<PAGE>   1




Exhibit 10.29
                                                                  EXECUTION COPY

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

                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                            DATED AS OF MARCH 9, 2001

                                      AMONG

                             ROADWAY EXPRESS, INC.,

                    "HOLDINGS" (AS DEFINED HEREIN) SUBSEQUENT
                    TO THE "JOINDER DATE" (AS DEFINED HEREIN)


                                  THE LENDERS,

                                       AND

                                  BANK ONE, NA,

                                    AS AGENT

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

                         BANC ONE CAPITAL MARKETS, INC.

                      AS LEAD ARRANGER AND SOLE BOOK RUNNER


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

                                 SIDLEY & AUSTIN

                    BANK ONE PLAZA, 10 SOUTH DEARBORN STREET

                             CHICAGO, ILLINOIS 60603


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



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                                TABLE OF CONTENTS
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ARTICLE I  DEFINITIONS............................................................................................1

ARTICLE II  THE CREDITS..........................................................................................15
         2.1      Commitment.....................................................................................15
         2.2      Required Payments; Termination.................................................................16
         2.3      Ratable Loans..................................................................................16
         2.4      Types of Advances..............................................................................16
         2.5      Facility Fee; Reductions in Aggregate Commitment...............................................16
         2.6      Minimum Amount of Each Advance.................................................................16
         2.7      Optional Principal Payments....................................................................16
         2.8      Method of Selecting Types and Interest Periods or Money Market Interest Periods for
                  New Advances...................................................................................17
         2.9      Conversion and Continuation of Outstanding Advances............................................17
         2.10     Changes in Interest Rate, etc..................................................................18
         2.11     Rates Applicable After Default.................................................................18
         2.12     Method of Payment..............................................................................18
         2.13     Noteless Agreement; Evidence of Indebtedness...................................................18
         2.14     Telephonic Notices.............................................................................19
         2.15     Interest Payment Dates; Interest and Fee Basis.................................................19
         2.16     Notification of Advances, Interest Rates, Prepayments and Commitment Reductions................20
         2.17     Lending Installations..........................................................................20
         2.18     Non-Receipt of Funds by the Agent..............................................................20
         2.19     Extension of Facility Termination Date.........................................................20
         2.20     Replacement of Lender..........................................................................21

ARTICLE III  YIELD PROTECTION; TAXES.............................................................................21
         3.1      Yield Protection...............................................................................21
         3.2      Changes in Capital Adequacy Regulations........................................................22
         3.3      Availability of Types of Advances..............................................................22
         3.4      Funding Indemnification........................................................................23
         3.5      Taxes..........................................................................................23
         3.6      Lender Statements; Survival of Indemnity.......................................................25

ARTICLE IV  CONDITIONS PRECEDENT.................................................................................25
         4.1      Intentionally Omitted..........................................................................25
         4.2      Each Advance...................................................................................25

ARTICLE V  REPRESENTATIONS AND WARRANTIES........................................................................26
         5.1      Existence and Standing.........................................................................26
         5.2      Authorization and Validity.....................................................................26
         5.3      No Conflict; Government Consent................................................................26
         5.4      Financial Statements...........................................................................26
         5.5      Material Adverse Change........................................................................27
         5.6      Taxes..........................................................................................27
         5.7      Litigation and Contingent Obligations..........................................................27
         5.8      Subsidiaries...................................................................................27
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         5.9      ERISA..........................................................................................27
         5.10     Accuracy of Information........................................................................27
         5.11     Regulation U...................................................................................28
         5.12     Material Agreements............................................................................28
         5.13     Compliance With Laws...........................................................................28
         5.14     Ownership of Properties........................................................................28
         5.15     Plan Assets; Prohibited Transactions...........................................................28
         5.16     Environmental Matters..........................................................................28
         5.17     Investment Company Act.........................................................................29
         5.18     Public Utility Holding Company Act.............................................................29
         5.19     Post-Retirement Benefits.......................................................................29
         5.20     Insurance......................................................................................29
         5.21     Solvency.......................................................................................29

ARTICLE VI  COVENANTS............................................................................................30
         6.1      Financial Reporting............................................................................30
         6.2      Use of Proceeds................................................................................31
         6.3      Notice of Default..............................................................................31
         6.4      Conduct of Business............................................................................31
         6.5      Taxes..........................................................................................31
         6.6      Insurance......................................................................................32
         6.7      Compliance with Laws...........................................................................32
         6.8      Maintenance of Properties......................................................................32
         6.9      Inspection.....................................................................................32
         6.10     Indebtedness...................................................................................32
         6.11     Merger.........................................................................................33
         6.12     Sale of Assets.................................................................................33
         6.13     Investments and Acquisitions...................................................................34
         6.14     Liens..........................................................................................35
         6.15     Affiliates.....................................................................................35
         6.16     Sale of Accounts...............................................................................35
         6.17     Contingent Obligations.........................................................................35
         6.18     Financial Contracts............................................................................36
         6.19     Financial Covenants............................................................................36
                  6.19.1  Fixed Charge Coverage Ratio............................................................36
                  6.19.2  Leverage Ratio.........................................................................36
                  6.19.3  Minimum Tangible Net Worth.............................................................36
         6.20     Subsidiary Guaranty............................................................................36
         6.21     Certain Parties to Join in Agreements..........................................................36
         6.22     Other Guaranty.................................................................................37
         6.23     Restricted Payments............................................................................37
         6.24     Subsidiary Dividends...........................................................................37

ARTICLE VII  DEFAULTS............................................................................................38
         7.1      Breach of Representations and Warranties.......................................................38
         7.2      Payment Default................................................................................38
         7.3      Certain Covenant Defaults......................................................................38
         7.4      Other Covenant Defaults........................................................................38
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         7.5      Cross Default to Material Indebtedness.........................................................38
         7.6      Insolvency Related Defaults....................................................................38
         7.7      Involuntary Proceedings........................................................................39
         7.8      Takings........................................................................................39
         7.9      Judgment Defaults..............................................................................39
         7.10     Unfunded Liabilities...........................................................................39
         7.11     Withdrawal Liabilities.........................................................................39
         7.12     Multiemployer Plan Reorganization..............................................................39
         7.13     Environmental Defaults.........................................................................40
         7.14     Change in Control..............................................................................40
         7.15     Breach Under Other Loan Documents..............................................................40
         7.16     Rate Management Contract Violation.............................................................40
         7.17     Plan Asset Default.............................................................................40
         7.18     Default under other Material Contracts.........................................................40
         7.19     Guaranty Invalidity, Unenforceability; Guarantor Failure.......................................40
         7.20     Holdings Investments and Activities............................................................40
         7.21     Pledge of Borrower's Capital Stock.............................................................40

ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.....................................................41
         8.1      Acceleration...................................................................................41
         8.2      Amendments.....................................................................................41
         8.3      Preservation of Rights.........................................................................42

ARTICLE IX  GENERAL PROVISIONS...................................................................................42
         9.1      Survival of Representations....................................................................42
         9.2      Governmental Regulation........................................................................42
         9.3      Headings.......................................................................................42
         9.4      Entire Agreement...............................................................................42
         9.5      Several Obligations; Benefits of this Agreement................................................42
         9.6      Expenses; Indemnification......................................................................42
         9.7      Numbers of Documents...........................................................................43
         9.8      Accounting.....................................................................................43
         9.9      Severability of Provisions.....................................................................43
         9.10     Nonliability of Lenders........................................................................44
         9.11     Confidentiality................................................................................44
         9.12     Nonreliance....................................................................................44
         9.13     Disclosure.....................................................................................44
         9.14     Subordination of Intercompany Indebtedness.....................................................44

ARTICLE X  THE AGENT.............................................................................................45
         10.1     Appointment; Nature of Relationship............................................................45
         10.2     Powers.........................................................................................46
         10.3     General Immunity...............................................................................46
         10.4     No Responsibility for Loans, Recitals, etc.....................................................46
         10.5     Action on Instructions of Lenders..............................................................46
         10.6     Employment of Agents and Counsel...............................................................47
         10.7     Reliance on Documents; Counsel.................................................................47
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         10.8     Agent's Reimbursement and Indemnification......................................................47
         10.9     Notice of Default..............................................................................47
         10.10    Rights as a Lender.............................................................................48
         10.11    Lender Credit Decision.........................................................................48
         10.12    Successor Agent................................................................................48
         10.13    Delegation to Affiliates.......................................................................49

ARTICLE XI  SETOFF; RATABLE PAYMENTS.............................................................................49
         11.1     Setoff.........................................................................................49
         11.2     Ratable Payments...............................................................................49

ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...................................................49
         12.1     Successors and Assigns.........................................................................49
         12.2     Participations.................................................................................50
                  12.2.1  Permitted Participants; Effect.........................................................50
                  12.2.2  Voting Rights..........................................................................50
                  12.2.3  Benefit of Setoff......................................................................50
         12.3     Assignments....................................................................................51
                  12.3.1  Permitted Assignments..................................................................51
                  12.3.2  Effect; Effective Date.................................................................51
         12.4     Dissemination of Information...................................................................51
         12.5     Tax Treatment..................................................................................52

ARTICLE XIII  NOTICES............................................................................................52
         13.1     Notices........................................................................................52
         13.2     Change of Address..............................................................................52

ARTICLE XIV  COUNTERPARTS........................................................................................52

ARTICLE XV  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.........................................53
         15.1     CHOICE OF LAW..................................................................................53
         15.2     CONSENT TO JURISDICTION........................................................................53
         15.3     WAIVER OF JURY TRIAL...........................................................................53

ARTICLE XVI  AMENDMENT AND RESTATEMENT...........................................................................53
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                       SCHEDULES AND EXHIBITS (NOT FILED)

SCHEDULES
---------

SCHEDULE 1      --       Existing Contingent Obligations
SCHEDULE 2      --       Subsidiaries and Investments
SCHEDULE 3      --       Indebtedness and Liens
SCHEDULE 4      --       Payment Dates

EXHIBITS

EXHIBIT A       --       Intentionally Omitted
EXHIBIT B       --       Form of Compliance Certificate
EXHIBIT C       --       Form of Assignment Agreement
EXHIBIT D       --       Loan/Credit Related Money Transfer Instructions
EXHIBIT E       --       Form of Promissory Note
EXHIBIT F-1     --       Form of Subsidiary Guaranty
EXHIBIT F-2     --       Form of Parent Guaranty
EXHIBIT F-3     --       Form of Other Guaranty
EXHIBIT G       --       Cash Equivalent Investments
EXHIBIT H       --       Form of Holdings Joinder Agreement


                                       v

<PAGE>   7


                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

         This Amended and Restated Credit Agreement, dated as of March 9, 2001,
is entered into by and among Roadway Express, Inc., a corporation organized
under the laws of the State of Delaware, "Holdings" (as defined herein),
subsequent to the "Joinder Date" (as defined herein) and satisfaction of the
terms of SECTION 6.21, the Lenders and Bank One, NA, a national banking
association having its principal office in Chicago, Illinois, as Agent.

                             PRELIMINARY STATEMENTS

         Whereas, Roadway Express, Inc., certain institutions, and the Agent are
parties to a Credit Agreement, dated as of October 16, 2000 (the "Current
Agreement"); and

         Whereas, Roadway Express, Inc. desires to amend and restate the Current
Agreement in certain respects;

         So, therefore, Roadway Express, Inc., the Lenders and the Agent have
agreed to amend and restate the Current Agreement on the terms and conditions
set forth herein:

                                   ARTICLE I

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

         1.1 CERTAIN 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 (x)
prior to the Joinder Date, the Borrower or any of its Subsidiaries and (y) on
and after the Joinder Date, Holdings 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
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.

         "ACCOUNTING CHANGES" is defined in Section 9.8.

         "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 Eurodollar
Loans or Money Market Loans, for the same Interest Period or Money Market
Interest Period, as applicable.

         "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


                                       1
<PAGE>   8

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 Bank One 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.

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

         "AGREEMENT" means this Amended and Restated Credit Agreement, as it may
be amended, modified, supplemented or restated 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,
provided, however, except as provided in Section 9.8, with respect to the
calculation of financial ratios and other financial tests required by this
Agreement, "Agreement Accounting Principles" means generally accepted accounting
principles as in effect in the United States as of the date of this Agreement,
applied in a manner consistent with that used in preparing the financial
statements of the Borrower referred to in Section 5.4 hereof.

         "ALTERNATE BASE RATE" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "ARRANGER" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

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

         "AUTHORIZED OFFICER" means any of the following officers of the
Borrower, acting singly: Arthur Zullo, Manager - Financial Services, Mary
Kavanshansky, Financial Specialist, Dawson Cunningham, Chief Financial Officer,
Joseph R. Boni III - Treasurer, and Mitch Westfall - Financial Analyst (Senior).

         "BANK ONE" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, in its individual capacity, and its
successors.

         "BORROWER" means (x) prior to the consummation of the Holding Company
Reorganization, Roadway Express, Inc., a Delaware corporation and (y) on and
after the date the Holding Company Reorganization is consummated, Roadway
Express, Inc., as the Surviving Corporation of the Merger, in each case together
with its successors and assigns.

         "BORROWING DATE" means a date on which an Advance is made hereunder.


                                       2
<PAGE>   9

         "BORROWING NOTICE" is defined in Section 2.8.

         "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in United States
dollars 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 Chicago for the conduct of substantially all of their commercial lending
activities and interbank wire transfers can be made on the Fedwire system.

         "CAPITAL EXPENDITURES" means, with respect to any Person, without
duplication, any expenditures for any purchase or other acquisition of any asset
which would be classified as a fixed or capital asset on a consolidated balance
sheet of such Person and its consolidated Subsidiaries, as 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 those investments vehicles
permitted (without any additional specific approvals) pursuant to the Borrower's
cash investment policy in existence on the date hereof and attached hereto as
EXHIBIT G.

         "CHANGE IN CONTROL" means the occurrence of any of the following
events, other than in connection with the Holding Company Reorganization:

         (i) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934) is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of twenty percent (20%) or more of the combined voting power of the
Borrower's or, after the Joinder Date, Holdings's capital stock ordinarily
having the right to vote at an election of directors; or

         (ii) Holdings ceases to be the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person
shall be deemed to have "beneficial ownership" of all securities that such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of one-hundred
percent (100%) of the voting power of the Borrower's capital stock ordinarily
having the right to vote at an election of directors; or

                                       3
<PAGE>   10

         (iii) during any period of twelve consecutive calendar months,
individuals (a) who were directors of the Borrower or Holdings on the first day
of such period, or (b) whose election or nomination for election to the board of
directors of the Borrower or Holdings was recommended or approved by at least a
majority of the directors then still in office who were directors of the
Borrower or Holdings on the first day of such period, or whose election or
nomination for election was so approved, shall cease to constitute a majority of
the board of directors of the Borrower or Holdings.

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

         "COMMITMENT" means, for each Lender, the obligation of such Lender to
make Loans not exceeding the amount set forth opposite its signature below, as
it may be modified as a result of any assignment that has become effective
pursuant to Section 12.3.2, or as otherwise modified from time to time pursuant
to the terms hereof.

         "CONSOLIDATED EBITDAR" means, with respect to any Person, Consolidated
Net Income plus, to the extent deducted from revenues in determining
Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for
taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) extraordinary
losses incurred other than in the ordinary course of business and (vi)
Consolidated Rentals, minus, to the extent included in Consolidated Net Income,
extraordinary gains realized other than in the ordinary course of business, all
calculated for such Person and its Subsidiaries on a consolidated basis.

         "CONSOLIDATED FUNDED INDEBTEDNESS" means at any time the aggregate
dollar amount of Consolidated Indebtedness which has actually been funded and is
outstanding at such time, whether or not such amount is due or payable at such
time.

         "CONSOLIDATED INDEBTEDNESS" means, with respect to any Person, at any
time the Indebtedness of such Person and its Subsidiaries calculated on a
consolidated basis as of such time.

         "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person and
with reference to any period, the interest expense of such Person and its
Subsidiaries calculated on a consolidated basis for such period.

         "CONSOLIDATED NET INCOME" means, with respect to any Person and with
reference to any period, the net income (or loss) of such Person and its
Subsidiaries calculated on a consolidated basis for such period.

         "CONSOLIDATED RENTALS" means, with respect to any Person and with
reference to any period, the Rentals of such Person and its Subsidiaries
calculated on a consolidated basis for such period.

         "CONSOLIDATED TANGIBLE NET WORTH" means at any time, with respect to
any Person, the consolidated stockholders' equity of such Person and its
Subsidiaries on a consolidated basis as of such time, excluding the aggregate
value of all patents, licenses, trade names, trademarks, copyrights, goodwill,
deferred charges (including, but not limited to, unamortized debt discount


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<PAGE>   11

and expenses, organizational expenses and experimental and developmental
expenses, but excluding prepaid expenses) and all other items properly
classified as intangibles in accordance with Agreement Accounting Principles.

         "CONSOLIDATED TOTAL CAPITALIZATION" means at any time the sum of
Consolidated Indebtedness and Consolidated Net Worth, each calculated at such
time.

         "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.

         "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.

         "CUSTOMARY PERMITTED LIENS" means:

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

         (ii) statutory Liens of landlords and Liens of suppliers,
mechanics, carriers, materialmen, warehousemen, service providers or workmen and
other similar Liens imposed by law created in the ordinary course of business
for amounts not more than 60 days past due or which are being contested in good
faith by appropriate proceedings properly instituted and diligently conducted
and with respect to which adequate reserves or other appropriate provisions are
being maintained in accordance with Agreement Accounting Principles;

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


                                       5
<PAGE>   12

whole, and (B) all Liens securing bonds to stay judgments or in connection with
appeals do not secure at any time an aggregate amount exceeding $10,000,000;

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

         (v) Liens of attachment or judgment with respect to judgments,
writs or warrants of attachment, or similar process against the Borrowers or any
of its Subsidiaries which do not constitute a Default under Section 7.9 hereof;
and

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

         "DEFAULT" means an event described in Article VII.

         "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.

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

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

         "EURODOLLAR ADVANCE" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

         "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable British Bankers' Association
Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters
Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, and having a maturity equal to such Interest
Period, provided that, (i) if Reuters Screen FRBD is not available to the Agent
for any reason, the applicable Eurodollar Base Rate for the relevant Interest
Period shall instead be the applicable British Bankers' Association Interest
Settlement Rate for deposits in U.S. dollars as reported by any other generally
recognized financial information service as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period, and (ii) if no such British Bankers'
Association Interest



                                       6
<PAGE>   13
Settlement Rate is available to the Agent, the applicable Eurodollar Base Rate
for the relevant Interest Period shall instead be the rate determined by the
Agent to be the rate at which Bank One or one of its Affiliate banks offers to
place deposits in U.S. dollars 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 Bank One's
relevant Eurodollar Loan and having a maturity equal to such Interest Period.

         "EURODOLLAR LOAN" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.

         "EURODOLLAR RATE" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
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) 0.35% per annum.

         "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.

         "EXTENSION REQUEST" is defined in Section 2.19.

         "FACILITY TERMINATION DATE" means October 15, 2001 or any later date as
may be specified as the Facility Termination Date in accordance with Section
2.19 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 is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the 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 Management Transaction.

         "FIXED RATE ADVANCE" means an Advance which, except as otherwise
provided in Section 2.11, bears interest by reference to either the Eurodollar
Rate or the Money Market Interest Rate.


                                       7
<PAGE>   14

         "FIXED RATE LOAN" means a Loan which, except as otherwise provided in
Section 2.11, bears interest by reference to either the Eurodollar Rate or the
Money Market Interest Rate.

         "FLOATING RATE" means, for any day, a rate per annum equal to the
Alternate Base Rate for such day, in each case changing when and as the
Alternate Base Rate changes.

         "FLOATING RATE ADVANCE" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the Floating Rate.

         "FLOATING RATE LOAN" means a Loan which, except as otherwise provided
in Section 2.11, bears interest at the Floating Rate.

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

         "HOLDING COMPANY REORGANIZATION" means the series of transactions
pursuant to which (i) the Borrower will form two new Subsidiaries, one of which
will be a Delaware corporation and a wholly-owned Subsidiary of the Borrower (as
such, "ROADWAY HOLDINGS"), and the other of which will be Roadway Merger Corp.,
a Delaware corporation and a wholly-owned Subsidiary of Roadway Holdings (as
such, "MERGER SUB"), (ii) Merger Sub will be merged (the "MERGER") with and into
the Borrower, with the Borrower as the surviving corporation (the "SURVIVING
CORPORATION") subsequent to the consummation of the Merger, (iii) each share of
common stock of Merger Sub issued and outstanding immediately prior to the
effectiveness of the Merger will be converted into one share of common stock of
the Surviving Corporation, (iv) each share of common stock of the Borrower
issued and outstanding immediately prior to the effectiveness of the Merger will
be converted into one share of Roadway Holdings, and (v) each share of Roadway
Holdings issued and outstanding immediately prior to the effectiveness of the
Merger shall be retired and canceled, with the result being (a) Roadway Holdings
owning all of the issued and outstanding shares of common stock of the Surviving
Corporation after the effectiveness of the Merger, and (b) those Persons who
held shares of common stock of the Borrower prior to the effectiveness of the
Merger owning shares of common stock of Roadway Holdings.

         "HOLDINGS" means Roadway Holdings.

         "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), (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) Operating Lease Obligations, (viii) Off Balance Sheet
Liabilities and (vii) any other obligation for borrowed money or other financial
accommodation which in accordance with


                                       8
<PAGE>   15

Agreement Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person.

         "INSOLVENCY EVENT" is defined in Section 9.14.

         "INTERCOMPANY INDEBTEDNESS" is defined in Section 9.14.

         "INTEREST PERIOD" means, with respect to a Eurodollar 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.

         "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

         "JOINDER DATE" means the date on which the Holding Company
Reorganization is consummated, Holdings becomes a party to this Agreement
pursuant to Section 6.21, and the Parent Guaranty is in full force and effect.

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

         "LENDING INSTALLATION" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on the signature pages hereof or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.16.

         "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 Funded Indebtedness outstanding on such date to (ii) Consolidated
EBITDAR for the then most-recently ended four fiscal quarters.


                                       9
<PAGE>   16

         "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).

         "LLC INVESTMENT" means the aggregate Investment by Holdings or the
Borrower of up to $20,000,000, at any time and from time to time, in Integres
Global Logistics, LLC, a Delaware limited liability company.

         "LOAN" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof).

         "LOAN DOCUMENTS" means this Agreement, the Subsidiary Guaranty, the
Parent Guaranty, each Other Guaranty, and any Notes issued pursuant to Section
2.13 and any other documents, instruments and agreements executed in connection
therewith.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of (x) the Borrower and its Subsidiaries taken as a whole prior to
the Joinder Date and (y) Holdings and its Subsidiaries taken as a whole on and
after the Joinder Date, (ii) the ability of the Borrower to perform its
obligations under the Loan Documents, or (iii) the validity or enforceability of
any of the Loan Documents or the rights or remedies of the Agent or the Lenders
thereunder.

         "MATERIAL INDEBTEDNESS" is defined in Section 7.5.

         "MERGER" has the meaning set forth in the definition of "HOLDING
COMPANY REORGANIZATION."

         "MONEY MARKET ADVANCE" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the applicable Money Market Interest
Rate.

         "MONEY MARKET INTEREST PERIOD" means with respect to any Money Market
Advance, the period commencing on the date the Money Market Loans are made, and
ending, as the Borrower may select, pursuant to Section 2.8 hereof on a date no
longer than twenty-nine (29) days thereafter or otherwise as determined by the
Agent; PROVIDED, that the foregoing provisions are subject to the following:

                  (a)      No Money Market Interest Period may extend beyond the
                           Facility Termination Date; and

                  (b)      If a Money Market Interest Period would otherwise end
                           on a day which is not a Business Day, such Money
                           Market 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 Money Market Interest Period
                           shall end on the immediately preceding Business Day.


                                       10
<PAGE>   17

         "MONEY MARKET INTEREST RATE" shall be such rate as determined by the
Agent from time to time in its sole discretion.

         "MONEY MARKET LOAN" means any Loan that bears interest at a Money
Market Interest Rate.

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

         "MULTIEMPLOYER PLAN" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which (x) the Borrower prior to
the Joinder Date and (y) Holdings on and after the Joinder Date, or any other
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "NON-U.S. LENDER" is defined in Section 3.5(iv).

         "NOTE" is defined in Section 2.13.

         "NOTICE OF ASSIGNMENT" is defined in Section 12.3.2.

         "OBLIGATIONS" means all unpaid principal of and accrued and unpaid
interest on the Loans, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders
or to any Lender, the Agent or any indemnified party arising under the Loan
Documents.

         "OFF-BALANCE SHEET LIABILITIES" of a Person means, without duplication,
(a) any Receivables Facility Attributed Indebtedness and repurchase obligation
or liability of such Person or any of its Subsidiaries with respect to accounts
receivable or notes receivable sold by such Person or any of its Subsidiaries
(calculated to include the unrecovered investment of purchasers or transferees
of accounts receivable or notes receivable or any other obligation of the
Borrower or such transferor to purchasers/transferees of interests in accounts
receivable or notes receivables or the agent for such purchasers/transferees),
(b) any liability under any Sale and Leaseback Transactions which do not create
a liability on the consolidated balance sheet of such Person, (c) any liability
under any financing lease or so-called "synthetic lease" or "tax ownership
operating lease" transaction, or (d) any obligations arising with respect to any
other transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the consolidated balance
sheets of such Person and its Subsidiaries, but excluding from this clause (d)
Operating Lease Obligations.

         "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.

         "OPERATING LEASE OBLIGATIONS" means, as at any date of determination,
the amount obtained by aggregating the present values, determined in the case of
each particular Operating Lease by applying a discount rate equal to 10% from
the date on which each fixed lease payment is due under such Operating Lease to
such date of determination, of all fixed lease payments due under all Operating
Leases of the Borrower and its Subsidiaries.


                                       11
<PAGE>   18

         "OTHER GUARANTY" means each Guaranty (and any and all supplements
thereto), in substantially the form of EXHIBIT F-3 attached hereto, entered into
from time to time by each Subsidiary of Holdings in favor of the Agent for the
benefit of itself and the Lenders pursuant to SECTION 6.22, as the same may be
amended, restated, supplemented or otherwise modified from time to time.

         "OTHER TAXES" is defined in Section 3.5(ii).

         "PARENT GUARANTY" means that certain Guaranty made by Holdings pursuant
to SECTION 6.21, in substantially the form of EXHIBIT F-2 attached hereto, in
favor of the Agent for the benefit of itself and the Lenders, as the same may be
amended, restated, supplemented or otherwise modified from time to time.

         "PARTICIPANTS" is defined in Section 12.2.1.

         "PAYMENT DATE" means each date set forth on Schedule 4 hereto.

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

         "PERMITTED ACQUISITION" is defined in Section 6.13.

         "PERMITTED EXISTING CONTINGENT OBLIGATIONS" means the contingent
obligations outstanding on the Closing Date and described on Schedule 1 hereto.

         "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, Holdings, any Subsidiary thereof or any member of
the Controlled Group may have any liability.

         "PRIME RATE" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "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.

         "PURCHASERS" is defined in Section 12.3.1.

         "RATE MANAGEMENT TRANSACTION" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into between
the Borrower and any Lender or Affiliate thereof which is a rate swap, basis
swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction, cross-currency rate
swap transaction,


                                       12
<PAGE>   19

currency option or any other similar transaction (including any option with
respect to any of these transactions) or any combination thereof, whether linked
to one or more interest rates, foreign currencies, commodity prices, equity
prices or other financial measures.

         "RATE MANAGEMENT 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
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

         "RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS" means the amount of
obligations outstanding under an accounts receivable or notes receivable
purchase facility on any date of determination that would be characterized as
principal if such facility were structured as a secured lending transaction
rather than as a purchase.

         "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.

         "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 LENDERS" means Lenders in the aggregate having greater than
50% of the Aggregate Commitment or, if the Aggregate Commitment has been
terminated, Lenders in the aggregate holding greater than 50% of the aggregate
unpaid principal amount of the outstanding Advances.

         "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.

         "RESPONSE DATE" is defined in Section 2.19.


                                       13
<PAGE>   20

         "RESTRICTED PAYMENT" has the meaning set forth in Section 6.23.

         "ROADWAY HOLDINGS" has the meaning set forth in the definition of
"HOLDING COMPANY REORGANIZATION".

         "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.

         "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.

         "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 Borrower.

         "SUBSIDIARY GUARANTORS" means those Subsidiaries of the Borrower that
have become guarantors of the Obligations hereunder by executing the Subsidiary
Guaranty (or any supplement thereto) and that, together with all other
Subsidiary Guarantors, comprise (i) not less than 70% of the consolidated assets
of the Borrower and its Subsidiaries and (ii) not less than 70% of Consolidated
EBITDAR (calculated with respect to the Borrower and its Subsidiaries).

         "SUBSIDIARY GUARANTY" means that certain Guaranty (and any and all
supplements thereto), in substantially the form of EXHIBIT F-1 attached hereto,
executed from time to time by each Subsidiary Guarantor in favor of the Agent
for the benefit of itself and the Lenders, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

         "SUBSTANTIAL PORTION" means, 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
at the beginning of the twelve-month period ending with the month in which such
determination is made, 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.


                                       14
<PAGE>   21

         "SURVIVING CORPORATION" has the meaning set forth in the definition of
"HOLDING COMPANY REORGANIZATION."

         "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 and Other Taxes.

         "TRANSFEREE" is defined in Section 12.4.

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

         "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.

         "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.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

         1.2 INTERPRETATION. Except as otherwise provided herein, prior to
the Joinder Date, the following definitions will be calculated or determined
with reference to the Borrower and its Subsidiaries, and, on and after the
Joinder Date, will be calculated or determined with reference to Holdings and
its Subsidiaries: (i) Capital Expenditures, (ii) Consolidated EBITDAR, (iii)
Consolidated Indebtedness, (iv) Consolidated Interest Expense, (v) Consolidated
Net Income, (vi) Consolidated Tangible Net Worth, (vii) Consolidated Rentals,
and (viii) Material Adverse Effect.

                                   ARTICLE II

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

         2.1 COMMITMENT. From and including the date of this Agreement and prior
to the Facility Termination Date, each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make Loans to the Borrower from time
to time in amounts not to exceed in the aggregate at any one time outstanding
the amount of its Commitment. Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow at any time prior to the Facility


                                       15
<PAGE>   22

Termination Date. The Commitments to lend hereunder shall expire on the Facility
Termination Date.

         2.2 REQUIRED PAYMENTS; TERMINATION. Any outstanding Advances and all
other unpaid Obligations shall be paid in full by the Borrower on the Facility
Termination Date.

         2.3 RATABLE LOANS. Each Advance hereunder shall consist of Loans made
from the several Lenders ratably in proportion to the ratio that their
respective Commitments bear to the Aggregate Commitment.

         2.4 TYPES OF ADVANCES. The Advances may be Floating Rate Advances
(which are Advances that bear interest, except as otherwise provided in Section
2.11, at the applicable Floating Rate) or Fixed Rate Advances (which are
Advances that bear interest, except as otherwise provided in Section 2.11, at
the applicable Eurodollar Rate or the applicable Money Market Interest Rate), or
a combination thereof, selected by the Borrower in accordance with Sections 2.8
and 2.9; provided, however, notwithstanding anything herein to the contrary, if
at any time there are Lenders under this Agreement other than Bank One, then the
Money Market Interest Rate shall be available for any Advance only with the
consent of each of the Lenders. The Borrower must provide notice to the Agent as
to the Type of Advance it wishes to select pursuant to Sections 2.8 and 2.9.

         2.5 FACILITY FEE; REDUCTIONS IN AGGREGATE COMMITMENT. The Borrower
agrees to pay to the Agent for the account of each Lender a facility fee of
0.18% per annum on the Aggregate Commitment (without regard to usage) from the
date hereof to and including the Facility Termination Date, payable on each
Payment Date hereafter and on the Facility Termination Date. The Borrower may
permanently reduce the Aggregate Commitment in whole, or in part ratably among
the Lenders in integral multiples of $5,000,000, upon at least five Business
Days' written notice to the Agent, which notice shall specify the amount of any
such reduction, provided, however, that the amount of the Aggregate Commitment
may not be reduced below the aggregate principal amount of the outstanding
Advances. All accrued facility fees shall be payable on the effective date of
any termination of the obligations of the Lenders to make Loans hereunder.

         2.6 MINIMUM AMOUNT OF EACH ADVANCE. Each Fixed Rate Advance shall be in
the minimum amount of $500,000 (and in multiples of $100,000 if in excess
thereof), and each Floating Rate Advance shall be in the minimum amount of
$100,000 (and in multiples of $100,000 if in excess thereof), provided, however,
that any Floating Rate Advance may be in the amount of the unused Aggregate
Commitment.

         2.7 OPTIONAL PRINCIPAL PAYMENTS. The Borrower may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances, or, in
a minimum aggregate amount of $100,000 or any integral multiple of $100,000 in
excess thereof, any portion of the outstanding Floating Rate Advances upon two
Business Days' prior notice to the Agent. The Borrower may from time to time
pay, subject to the payment of any funding indemnification amounts required by
Section 3.4 but without penalty or premium, all outstanding Fixed Rate Advances,
or, in a minimum aggregate amount of $500,000 or any integral multiple of
$100,000 in excess thereof, any portion of the outstanding Eurodollar Advances
upon three Business Days' prior notice to the Agent.


                                       16
<PAGE>   23

         2.8 METHOD OF SELECTING TYPES AND INTEREST PERIODS OR MONEY MARKET
INTEREST PERIODS FOR NEW ADVANCES. The Borrower shall select the Type of Advance
and, in the case of each Fixed Rate Advance, whether such Advance is a
Eurodollar Advance or Money Market Advance and the Interest Period or Money
Market Interest Period applicable thereto from time to time. The Borrower shall
give the Agent irrevocable notice (a "BORROWING NOTICE") not later than (a)
12:00 p.m. (Chicago time) on the Borrowing Date of each Money Market Advance,
(b) 10:00 a.m. (Chicago time) at least one Business Day before the Borrowing
Date of each Floating Rate Advance and (c) three Business Days before the
Borrowing Date for each Eurodollar Advance, specifying:

         (i) the Borrowing Date, which shall be a Business Day, of such Advance,

         (ii) the aggregate amount of such Advance,

         (iii) the Type of Advance selected, and

         (iv) in the case of each Fixed Rate Advance, the Interest Period or
Money Market Interest Period applicable thereto.

Not later than noon (Chicago time) on each Borrowing Date, each Lender shall
make available its Loan or Loans in funds immediately available in Chicago to
the Agent at its address specified pursuant to Article XIII. The Agent will make
the funds so received from the Lenders available to the Borrower at the Agent's
aforesaid address.

         2.9 CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES. Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into Fixed Rate Advances pursuant to this Section
2.9 or are repaid in accordance with Section 2.7. Each Fixed Rate Advance shall
continue as a Fixed Rate Advance of the same Type until the end of the then
applicable Interest Period or Money Market Interest Period therefor, at which
time such Fixed Rate Advance shall be automatically converted into a Floating
Rate Advance unless (x) such Fixed Rate Advance is or was repaid in accordance
with Section 2.7 or (y) the Borrower shall have given the Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the end of
such Interest Period, such Fixed Rate Advance continue as a Fixed Rate Advance
for the same or another Interest Period or Money Market Interest Period. Subject
to the terms of Section 2.6, the Borrower may elect from time to time to convert
all or any part of a Floating Rate Advance into a Fixed Rate Advance. The
Borrower shall give the Agent irrevocable notice (a "CONVERSION/CONTINUATION
NOTICE") of each conversion of a Floating Rate Advance into a Fixed Rate Advance
or continuation of a Fixed Rate Advance not later than 10:00 a.m. (Chicago time)
at least three Business Days prior to the date of the requested conversion or
continuation, specifying:

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

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


                                       17
<PAGE>   24

         (iii) the amount of such Advance which is to be converted into or
continued as a Fixed Rate Advance and the duration of the Interest Period or
Money Market Interest Period applicable thereto.

         2.10 CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is automatically converted from a
Fixed Rate Advance into a Floating Rate Advance pursuant to Section 2.9, to but
excluding the date it is paid or is converted into a Fixed Rate Advance pursuant
to Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such
day. 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 Fixed Rate shall bear interest on the outstanding
principal amount thereof from and including the first day of the Interest Period
or Money Market Interest Period applicable thereto to (but not including) the
last day of such Interest Period or Money Market Interest Period at the interest
rate determined by the Agent as applicable to such Fixed Rate Advance based upon
the Borrower's selections under Sections 2.8 and 2.9 and otherwise in accordance
with the terms hereof. No Interest Period or Money Market Interest Period may
end after the Facility Termination Date.

         2.11 RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to the
contrary contained in Section 2.8 or 2.9, during the continuance of a Default or
Unmatured Default the Required Lenders may, at their option, by notice to the
Borrower (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 as a Fixed Rate Advance. During the continuance of a
Default, the Required Lenders may, at their option, by notice to the Borrower
(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 (i) each Fixed Rate Advance
shall bear interest for the remainder of the applicable Interest Period or Money
Market Interest Period at the rate otherwise applicable to such Interest Period
or Money Market Interest Period plus 2% per annum and (ii) each Floating Rate
Advance shall bear interest at a rate per annum equal to the Floating Rate in
effect from time to time plus 2% per annum, provided that, during the
continuance of a Default under Section 7.6 or 7.7, the interest rates set forth
in clauses (i) and (ii) above shall be applicable to all Advances without any
election or action on the part of the Agent or any Lender.

         2.12 METHOD OF PAYMENT. All payments of the Obligations hereunder shall
be made, without setoff, deduction, or counterclaim, in immediately available
funds to the Agent at the Agent's address specified pursuant to Article XIII, or
at any other Lending Installation of the Agent specified in writing by the Agent
to the Borrower, by noon (local time) on the date when due and shall be applied
ratably by the Agent among the Lenders. 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 XIII 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 Borrower maintained with Bank One for each payment of
principal, interest and fees as it becomes due hereunder.

         2.13 NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.


                                       18
<PAGE>   25

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

         (ii) The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Type thereof and the Interest Period
or Money Market Interest Period with respect thereto, (b) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (c) the amount of any sum received by the
Agent hereunder from the Borrower and each Lender's share thereof.

         (iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Obligations
in accordance with their terms.

         (iv) Any Lender may request that its Loans be evidenced by a promissory
note in substantially the form of Exhibit E (a "NOTE"). In such event, the
Borrower shall execute and deliver to such Lender such a Note payable to the
order of such Lender. Thereafter, the Loans evidenced by such Note and interest
thereon shall at all times (including after any assignment pursuant to Section
12.3) be represented by one or more Notes payable to the order of the payee
named therein or any assignee pursuant to Section 12.3, except to the extent
that any such Lender or assignee subsequently returns any such Note for
cancellation and requests that such Loans once again be evidenced as described
in paragraphs (i) and (ii) above.

         2.14 TELEPHONIC NOTICES. The 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 in good faith believes to be acting on behalf of
the Borrower, it being understood that the foregoing authorization is
specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The 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.

         2.15 INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof, on any date on which
the Floating Rate Advance is prepaid, whether due to acceleration or otherwise,
and at maturity. Interest accrued on that portion of the outstanding principal
amount of any Floating Rate Advance converted into a Fixed Rate Advance on a day
other than a Payment Date shall be payable on the date of conversion. Interest
accrued on each Fixed Rate Advance shall be payable on the last day of its
applicable Interest Period or Money Market Interest Period, on any date on which
the Fixed Rate Advance is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on each Eurodollar Advance having an Interest Period
longer than three months shall also be payable on


                                       19
<PAGE>   26

the last day of each three-month interval during such Interest Period. Interest
and facility fees shall be calculated for actual days elapsed on the basis of a
360-day year. 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,
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.

         2.16 NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND
COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate 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 Fixed Rate Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

         2.17 LENDING INSTALLATIONS. Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Loans and any Notes issued hereunder shall be
deemed held by each Lender for the benefit of any such Lending Installation.
Each Lender may, by written notice to the Agent and the Borrower in accordance
with Article XIII, designate replacement or additional Lending Installations
through which Loans will be made by it and for whose account Loan payments are
to be made.

         2.18 NON-RECEIPT OF FUNDS BY THE AGENT. Unless the 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 (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the 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 the 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 (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Borrower, the interest rate applicable to the relevant Loan.

         2.19 EXTENSION OF FACILITY TERMINATION DATE. The Borrower may request
an extension of the Facility Termination Date by submitting a request for an
extension to the Agent (an "EXTENSION REQUEST") no more than 60 days prior to
the Facility Termination Date. The Extension Request must (i) specify the new
Facility Termination Date requested by the Borrower and the date (which must be
at least 30 days after the Extension Request is delivered to the Agent) as of
which the Lenders must respond to the Extension Request (the "RESPONSE DATE"),
and (ii) attach a revised Schedule 4 that includes Payment Dates for the period
from the Response Date through the new Facility Termination Date, which, upon
approval of the


                                       20
<PAGE>   27

Extension Request by the Lenders in accordance with the remainder of this
Section 2.19, shall be deemed an amendment to and substitution for the then
existing Schedule 4. The new Facility Termination Date shall be no more than 364
days after the Response Date, including the Response Date as one of the days in
the calculation of the days elapsed. Promptly upon receipt of an Extension
Request, the Agent shall notify each Lender of the contents thereof and shall
request each Lender to approve the Extension Request. Each Lender approving the
Extension Request shall deliver its written consent no later than the Response
Date. If the consent of each of the Lenders is received by the Agent, the
Facility Termination Date specified in the Extension Request and the new
Schedule 4 attached thereto shall become effective on the existing Facility
Termination Date and the Agent shall promptly notify the Borrower and each
Lender of the new Facility Termination Date and provide the same with a copy of
the new Schedule 4.

         2.20 REPLACEMENT OF LENDER. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Fixed Rate Advances shall be suspended pursuant to Section 3.3 (any Lender
so affected an "AFFECTED LENDER"), the Borrower may elect, if such amounts
continue to be charged or such suspension is still effective, to replace such
Affected Lender as a Lender party to this Agreement, provided that no Default or
Unmatured Default shall have occurred and be continuing at the time of such
replacement, and provided further that, concurrently with such replacement, (i)
another bank or other entity which is reasonably satisfactory to the Borrower
and the Agent shall agree, as of such date, to purchase for cash the Advances
and other Obligations due to the Affected Lender pursuant to an assignment
substantially in the form of Exhibit C and to become a Lender for all purposes
under this Agreement and to assume all obligations of the Affected Lender to be
terminated as of such date and to comply with the requirements of Section 12.3
applicable to assignments, and (ii) the Borrower shall pay to such Affected
Lender in same day funds on the day of such replacement (A) all interest, fees
and other amounts then accrued but unpaid to such Affected Lender by the
Borrower hereunder to and including the date of termination, including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount, if any, equal to the payment which would have been due to
such Lender on the day of such replacement under Section 3.4 had the Loans of
such Affected Lender been prepaid on such date rather than sold to the
replacement Lender.

                                 ARTICLE III .

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

         3.1 YIELD PROTECTION. 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 with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:


                                       21
<PAGE>   28

         (i)      subjects any Lender or any applicable Lending Installation to
                  any Taxes, or changes the basis of taxation of payments (other
                  than with respect to Excluded Taxes) to any Lender in respect
                  of its Fixed Rate Loans, 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 (other than reserves and
                  assessments taken into account in determining the interest
                  rate applicable to Fixed Rate Advances), or

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

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Fixed Rate Loans or
Commitment or to reduce the return received by such Lender or applicable Lending
Installation in connection with such Fixed Rate Loans or Commitment, then,
within 15 days of demand by such Lender, the Borrower shall pay such Lender such
additional amount or amounts as will compensate such Lender for such increased
cost or reduction in amount received.

         3.2 CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender determines the
amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Loans or its
Commitment to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy). "CHANGE" means (i) any change after the date
of this Agreement in the Risk-Based Capital Guidelines 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 any Lending Installation
or any corporation controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means
(i) the risk-based capital guidelines in effect in the United States on the date
of this Agreement, including transition rules, and (ii) the corresponding
capital regulations promulgated by regulatory authorities outside the United
States implementing the July 1988 report of the Basle Committee on Banking
Regulation and Supervisory Practices Entitled "International Convergence of
Capital Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

         3.3 AVAILABILITY OF TYPES OF ADVANCES. If any Lender determines that
maintenance of its Fixed Rate Loans at a suitable Lending Installation would
violate any applicable law, rule,


                                       22
<PAGE>   29

regulation, or directive, whether or not having the force of law, or if the
Required Lenders determine that (i) deposits of a type and maturity appropriate
to match fund Fixed Rate Advances are not available or (ii) the interest rate
applicable to Fixed Rate Advances does not accurately reflect the cost of making
or maintaining Fixed Rate Advances, then the Agent shall suspend the
availability of Fixed Rate Advances and require any affected Fixed Rate Advances
to be repaid or converted to Floating Rate Advances, subject to the payment of
any funding indemnification amounts required by Section 3.4.

         3.4 FUNDING INDEMNIFICATION. If any payment of a Fixed Rate Advance
occurs on a date which is not the last day of the applicable Interest Period or
Money Market Interest Period, whether because of acceleration, prepayment or
otherwise, or a Fixed Rate Advance is not made on the date specified by the
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 Fixed Rate Advance.

         3.5 TAXES.

         (i) All payments by the Borrower to or for the account of any Lender or
the Agent hereunder or under any Note shall be made free and clear of and
without deduction for any and all Taxes. If the Borrower shall be required by
law to deduct any Taxes from or in respect of any sum payable hereunder to any
Lender 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 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) the Borrower shall make such deductions, (c) the
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) the 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, the 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 from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note ("OTHER TAXES").

         (iii) The Borrower hereby agrees to indemnify the Agent 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 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 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 more Business Days after the date of this Agreement, (i)
deliver to each of the Borrower and the Agent two duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI, 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)


                                       23
<PAGE>   30

deliver to each of the Borrower 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 Borrower 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
Borrower 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 with respect to it and such Lender advises the Borrower 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 Borrower 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 Borrower 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 Borrower (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 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.


                                       24
<PAGE>   31

         3.6 LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Fixed Rate Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Fixed
Rate 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 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 the Borrower in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Fixed Rate Loan shall
be calculated as though each Lender funded its Fixed Rate Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in determining the interest 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 the Borrower of such written statement. The obligations of the
Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the
Obligations and termination of this Agreement.

                                   ARTICLE IV

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

         4.1 Intentionally Omitted.

         4.2 EACH ADVANCE. The Lenders shall not be required to make any Advance
unless on the applicable Borrowing Date:

         (i)   There exists no Default or Unmatured Default.

         (ii)  The representations and warranties contained in Article V are
               true and correct as of such Borrowing 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 Advance shall
               be satisfactory to the Lenders and their counsel.

         (iv)  With respect to the first Advance to be made after the Joinder
               Date, the Agent shall have received on or prior to such
               Borrowing Date those deliveries required under Section 6.21.

         Each Borrowing Notice with respect to each such Advance shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may
require a duly completed compliance certificate in substantially the form of
Exhibit B as a condition to making an Advance.


                                       25
<PAGE>   32

                                   ARTICLE V

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

         The Borrower represents and warrants to the Lenders that:

         5.1 EXISTENCE AND STANDING. Each of the Borrower 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. The Borrower has the power and
authority and legal right to execute and deliver the Loan Documents and to
perform its obligations thereunder. The execution and delivery by the Borrower
of the Loan Documents and the performance of its obligations thereunder have
been duly authorized by proper corporate proceedings, and the Loan Documents to
which the Borrower is a party constitute legal, valid and binding obligations of
the Borrower enforceable against the Borrower 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 Borrower 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 Borrower or any of its Subsidiaries or (ii) the Borrower'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
Borrower or any of its Subsidiaries is a party or is subject, or by which it, or
its Property, is bound, or conflict with or constitute a default thereunder, or
result in, or require, the creation or imposition of any Lien in, of or on the
Property of the Borrower or a Subsidiary pursuant to the terms of any such
indenture, instrument or agreement. No 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 Borrower or any of its Subsidiaries, is required to be obtained by the
Borrower 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 the Borrower of the Obligations or the legality, validity,
binding effect or enforceability of any of the Loan Documents.

         5.4 FINANCIAL STATEMENTS. The December 31, 1999 audited and the June
17, 2000 unaudited consolidated financial statements of the Borrower 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


                                       26
<PAGE>   33

financial condition and operations of the Borrower and its Subsidiaries at such
dates and the consolidated results of their operations for the periods then
ended.

         5.5 MATERIAL ADVERSE CHANGE. Since December 31, 1999 there has been no
change in the business, Property, prospects, condition (financial or otherwise)
or results of operations of the Borrower and its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect.

         5.6 TAXES. The Borrower 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 Borrower or any of its Subsidiaries, except such
taxes, if any, as 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. The United States income tax returns of the
Borrower and its Subsidiaries have been audited by the Internal Revenue Service
through the fiscal year ended December 31, 1993. No tax liens have been filed
and no claims are being asserted with respect to any such taxes. The charges,
accruals and reserves on the books of the Borrower and its Subsidiaries in
respect of any taxes or other governmental charges are adequate.

         5.7 LITIGATION AND CONTINGENT OBLIGATIONS. 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
Borrower 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 Loans. Other than any liability incident to any litigation, arbitration or
proceeding which could not reasonably be expected to have a Material Adverse
Effect, the Borrower has no material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

         5.8 SUBSIDIARIES. Schedule 2 contains an accurate list of all
Subsidiaries of the Borrower 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 Borrower 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 $10,000,000. Neither the Borrower nor any other member
of the Controlled Group has incurred, or is reasonably expected to incur, any
withdrawal liability to Multiemployer Plans in excess of $10,000,000 in the
aggregate. 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 Borrower 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.

         5.10 ACCURACY OF INFORMATION. No information, exhibit or report
furnished by the Borrower 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


                                       27
<PAGE>   34

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 Borrower and its
Subsidiaries which are subject to any limitation on sale, pledge, or other
restriction hereunder.

         5.12 MATERIAL AGREEMENTS. Neither the Borrower 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 Borrower 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.

         5.13 COMPLIANCE WITH LAWS. The Borrower 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. Except as set forth on Schedule 3, 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 6.14, to all of the
Property and assets reflected in the Borrower's most recent consolidated
financial statements provided to the Agent as owned by the Borrower and its
Subsidiaries.

         5.15 PLAN ASSETS; PROHIBITED TRANSACTIONS. The Borrower is not, and
Holdings will not be on and after the Joinder Date, 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 Loans 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 Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Borrower 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.


                                       28
<PAGE>   35

         5.17 INVESTMENT COMPANY ACT. Neither the Borrower 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.

         5.18 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower 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 POST-RETIREMENT BENEFITS. The present value of the expected cost
of post-retirement medical and insurance benefits payable by the Borrower and
its Subsidiaries, prior to the Joinder Date, and Holdings and its Subsidiaries,
on and after the Joinder Date, to its employees and former employees, as
estimated by the Borrower in accordance with procedures and assumptions deemed
reasonable by the Required Lenders, does not exceed $60,000,000.

         5.20 INSURANCE. The certificate signed by the President or Chief
Financial Officer of the Borrower, that attests to the existence and adequacy
of, and summarizes, the property and casualty insurance program carried by the
Borrower with respect to itself and its Subsidiaries and that has been furnished
by the Borrower to the Agent and the Lenders, is complete and accurate. This
summary includes the insurer's or insurers' name(s), policy number(s),
expiration date(s), amount(s) of coverage, type(s) of coverage, exclusion(s),
and deductibles. This summary also includes similar information, and describes
any reserves, relating to any self-insurance program that is in effect.

         5.21 SOLVENCY.

         (i) Immediately after the consummation of the transactions to occur on
the date hereof and immediately following the making of each Loan, if any, made
on the date hereof and after giving effect to the application of the proceeds of
such Loans, (a) the fair value of the assets of the Borrower and its
Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts
and liabilities, subordinated, contingent or otherwise, of the Borrower and its
Subsidiaries on a consolidated basis; (b) the present fair saleable value of the
Property of the Borrower and its Subsidiaries on a consolidated basis will be
greater than the amount that will be required to pay the probable liability of
the Borrower and its Subsidiaries on a consolidated basis on their debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) the Borrower and its
Subsidiaries on a consolidated basis will be able to pay their debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) the Borrower and its
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date
hereof; PROVIDED, HOWEVER, each reference to "Borrower and its Subsidiaries" in
this SECTION 5.21 shall mean "Holdings and its Subsidiaries" on and after the
Joinder Date.

         (ii) The Borrower does not intend to, or to permit any of its
Subsidiaries to, and does not believe that it or any of its Subsidiaries will,
incur debts beyond its ability to pay such debts as they mature, taking into
account the timing of and amounts of cash to be received by it or any


                                       29
<PAGE>   36

such Subsidiary and the timing of the amounts of cash to be payable on or in
respect of its Indebtedness or the Indebtedness of any such Subsidiary.

                                   ARTICLE VI

                                    COVENANTS
                                    ---------

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

         6.1 FINANCIAL REPORTING. The Borrower, prior to the Joinder Date, and
Holdings, on and after the Joinder Date, will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and the Borrower, prior to the
Joinder Date, and Holdings, on and after the Joinder Date, will furnish to the
Lenders:

         (i)      Within 120 days after the close of each of its fiscal years,
                  an unqualified audit report certified by independent certified
                  public accountants acceptable to the Lenders, 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.

         (ii)     Within 60 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 or
                  Treasurer.

         (iii)    Together with the financial statements required under Sections
                  6.1(i) and (ii), the Borrower, prior to the Joinder Date, and
                  Holdings, on and after the Joinder Date, will deliver a
                  compliance certificate in substantially the form of Exhibit B
                  signed by its Chief Financial Officer or Treasurer 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.


                                       30
<PAGE>   37

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

(vi)              As soon as possible and in any event within 10 days after
                  receipt by the 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 Borrower 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 Borrower or Holdings, 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 Borrower or any of its Subsidiaries, or
                  Holdings, 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 Borrower will, and will cause each Subsidiary
to, use the proceeds of the Advances for general corporate purposes. The
Borrower 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 Borrower 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, which could reasonably be expected to have a Material Adverse Effect.

         6.4 CONDUCT OF BUSINESS. The Borrower 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 Borrower, and on and after the Joinder Date, each of the
Borrower and Holdings 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


                                       31
<PAGE>   38

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.

         6.6 INSURANCE. The Borrower 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 Borrower will furnish to any Lender upon
request full information as to the insurance carried.

         6.7 COMPLIANCE WITH LAWS. The Borrower, and on and after the Joinder
Date, each of the Borrower and Holdings 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.

         6.8 MAINTENANCE OF PROPERTIES. The Borrower 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, 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 Borrower, and on and after the Joinder Date, each
of the Borrower and Holdings 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 Borrower and
each Subsidiary, and on and after the Joinder Date, Holdings and each
Subsidiary, to examine and make copies of the books of accounts and other
financial records of the Borrower and each Subsidiary, and on and after the
Joinder Date, Holdings and each Subsidiary, and to discuss the affairs, finances
and accounts of the Borrower and each Subsidiary, and on and after the Joinder
Date, Holdings 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.

         6.10 INDEBTEDNESS. The Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

         (i)   The Loans.

         (ii)  Indebtedness existing on the date hereof and described in
               Schedule 3.

         (iii) Indebtedness arising under Rate Management Transactions not
               prohibited by Section 6.18.

         (iv)  Indebtedness arising in connection with transactions permitted
               by Section 6.12(iii).

         (v)   secured or unsecured purchase money Indebtedness (including
               Capitalized Leases) incurred by the Borrower or any of its
               Subsidiaries after the Closing Date to finance the acquisition
               of fixed assets, if: (1) at the time of such incurrence, no
               Default or Unmatured Default has occurred and is continuing or
               would result


                                       32
<PAGE>   39

               from such incurrence, (2) such Indebtedness has a scheduled
               maturity and is not due on demand, (3) such Indebtedness does not
               exceed the lower of the fair market value or the cost of the
               applicable fixed assets on the date acquired, (4) such
               Indebtedness does not exceed $150,000,000 in the aggregate
               outstanding at any time, and (5) any Lien securing such
               Indebtedness is permitted under Section 6.14 (such Indebtedness
               being referred to herein as "PERMITTED PURCHASE MONEY
               INDEBTEDNESS").

         (vi)  Indebtedness in respect of obligations secured by Customary
               Permitted Liens.

         (vii) Indebtedness that is incurred or otherwise assumed in connection
               with a Permitted Acquisition and which, in the aggregate, does
               not exceed $10,000,000.

         6.11 MERGER. Prior to the Joinder Date, neither the Borrower nor any of
its Subsidiaries shall enter into any merger or consolidation, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), or convey,
lease, sell, transfer or otherwise dispose of, in one transaction or series of
transactions, all or substantially all of the Borrower's or any such
Subsidiary's business or property, whether now or hereafter acquired, except (i)
transactions permitted under Sections 6.12 or 6.13 and after which the Borrower
and its Subsidiaries remain in compliance with Section 6.4, and (ii) a
Subsidiary of the Borrower may be merged into, liquidated into or consolidated
with the Borrower (in which case the Borrower shall be the surviving
corporation) or any Wholly-Owned Subsidiary of the Borrower. On and after the
Joinder Date, neither Holdings nor any of its Subsidiaries shall enter into any
merger or consolidation, or liquidate, wind-up or dissolve (or suffer any
liquidation or dissolution), or convey, lease, sell, transfer or otherwise
dispose of, in one transaction or series of transactions, all or substantially
all of Holdings's or any such Subsidiary's business or property, whether now or
hereafter acquired, except (i) transactions permitted under Sections 6.12 or
6.13 or elsewhere under this Agreement and after which Holdings and its
Subsidiaries remain in compliance with Section 6.4, and (ii) a Subsidiary of
Holdings or the Borrower may be merged into, liquidated into or consolidated
with the Borrower (in which case the Borrower shall be the surviving
corporation) or any Wholly-Owned Subsidiary of the Borrower.

         6.12 SALE OF ASSETS. The Borrower 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 and equipment in the ordinary course of
               business.

         (ii)  Leases, sales or other dispositions of its Property that,
               together with all other Property of the Borrower 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 Borrower
               and its Subsidiaries.

         (iii) Any transfer of an interest in accounts receivable or notes
               receivable on a limited recourse basis, provided that such
               transfer qualifies as a sale under Agreement Accounting
               Principles and that Receivables Facility Attributed Indebtedness
               in


                                       33
<PAGE>   40

               connection with such financing does not exceed $300,000,000 at
               any one time outstanding.

         (iv)  Any transfer by the Borrower to Holdings of all or any part of
               the LLC Investment.

         6.13 INVESTMENTS AND ACQUISITIONS. Except as provided below, the
Borrower 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 other Investments in
               existence on the date hereof and described in Schedule 2.

         (iii) The LLC Investment.

         The Borrower may create, acquire in a Permitted Acquisition or
capitalize any Subsidiary (a "NEW Subsidiary") after the date hereof if (i) no
Default or Unmatured Default shall have occurred and be continuing or would
result therefrom; and (ii) after such creation, acquisition or capitalization,
all of the representations and warranties contained herein shall be true and
correct.

         Without in any way limiting the foregoing, the Borrower shall not and
shall not permit any of its Subsidiaries to make any Acquisitions, other than
Acquisitions meeting the following requirements or otherwise approved by the
Required Lenders (each such Acquisition constituting a "PERMITTED ACQUISITION"):

         (a)   no Default or Unmatured Default shall have occurred and be
               continuing or would result from such Acquisition or the
               incurrence of any Indebtedness in connection therewith, and all
               of the representations and warranties contained herein shall be
               true and correct on and as of the date such Acquisition with the
               same effect as though made on and as of such date;

         (b)   the purchase is consummated pursuant to a negotiated acquisition
               agreement on a non-hostile basis pursuant to an acquisition
               agreement approved by the board of directors or other applicable
               governing body of the seller prior to the commencement thereof;

         (c)   after consummation of the proposed Acquisition, the Borrower and
               its Subsidiaries shall be in compliance with Section 6.4; and

         (d)   prior to each such Acquisition, the Borrower shall determine that
               after giving effect to such Acquisition and the incurrence of any
               Indebtedness permitted by Section 6.10 in connection therewith,
               on a pro forma basis using historical audited and reviewed
               unaudited financial statements obtained from the seller, broken
               down by fiscal quarter in the Borrower's reasonable judgment, as
               if the


                                       34
<PAGE>   41

               Acquisition and such incurrence of Indebtedness had occurred on
               the first day of the twelve-month period ending on the last day
               of the Borrower's most recently completed fiscal quarter, the
               Borrower would have been in compliance with the financial
               covenants in Section 6.19 and not otherwise in Default.


         6.14 LIENS. The Borrower 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
Borrower or any of its Subsidiaries, except:


         (i)   Customary Permitted Liens;

         (ii)  Liens existing on the date hereof and described in Schedule 3;

         (iii) Liens incurred in connection with any transfer of an interest in
               accounts receivable or notes receivable which is permitted
               pursuant to Section 6.12(iii); and

         (iv)  purchase money Liens (including the interest of a lessor under a
               Capitalized Lease and Liens to which any property is subject at
               the time of the Borrower's acquisition thereof) securing
               Permitted Purchase Money Indebtedness; provided, that such Liens
               shall not apply to any property of the Borrower or any of its
               Subsidiaries other than that purchased or subject to such
               Capitalized Lease.

         In addition, neither the Borrower nor any of its Subsidiaries shall
become party to any agreement, note, indenture or other instrument, or take any
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of the Agent for the benefit of itself and the Lenders, as
collateral for the Obligations; provided, that, any agreement, note, indenture
or other instrument in connection with Permitted Purchase Money Indebtedness
(including Capitalized Leases) may prohibit the creation of a Lien in favor of
the Agent for the benefit of itself and the Lenders on the items of property
obtained with the proceeds of such Permitted Purchase Money Indebtedness.

         6.15 AFFILIATES. The Borrower 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, including Holdings, except in the ordinary course of
business and pursuant to the reasonable requirements of the Borrower's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Borrower or such Subsidiary than the Borrower or such Subsidiary would
obtain in a comparable arms-length transaction.

         6.16 SALE OF ACCOUNTS. The Borrower will not, nor will it permit any
Subsidiary to, sell or otherwise dispose of any notes receivable or accounts
receivable, with or without recourse except to the extent permitted by Section
6.12(iii).

         6.17 CONTINGENT OBLIGATIONS. Neither the Borrower nor any of its
Subsidiaries shall directly or indirectly create or become or be liable with
respect to any Contingent Obligation, except: (i) recourse obligations resulting
from endorsement of negotiable instruments for collection in the ordinary course
of business; (ii) Permitted Existing Contingent Obligations; (iii)


                                       35
<PAGE>   42

obligations, warranties, guaranties and indemnities, not relating to
Indebtedness of any Person, which have been or are undertaken or made in the
ordinary course of business and not for the benefit of or in favor of an
Affiliate of the Borrower or such Subsidiary; and (iv) Contingent Obligations
with respect to surety, appeal and performance bonds obtained by the Borrower or
any Subsidiary in the ordinary course of business.

         6.18 FINANCIAL CONTRACTS. The Borrower will not, nor will it permit any
Subsidiary to, enter into or remain liable upon any Financial Contract, except
Rate Management Transactions entered into by the Borrower or its Subsidiaries
pursuant to which the Borrower or such Subsidiary has hedged its or its
Subsidiaries reasonably estimated interest rate exposure and which are of a
non-speculative nature.

         6.19 FINANCIAL COVENANTS.

              6.19.1 FIXED CHARGE COVERAGE RATIO. The Borrower, prior to the
         Joinder Date, and Holdings, on and after the Joinder Date, will not
         permit the ratio, determined as of the end of each of its fiscal
         quarters for the then most-recently ended four fiscal quarters, of (i)
         Consolidated EBITDAR to (ii) Consolidated Interest Expense, plus
         Consolidated Rentals, plus current maturities of principal
         Indebtedness, all calculated for (x) the Borrower and its Subsidiaries
         on a consolidated basis prior to the Joinder Date and (y) Holdings and
         its Subsidiaries on a consolidated basis on and after the Joinder Date,
         to be less than 2.50 to 1.0.

              6.19.2 LEVERAGE RATIO. The Borrower, prior to the Joinder Date,
         and Holdings, on and after the Joinder Date, will not permit the ratio,
         determined as of the end of each of its fiscal quarters, of (i)
         Consolidated Funded Indebtedness to (ii) Consolidated EBITDAR for the
         then most-recently ended four fiscal quarters to be greater than 2.50
         to 1.0.

              6.19.3 MINIMUM TANGIBLE NET WORTH. The Borrower, prior to the
         Joinder Date, and Holdings, on and after the Joinder Date, will at all
         times maintain Consolidated Tangible Net Worth of not less than the sum
         of (i) $220,000,000 plus (ii) 50% of Consolidated Net Income earned in
         each fiscal year beginning with the fiscal year ending December 31,
         2000 (without deduction for losses).

         6.20 SUBSIDIARY GUARANTY. The Borrower shall not permit, as of any date
of determination, (a) the total assets of Subsidiaries which are not Subsidiary
Guarantors to exceed 30% of the consolidated assets of the Borrower and its
Subsidiaries or (b) the EBITDAR of Subsidiaries which are not Subsidiary
Guarantors to exceed 30% of Consolidated EBITDAR; PROVIDED, that calculations of
EBITDAR and Consolidated EBITDAR under this SECTION 6.20 shall be made solely
with respect to the Borrower and its Subsidiaries.

         6.21 CERTAIN PARTIES TO JOIN IN AGREEMENTS. Immediately following the
consummation of the Holding Company Reorganization, Holdings shall (i) execute
and deliver to the Agent the Parent Guaranty attached hereto as EXHIBIT F-2
pursuant to which Holdings shall guaranty the Obligations, (ii) execute and
deliver to the Agent the Holdings Joinder Agreement attached hereto as Exhibit
H, pursuant to which Holdings shall become a party to this Agreement, and (iii)


                                       36
<PAGE>   43
deliver to the Agent a copy of its organizational documents certified the
secretary or assistant secretary thereof and, where possible, the Secretary of
State of Delaware.

         6.22 OTHER GUARANTY. On and after the Joinder Date, Holdings shall not
permit (a) the total assets of Subsidiaries that are not Subsidiaries of the
Borrower and that have not entered into an Other Guaranty to exceed 30% of the
consolidated assets of Holdings and its Subsidiaries or (b) the EBITDAR of
Subsidiaries that are not Subsidiaries of the Borrower and that have not entered
into an Other Guaranty to exceed 30% of Consolidated EBITDAR for Holdings and
its Subsidiaries.

         6.23 RESTRICTED PAYMENTS. Neither the Borrower nor its Subsidiaries
shall (i) declare or make any dividend or other distribution, directly or
indirectly, on account of any of its capital stock that is owned or otherwise
controlled by Holdings, or in options, warrants or other rights to purchase such
capital stock, (ii) redeem, retire, purchase or acquire for value its capital
stock owned or otherwise controlled by Holdings that is now or hereafter
outstanding, other than in exchange for, or out of the proceeds of, the
substantially concurrent sale (other than to an Affiliate) of other shares of
its capital stock, and (iii) redeem, purchase, retire, defease, prepay or
otherwise acquire any Indebtedness other than the Obligations or as otherwise
permitted under the Agreement (those actions and events listed in clauses (i),
(ii), and (iii), "Restricted Payments"), if the aggregate amount of such
Restricted Payments at any time exceeds the greater of 50% of Consolidated Net
Income and $12,500,000; PROVIDED, HOWEVER, that neither the Borrower nor any
Subsidiary shall make any Restricted Payment following the occurrence and during
the continuance of a Default under SECTION 7.2 or any of SECTIONS 6.19.1, 6.19.2
and 6.19.3. Notwithstanding the foregoing, the Borrower and its Subsidiaries may
(i) at any time distribute those amounts owed by them to Holdings in connection
with any tax obligations incurred by them and satisfied pursuant to a tax
sharing arrangement among Holdings, the Borrower, and its Subsidiaries in form
and substance acceptable to the Required Lenders and (ii) at any time provided
no Default or Unmatured Default has occurred and is continuing, distribute from
time to time amounts to Holdings in connection with the LLC Investment, so long
as such amounts do not exceed $20,000,000 in the aggregate.

         6.24 SUBSIDIARY DIVIDENDS. Except as may be contained in this
Agreement, neither the Borrower nor any Subsidiary thereof shall permit or
otherwise allow any such Subsidiary to restrict, limit or prohibit such
Subsidiary's ability to declare or make any dividend or other distribution,
directly or indirectly, on account of any of such Subsidiary's capital stock (or
options, warrants or other rights to purchase such capital stock).



                                       37
<PAGE>   44

                                  ARTICLE VII

                                    DEFAULTS

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

         7.1 BREACH OF REPRESENTATIONS AND WARRANTIES. Any representation or
warranty made or deemed made by or on behalf of the Borrower or any of its
Subsidiaries to the Lenders or the Agent under or in connection with this
Agreement, any Loan, 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.

         7.2 PAYMENT DEFAULT. Nonpayment of principal of any Loan when due, or
nonpayment of interest upon any Loan or of any facility fee or other obligations
under any of the Loan Documents within five days after the same becomes due.

         7.3 CERTAIN COVENANT DEFAULTS. The breach by the Borrower of any of the
terms or provisions of Article VI Section 6.2, 6.10, 6.10, 6.11, 6.12, 6.13,
6.14, 6.15, 6.16, 6.17, 6.18, 6.19 (Financial Covenants), 6.20, 6.21. 6.22 or
6.23.

         7.4 OTHER COVENANT DEFAULTS. The breach by the 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
fifteen (15) days after written notice from the Agent or any Lender or the
Borrower knew or should have known of the existence of such breach.

         7.5 CROSS DEFAULT TO MATERIAL INDEBTEDNESS. Failure of the Borrower or
any of its Subsidiaries to pay when due any Indebtedness aggregating in excess
of $10,000,000 ("MATERIAL INDEBTEDNESS"); or the default by the Borrower 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 Borrower 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 Borrower 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 INSOLVENCY RELATED DEFAULTS. The Borrower or any of its
Subsidiaries or Holdings 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


                                       38
<PAGE>   45

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 INVOLUNTARY PROCEEDINGS. Without the application, approval or
consent of the Borrower or any of its Subsidiaries or Holdings, a receiver,
trustee, examiner, liquidator or similar official shall be appointed for the
Borrower or any of its Subsidiaries or Holdings or any Substantial Portion of
its Property, or a proceeding described in Section 7.6(iv) shall be instituted
against the Borrower or any of its Subsidiaries or Holdings and such appointment
continues undischarged or such proceeding continues undismissed or unstayed for
a period of 30 consecutive days.

         7.8 TAKINGS. 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 Borrower and its Subsidiaries which, when
taken together with all other Property of the Borrower 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 JUDGMENT DEFAULTS. The Borrower 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 $10,000,000 (or the
equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or
(ii) 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 UNFUNDED LIABILITIES. The Unfunded Liabilities of all Single
Employer Plans shall exceed in the aggregate $10,000,000 or any Reportable Event
shall occur in connection with any Plan.

         7.11 WITHDRAWAL LIABILITIES. The Borrower or any other member of the
Controlled Group shall have been notified by the sponsor of a Multiemployer Plan
that it has incurred withdrawal liability to such Multiemployer Plan in an
amount which, when aggregated with all other amounts required to be paid to
Multiemployer Plans by the Borrower or any other member of the Controlled Group
as withdrawal liability (determined as of the date of such notification) could
be reasonably to have a Material Adverse Effect

         7.12 MULTIEMPLOYER PLAN REORGANIZATION. The Borrower or any other
member of the Controlled Group shall have been notified by the sponsor of a
Multiemployer Plan that such Multiemployer Plan is in reorganization or is being
terminated, within the meaning of Title IV of ERISA, if as a result of such
reorganization or termination the aggregate annual contributions of the Borrower
and the other members of the Controlled Group (taken as a whole) to all
Multiemployer Plans which are then in reorganization or being terminated have
been or will be increased over the amounts contributed to such Multiemployer
Plans for the respective plan years of each such Multiemployer Plan immediately
preceding the plan year in which the reorganization or termination occurs by an
amount which could be reasonably expected to have a Material Adverse Effect.


                                       39
<PAGE>   46

         7.13 ENVIRONMENTAL DEFAULTS. The Borrower or any of its Subsidiaries
shall (i) be the subject of any proceeding or investigation pertaining to the
release by the Borrower, 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.

         7.14 CHANGE IN CONTROL. Any Change in Control shall occur.

         7.15 BREACH UNDER OTHER LOAN DOCUMENTS. The occurrence of any
"default", as defined in any Loan Document (other than this Agreement) or the
breach of any of the terms or provisions of any Loan Document (other than this
Agreement), which default or breach continues beyond any period of grace therein
provided.

         7.16 RATE MANAGEMENT CONTRACT VIOLATION. Nonpayment by the Borrower or
any Subsidiary of any Rate Management Obligation when due or the breach by the
Borrower or any Subsidiary of any term, provision or condition contained in any
Rate Management Transaction.

         7.17 PLAN ASSET DEFAULT. The representations and warranties set forth
in Section 5.15 ("Plan Assets; Prohibited Transactions") shall at any time not
be true and correct.

         7.18 DEFAULT UNDER OTHER MATERIAL CONTRACTS. The Borrower or any
Subsidiary shall fail to pay when due any Operating Lease Obligation,
reimbursement obligation with respect to a Letter of Credit, obligation under a
Sale and Leaseback Transaction or Contingent Obligation aggregating in excess of
$10,000,000.

         7.19 GUARANTY INVALIDITY, UNENFORCEABILITY; GUARANTOR FAILURE. The
Guaranty shall fail to remain in full force and effect with respect to each
Guarantor or any action shall be taken to discontinue or to assert the
invalidity or unenforceability of the Guaranty, or any Guarantor shall fail to
comply with any of the terms and provisions of the Guaranty, or any Guarantor
shall deny that it has any further liability under the Guaranty, or shall give
notice to such effect.

         7.20 HOLDINGS INVESTMENTS AND ACTIVITIES. Holdings shall (i) make any
Investment other than (a) Investments in the Borrower or its Subsidiaries, (b)
the LLC Investment, (c) other Investments up to an aggregate amount not to
exceed $10,000,000 so long as no Default or Unmatured Default has occurred and
is continuing and (d) Investments in Cash Equivalent Investments, (ii) engage
directly or indirectly (other than indirectly as a result of its ownership of
the capital stock of the Borrower or its Subsidiaries or any Investment
permitted by this Agreement) in any operating business or other activities other
than the ownership of the capital stock of the Borrower and its Affiliates and
the ownership of certain other Investments permitted by this Agreement and the
activities incidental thereto, or (iii) make any Acquisition or otherwise gain
control of any Person other than the Acquisition of a Person engaged in an
operating business substantially similar to the Borrower's business.

         7.21 PLEDGE OF BORROWER'S CAPITAL STOCK. Holdings shall pledge,
hypothecate, encumber or otherwise create, incur, assume or suffer to exist any
Lien (other than any Customary Permitted Lien) upon or with respect to any
capital stock of the Borrower.


                                       40
<PAGE>   47

                                  ARTICLE VIII

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

         8.1 ACCELERATION. If any Default described in Section 7.6 or 7.7 occurs
with respect to Holdings or the Borrower, the obligations of the Lenders to make
Loans hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of
the Agent or any Lender. If any other Default occurs, the Required Lenders (or
the Agent with the consent of the Required Lenders) may terminate or suspend the
obligations of the Lenders to make Loans hereunder, or declare the Obligations
to be due and payable, or both, whereupon the Obligations shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which the Borrower hereby expressly waives.

                  If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall so direct, the
Agent shall, by notice to the Borrower, rescind and annul such acceleration
and/or termination.

         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 Borrower 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 Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement shall,
without the consent of all of the Lenders:

         (i)   Extend the final maturity of any Loan or forgive all or any
               portion of the principal amount thereof, or reduce the rate or
               extend the time of payment of interest or fees thereon.

         (ii)  Reduce the percentage specified in the definition of Required
               Lenders.

         (iii) Extend the Facility Termination Date, or reduce the amount or
               extend the payment date for, the mandatory payments required
               under Section 2.2, or increase the amount of the Commitment of
               any Lender hereunder, or permit the Borrower to assign its rights
               under this Agreement.

         (iv)  Amend this Section 8.2.

         No amendment of any provision of this Agreement relating to the Agent
shall be effective without the written consent of the Agent. The Agent may waive
payment of the fee required under Section 12.3.2 without obtaining the consent
of any other party to this Agreement. Notwithstanding any of the foregoing,
Schedule 4 attached hereto may be amended in accordance with the provisions of
Section 2.19.


                                       41
<PAGE>   48

         8.3 PRESERVATION OF RIGHTS. No delay or omission of the Lenders 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 Loan notwithstanding the existence of a Default or the inability of
the Borrower to satisfy the conditions precedent to such Loan shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the 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 and the Lenders until the Obligations have been paid in
full.

                                   ARTICLE IX

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

         9.1 SURVIVAL OF REPRESENTATIONS. All representations and warranties of
the Borrower contained in this Agreement shall survive the making of the Loans
herein contemplated.

         9.2 GOVERNMENTAL REGULATION. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         9.3 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.

         9.4 ENTIRE AGREEMENT. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Agent and the Lenders and supersede
all prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof.

         9.5 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 9.6, 9.10 and 10.11 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.

         9.6 EXPENSES; INDEMNIFICATION.

         (i) The Borrower shall reimburse the Agent and the Arranger for any
costs, internal charges and out-of-pocket expenses (including 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


                                       42
<PAGE>   49

Arranger in connection with the preparation, negotiation, execution, delivery,
syndication, distribution (including, without limitation, via the internet),
review, amendment, modification, and administration of the Loan Documents. The
Borrower also agrees to reimburse the Agent, the Arranger and the Lenders for
any costs, internal charges and out-of-pocket expenses (including attorneys'
fees and time charges of attorneys for the Agent, the Arranger and the Lenders,
which attorneys may be employees of the Agent, the Arranger or the Lenders) paid
or incurred by the Agent, the Arranger or any Lender in connection with the
collection and enforcement of the Loan Documents.

         (ii) The Borrower hereby further agrees to indemnify the Agent, the
Arranger, each Lender, their respective affiliates, and each of their directors,
officers and employees against all losses, claims, damages, penalties,
judgments, liabilities and expenses (including, without limitation, all expenses
of litigation or preparation therefor whether or not the Agent, the Arranger,
any Lender or any affiliate 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 Loan 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 the gross negligence or willful
misconduct of the party seeking indemnification. The obligations of the Borrower
under this Section 9.6 shall survive the termination of this Agreement.

         9.7 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.

         9.8 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. If any changes in generally accepted accounting principles are
hereafter required or permitted and are adopted by the Borrower or any of its
Subsidiaries with the agreement of its independent certified public accountants
and such changes result in a change in the method of calculation of any of the
financial covenants, tests, restrictions or standards herein or in the related
definitions or terms used therein ("ACCOUNTING CHANGES"), the parties hereto
agree, at the Borrower's request, to enter into negotiations, in good faith, in
order to amend such provisions in a credit neutral manner so as to reflect
equitably such changes with the desired result that the criteria for evaluating
the Borrower's and its Subsidiaries' financial condition shall be the same after
such changes as if such changes had not been made; provided, however, until such
provisions are amended in a manner reasonably satisfactory to the Administrative
Agent and the Required Lenders, no Accounting Change shall be given effect in
such calculations and all financial statements and reports required to be
delivered hereunder shall be prepared in accordance with Agreement Accounting
Principles without taking into account such Accounting Changes. In the event
such amendment is entered into, all references in this Agreement to Agreement
Accounting Principles shall mean generally accepted accounting principles as of
the date of such amendment.

         9.9 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


                                       43
<PAGE>   50

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.

         9.10 NONLIABILITY OF LENDERS. The relationship between the Borrower on
the one hand and the Lenders and the Agent on the other hand shall be solely
that of borrower and lender. Neither the Agent, the Arranger nor any Lender
shall have any fiduciary responsibilities to the Borrower. Neither the Agent,
the Arranger nor any Lender undertakes any responsibility to the Borrower to
review or inform the Borrower of any matter in connection with any phase of the
Borrower's business or operations. The Borrower agrees that neither the Agent,
the Arranger nor any Lender shall have liability to the Borrower (whether
sounding in tort, contract or otherwise) for losses suffered by the 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 nor any Lender
shall have any liability with respect to, and the Borrower hereby waives,
releases and agrees not to sue for, any special, indirect, consequential or
punitive damages suffered by the Borrower in connection with, arising out of, or
in any way related to the Loan Documents or the transactions contemplated
thereby.

         9.11 CONFIDENTIALITY. Each Lender agrees to hold any confidential
information which it may receive from the 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 12.4.

         9.12 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 Loans provided
for herein.

         9.13 DISCLOSURE. The Borrower and each Lender hereby acknowledge and
agree that Bank One and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with the Borrower and its
Affiliates.

         9.14 SUBORDINATION OF INTERCOMPANY INDEBTEDNESS. The Borrower agrees
that any and all claims against Holdings or any of its Subsidiaries that is a
Guarantor or otherwise guarantees any "Intercompany Indebtedness" (as
hereinafter defined), any endorser, obligor or any other guarantor of all or any
part of the Obligations, or against any of its properties shall be subordinate
and subject in right of payment to the prior payment, in full and in cash, of
all Obligations. Notwithstanding any right of the Borrower to ask, demand, sue
for, take or receive any payment from Holdings or any Guarantor, all rights,
liens and security interests of the Borrower, whether now or hereafter arising
and howsoever existing, in any assets of Holdings or any Guarantor (whether
constituting part of collateral given to any Lender or the Agent to secure



                                       44
<PAGE>   51

payment of all or any part of the Obligations or otherwise) shall be and are
subordinated to the rights of the Lender and the Agent in those assets. The
Borrower shall not have any right to possession of any such asset or to
foreclose upon any such asset, whether by judicial action or otherwise, unless
and until all of the Obligations (other than contingent indemnity obligations)
shall have been fully paid and satisfied (in cash) and all financing
arrangements pursuant to any Loan Document among the Borrower and the Lenders
have been terminated. If all or any part of Holdings or the assets of any
Guarantor, or the proceeds thereof, are subject to any distribution, division or
application to the creditors of Holdings or such Guarantor, whether partial or
complete, voluntary or involuntary, and whether by reason of liquidation,
bankruptcy, arrangement, receivership, assignment for the benefit of creditors
or any other action or proceeding, or if the business of Holdings or any such
Guarantor is dissolved or if substantially all of the assets of Holdings or any
such Guarantor are sold, then, and in any such event (such events being herein
referred to as an "INSOLVENCY Event"), any payment or distribution of any kind
or character, either in cash, securities or other property, which shall be
payable or deliverable upon or with respect to any indebtedness of Holdings or
any Guarantor to the Borrower ("INTERCOMPANY INDEBTEDNESS") shall be paid or
delivered directly to the Agent for application on any of the Obligations, due
or to become due, until such Obligations (other than contingent indemnity
obligations) shall have first been fully paid and satisfied (in cash). Should
any payment, distribution, security or instrument or proceeds thereof be
received by the Borrower upon or with respect to the Intercompany Indebtedness
after any Insolvency Event and prior to the satisfaction of all of the
Obligations (other than contingent indemnity obligations) and the termination of
all financing arrangements pursuant to any Loan Document among the Borrower and
the Lenders, the Borrower shall receive and hold the same in trust, as trustee,
for the benefit of the Lenders and shall forthwith deliver the same to the
Agent, for the benefit of the Lenders, in precisely the form received (except
for the endorsement or assignment of the Borrower where necessary), for
application to any of the Obligations, due or not due, and, until so delivered,
the same shall be held in trust by the Borrower as the property of the Lenders.
If the Borrower fails to make any such endorsement or assignment to the Agent,
the Agent or any of its officers or employees is irrevocably authorized to make
the same. The Borrower agrees that until the Obligations (other than the
contingent indemnity obligations) have been paid in full (in cash) and satisfied
and all financing arrangements pursuant to any Loan Document among the Borrower
and the Lenders have been terminated, the Borrower will not assign or transfer
to any Person (other than the Agent) any claim the Borrower has or may have
against Holdings or any Guarantor.

                                   ARTICLE X

                                    THE AGENT
                                    ---------

         10.1 APPOINTMENT; NATURE OF RELATIONSHIP. Bank One, NA 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


                                       45
<PAGE>   52

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.

         10.2 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.

         10.3 GENERAL IMMUNITY. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, 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.

         10.4 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 the 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 Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

         10.5 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


                                       46
<PAGE>   53

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.

         10.6 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.

         10.7 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.

         10.8 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 Borrower for which the Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other 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 10.8, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section 10.8 shall survive
payment of the Obligations and termination of this Agreement.

         10.9 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


                                       47
<PAGE>   54

Default or Unmatured Default 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.

         10.10 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 Borrower or
any of its Subsidiaries in which the Borrower or such Subsidiary is not
restricted hereby from engaging with any other Person. The Agent, in its
individual capacity, is not obligated to remain a Lender.

         10.11 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 Borrower 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.

         10.12 SUCCESSOR AGENT. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, 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 Borrower 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 Borrower and the Lenders, a
successor Agent. Notwithstanding the previous sentence, the Agent may at any
time without the consent of the Borrower 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 Borrower
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


                                       48
<PAGE>   55

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 10.12, then the term "Prime Rate" as used in this
Agreement shall mean the prime rate, base rate or other analogous rate of the
new Agent.

         10.13 DELEGATION TO AFFILIATES. The Borrower 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 XI

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

         11.1 SETOFF. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if the 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 the Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part thereof, shall then be due.

         11.2 RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
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 Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its 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 Loans. In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.

                                  ARTICLE XII

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

         12.1 SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with Section 12.3. The parties to this Agreement acknowledge that clause (ii) of
this Section 12.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, (x) any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank or


                                       49
<PAGE>   56

(y) in the case of a Lender which is a fund, any pledge or assignment of all or
any portion of its rights under this Agreement and any Note to its trustee in
support of its obligations to its trustee; provided, however, that no such
pledge or assignment creating a security interest shall release the transferor
Lender from its obligations hereunder unless and until the parties thereto have
complied with the provisions of Section 12.3. 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 12.3;
provided, however, that the Agent may in its discretion (but shall not be
required to) follow instructions from the Person which made any Loan or which
holds any Note to direct payments relating to such Loan or Note to another
Person. Any assignee of the rights to any Loan or any Note agrees by acceptance
of such 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 or assignee of the
rights to such Loan.

         12.2 PARTICIPATIONS.

              12.2.1 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 Loan 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 Loans and the holder of any Note
         issued to it in evidence thereof for all purposes under the Loan
         Documents, all amounts payable by the Borrower under this Agreement
         shall be determined as if such Lender had not sold such participating
         interests, and the Borrower 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.

              12.2.2 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 Loan or
         Commitment in which such Participant has an interest which would
         require consent of all Lenders pursuant to the terms of Section 8.2 or
         of any other Loan Document.

              12.2.3 BENEFIT OF SETOFF. The Borrower agrees that each
         Participant shall be deemed to have the right of setoff provided in
         Section 11.1 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 11.1 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 11.1, agrees to share with each
         Lender, any amount received


                                       50
<PAGE>   57

         pursuant to the exercise of its right of setoff, such amounts to be
         shared in accordance with Section 11.2 as if each Participant were a
         Lender.

         12.3 ASSIGNMENTS.

              12.3.1 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 C or in
         such other form as may be agreed to by the parties thereto. The consent
         of the Borrower 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. 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 Borrower
         and the Agent otherwise consents) be in an amount not less than the
         lesser of (i) $5,000,000 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).
         Notwithstanding anything herein to the contrary, no consent of the
         Borrower shall be required in connection with any assignment which
         occurs after the occurrence and during the continuance of a Default.

              12.3.2 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 $4,000 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 Loans 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
         Borrower, the Lenders or the Agent shall be required to release the
         transferor Lender with respect to the percentage of the Aggregate
         Commitment and Loans assigned to such Purchaser. Upon the consummation
         of any assignment to a Purchaser pursuant to this Section 12.3.2, the
         transferor Lender, the Agent and the Borrower 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.

         12.4 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


                                       51
<PAGE>   58

information in such Lender's possession concerning the creditworthiness of the
Borrower 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 9.11 of this Agreement.

         12.5 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 XIII

                                     NOTICES

         13.1 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 facsimile transmission or
similar writing) and shall be given to such party: (x) in the case of the
Borrower 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 below its signature hereto 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
with the provisions of this Section 13.1. 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 at the address
specified in this Section; provided that notices to the Agent under Article II
shall not be effective until received. Notices, requests or other communications
delivered by or to any party hereunder by electronic transmission or e-mail
shall be for informational purposes only and shall not constitute effective
deliveries hereunder.

         13.2 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 XIV

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


                                       52
<PAGE>   59

                                   ARTICLE XV

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

         15.1 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 (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET
SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

         15.2 CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER
IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
CHICAGO, ILLINOIS.

         15.3 WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT 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.

                                  ARTICLE XVI

                            AMENDMENT AND RESTATEMENT
                            -------------------------

         The Borrower, the Lenders and the Agent agree that upon the execution
and delivery of this Agreement by each of the parties hereto, the terms and
provisions of the Current Agreement shall be and hereby are amended, superseded
and restated in their entirety by the terms and provisions of this Agreement.
This Agreement is not intended to and shall not constitute a novation of the
Current Agreement or the indebtedness created thereunder. The Commitment of each
Lender that is a party to the Current Agreement, shall, on the execution date
hereof,


                                       53
<PAGE>   60

automatically be deemed amended and the only Commitments shall be those
hereunder; PROVIDED, HOWEVER, that the commitment of each Lender under the
Current Agreement that is not a party to this Agreement shall terminate on the
effective date hereof.



               The remainder of this page is intentionally blank.



                                       54
<PAGE>   61



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

                                     ROADWAY EXPRESS, INC.

                                     By:
                                         -----------------------------
                                     Title:

                                                1077 Gorge Blvd.
                                                Akron, OH 44310

                                     Attention:    Joseph R. Boni III
                                     Telephone:    (330) 384-2327
                                     FAX:          (330) 258-6082

Commitments

$50,000,000                          BANK ONE, NA (Main Office Chicago),
                                     Individually and as Agent


                                     By:
                                         -----------------------------
                                     Title:

                                                1 Bank One Plaza
                                                Mail Suite IL1-0374, 10th Floor
                                                Chicago, Illinois  60670
                                     Attention:    Gregory Sjullie
                                     Telephone:    (312) 732-8872
                                     FAX:          (312) 732-3885