant Secretary of each Borrower, which shall identify
                    by name and title and bear the signatures of the Authorized
                    Officers and any other officers of such Borrower authorized
                    to sign the Loan Documents to which such Borrower is a
                    party, upon which certificate the Agent and the Lenders
                    shall be entitled to rely until informed of any change in
                    writing by such Borrower.

             (iv)   A certificate, signed by the chief financial officer of each
                    Borrower, stating that on the initial Credit Extension Date
                    no Default or Unmatured Default has occurred and is
                    continuing.

             (v)    A written opinion or opinions of the Borrowers' counsel,
                    addressed to the Lenders in substantially the form of
                    Exhibit C.

             (vi)   Any Notes requested by a Lender payable to the order of each
                    such requesting Lender.

             (vii)  Written money transfer instructions, in substantially the
                    form of Exhibit D, addressed to the Agent and signed by an
                    Authorized Officer, together with such other related money
                    transfer authorizations as the Agent may have reasonably
                    requested.

             (viii) If the initial Credit Extension will be the issuance of a
                    Facility LC, a properly completed Facility LC Application.

             (ix)   The Agent shall have received complete executed copies of
                    the documents relating to the Senior Note Agreement of the
                    Company and the Agent shall be satisfied with the covenants
                    set forth therein.

             (x)    Such other documents as any Lender or its counsel may have
                    reasonably requested.

         4.2 EACH CREDIT EXTENSION. The Lenders shall not be required to make
any Credit Extension unless on the applicable Credit Extension Date:

                                       35
<PAGE>   36


                    (i)   There exists no Default or Unmatured Default.

                    (ii)  The representations and warranties contained in
                          Article V are true and correct as of such Credit
                          Extension Date except to the extent any such
                          representation or warranty is stated to relate solely
                          to an earlier date, in which case such representation
                          or warranty shall have been true and correct on and as
                          of such earlier date.

                    (iii) All legal matters incident to the making of such
                          Credit Extension shall be satisfactory to the Lenders
                          and their counsel.

         Each Borrowing notice or request for issuance of a Facility LC with
respect to each such Credit Extension shall constitute a representation and
warranty by each Borrower that the conditions contained in Sections 4.2(i) and
(ii) have been satisfied.


                                   ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

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

         5.1 EXISTENCE AND STANDING. Each of the Company and its Subsidiaries is
a corporation, partnership (in the case of Subsidiaries only) or limited
liability company duly and properly incorporated or organized, as the case may
be, validly existing and (to the extent such concept applies to such entity) in
good standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.

         5.2 AUTHORIZATION AND VALIDITY. Each Borrower has the power and
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by each Borrower of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by proper
corporate proceedings, and the Loan Documents to which they are a party
constitute legal, valid and binding obligations of the Borrowers enforceable
against the Borrowers in accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally.

         5.3 NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and delivery
by the Borrowers of the Loan Documents, nor the consummation of the transactions
therein contemplated, nor compliance with the provisions thereof will violate
(i) any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Company or any of its Subsidiaries, except where violation
cannot reasonably be expected to have a Material Adverse Effect, or (ii) the
Company's or any Subsidiary's articles or certificate of incorporation,
partnership agreement, certificate of partnership, articles or certificate of
organization, by-laws, or operating or other management agreement, as the case
may be, or (iii) the provisions of any indenture, instrument or agreement to
which the Company 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, or require, the creation or imposition of any Lien in,
of or on the Property of the Company or a Subsidiary pursuant to the terms of
any such indenture, instrument or agreement, except where violation cannot
reasonably be expected to have a Material Adverse Effect. No

                                       36


<PAGE>   37

order, consent, adjudication, approval, license, authorization, or validation
of, or filing, recording or registration with, or exemption by, or other action
in respect of any governmental or public body or authority, or any subdivision
thereof, which has not been obtained by the Company or any of its Subsidiaries,
is required to be obtained by the Company or any of its Subsidiaries in
connection with the execution and delivery of the Loan Documents, the borrowings
under this Agreement, the payment and performance by each Borrower of the
Obligations or the legality, validity, binding effect or enforceability of any
of the Loan Documents, except where the failure to take any such action cannot
reasonably be expected to have a Material Adverse Effect.

         5.4 FINANCIAL STATEMENTS. The March 31, 1998 year-end financial
statements of the Company and its Subsidiaries and the December 31, 1998 interim
financial statements of the Company and its Subsidiaries heretofore delivered to
the Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Company and
its Subsidiaries at such dates and the consolidated results of their operations
for the periods then ended.

         5.5 MATERIAL ADVERSE CHANGE. Since March 31, 1998 there has been no
change in the business, Property, prospects, condition (financial or otherwise)
or results of operations of the Company and its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect.

         5.6 TAXES. The Company and its Subsidiaries have filed all United
States federal tax returns and all other 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 of its Subsidiaries, except such
taxes, if any, the failure of which to file or pay would not reasonably be
expectd to have a Material Adverse Effect or are being contested in good faith
and as to which adequate reserves have been provided in accordance with
Agreement Accounting Principles and as to which no Lien exists. No tax liens
have been filed and no claims are being asserted with respect to any such taxes.

         5.7 LITIGATION AND CONTINGENT OBLIGATIONS. Except as set forth on
Schedule 5.7 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 which could reasonably be expected to have a Material Adverse
Effect or which seeks to prevent, enjoin or delay the making of any Credit
Extensions. Other than any liability incident to any litigation, arbitration or
proceeding which is set forth on Schedule 5.7, the Company and its Subsidiaries
have no material contingent obligations not provided for or disclosed in the
financial statements referred to in Section 5.4.


         5.8 SUBSIDIARIES. Schedule 5.8 contains an accurate list of all
Subsidiaries of the Company as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Company or
other Subsidiaries. All of the issued and outstanding shares of capital stock or
other ownership interests of such Subsidiaries have been (to the extent such
concepts are relevant with respect to such ownership interests) duly authorized
and issued and are fully paid and non-assessable.

         5.9 ERISA. The Unfunded Liabilities of all Single Employer Plans do not
in the aggregate exceed $1,000,000. Each Plan complies in all material respects
with all applicable requirements of law and regulations, no Reportable Event has
occurred with respect to any Plan, neither the Company nor any other member of
the Controlled Group has withdrawn from any Plan or initiated steps to do so,
and no steps have been taken to reorganize or terminate any Plan.

                                       37

<PAGE>   38

         5.10 ACCURACY OF INFORMATION. No information, exhibit or report
furnished by the Company or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

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

         5.12 MATERIAL AGREEMENTS. Neither the Company nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction 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 agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness, which default
could reasonably be expected to have a Material Adverse Effect.

         5.13 COMPLIANCE WITH LAWS. The Company and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

         5.14 OWNERSHIP OF PROPERTIES. On the date of this Agreement, the
Borrower and its Subsidiaries will have good title, free of all Liens other than
those permitted by Section 6.15, to all of the Property and assets reflected in
the Company's most recent consolidated financial statements provided to the
Agent as owned by the Company and its Subsidiaries.

         5.15 PLAN ASSETS; PROHIBITED TRANSACTIONS. The Company is not an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101
of an employee benefit plan (as defined in Section 3(3) of ERISA) which is
subject to Title I of ERISA or any plan (within the meaning of Section 4975 of
the Code), and neither the execution of this Agreement nor the making of Credit
Extensions hereunder gives rise to a prohibited transaction within the meaning
of Section 406 of ERISA or Section 4975 of the Code.

         5.16 ENVIRONMENTAL MATTERS. In the ordinary course of its business, the
officers of the Company consider the effect of Environmental Laws on the
business of the Company and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Company
due to Environmental Laws. On the basis of this consideration, the Company has
concluded that Environmental Laws cannot reasonably be expected to 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
of the requirements of applicable Environmental Laws or are 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 could reasonably be
expected to have a Material Adverse Effect.

         5.17 INVESTMENT COMPANY ACT. Neither the Company nor any Subsidiary is
an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

                                       38
<PAGE>   39

         5.18 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Company nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         5.19 YEAR 2000. Each Borrower has made or will make a full and complete
assessment of the Year 2000 Issues and has a realistic and achievable program
for remediating the Year 2000 Issues on a timely basis (the "Year 2000
Program"). Based on such assessment and on the Year 2000 Program the Borrowers
do not reasonably anticipate that Year 2000 Issues will have a Material Adverse
Effect.

         5.20 FOREIGN SUBSIDIARY BORROWERS.

              (a) Except as described on Schedule 5.8, each Foreign Subsidiary
Borrower is a direct or indirect Wholly-Owned Subsidiary of the Company
(excluding director qualifying shares); and

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


                                   ARTICLE VI.

                                    COVENANTS
                                    ---------

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

              6.1 FINANCIAL REPORTING. The Company will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with Agreement Accounting Principles, and furnish to the Lenders:

                  (i)    Within 90 days after the close of each of its fiscal
                         years, an unqualified (except for qualifications
                         relating to changes in accounting principles or
                         practices reflecting changes in generally accepted
                         accounting principles and required or approved by the
                         Borrower's independent certified public accountants)
                         audit report certified by nationally recognized
                         independent certified public accountants, prepared in
                         accordance with Agreement Accounting Principles on a
                         consolidated and consolidating basis (consolidating
                         statements need not be certified by such accountants)
                         for itself and its Subsidiaries, including balance
                         sheets as of the end of such period, related profit
                         and loss and reconciliation of surplus statements, and
                         a statement of cash flows, accompanied by a
                         certificate of said accountants that, in the course of
                         their examination necessary for their certification of
                         the foregoing, they have obtained no knowledge of any
                         Default or Unmatured Default, or if, in the opinion of
                         such accountants, any Default or Unmatured Default
                         shall exist, stating the nature and status thereof.

                                       39
<PAGE>   40

                  (ii)   Within 45 days after the close of the first three
                         quarterly periods of each of its fiscal years, for
                         itself and its Subsidiaries, consolidated and
                         consolidating unaudited balance sheets as at the close
                         of each such period and consolidated and consolidating
                         profit and loss and reconciliation of surplus
                         statements and a statement of cash flows for the
                         period from the beginning of such fiscal year to the
                         end of such quarter, all certified by its chief
                         financial officer.

                  (iii)  Together with the financial statements required under
                         Sections 6.1(i) and (ii), a compliance certificate in
                         substantially the form of Exhibit E signed by its
                         chief financial officer showing the calculations
                         necessary to determine compliance with this Agreement
                         and stating that no Default or Unmatured Default
                         exists, or if any Default or Unmatured Default exists,
                         stating the nature and status thereof.

                  (iv)   Within 270 days after the close of each fiscal year, a
                         statement of the Unfunded Liabilities of each Single
                         Employer Plan, certified as correct by an actuary
                         enrolled under ERISA.

                  (v)    As soon as possible and in any event within 10 days
                         after a Borrower knows that any Reportable Event has
                         occurred with respect to any Plan, a statement, signed
                         by the chief financial officer of the Company,
                         describing said Reportable Event and the action which
                         the Borrower proposes to take with respect thereto.

                  (vi)   As soon as possible and in any event within 10 days
                         after receipt by a Borrower, a copy of (a) any notice
                         or claim to the effect that the Borrower or any of its
                         Subsidiaries is or may be liable to any Person as a
                         result of the release by the Borrower, any of its
                         Subsidiaries, or any other Person of any toxic or
                         hazardous waste or substance into the environment, and
                         (b) any notice alleging any violation of any federal,
                         state or local environmental, health or safety law or
                         regulation by the Company or any of its Subsidiaries,
                         which, in either case, could reasonably be expected to
                         have a Material Adverse Effect.

                  (vii)  Promptly upon the furnishing thereof to the
                         shareholders of the Company, copies of all financial
                         statements, reports and proxy statements so furnished.

                  (viii) Promptly upon the filing thereof, copies of all
                         registration statements and annual, quarterly, monthly
                         or other regular reports which the Company or any of
                         its Subsidiaries files with the Securities and
                         Exchange Commission.

                  (ix)   Such other information (including non-financial
                         information) as the Agent or any Lender may from time
                         to time reasonably request.

         6.2 USE OF PROCEEDS. The Company will, and will cause each Subsidiary
to, use the proceeds of the Credit Extensions for working capital, general
corporate purposes and acquisitions. The Company will not, nor will it permit
any Subsidiary to, use any of the proceeds of the Advances to purchase or carry
any "margin stock" (as defined in Regulation U) .

         6.3 NOTICE OF DEFAULT. The Company will, and will cause each Subsidiary
to, give prompt notice in writing to the Lenders of the occurrence of any
Default or Unmatured Default and of any other development, financial or
otherwise (including, without limitation, developments with respect to Year 2000
Issues), which could reasonably be expected to have a Material Adverse Effect.

                                       40
<PAGE>   41

         6.4 CONDUCT OF BUSINESS. The Company will, and will cause each
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 and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

         6.5 TAXES. The Company will, and will cause each Subsidiary to, timely
file complete and correct United States federal and applicable foreign, state
and local tax returns required by law and pay when due all taxes, assessments
and governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside in accordance
with Agreement Accounting Principles and those which the failure to file or pay
would not reasonably be expected to have a Material Adverse Effect.

         6.6 INSURANCE. The Company will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Company will furnish to any Lender upon request
full information as to the insurance carried.

         6.7 COMPLIANCE WITH LAWS. The Company will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws, provided that it shall not be deemed
a violation of this Section 6.7 if any failure to comply with any of the
foregoing would not result in fines, penalties, remediation costs, other similar
liabilities or injunctive relief which in the aggregate would have a Material
Adverse Effect.

         6.8 MAINTENANCE OF PROPERTIES. The Company will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition (excepting ordinary
wear and tear), and make all necessary and proper repairs, renewals and
replacements so that its business carried on in connection therewith may be
properly conducted at all times.

         6.9 INSPECTION. The Company will, and will cause each Subsidiary to,
permit the Agent and the Lenders, by their respective representatives and
agents, to inspect any of the Property, books and financial records of the
Company and each Subsidiary, to examine and make copies of the books of accounts
and other financial records of the Company and each Subsidiary, and to discuss
the affairs, finances and accounts of the Company and each Subsidiary with, and
to be advised as to the same by, their respective officers at such reasonable
times and intervals as the Agent or any Lender may designate, provided that each
Lender shall provide the Company and the Agent with reasonable notice prior to
any visit or inspection; provided further, so long as no Default or Unmatured
Default exists, such inspection by the Agent or any Lender shall not be more
frequent than once in any twelve month period. In the event any Lender desires
to conduct an inspection of the Company, such Lender shall make a reasonable
effort to conduct such audit contemporaneously with any audit to be performed by
the Agent.

         6.10 DIVIDENDS. The Company will not, nor will it permit any Subsidiary
to, declare or pay any dividends or make any distributions on its Capital Stock
(other than dividends payable in its own Capital Stock which is common stock) or
redeem, repurchase or otherwise acquire or retire any of its Capital Stock at
any time outstanding, except that (a) any Subsidiary may declare and pay
dividends or make distributions to the Company or to a Wholly-Owned Subsidiary
and (b) provided that no Default or

                                       41
<PAGE>   42

Unmatured Default exists or would be caused thereby, the Company may make such
other dividends, redemptions or distributions which do not exceed in the
aggregate an amount equal to 50% of the Consolidated Net Income of the Company
and its Subsidiaries earned in the twelve-month period immediately preceding the
date of any such dividend, redemption or distribution, plus other redemptions
and repurchases in connection with the Company's share repurchase program in an
aggregate amount not exceeding $5,000,000 in any fiscal year.

         6.11 INDEBTEDNESS. The Company will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except: (i)
The Loans, the Facility Letters of Credit and the other Obligations.

              (ii)   Indebtedness of the Company or any Subsidiary owing to the
                     Company or any of its Subsidiaries.

              (iii)  Contingent Obligations with respect to the endorsement of
                     instruments for deposit or collection in the ordinary
                     course of business, Contingent Obligations relating to
                     Indebtedness which is otherwise permitted under this
                     Section 6.11 and Contingent Obligations with respect to
                     performance guaranties given by the Company with respect
                     to obligations of Subsidiaries under contracts in the
                     ordinary course of business.

              (iv)   Indebtedness of the Borrowers under Rate Hedging
                     Agreements.

              (v)    Indebtedness outstanding under the Senior Note Agreement.

              (vi)   Subordinated Indebtedness.

              (vii)  Indebtedness described on Schedule 6.11, provided that no
                     increase in the commitment or facility amount thereof
                     shall be permitted.

              (viii) Other Indebtedness; provided that, at the time of the
                     creation, incurrence or assumption of such other
                     Indebtedness and after giving effect thereto, no Default
                     or Unmatured Default exists and the aggregate amount of
                     all such other Indebtedness of the Company and its
                     Subsidiaries does not exceed an amount equal to
                     $2,000,000.

              (ix)   Any refunding or refinancing of any Indebtedness referred
                     to in clauses (ii) through (viii) above, provided that any
                     such refunding or refinancing of such Indebtedness does
                     not increase the principal amount thereof, shorten the
                     maturities thereof or make any of the other terms or
                     provisions thereof materially more onerous on the Company
                     or any of its Subsidiaries.

         6.12 MERGER. The Company will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except that a Subsidiary
may merge into the Company or a Wholly-Owned Subsidiary and except as otherwise
permitted pursuant to Section 6.14.

         6.13 SALE OF ASSETS. The Company will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:

              (i) Sales of inventory in the ordinary course of business.

                                       42
<PAGE>   43

                  (ii)     Sales or other dispositions in the ordinary course of
                           business of fixed assets for the purpose of replacing
                           such fixed assets, provided that such fixed assets
                           are replaced within 180 days of such sale or other
                           disposition with other fixed assets which have a fair
                           market value not materially less than the fixed
                           assets sold or otherwise disposed of.

                  (iii)    Leases, sales or other dispositions of its Property
                           that, together with all other Property of the Company
                           and its Subsidiaries previously leased, sold or
                           disposed of (other than inventory in the ordinary
                           course of business) as permitted by this Section
                           during the twelve-month period ending with the month
                           in which any such lease, sale or other disposition
                           occurs, do not constitute a Substantial Portion of
                           the Property of the Company and its Subsidiaries.

                  (iv)     Leases, sales or transfers of property from the
                           Company to any Subsidiary, from any Subsidiary to the
                           Company or from any Subsidiary to any other
                           Subsidiary.

         6.14 INVESTMENTS AND ACQUISITIONS. The Company will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or remain a partner in any partnership or joint venture, or to make any
Acquisition of any Person, except:

                  (i)      Cash Equivalent Investments.

                  (ii)     Existing Investments in Subsidiaries and additional
                           Investments in Subsidiaries (including any newly
                           created Subsidiary) not exceeding $100,000 in the
                           aggregate for each Subsidiary, Indebtedness of any
                           Subsidiary to the Company permitted pursuant to
                           Section 6.11 and other Investments in existence on
                           the date hereof and described in Schedule 6.14.

                  (iii)    Acquisitions, so long as (A) the Company or a
                           Subsidiary shall be the surviving or continuing
                           corporation thereof, so long as any new Subsidiary
                           formed in connection with such Acquisition within
                           sixty (60) days of such Acquisition, either (x) is
                           merged into the Company, or (y) executes a Guaranty
                           limited to the consideration paid by the Company or
                           such Subsidiary in connection with such Acquisition,
                           (B) immediately before and after such merger or
                           acquisition, no Default or Unmatured Default shall
                           exist or shall have occurred and be continuing and
                           the representations and warranties contained in
                           Article V shall be true and correct on and as of the
                           date thereof (both before and after such acquisition
                           is consummated) as if made on the date such
                           acquisition is consummated, (C) the aggregate amount
                           paid or payable in cash for (x) all such
                           acquisitions by the Company during any fiscal year
                           does not exceed, with respect to the fiscal year
                           ending March 31, 2000, $10,000,000 plus the
                           Anticipated Acquisitions, and for any other fiscal
                           year thereafter, $15,000,000, and (y) all such
                           acquisitions (other than the Anticipated
                           Acquisitions) by the Company after the Effective
                           Date through March 31, 2001 does not exceed
                           $30,000,000, (D) after giving effect to such
                           acquisition, the Available Aggregate Commitment
                           shall be not less than $10,000,000 and (D) prior to
                           the consummation of any such acquisition in which
                           the total consideration paid or to be paid by the
                           Company exceeds $5,000,000, the Company shall have
                           provided to the Lenders a certificate of the chief
                           financial officer of the Company (attaching
                           computations


                                       43
<PAGE>   44

                           and pro forma financial statements to demonstrate
                           pro forma compliance with all financial covenants
                           hereunder both before and after such acquisition has
                           been completed), stating that such acquisition
                           complies with this Section 6.14 and that any other
                           conditions under this Agreement relating to such
                           transaction have been satisfied. For purposed of
                           calculating consideration to be paid in connection
                           with any Acquisition, the amount of any earn-out
                           which may be paid by the Company in connection with
                           such Acquisition shall be excluded.

                  (iv)     Investments in joint ventures in an aggregate amount
                           not exceeding (A) $1,000,000 with respect to any
                           joint venture, and (B) $3,000,000 in the aggregate.

         6.15 LIENS. The Company will not, nor will it permit any Subsidiary to,
create, incur, or suffer to exist any Lien in, of or on the Property of the
Company or any of its Subsidiaries, except:

                  (i)      Liens for taxes, assessments or governmental charges
                           or levies on its Property if the same shall not at
                           the time be delinquent or thereafter can be paid
                           without penalty, or are being contested in good faith
                           and by appropriate proceedings and for which adequate
                           reserves in accordance with Agreement Accounting
                           Principles shall have been set aside on its books.

                  (ii)     Liens imposed by law, such as carriers',
                           warehousemen's and mechanics' liens and other similar
                           liens arising in the ordinary course of business
                           which secure payment of obligations not more than 60
                           days past due or which are being contested in good
                           faith by appropriate proceedings and for which
                           adequate reserves shall have been set aside on its
                           books.

                  (iii)    Liens arising out of pledges or deposits under
                           worker's compensation laws, unemployment insurance,
                           old age pensions, or other social security or
                           retirement benefits, or similar legislation.

                  (iv)     Utility easements, building restrictions and such
                           other encumbrances or charges against real property
                           as are of a nature generally existing with respect to
                           properties of a similar character and which do not in
                           any material way affect the marketability of the same
                           or interfere with the use thereof in the business of
                           the Borrower or its Subsidiaries.

                  (v)      Liens existing on the date hereof and described in
                           Schedule 6.15.

                  (vi)     Purchase money Liens securing Indebtedness otherwise
                           permitted pursuant to Section 6.11.

         6.16 YEAR 2000. The Company will take and will cause each of its
Subsidiaries to take all such actions as are reasonably necessary to
successfully implement the Year 2000 Program and to assure that Year 2000 Issues
will not have a Material Adverse Effect. At the request of the Agent, the
Company will provide a description of the Year 2000 Program, together with any
updates or progress reports with respect thereto.

         6.17 AFFILIATES. The Company will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to

                                       44
<PAGE>   45

the reasonable requirements of the Company's or such Subsidiary's business and
upon fair and reasonable terms no less favorable to the Company or such
Subsidiary than the Company or such Subsidiary would obtain in a comparable
arms-length transaction.

         6.18 FINANCIAL CONTRACTS. The Company will not, nor will it permit any
Subsidiary to, enter into or remain liable upon any Financial Contract for
purposes of financial speculation.

         6.19 ADDITIONAL COVENANTS. Any covenants, terms, conditions or defaults
in the Senior Note Agreement not substantially provided for in this Agreement or
more favorable to the holders of Senior Note Agreement issued in connection
therewith are hereby incorporated by reference into this Agreement to the same
extent as if set forth fully herein, and no subsequent amendment, waiver,
termination or modification thereof shall effect any such covenants, terms,
conditions or defaults as incorporated herein.

         6.20 FINANCIAL COVENANTS.

              6.20.1. CONSOLIDATED FIXED CHARGE COVERAGE RATIO. The Company will
not permit the Consolidated Fixed Charge Coverage Ratio of the Company and its
Subsidiaries, determined as of the end of each of its fiscal quarters to be less
than 1.5 to 1.0.

              6.20.2. LEVERAGE RATIO. The Company will not permit the
Consolidated Leverage Ratio of the Company and its Subsidiaries, determined as
of the end of each of its fiscal quarters, to be greater than (i) during the
period from and including the Effective Date to but excluding March 30, 2000,
3.2 to 1.0, (ii) during the period from and including March 31, 2000 to but
excluding March 30, 2001, 3.0 to 1.0, and (iii) at any time thereafter, 2.75 to
1.0.

              6.20.3. MINIMUM CONSOLIDATED NET WORTH. The Company will at all
times maintain Consolidated Net Worth of not less than the sum of (i)
$52,000,000, plus (ii) 50% of Consolidated Net Income earned in each fiscal year
beginning with the year ending March 31, 2000 (without deduction for losses).

              6.20.4. FIXED CHARGE COVERAGE RATIO. The Company will not permit
the Fixed Charge Coverage Ratio of the Company only, determined as of the end of
each of its fiscal quarters to be less than 1.5 to 1.0.

              6.20.5. MINIMUM NET WORTH. The Company will at all times maintain
Net Worth of the Company only of not less than the sum of (i) $34,000,000, plus
(ii) 50% of Consolidated Net Income earned in each fiscal year beginning with
the year ending March 31, 2000 (without deduction for losses).


                                  ARTICLE VII.

                                    DEFAULTS
                                    --------

         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1 Any representation or warranty made or deemed made by or on behalf
of the Company or any of its Subsidiaries to the Lenders or the Agent under or
in connection with this Agreement, any Credit Extension, or any certificate or
information delivered in connection with this Agreement or any other Loan
Document shall be materially false on the date as of which made.

                                       45


<PAGE>   46

         7.2 Nonpayment of principal of any Loan when due, nonpayment of any
Reimbursement Obligation within one Business Day after the same becomes due, or
nonpayment of interest upon any Loan or of any facility fee, LC Fee or other
obligations under any of the Loan Documents within five days after the same
becomes due.

         7.3 The breach by any Borrower of any of the terms or provisions in
Sections 6.1, 6.2, 6.3, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.18 or 6.19.

         7.4 The breach by any Borrower (other than a breach which constitutes a
Default under another Section of this Article VII) of any of the terms or
provisions of this Agreement which is not remedied within thirty days after
written notice from the Agent or any Lender.

         7.5 Failure of the Company or any of its Subsidiaries to pay when due
(beyond the applicable grace period with respect thereto, if any) any
Indebtedness aggregating in excess of $5,000,000 ("Material Indebtedness"); or
the default by the Company or any of its Subsidiaries in the performance (beyond
the applicable grace period with respect thereto, if any) of any term, provision
or condition contained in any agreement under which any such Material
Indebtedness was created or is governed, or any other event shall occur or
condition exist, the effect of which default or event is to cause, or to permit
the holder or holders of such Material Indebtedness to cause, such Material
Indebtedness to become due prior to its stated maturity; or any Material
Indebtedness of the Company or any of its Subsidiaries shall be declared to be
due and payable or required to be prepaid or repurchased (other than by a
regularly scheduled payment) prior to the stated maturity thereof; or the
Company or any of its Subsidiaries shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

         7.6 The Company or any of its Subsidiaries shall (i) have an order for
relief entered with respect to it under the Federal bankruptcy laws as now or
hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii)
apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (iv) institute any proceeding seeking an
order for relief under the Federal bankruptcy laws as now or hereafter in effect
or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v)
take any corporate or partnership action to authorize or effect any of the
foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good
faith any appointment or proceeding described in Section 7.7.

         7.7 Without the application, approval or consent of the Company or any
of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Company or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Company or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 60 consecutive days.

         7.8 Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of, all or any portion of
the Property of the Company and its Subsidiaries which, when taken together with
all other Property of the Company and its Subsidiaries so condemned, seized,
appropriated, or taken custody or control of, during the twelve-month period
ending with the month in which any such action occurs, constitutes a Substantial
Portion.

         7.9 The Company or any of its Subsidiaries shall fail within 30 days to
pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $5,000,000 (or the equivalent thereof in
currencies other than U.S. Dollars) in the aggregate, or (ii)

                                       46

<PAGE>   47

nonmonetary judgments or orders which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, which judgment(s), in
any such case, is/are not stayed on appeal or otherwise being appropriately
contested in good faith.

         7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed
in the aggregate $1,000,000 or any Reportable Event shall occur in connection
with any Plan.

         7.11 The Company or any of its Subsidiaries shall (i) be the subject of
any proceeding or investigation pertaining to the release by the Company, any of
its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.

         7.12 Any Guaranty shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Guaranty, or any Guarantor shall deny that it has any
further liability under any Guaranty to which it is a party, or shall give
notice to such effect.

                                 ARTICLE VIII.

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
                 ----------------------------------------------

         8.1 ACCELERATION; FACILITY LC COLLATERAL ACCOUNT.

             (i) If any Default described in Section 7.6 or 7.7 occurs, the
obligations of the Lenders to make Loans hereunder and the obligation and power
of the LC Issuer to issue Facility LCs shall automatically terminate and the
Obligations shall immediately become due and payable without any election or
action on the part of the Agent, the LC Issuer or any Lender and the Borrowers
will be and become thereby unconditionally obligated, without any further
notice, act or demand, to pay to the Agent an amount in immediately available
funds, which funds shall be held in the Facility LC Collateral Account, equal to
the difference of (x) the amount of LC Obligations at such time, less (y) the
amount on deposit in the Facility LC Collateral Account at such time which is
free and clear of all rights and claims of third parties and has not been
applied against the Obligations (such difference, the "Collateral Shortfall
Amount"). If any other Default occurs, the Required Lenders (or the Agent with
the consent of the Required Lenders) may (a) terminate or suspend the
obligations of the Lenders to make Loans hereunder and the obligation and power
of the LC Issuer to issue Facility LCs, 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 each Borrower hereby expressly waives, and (b) upon notice to the Company
and in addition to the continuing right to demand payment of all amounts payable
under this Agreement, make demand on the Borrowers to pay, and the Borrowers
will, forthwith upon such demand and without any further notice or act, pay to
the Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Collateral Account.

             (ii) If at any time while any Default is continuing, the Agent
determines that the Collateral Shortfall Amount at such time is greater than
zero, the Agent may make demand on the Borrowers to pay, and the Borrowers will,
forthwith upon such demand and without any further notice or act, pay to the
Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Collateral Account.

                                       47

<PAGE>   48

             (iii) The Agent may at any time or from time to time after funds
are deposited in the Facility LC Collateral Account, apply such funds to the
payment of the Obligations and any other amounts as shall from time to time have
become due and payable by the Borrowers to the Lenders or the LC Issuer under
the Loan Documents.

             (iv) Neither any Borrower nor any Person claiming on behalf of or
through the Borrower shall have any right to withdraw any of the funds held in
the Facility LC Collateral Account. After all of the Obligations have been
indefeasibly paid in full and the Aggregate Commitment has been terminated, any
funds remaining in the Facility LC Collateral Account shall be returned by the
Agent to the Company or paid to whomever may be legally entitled thereto at such
time.

         8.2 AMENDMENTS.

Subject to the provisions of this Article VIII, the Required Lenders (or the
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, no such supplemental agreement shall, (i) without the consent of the
Required U.S. Lenders, allow the Company to obtain a U.S. Revolving Credit Loan
or U.S. Facility Letter of Credit if it would otherwise be unable to do so
absent such supplemental agreement, (ii) without the consent of the Required
Canadian Lenders, allow the Canadian Borrower, to obtain a Canadian Loan or
Canadian Facility Letter of Credit if it would otherwise be unable to do so
absent such supplemental agreement, or (iii) without the consent of the Required
U.K. Lenders, allow the U.K. Borrower to obtain a U.K. Revolving Credit Loan or
U.K. Facility Letter of Credit if it would otherwise be unable to do so absent
such supplemental agreement; provided, further, that no such supplemental
agreement shall, without the consent of all of the Lenders:

             (a) Extend the final maturity of any Loan, or extend the expiry
                 date of any Facility LC to a date after the Facility
                 Termination Date or postpone any regularly scheduled payment of
                 principal of any Loan or forgive all or any portion of the
                 principal amount thereof or any Reimbursement Obligation
                 related thereto, or reduce the rate or extend the time of
                 payment of interest or fees thereon or Reimbursement
                 Obligations related thereto.

             (b) Reduce the percentage specified in the definition of Required
                 Lenders, Required Canadian Lenders or Required U.K. Lenders.

             (c) Extend the Facility Termination Date, or increase the amount of
                 the Aggregate Commitment, the Commitment of any Lender
                 hereunder or the commitment to issue Facility LCs, or permit
                 the Borrower to assign its rights under this Agreement.

             (d) Amend this Section 8.2.1.

             (e) Release any guarantor of any Advance.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent, and no amendment of any
provision relating to the LC Issuer shall be effective without the written
consent of the LC Issuer. The Agent may waive payment of the fee required under
Section 13.3.2 without obtaining the consent of any other party to this
Agreement.

                                       48
<PAGE>   49

             8.2.1. In addition to amendments effected pursuant to the
foregoing, Schedule 1.1 may be amended as follows:

                    (i)   Schedule 1.1 will be automatically amended to add
                          Subsidiaries of the Company as additional Foreign
                          Subsidiary Borrowers upon (A) execution and delivery
                          by the Company, any such Foreign Subsidiary Borrower
                          and the Agent, of a Joinder Agreement providing for
                          any such Subsidiary to become a Foreign Subsidiary
                          Borrower, (B) delivery to the Agent of (a) a Foreign
                          Subsidiary Opinion in respect of such additional
                          Foreign Subsidiary Borrower and (b) such other
                          documents with respect thereto as the Agent shall
                          reasonably request and (c) the written approval of the
                          Agent in its sole discretion.

                    (ii)  Schedule 1.1 will be automatically amended to remove
                          any Subsidiary as a Foreign Subsidiary Borrower upon
                          (A) written notice by the Company to the Agent to such
                          effect and (B) repayment in full of all outstanding
                          Loans and all other obligations pursuant to any Loan
                          Document of such Foreign Subsidiary Borrower.

         8.3 PRESERVATION OF RIGHTS. No delay or omission of the Lenders, the LC
Issuer or the 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 Credit Extension notwithstanding the existence of a
Default or the inability of the Borrower to satisfy the conditions precedent to
such Credit Extension 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 Lenders required
pursuant to Section 8.2, 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 Agent, the LC
Issuer and the Lenders until the Obligations have been paid in full.


                                  ARTICLE IX.

                                    GUARANTEE
                                    ---------

         9.1 GUARANTEE.

             (a) The Company hereby unconditionally and irrevocably guarantees
to the Agent and the Lenders and their respective successors, endorsees,
transferees and assigns, the prompt and complete payment and performance by the
Foreign Subsidiary Borrowers when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations owing by such Foreign Subsidiary
Borrowers.

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

                                       49
<PAGE>   50

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

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

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

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

                                       50
<PAGE>   51

         9.4 GUARANTEE ABSOLUTE AND UNCONDITIONAL. The Company waives any and
all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Agent or any Lender upon
this Agreement or acceptance of this Agreement; the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon this Agreement; and
all dealings among the Borrowers, on the one hand, and the Agent and the
Lenders, on the other, shall likewise be conclusively presumed to have been had
or consummated in reliance upon this Agreement. The Company waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Foreign Subsidiary Borrowers and the Company with respect to the
Obligations. This Article IX shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity,
regularity or enforceability of this Agreement, any other Loan Document, any of
the Obligations or any other collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by the
Agent or any Lender, (b) any defense, set-off or counterclaim (other than a
defense of payment or performance by any Borrower) which may at any time be
available to or be asserted by any Borrower against the Agent or any Lender, or
(c) any other circumstance whatsoever (with or without notice to or knowledge of
any Borrower) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrowers for the Obligations, or of the
Company under this Section 9.4, in bankruptcy or in any other instance (other
than a defense of payment or performance by the Borrowers). When pursuing its
rights and remedies hereunder against the Company, the Agent and any Lender may,
but shall be under no obligation to, pursue such rights and remedies as it may
have against any Borrower or any other Person or against any collateral security
or guarantee for the Obligations or any right of offset with respect thereto,
and any failure by the Agent or any Lender to pursue such other rights or
remedies or to collect any payments from the Borrowers or any such other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Borrowers or any such other Person
or of any such collateral security, guarantee or right of offset, shall not
relieve the Company of any liability hereunder, and shall not impair or affect
the rights and remedies, whether express, implied or available as a matter of
law, of the Agent or any Lender against the Company. This Article IX shall
remain in full force and effect and be binding in accordance with and to the
extent of its terms upon the Company and its successors and assigns, and shall
inure to the benefit of the Agent and the Lenders, and their respective
successors, indorsees, transferees and assigns, until all the Obligations and
the obligations of the Company under this Agreement shall have been satisfied by
payment in full and the Commitments shall be terminated, notwithstanding that
from time to time during the term of this Agreement the Borrowers may be free
from any Obligations.

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

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

                                       51
<PAGE>   52

                                   ARTICLE X.

                               GENERAL PROVISIONS
                               ------------------

         10.1 SURVIVAL OF REPRESENTATIONS. All representations and warranties of
the Borrowers contained in this Agreement shall survive the making of the Credit
Extensions herein contemplated.

         10.2 GOVERNMENTAL REGULATION. Anything contained in this Agreement to
the contrary notwithstanding, neither the LC Issuer not any Lender shall be
obligated to extend credit to any Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.

         10.3 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.

         10.4 ENTIRE AGREEMENT. The Loan Documents embody the entire agreement
and understanding among the Borrowers, the Agent, the LC Issuer and the Lenders
and supersede all prior agreements and understandings among the Borrower, the
Agent, the LC Issuer and the Lenders relating to the subject matter thereof
other than the fee letter described in Section 10.13.

         10.5 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 (except to the extent to which the
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, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 10.6, 10.10 and 11.11 to the extent specifically set
forth therein and shall have the right to enforce such provisions on its own
behalf and in its own name to the same extent as if it were a party to this
Agreement.

         10.6 EXPENSES; INDEMNIFICATION.

              (i) The Borrowers shall reimburse the Agent and the Arranger for
any costs, internal charges and out-of-pocket expenses (including reasonable
attorneys' fees and time charges of attorneys for the Agent, which attorneys may
be employees of the Agent) paid or incurred by the Agent or the 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 Agent, the Arranger, the LC Issuer and the
Lenders for any costs, internal charges and out-of-pocket expenses (including
reasonable attorneys' fees and reasonable time charges of attorneys for the
Agent, the Arranger, the LC Issuer and the Lenders, which attorneys may be
employees of the Agent, the Arranger, the LC Issuer or the Lenders) paid or
incurred by the Agent, the Arranger, the LC Issuer or any Lender in connection
with the collection and enforcement of the Loan Documents.

              (ii) The Borrowers hereby further agree to indemnify the Agent,
the Arranger, the LC Issuer and each Lender, its directors, officers and
employees against all losses, claims, damages, penalties, judgments, liabilities
and expenses (including, without limitation, all reasonable expenses of
litigation or preparation therefor whether or not the Agent, the Arranger, the
LC Issuer or any Lender is a party thereto) which any of them may pay or incur
arising out of or relating to this Agreement, the other Loan Documents, the
transactions contemplated hereby or the direct or indirect application or
proposed application of the proceeds of any Credit Extension hereunder except to
the extent that they are determined in a final non-appealable judgment by a
court of competent jurisdiction to have resulted from


                                       52
<PAGE>   53

the gross negligence or willful misconduct of the party seeking indemnification.
The obligations of the Borrowers under this Section 10.6 shall survive the
termination of this Agreement.

         10.7 NUMBERS OF DOCUMENTS. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

         10.8 ACCOUNTING. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles, except that any calculation or determination which is to be made on
a consolidated basis shall be made for the Company and all its Subsidiaries,
including those Subsidiaries, if any, which are unconsolidated on the Company's
audited financial statements.

         10.9 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.

         10.10 NONLIABILITY OF LENDERS. The relationship between the Borrowers
on the one hand and the Lenders, the LC Issuer and the Agent on the other hand
shall be solely that of borrower and lender. Neither the Agent, the Arranger,
the LC Issuer nor any Lender shall have any fiduciary responsibilities to any
Borrower. Neither the Agent, the Arranger, the LC Issuer 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 Borrower's business or
operations. Each Borrower agrees that neither the Agent, the Arranger, the LC
Issuer nor any Lender shall have liability to any Borrower (whether sounding in
tort, contract or otherwise) for losses suffered by any Borrower in connection
with, arising out of, or in any way related to, the transactions contemplated
and the relationship established by the Loan Documents, or any act, omission or
event occurring in connection therewith, unless it is determined in a final
non-appealable judgment by a court of competent jurisdiction that such losses
resulted from the gross negligence or willful misconduct of the party from which
recovery is sought. Neither the Agent, the Arranger, the LC Issuer nor any
Lender shall have any liability with respect to, and each Borrower hereby
waives, releases and agrees not to sue for, any special, indirect or
consequential damages suffered by the Borrowers in connection with, arising out
of, or in any way related to the Loan Documents or the transactions contemplated
thereby.

         10.11 CONFIDENTIALITY. Each Lender agrees to hold any confidential
information which it may receive from any Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 13.4.

         10.12 NONRELIANCE. Each Lender hereby represents that it is not relying
on or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Credit
Extensions provided for herein.

                                       53

<PAGE>   54

                                   ARTICLE XI.

                                    THE AGENT
                                    ---------

         11.1 APPOINTMENT; NATURE OF RELATIONSHIP. NBD is hereby appointed by
each of the Lenders as its contractual representative (herein referred to as the
"Agent") hereunder and under each other Loan Document, and each of the Lenders
irrevocably authorizes the 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 Agent agrees to act as such contractual representative
upon the express conditions contained in this Article X. Notwithstanding the use
of the defined term "Agent," it is expressly understood and agreed that the
Agent shall not have any fiduciary responsibilities to any Lender by reason of
this Agreement or any other Loan Document and that the Agent is merely acting as
the contractual 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 Agent (i) does not
hereby assume any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders 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 hereby agrees to
assert no claim against the Agent on any agency theory or any other theory of
liability for breach of fiduciary duty, all of which claims each Lender hereby
waives.

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

         11.3 GENERAL IMMUNITY. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrowers, 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 determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         11.4 NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of any Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrowers to the
Agent (either in its capacity as Agent or in its individual capacity).

                                       54
<PAGE>   55


         11.5 ACTION ON INSTRUCTIONS OF LENDERS. The 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, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. The Lenders hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders. The 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.

         11.6 EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of its
duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-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 Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

         11.7 RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to
rely upon any Note, 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 Agent, which counsel
may be employees of the Agent.

         11.8 AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Borrowers for which the Agent is entitled to reimbursement by
the Borrowers under the Loan Documents, (ii) for any other reasonable expenses
incurred by the Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents (including, without limitation, for any expenses incurred by the Agent
in connection with any dispute between the Agent and any Lender or between two
or more of the Lenders) 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 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 (including, without limitation, for any such
amounts incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other
documents, provided that (i) 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 resulted from the gross negligence
or willful misconduct of the Agent and (ii) any indemnification required
pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this
Section 11.8, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section 11.8 shall survive
payment of the Obligations and termination of this Agreement.

         11.9 NOTICE OF DEFAULT. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Unmatured Default hereunder unless
the Agent has received written notice from a Lender or the Borrower referring to
this Agreement describing such Default or Unmatured Default

                                       55
<PAGE>   56

and stating that such notice is a "notice of default". In the event that the
Agent receives such a notice, the Agent shall give prompt notice thereof to the
Lenders.

         11.10 RIGHTS AS A LENDER. In the event the Agent is a Lender, the Agent
shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Agent, and the term "Lender" or
"Lenders" shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates 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 the Company or such Subsidiary is not
restricted hereby from engaging with any other Person.

         11.11 LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrowers 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 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.

         11.12 SUCCESSOR AGENT. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Company, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, such removal
to be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Company and the Lenders, a successor Agent. If no successor Agent
shall have been so appointed by the Required Lenders within thirty days after
the resigning Agent's giving notice of its intention to resign, then the
resigning Agent may appoint, on behalf of the Company and the Lenders, a
successor Agent. Notwithstanding the previous sentence, the Agent may at any
time without the consent of the Company or any Lender, appoint any of its
Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrowers
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment. Any such successor Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent. Upon
the effectiveness of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations hereunder and
under the Loan Documents. After the effectiveness of the resignation or removal
of an Agent, the provisions of this Article X shall continue in effect for the
benefit of such Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent hereunder and under the other Loan
Documents. In the event that there is a successor to the Agent by merger, or the
Agent assigns its duties and obligations to an Affiliate pursuant to this
Section 11.12, then the term "Corporate Base Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new Agent.

                                       56
<PAGE>   57


         11.13 AGENT'S FEE. The Company agrees to pay to the Agent, for its own
account, the fees agreed to by the Company and the Agent pursuant to that
certain letter agreement dated February 19, 1999, or as otherwise agreed from
time to time.

         11.14 DELEGATION TO AFFILIATES. The Company and the Lenders agree that
the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

                                  ARTICLE XII.

                            SETOFF; RATABLE PAYMENTS
                            ------------------------

         12.1 SETOFF. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of any Borrower 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.

         12.2 RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Outstanding Credit Exposure (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Aggregate Outstanding Credit Exposure held by the
other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Aggregate Outstanding Credit Exposure. 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 Obligations 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 their respective Pro Rata Shares of the
Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.

                                 ARTICLE XIII.

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
                -------------------------------------------------

         13.1 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 (i) the
Borrowers shall not have the right to assign their rights or obligations under
the Loan Documents and (ii) any assignment by any Lender must be made in
compliance with Section 13.3. Notwithstanding clause (ii) of this Section, any
Lender may at any time, without the consent of the Borrowers or the Agent,
assign all or any portion of its rights under this Agreement and any Note to a
Federal Reserve Bank; provided, however, that no such assignment to a Federal
Reserve Bank shall release the transferor Lender from its obligations hereunder.
The Agent may treat the Person which made any Loan or which holds any Note as
the owner thereof for all purposes hereof unless and until such Person complies
with Section 13.3 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 Agent. Any
assignee or transferee of the

                                       57
<PAGE>   58

rights to any Loan or any Note agrees by acceptance of such transfer or
assignment 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 the rights to any
Loan (whether or not a Note has been issued in evidence thereof), shall be
conclusive and binding on any subsequent holder, transferee or assignee of the
rights to such Loan.

         13.2 PARTICIPATIONS.

              13.2.1. PERMITTED PARTICIPANTS; EFFECT. 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 Outstanding Credit Exposure owing to such Lender, any Note held
by such Lender, any Commitment of such Lender or any other interest of such
Lender under the Loan Documents. 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 its Outstanding Credit Exposure and the
holder of any Note issued to it in evidence thereof for all purposes under the
Loan Documents, all amounts payable by the Borrowers under this Agreement shall
be determined as if such Lender had not sold such participating interests, and
the Borrowers and the Agent shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under the Loan
Documents.

              13.2.2. 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 Credit Extension or Commitment in
which such Participant has an interest which forgives principal, interest, fees
or any Reimbursement Obligation or reduces the interest rate or fees payable
with respect to any such Credit Extension or Commitment, extends the Facility
Termination Date, postpones any date fixed for any regularly-scheduled payment
of principal of or interest on any Loan in which such Participant has an
interest, or any regularly scheduled payment of fees on any such Credit
Extension or Commitment, releases any guarantor of any such Credit Extension or
releases any collateral held in the Facility LC Collateral Account (except in
accordance with the terms hereof) or all or substantially all of any other
collateral, if any, securing any such Credit Extension.

              13.2.3. BENEFIT OF SETOFF. Each Borrower agrees that each
Participant shall be deemed to have the right of setoff provided in Section 12.1
in respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under the Loan Documents, provided that each
Lender shall retain the right of setoff provided in Section 12.1 with respect to
the amount of participating interests sold to each Participant. The Lenders
agree to share with each Participant, and each Participant, by exercising the
right of setoff provided in Section 12.1, agrees to share with each Lender, any
amount received pursuant to the exercise of its right of setoff, such amounts to
be shared in accordance with Section 12.2 as if each Participant were a Lender.

              13.3 ASSIGNMENTS.

              13.3.1. PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time assign
to one or more banks or other entities ("Purchasers") all or any part of its
rights and obligations under the Loan Documents. Such assignment shall be
substantially in the form of Exhibit F or in such other form as may be agreed to
by the parties thereto. The consent of the Company and the Agent shall be
required prior to an assignment becoming effective with respect to a Purchaser
which is not a Lender or an Affiliate thereof; provided, however, that

                                       58



<PAGE>   59

if a Default has occurred and is continuing, the consent of the Company shall
not be required. Such consent shall not be unreasonably withheld or delayed.
Each such assignment with respect to a Purchaser which is not a Lender or an
Affiliate thereof shall (unless each of the Company and the Agent otherwise
consents) be in an amount not less than the lesser of (i) $5,000,000 and in
integral multiples of $1,000,000 thereafter, or (ii) the remaining amount of the
assigning Lender's Commitment (calculated as at the date of such assignment) or
outstanding Loans (if the applicable Commitment has been terminated).

              13.3.2. EFFECT; EFFECTIVE DATE. Upon (i) delivery to the Agent of
an assignment, together with any consents required by Section 12.3.1, and (ii)
payment of a $3,500 fee to the Agent for processing such assignment (unless such
fee is waived by the Agent), such assignment shall become effective on the
effective date specified in such assignment. The assignment shall contain a
representation by the Purchaser to the effect that none of the consideration
used to make the purchase of the Commitment and Outstanding Credit Exposure
under the applicable assignment agreement constitutes "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 shall for all purposes be a Lender party
to this Agreement and any other Loan Document executed by or on behalf of 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 the Company, the Lenders or the Agent shall be
required to release the transferor Lender with respect to the percentage of the
Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser.
Upon the consummation of any assignment to a Purchaser pursuant to this Section
13.3.2, the transferor Lender, the Agent and the Company shall, if the
transferor Lender or the Purchaser desires that its Loans be evidenced by Notes,
make appropriate arrangements so that new Notes or, as appropriate, replacement
Notes are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal
amounts reflecting their respective Commitments, as adjusted pursuant to such
assignment.

         13.4 DISSEMINATION OF INFORMATION. The 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 such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 10.11 of
this Agreement.

         13.5 TAX TREATMENT. If any interest in any Loan Document is transferred
to any Transferee which is organized under the laws of any jurisdiction other
than the United States or any State thereof, the transferor Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.5(iv).

                                  ARTICLE XIV.

                                     NOTICES
                                     -------

         14.1 NOTICES. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrowers or the Agent, at its address or facsimile number
set forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth in its administrative questionnaire, or
(z) in the case of any party, at such other address or facsimile number as such
party may hereafter specify for the purpose by notice to the Agent and the
Borrower in accordance

                                       59
<PAGE>   60

with the provisions of this Section 14.1. Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (ii) if given by mail, 72 hours after such communication
is deposited in the mails with first class postage prepaid, addressed as
aforesaid, or (iii) if given by any other means, when delivered (or, in the case
of electronic transmission, received) at the address specified in this Section;
provided that notices to the Agent under Article II shall not be effective until
received.

         14.2 CHANGE OF ADDRESS. The Borrower, the 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 XV.

                                  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 Borrowers, the
Agent, the LC Issuer and the Lenders and each party has notified the Agent by
facsimile transmission or telephone that it has taken such action.


                                  ARTICLE XVI.

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
          ------------------------------------------------------------

         16.1 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF MICHIGAN.

         16.2 WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT, THE LC ISSUER AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

         16.3 SUBMISSION TO JURISDICTION; WAIVERS.

              (a) Each Borrower hereby irrevocably and unconditionally:

                  (i)   submits for itself and its property in any legal action
                        or proceeding relating to this Agreement and the other
                        Loan Documents to which it is a party, or for
                        recognition and enforcement of any judgment in respect
                        thereof, to the non-exclusive general jurisdiction of
                        any United States federal or Michigan state court
                        sitting in Detroit, Michigan and appellate courts from
                        any thereof;

                  (ii)  consents that any such action or proceeding may be
                        brought in such courts and waives any objection that it
                        may now or hereafter have to the

                                       60
<PAGE>   61


                        venue of any such action or proceeding in any such court
                        or that such action or proceeding was brought in an
                        inconvenient court and agrees not to plead or claim the
                        same;

                  (iii) agrees that service of process in any such action or
                        proceeding may be effected by mailing a copy thereof by
                        registered or certified mail (or any substantially
                        similar form of mail), postage prepaid, to the Company
                        or such Foreign Subsidiary Borrower, as the case may be,
                        at the address specified in Section 14.1, or at such
                        other address of which the Agent shall have been
                        notified pursuant thereto;

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

                  (v)   waives, to the maximum extent not prohibited by law, any
                        right it may have to claim or recover in any legal
                        action or proceeding referred to in this subsection any
                        special, exemplary, punitive or consequential damages.

         (b) Each Foreign Subsidiary Borrower hereby irrevocably appoints the
Company as its agent for service of process in any proceeding referred to in
Section 16.3(i) and agrees that service of process in any such proceeding may be
made by mailing or delivering a copy thereof to it care of Company at its
address for notices set forth in Section 14.1.

         16.4 ACKNOWLEDGMENTS. Each Borrower hereby acknowledges that:

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

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

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

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

                                       61
<PAGE>   62

         16.6 JUDGMENT.

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

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

                                       62

<PAGE>   63


         IN WITNESS WHEREOF, the Borrower, the Lenders, the LC Issuer and the
Agent have executed this Agreement as of the date first above written.

                                               CORRPRO COMPANIES, INC.


                                               By:______________________________

                                                  Its:__________________________

                                               Address:

                                               _________________________________
                                               _________________________________
                                               Attention:_______________________
                                               Telephone:_______________________
                                               Fax:_____________________________


                                               CORRPRO CANADA HOLDINGS INC.


                                               By:______________________________

                                                  Its:__________________________

                                               Address:

                                               _________________________________
                                               _________________________________
                                               Attention:_______________________
                                               Telephone:_______________________
                                               Fax:_____________________________


                                               CROSSCO (389) LTD.


                                               By:______________________________

                                                   Its:_________________________

                                               Address:

                                               _________________________________
                                               _________________________________
                                               Attention:_______________________
                                               Telephone:_______________________
                                               Fax:_____________________________


                                       63
<PAGE>   64

                         NBD BANK,
                         as LC Issuer. as Agent and individually as a Lender


                         By:________________________________________________

                            Its:____________________________________________

                         Address:
                         611 Woodward Avenue
                         Detroit, Michigan  48226
                         Attention:_________________________________________
                         Telephone:_________________________________________
                         Fax:_______________________________________________

                                       64