<PAGE>   1
                                                                     Exhibit 4.3

                                                                  EXECUTION COPY


                                U.S. $400,000,000


                           FIVE YEAR CREDIT AGREEMENT

                            Dated as of May 29, 2001

                                      Among

                         YORK INTERNATIONAL CORPORATION
                                   as Borrower

                                       and

            THE INITIAL LENDERS AND INITIAL ISSUING BANK NAMED HEREIN
                   as Initial Lenders and Initial Issuing Bank

                                       and

                                 CITIBANK, N.A.
                             as Administrative Agent

                                       and

                            THE CHASE MANHATTAN BANK
                              as Syndication Agent

                                       and

                            BANK OF TOKYO-MITSUBISHI
                            FIRST UNION NATIONAL BANK
                                       and
                               FLEET NATIONAL BANK
                             as Documentation Agents

                                       and

                          J.P. MORGAN SECURITIES, INC.
                                       and
                            SALOMON SMITH BARNEY INC.
                  as Joint Lead Arrangers and Joint Bookrunners

<PAGE>   2




<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
ARTICLE I
<S>                                                                                                              <C>
         SECTION 1.01.  Certain Defined Terms                                                                     1

         SECTION 1.02.  Computation of Time Periods                                                              11

         SECTION 1.03.  Accounting Terms                                                                         12

ARTICLE II

         SECTION 2.01.  (a)  The Revolving Credit Advances.  The Revolving Credit Advances
                             and the Letters of Credit                                                           12

         SECTION 2.02.  Making the Revolving Credit Advances                                                     12

         SECTION 2.03.  The Competitive Bid Advances                                                             13

         SECTION 2.04.  Issuance of and Drawings and Reimbursement Under the Letters of Credit                   16

         SECTION 2.05.  Fees                                                                                     17

         SECTION 2.06.  Termination or Reduction of the Revolving Credit Commitments                             17

         SECTION 2.07.  Repayment of Advances                                                                    17

         SECTION 2.08.  Interest on Revolving Credit Advances                                                    18

         SECTION 2.09.  Interest Rate Determination                                                              19

         SECTION 2.10.  Optional Conversion of Revolving Credit Advances                                         20

         SECTION 2.11.  Prepayments of Revolving Credit Advances and Letter of Credit Advances                   20

         SECTION 2.12.  Increased Costs                                                                          20

         SECTION 2.13.  Illegality                                                                               21

         SECTION 2.14.  Payments and Computations                                                                21

         SECTION 2.15.  Taxes                                                                                    22

         SECTION 2.16.  Sharing of Payments, Etc.                                                                23

         SECTION 2.17.  Evidence of Debt                                                                         24

         SECTION 2.18.  Use of Proceeds                                                                          24

ARTICLE III
</TABLE>



<PAGE>   3

<TABLE>
<CAPTION>
<S>                                                                                                              <C>
         SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01 and 2.03                          24

         SECTION 3.02.  Conditions Precedent to Each Revolving Credit Borrowing.                                 26

         SECTION 3.03.  Conditions Precedent to Each Competitive Bid Borrowing                                   26

         SECTION 3.04.  Determinations Under Section 3.01                                                        26

ARTICLE IV

         SECTION 4.01.  Representations and Warranties of the Borrower                                           27

ARTICLE V

         SECTION 5.01.  Affirmative Covenants                                                                    28

         SECTION 5.02.  Negative Covenants                                                                       30

         SECTION 5.03.  Financial Covenants                                                                      31

ARTICLE VI

         SECTION 6.01.  Events of Default                                                                        31

         SECTION 6.02.  Actions in Respect of the Letters of Credit upon Default                                 33

ARTICLE VII

         SECTION 7.01.  Authorization and Action                                                                 33

         SECTION 7.02.  Agent's Reliance, Etc.                                                                   33

         SECTION 7.03.  Citibank and Affiliates                                                                  34

         SECTION 7.04.  Lender Party Credit Decision                                                             34

         SECTION 7.05.  Indemnification                                                                          34

         SECTION 7.06.  Successor Agent                                                                          35

         SECTION 7.07.  Other Agents.                                                                            35

ARTICLE VIII

         SECTION 8.01.  Amendments, Etc.                                                                         35

         SECTION 8.02.  Notices, Etc.                                                                            35

         SECTION 8.03.  No Waiver; Remedies                                                                      36
</TABLE>

                                       ii
<PAGE>   4

<TABLE>
<CAPTION>
<S>                                                                                                              <C>

         SECTION 8.04.  Costs and Expenses                                                                       36

         SECTION 8.05.  Right of Set-off                                                                         36

         SECTION 8.06.  Binding Effect                                                                           37

         SECTION 8.07.  Assignments and Participations                                                           37

         SECTION 8.08.  Confidentiality                                                                          39

         SECTION 8.09.  Governing Law                                                                            39

         SECTION 8.10.  Execution in Counterparts                                                                39

         SECTION 8.11.  No Liability of the Issuing Bank                                                         39

         SECTION 8.12.  Jurisdiction, Etc.                                                                       39

         SECTION 8.13.  Waiver of Jury Trial                                                                     41
</TABLE>


                                      iii
<PAGE>   5

Schedules

Schedule 1 - List of Applicable Lending Offices

Schedule 5.02(a) - Existing Liens

Exhibits

Exhibit A-1 - Form of Revolving Credit Note

Exhibit A-2 - Form of Competitive Bid Note

Exhibit B-1 - Form of Notice of Revolving Credit Borrowing

Exhibit B-2 - Form of Notice Competitive Bid Borrowing

Exhibit C   - Form of Assignment and Acceptance

Exhibit D   - Form of Opinion of Counsel for the Borrower


                                       iv
<PAGE>   6


                           FIVE YEAR CREDIT AGREEMENT

                            Dated as of May 29, 2001


                  YORK INTERNATIONAL CORPORATION, a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(the "Initial Lenders" and, together with the Initial Issuing Bank referred to
below, the "Initial Lender Parties") listed on the signature pages hereof,
CITIBANK, N.A. ("Citibank"), as the initial issuing bank (the "Initial Issuing
Bank") and as the administrative agent (the "Agent") for the Lender Parties (as
hereinafter defined), THE CHASE MANHATTAN BANK, as syndication agent, BANK OF
TOKYO-MITSUBISHI, FIRST UNION NATIONAL BANK and FLEET NATIONAL BANK, as
documentation agents, and JP MORGAN SECURITIES, INC. and SALOMON SMITH BARNEY
INC., as joint lead arrangers and joint bookrunners, agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Advance" means a Revolving Credit Advance, a Competitive Bid
Advance or a Letter of Credit Advance.

                  "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling", "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, of the power to
         vote 20% or more of the Voting Stock of such Person or to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Stock, by contract or
         otherwise.

                  "Agent's Account" means the account of the Agent maintained by
         the Agent at Citibank at its office at 399 Park Avenue, New York, New
         York 10043, Account No. 36852248, Attention: Bank Loan Syndications.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance and, in the case of a Competitive Bid
         Advance, the office of such Lender notified by such Lender to the Agent
         as its Applicable Lending Office with respect to such Competitive Bid
         Advance.

                  "Applicable Margin" means, as of any date, a percentage per
         annum determined by reference to the Public Debt Rating in effect on
         such date as set forth below:


<TABLE>
<CAPTION>
               Public Debt Rating               Applicable Margin for          Applicable Margin for
                   S&P/Moody's                   Base Rate Advances          Eurodollar Rate Advances
                   -----------                   ------------------          ------------------------
<S>                                             <C>                          <C>
                  Level 1
                  A- or A3 or above                     0.000%                         0.400%
                  Level 2
                  BBB+ and Baa1                         0.000%                         0.635%
                  Level 3
                  BBB+ or Baa1                          0.000%                         0.750%
</TABLE>

<PAGE>   7

<TABLE>
<CAPTION>
<S>                                             <C>                          <C>
                  Level 4
                  BBB or Baa2                           0.000%                         0.875%
                  Level 5
                  Lower than Level 4                    0.000%                         1.250%
</TABLE>

                  "Applicable Percentage" means, as of any date, a percentage
per annum determined by reference to the Public Debt Rating in effect on such
date as set forth below:



<TABLE>
<CAPTION>
                           Public Debt Rating                      Applicable
                              S&P/Moody's                          Percentage
                           ------------------                   ----------------
<S>                                                             <C>
                           Level 1
                           A- or A3 or above                           0.100%
                           Level 2
                           BBB+ and Baa1                               0.115%
                           Level 3
                           BBB+ or Baa1                                0.125%
                           Level 4
                           BBB or Baa2                                 0.150%
                           Level 5
                           Lower than Level 4                          0.250%
</TABLE>

                  "Applicable Utilization Fee" means, as of any date that Usage
exceeds 25% of the aggregate Revolving Credit Commitments, a percentage per
annum determined by reference to the Public Debt Rating in effect on such date
as set forth below:

<TABLE>
<CAPTION>
                            Public Debt Rating                   Applicable
                              S&P/Moody's                      Utilization Fee
                           ------------------                 ------------------
<S>                                                           <C>
                           Level 1
                           A- or A3 or above                           0.100%
                           Level 2
                           BBB+ and Baa1                               0.100%
                           Level 3
                           BBB+ or Baa1                                0.125%
                           Level 4
                           BBB or Baa2                                 0.175%
                           Level 5
                           Lower than Level 4                          0.250%
</TABLE>

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in
substantially the form of Exhibit C hereto.

                  "Available Amount" of any Letter of Credit means, at any time,
the maximum amount available to be drawn under such Letter of Credit at such
time (assuming compliance at such time with all conditions to drawing).

                  "Base Rate" means a fluctuating interest rate per annum in
effect from time to time, which rate per annum shall at all times be equal to
the highest of:

                      (a) the rate of interest announced publicly by Citibank in
                  New York, New York, from time to time, as Citibank's base
                  rate;

                                       2
<PAGE>   8

                      (b) the sum (adjusted to the nearest 1/4 of 1% or, if
                  there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%)
                  of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by
                  dividing (A) the latest three-week moving average of secondary
                  market morning offering rates in the United States for
                  three-month certificates of deposit of major United States
                  money market banks, such three-week moving average (adjusted
                  to the basis of a year of 360 days) being determined weekly on
                  each Monday (or, if such day is not a Business Day, on the
                  next succeeding Business Day) for the three-week period ending
                  on the previous Friday by Citibank on the basis of such rates
                  reported by certificate of deposit dealers to and published by
                  the Federal Reserve Bank of New York or, if such publication
                  shall be suspended or terminated, on the basis of quotations
                  for such rates received by Citibank from three New York
                  certificate of deposit dealers of recognized standing selected
                  by Citibank, by (B) a percentage equal to 100% minus the
                  average of the daily percentages specified during such
                  three-week period by the Board of Governors of the Federal
                  Reserve System (or any successor) for determining the maximum
                  reserve requirement (including, but not limited to, any
                  emergency, supplemental or other marginal reserve requirement)
                  for Citibank with respect to liabilities consisting of or
                  including (among other liabilities) three-month U.S. dollar
                  non-personal time deposits in the United States, plus (iii)
                  the average during such three-week period of the annual
                  assessment rates estimated by Citibank for determining the
                  then current annual assessment payable by Citibank to the
                  Federal Deposit Insurance Corporation (or any successor) for
                  insuring U.S. dollar deposits of Citibank in the United
                  States; and

                      (c) 1/2 of one percent per annum above the Federal Funds
                  Rate.

                  "Base Rate Advance" means a Revolving Credit Advance that
bears interest as provided in Section 2.08(a)(i).

                  "Borrowing" means a Revolving Credit Borrowing or a
Competitive Bid Borrowing.

                  "Business Day" means a day of the year on which banks are not
required or authorized by law to close in New York City and, if the applicable
Business Day relates to any Eurodollar Rate Advances or LIBO Rate Advances, on
which dealings are carried on in the London interbank market.

                  "Commitment" means a Revolving Credit Commitment or a Letter
of Credit Commitment.

                  "Competitive Bid Advance" means an advance by a Lender to the
Borrower as part of a Competitive Bid Borrowing resulting from the competitive
bidding procedure described in Section 2.03 and refers to a Fixed Rate Advance
or a LIBO Rate Advance.

                  "Competitive Bid Borrowing" means a borrowing consisting of
simultaneous Competitive Bid Advances from each of the Lenders whose offer to
make one or more Competitive Bid Advances as part of such borrowing has been
accepted under the competitive bidding procedure described in Section 2.03.

                  "Competitive Bid Note" means a promissory note of the Borrower
payable to the order of any Lender, in substantially the form of Exhibit A-2
hereto, evidencing the indebtedness of the Borrower to such Lender resulting
from a Competitive Bid Advance made by such Lender.

                  "Confidential Information" means information that the Borrower
furnishes to the Agent or any Lender in a writing designated as confidential,
but does not include any such information that is or becomes generally available
to the public or that is or becomes available to the Agent or such Lender from a
source other than the Borrower.

                  "Consolidated" refers to the consolidation of accounts in
accordance with GAAP.

                  "Convert", "Conversion" and "Converted" each refers to a
conversion of Revolving Credit Advances of one Type into Revolving Credit
Advances of the other Type pursuant to Section 2.09 or 2.10.


                                       3
<PAGE>   9
                  "Covenant Debt" means the sum of, without duplication, (a) all
items that, in accordance with GAAP, would be classified as indebtedness on a
Consolidated balance sheet of the Borrower and its Subsidiaries, plus (b) Debt
of the Borrower and its Subsidiaries of the type described in clause (f) of the
definition of "Debt" and (c) the portion of any item that, in accordance with
GAAP, would be classified as indebtedness on a Consolidated balance sheet of any
Person that is guaranteed by the Borrower and its Subsidiaries.

                  "Debt" of any Person means, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than trade
payables incurred in the ordinary course of such Person's business), (c) all
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (d) all obligations of such Person created or arising under
any conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (e) all obligations of such Person as lessee under
leases that have been or should be, in accordance with GAAP, recorded as capital
leases, (f) the portion of the cash purchase price related to the purchase of
accounts receivable from such Person (including without limitation, in the case
of the Borrower, the cash proceeds received from time to time from the sale of
the Borrower's accounts receivable) that shall not have been recovered by the
purchaser thereof (excluding up to $75,000,000 of receivables owing by foreign
obligors that are sold by the Borrower and its Subsidiaries), (g) all
obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit or similar extensions of credit, (h) all obligations of such
Person in respect of Hedge Agreements, (i) all Debt of others referred to in
clauses (a) through (h) above or clause (j) below and other payment obligations
guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (1) to pay
or purchase such Debt or to advance or supply funds for the payment or purchase
of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or
to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Debt or to assure the holder of such Debt against loss,
(3) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such
property is received or such services are rendered) or (4) otherwise to assure a
creditor against loss, and (j) all Debt referred to in clauses (a) through (i)
above secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including,
without limitation, accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Debt, the amount of such Debt being the lesser of the amount of the obligations
secured by such Lien and the fair market value of the assets subject to such
Lien.

                  "Default" means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.

                  "Domestic Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Domestic Lending Office" opposite
its name on Schedule I hereto or in the Assignment and Acceptance pursuant to
which it became a Lender, or such other office of such Lender as such Lender may
from time to time specify to the Borrower and the Agent.

                  "EBITDA" means, for any Person for any period, net income (or
net loss) plus the sum of (a) interest expense, (b) income tax expense, (c)
depreciation expense, (d) amortization expense and (e) any extraordinary or
non-recurring losses minus any extraordinary or non-recurring gains, for such
period in each case determined for such Person in accordance with GAAP.

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (a) with respect to the Revolving
Credit Facility, (i) a Lender; (ii) an Affiliate of a Lender; or (iii) any other
Person approved by the Agent and the Issuing Bank and, unless an Event of
Default has occurred and is continuing at the time any assignment is effected in
accordance with

                                       4
<PAGE>   10
Section 8.07, the Borrower, such approval not to be unreasonably withheld or
delayed, and (b) with respect to the Letter of Credit Facility, a commercial
bank that is approved by the Agent and, unless an Event of Default has occurred
and is continuing at the time any assignment is effected in accordance with
Section 8.07, the Borrower, such approval not to be unreasonably withheld or
delayed; provided, however, that neither the Borrower nor an Affiliate of the
Borrower shall qualify as an Eligible Assignee.

                  "Environmental Action" means any action, suit, demand, demand
letter, claim, notice of non-compliance or violation, notice of liability or
potential liability, investigation, proceeding, consent order or consent
agreement relating in any way to any Environmental Law, Environmental Permit or
Hazardous Materials or arising from alleged injury or threat of injury to
health, safety or the environment, including, without limitation, (a) by any
governmental or regulatory authority for enforcement, cleanup, removal,
response, remedial or other actions or damages and (b) by any governmental or
regulatory authority or any third party for damages, contribution,
indemnification, cost recovery, compensation or injunctive relief.

                  "Environmental Law" means any federal, state, local or foreign
statute, law, ordinance, rule, regulation, code, order, judgment, decree or
judicial or agency interpretation, policy or guidance relating to pollution or
protection of the environment, natural resources or, to the extent related to
exposure to Hazardous Materials, health or safety, including, without
limitation, those relating to the use, handling, transportation, treatment,
storage, disposal, release or discharge of Hazardous Materials.

                  "Environmental Permit" means any permit, approval,
identification number, license or other authorization required under any
Environmental Law.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

                  "ERISA Affiliate" means any Person that for purposes of Title
IV of ERISA is a member of the Borrower's controlled group, or under common
control with the Borrower, within the meaning of Section 414 of the Internal
Revenue Code.

                  "ERISA Event" means (a) (i) the occurrence of a reportable
event, within the meaning of Section 4043 of ERISA, with respect to any Plan
unless the 30-day notice requirement with respect to such event has been waived
by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of
ERISA (without regard to subsection (2) of such Section) are met with respect to
a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan,
and an event described in paragraph (9), (10), (11), (12) or (13) of Section
4043(c) of ERISA is reasonably expected to occur with respect to such Plan
within the following 30 days; (b) the application for a minimum funding waiver
with respect to a Plan; (c) the provision by the administrator of any Plan of a
notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to in
Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the
Borrower or any ERISA Affiliate in the circumstances described in Section
4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from
a Multiple Employer Plan during a plan year for which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the
imposition of a lien under Section 302(f) of ERISA shall have been met with
respect to any Plan; (g) the adoption of an amendment to a Plan requiring the
provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the
institution by the PBGC of proceedings to terminate a Plan pursuant to Section
4042 of ERISA, or the occurrence of any event or condition described in Section
4042 of ERISA that constitutes grounds for the termination of, or the
appointment of a trustee to administer, a Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.

                                       5
<PAGE>   11

                  "Eurodollar Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Eurodollar Lending Office" opposite
its name on Schedule I hereto or in the Assignment and Acceptance pursuant to
which it became a Lender (or, if no such office is specified, its Domestic
Lending Office), or such other office of such Lender as such Lender may from
time to time specify to the Borrower and the Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same Revolving Credit Borrowing,
an interest rate per annum equal to the rate per annum obtained by dividing (a)
the rate per annum (rounded upward to the nearest whole multiple of 1/16 of 1%
per annum) appearing on Telerate Markets Page 3750 (or any successor page) as
the London interbank offered rate for deposits in U.S. dollars at approximately
11:00 A.M. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period or, if for any
reason such rate is not available, the average (rounded upward to the nearest
whole multiple of 1/16 of 1% per annum, if such average is not such a multiple)
of the rate per annum at which deposits in U.S. dollars are offered by the
principal office of each of the Reference Banks in London, England to prime
banks in the London interbank market at 11:00 A.M. (London time) two Business
Days before the first day of such Interest Period in an amount substantially
equal to such Reference Bank's Eurodollar Rate Advance comprising part of such
Revolving Credit Borrowing to be outstanding during such Interest Period and for
a period equal to such Interest Period by (b) a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage for such Interest Period. If the Telerate
Markets Page 3750 (or any successor page) is unavailable, the Eurodollar Rate
for any Interest Period for each Eurodollar Rate Advance comprising part of the
same Revolving Credit Borrowing shall be determined by the Agent on the basis of
applicable rates furnished to and received by the Agent from the Reference Banks
two Business Days before the first day of such Interest Period, subject,
however, to the provisions of Section 2.09.

                  "Eurodollar Rate Advance" means a Revolving Credit Advance
that bears interest as provided in Section 2.08(a)(ii).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
for all Eurodollar Rate Advances or LIBO Rate Advances comprising part of the
same Borrowing means the reserve percentage, if any, applicable two Business
Days before the first day of such Interest Period under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
for a member bank of the Federal Reserve System in New York City with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities that includes deposits by
reference to which the interest rate on Eurodollar Rate Advances or LIBO Rate
Advances is determined) having a term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Facility" means the Revolving Credit Facility or the Letter
of Credit Facility.

                  "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average of the quotations for such day
on such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

                  "Fixed Rate Advances" has the meaning specified in Section
2.03(a)(i).

                  "Foreign Subsidiary" means any Subsidiary organized under the
laws of a jurisdiction other than the United States of America or any political
subdivision thereof.

                                       6
<PAGE>   12

                  "GAAP" has the meaning specified in Section 1.03.

                  "Hazardous Materials" means (a) petroleum and petroleum
products, byproducts or breakdown products, radioactive materials,
asbestos-containing materials and polychlorinated biphenyls and (b) any other
chemicals, materials or substances designated, classified or regulated as
hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

                  "Hedge Agreements" means interest rate swap, cap or collar
agreements, interest rate future or option contracts, currency swap agreements,
currency future or option contracts and other similar agreements.

                  "Information Memorandum" means the information memorandum
dated May 2001 used by the Agent in connection with the syndication of the
Revolving Credit Commitments.

                  "Interest Period" means, for each Eurodollar Rate Advance
comprising part of the same Revolving Credit Borrowing and each LIBO Rate
Advance comprising part of the same Competitive Bid Borrowing, the period
commencing on the date of such Eurodollar Rate Advance or LIBO Rate Advance or
the date of the Conversion of any Base Rate Advance into such Eurodollar Rate
Advance and ending on the last day of the period selected by the Borrower
pursuant to the provisions below and, thereafter, with respect to Eurodollar
Rate Advances, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period
selected by the Borrower pursuant to the provisions below. The duration of each
such Interest Period shall be one, two, three or six months, and subject to
clause (iii) of this definition, nine or twelve months, as the Borrower may,
upon notice received by the Agent not later than 11:00 A.M. (New York City time)
on the third Business Day prior to the first day of such Interest Period,
select; provided, however, that:

                      (i) the Borrower may not select any Interest Period that
                  ends after the Termination Date;

                      (ii) Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the same Revolving
                  Credit Borrowing or for LIBO Rate Advances comprising part of
                  the same Competitive Bid Borrowing shall be of the same
                  duration;

                      (iii) in the case of any such Revolving Credit Borrowing,
                  the Borrower shall not be entitled to select an Interest
                  Period having duration of nine or twelve months unless, by
                  2:00 P.M. (New York City time) on the third Business Day prior
                  to the first day of such Interest Period, each Lender notifies
                  the Administrative Agent that such Lender will be providing
                  funding for such Revolving Credit Borrowing with such Interest
                  Period (the failure of any Lender to so respond by such time
                  being deemed for all purposes of this Agreement as an
                  objection by such Lender to the requested duration of such
                  Interest Period); provided that, if any or all of the Lenders
                  object to the requested duration of such Interest Period, the
                  duration of the Interest Period for such Revolving Credit
                  Borrowing shall be one, two, three or six months, as specified
                  by the Borrower requesting such Revolving Credit Borrowing in
                  the applicable Notice of Revolving Credit Borrowing as the
                  desired alternative to an Interest Period of nine or twelve
                  months;

                      (iv) whenever the last day of any Interest Period would
                  otherwise occur on a day other than a Business Day, the last
                  day of such Interest Period shall be extended to occur on the
                  next succeeding Business Day, provided, however, that, if such
                  extension would cause the last day of such Interest Period to
                  occur in the next following calendar month, the last day of
                  such Interest Period shall occur on the next preceding
                  Business Day; and

                      (v) whenever the first day of any Interest Period occurs
                  on a day of an initial calendar month for which there is no
                  numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in

                                       7
<PAGE>   13
                  such Interest Period, such Interest Period shall end on the
                  last Business Day of such succeeding calendar month.

                  "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

                  "Issuing Bank" means the Initial Issuing Bank and any Eligible
Assignee to which a Letter of Credit Commitment hereunder has been assigned
pursuant to Section 8.07 so long as such Eligible Assignee expressly agrees to
perform in accordance with their terms all of the obligations that by the terms
of this Agreement are required to be performed by it as an Issuing Bank and
notifies the Agent of its Applicable Lending Office and the amount of its Letter
of Credit Commitment (which information shall be recorded by the Agent in the
Register), for so long as such Initial Issuing Bank or Eligible Assignee, as the
case may be, shall have a Letter of Credit Commitment.

                  "L/C Cash Collateral Account" means an interest bearing cash
collateral account to be established and maintained by the Agent, over which the
Agent shall have sole dominion and control, upon terms as may be satisfactory to
the Agent.

                  "L/C Related Documents" has the meaning set forth in Section
2.07(b)(ii)(A).

                  "Lender Party" means each Lender and each Issuing Bank.

                  "Lenders" means the Initial Lenders and each Person that shall
become a party hereto pursuant to Section 8.07.

                  "Letter of Credit Advance" means an advance made by the
Issuing Bank pursuant to Section 2.04(c).

                  "Letter of Credit Agreement" has the meaning set forth in
Section 2.04(a).

                  "Letter of Credit Commitment" means, with respect to the
Issuing Bank at any time, the amount set forth opposite the Issuing Bank's name
on the signature pages hereof under the caption "Letter of Credit Commitment"
or, if the Issuing Bank has entered into one or more Assignment and Acceptances,
set forth for the Issuing Bank in the Register maintained by the Agent pursuant
to Section 8.07(d) as the Issuing Bank's "Letter of Credit Commitment", as such
amount may be reduced at or prior to such time pursuant to Section 2.06.

                  "Letter of Credit Facility" means, at any time, an amount
equal to the lesser of (a) the amount of the Issuing Bank's Letter of Credit
Commitment at such time and (b) $100,000,000, as such amount may be reduced at
or prior to such time pursuant to Section 2.06.

                  "Letters of Credit" has the meaning set forth in Section
2.01(b).

                  "LIBO Rate" means, for any Interest Period for all LIBO Rate
Advances comprising part of the same Competitive Bid Borrowing, an interest rate
per annum equal to the rate per annum obtained by dividing (a) the rate per
annum (rounded upward to the nearest whole multiple of 1/16 of 1% per annum)
appearing on Dow Jones Markets Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in U.S. dollars at approximately
11:00 A.M. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period or, if for any
reason such rate is not available, the average (rounded upward to the nearest
whole multiple of 1/16 of 1% per annum, if such average is not such a multiple)
of the rate per annum at which deposits in U.S. dollars offered by the principal
office of each of the Reference Banks in London, England to prime banks in the
London interbank market at 11:00 A.M. (London time) two Business Days before the
first day of such Interest Period in an amount substantially equal to the amount
that would be the Reference Banks'

                                       8
<PAGE>   14
respective ratable shares of such Borrowing if such Borrowing were to be a
Revolving Credit Borrowing to be outstanding during such Interest Period and for
a period equal to such Interest Period by (b) a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage for such Interest Period. If the Dow
Jones Markets Telerate Page 3750 (or any successor page) is unavailable, the
LIBO Rate for any Interest Period for each LIBO Rate Advance comprising part of
the same Competitive Bid Borrowing shall be determined by the Agent on the basis
of applicable rates furnished to and received by the Agent from the Reference
Banks two Business Days before the first day of such Interest Period, subject,
however, to the provisions of Section 2.09.

                  "LIBO Rate Advances" means a Competitive Bid Advance bearing
interest based on the LIBO Rate.

                  "Lien" means any lien, security interest or other charge or
encumbrance of any kind, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property; provided, however, that no transfer of
assets that is treated as a sale in accordance with GAAP shall be deemed to
constitute a Lien for purposes of this Agreement.

                  "Loan Document" means this Agreement, the Notes (if any) and
each Letter of Credit Agreement.

                  "Material Adverse Change" means any material adverse change in
the business, condition (financial or otherwise), operations, performance or
properties of the Borrower or the Borrower and its Subsidiaries taken as a
whole.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, condition (financial or otherwise), operations, performance or
properties of the Borrower or the Borrower and its Subsidiaries taken as a
whole, (b) the rights and remedies of the Agent or any Lender Party under this
Agreement or any Note or (c) the ability of the Borrower to perform its
obligations under this Agreement or any Note.

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

                  "Multiemployer Plan" means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions.

                  "Multiple Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
the Borrower or any ERISA Affiliate and at least one Person other than the
Borrower and the ERISA Affiliates or (b) was so maintained and in respect of
which the Borrower or any ERISA Affiliate could have liability under Section
4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

                  "Net Worth" means, on any date, all amounts which, in
accordance with GAAP, would be included under stockholders' equity on a
Consolidated balance sheet of the Borrower and its Subsidiaries at such date,
adjusted to exclude accumulated foreign currency translation adjustments.

                  "Note" means a Revolving Credit Note or a Competitive Bid
Note.

                  "Notice of Competitive Bid Borrowing" has the meaning
specified in Section 2.03(a).

                  "Notice of Issuance" has the meaning set forth in Section
2.04(a).

                  "Notice of Revolving Credit Borrowing" has the meaning
specified in Section 2.02(a).

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
successor).

                                       9
<PAGE>   15

                  "Permitted Liens" means such of the following as to which no
enforcement, collection, execution, levy or foreclosure proceeding shall have
been commenced: (a) Liens for taxes, assessments and governmental charges or
levies to the extent not required to be paid under Section 5.01(b) hereof; (b)
Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's
and repairmen's Liens and other similar Liens arising in the ordinary course of
business securing obligations that are not overdue for a period of more than 60
days; (c) pledges or deposits to secure obligations under workers' compensation
laws or similar legislation or to secure public or statutory obligations; (d)
easements, rights of way and other encumbrances on title to real property that
do not render title to the property encumbered thereby unmarketable or
materially adversely affect the use of such property for its present purposes
and (e) Liens securing performance of bids, trade contracts (other than for
borrowed money), leases, surety and appeal bonds, performance bonds and similar
obligations incurred in the ordinary course of business.

                  "Person" means an individual, partnership, corporation
(including a business trust), joint stock company, trust, unincorporated
association, joint venture, limited liability company or other entity, or a
government or any political subdivision or agency thereof.

                  "Plan" means a Single Employer Plan or a Multiple Employer
Plan.

                  "Public Debt Rating" means, as of any date, the rating that
has been most recently announced by either S&P or Moody's, as the case may be,
for any class of non-credit enhanced long-term senior unsecured debt issued by
the Borrower (and if either such rating agency has issued more than one such
rating, the lowest thereof). For purposes of the foregoing, (a) if only one of
S&P and Moody's shall have in effect a Public Debt Rating, the Applicable
Margin, the Applicable Percentage and the Applicable Utilization Fee shall be
determined by reference to the available rating; (b) if neither S&P nor Moody's
shall have in effect a Public Debt Rating, the Applicable Margin, the Applicable
Percentage and the Applicable Utilization Fee will be set in accordance with
Level 5 under the definition of "Applicable Margin", "Applicable Percentage" or
"Applicable Utilization Fee", as the case may be; (c) if any rating established
by S&P or Moody's shall be changed, such change shall be effective as of the
date on which such change is first announced publicly by the rating agency
making such change; and (d) if S&P or Moody's shall change the basis on which
ratings are established, each reference to the Public Debt Rating announced by
S&P or Moody's, as the case may be, shall refer to the then equivalent rating by
S&P or Moody's, as the case may be.

                  "Ratable Share" means, with respect to any Lender at any time,
a fraction the numerator of which is such Lender's Revolving Credit Commitment
at such time and the denominator of which is the Revolving Credit Facility at
such time.

                  "Reference Banks" means Citibank, The Chase Manhattan Bank and
First Union National Bank.

                  "Register" has the meaning specified in Section 8.07(d).

                  "Required Lenders" means at any time Lenders owed at least a
majority in interest of the then aggregate unpaid principal amount of the
Revolving Credit Advances and Letter of Credit Advances owing to Lenders, or, if
no such principal amount is then outstanding, Lenders having at least a majority
in interest of the Revolving Credit Commitments.

                  "Revolving Credit Advance" means an advance by a Lender to the
Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of
Revolving Credit Advance).

                  "Revolving Credit Borrowing" means a borrowing consisting of
simultaneous Revolving Credit Advances of the same Type made by each of the
Lenders pursuant to Section 2.01.

                                       10
<PAGE>   16
                  "Revolving Credit Commitment" means as to any Lender (a) the
amount set forth opposite such Lender's name on the signature pages hereof under
the caption "Revolving Credit Commitment", or (b) if such Lender has entered
into any Assignment and Acceptance, the amount set forth for such Lender in the
Register maintained by the Agent pursuant to Section 8.07(d) as such Lender's
"Revolving Credit Commitment", as such amount may be reduced pursuant to Section
2.06.

                  "Revolving Credit Facility" means the aggregate of the
Revolving Credit Commitments.

                  "Revolving Credit Note" means a promissory note of the
Borrower payable to the order of any Lender, delivered pursuant to a request
made under Section 2.17 in substantially the form of Exhibit A-1 hereto,
evidencing the aggregate indebtedness of the Borrower to such Lender resulting
from the Revolving Credit Advances made by such Lender.

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

                  "Single Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
the Borrower or any ERISA Affiliate and no Person other than the Borrower and
the ERISA Affiliates or (b) was so maintained and in respect of which the
Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA
in the event such plan has been or were to be terminated.

                  "Subsidiary" of any Person means any corporation, partnership,
joint venture, limited liability company, trust or estate of which (or in which)
more than 50% of (a) the issued and outstanding capital stock having ordinary
voting power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital or profits of such limited
liability company, partnership or joint venture or (c) the beneficial interest
in such trust or estate is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more of its other
Subsidiaries or by one or more of such Person's other Subsidiaries.

                  "Termination Date" means the earlier of May 29, 2006 and the
date of termination in whole of the Revolving Credit Commitments pursuant to
Section 2.06 or 6.01.

                  "Unused Revolving Credit Commitment" means, with respect to
any Lender at any time, (a) such Lender's Revolving Credit Commitment at such
time minus (b) the sum of (i) the aggregate principal amount of all Revolving
Credit Advances and Letter of Credit Advances made by such Lender (in its
capacity as a Lender) and outstanding at such time plus (ii) such Lender's
Ratable Share of (A) the aggregate Available Amount of all Letters of Credit
outstanding at such time, (B) the aggregate amount of all Letter of Credit
Advances made by the Issuing Bank pursuant to Section 2.04(c) and outstanding at
such time and (C) the aggregate principal amount of all Competitive Bid Advances
outstanding at such time.

                  "Usage" means, at any time the sum of the aggregate principal
amount of the Advances then outstanding plus the Available Amount of the
outstanding Letters of Credit.

                  "Voting Stock" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors
(or persons performing similar functions) of such Person, even if the right so
to vote has been suspended by the happening of such a contingency.

                  SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                                       11
<PAGE>   17

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(e) ("GAAP").

                                   ARTICLE II

           AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

                  SECTION 2.01. The Revolving Credit Advances and the Letters of
Credit. (a) Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Revolving Credit Advances to the Borrower from
time to time on any Business Day during the period from the Effective Date until
the Termination Date in an amount for each Revolving Credit Advance not to
exceed such Lender's Unused Revolving Credit Commitment. Each Revolving Credit
Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple
of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances
of the same Type made on the same day by the Lenders ratably according to their
respective Revolving Credit Commitments. Within the limits of each Lender's
Unused Revolving Credit Commitment, the Borrower may borrow under this Section
2.01(a), prepay pursuant to Section 2.11 and reborrow under this Section
2.01(a).

                  (b) The Letters of Credit. The Issuing Bank agrees, on the
terms and conditions hereinafter set forth, to issue letters of credit (the
"Letters of Credit") for the account of the Borrower from time to time on any
Business Day during the period from the Effective Date until 60 days before the
Termination Date (i) in an aggregate Available Amount for all Letters of Credit
not to exceed at any time the lesser of (x) $100,000,000 and (y) the Issuing
Bank's Letter of Credit Commitment at such time and (ii) in an Available Amount
for each such Letter of Credit not to exceed the lesser of (x) the Letter of
Credit Facility at such time and (y) an amount equal to the Unused Revolving
Credit Commitments of the Lenders at such time. No Letter of Credit shall have
an expiration date (including all rights of the Borrower or the beneficiary to
require renewal) later than 15 days before the Termination Date. Within the
limits of the Letter of Credit Commitment and subject to the limits referred to
above, the Borrower may request the issuance of Letters of Credit under this
Section 2.01(b), repay any Letter of Credit Advances resulting from drawings
thereunder pursuant to Section 2.04(c) and 2.07(b) and request the issuance of
additional Letters of Credit under this Section 2.01(b).

                  SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than (x)
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurodollar Rate Advances or (y) 11:00 A.M. (New York
City time) on the date of the proposed Revolving Credit Borrowing in the case of
a Revolving Credit Borrowing consisting of Base Rate Advances, by the Borrower
to the Agent, which shall give to each Lender prompt notice thereof by
telecopier or telex. Each such notice of a Revolving Credit Borrowing (a "Notice
of Revolving Credit Borrowing") shall be by telephone, confirmed immediately in
writing, or telecopier or telex in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such Revolving Credit Borrowing,
(ii) Type of Advances comprising such Revolving Credit Borrowing, (iii)
aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a
Revolving Credit Borrowing consisting of Eurodollar Rate Advances, initial
Interest Period for each such Revolving Credit Advance. Each Lender shall,
before 12:00 noon (New York City time) on the date of such Revolving Credit
Borrowing make available for the account of its Applicable Lending Office to the
Agent at the Agent's Account, in same day funds, such Lender's ratable portion
of such Revolving Credit Borrowing. After the Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III, the
Agent will make such funds available to the Borrower at the Agent's address
referred to in Section 8.02, provided, however, that the Agent shall first make
a portion of such funds equal to the aggregate principal amount of any Letter of
Credit Advances made by the Issuing Bank and by any other Lender and outstanding
on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid
thereon to and as of such date, available to the Issuing Bank and such other
Lender for repayment of such Letter of Credit Advances.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than $10,000,000 or if the obligation of the Lenders to make
Eurodollar Rate Advances

                                       12
<PAGE>   18
shall then be suspended pursuant to Section 2.09 or 2.13 and (ii) the Eurodollar
Rate Advances may not be outstanding as part of more than ten separate Revolving
Credit Borrowings.

                  (c) Each Notice of Revolving Credit Borrowing shall be
irrevocable and binding on the Borrower. In the case of any Revolving Credit
Borrowing that the related Notice of Revolving Credit Borrowing specifies is to
be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each
Lender against any loss, cost or expense incurred by such Lender as a result of
any failure to fulfill on or before the date specified in such Notice of
Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Revolving Credit Advance to be made by such Lender as part of
such Revolving Credit Borrowing when such Revolving Credit Advance, as a result
of such failure, is not made on such date.

                  (d) Unless the Agent shall have received notice from a Lender
prior to the date of any Revolving Credit Borrowing that such Lender will not
make available to the Agent such Lender's ratable portion of such Revolving
Credit Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Agent, such Lender and the Borrower
severally agree to repay to the Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the
Agent, at (i) in the case of the Borrower, the interest rate applicable at the
time to Revolving Credit Advances comprising such Revolving Credit Borrowing and
(ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall
repay to the Agent such corresponding amount, such amount so repaid shall
constitute such Lender's Revolving Credit Advance as part of such Revolving
Credit Borrowing for purposes of this Agreement.

                  (e) The failure of any Lender to make the Revolving Credit
Advance to be made by it as part of any Revolving Credit Borrowing shall not
relieve any other Lender of its obligation, if any, hereunder to make its
Revolving Credit Advance on the date of such Revolving Credit Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the
Revolving Credit Advance to be made by such other Lender on the date of any
Revolving Credit Borrowing.

                  SECTION 2.03. The Competitive Bid Advances. (a) Each Lender
severally agrees that the Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the date hereof until the date occurring 30 days prior to the Termination Date
in the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate Usage shall not exceed the Revolving
Credit Facility.

                  (i) The Borrower may request a Competitive Bid Borrowing under
         this Section 2.03 by delivering to the Agent, by telecopier or telex, a
         notice of a Competitive Bid Borrowing (a "Notice of Competitive Bid
         Borrowing"), in substantially the form of Exhibit B-2 hereto,
         specifying therein the requested (v) date of such proposed Competitive
         Bid Borrowing, (w) aggregate amount of such proposed Competitive Bid
         Borrowing, (x) in the case of a Competitive Bid Borrowing consisting of
         LIBO Rate Advances, Interest Period, or in the case of a Competitive
         Bid Borrowing consisting of Fixed Rate Advances, maturity date for
         repayment of each Fixed Rate Advance to be made as part of such
         Competitive Bid Borrowing (which maturity date may not be earlier than
         the date occurring 7 days after the date of such Competitive Bid
         Borrowing or later than the earlier of (I) 180 days after the date of
         such Competitive Bid Borrowing and (II) the Termination Date), (y)
         interest payment date or dates relating thereto, and (z) other terms
         (if any) to be applicable to such Competitive Bid Borrowing, not later
         than 10:00 A.M. (New York City time) (A) at least one Business Day
         prior to the date of the proposed Competitive Bid Borrowing, if the
         Borrower shall specify in the Notice of Competitive Bid Borrowing that
         the rates of interest to be offered by the Lenders shall be fixed rates
         per annum (the Advances comprising any such Competitive Bid Borrowing
         being referred to herein as "Fixed Rate Advances") and (B) at least
         four Business Days prior to the date of the proposed Competitive Bid
         Borrowing, if the Borrower shall instead specify in the Notice of

                                       13
<PAGE>   19
         Competitive Bid Borrowing that the Advances comprising such Competitive
         Bid Borrowing shall be LIBO Rate Advances. Each Notice of Competitive
         Bid Borrowing shall be irrevocable and binding on the Borrower. The
         Agent shall in turn promptly notify each Lender of each request for a
         Competitive Bid Borrowing received by it from the Borrower by sending
         such Lender a copy of the related Notice of Competitive Bid Borrowing.

                  (ii) Each Lender may, if, in its sole discretion, it elects to
         do so, irrevocably offer to make one or more Competitive Bid Advances
         to the Borrower as part of such proposed Competitive Bid Borrowing at a
         rate or rates of interest specified by such Lender in its sole
         discretion, by notifying the Agent (which shall give prompt notice
         thereof to the Borrower), (A) before 9:30 A.M. (New York City time) on
         the date of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of Fixed Rate Advances and (B)
         before 10:00 A.M. (New York City time) three Business Days before the
         date of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of LIBO Rate Advances of the
         minimum amount and maximum amount of each Competitive Bid Advance which
         such Lender would be willing to make as part of such proposed
         Competitive Bid Borrowing (which amounts may, subject to the proviso to
         the first sentence of this Section 2.03(a), exceed such Lender's
         Revolving Credit Commitment, if any), the rate or rates of interest
         therefor and such Lender's Applicable Lending Office with respect to
         such Competitive Bid Advance; provided that if the Agent in its
         capacity as a Lender shall, in its sole discretion, elect to make any
         such offer, it shall notify the Borrower of such offer at least 30
         minutes before the time and on the date on which notice of such
         election is to be given to the Agent, by the other Lenders. If any
         Lender shall elect not to make such an offer, such Lender shall so
         notify the Agent before 10:00 A.M. (New York City time) on the date on
         which notice of such election is to be given to the Agent by the other
         Lenders, and such Lender shall not be obligated to, and shall not, make
         any Competitive Bid Advance as part of such Competitive Bid Borrowing;
         provided that the failure by any Lender to give such notice shall not
         cause such Lender to be obligated to make any Competitive Bid Advance
         as part of such proposed Competitive Bid Borrowing.

                  (iii) The Borrower shall, in turn, (A) before 10:30 A.M. (New
         York City time) on the date of such proposed Competitive Bid Borrowing,
         in the case of a Competitive Bid Borrowing consisting of Fixed Rate
         Advances and (B) before 11:00 A.M. (New York City time) three Business
         Days before the date of such proposed Competitive Bid Borrowing, in the
         case of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
         either:

                      (x) cancel such Competitive Bid Borrowing by giving the
                  Agent notice to that effect, or

                      (y) accept one or more of the offers made by any Lender or
                  Lenders pursuant to paragraph (ii) above, in its sole
                  discretion, by giving notice to the Agent of the amount of
                  each Competitive Bid Advance (which amount shall be equal to
                  or greater than the minimum amount, and equal to or less than
                  the maximum amount, notified to the Borrower by the Agent on
                  behalf of such Lender for such Competitive Bid Advance
                  pursuant to paragraph (ii) above) to be made by each Lender as
                  part of such Competitive Bid Borrowing, and reject any
                  remaining offers made by Lenders pursuant to paragraph (ii)
                  above by giving the Agent notice to that effect. The Borrower
                  shall accept the offers made by any Lender or Lenders to make
                  Competitive Bid Advances in order of the lowest to the highest
                  rates of interest offered by such Lenders. If two or more
                  Lenders have offered the same interest rate, the amount to be
                  borrowed at such interest rate will be allocated among such
                  Lenders in proportion to the amount that each such Lender
                  offered at such interest rate.

                  (iv) If the Borrower notifies the Agent that such Competitive
         Bid Borrowing is cancelled pursuant to paragraph (iii)(x) above, the
         Agent shall give prompt notice thereof to the Lenders and such
         Competitive Bid Borrowing shall not be made.

                                       14
<PAGE>   20

                  (v) If the Borrower accepts one or more of the offers made by
         any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent
         shall in turn promptly notify (A) each Lender that has made an offer as
         described in paragraph (ii) above, of the date and aggregate amount of
         such Competitive Bid Borrowing and whether or not any offer or offers
         made by such Lender pursuant to paragraph (ii) above have been accepted
         by the Borrower, (B) each Lender that is to make a Competitive Bid
         Advance as part of such Competitive Bid Borrowing, of the amount of
         each Competitive Bid Advance to be made by such Lender as part of such
         Competitive Bid Borrowing, and (C) each Lender that is to make a
         Competitive Bid Advance as part of such Competitive Bid Borrowing, upon
         receipt, that the Agent has received forms of documents appearing to
         fulfill the applicable conditions set forth in Article III. Each Lender
         that is to make a Competitive Bid Advance as part of such Competitive
         Bid Borrowing shall, before 12:00 noon (New York City time) on the date
         of such Competitive Bid Borrowing specified in the notice received from
         the Agent pursuant to clause (A) of the preceding sentence or any later
         time when such Lender shall have received notice from the Agent
         pursuant to clause (C) of the preceding sentence, make available for
         the account of its Applicable Lending Office to the Agent at the
         Agent's Account, in same day funds, such Lender's portion of such
         Competitive Bid Borrowing. Upon fulfillment of the applicable
         conditions set forth in Article III and after receipt by the Agent of
         such funds, the Agent will make such funds available to the Borrower at
         the Agent's address referred to in Section 8.02. Promptly after each
         Competitive Bid Borrowing the Agent will notify each Lender of the
         amount of the Competitive Bid Borrowing and the dates upon which such
         Competitive Bid Borrowing commenced and will terminate.

                  (vi) If the Borrower notifies the Agent that it accepts one or
         more of the offers made by any Lender or Lenders pursuant to paragraph
         (iii)(y) above, such notice of acceptance shall be irrevocable and
         binding on the Borrower. The Borrower shall indemnify each Lender
         against any loss, cost or expense incurred by such Lender as a result
         of any failure to fulfill on or before the date specified in the
         related Notice of Competitive Bid Borrowing for such Competitive Bid
         Borrowing the applicable conditions set forth in Article III,
         including, without limitation, any loss (excluding loss of anticipated
         profits), cost or expense incurred by reason of the liquidation or
         reemployment of deposits or other funds acquired by such Lender to fund
         the Competitive Bid Advance to be made by such Lender as part of such
         Competitive Bid Borrowing when such Competitive Bid Advance, as a
         result of such failure, is not made on such date.

                  (b) Each Competitive Bid Borrowing shall be in an aggregate
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
and, following the making of each Competitive Bid Borrowing, the Borrower shall
be in compliance with the limitation set forth in the proviso to the first
sentence of subsection (a) above.

                  (c) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow under this
Section 2.03, provided that a Competitive Bid Borrowing shall not be made within
three Business Days of the date of any other Competitive Bid Borrowing.

                  (d) The Borrower shall repay to the Agent for the account of
each Lender that has made a Competitive Bid Advance, on the maturity date of
each Competitive Bid Advance (such maturity date being that specified by the
Borrower for repayment of such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and
provided in the Competitive Bid Note evidencing such Competitive Bid Advance),
the then unpaid principal amount of such Competitive Bid Advance. The Borrower
shall have no right to prepay any principal amount of any Competitive Bid
Advance unless, and then only on the terms, specified by the Borrower for such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above and set forth in the Competitive
Bid Note evidencing such Competitive Bid Advance.

                  (e) The Borrower shall pay interest on the unpaid principal
amount of each Competitive Bid Advance from the date of such Competitive Bid
Advance to the date the principal amount of such Competitive Bid Advance is
repaid in full, at the rate of interest for such Competitive Bid Advance
specified by the Lender making such Competitive Bid Advance in its notice with
respect thereto delivered pursuant to subsection (a)(ii) above,

                                       15
<PAGE>   21
payable on the interest payment date or dates specified by the Borrower for such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above, as provided in the Competitive
Bid Note evidencing such Competitive Bid Advance. Upon the occurrence and during
the continuance of an Event of Default under Section 6.01(a), the Borrower shall
pay interest on the amount of unpaid principal of and interest on each
Competitive Bid Advance owing to a Lender, payable in arrears on the date or
dates interest is payable thereon, at a rate per annum equal at all times to 2%
per annum above the rate per annum required to be paid on such Competitive Bid
Advance under the terms of the Competitive Bid Note evidencing such Competitive
Bid Advance unless otherwise agreed in such Competitive Bid Note.

                  (f) The indebtedness of the Borrower resulting from each
Competitive Bid Advance made to the Borrower as part of a Competitive Bid
Borrowing shall be evidenced by a separate Competitive Bid Note of the Borrower
payable to the order of the Lender making such Competitive Bid Advance.

                  SECTION 2.04. Issuance of and Drawings and Reimbursement Under
the Letters of Credit. (a) Request for Issuance. Each Letter of Credit shall be
issued upon notice, given not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to the Issuing Bank, which shall give to the Agent and
each Lender prompt notice thereof by telex or telecopier. Each such notice of
issuance of a Letter of Credit (a "Notice of Issuance") shall be by telephone,
confirmed immediately in writing, or telex or telecopier, specifying therein the
requested (A) date of such issuance (which shall be a Business Day), (B)
Available Amount of such Letter of Credit, (C) expiration date of such Letter of
Credit, (D) name and address of the beneficiary of such Letter of Credit and (E)
form of such Letter of Credit, and shall be accompanied by such application and
agreement for letter of credit as the Issuing Bank may specify to the Borrower
for use in connection with such requested Letter of Credit (a "Letter of Credit
Agreement"). If the requested form of such Letter of Credit is acceptable to the
Issuing Bank in its sole discretion, the Issuing Bank will, upon fulfillment of
the applicable conditions set forth in Article III, make such Letter of Credit
available to the Borrower at its office referred to in Section 8.02 or as
otherwise agreed with the Borrower in connection with such issuance. In the
event and to the extent that the provisions of any Letter of Credit Agreement
shall conflict with this Agreement, the provisions of this Agreement shall
govern.

                  (b) Letter of Credit Reports. The Issuing Bank shall furnish
to the Agent, the Borrower and each Lender Party on the first Business Day of
each calendar quarter a written report setting forth the average daily aggregate
Available Amount during the preceding calendar quarter of all Letters of Credit.

                  (c) Drawing and Reimbursement. The payment by the Issuing Bank
of a draft drawn under any Letter of Credit shall constitute for all purposes of
this Agreement the making by the Issuing Bank of a letter of credit advance (a
"Letter of Credit Advance"), which shall be a Base Rate Advance, in the amount
of such draft. Upon written demand by the Issuing Bank with an outstanding
Letter of Credit Advance, with a copy of such demand to the Agent, each Lender
shall purchase from the Issuing Bank, and the Issuing Bank shall sell and assign
to each such Lender, such Lender's Ratable Share of such outstanding Letter of
Credit Advance as of the date of such purchase, by making available for the
account of its Applicable Lending Office to the Agent for the account of the
Issuing Bank, by deposit to the Agent's Account, in same day funds, an amount
equal to the portion of the outstanding principal amount of such Letter of
Credit Advance to be purchased by such Lender. Promptly after receipt thereof,
the Agent shall transfer such funds to the Issuing Bank. The Borrower hereby
agrees to each such sale and assignment. Each Lender agrees to purchase its
Ratable Share of an outstanding Letter of Credit Advance on (i) the Business Day
on which demand therefor is made by the Issuing Bank, provided that notice of
such demand is given not later than 11:00 A.M. (New York City time) on such
Business Day, or (ii) the first Business Day next succeeding such demand if
notice of such demand is given after such time. Upon any such assignment by the
Issuing Bank to any Lender of a portion of a Letter of Credit Advance, the
Issuing Bank represents and warrants to such other Lender that the Issuing Bank
is the legal and beneficial owner of such interest being assigned by it, free
and clear of any liens, but makes no other representation or warranty and
assumes no responsibility with respect to such Letter of Credit Advance, this
Agreement or the Borrower. If and to the extent that any Lender shall not have
so made the amount of such Letter of Credit Advance available to the Agent, such
Lender agrees to pay to the Agent forthwith on demand such amount together with
interest thereon, for each day from the date of demand by the Issuing Bank until
the date such amount is paid to the Agent, at the Federal Funds Rate for its
account or the account of the Issuing Bank, as applicable. If such Lender shall
pay to the Agent such amount for the account of the Issuing Bank on any Business
Day, such amount so paid in respect of principal shall constitute a Letter of
Credit Advance

                                       16
<PAGE>   22
made by such Lender on such Business Day for purposes of this Agreement, and the
outstanding principal amount of the Letter of Credit Advance made by the Issuing
Bank shall be reduced by such amount on such Business Day.

                  (d) Failure to Make Letter of Credit Advances. The failure of
any Lender to make the Letter of Credit Advance to be made by it on the date
specified in Section 2.04(c) shall not relieve any other Lender of its
obligation hereunder to make its Letter of Credit Advance on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Letter of Credit Advance to be made by such other Lender on such date.

                  SECTION 2.05. Fees. (a) Facility Fee. The Borrower agrees to
pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender's Revolving Credit Commitment from the Effective Date in
the case of each Initial Lender and from the effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender until the Termination Date at a rate per annum equal to the
Applicable Percentage in effect from time to time, payable in arrears quarterly
on the last day of each March, June, September and December, commencing June 30,
2001, and on the Termination Date.

                  (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to
the Agent for the account of each Lender a commission, payable in arrears
quarterly on the last day of each March, June, September and December commencing
June 30, 2001, and on the earliest to occur of the full drawing, expiration,
termination or cancellation of any Letter of Credit and on the Termination Date,
on such Lender's Ratable Share of the average daily aggregate Available Amount
during such quarter of all Letters of Credit outstanding from time to time at
the rate per annum equal to the Applicable Margin for Eurodollar Rate Advances
plus the Applicable Utilization Fee, if any, plus, after the occurrence and
during the continuance of an Event of Default under Section 6.01(a), 2% per
annum.

                  (ii) The Borrower shall pay to the Issuing Bank, for its own
         account, such commissions, issuance fees, fronting fees, transfer fees
         and other fees and charges in connection with the issuance or
         administration of each Letter of Credit as the Borrower and the Issuing
         Bank shall agree.

                  (c) Agent's Fees. The Borrower shall pay to the Agent for its
own account such fees as may from time to time be agreed between the Borrower
and the Agent.

                  SECTION 2.06. Termination or Reduction of the Commitments. (a)
Optional. The Borrower shall have the right, upon at least three Business Days'
notice to the Agent, to terminate in whole or permanently reduce ratably in part
the unused portions of the respective Unused Revolving Credit Commitments of the
Lenders, provided that each partial reduction shall be in the aggregate amount
of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

                  (b) Mandatory. The Letter of Credit Facility shall be
permanently reduced from time to time on the date of each reduction in the
Revolving Credit Commitments by the amount, if any, by which the amount of the
Letter of Credit Commitment exceeds the Revolving Credit Facility after giving
effect to such reduction of the Revolving Credit Facility.

                  SECTION 2.07. Repayment of Advances. (a) Revolving Credit
Advances. The Borrower shall repay to the Agent for the ratable account of the
Lenders on the Termination Date the aggregate principal amount of the Revolving
Credit Advances then outstanding.

                  (b) Letter of Credit Advances. (i) The Borrower shall repay to
the Agent for the account of the Issuing Bank and each other Lender that has
made a Letter of Credit Advance on the earlier of demand and the Termination
Date the outstanding principal amount of each Letter of Credit Advance made by
each of them.

                  (ii) The obligations of the Borrower under this Agreement, any
         Letter of Credit Agreement and any other agreement or instrument
         relating to any Letter of Credit shall be unconditional and
         irrevocable, and shall be paid strictly in accordance with the terms of
         this Agreement, such Letter of Credit Agreement and such other
         agreement or instrument under all circumstances, including, without
         limitation, the following circumstances:

                                       17
<PAGE>   23

                           (A) any lack of validity or enforceability or this
                  Agreement, any Letter of Credit Agreement, any Letter of
                  Credit or any other agreement or instrument relating thereto
                  (all of the foregoing being, collectively, the "L/C Related
                  Documents");

                           (B) any change in the time, manner or place of
                  payment of, or in any other term of, all or any of the
                  obligations of the Borrower in respect of any L/C Related
                  Document or any other amendment or waiver of or any consent to
                  departure from all or any of the L/C Related Documents;

                           (C) the existence of any claim, set-off, defense or
                  other right that the Borrower may have at any time against any
                  beneficiary or any transferee of a Letter of Credit (or any
                  Persons for which any such beneficiary or any such transferee
                  may be acting), the Issuing Bank or any other Person, whether
                  in connection with the transactions contemplated by the L/C
                  Related Documents or any unrelated transaction;

                           (D) any statement or any other document presented
                  under a Letter of Credit proving to be forged, fraudulent,
                  invalid or insufficient in any respect or any statement
                  therein being untrue or inaccurate in any respect;

                           (E) payment by the Issuing Bank under a Letter of
                  Credit against presentation of a draft or certificate that
                  does not strictly comply with the terms of such Letter of
                  Credit;

                           (F) any exchange, release or non-perfection of any
                  collateral, or any release or amendment or waiver of or
                  consent to departure from any guarantee, for all or any of the
                  obligations of the Borrower in respect to the L/C Related
                  Documents; or

                           (G) any other circumstances or happening whatsoever,
                  whether or not similar to any of the foregoing, including,
                  without limitation, any other circumstance that might
                  otherwise constitute a defense to, or a discharge of, the
                  Borrower or any guarantor.

                  SECTION 2.08. Interest on Revolving Credit Advances and Letter
of Credit Advances. (a) Scheduled Interest. The Borrower shall pay interest on
the unpaid principal amount of each Advance (other than a Competitive Bid
Advance) owing to each Lender from the date of such Advance until such principal
amount shall be paid in full, at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Advance is
         a Base Rate Advance, a rate per annum equal at all times to the sum of
         (x) the Base Rate in effect from time to time plus (y) the Applicable
         Margin in effect from time to time plus (z) the Applicable Utilization
         Fee in effect from time to time, payable in arrears quarterly on the
         last day of each March, June, September and December during such
         periods and on the date such Base Rate Advance shall be Converted or
         paid in full.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Rate Advance, a rate per annum equal at all
         times during each Interest Period for such Revolving Credit Advance to
         the sum of (x) the Eurodollar Rate for such Interest Period for such
         Revolving Credit Advance plus (y) the Applicable Margin in effect from
         time to time plus (z) the Applicable Utilization Fee in effect from
         time to time, payable in arrears on the last day of such Interest
         Period and, if such Interest Period has a duration of more than three
         months, on each day that occurs during such Interest Period every three
         months from the first day of such Interest Period and on the date such
         Eurodollar Rate Advance shall be Converted or paid in full.

                  (b) Default Interest. Upon the occurrence and during the
continuance of an Event of Default under Section 6.01(a), the Agent may, and
upon the request of the Required Lenders shall, require the Borrower to pay
interest ("Default Interest") on (i) the unpaid principal amount of each
Revolving Credit Advance and each Letter of Credit Advance owing to each Lender
Party, payable in arrears on the dates referred to in clause (a)(i) or

                                       18
<PAGE>   24
(a)(ii) above, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on such Revolving Credit Advance pursuant to
clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law,
the amount of any interest, fee or other amount payable hereunder that is not
paid when due, from the date such amount shall be due until such amount shall be
paid in full, payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on Base Rate Advances pursuant to clause
(a)(i) above, provided, however, that following acceleration of the Advances
pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder
whether or not previously required by the Agent.

                  SECTION 2.09. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurodollar Rate and each LIBO Rate. If any one or more of the
Reference Banks shall not furnish such timely information to the Agent for the
purpose of determining any such interest rate, the Agent shall determine such
interest rate on the basis of timely information furnished by the remaining
Reference Banks. The Agent shall give prompt notice to the Borrower and the
Lenders of the applicable interest rate determined by the Agent for purposes of
Section 2.08(a)(i) or (ii), and the rate, if any, furnished by each Reference
Bank for the purpose of determining the interest rate under Section 2.08(a)(ii).

                  (b) If, with respect to any Eurodollar Rate Advances, the
Required Lenders notify the Agent that the Eurodollar Rate for any Interest
Period for such Advances will not adequately reflect the cost to such Required
Lenders of making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to
make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances
shall be suspended until the Agent shall notify the Borrower and the Lenders
that the circumstances causing such suspension no longer exist.

                  (c) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify the Borrower and the Lenders and such Advances
will automatically, on the last day of the then existing Interest Period
therefor, Convert into Base Rate Advances.

                  (d) On the date on which the aggregate unpaid principal amount
of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than $10,000,000, such Advances
shall automatically Convert into Base Rate Advances.

                  (e) Upon the occurrence and during the continuance of any
Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make,
or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

                  (f) If Telerate Markets Page 3750 is unavailable and fewer
than two Reference Banks furnish timely information to the Agent for determining
the Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances or LIBO Rate
Advances, as the case may be,

                 (i) the Agent shall forthwith notify the Borrower and the
         Lenders that the interest rate cannot be determined for such Eurodollar
         Rate Advances or LIBO Rate Advances, as the case may be,

                 (ii) with respect to Eurodollar Rate Advances, each such
         Advance will automatically, on the last day of the then existing
         Interest Period therefor, Convert into a Base Rate Advance (or if such
         Advance is then a Base Rate Advance, will continue as a Base Rate
         Advance), and

                  (iii) the obligation of the Lenders to make Eurodollar Rate
         Advances or LIBO Rate Advances or to Convert Revolving Credit Advances
         into Eurodollar Rate Advances shall be suspended until the Agent shall
         notify the Borrower and the Lenders that the circumstances causing such
         suspension no longer exist.

                                       19
<PAGE>   25

                  SECTION 2.10. Optional Conversion of Revolving Credit
Advances. The Borrower may on any Business Day, upon notice given to the Agent
not later than 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Conversion and subject to the provisions of Sections
2.09 and 2.13, Convert all Revolving Credit Advances of one Type comprising the
same Borrowing into Revolving Credit Advances of the other Type; provided,
however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate
Advances shall be in an amount not less than the minimum amount specified in
Section 2.02(b) and no Conversion of any Revolving Credit Advances shall result
in more separate Revolving Credit Borrowings than permitted under Section
2.02(b). Each such notice of a Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the Revolving
Credit Advances to be Converted, and (iii) if such Conversion is into Eurodollar
Rate Advances, the duration of the initial Interest Period for each such
Advance. Each notice of Conversion shall be irrevocable and binding on the
Borrower.

                  SECTION 2.11. Prepayments of Revolving Credit Advances and
Letter of Credit Advances. (a) Optional. The Borrower may, upon notice at least
three Business Days' prior to the date of such prepayment, in the case of
Eurodollar Rate Advances, and not later than 11:00 A.M. (New York City time) on
the date of such prepayment, in the case of Base Rate Advances, to the Agent
stating the proposed date and aggregate principal amount of the prepayment, and
if such notice is given the Borrower shall, prepay the outstanding principal
amount of the Revolving Credit Advances comprising part of the same Revolving
Credit Borrowing or the Letter of Credit Advances in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that (x) each partial prepayment shall be in
an aggregate principal amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) in the event of any such prepayment of a
Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(c).

                  (b) Mandatory. (i) The Borrower shall, on each Business Day,
         prepay an aggregate principal amount of the Revolving Credit Advances
         comprising part of the same Revolving Credit Borrowing and the Letter
         of Credit Advances equal to the amount by which (A) the sum of the
         aggregate principal amount of the Advances then outstanding plus the
         aggregate Available Amount of all Letters of Credit then outstanding
         exceeds (B) the Revolving Credit Facility on such Business Day.

                  (ii) The Borrower shall, on each Business Day, pay to the
         Agent for deposit in the L/C Cash Collateral Account an amount
         sufficient to cause the aggregate amount on deposit in such Account to
         equal the amount by which the aggregate Available Amount of all Letters
         of Credit then outstanding exceeds the Letter of Credit Facility on
         such Business Day.

                  SECTION 2.12. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender Party of agreeing to make
or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances
or of agreeing to issue or of issuing or maintaining Letters of Credit or of
agreeing to make or of making or maintaining Letter of Credit Advances
(excluding for purposes of this Section 2.12 any such increased costs resulting
from (i) Taxes or Other Taxes (as to which Section 2.15 shall govern) and (ii)
changes in the basis of taxation of overall net income or overall gross income
by the United States or by the foreign jurisdiction or state under the laws of
which such Lender Party is organized or has its Applicable Lending Office or any
political subdivision thereof), then the Borrower shall from time to time, upon
demand by such Lender Party (with a copy of such demand to the Agent), pay to
the Agent for the account of such Lender Party additional amounts sufficient to
compensate such Lender Party for such increased cost; provided, however, that
before making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such a
designation would avoid the need for, or reduce the amount of, such increased
cost and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender. A certificate as to the amount of such increased
cost, submitted to the Borrower and the Agent by such Lender Party, shall be
conclusive and binding for all purposes, absent manifest error.

                  (b) If any Lender Party determines that compliance with any
law or regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law)

                                       20
<PAGE>   26
affects or would affect the amount of capital required or expected to be
maintained by such Lender Party or any corporation controlling such Lender Party
and that the amount of such capital is increased by or based upon the existence
of such Lender Party's commitment to lend or to issue Letters of Credit
hereunder and other commitments of such type or the issuance or maintenance of
the Letters of Credit (or similar contingent obligations), then, upon demand by
such Lender Party (with a copy of such demand to the Agent), the Borrower shall
pay to the Agent for the account of such Lender Party, from time to time as
specified by such Lender Party, additional amounts sufficient to compensate such
Lender Party or such corporation in the light of such circumstances, to the
extent that such Lender Party reasonably determines such increase in capital to
be allocable to the existence of such Lender Party's commitment to lend
hereunder. A certificate as to such amounts submitted to the Borrower and the
Agent by such Lender Party shall be conclusive and binding for all purposes,
absent manifest error.

                  (c) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section 2.12 shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate such Lender pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Borrower of the event giving rise to such increased costs or
reductions and of such Lender's intention to claim compensation therefor;
provided, further that, if the event giving rise to such increased costs or
reductions is retroactive, then the 180 day period referred to above shall be
extended to include the period of retroactive effect thereof.

                  SECTION 2.13. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending Office to perform its
obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or
to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder,
(a) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, will
automatically, at the end of the applicable Interest Period then in effect if
permitted and otherwise upon such demand, Convert into a Base Rate Advance or an
Advance that bears interest at the rate set forth in Section 2.08(a)(i), as the
case may be, and (b) the obligation of the Lenders to make Eurodollar Rate
Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into
Eurodollar Rate Advances shall be suspended until the Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist; provided, however, that before making any such demand, each Lender
agrees to use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to designate a different Eurocurrency Lending
Office if the making of such a designation would allow such Lender or its
Eurocurrency Lending Office to continue to perform its obligations to make
Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate
Advances and would not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender.

                  SECTION 2.14. Payments and Computations. (a) The Borrower
shall make each payment hereunder, irrespective of any right of counterclaim or
set-off, not later than 11:00 A.M. (New York City time) on the day when due in
U.S. dollars to the Agent at the Agent's Account in same day funds. The Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal, interest, facility fees or Letter of Credit commissions
ratably (other than amounts payable pursuant to Section 2.03, 2.12, 2.15 or
8.04(c)) to the Lenders for the account of their respective Applicable Lending
Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Applicable Lending Office, in
each case to be applied in accordance with the terms of this Agreement. Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 8.07(c), from and after
the effective date specified in such Assignment and Acceptance, the Agent shall
make all payments hereunder and under the Notes in respect of the interest
assigned thereby to the Lender assignee thereunder, and the parties to such
Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

                  (b) All computations of interest based on the Base Rate shall
be made by the Agent on the basis of a year of 365 or 366 days, as the case may
be, and all computations of interest based on the Eurodollar Rate, the LIBO Rate
or the Federal Funds Rate or in respect of Fixed Rate Advances and of facility
fees and Letter of Credit commissions shall be made by the Agent on the basis of
a year of 360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest,

                                       21
<PAGE>   27
facility fees or Letter of Credit commissions are payable. Each determination by
the Agent of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error.

                  (c) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest, facility fee or
Letter of Credit commissions, as the case may be; provided, however, that, if
such extension would cause payment of interest on or principal of Eurodollar
Rate Advances or LIBO Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

                  (d) Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Lenders hereunder
that the Borrower will not make such payment in full, the Agent may assume that
the Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent the Borrower shall not have so made such payment in full to
the Agent, each Lender shall repay to the Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Agent, at the Federal Funds Rate.

                  SECTION 2.15. Taxes. (a) Any and all payments by the Borrower
to or for the account of any Lender Party or the Agent hereunder or under the
Notes or any other documents to be delivered hereunder shall be made, in
accordance with Section 2.14 or the applicable provisions of such other
documents, free and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender Party
and the Agent, taxes imposed on its overall net income, and franchise taxes
imposed on it in lieu of net income taxes, by the jurisdiction under the laws of
which such Lender Party or the Agent (as the case may be) is organized or any
political subdivision thereof and, in the case of each Lender Party, taxes
imposed on its overall net income, and franchise taxes imposed on it in lieu of
net income taxes, by the jurisdiction of such Lender Party's Applicable Lending
Office or any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or under the Notes being hereinafter referred to as "Taxes").
If the Borrower shall be required by law to deduct any Taxes from or in respect
of any sum payable hereunder or under any Note or any other documents to be
delivered hereunder to any Lender Party or the Agent, (i) the sum payable shall
be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.15) such Lender Party 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, (ii)
the Borrower shall make such deductions and (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.

                  (b) In addition, the Borrower shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes or
any other documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes or any other documents to be delivered hereunder (hereinafter
referred to as "Other Taxes").

                  (c) The Borrower shall indemnify each Lender Party and the
Agent for and hold it harmless against the full amount of Taxes or Other Taxes
(including, without limitation, taxes of any kind imposed or asserted by any
jurisdiction on amounts payable under this Section 2.15) imposed on or paid by
such Lender Party or the Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
This indemnification shall be made within 30 days from the date such Lender
Party or the Agent (as the case may be) makes written demand therefor.

                  (d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Agent, at its address referred to in Section 8.02,
the original or a certified copy of a receipt evidencing such payment to the
extent such a receipt is issued therefor, or other written proof of payment
thereof that is reasonably satisfactory to the Agent. In the case of any payment
hereunder or under the Notes or any other documents to be delivered hereunder by
or on behalf of the Borrower through an account or branch outside the United
States or by or

                                       22
<PAGE>   28
on behalf of the Borrower by a payor that is not a United States person, if the
Borrower determines that no Taxes are payable in respect thereof, the Borrower
shall furnish, or shall cause such payor to furnish, to the Agent, at such
address, an opinion of counsel acceptable to the Agent stating that such payment
is exempt from Taxes. For purposes of this subsection (d) and subsection (e),
the terms "United States" and "United States person" shall have the meanings
specified in Section 7701 of the Internal Revenue Code.

                  (e) Each Lender Party organized under the laws of a
jurisdiction outside the United States, on or prior to the date of its execution
and delivery of this Agreement in the case of each Initial Lender Party and on
the date of the Assumption Agreement or the Assignment and Acceptance pursuant
to which it becomes a Lender Party in the case of each other Lender Party, and
from time to time thereafter as reasonably requested in writing by the Borrower
(but only so long as such Lender Party remains lawfully able to do so), shall
provide each of the Agent and the Borrower with two original Internal Revenue
Service forms W-8BEN or W-8ECI, as appropriate, or any successor or other form
prescribed by the Internal Revenue Service, certifying that such Lender Party is
exempt from or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement or the Notes. If the form provided by a
Lender Party at the time such Lender Party first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Lender Party provides the appropriate forms certifying
that a lesser rate applies, whereupon withholding tax at such lesser rate only
shall be considered excluded from Taxes for periods governed by such form;
provided, however, that, if at the date of the Assignment and Acceptance
pursuant to which a Lender Party assignee becomes a party to this Agreement, the
Lender Party assignor was entitled to payments under subsection (a) in respect
of United States withholding tax with respect to interest paid at such date,
then, to such extent, the term Taxes shall include (in addition to withholding
taxes that may be imposed in the future or other amounts otherwise includable in
Taxes) United States withholding tax, if any, applicable with respect to the
Lender Party assignee on such date. If any form or document referred to in this
subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required on the date hereof
by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender Party
reasonably considers to be confidential, the Lender Party shall give notice
thereof to the Borrower and shall not be obligated to include in such form or
document such confidential information.

                  (f) For any period with respect to which a Lender Party has
failed to provide the Borrower with the appropriate form, certificate or other
document described in Section 2.15(e) (other than if such failure is due to a
change in law, or in the interpretation or application thereof, occurring
subsequent to the date on which a form, certificate or other document originally
was required to be provided, or if such form, certificate or other document
otherwise is not required under subsection (e) above), such Lender Party shall
not be entitled to indemnification under Section 2.15(a) or (c) with respect to
Taxes imposed by the United States by reason of such failure; provided, however,
that should a Lender Party become subject to Taxes because of its failure to
deliver a form, certificate or other document required hereunder, the Borrower
shall take such steps as the Lender Party shall reasonably request to assist the
Lender Party to recover such Taxes.

                  SECTION 2.16. Sharing of Payments, Etc. If any Lender Party
shall obtain any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) on account of the Revolving Credit
Advances or Letter of Credit Advances owing to it (other than pursuant to
Section 2.12, 2.15 or 8.04(c)) in excess of its ratable share of payments on
account of the Revolving Credit Advances and Letter of Credit Advances obtained
by all the Lender Parties, such Lender Party shall forthwith purchase from the
other Lender Parties such participations in the Revolving Credit Advances owing
to them as shall be necessary to cause such purchasing Lender Party to share the
excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender Party, such purchase from each Lender Party shall be rescinded and such
Lender Party shall repay to the purchasing Lender Party the purchase price to
the extent of such recovery together with an amount equal to such Lender Party's
ratable share (according to the proportion of (i) the amount of such Lender
Party's required repayment to (ii) the total amount so recovered from the
purchasing Lender Party) of any interest or other amount paid or payable by the
purchasing Lender Party in respect of the total amount so recovered. The
Borrower agrees that any Lender Party so purchasing a participation from another
Lender Party pursuant to this Section 2.16 may, to the fullest extent permitted
by law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender Party were the direct
creditor of the Borrower in the amount of such participation.

                                       23
<PAGE>   29

                  SECTION 2.17. Evidence of Debt. (a) 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 Revolving Credit
Advance and Letter of Credit Advance owing to such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder in respect of Revolving Credit Advances and Letter
of Credit Advances. The Borrower agrees that upon notice by any Lender to the
Borrower (with a copy of such notice to the Agent) to the effect that a
Revolving Credit Note is required or appropriate in order for such Lender to
evidence (whether for purposes of pledge, enforcement or otherwise) the
Revolving Credit Advances and Letter of Credit Advances owing to, or to be made
by, such Lender, the Borrower shall promptly execute and deliver to such Lender
a Revolving Credit Note payable to the order of such Lender in a principal
amount up to the Revolving Credit Commitment of such Lender.

                  (b) The Register maintained by the Agent pursuant to Section
8.07(d) shall include a control account, and a subsidiary account for each
Lender, in which accounts (taken together) shall be recorded (i) the date and
amount of each Borrowing made hereunder, the Type of Advances comprising such
Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the
terms of each Assignment and Acceptance delivered to and accepted by it, (iii)
the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iv) the amount of any
sum received by the Agent from the Borrower hereunder and each Lender's share
thereof.

                  (c) Entries made in good faith by the Agent in the Register
pursuant to subsection (b) above, and by each Lender in its account or accounts
pursuant to subsection (a) above, shall be prima facie evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an
entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of the
Borrower under this Agreement.

                  SECTION 2.18. Use of Proceeds. The proceeds of the Advances
and issuances of Letters of Credit shall be available (and the Borrower agrees
that it shall use such proceeds and Letters of Credit) solely for general
corporate purposes of the Borrower and its Subsidiaries.

                                   ARTICLE III

   CONDITIONS TO EFFECTIVENESS AND LENDING AND ISSUANCES OF LETTERS OF CREDIT

                  SECTION 3.01. Conditions Precedent to Effectiveness of
Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become
effective on and as of the first date (the "Effective Date") on which the
following conditions precedent have been satisfied:

                 (a) There shall have occurred no Material Adverse Change since
         December 31, 2000.

                 (b) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Borrower or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) could be reasonably expected to have a
         Material Adverse Effect or (ii) purports to affect the legality,
         validity or enforceability of this Agreement or any Note or the
         consummation of the transactions contemplated hereby.

                 (c) Nothing shall have come to the attention of the Lender
         Parties during the course of their due diligence investigation to lead
         them to believe that the Information Memorandum was or has become
         misleading, incorrect or incomplete in any material respect; without
         limiting the generality of the foregoing, the Lender Parties shall have
         been given such access to the management, records, books of account,
         contracts and properties of the Borrower and its Subsidiaries as they
         shall have requested.

                 (d) All governmental and third party consents and approvals
         necessary in connection with the transactions contemplated hereby shall
         have been obtained (without the imposition of any conditions that

                                       24
<PAGE>   30
are not acceptable to the Lender Parties) and shall remain in effect, and no law
or regulation shall be applicable in the reasonable judgment of the Lender
Parties that restrains, prevents or imposes materially adverse conditions upon
the transactions contemplated hereby.

                 (e) The Borrower shall have notified the Agent, who will
         promptly notify each Lender Party, in writing as to the proposed
         Effective Date.

                 (f) The Borrower shall have paid all accrued fees and expenses
         of the Agent and the Lender Parties (including the accrued fees and
         expenses of counsel to the Agent).

                 (g) On the Effective Date, the following statements shall be
         true and the Agent shall have received for the account of each Lender
         Party a certificate signed by a duly authorized officer of the
         Borrower, dated the Effective Date, stating that:

                     (i) The representations and warranties contained in Section
         4.01 are correct on and as of the Effective Date,

                     (ii) No event has occurred and is continuing that
         constitutes a Default, and

                     (iii) The Borrower has terminated the commitments of the
         lenders and repaid or prepaid in full all amounts outstanding under (A)
         the Amended and Restated Credit Agreement dated as of July 21, 1995
         among the Borrower, the lenders parties thereto and Canadian Imperial
         Bank of Commerce, as agent, and (B) the 364-Day Credit Agreement dated
         as of June 3, 1999 among the Borrower, the lenders parties thereto and
         Canadian Imperial Bank of Commerce, as agent.

                     By execution of this Agreement, each of the Lenders that is
         a lender under either of the credit agreements referred to in clause
         (iii) above hereby waives the requirement set forth in Section 3.02 of
         each such credit agreement of three business days' prior notice to the
         termination of their commitments thereunder.

         (h) The Agent shall have received on or before the Effective Date the
     following, each dated such day, in form and substance satisfactory to the
     Agent and (except for the Revolving Credit Notes) in sufficient copies for
     each Lender Party:

                           (i) The Revolving Credit Notes to the order of the
                  Lenders to the extent requested by any Lender pursuant to
                  Section 2.17.

                           (ii) Certified copies of the resolutions of the Board
                  of Directors of the Borrower approving the Loan Documents, and
                  of all documents evidencing other necessary corporate action
                  and governmental approvals, if any, with respect to the Loan
                  Documents.

                           (iii) A certificate of the Secretary or an Assistant
                  Secretary of the Borrower certifying the names and true
                  signatures of the officers of the Borrower authorized to sign
                  the Loan Documents and the other documents to be delivered
                  hereunder.

                           (iv) A favorable opinion of each of Jane G. Davis,
                  Vice President, Secretary and General Counsel of the Borrower,
                  and Miles & Stockbridge P.C., counsel for the Borrower,
                  substantially in the form of Exhibit D-1 and Exhibit D-2
                  hereto, respectively, and as to such other matters as any
                  Lender Party through the Agent may reasonably request.

                           (v) A favorable opinion of Shearman & Sterling,
                  counsel for the Agent, in form and substance satisfactory to
                  the Agent.

                                       25
<PAGE>   31

                  SECTION 3.02. Conditions Precedent to Each Revolving Credit
Borrowing and each Issuance. The obligation of each Lender to make a Revolving
Credit Advance on the occasion of each Revolving Credit Borrowing and the
obligation of the Issuing Bank to issue a Letter of Credit, shall be subject to
the conditions precedent that the Effective Date shall have occurred and on the
date of such Revolving Credit Borrowing or such issuance (a) the following
statements shall be true (and each of the giving of the applicable Notice of
Revolving Credit Borrowing or Notice of Issuance and the acceptance by the
Borrower of the proceeds of such Revolving Credit Borrowing or of such Letter of
Credit shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing or issuance such statements are true):

                  (i) the representations and warranties contained in Section
         4.01 (except, in the case of Revolving Credit Borrowings, the
         representations set forth in the last sentence of subsection (e)
         thereof and in subsection (f)(i) thereof) are correct on and as of such
         date, before and after giving effect to such Revolving Credit Borrowing
         or issuance and to the application of the proceeds therefrom, as though
         made on and as of such date, and

                  (ii) no event has occurred and is continuing, or would result
         from such Revolving Credit Borrowing or issuance or from the
         application of the proceeds therefrom, that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender Party through the Agent may reasonably request.

                  SECTION 3.03. Conditions Precedent to Each Competitive Bid
Borrowing. The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such Competitive
Bid Advance as part of such Competitive Bid Borrowing is subject to the
conditions precedent that (i) the Agent shall have received the written
confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on
or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note
payable to the order of such Lender for each of the one or more Competitive Bid
Advances to be made by such Lender as part of such Competitive Bid Borrowing, in
a principal amount equal to the principal amount of the Competitive Bid Advance
to be evidenced thereby and otherwise on such terms as were agreed to for such
Competitive Bid Advance in accordance with Section 2.03, and (iii) on the date
of such Competitive Bid Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the Borrower of the proceeds of such Competitive Bid Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Competitive Bid Borrowing such statements are true):

                  (a) the representations and warranties contained in Section
         4.01 (except the representations set forth in the last sentence of
         subsection (e) thereof and in subsection (f)(i) thereof) are correct on
         and as of the date of such Competitive Bid Borrowing, before and after
         giving effect to such Competitive Bid Borrowing and to the application
         of the proceeds therefrom, as though made on and as of such date,

                  (b) no event has occurred and is continuing, or would result
         from such Competitive Bid Borrowing or from the application of the
         proceeds therefrom, that constitutes a Default, and

                  (c) no event has occurred and no circumstance exists as a
         result of which the information concerning the Borrower that has been
         provided to the Agent and each Lender by the Borrower in connection
         herewith would include an untrue statement of a material fact or omit
         to state any material fact or any fact necessary to make the statements
         contained therein, in the light of the circumstances under which they
         were made, not misleading.

                  SECTION 3.04. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender Party shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lender Parties unless an
officer of the Agent responsible for the transactions contemplated by this
Agreement shall have received notice from such Lender Party prior to the date
that the

                                       26
<PAGE>   32
Borrower, by notice to the Lender Parties, designates as the proposed Effective
Date, specifying its objection thereto. The Agent shall promptly notify the
Lender Parties of the occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                  (a) The Borrower is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware.

                  (b) The execution, delivery and performance by the Borrower of
         the Loan Documents and the consummation of the transactions
         contemplated hereby, are within the Borrower's corporate powers, have
         been duly authorized by all necessary corporate action, and do not
         contravene (i) the Borrower's charter or by-laws or (ii) law or any
         contractual restriction binding on or affecting the Borrower.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery
         and performance by the Borrower of the Loan Documents.

                  (d) This Agreement has been, and each of the other Loan
         Documents when delivered hereunder will have been, duly executed and
         delivered by the Borrower. This Agreement is, and each of the other
         Loan Documents when delivered hereunder will be, the legal, valid and
         binding obligation of the Borrower enforceable against the Borrower in
         accordance with their respective terms, except as enforceability may be
         limited by applicable bankruptcy, insolvency, reorganization,
         moratorium or similar laws affecting the enforcement of creditors'
         rights generally and by general equitable principles (whether
         enforcement is sought by proceedings in equity or at law).

                  (e) The Consolidated balance sheet of the Borrower and its
         Subsidiaries as at December 31, 2000, and the related Consolidated
         statements of income and cash flows of the Borrower and its
         Subsidiaries for the fiscal year then ended, accompanied by an opinion
         of KPMG LLP, independent public accountants, and the Consolidated
         balance sheet of the Borrower and its Subsidiaries as at March 31,
         2001, and the related Consolidated statements of income and cash flows
         of the Borrower and its Subsidiaries for the three months then ended,
         duly certified by the chief financial officer or the treasurer of the
         Borrower, copies of which have been furnished to each Lender Party,
         fairly present, subject, in the case of said balance sheet as at March
         31, 2001, and said statements of income and cash flows for the three
         months then ended, to year-end audit adjustments, the Consolidated
         financial condition of the Borrower and its Subsidiaries as at such
         dates and the Consolidated results of the operations of the Borrower
         and its Subsidiaries for the periods ended on such dates, all in
         accordance with generally accepted accounting principles consistently
         applied. Since December 31, 2000, there has been no Material Adverse
         Change.

                  (f) There is no pending or, to the knowledge of the Borrower,
         threatened action, suit, investigation, litigation or proceeding,
         including, without limitation, any Environmental Action, affecting the
         Borrower or any of its Subsidiaries before any court, governmental
         agency or arbitrator that (i) could be reasonably expected to have a
         Material Adverse Effect or (ii) purports to affect the legality,
         validity or enforceability of this Agreement or any Note or the
         consummation of the transactions contemplated hereby.

                  (g) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying margin stock (within
         the meaning of Regulation U issued by the Board of Governors of the
         Federal Reserve System), and no proceeds of any Advance will be used to
         purchase or carry any margin stock or to extend credit to others for
         the purpose of purchasing or carrying any margin stock.

                                       27
<PAGE>   33

                  (h) The Borrower is not an "investment company", or a company
         "controlled" by an "investment company", within the meaning of the
         Investment Company Act of 1940, as amended.

                                    ARTICLE V
                            COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any Advance
shall remain unpaid, any Lender Party shall have any Commitment hereunder or any
Letter of Credit shall be outstanding, the Borrower will:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         laws, rules, regulations and orders, such compliance to include,
         without limitation, compliance with ERISA and Environmental Laws.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, might by law become a Lien upon its property;
         provided, however, that neither the Borrower nor any of its
         Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that (i) does not singly or in the
         aggregate exceed $25,000,000 or (ii) is being contested in good faith
         and by proper proceedings and as to which appropriate reserves are
         being maintained, unless and until any Lien resulting therefrom
         attaches to its property and becomes enforceable against its other
         creditors.

                  (c) Maintenance of Insurance. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which the
         Borrower or such Subsidiary operates.

                  (d) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its corporate existence, rights (charter and statutory) and franchises;
         provided, however, that (i) the Borrower and its Subsidiaries may
         consummate any transaction permitted under Section 5.02(b), (ii) any
         Subsidiary the aggregate book value of the assets of which is less than
         $65,000,000 will not be subject to this Section 5.01(d) and (iii)
         neither the Borrower nor any of its Subsidiaries shall be required to
         preserve any right or franchise or, in the case of any immaterial
         Subsidiary, its existence, if the Borrower or such Subsidiary shall
         determine that the preservation thereof is no longer desirable in the
         conduct of the business of the Borrower or such Subsidiary, as the case
         may be, and that the loss thereof is not disadvantageous in any
         material respect to the Borrower, such Subsidiary or the Lender
         Parties.

                  (e) Visitation Rights. At any reasonable time and from time to
         time upon reasonable notice, permit the Agent or any of the Lender
         Parties or any agents or representatives thereof, to examine and make
         copies of and abstracts from the records and books of account of, and
         visit the properties of, the Borrower and any of its Subsidiaries, and
         to discuss the affairs, finances and accounts of the Borrower and any
         of its Subsidiaries with any of their officers or directors and with
         their independent certified public accountants.

                  (f) Keeping of Books. Keep, and cause each of its Subsidiaries
         to keep, proper books of record and account, in which full and correct
         entries shall be made of all financial transactions and the assets and
         business of the Borrower and each such Subsidiary in accordance with
         generally accepted accounting principles in effect from time to time.

                  (g) Maintenance of Properties, Etc. Maintain and preserve, and
         cause each of its Subsidiaries to maintain and preserve, all of its
         material properties that are used or useful in the conduct of its
         business in good working order and condition, ordinary wear and tear
         excepted.

                                       28
<PAGE>   34

            (h) Transactions with Affiliates. Conduct, and cause each of its
      Subsidiaries to conduct, all transactions otherwise permitted under this
      Agreement with any of their Affiliates (other than the Borrower and its
      Subsidiaries) on terms that are fair and reasonable and no less favorable
      to the Borrower or such Subsidiary than it would obtain in a comparable
      arm's-length transaction with a Person not an Affiliate, except for
      transactions with joint ventures in which the Borrower owns, directly or
      indirectly, an interest of at least 20%, which could not, singly or in the
      aggregate, reasonably be expected to have a Material Adverse Effect.

            (i)   Reporting Requirements.  Furnish to the Lender Parties:

                  (i) as soon as available and in any event within 45 days after
            the end of each of the first three quarters of each fiscal year of
            the Borrower, the Consolidated balance sheet of the Borrower and its
            Subsidiaries as of the end of such quarter and Consolidated
            statements of income and cash flows of the Borrower and its
            Subsidiaries for the period commencing at the end of the previous
            fiscal year and ending with the end of such quarter, duly certified
            (subject to year-end audit adjustments) by the chief financial
            officer or treasurer of the Borrower as having been prepared in
            accordance with generally accepted accounting principles and
            certificates of the chief financial officer or treasurer of the
            Borrower as to compliance with the terms of this Agreement and
            setting forth in reasonable detail the calculations necessary to
            demonstrate compliance with Section 5.03, provided that in the event
            of any change in generally accepted accounting principles used in
            the preparation of such financial statements, the Borrower shall
            also provide, if necessary for the determination of compliance with
            Section 5.03, a statement of reconciliation conforming such
            financial statements to GAAP;

                  (ii) as soon as available and in any event within 90 days
            after the end of each fiscal year of the Borrower, a copy of the
            annual audit report for such year for the Borrower and its
            Subsidiaries, containing the Consolidated balance sheet of the
            Borrower and its Subsidiaries as of the end of such fiscal year and
            Consolidated statements of income and cash flows of the Borrower and
            its Subsidiaries for such fiscal year, in each case accompanied by
            an opinion without a "going concern" or like qualification or
            exception, or qualification arising out of the scope of the audit,
            acceptable to the Required Lenders by KPMG LLP or other independent
            public accountants of nationally recognized standing and
            certificates of the chief financial officer or treasurer of the
            Borrower as to compliance with the terms of this Agreement and
            setting forth in reasonable detail the calculations necessary to
            demonstrate compliance with Section 5.03, provided that in the event
            of any change in generally accepted accounting principles used in
            the preparation of such financial statements, the Borrower shall
            also provide, if necessary for the determination of compliance with
            Section 5.03, a statement of reconciliation conforming such
            financial statements to GAAP;

                  (iii) as soon as possible and in any event within five days
            after the occurrence of each Default continuing on the date of such
            statement, a statement of the chief financial officer or treasurer
            of the Borrower setting forth details of such Default and the action
            that the Borrower has taken and proposes to take with respect
            thereto;

                  (iv) promptly after the sending or filing thereof, copies of
            all reports that the Borrower sends to any of its securityholders,
            and copies of all reports and registration statements that the
            Borrower or any Subsidiary files with the Securities and Exchange
            Commission;

                  (v) promptly after the commencement (or, if later, promptly
            after the Borrower becomes aware) thereof, notice of all actions and
            proceedings before any court, governmental agency or arbitrator
            affecting the Borrower or any of its Subsidiaries of the type
            described in Section 4.01(f);

                  (vi) promptly after the Borrower becomes aware thereof, notice
            of a development or event which could reasonably be expected to have
            a Material Adverse Effect; and


                                       29
<PAGE>   35
                  (vii) such other information respecting the Borrower or any of
            its Subsidiaries as any Lender Party through the Agent may from time
            to time reasonably request.

            (j) Change in Nature of Business. Continue, and cause its
      Subsidiaries to continue, to engage in business of the same general type
      as conducted by it and its Subsidiaries, taken as a whole, on the date
      hereof.

            SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid, any Lender Party shall have any Commitment hereunder or any
Letter of Credit shall be outstanding, the Borrower will not:

            (a) Liens, Etc. Create or suffer to exist, or permit any of its
      Subsidiaries to create or suffer to exist, any Lien on or with respect to
      any of its properties, whether now owned or hereafter acquired, or assign,
      or permit any of its Subsidiaries to assign, any right to receive income,
      other than:

                  (i)   Permitted Liens and Liens on assets of Subsidiaries
            of the Borrower for the benefit of other Subsidiaries of the
            Borrower or for the benefit of the Borrower,

                  (ii) purchase money Liens upon or in any assets acquired or
            held by the Borrower or any Subsidiary in the ordinary course of
            business to secure the purchase price of such assets or to secure
            Debt incurred solely for the purpose of financing the acquisition of
            such assets, or Liens existing on such assets at the time of or
            substantially contemporaneously with its acquisition (other than any
            such Liens created in contemplation of such acquisition that were
            not incurred to finance the acquisition of such assets) or
            extensions, renewals or replacements of any of the foregoing for the
            same or a lesser amount, provided, however, that no such Lien shall
            extend to or cover any properties of any character other than the
            assets being acquired, and no such extension, renewal or replacement
            shall extend to or cover any properties not theretofore subject to
            the Lien being extended, renewed or replaced.

                  (iii) the Liens existing on the Effective Date and described
            on Schedule 5.02(a) hereto,

                  (iv) Liens on property of a Person existing at the time such
            Person is merged into or consolidated with the Borrower or any
            Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;
            provided that such Liens were not created in contemplation of such
            merger, consolidation or acquisition and do not extend to any assets
            other than those of the Person so merged into or consolidated with
            the Borrower or such Subsidiary or acquired by the Borrower or such
            Subsidiary,

                  (v) the replacement, extension or renewal of any Lien
            permitted by clause (iii) or (iv) above upon or in the same property
            theretofore subject thereto or the replacement, extension or renewal
            (without increase in the amount or change in any direct or
            contingent obligor) of the Debt secured thereby,

                  (vi) Liens on any capital stock which is not Voting Stock, and
            on not more than 20% of the Voting Stock, of any Foreign Subsidiary
            securing Debt of the Borrower or any Foreign Subsidiary in an
            aggregate amount at any time outstanding for the Borrower and all
            Foreign Subsidiaries not to exceed 25% of Net Worth; and

                  (vii) Liens not otherwise permitted by this Section 5.02(a)
            securing obligations in an aggregate amount not to exceed 10% of Net
            Worth.

            (b) Mergers, Etc. Merge or consolidate with or into, or convey,
      transfer, lease or otherwise dispose of (whether in one transaction or in
      a series of transactions) all or substantially all of its assets (whether
      now owned or hereafter acquired) to, any Person, or permit any of its
      Subsidiaries to do so, except


                                       30
<PAGE>   36
      that (i) any Subsidiary of the Borrower may merge or consolidate with or
      into, or dispose of assets to, any other Subsidiary of the Borrower, (ii)
      any Subsidiary of the Borrower may merge into or dispose of assets to the
      Borrower and (iii) any Subsidiary of the Borrower may sell, lease,
      transfer or otherwise dispose of any or all of its assets in connection
      with an investment in a joint venture engaged in a business of the same
      general type as that engaged in by the Borrower and its Subsidiaries,
      provided, in each case, that no Default shall have occurred and be
      continuing at the time of such proposed transaction or would result
      therefrom and provided, further, that any Subsidiary of the Borrower the
      then aggregate book value of the assets of which is less than $65,000,000
      shall not be subject to this Section 5.02(b).

            (c)   Accounting Changes.  Make or permit, or permit any of its
      Subsidiaries to make or permit, any change in accounting policies or
      reporting practices, except as required or permitted by generally
      accepted accounting principles.

            SECTION 5.03. Financial Covenants. So long as any Advance shall
remain unpaid, any Lender Party shall have any Commitment hereunder or Letter of
Credit shall be outstanding, the Borrower will:

            (a) Interest Coverage Ratio. Maintain a ratio of Consolidated EBITDA
      of the Borrower and its Subsidiaries for the period of four fiscal
      quarters most recently ended to Consolidated interest expense of the
      Borrower and its Subsidiaries for that period as reported on the
      Consolidated statements of income (or comparable statement) of not less
      than 3.50 : 1.00

            (b) Covenant Debt to Capital. Maintain a ratio of Consolidated
      Covenant Debt to the sum of Consolidated Covenant Debt plus Net Worth of
      not greater than the ratio set forth below measured as of the end of each
      fiscal quarter during the year set forth below:

<TABLE>
<CAPTION>
                  Year                    Ratio
                  ----                    -----
<S>                                       <C>
                  2001                    0.63 : 1.00

                  2002                    0.57 : 1.00

                  2003                    0.52 : 1.00

                  2004 and thereafter     0.50 : 1.00
</TABLE>


                                   ARTICLE VI

                                EVENTS OF DEFAULT

            SECTION 6.01.  Events of Default.  If any of the following events
("Events of Default") shall occur and be continuing:

            (a) The Borrower shall fail to pay any principal of any Advance when
      the same becomes due and payable; or the Borrower shall fail to pay any
      interest on any Advance or make any other payment of fees or other amounts
      payable under this Agreement or any Note within five Business Days after
      the same becomes due and payable; or

            (b) Any representation or warranty made by the Borrower herein or by
      the Borrower (or any of its officers) in connection with this Agreement
      shall prove to have been incorrect in any material respect when made; or

            (c) (i) The Borrower shall fail to perform or observe any term,
      covenant or agreement contained in Section 5.01(d), (e), (h) or (i), 5.02
      or 5.03, or (ii) the Borrower shall fail to perform or observe any other
      term, covenant or agreement contained in this Agreement on its part to be
      performed or observed if such failure shall remain unremedied for 30 days
      after written notice thereof shall have been given to the Borrower by the
      Agent or any Lender Party; or


                                       31
<PAGE>   37
            (d) The Borrower or any of its Subsidiaries shall fail to pay any
      principal of or premium or interest on any Debt that is outstanding in a
      principal or notional amount of at least $25,000,000 in the aggregate (but
      excluding Debt outstanding hereunder) of the Borrower or such Subsidiary
      (as the case may be), when the same becomes due and payable (whether by
      scheduled maturity, required prepayment, acceleration, demand or
      otherwise), and such failure shall continue after the applicable grace
      period, if any, specified in the agreement or instrument relating to such
      Debt; or any other event shall occur or condition shall exist under any
      agreement or instrument relating to any such Debt and shall continue after
      the applicable grace period, if any, specified in such agreement or
      instrument, if the effect of such event or condition is to accelerate, or
      to permit the acceleration of, the maturity of such Debt; or any such Debt
      shall be declared to be due and payable, or required to be prepaid or
      redeemed (other than by a regularly scheduled required prepayment or
      redemption), purchased or defeased, or an offer to prepay, redeem,
      purchase or defease such Debt shall be required to be made, in each case
      prior to the stated maturity thereof; or

            (e) The Borrower or any of its Subsidiaries shall generally not pay
      its debts as such debts become due, or shall admit in writing its
      inability to pay its debts generally, or shall make a general assignment
      for the benefit of creditors; or any proceeding shall be instituted by or
      against the Borrower or any of its Subsidiaries seeking to adjudicate it a
      bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
      arrangement, adjustment, protection, relief, or composition of it or its
      debts under any law relating to bankruptcy, insolvency or reorganization
      or relief of debtors, or seeking the entry of an order for relief or the
      appointment of a receiver, trustee, custodian or other similar official
      for it or for any substantial part of its property and, in the case of any
      such proceeding instituted against it (but not instituted by it), either
      such proceeding shall remain undismissed or unstayed for a period of 30
      days, or any of the actions sought in such proceeding (including, without
      limitation, the entry of an order for relief against, or the appointment
      of a receiver, trustee, custodian or other similar official for, it or for
      any substantial part of its property) shall occur; or the Borrower or any
      of its Subsidiaries shall take any corporate action to authorize any of
      the actions set forth above in this subsection (e); or

            (f) Judgments or orders for the payment of money in excess of
      $25,000,000 in the aggregate shall be rendered against the Borrower or any
      of its Subsidiaries and either (i) enforcement proceedings shall have been
      commenced by any creditor upon such judgment or order or (ii) there shall
      be any period of 10 consecutive days during which a stay of enforcement of
      such judgment or order, by reason of a pending appeal or otherwise, shall
      not be in effect; or

            (g) (i) Any Person or two or more Persons acting in concert shall
      have acquired beneficial ownership (within the meaning of Rule 13d-3 of
      the Securities and Exchange Commission under the Securities Exchange Act
      of 1934), directly or indirectly, of Voting Stock of the Borrower (or
      other securities convertible into such Voting Stock) representing 30% or
      more of the combined voting power of all Voting Stock of the Borrower; or
      (ii) during any period of up to 24 consecutive months, commencing before
      or after the date of this Agreement, individuals who at the beginning of
      such 24-month period were directors of the Borrower shall cease for any
      reason to constitute a majority of the board of directors of the Borrower
      (except to the extent that individuals who at the beginning of such
      24-month period were replaced by individuals (x) elected by a majority of
      the remaining members of the board of directors of the Borrower or (y)
      nominated for election by a majority of the remaining members of the board
      of directors of the Borrower and thereafter elected as directors by the
      shareholders of the Borrower) or

            (i) The Borrower or any of its ERISA Affiliates shall incur, or, in
      the reasonable opinion of the Required Lenders, shall be reasonably likely
      to incur liability in excess of $25,000,000 in the aggregate as a result
      of one or more of the following: (i) the occurrence of any ERISA Event;
      (ii) the partial or complete withdrawal of the Borrower or any of its
      ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or
      termination of a Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances (other than Letter of Credit


                                       32
<PAGE>   38
Advances by the Issuing Bank or a Lender pursuant to Section 2.04(c)) and of the
Issuing Bank to issue Letters of Credit to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower; provided, however, that in the
event of an actual or deemed entry of an order for relief with respect to the
Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to
make Advances (other than Letter of Credit Advances by the Issuing Bank or a
Lender under Section 2.04(c)) and of the Issuing Bank to issue Letters of Credit
shall automatically be terminated and (B) the Advances, all such interest and
all such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.

            SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Agent may with the consent, or shall at the request, of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will (a) pay to the Agent on behalf of the Lender Parties in
same day funds at the Agent's office designated in such demand, for deposit in
the L/C Cash Collateral Account, an amount equal to the aggregate Available
Amount of all Letters of Credit then outstanding or (b) make such other
arrangements in respect of the outstanding Letters of Credit as shall be
acceptable to the Required Lenders. If at any time the Agent determines that any
funds held in the L/C Cash Collateral Account are subject to any right or claim
of any Person other than the Agent and the Lender Parties or that the total
amount of such funds is less than the aggregate Available Amount of all Letters
of Credit, the Borrower will, forthwith upon demand by the Agent, pay to the
Agent, as additional funds to be deposited and held in the L/C Cash Collateral
Account, an amount equal to the excess of (a) such aggregate Available Amount
over (b) the total amount of funds, if any, then held in the L/C Cash Collateral
Account that the Agent determines to be free and clear of any such right and
claim. Upon the drawing of any Letter of Credit for which funds are on deposit
in the L/C Cash Collateral Account, such funds shall be applied to reimburse the
Issuing Bank or Lenders, as applicable, to the extent permitted by applicable
law.

                                   ARTICLE VII

                                    THE AGENT

            SECTION 7.01. Authorization and Action. Each Lender Party hereby
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under this Agreement as are delegated to
the Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lender
Parties and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent agrees to give to
each Lender Party prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement.

            SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any of
its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt resulting therefrom
until the Agent receives and accepts an Assignment and Acceptance entered into
by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided
in Section 8.07; (ii) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender Party and shall not be
responsible to any Lender Party for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the
performance,


                                       33
<PAGE>   39
observance or satisfaction of any of the terms, covenants or conditions of this
Agreement on the part of the Borrower or the existence at any time of any
Default or to inspect the property (including the books and records) of the
Borrower; (v) shall not be responsible to any Lender Party for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any other instrument or document furnished pursuant hereto;
and (vi) shall incur no liability under or in respect of this Agreement by
acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopier, telegram or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

            SECTION 7.03. Citibank and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender Party
and may exercise the same as though it were not the Agent; and the term "Lender
Party" or "Lender Parties" shall, unless otherwise expressly indicated, include
Citibank in its individual capacity. Citibank and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any such Subsidiary, all as if
Citibank were not the Agent and without any duty to account therefor to the
Lender Parties. The Agent shall have no duty to disclose information obtained or
received by it or any of its Affiliates relating to the Borrower or its
Subsidiaries to the extent such information was obtained or received in any
capacity other than as Agent.

            SECTION 7.04. Lender Party Credit Decision. Each Lender Party
acknowledges that it has, independently and without reliance upon the Agent or
any other Lender Party and based on the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently and
without reliance upon the Agent or any other Lender Party 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.

            SECTION 7.05. Indemnification. (a) The Lender Parties agree to
indemnify the Agent (to the extent not reimbursed by the Borrower) from and
against such Lender Party's Ratable Share of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by the Agent under this
Agreement (collectively, the "Indemnified Costs"), provided that no Lender Party
shall be liable for any portion of the Indemnified Costs resulting from the
Agent's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender Party agrees to reimburse the Agent promptly upon demand
for its ratable share of any out-of-pocket expenses (including reasonable
counsel fees) incurred by the Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, to the
extent that the Agent is not reimbursed for such expenses by the Borrower. In
the case of any investigation, litigation or proceeding giving rise to any
Indemnified Costs, this Section 7.05 applies whether any such investigation,
litigation or proceeding is brought by the Agent, any Lender Party or a third
party.

            (b) The Lender Parties agree to indemnify the Issuing Bank (to the
extent not promptly reimbursed by the Borrower) from and against such Lender
Party's Ratable Share of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against the Issuing Bank in any way relating to or arising out of this Agreement
and its related documents and instruments or any action taken or omitted by the
Issuing Bank under this Agreement and its related documents and instruments;
provided, however, that no Lender Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Issuing Bank's gross
negligence or willful misconduct as found by a court of competent jurisdiction.
Without limitation of the foregoing, the Lender Parties agree to reimburse the
Issuing Bank promptly upon demand for its ratable share of any costs and
expenses (including, without limitation, fees and expenses of counsel) payable
by the Borrower under Section 8.04, to the extent that the Issuing Bank is not
promptly reimbursed for such costs and expenses by the Borrower.


                                       34
<PAGE>   40
            SECTION 7.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lender Parties and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lender Parties, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $500,000,000. 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, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

            SECTION 7.07. Other Agents. Each Lender Party hereby acknowledges
that neither the documentation agent nor any other Lender designated as any
"Agent" on the signature pages hereof has any liability hereunder other than in
its capacity as a Lender Party.

                                  ARTICLE VIII

                                  MISCELLANEOUS

            SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders, do any of the
following: (a) waive any of the conditions specified in Section 3.01, (b)
increase the aggregate Revolving Credit Commitments of the Lenders, (c) reduce
the principal of, or interest on, the Revolving Credit Advances or any fees or
other amounts payable hereunder, (d) postpone any date fixed for any payment of
principal of, or interest on, the Revolving Credit Advances or any fees or other
amounts payable hereunder, (e) change the percentage of the Revolving Credit
Commitments or of the aggregate unpaid principal amount of the Revolving Credit
Advances, or the number of Lenders, that shall be required for the Lenders or
any of them to take any action hereunder or (f) amend this Section 8.01; and
provided further that (x) no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Lenders required above to
take such action, affect the rights or duties of the Agent under this Agreement
or any Note and (y) no amendment, waiver or consent shall, unless in writing and
signed by the Issuing Bank in addition to the Lenders required above to take
such action, affect the rights or obligations of the Issuing Bank under this
Agreement.

            SECTION 8.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
telex communication) and mailed, telecopied, telegraphed, telexed or delivered,
if to the Borrower, at its address at 631 South Richland Avenue, York,
Pennsylvania 17403, Attention: Treasurer, Telephone: (717) 771-7438, Fax: (717)
771-6843; if to any Initial Lender Party, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other Lender Party,
at its Domestic Lending Office specified in the Assignment and Acceptance
pursuant to which it became a Lender Party; and if to the Agent, at its address
at Two Penns Way, New Castle, Delaware 19720, Attention: Bank Loan Syndications
Department; or, as to the Borrower or the Agent, at such other address as shall
be designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Agent. All such notices and
communications shall, when mailed, telecopied, telegraphed or telexed, be
effective when deposited in the mails, telecopied, delivered to the telegraph
company or confirmed by telex answerback, respectively, except that notices and
communications to the Agent pursuant to Article II, III or VII shall not be
effective until received by the Agent. Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or the
Notes or of any Exhibit hereto to be executed and delivered hereunder shall be
effective as delivery of a manually executed counterpart thereof.


                                       35
<PAGE>   41
            SECTION 8.03. No Waiver; Remedies. No failure on the part of any
Lender Party or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

            SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on
demand all costs and expenses of the Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, (A) all due diligence, syndication (including
printing, distribution and bank meetings), transportation, computer,
duplication, appraisal, consultant, and audit expenses and (B) the reasonable
fees and expenses of counsel for the Agent with respect thereto and with respect
to advising the Agent as to its rights and responsibilities under this
Agreement. The Borrower further agrees to pay on demand all costs and expenses
of the Agent and the Lender Parties, if any (including, without limitation,
reasonable counsel fees and expenses), in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of this
Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender Party in connection with the enforcement of rights under
this Section 8.04(a).

            (b) The Borrower agrees to indemnify and hold harmless the Agent and
each Lender Party and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of
or in connection with or by reason of (including, without limitation, in
connection with any investigation, litigation or proceeding or preparation of a
defense in connection therewith) (i) the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances or the Letters of Credit or (ii) the actual or alleged presence
of Hazardous Materials on any property of the Borrower or any of its
Subsidiaries or any Environmental Action relating in any way to the Borrower or
any of its Subsidiaries, except to the extent such claim, damage, loss,
liability or expense is found by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct.
In the case of an investigation, litigation or other proceeding to which the
indemnity in this Section 8.04(b) applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by the
Borrower, its directors, equityholders or creditors or an Indemnified Party or
any other Person, whether or not any Indemnified Party is otherwise a party
thereto and whether or not the transactions contemplated hereby are consummated.
The Borrower also agrees not to assert any claim for special, indirect,
consequential or punitive damages against the Agent, any Lender Party, any of
their Affiliates, or any of their respective directors, officers, employees,
attorneys and agents, on any theory of liability, arising out of or otherwise
relating to the Notes, this Agreement, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Advances or the
Letters of Credit.

            (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance or LIBO Rate Advance is made by the Borrower to or for the account
of a Lender Party other than on the last day of the Interest Period for such
Advance, as a result of a payment or Conversion pursuant to Section 2.09(d) or
(e), 2.11 or 2.13, acceleration of the maturity of the Notes pursuant to Section
6.01 or for any other reason, or by an Eligible Assignee to a Lender other than
on the last day of the Interest Period for such Advance upon an assignment of
rights and obligations under this Agreement pursuant to Section 8.07 as a result
of a demand by the Borrower pursuant to Section 8.07(a), the Borrower shall,
upon demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion, including, without limitation, any
loss (excluding loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

            (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.12, 2.15 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

            SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by Section 6.01 to


                                       36
<PAGE>   42
authorize the Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender Party and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by such Lender Party or such Affiliate to or for the credit or
the account of the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement and the Note held by
such Lender Party, whether or not such Lender Party shall have made any demand
under this Agreement or such Note and although such obligations may be
unmatured. Each Lender Party agrees promptly to notify the Borrower after any
such set-off and application, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each Lender Party and its Affiliates under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
that such Lender Party and its Affiliates may have.

            SECTION 8.06. Binding Effect. This Agreement shall become effective
(other than Sections 2.01 and 2.03, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Agent and when the Agent shall
have been notified by each Initial Lender Party that such Initial Lender Party
has executed it and thereafter shall be binding upon and inure to the benefit of
the Borrower, the Agent and each Lender Party and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Lender Parties.

            SECTION 8.07. Assignments and Participations. (a) Each Lender Party
may and, if demanded by the Borrower (following a demand by such Lender Party
pursuant to Section 2.12 or 2.15) upon at least five Business Days' notice to
such Lender Party and the Agent, will assign to one or more Persons all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Revolving Credit Advances
owing to it and the Revolving Credit Note or Notes held by it); provided,
however, that (i) each such assignment shall be of a constant, and not a
varying, percentage of all rights and obligations under this Agreement (other
than any right to make Competitive Bid Advances, Competitive Bid Advances owing
to it and Competitive Bid Notes), (ii) except in the case of an assignment to a
Person that, immediately prior to such assignment, was a Lender Party or an
assignment of all of a Lender Party's rights and obligations under this
Agreement, the amount of the Commitment of the assigning Lender Party being
assigned pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof,
(iii) each such assignment shall be to an Eligible Assignee, (iv) each such
assignment made as a result of a demand by the Borrower pursuant to this Section
8.07(a) shall be arranged by the Borrower after consultation with the Agent and
shall be either an assignment of all of the rights and obligations of the
assigning Lender Party under this Agreement or an assignment of a portion of
such rights and obligations made concurrently with another such assignment or
other such assignments that together cover all of the rights and obligations of
the assigning Lender Party under this Agreement, (v) no Lender Party shall be
obligated to make any such assignment as a result of a demand by the Borrower
pursuant to this Section 8.07(a) unless and until such Lender Party shall have
received one or more payments from either the Borrower or one or more Eligible
Assignees in an aggregate amount at least equal to the aggregate outstanding
principal amount of the Advances owing to such Lender Party, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts payable to such Lender Party under this Agreement, and (vi) the
parties to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Revolving Credit Note subject to such assignment and a processing and
recordation fee of $3,500 payable by the parties to each such assignment,
provided, however, that in the case of each assignment made as a result of a
demand by the Borrower, such recordation fee shall be payable by the Borrower
except that no such recordation fee shall be payable in the case of an
assignment made at the request of the Borrower to an Eligible Assignee that is
an existing Lender Party, and (vii) any Lender Party may, without the approval
of the Borrower and the Agent, assign all or a portion of its rights to any of
its Affiliates. Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in each Assignment and Acceptance, (x)
the assignee thereunder shall be a party hereto and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender or Issuing Bank, as
the case may be, hereunder and (y) the Lender or Issuing Bank assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
(other than its rights under Section 2.12, 2.15 and 8.04 to the extent any claim
thereunder relates to an event arising prior such assignment) and be released
from its obligations


                                       37
<PAGE>   43
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's or Issuing Bank's rights
and obligations under this Agreement, such Lender or Issuing Bank shall cease to
be a party hereto).

            (b) By executing and delivering an Assignment and Acceptance, the
Lender Party assignor thereunder and the assignee thereunder confirm to and
agree with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender Party makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender Party makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under this Agreement or any other instrument
or document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, such assigning Lender Party
or any other Lender Party 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; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Agent by the terms
hereof, together with such powers and discretion as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all of the obligations that by the terms of this Agreement are
required to be performed by it as a Lender or Issuing Bank, as the case may be.

            (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender Party and an assignee representing that it is an Eligible
Assignee, together with any Revolving Credit Note or Notes subject to such
assignment, the Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.

            (d) The Agent shall maintain at its address referred to in Section
8.02 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lender
Parties and the Revolving Credit Commitment of, and principal amount of the
Advances owing to, each Lender Party from time to time (the "Register"). The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Agent and the Lender Parties may treat
each Person whose name is recorded in the Register as a Lender Party hereunder
for all purposes of this Agreement. The Register shall be available for
inspection by the Borrower or any Lender Party at any reasonable time and from
time to time upon reasonable prior notice.

            (e) Each Lender Party may sell participations to one or more banks
or other entities (other than the Borrower or any of its Affiliates) in or to
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Revolving Credit Commitment, the
Advances owing to it and any Note or Notes held by it); provided, however, that
(i) such Lender Party's obligations under this Agreement (including, without
limitation, its Revolving Credit Commitment to the Borrower hereunder) shall
remain unchanged, (ii) such Lender Party shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) such Lender
Party shall remain the holder of any such Note for all purposes of this
Agreement, (iv) the Borrower, the Agent and the other Lender Parties shall
continue to deal solely and directly with such Lender Party in connection with
such Lender Party's rights and obligations under this Agreement and (v) no
participant under any such participation shall have any right to approve any
amendment or waiver of any provision of this Agreement or any Note, or any
consent to any departure by the Borrower therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, or postpone any date fixed for any payment
of principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation.


                                       38
<PAGE>   44
            (f) Any Lender Party may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
Party by or on behalf of the Borrower; provided that, prior to any such
disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve the confidentiality of any Confidential Information
relating to the Borrower received by it from such Lender Party.

            (g) The Issuing Bank may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under the undrawn portion of its
Letter of Credit Commitment at any time; provided, however, that (i) each such
assignment shall be to an Eligible Assignee and (ii) the parties to each such
assignment shall execute and deliver to the Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with a
processing and recordation fee of $3,500.

            (h) Notwithstanding any other provision set forth in this Agreement,
any Lender Party may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

            SECTION 8.08. Confidentiality. Neither the Agent nor any Lender
Party shall disclose any Confidential Information to any other Person without
the consent of the Borrower, other than (a) to the Agent's or such Lender
Party's Affiliates and their officers, directors, employees, agents and advisors
and, as contemplated by Section 8.07(f), to actual or prospective assignees and
participants, and then only on a confidential basis, (b) as required by any law,
rule or regulation or judicial process and (c) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking.

            SECTION 8.09.  Governing Law.  This Agreement and the Notes shall
be governed by, and construed in accordance with, the laws of the State of
New York.

            SECTION 8.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

            SECTION 8.11. No Liability of the Issuing Bank. The Borrower assumes
all risks of the acts or omissions of any beneficiary or transferee of any
Letter of Credit with respect to its use of such Letter of Credit. Neither the
Issuing Bank nor any of its officers or directors shall be liable or responsible
for: (a) the use that may be made of any Letter of Credit or any acts or
omissions of any beneficiary or transferee in connection therewith; (b) the
validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall
be liable to the Borrower, to the extent of any direct, but not consequential,
damages suffered by the Borrower that the Borrower proves were caused by (i) the
Issuing Bank's willful misconduct or gross negligence as determined by a court
of competent jurisdiction in determining whether documents presented under any
Letter of Credit comply with the terms of the Letter of Credit or (ii) the
Issuing Bank's willful failure to make lawful payment under a Letter of Credit
after the presentation to it of a draft and certificates strictly complying with
the terms and conditions of the Letter of Credit. In furtherance and not in
limitation of the foregoing, the Issuing Bank may accept documents that appear
on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.

            SECTION 8.12. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement


                                       39
<PAGE>   45
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. The Borrower hereby agrees
that service of process in any such action or proceeding brought in the any such
New York State court or in such federal court may be made by the mailing thereof
by any parties hereto by registered or certified mail, postage prepaid, to the
Borrower at its address specified pursuant to Section 8.02. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction.

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


                                       40
<PAGE>   46
            SECTION 8.13. Waiver of Jury Trial. Each of the Borrower, the Agent
and the Lender Parties hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
Letters of Credit or the actions of the Agent or any Lender Party in the
negotiation, administration, performance or enforcement thereof.

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

                                          YORK INTERNATIONAL CORPORATION


                                          By __________________________
                                             Title:


                                          CITIBANK, N.A.,
                                             as Administrative Agent


                                          By __________________________
                                             Title:

                                  Issuing Bank
Letter of Credit Commitment
$100,000,000.00                           CITIBANK, N.A.

                                          By _______________________
                                             Name:
                                             Title:
Revolving Credit Commitment
                              Administrative Agent

$32,000,000.00                            CITIBANK, N.A.

                                          By _______________________
                                             Name:
                                             Title:

                                Syndication Agent


$32,000,000.00                            THE CHASE MANHATTAN BANK

                                          By _______________________
                                             Name:
                                             Title:


                                       41
<PAGE>   47
                              Documentation Agents


$32,000,000.00                            THE BANK OF TOKYO-MITSUBISHI
                                          COMPANY

                                          By _______________________
                                             Name:
                                             Title:

$32,000,000.00                            FIRST UNION NATIONAL BANK

                                          By _______________________
                                             Name:
                                             Title:

$32,000,000.00                            FLEET NATIONAL BANK

                                          By _______________________
                                             Name:
                                             Title:

                              Senior Managing Agent

$32,000,000.00                            MERITA BANK PLC

                                          By _______________________
                                             Name:
                                             Title:

                                          By _______________________
                                             Name:
                                             Title:

                                    Co-Agents

$26,285, 714.00                           THE BANK OF NOVA SCOTIA

                                          By _______________________
                                             Name:
                                             Title:

$26,285, 714.00                           BNP PARIBAS

                                          By _______________________
                                             Name:
                                             Title:


                                          By _______________________
                                             Name:
                                             Title:


                                       42
<PAGE>   48
$26,285, 714.00                           DANSKE BANK

                                          By _______________________
                                             Name:
                                             Title:

$26,285, 714.00                           ING BANK

                                          By _______________________
                                             Name:
                                             Title:

$26,285, 714.00                           PNC BANK, N.A.

                                          By _______________________
                                             Name:
                                             Title:

$26,285, 714.00                           THE ROYAL BANK OF SCOTLAND PLC

                                          By _______________________
                                             Name:
                                             Title:


                                     Lenders

$12,571,429.00                            ALLFIRST BANK

                                          By _______________________
                                             Name:
                                             Title:

$12,571,429.00                            INTESABCI - NEW YORK BRANCH

                                          By _______________________
                                             Name:
                                             Title:

$12,571,429.00                            THE BANK OF NEW YORK

                                          By _______________________
                                             Name:
                                             Title:

$12,571,429.00                            DRESDNER BANK LETEINAMERIKA
                                          AG, MIAMI AGENCY

                                          By _______________________
                                             Name:
                                             Title:


$400,000,000      Total of the Revolving Credit Commitments


                                       43
<PAGE>   49
                                                                    SCHEDULE I
                                                YORK INTERNATIONAL CORPORATION
                                                    FIVE YEAR CREDIT AGREEMENT
                                                    APPLICABLE LENDING OFFICES


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
    Name of Initial Lender                  Domestic Lending Office               Eurodollar Lending Office
---------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
Allfirst Bank                            25 South Charles Street                25 South Charles Street
                                         Baltimore, MD  21201                   Baltimore, MD  21201
                                         Attn:  Frank Lago                      Attn:  Frank Lago
                                         T:  410 244-4289                       T:  410 244-4289
                                         F:  410 244-4294                       F:  410 244-4294
---------------------------------------------------------------------------------------------------------------
IntesaBCI - New York Branch              One William Street                     One William Street
                                         New York, NY  1004                     New York, NY  1004
                                         Attn:  Charles Dougherty               Attn:  Charles Dougherty
                                         T:  212 607-3656                       T:  212 607-3656
                                         F:  212 809-2124                       F:  212 809-2124
---------------------------------------------------------------------------------------------------------------
The Bank of New York                     1 Wall Street                          1 Wall Street
                                         New York, NY  10286                    New York, NY  10286
                                         Attn:  Walter Parelli                  Attn:  Walter Parelli
                                         T:  212 635-6820                       T:  212 635-6820
                                         F:  212 635-7978                       F:  212 635-7978
---------------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia                  One Liberty Plaza                      One Liberty Plaza
                                         New York, NY  10006                    New York, NY  10006
                                         Attn:  Meredith Wedeking               Attn:  Meredith Wedeking
                                         T:  212 225-5017                       T:  212 225-5017
                                         F:  212 225-5090                       F:  212 225-5090
---------------------------------------------------------------------------------------------------------------
The Bank of Tokyo-Mitsubishi Company     1251 Avenue of the Americas            1251 Avenue of the Americas
                                         12th Floor                             12th Floor
                                         New York, NY  10020                    New York, NY  10020
                                         Attn:  Fredrick Leone                  Attn:  Fredrick Leone
                                         T:  212 782-4637                       T:  212 782-4637
                                         F:  212 783-6420                       F:  212 783-6420
---------------------------------------------------------------------------------------------------------------
BNP Paribas                              787 Seventh Avenue                     787 Seventh Avenue
                                         New York, NY  10019                    New York, NY  10019
                                         Attn:  Richard Pace                    Attn:  Richard Pace
                                         T:  212 841-3266                       T:  212 841-3266
                                         F:  212 841-2745                       F:  212 841-2745
---------------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank                 270 Park Avenue, 47th Floor            270 Park Avenue, 47th Floor
                                         New York, NY  10017                    New York, NY  10017
                                         Attn:  Randolph Cates                  Attn:  Randolph Cates
                                         T:  212 270-8997                       T:  212 270-8997
                                         F:  212 270-6041                       F:  212 270-6041
---------------------------------------------------------------------------------------------------------------
Citibank, N.A.                           Two Penns Way, Suite 200               Two Penns Way, Suite 200
                                         New Castle, DE  19720                  New Castle, DE  19720
                                         Attn:  Bilal Aman                      Attn:  Bilal Aman
                                         T:  302 894-6013                       T:  302 894-6013
                                         F:  302 894-6120                       F:  302 894-6120
---------------------------------------------------------------------------------------------------------------
Danske Bank                              299 Park Avenue, 14th Floor            299 Park Avenue, 14th Floor
                                         New York, NY  10171                    New York, NY  10171
                                         Attn:  Maria Merante                   Attn:  Maria Merante
                                         T:  212 984-8462                       T:  212 984-8462
                                         F:  212 984-9570                       F:  212 984-9570
---------------------------------------------------------------------------------------------------------------
Dresdner Bank LateinAmerika AG,          801 Brickell Avenue                    801 Brickell Avenue
</TABLE>


<PAGE>   50
<TABLE>
<S>                                      <C>                                    <C>
Miami Agency                             Miami, FL  33131                       Miami, FL  33131
                                         Attn:  Don Knowlton                    Attn:  Don Knowlton
                                         T:  305 810-3840                       T:  305 810-3840
                                         F:  305 810-4059                       F:  305 810-4059
---------------------------------------------------------------------------------------------------------------
First Union National Bank                201 S. College Street                  201 S. College Street
                                         Charlotte, NC  28288                   Charlotte, NC  28288
                                         Attn:  Erika Myers                     Attn:  Erika Myers
                                         T:  704 383-0296                       T:  704 383-0296
                                         F:  704 383-7999                       F:  704 383-7999
---------------------------------------------------------------------------------------------------------------
Fleet National Bank                      100 Federal Street                     100 Federal Street
                                         Mail Stop:  MA-DE 10010A               Mail Stop:  MA-DE 10010A
                                         Boston, MA  02110                      Boston, MA  02110
                                         Attn:  Deanne Horn                     Attn:  Deanne Horn
                                         T:  617 434-4028                       T:  617 434-4028
                                         F:  617 434-0601                       F:  617 434-0601
---------------------------------------------------------------------------------------------------------------
ING Bank                                 Tournooiveld 6                         Tournooiveld 6
                                         The Hague, 2501 AT                     The Hague, 2501 AT
                                         Attn:  H. de Wit                       Attn:  H. de Wit
                                         T:  31 70 31 89 192                    T:  31 70 31 89 192
                                         F:  31 70 31 89 411                    F:  31 70 31 89 411
---------------------------------------------------------------------------------------------------------------
Merita Bank PLC                          437 Madison Avenue                     437 Madison Avenue
                                         New York, NY  10022                    New York, NY  10022
                                         Attn:  Thomas Hickey                   Attn:  Thomas Hickey
                                         T:  212 318-9306                       T:  212 318-9306
                                         F:  212 318-9318                       F:  212 318-9318
---------------------------------------------------------------------------------------------------------------
PNC Bank, N.A.                           500 First Avenue                       500 First Avenue
                                         Pittsburgh, PA  15219                  Pittsburgh, PA  15219
                                         Attn:  Marc Accamando                  Attn:  Marc Accamando
                                         T:  412 768-7647                       T:  412 768-7647
                                         F:  412 768-4586                       F:  412 768-4586
---------------------------------------------------------------------------------------------------------------
The Royal Bank of Scotland plc           65 East 55th Street, Floor 21          65 East 55th Street, Floor 21
                                         New York, NY  10022                    New York, NY  10022
                                         Attn:  Sheila Shaw                     Attn:  Sheila Shaw
                                         T:  212 401-1406                       T:  212 401-1406
                                         F:  212 401-1336                       F:  212 401-1336
---------------------------------------------------------------------------------------------------------------
</TABLE>


                                       45
<PAGE>   51
                                Schedule 5.02(a)

                                      Liens

      The interest of lessors under various capital leases of computer and other
office equipment and other miscellaneous property and equipment with an
aggregate value of less than $15,000,000.


                                       46
<PAGE>   52
                                                         EXHIBIT A-1 - FORM OF
                                                              REVOLVING CREDIT
                                                               PROMISSORY NOTE




U.S.$_______________                            Dated:  _______________, 200_


            FOR VALUE RECEIVED, the undersigned, YORK INTERNATIONAL CORPORATION,
a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office on the Termination Date (each as defined in the Credit Agreement
referred to below) the principal sum of U.S.$[amount of the Lender's Revolving
Credit Commitment in figures] or, if less, the aggregate principal amount of the
Revolving Credit Advances and Letter of Credit Advances made by the Lender to
the Borrower pursuant to the Five Year Credit Agreement dated as of May 29, 2001
among the Borrower, the Lender and certain other lenders parties thereto, and
Citibank, N.A. as Agent for the Lender and such other lenders (as amended or
modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined) outstanding on the Termination Date.

            The Borrower promises to pay interest on the unpaid principal amount
of each Revolving Credit Advance and Letter of Credit Advance from the date of
such Revolving Credit Advance and Letter of Credit Advance until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement.

            Both principal and interest are payable in lawful money of the
United States of America to Citibank, as Agent, at 399 Park Avenue, New York,
New York 10043, in same day funds. Each Revolving Credit Advance and Letter of
Credit Advance owing to the Lender by the Borrower pursuant to the Credit
Agreement, and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Promissory Note.

            This Promissory Note is one of the Revolving Credit Notes referred
to in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, (i) provides for the making of Revolving Credit
Advances by the Lender to the Borrower and the issuance of Letters of Credit by
the Issuing Bank from time to time in an aggregate amount not to exceed at any
time outstanding the U.S. dollar amount first above mentioned, the indebtedness
of the Borrower resulting from each such Revolving Credit Advance and each
Letter of Credit Advance being evidenced by this Promissory Note and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.

                                          YORK INTERNATIONAL CORPORATION


                                          By __________________________
                                               Title:
<PAGE>   53
                       ADVANCES AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>
                                       AMOUNT OF
       DATE           AMOUNT OF      PRINCIPAL PAID      UNPAID PRINCIPAL      NOTATION
                       ADVANCE         OR PREPAID             BALANCE          MADE BY
<S>                  <C>             <C>                 <C>                   <C>



</TABLE>



                                       2
<PAGE>   54
                                                         EXHIBIT A-2 - FORM OF
                                                               COMPETITIVE BID
                                                               PROMISSORY NOTE




U.S.$_______________                            Dated:  _______________, 200_


            FOR VALUE RECEIVED, the undersigned, YORK INTERNATIONAL CORPORATION,
a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office (as defined in the Five Year Credit Agreement dated as of May 29,
2001 among the Borrower, the Lender and certain other lenders parties thereto,
and Citibank, N.A., as Agent for the Lender and such other lenders (as amended
or modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined)), on _______________, 200_, the principal
amount of U.S.$_______________].

            The Borrower promises to pay interest on the unpaid principal amount
hereof from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below:

      Interest Rate: _____% per annum (calculated on the basis of a year of
      _____ days for the actual number of days elapsed).

            Both principal and interest are payable in lawful money of the
United States of America to Citibank, as agent, for the account of the Lender at
the office of Citibank, at _________________________ in same day funds.

            This Promissory Note is one of the Competitive Bid Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.

            The Borrower hereby waives presentment, demand, protest and notice
of any kind. No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

            This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                          YORK INTERNATIONAL CORPORATION


                                          By __________________________
                                                Title:
<PAGE>   55
                                               EXHIBIT B-1 - FORM OF NOTICE OF
                                                    REVOLVING CREDIT BORROWING
Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720
                                          [Date]

            Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

            The undersigned, York International Corporation, refers to the Five
Year Credit Agreement, dated as of May 29, 2001 (as amended or modified from
time to time, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders parties
thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Revolving Credit Borrowing (the "Proposed Revolving Credit Borrowing") as
required by Section 2.02(a) of the Credit Agreement:

            (i)   The Business Day of the Proposed Revolving Credit Borrowing
      is _______________, 200_.

            (ii)  The Type of Advances comprising the Proposed Revolving
      Credit Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].

            (iii) The aggregate amount of the Proposed Revolving Credit
      Borrowing is $_______________.

            [(iv) The initial Interest Period for each Eurodollar Rate Advance
      made as part of the Proposed Revolving Credit Borrowing is _____
      month[s].]

            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed Revolving
Credit Borrowing:

            (A) the representations and warranties contained in Section 4.01 of
      the Credit Agreement (except the representations set forth in the last
      sentence of subsection (e) thereof and in subsection (f) thereof (other
      than clause (ii) thereof)) are correct, before and after giving effect to
      the Proposed Revolving Credit Borrowing and to the application of the
      proceeds therefrom, as though made on and as of such date; and
<PAGE>   56
            (B) no event has occurred and is continuing, or would result from
      such Proposed Revolving Credit Borrowing or from the application of the
      proceeds therefrom, that constitutes a Default.

                                          Very truly yours,

                                          YORK INTERNATIONAL CORPORATION


                                          By __________________________
                                             Title:.


                                       2
<PAGE>   57
                                               EXHIBIT B-2 - FORM OF NOTICE OF
                                                     COMPETITIVE BID BORROWING


Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720
                                          [Date]

            Attention: Bank Loan Syndications Department


Ladies and Gentlemen:

                  The undersigned, York International Corporation, refers to the
      Five Year Credit Agreement, dated as of May 29, 2001 (as amended or
      modified from time to time, the "Credit Agreement", the terms defined
      therein being used herein as therein defined), among the undersigned,
      certain Lenders parties thereto and Citibank, N.A., as Agent for said
      Lenders, and hereby gives you notice, irrevocably, pursuant to Section
      2.03 of the Credit Agreement that the undersigned hereby requests a
      Competitive Bid Borrowing under the Credit Agreement, and in that
      connection sets forth the terms on which such Competitive Bid Borrowing
      (the "Proposed Competitive Bid Borrowing") is requested to be made:

      (A)   Date of Competitive Bid Borrowing   ________________________
      (B)   Amount of Competitive Bid Borrowing ________________________
      (C)   [Maturity Date] [Interest Period]   ________________________
      (D)   Interest Rate Basis                 ________________________
      (E)   Interest Payment Date(s)            ________________________
      (F)   ___________________                 ________________________

            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed
Competitive Bid Borrowing:

            (a) the representations and warranties contained in Section 4.01 of
      the Credit Agreement (except the representations set forth in the last
      sentence of subsection (e) thereof and in subsection (f) thereof (other
      than clause (ii) thereof)) are correct, before and after giving effect to
      the Proposed Competitive Bid Borrowing and to the application of the
      proceeds therefrom, as though made on and as of such date;

            (b) no event has occurred and is continuing, or would result from
      the Proposed Competitive Bid Borrowing or from the application of the
      proceeds therefrom, that constitutes a Default;

            (c) no event has occurred and no circumstance exists as a result of
      which the information concerning the undersigned that has been provided to
      the Agent and each Lender by the undersigned in connection with the Credit
      Agreement would include an untrue statement of a material fact or omit to
      state any material fact or any fact necessary to make the statements
      contained therein, in the light of the circumstances under which they were
      made, not misleading; and

            (d) the aggregate amount of the Proposed Competitive Bid Borrowing
      and all other Borrowings to be made on the same day under the Credit
      Agreement is within the aggregate amount of the unused Revolving Credit
      Commitments of the Lenders.
<PAGE>   58
            The undersigned hereby confirms that the Proposed Competitive Bid
Borrowing is to be made available to it in accordance with Section 2.03(a)(v) of
the Credit Agreement.

                                          Very truly yours,

                                          YORK INTERNATIONAL CORPORATION




                                          By __________________________
                                                Title:


                                       2
<PAGE>   59
                                                           EXHIBIT C - FORM OF
                                                     ASSIGNMENT AND ACCEPTANCE


            Reference is made to the Five Year Credit Agreement dated as of May
29, 2001 (as amended or modified from time to time, the "Credit Agreement")
among York International Corporation, a Delaware corporation (the "Borrower"),
the Lender Parties (as defined in the Credit Agreement) and Citibank, N.A., as
agent for the Lender Parties (the "Agent"). Terms defined in the Credit
Agreement are used herein with the same meaning.

            The "Assignor" and the "Assignee" referred to on Schedule I hereto
agree as follows:

            1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, an interest in and to
the Assignor's rights and obligations under the Credit Agreement as of the date
hereof (other than in respect of Competitive Bid Advances and Competitive Bid
Notes) equal to the percentage interest specified on Schedule 1 hereto of all
outstanding rights and obligations under the Credit Agreement (other than in
respect of Competitive Bid Advances and Competitive Bid Notes). After giving
effect to such sale and assignment, the Assignee's Revolving Credit Commitment
and the amount of the Revolving Credit Advances owing to the Assignee will be as
set forth on Schedule 1 hereto.

            2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto;
and (iv) attaches the Revolving Credit Note, if any, held by the Assignor [and
requests that the Agent exchange such Revolving Credit Note for a new Revolving
Credit Note payable to the order of [the Assignee in an amount equal to the
Revolving Credit Commitment assumed by the Assignee pursuant hereto or new
Revolving Credit Notes payable to the order of the Assignee in an amount equal
to the Revolving Credit Commitment assumed by the Assignee pursuant hereto and]
the Assignor in an amount equal to the Revolving Credit Commitment retained by
the Assignor under the Credit Agreement, [respectively,] as specified on
Schedule 1 hereto.

            3. The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender Party 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 the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will perform
in accordance with their terms all of the obligations that by the terms of the
Credit Agreement are required to be performed by it as a Lender Party; and (vi)
attaches any U.S. Internal Revenue Service forms required under Section 2.15 of
the Credit Agreement.

            4. Following the execution of this Assignment and Acceptance, it
will be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.
<PAGE>   60
            5. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender Party thereunder and (ii) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

            6. Upon such acceptance and recording by the Agent, from and after
the Effective Date, the Agent shall make all payments under the Credit Agreement
and the Revolving Credit Notes in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and facility
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make
all appropriate adjustments in payments under the Credit Agreement and the
Revolving Credit Notes for periods prior to the Effective Date directly between
themselves.

            7.    This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

            8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.

            IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.


                                       2
<PAGE>   61
                                   Schedule 1
                                       to
                            Assignment and Acceptance

<TABLE>
<S>                                                                             <C>
      Percentage interest assigned:                                              ______%

      Assignee's Revolving Credit Commitment:                                   $______

      Aggregate outstanding principal amount of Revolving Credit Advances
        assigned:                                                               $______

      Principal amount of Revolving Credit Note payable to Assignee:            $______

      Principal amount of Revolving Credit Note payable to Assignor:            $______

      Effective Date*:  _______________, 200_
</TABLE>


                                          [NAME OF ASSIGNOR], as Assignor

                                          By __________________________
                                          Title:


                                          Dated:  _______________, 200_


                                          [NAME OF ASSIGNEE], as Assignee

                                          By __________________________
                                          Title:

                                          Dated:  _______________, 200_

                                          Domestic Lending Office:
                                                [Address]

                                          Eurodollar Lending Office:
                                                [Address]



--------

*     This date should be no earlier than five Business Days after the delivery
      of this Assignment and Acceptance to the Agent.


                                       3
<PAGE>   62
Accepted [and Approved]** this
__________ day of _______________, 200_

CITIBANK, N.A., as Agent

By_____________________________________
   Title:


Accepted [and Approved]** this
__________ day of _______________, 200_

CITIBANK, N.A., as Issuing Bank

By
   Title:


[Approved this __________ day
of _______________, 200_

YORK INTERNATIONAL CORPORATION

By_____________________________________]*
   Title:





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

**    Required if the Assignee is an Eligible Assignee solely by reason of
      clause (iii) of the definition of "Eligible Assignee".

**    Required if the Assignee is an Eligible Assignee solely by reason of
      clause (iii) of the definition of "Eligible Assignee".

*     Required if the Assignee is an Eligible Assignee solely by reason of
      clause (iii) of the definition of "Eligible Assignee".


                                       4
<PAGE>   63
                                                           EXHIBIT D - FORM OF
                                                            OPINION OF COUNSEL
                                                              FOR THE BORROWER