<PAGE>   1


                                                                     Exhibit 4.1

                                                             EXECUTION AGREEMENT

                                U.S. $200,000,000

                            120-DAY CREDIT AGREEMENT

                            Dated as of May 29, 2001

                                      Among

                         YORK INTERNATIONAL CORPORATION
                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN
                               as Initial Lenders

                                       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 OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ARTICLE I

         SECTION 1.01.  Certain Defined Terms                                                                     1

         SECTION 1.02.  Computation of Time Periods                                                              10

         SECTION 1.03.  Accounting Terms                                                                         10

ARTICLE II

         SECTION 2.01.  (a)  The Revolving Credit Advances.  The Revolving Credit Advances                       10

         SECTION 2.02.  Making the Revolving Credit Advances                                                     10

         SECTION 2.03.  The Competitive Bid Advances                                                             11

         SECTION 2.04.  Fees                                                                                     14

         SECTION 2.05.  Termination or Reduction of the Revolving Credit Commitments                             14

         SECTION 2.06.  Repayment of Advances                                                                    14

         SECTION 2.07.  Interest on Revolving Credit Advances                                                    14

         SECTION 2.08.  Interest Rate Determination                                                              15

         SECTION 2.09.  Optional Conversion of Revolving Credit Advances                                         16

         SECTION 2.10.  Prepayments of Revolving Credit Advances                                                 16

         SECTION 2.11.  Increased Costs                                                                          16

         SECTION 2.12.  Illegality                                                                               17

         SECTION 2.13.  Payments and Computations                                                                17

         SECTION 2.14.  Taxes                                                                                    18

         SECTION 2.15.  Sharing of Payments, Etc.                                                                19

         SECTION 2.16.  Evidence of Debt                                                                         20

         SECTION 2.17.  Use of Proceeds                                                                          20

ARTICLE III

         SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01 and 2.03                          20
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                                                                              <C>
         SECTION 3.02.  Conditions Precedent to Each Revolving Credit Borrowing.                                 22

         SECTION 3.03.  Conditions Precedent to Each Competitive Bid Borrowing                                   22

         SECTION 3.04.  Determinations Under Section 3.01                                                        23

ARTICLE IV

         SECTION 4.01.  Representations and Warranties of the Borrower                                           23

ARTICLE V

         SECTION 5.01.  Affirmative Covenants                                                                    24

         SECTION 5.02.  Negative Covenants                                                                       26

         SECTION 5.03.  Financial Covenants                                                                      27

ARTICLE VI

         SECTION 6.01.  Events of Default                                                                        27

ARTICLE VII

         SECTION 7.01.  Authorization and Action                                                                 29

         SECTION 7.02.  Agent's Reliance, Etc.                                                                   29

         SECTION 7.03.  Citibank and Affiliates                                                                  29

         SECTION 7.04.  Lender Credit Decision                                                                   29

         SECTION 7.05.  Indemnification                                                                          30

         SECTION 7.06.  Successor Agent                                                                          30

         SECTION 7.07.  Other Agents.                                                                            30

ARTICLE VIII

         SECTION 8.01.  Amendments, Etc.                                                                         30

         SECTION 8.02.  Notices, Etc.                                                                            31

         SECTION 8.03.  No Waiver; Remedies                                                                      31

         SECTION 8.04.  Costs and Expenses                                                                       31

         SECTION 8.05.  Right of Set-off                                                                         32
</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<S>                                                                                                              <C>
         SECTION 8.06.  Binding Effect                                                                           32

         SECTION 8.07.  Assignments and Participations                                                           32

         SECTION 8.08.  Confidentiality                                                                          34

         SECTION 8.09.  Governing Law                                                                            34

         SECTION 8.10.  Execution in Counterparts                                                                34

         SECTION 8.11.  Jurisdiction, Etc.                                                                       34

         SECTION 8.12.  Waiver of Jury Trial                                                                     36
</TABLE>


                                      iii
<PAGE>   5
<TABLE>
<CAPTION>
Schedules
---------
<S>                  <C>
Schedule I       -   List of Applicable Lending Offices

Schedule 5.02(a) -   Existing Liens
</TABLE>


<TABLE>
<CAPTION>
Exhibits
--------
<S>                  <C>
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 of Competitive Bid Borrowing

Exhibit C        -   Form of Assignment and Acceptance

Exhibit D        -   Form of Opinion of Counsel for the Borrower
</TABLE>


                                       iv
<PAGE>   6
                            120-DAY 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") listed on the signature pages hereof, CITIBANK, N.A.
("Citibank"), as the administrative agent (the "Agent") for the Lenders (as
hereinafter defined), THE CHASE MANHATTAN BANK, as syndication agent, BANK OF
TOKYO-MITSUBISHI and FIRST UNION 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 or a Competitive
         Bid 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%                         0.600%

                  Level 2
                  BBB+ and Baa1                         0.000%                         0.850%

                  Level 3
                  BBB+ or Baa1                          0.000%                         1.000%

                  Level 4
                  BBB or Baa2                           0.000%                         1.200%
</TABLE>
<PAGE>   7
<TABLE>
<S>                                                     <C>                            <C>
                  Level 5
                  Lower than Level 4                    0.000%                         1.750%
</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                           0.080%

                           Level 2
                           BBB+ and Baa1                               0.090%

                           Level 3
                           BBB+ or Baa1                                0.100%

                           Level 4
                           BBB or Baa2                                 0.125%

                           Level 5
                           Lower than Level 4                          0.200%
</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.

                  "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;

                           (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 2.07(a)(i).


                                       2
<PAGE>   8
                  "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.

                  "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 2.08 or 2.09.

                  "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


                                       3
<PAGE>   9
         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 (i) a Lender; (ii) an Affiliate of a
         Lender; or (iii) any other Person 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.


                                       4
<PAGE>   10
                  "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.

                  "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 2.08.

                  "Eurodollar Rate Advance" means a Revolving Credit Advance
         that bears interest as provided in Section 2.07(a)(ii).


                                       5
<PAGE>   11
                  "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.

                  "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.

                  "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 or three 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;


                                       6
<PAGE>   12
                           (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) 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

                           (iv) 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 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.

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

                  "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' 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 2.08.

                  "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 and the Notes (if any).


                                       7
<PAGE>   13
                  "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 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 Revolving Credit Borrowing" has the meaning
         specified in Section 2.02(a).

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

                  "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


                                       8
<PAGE>   14
         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 and the Applicable Percentage 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 and the
         Applicable Percentage will be set in accordance with Level 5 under the
         definition of "Applicable Margin" or "Applicable Percentage", 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 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.

                  "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 2.05.

                  "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 2.16 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.


                                       9
<PAGE>   15
                  "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 September 26, 2001 and
         the date of termination in whole of the Revolving Credit Commitments
         pursuant to Section 2.05 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 made by such Lender and outstanding at
         such time plus (ii) such Lender's Ratable Share of 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.

                  "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".

                  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

                  SECTION 2.01. The Revolving Credit Advances. 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 2.10 and reborrow under this Section 2.01(a).

                  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


                                       10
<PAGE>   16
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.

                  (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 shall then be suspended pursuant to Section 2.08 or
2.12 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


                                       11
<PAGE>   17
         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 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


                                       12
<PAGE>   18
                  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.

                  (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 $5,000,000 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.


                                       13
<PAGE>   19
                  (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, 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. 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) 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 2.05. 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. On each date on which the Borrower is required
to prepay Advances pursuant to Section 2.10(b)(ii), the Commitments of the
Lenders shall be ratably and permanently reduced by the amount of such
prepayment.

                  SECTION 2.06. Repayment of 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.

                  SECTION 2.07. Interest on Revolving Credit Advances. (a)
Scheduled Interest. The Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing to each Lender from the date of
such Revolving Credit Advance until such principal amount shall be paid in full,
at the following rates per annum:


                                       14
<PAGE>   20
                  (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, 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, 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 owing to each Lender, payable in arrears on the dates
referred to in clause (a)(i) or (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 2.08. 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 2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference
Bank for the purpose of determining the interest rate under Section 2.07(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


                                       15
<PAGE>   21
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.

                  SECTION 2.09. 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
2.08 and 2.12, 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 2.10. Prepayments of Revolving Credit Advances. (a)
Optional. The Borrower may, upon notice at least two 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 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. The Borrower shall (i) on each Business Day,
prepay an aggregate principal amount of the Revolving Credit Advances comprising
part of the same Revolving Credit Borrowing equal to the amount by which the
aggregate principal amount of the Advances then outstanding exceeds the
Revolving Credit Facility on such Business Day and (ii) on the date of receipt
of the net cash proceeds by the Borrower or any of its Subsidiaries from the
incurrance or issuance by the Borrower or any of its Subsidiaries of any debt
security in the capital markets with a maturity in excess of one year, prepay an
aggregate amount of the Advances comprising part of the same Borrowings in an
amount equal to the amount of such net cash proceeds.

                  SECTION 2.11. 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 of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances or LIBO Rate


                                       16
<PAGE>   22
Advances (excluding for purposes of this Section 2.11 any such increased costs
resulting from (i) Taxes or Other Taxes (as to which Section 2.14 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 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 (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender additional amounts sufficient to compensate
such Lender 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, shall be conclusive and binding for all purposes,
absent manifest error.

                  (b) If any Lender 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) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of such type, then, upon demand by such
Lender (with a copy of such demand to the Agent), the Borrower shall pay to the
Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend hereunder. A certificate as to such amounts
submitted to the Borrower and the Agent by such Lender 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 2.11 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 2.12. 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 2.07(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 2.13. 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 or interest or facility fees ratably (other than amounts
payable pursuant to Section 2.03, 2.11, 2.14 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


                                       17
<PAGE>   23
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 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 or facility fees 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 or facility fee, 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 2.14. Taxes. (a) Any and all payments by the Borrower
to or for the account of any Lender or the Agent hereunder or under the Notes or
any other documents to be delivered hereunder shall be made, in accordance with
Section 2.13 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 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 or the Agent (as
the case may be) is organized or any political subdivision thereof and, in the
case of each Lender, 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'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 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 2.14) such Lender or the Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (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").


                                       18
<PAGE>   24
                  (c) The Borrower shall indemnify each Lender 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 2.14) imposed on or paid by such Lender 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 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 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 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 and on the date of the
Assumption Agreement or the Assignment and Acceptance pursuant to which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter as reasonably requested in writing by the Borrower (but only so long
as such Lender 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 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 at the time such Lender
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 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 assignee becomes a party to this
Agreement, the Lender 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 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
reasonably considers to be confidential, the Lender 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 has failed
to provide the Borrower with the appropriate form, certificate or other document
described in Section 2.14(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 shall not be entitled to
indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure; provided, however, that should a
Lender 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 shall reasonably request to assist the Lender to recover
such Taxes.

                  SECTION 2.15. Sharing of Payments, Etc. If any Lender 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
owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) in excess of
its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances owing to them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; provided, however, that if all


                                       19
<PAGE>   25
or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.15
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 were the direct creditor of the Borrower in the amount of such
participation.

                  SECTION 2.16. 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 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. 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 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 2.17. Use of Proceeds. The proceeds of the Advances
shall be available (and the Borrower agrees that it shall use such proceeds)
solely for general corporate purposes of the Borrower and its Subsidiaries.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  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.


                                       20
<PAGE>   26
                  (c) Nothing shall have come to the attention of the Lenders
         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 Lenders 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 are
         not acceptable to the Lenders) and shall remain in effect, and no law
         or regulation shall be applicable in the reasonable judgment of the
         Lenders 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, in writing as to the proposed Effective
         Date.

                  (f) The Borrower shall have paid all accrued fees and expenses
         of the Agent and the Lenders (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 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 Revolving 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:

                           (i) The Revolving Credit Notes to the order of the
                  Lenders to the extent requested by any Lender pursuant to
                  Section 2.16.

                           (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.



                                       21
<PAGE>   27
                           (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 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.

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

                  (i) 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 such date, before and after giving effect to such Revolving
         Credit Borrowing 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 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 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.



                                       22
<PAGE>   28
                  SECTION 3.04. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender 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 Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders 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, 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.



                                       23
<PAGE>   29
                  (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.

                  (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 or any Lender shall have any Commitment hereunder, 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 Lenders.

                  (e) Visitation Rights. At any reasonable time and from time to
         time upon reasonable notice, permit the Agent or any of the Lenders 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.



                                       24
<PAGE>   30
                  (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.

                  (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 Lenders:

                           (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


                                       25
<PAGE>   31
                  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

                           (vii) such other information respecting the Borrower
                  or any of its Subsidiaries as any Lender 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 or any Lender shall have any Commitment hereunder, 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



                                       26
<PAGE>   32
                           (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 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 or any Lender shall have any Commitment hereunder, 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 0.63 : 1.00.


                                   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; or

                  (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


                                       27
<PAGE>   33
         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 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


                                       28
<PAGE>   34
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 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.


                                   ARTICLE VII

                                    THE AGENT

                  SECTION 7.01. Authorization and Action. Each Lender 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 Lenders
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 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 and shall not be responsible
to any Lender 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, 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 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 and may
exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" 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 Lenders. 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 Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender 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


                                       29
<PAGE>   35
and decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement.

                  SECTION 7.05. Indemnification. The Lenders agree to indemnify
the Agent (to the extent not reimbursed by the Borrower) from and against such
Lender'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 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 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 or a
third party.

                  SECTION 7.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders 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
Lenders, 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 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.


                                  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 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.



                                       30
<PAGE>   36
                  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, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other Lender, at its
Domestic Lending Office specified in the Assignment and Acceptance pursuant to
which it became a Lender; 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.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Lender 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 Lenders, 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 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 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 (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, 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.

                  (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 other than on the last day of the Interest Period for
such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d)
or (e), 2.10 or 2.12,


                                       31
<PAGE>   37
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 2.11, 2.14 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 authorize
the Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, each Lender 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 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, whether or not such
Lender shall have made any demand under this Agreement or such Note and although
such obligations may be unmatured. Each Lender 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 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 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 that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent and each Lender 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 Lenders.

                  SECTION 8.07. Assignments and Participations. (a) Each Lender
may and, if demanded by the Borrower (following a demand by such Lender pursuant
to Section 2.11 or 2.14) upon at least five Business Days' notice to such Lender
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 or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the
Commitment of the assigning Lender 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 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 under
this Agreement, (v) no Lender 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 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, together with accrued interest thereon to the date of payment of such
principal amount and all other amounts


                                       32
<PAGE>   38
payable to such Lender 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, and (vii) any Lender 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 hereunder and (y) the
Lender 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 2.11, 2.14 and 8.04
to the extent any claim thereunder relates to an event arising prior such
assignment) and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto).

                  (b) By executing and delivering an Assignment and Acceptance,
the Lender 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 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 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 or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (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.

                  (c) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender 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
Lenders and the Revolving Credit Commitment of, and principal amount of the
Advances owing to, each Lender 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 Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                  (e) Each Lender 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's obligations under this Agreement


                                       33
<PAGE>   39
(including, without limitation, its Revolving Credit Commitment to the Borrower
hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrower, the Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender'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.

                  (f) Any Lender 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
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.

                  (g) Notwithstanding any other provision set forth in this
Agreement, any Lender 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 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'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. 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 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


                                       34
<PAGE>   40
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.







                                       35
<PAGE>   41
                  SECTION 8.12. Waiver of Jury Trial. Each of the Borrower, the
Agent and the Lenders 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
actions of the Agent or any Lender 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:
Commitment
                              Administrative Agent

$80,000,000.00                             CITIBANK, N.A.

                                           By _______________________
                                              Name:
                                              Title:

                                Syndication Agent

$80,000,000.00                             THE CHASE MANHATTAN BANK

                                           By _______________________
                                              Name:
                                              Title:

                              Documentation Agents

$20,000,000.00                             THE BANK OF TOKYO-MITSUBISHI
                                           COMPANY

                                           By _______________________
                                              Name:
                                              Title:

$20,000,000.00                             FIRST UNION NATIONAL BANK

                                           By _______________________
                                              Name:
                                              Title:

$200,000,000      Total of the Revolving Credit Commitments



                                       36
<PAGE>   42
                                                                      SCHEDULE I
                                                  YORK INTERNATIONAL CORPORATION
                                                        120-DAY CREDIT AGREEMENT
                                                      APPLICABLE LENDING OFFICES




<TABLE>
<CAPTION>
   Name of Initial Lender           Domestic Lending Office         Eurodollar Lending Office
   ----------------------           -----------------------         -------------------------
<S>                               <C>                              <C>
The Bank of Tokyo-Mitsubishi      1251 Avenue of the Americas      1251 Avenue of the Americas
Company                           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

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

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
</TABLE>
<PAGE>   43
                                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.
<PAGE>   44
                                                           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 made by the Lender to the Borrower
pursuant to the 120-Day 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 from the date of such Revolving 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 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 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 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:




                                       2
<PAGE>   45
                       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>








                                       3
<PAGE>   46
                                                           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 120-Day 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>   47
                                                 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
120-Day 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>   48
                  (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>   49
                                                 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 120-Day 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>   50
                  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>   51
                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the 120-Day 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 Lenders (as defined in the Credit Agreement) and Citibank, N.A., as agent
for the Lenders (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 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; and (vi)
attaches any U.S. Internal Revenue Service forms required under Section 2.14 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.

                  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,
<PAGE>   52
have the rights and obligations of a Lender 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>   53
                                   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:                   $______
</TABLE>

Effective Date*:  _______________, 200_


                                              [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>   54
Accepted [and Approved]** this
__________ day of _______________, 200_

CITIBANK, N.A., as Agent

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".


                                       4
<PAGE>   55
                                                             EXHIBIT D - FORM OF
                                                              OPINION OF COUNSEL
                                                                FOR THE BORROWER


                                            [Effective Date]




To each of the Lenders parties
  to the Credit Agreement dated
  as of May 29, 2001
  among York International Corporation,
  said Lenders and Citibank, N.A.,
  as Agent for said Lenders, and
  to Citibank, N.A., as Agent


                         York International Corporation


Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to Section
3.01(h)(iv) of the 120-Day Credit Agreement, dated as of May 29, 2001 (the
"Credit Agreement"), among York International Corporation (the "Borrower"), the
Lenders parties thereto and Citibank, N.A., as Agent for said Lenders. Terms
defined in the Credit Agreement are used herein as therein defined.

                  We have acted as counsel for the Borrower in connection with
the preparation, execution and delivery of the Credit Agreement.

                  In that connection, we have examined:

                  (1) The Credit Agreement.

                  (2) The documents furnished by the Borrower pursuant to
         Article III of the Credit Agreement.

                  (3) The [Articles] [Certificate] of Incorporation of the
         Borrower and all amendments thereto (the "Charter").

                  (4) The by-laws of the Borrower and all amendments thereto
         (the "By-laws").

                  (5) A certificate of the Secretary of State of Delaware, dated
         _______________, 2001, attesting to the continued corporate existence
         and good standing of the Borrower in that State.

We have also examined the originals, or copies certified to our satisfaction, of
the documents listed in a certificate of the chief financial officer of the
Borrower, dated the date hereof (the "Certificate"), certifying that the
documents listed in such certificate are all of the indentures, loan or credit
agreements, leases, guarantees, mortgages, security agreements, bonds, notes and
other agreements or instruments, and all of the orders, writs, judgments,
awards, injunctions and decrees, that affect or purport to affect the Borrower's
right to borrow money or the Borrower's obligations under the Credit Agreement
or the Notes. In addition, we have examined the originals, or copies certified
to our satisfaction, of such other corporate records of the Borrower,
certificates of public officials and of officers of the Borrower, and
agreements, instruments and other documents, as we have deemed necessary as a
basis
<PAGE>   56
for the opinions expressed below. As to questions of fact material to such
opinions, we have, when relevant facts were not independently established by us,
relied upon certificates of the Borrower or its officers or of public officials.
We have assumed the due execution and delivery, pursuant to due authorization,
of the Credit Agreement by the Initial Lenders and the Agent.

                  Our opinions expressed below are limited to the law of the
State of [New York], the General Corporation Law of the State of Delaware and
the Federal law of the United States.

                  Based upon the foregoing and upon such investigation as we
have deemed necessary, we are of the following opinion:

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

                  2. The execution, delivery and performance by the Borrower of
         the Credit Agreement and the Notes, and the consummation of the
         transactions contemplated thereby, are within the Borrower's corporate
         powers, have been duly authorized by all necessary corporate action,
         and do not contravene (i) the Charter or the By-laws or (ii) any law,
         rule or regulation applicable to the Borrower (including, without
         limitation, Regulation X of the Board of Governors of the Federal
         Reserve System) or (iii) any contractual or legal restriction contained
         in any document listed in the Certificate or, to the best of our
         knowledge, contained in any other similar document. The Credit
         Agreement and the Notes have been duly executed and delivered on behalf
         of the Borrower.

                  3. No authorization, 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 Credit Agreement and the Notes.

                  4. The Credit Agreement is, and after giving effect to the
         initial Borrowing, the Notes will be, legal, valid and binding
         obligations of the Borrower enforceable against the Borrower in
         accordance with their respective terms.

                  5. To the best of our knowledge, there are no pending or
         overtly threatened actions or proceedings against the Borrower or any
         of its Subsidiaries before any court, governmental agency or arbitrator
         that purport to affect the legality, validity, binding effect or
         enforceability of the Credit Agreement or any of the Notes or the
         consummation of the transactions contemplated thereby or[, except as
         described in Exhibit 3.01(b) to the Credit Agreement,] that are likely
         to have a materially adverse effect upon the financial condition or
         operations of the Borrower or any of its Subsidiaries.

                  **[6. In any action or proceeding arising out of or relating
         to the Credit Agreement or the Notes in any court of the State of
         _______________ or in any Federal court sitting in the State of
         _______________, such court would recognize and give effect to the
         provisions of Section 8.09 of the Credit Agreement wherein the parties
         thereto agree that the Credit Agreement and the Notes shall be governed
         by, and construed in accordance with, the laws of the State of New
         York. Without limiting the generality of the foregoing, a court of the
         State of _______________ or a Federal court sitting in the State of
         _______________ would apply the usury law of the State of New York, and
         would not apply the usury law of the State of _______________, to the
         Credit Agreement and the Notes. However, if a court of the State of
         _______________ or a Federal court sitting in the State of
         _______________ were to hold that the Credit Agreement and the Notes
         are governed by, and to be construed in accordance with, the laws of
         the State of _______________, the Credit Agreement and the Notes would
         be, under the laws of the State of


----------
**   Another alternative to be considered if Borrower's counsel is not prepared
     to opine as to New York law, and the Initial Lenders are not prepared to
     require a separate opinion of special New York counsel for the Borrower. If
     this alternative is used, paragraph 4 would be eliminated.


                                       2
<PAGE>   57
                  _______________, legal, valid and binding obligations of the
                  Borrower enforceable against the Borrower in accordance with
                  their respective terms.]

                  The opinions set forth above are subject to the following
qualifications:

                  (a) Our opinion in paragraph 4 above* as to enforceability is
         subject to the effect of any applicable bankruptcy, insolvency
         (including, without limitation, all laws relating to fraudulent
         transfers), reorganization, moratorium or similar law affecting
         creditors' rights generally.

                  (b) Our opinion in paragraph 4 above** as to enforceability is
         subject to the effect of general principles of equity, including,
         without limitation, concepts of materiality, reasonableness, good faith
         and fair dealing (regardless of whether considered in a proceeding in
         equity or at law).

                  (c) We express no opinion as to (i) Section 2.15 of the Credit
         Agreement insofar as it provides that any Lender purchasing a
         participation from another Lender pursuant thereto may exercise set-off
         or similar rights with respect to such participation and (ii) the
         effect of the law of any jurisdiction other than the State of
         _______________ wherein any Lender may be located or wherein
         enforcement of the Credit Agreement or the Notes may be sought that
         limits the rates of interest legally chargeable or collectible.




                                             Very truly yours,








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*    If paragraph 6 is used, this should be modified to refer to "the last
     sentence of paragraph 6 above".



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