<PAGE>

                                                                   EXHIBIT 10(a)

FIRST UNION SECURITIES, INC.                      BANC ONE CAPITAL MARKETS, INC.
FIRST UNION NATIONAL BANK                                           BANK ONE, NA


                                  April 4, 2001


Suiza Foods Corporation
2515 McKinney Avenue
Suite 1200
Dallas, Texas 75201
Attention:     Treasurer

         RE:   COMMITMENT LETTER

Ladies and Gentlemen:

         Suiza Foods Corporation, a Delaware corporation (the "BORROWER"), has
requested credit facilities (the "FACILITIES") in the aggregate principal
amount of up to $2,600,000,000 (the "AGGREGATE COMMITMENT"): (a) to acquire
Dean Foods Company, a Delaware corporation (the "TARGET") pursuant to a series
of transactions in which the Target will be merged (the "MERGER") with and
into a wholly-owned subsidiary of Borrower ("ACQUISITION SUB") and the former
shareholders of the Target will receive a combination of both stock and cash
based on a purchase price of approximately $2,500,000,000 (including the
assumption of Target's indebtedness); (b) to acquire all partnership and other
ownership interests currently held by Dairy Farmers of America, Inc. ("DFA")
in Suiza Dairy Group, L.P., pursuant to a series of transactions in which DFA
will receive cash, operating assets, and certain contingent obligations of
Borrower; (c) to refinance certain existing funded debt of the Target,
Borrower and their respective subsidiaries (excluding approximately
$700,000,000 of senior unsecured notes ("TARGET'S SENIOR NOTES") and
approximately $43,000,000 of other indebtedness secured by properties of the
Target); (d) to provide for working capital and other general corporate
purposes of Borrower and its subsidiaries; (e) to pay accrued quarterly
dividends to the shareholders of the Target as agreed between Borrower and the
Target; and (f) to pay fees, costs and expenses incurred in connection with
the foregoing transactions. The Borrower has indicated that it has formed or
will be forming Acquisition Sub and it is intended that Acquisition Sub and
Target will enter into a merger agreement (the "MERGER AGREEMENT") whereby
Target will merge with and into Acquisition Sub and Acquisition Sub will be
the surviving corporation (the "ACQUISITION"). The Borrower may elect to
change its corporate name following the Acquisition. The definitive structure
of the Acquisition has not been determined and must be reasonably satisfactory
to the Lenders.

         First Union National Bank is pleased to offer to act as
administrative agent (the "ADMINISTRATIVE AGENT") under the Facilities and to
commit to make loans to the Borrower, in the amount of $1,300,000,000 and Bank
One, NA, with its main office in Chicago, Illinois, is pleased to offer to act
as syndication agent (the "SYNDICATION AGENT"; the Administrative Agent and
the Syndication Agent being referred to herein collectively as the "AGENTS")
under the Facilities and to commit to make loans to the Borrower, in the
amount of $1,300,000,000, in

<PAGE>

each case, on the terms and subject to the conditions set forth in this
commitment letter (the "COMMITMENT LETTER") and in the Summary of Terms and
Conditions attached hereto (the "TERM SHEET"). The Agents further agree that
at any time after the closing of the primary syndication of the Facilities and
prior to the date that is six months after the Closing Date (the "SUPPLEMENTAL
SYNDICATION PERIOD"), and so long as no default or event of default has
occurred and is continuing under the Facilities, to exercise their best
efforts to obtain commitments from other financial institutions to provide up
to an additional $200,000,000 (the "SUPPLEMENTAL COMMITMENT") to the Borrower,
PROVIDED that the Supplemental Commitment shall only be available to the
Borrower if the Agents have each syndicated down to a hold position of not
more than $125,000,000 prior to the end of the Supplemental Syndication Period
on terms and conditions satisfactory to the Agents.

         While the Agents' agreement herein is to provide the entire amount of
the Aggregate Commitment (but not the Supplemental Commitment) on a fully
underwritten basis, the Agents intend, and reserve the right, to syndicate any
portion of the Facilities to a group of lenders (collectively, including the
Agents, the "LENDERS") selected by First Union Securities, Inc. ("FUS") and
Banc One Capital Markets, Inc. ("BOCM"). FUS and BOCM will act as co-lead
arrangers and joint book runners (collectively, and in such capacities, the
"ARRANGERS") and will manage all aspects of the syndication including, without
limitation, the timing of all offers to potential lenders, the selection of
participating institutions and any titles offered to proposed Lenders, the
acceptance of commitments, the amounts accepted and the amount and
distribution among the Lenders of the fees discussed in this Commitment
Letter, the Fee Letter (as defined below) and the Term Sheet. Without limiting
the foregoing, upon the Arrangers' acceptance of any such commitment from a
Lender, including an affiliate of either Agent, the Agents shall be relieved
of their respective commitments with respect to such amount. The Agents
reserve the right to assign a portion of their respective commitments to any
of their respective affiliates without the consent of the Borrower.

         To assist the Arrangers in their syndication efforts, the Borrower
shall (a) provide and cause its advisors to provide the Arrangers upon request
with all information deemed reasonably necessary by them to complete
successfully the syndication, including, without limitation, all information
and projections prepared by the Borrower or on the Borrower's behalf relating
to the transactions contemplated hereby; (b) cause its advisors and the
management of the Borrower to actively participate in, both the preparation of
an information package regarding the operations and prospects of the Borrower
and the Target and the presentation of the information to prospective Lenders;
and (c) not to make any statement publicly about the Aggregate Commitment, the
Supplemental Commitment or the Facilities which might negatively affect the
Arrangers' ability to syndicate the Facilities. The Borrower will also obtain
for the Facilities, if it has not done so already, a credit rating from
Standard & Poor's Ratings Group and Moody's Investors Service, Inc. (and the
Borrower will pay the fees and out-of-pocket expenses incurred in connection
with obtaining such ratings).

         The obligation of the Agents to make loans under the Facilities is
subject to the following: (i) the preparation, execution and delivery of a
credit agreement (the "CREDIT AGREEMENT") and other loan documents
(collectively, together with the Credit Agreement, the "LOAN DOCUMENTS")
mutually acceptable to the Borrower and the Lenders incorporating, without
limitation, substantially the terms and conditions outlined herein and in the
Term Sheet;

                                       2

<PAGE>

(ii) the Agents' reasonable determination that there has been no material
adverse change in the business, condition (financial or otherwise),
operations, performance or properties of the Borrower, the Target and their
subsidiaries, taken as a whole, since (a) May 30, 2000 or (b) the PRO FORMA
financial statements received by the Agents on March 22, 2001; (iii) the
Arrangers' reasonable determination that there has been no material adverse
change prior to closing in loan syndication, financial, banking or capital
markets generally that could impair syndication of the Facilities; and (iv)
the Borrower and the Target not commencing any other transactions involving
issuance of indebtedness in the capital markets except as agreed to in this
Commitment Letter, in the Term Sheet and in the Fee Letter.

         The Borrower hereby agrees to reimburse the Agents and the Arrangers
for all out-of-pocket expenses (including the reasonable fees, time charges
and expenses of attorneys for the Agents and the Arrangers) incurred in
connection with the preparation, negotiation, execution, administration,
syndication, distribution (including, without limitation, via the internet)
and enforcement of this Commitment Letter, the fee letter of even date
herewith among the Borrower, the Agents and the Arrangers (the "FEE LETTER"),
the Loan Documents and any other documentation contemplated hereby or thereby.

         The Borrower hereby further agrees to indemnify and hold harmless the
Agents, the Arrangers, the Lenders and their respective officers, employees,
agents and directors (each an "INDEMNIFIED PARTY") against any and all losses,
claims, damages, costs, expenses (including the reasonable fees, time charges
and expenses of attorneys for the indemnified parties, which attorneys may be
employees of the indemnified parties) or liabilities of every kind whatsoever
(collectively, the "INDEMNIFIED OBLIGATIONS") to which each of the indemnified
parties may become subject in connection in any way with the transaction which
is the subject of this Commitment Letter, including, without limitation,
expenses incurred in connection with investigating or defending against any
liability or action (whether or not such indemnified party is a party
thereto), except that the Borrower shall not be liable for any Indemnified
Obligations of any indemnified party to the extent any of the foregoing is
found in a final judgment by a court of competent jurisdiction to have arisen
solely from such indemnified party's gross negligence or willful misconduct.
None of the Agents or the Arrangers shall be liable under this Commitment
Letter or any Loan Document or in respect of any act, omission or event
relating to the transaction contemplated hereby or thereby, on any theory of
liability, for any special, indirect, consequential or punitive damages.

         The Borrower's obligations under the immediately preceding two
paragraphs shall continue and are and shall remain absolute obligations of the
Borrower, unless and until superseded by the indemnity provisions of
definitive Loan Documents, whether or not Loan Documents are executed or any
loan is made by the Agents or any conditions of lending are met. The
obligations of the Agents and the Arrangers under this Commitment Letter shall
be enforceable solely by the Borrower and may not be relied upon by any other
person. IF THE COMMITMENT OR ANY ACT, OMISSION OR EVENT DESCRIBED IN THIS OR
THE IMMEDIATELY PRECEDING TWO PARAGRAPHS BECOMES THE SUBJECT OF A DISPUTE, THE
PARTIES HERETO EACH HEREBY WAIVE TRIAL BY JURY. For purposes of this and the
immediately preceding two paragraphs, the terms "Agent," "Agents," "Arranger"
and "Arrangers" shall include an affiliate of either Agent or Arranger.

                                       3

<PAGE>

         This Commitment Letter, the Fee Letter and the Term Sheet are for the
Borrower's confidential use only and may not be disclosed by it to any person
other than its employees, attorneys and financial advisors (but not commercial
lenders), and then only in connection with the proposed transaction and on a
confidential basis, except where (in the Borrower's judgment) disclosure is
required by law or where the Agents or the Arrangers consent to the proposed
disclosure, which consent shall not be unreasonably withheld; PROVIDED,
HOWEVER, that the Borrower may (i) disclose this Commitment Letter and the
Term Sheet and their term and substance (but not the Fee Letter or its terms
or substance) to the Target and its employees, attorneys and financial
advisors (but not commercial lenders) in connection with the proposed
transaction and on a confidential basis, and to the extent necessary, in the
Borrower's filings with the Securities and Exchange Commission, and (ii) make
such other disclosures if such disclosure is, in the opinion of the Borrower's
counsel, required by law. Without limiting the generality of the foregoing,
the Borrower will not make a public disclosure of the Fee Letter without a
written opinion of its counsel indicating such disclosure is required by law
or regulation. Officers, directors, employees and agents of the Arrangers, the
Agents and their respective affiliates shall at all times have the right to
share amongst themselves information received from the Borrower and its
affiliates and their respective officers, directors, employees and agents. The
Agents reserve the right to assign some or all of its rights and delegate some
or all of their respective responsibilities hereunder to one of their
respective affiliates. This Commitment Letter, the Fee Letter and the Term
Sheet supersede any and all prior versions hereof or thereof. This Commitment
Letter may only be amended by a writing signed by all parties hereto.

         After the Borrower has publicly announced the Acquisition, the
Borrower authorizes each of the Agents and the Arrangers to answer inquiries
from the media with respect to the Facilities and to issue press releases with
respect to the Facilities. The Borrower hereby authorizes each of the Agents
and the Arrangers, at their respective sole expense but without any prior
approval by the Borrower, to publish such tombstones and give such other
publicity to the Facilities as each may from time to time determine in its
sole discretion. The foregoing authorizations shall remain in effect unless
the Borrower notifies each in writing that such authorization is revoked.

         The Borrower hereby represents, warrants and covenants that (i) all
information, other than the Projections (as defined below) and all information
which has been provided with respect to the Target (including financial
information), which has been or is hereafter made available to the Agents or
the Lenders by the Borrower or its representatives in connection with the
Transactions and the Facilities ("BORROWER INFORMATION"), taken as a whole, is
and will be complete and correct in all material respects and does not and
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements contained therein not
misleading, (ii) to the actual knowledge of the Borrower, all information,
other than the Projections (as defined below) which has been provided with
respect to the Target (including financial information), which has been or is
hereafter made available to the Agents or the Lenders by the Borrower or its
representatives in connection with the Transactions and the Facilities
("TARGET INFORMATION"), taken as a whole, is and will be complete and correct
in all material respects and does not and will not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements contained therein not misleading, (iii) all financial
projections concerning the Borrower that have been or are hereafter made

                                       4

<PAGE>

available to the Agents or the Lenders by the Borrower or any of its
representatives (the "BORROWER PROJECTIONS") have been or will be prepared in
good faith based upon assumptions believed to be reasonable at the time made,
and (iv) all financial projections concerning the Target that have been or are
hereafter made available to the Agents or the Lenders by the Borrower or any
of its representatives (the "TARGET PROJECTIONS" and, together with the
Borrower Projections, the "PROJECTIONS") have been or will be prepared in good
faith based upon information reasonably available to the Borrower and
assumptions believed to be reasonable at the time made. The Borrower agrees to
furnish the Agents with such Borrower Information, Target Information and
Projections as the Agents may reasonably request and to supplement the
Borrower Information, Target Information and the Projections from time to
time, upon request, until the closing date for the Facilities. The Borrower
understands that in arranging and syndicating the Facilities, the Agents and
Arrangers will be using and relying on the Borrower Information, the Target
Information and the Projections without independent verification thereof.

         Please indicate the Borrower's acceptance of the commitment herein
contained in the space indicated below and return a copy of this Commitment
Letter so executed to the Arrangers. By its acceptance hereof, the Borrower
agrees to pay the Agents and the Arrangers the fees described in the Term
Sheet and the Fee Letter and agrees that the Agents' respective commitments
are conditioned upon the Borrower compliance with all of the provisions of the
Fee Letter. This commitment will expire at 5:00 pm. (Chicago time) on April 6,
2001, unless on or prior to such time the Arrangers shall have received a copy
of this Commitment Letter and the Fee Letter, each executed by the Borrower,
together with the fees due and payable pursuant to the Fee Letter.
Notwithstanding timely acceptance of this Commitment Letter pursuant to the
preceding sentence, the commitment herein contained will automatically
terminate unless the Credit Agreement is executed on or before July 31, 2001.
Notwithstanding timely acceptance of this Commitment Letter, the commitments
contained herein will automatically terminate unless the initial funding of
the Facilities occurs on or before December 31, 2001.

[REMAINDER OF PAGE INTENTIONALLY BLANK]









                                       5

<PAGE>

IF THIS COMMITMENT LETTER, THE TERM SHEET, THE FEE LETTER OR ANY ACT, OMISSION
OR EVENT HEREUNDER OR THEREUNDER BECOMES THE SUBJECT OF A DISPUTE, THE
BORROWER, EACH AGENT AND EACH ARRANGER EACH HEREBY WAIVES TRIAL BY JURY. TMS
COMMITMENT LETTER SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
ILLINOIS.

                                  Sincerely,

                                  FIRST UNION NATIONAL BANK, INDIVIDUALLY
                                  AND AS ADMINISTRATIVE AGENT



                                  By:    /s/ [illegible]
                                  Title: SVP

                                  FIRST UNION SECURITIES, INC., AS AN,
                                  ARRANGER



                                  By:    /s/ [illegible]
                                  Title: SVP

                                  BANK ONE, NA, INDIVIDUALLY AND AS SYNDICATION
                                  AGENT



                                  By:    /s/ [illegible]
                                  Title: M.D.

                                  BANC ONE CAPITAL MARKETS, INC., AS AN
                                  ARRANGER



                                  By:    /s/ [illegible]
                                  Title: M.D.




ACCEPTED AND AGREED TO:
SUIZA FOOD CORPORATION


By:      /s/ Corey M. Olson
Title:   V.P.
Date:    4-6-01








                                       6

<PAGE>

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

                         SUMMARY OF TERMS AND CONDITIONS

                             SUIZA FOODS CORPORATION

                                  April 4, 2001

         This Summary of Terms and Conditions (the "TERM SHEET") is delivered
with a Commitment Letter of even date herewith from First Union National Bank
("FUNB"), First Union Securities, Inc. ("FUS"), Bank One, NA, with its main
office in Chicago, Illinois ("Bank One"), and Bane One Capital Markets, Inc.
("BOCM") to the Borrower. Capitalized terms herein shall have the meaning set
forth in the Commitment Letter.


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

                                             THE FACILITIES

BORROWER:                       Suiza Foods Corporation, a Delaware corporation
                                (the "BORROWER").

AMOUNT:                         $2,600,000,000 (the "AGGREGATE COMMITMENT")
                                comprised of loans and other extensions of
                                credit under the facilities described below.

CO-LEAD ARRANGERS AND           FUS and BOCM (collectively, in such capacities,
JOINT BOOK RUNNERS:             the "ARRANGERS")

ADMINISTRATIVE AGENT:           FUNB (the "ADMINISTRATIVE AGENT").

SYNDICATION AGENT:              Bank One (the "SYNDICATION AGENT"; the
                                Administrative Agent and the  Syndication
                                Agent are referred to herein collectively as the
                                "AGENTS").

LENDERS:                        A group of lenders to be determined
                                (collectively, together with the Agents in their
                                capacities as lenders, the "Lenders").

TRANSACTION                     The Borrower proposes: (a) to acquire Dean Foods
AND USE OF                      Company, a Delaware corporation, (the "TARGET")
PROCEEDS:                       pursuant to a series of transactions in which
                                the Target will be merged (the "MERGER") with
                                and into a wholly-owned subsidiary of Borrower
                                ("ACQUISITION SUB") and the former shareholders
                                of the Target will receive a combination of both
                                stock and cash based on a purchase price of
                                approximately $2,500,000,000 (including the
                                assumption of Target's indebtedness); (b) to
                                acquire all partnership and other ownership
                                interests currently held by Dairy Farmers of
                                America, Inc. ("DFA") in Suiza Dairy Group,
                                L.P., pursuant to a series of transactions in
                                which DFA will receive cash, operating assets,
                                and certain contingent obligations of Borrower;
                                (c) to refinance certain existing funded debt of
                                the Target, Borrower and their respective
                                subsidiaries (excluding approximately
                                $700,000,000 of senior unsecured notes
                                ("TARGET'S SENIOR NOTES") and approximately
                                $43,000,000 of

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

                                       1

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

                                other indebtedness secured by properties of the
                                Target); (d) to provide for working capital and
                                other general corporate purposes of Borrower and
                                its subsidiaries; (e) to pay accrued quarterly
                                dividends to the shareholders of the Target as
                                agreed between Borrower and the Target; and (f)
                                to pay fees, costs and expenses incurred in
                                connection with the foregoing transactions. The
                                transactions described above are referred to
                                collectively as the "TRANSACTIONS." The Borrower
                                proposes to borrow funds from the Lenders to
                                finance the Transactions. The Borrower has
                                indicated that it has formed or will be forming
                                Acquisition Sub and it is intended that
                                Acquisition Sub and Target will enter into a
                                merger agreement (the "MERGER AGREEMENT")
                                whereby Target will merge with and into
                                Acquisition Sub and Acquisition Sub will be the
                                surviving corporation (the "ACQUISITION"). The
                                Borrower may elect to change its corporate name
                                following the Acquisition. The definitive
                                structure of the Acquisition has not been
                                determined and must be reasonably satisfactory
                                to the Lenders.

DOCUMENTATION:                  The facilities described in this Term Sheet (the
                                "FACILITIES") will be evidenced by a credit
                                agreement (the "CREDIT AGREEMENT"), notes,
                                security agreements and other loan documents
                                ("LOAN DOCUMENTS") mutually satisfactory to the
                                Borrower and the Lenders.

SYNDICATION                     The Arrangers will, in consultation with the
MANAGEMENT:                     Borrower, manage all aspects of the
                                syndication including, without limitation, the
                                timing of offers to potential Lenders, the
                                amounts offered to potential Lenders, the
                                acceptance of commitments, and the compensation
                                provided, all as set forth in the Commitment
                                Letter. Without limiting the foregoing, upon the
                                Arrangers' acceptance of any such commitment
                                from a Lender, the Agents shall be relieved of
                                their respective commitments to fund such
                                amount. The Arrangers shall, in their sole
                                discretion, allocate the commitments received
                                from the Lenders. The Agents reserve the right
                                to allocate their respective commitments among
                                their respective affiliates. In addition, prior
                                to the Closing Date, the Arrangers reserve the
                                right to increase or decrease the size of the
                                various Facilities and, accordingly, allocate
                                the commitments received from the Lenders among
                                the various Facilities, without the consent of
                                the Lenders.

                                        REVOLVING CREDIT FACILITY

AMOUNT:                         $800,000,000 (the "REVOLVING FACILITY
                                COMMITMENT"), up to (i) $150,000,000 of which
                                shall be available for the issuance of
                                commercial and standby letters of credit (the
                                "LETTERS OF CREDIT") by FUNB (the "ISSUER") at
                                the request and for the account of the Borrower,
                                and (ii) $100,000,000 of which may, in the sole
                                discretion of FUNB, as swingline lender (the
                                "SWINGLINE LENDER"), be available for swingline
                                loans.

MATURITY:                       Final maturity shall be the earlier of (i) July
                                15, 2007 and (ii) the sixth anniversary of the
                                Borrower's execution of the Credit Agreement
                                (the "CLOSING DATE"), which shall not be later
                                than July 31, 2001.

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

                                       2

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

LETTERS OF                      Letters of Credit will reduce availability under
CREDIT:                         the Revolving Credit Facility. No Letter of
                                Credit shall have an expiry date later than
                                the earlier of (a) one year after the date of
                                issuance and (b) five business days prior to
                                final maturity of the Revolving Credit
                                Facility, PROVIDED that any Letter of Credit
                                with a one-year tenor may provide for the
                                renewal thereof for additional one-year
                                periods (which shall in no event extend beyond
                                the date referred to in clause (b) above).
                                Immediately upon the issuance of each Letter
                                of Credit, each Lender shall be deemed to have
                                automatically and unconditionally purchased
                                and received from the Issuer an undivided
                                interest and participation in and to such
                                Letter of Credit, the obligations of the
                                Borrower in respect thereof, and the liability
                                of the Issuer thereunder, in an amount equal
                                to the face amount of such Letter of Credit
                                multiplied by such Lender's commitment
                                percentage under the Revolving Credit Facility.

SWINGLINE LOANS:                Swingline loans will reduce availability under
                                the Revolving Credit Facility. All swingline
                                loans shall be repaid with interest on or before
                                the 5th business day after the date such
                                swingline loan is made or such later date to
                                which the Swingline Lender and the Borrower may
                                agree. All swingline loans shall bear interest
                                at ABR plus the Applicable Margin for revolving
                                loans (all as hereinafter defined), or as may be
                                otherwise agreed between the Swingline Lender
                                and the Borrower. If the Swingline Lender is not
                                repaid by the Borrower on the date when due,
                                each Lender will make a revolving credit loan
                                the proceeds of which will be used to repay the
                                swingline loan or, if any such revolving credit
                                loan may not be made, irrevocably purchase from
                                the Swingline Lender, without recourse or
                                warranty, such participation in the swingline
                                loan as shall be necessary to cause each such
                                Lender to share ratably in such swingline loan.

                                          TERM LOAN A FACILITY

AMOUNT:                         $850,000,000 (the "TERM LOAN A COMMITMENT").

MATURITY:                       Final maturity shall be the earlier of (i) July
                                15, 2007 and (ii) the sixth anniversary of the
                                Closing Date.

AMORTIZATION:                   Quarterly installments of principal shall be
                                payable in increments to be determined.

                                          TERM LOAN B FACILITY

AMOUNT:                         $950,000,000 (the "TERM LOAN B COMMITMENT").

MATURITY:                       Final maturity shall be the earlier of (i) July
                                15, 2008 and (ii) the seventh anniversary of the
                                Closing Date.

AMORTIZATION:                   Quarterly installments of principal shall be
                                payable in an amount equal to 1%

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

                                       3

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

                                per annum on the Term Loan B Commitment with
                                two semiannual payments in an amount to be
                                determined payable in the final year.

INCREASE TO                     At any time after the closing of the primary
AGGREGATE                       syndication of the Facilities and prior to the
COMMITMENT:                     date that is six months after the Closing Date,
                                and so long as no default or event of default
                                has occurred and is continuing, the Borrower
                                shall have the right, in consultation with the
                                Agents (but without the consent of any
                                individual Lender), to increase the Aggregate
                                Commitment by an amount up to $200,000,000,
                                with each Lender receiving a pro rata share of
                                the increase, provided that no Lender's
                                commitment shall be increased without its
                                consent, and, if needed, other eligible
                                institutions may become Lenders to accommodate
                                such increases.

MANDATORY                       The Facilities shall be prepaid with (a) 50% of
PREPAYMENTS:                    the net cash proceeds of any sale or issuance of
                                equity after the Closing Date and 75% of the net
                                cash proceeds of any sale or issuance of
                                indebtedness constituting debt securities after
                                the Closing Date other than an amount to be
                                determined of net cash proceeds of any sale or
                                issuance of indebtedness constituting debt
                                securities received before the first anniversary
                                of the Closing Date (in either case, subject to
                                customary exceptions and reduction to 0% in any
                                fiscal quarter immediately following any fiscal
                                quarter in which the Borrower's Leverage Ratio
                                is less than 3.00 to 1.00), (b) 100% (75% during
                                any fiscal quarter following any fiscal quarter
                                in which the Borrower's Leverage Ratio shall be
                                less than 3.00 to 1.00) of the net cash proceeds
                                (in excess of an amount to be determined) of any
                                sale or other disposition of any material
                                assets, except for the sale of inventory in the
                                ordinary course of business or obsolete or
                                worn-out property in the ordinary course of
                                business, (c) (i) 50% of excess cash flow (to be
                                defined in a mutually satisfactory manner) for
                                fiscal years ending 2002 and thereafter at any
                                time that the Leverage Ratio (described below)
                                is greater than 3.00 to 1.00, and (d) 100% of
                                insurance net proceeds (subject to mutually
                                agreeable exceptions), each such mandatory
                                prepayment to be applied, in each case, ratably
                                to the remaining installments. Each such
                                mandatory prepayment shall be applied to the
                                Term A Loans and the Term B Loans ratably and to
                                the installments thereof ratably and then
                                ratably to the Revolving Credit Facility. After
                                the Closing Date so long as any Term A Loans are
                                outstanding, each holder of Term B Loans shall
                                have the right to refuse all or any portion of
                                such prepayment allocable to its Term B Loans,
                                and the amount so refused will be applied to
                                prepay the Term A Loans. The Revolving Credit
                                Facility shall be prepaid and Letters of Credit
                                shall be cash-collateralized to the extent such
                                extensions of credit exceed availability under
                                the Revolving Credit Facility.

VOLUNTARY                       ABR loans under the Facilities may be prepaid in
PREPAYMENTS:                    whole or in part without premium on one (1)
                                Business Day's notice, provided that such
                                payments will be in minimum amounts of
                                $10,000,000 and integral multiples of $1,000,000
                                in excess thereof. If breakage costs are paid,
                                Eurodollar loans may be prepaid prior to the
                                last day of the interest period in minimum
                                amounts of $10,000,000 and integral multiples of
                                $1,000,000 in excess thereof. Each such
                                voluntary

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

                                       4

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

                                prepayment shall be applied to the Term A
                                Loans and the Term B Loans ratably and to the
                                installments thereof ratably and then ratably
                                to the Revolving Credit Facility. After the
                                Closing Date, so long as any Term A Loans are
                                outstanding, each holder of Term B Loans shall
                                have the right to refuse all or any portion of
                                such prepayment allocable to its Term B Loans,
                                and the amount so refused will be applied to
                                prepay the Term A Loans.

VOLUNTARY                       The Aggregate Commitment may be permanently
COMMITMENT                      reduced without premium on one (1) Business
REDUCTION:                      Day's notice, provided such payments will be in
                                an amount of at least $5,000,000 and integral
                                multiples of $1,000,000 in excess thereof.

                                                  FEES

The Borrower will pay the following fees:

COMMITMENT FEE:                 A commitment fee on the average daily unborrowed
                                portion of Revolving Facility Commitment (and,
                                until the "Initial Funding Date" (as defined in
                                the Conditions Precedent section below) the Term
                                Loan A Facility and the Term Loan B Facility)
                                payable quarterly in arrears to the Leaders
                                (including the Agents) ratably from the Closing
                                Date until termination of Revolving Facility
                                Commitment (or until the Initial Funding Date in
                                the case of Lender under the Term Loan A
                                Facility and the Term Loan B Facility). The
                                commitment fee shall be determined with
                                reference to the Applicable Fee Rate set forth
                                on the Pricing Schedule attached hereto.
                                Outstanding swingline loans shall not be counted
                                as usage for the purpose of calculating the
                                Commitment Fee.

AGENT AND                       Such fees payable to the Arrangers and Agents as
OTHER FEES:                     are specified in any fee letters among the
                                Agents, the Arrangers and the Borrower.

LETTER OF
CREDIT FEES:
                                COMMERCIAL:      Customary fees.

                                STANDBY:

                                       FRONTING FEE:

                                                        A fronting fee of 0.125%
                                                        per annum on the face
                                                        amount of each standby
                                                        Letter of Credit issued
                                                        shall be payable to the
                                                        Issuer of such standby
                                                        Letter of Credit,
                                                        together with any
                                                        documentary and
                                                        processing charges in
                                                        accordance with the
                                                        Issuer's standard
                                                        schedule for such
                                                        charges with respect to
                                                        the issuance, amendment,
                                                        cancellation,
                                                        negotiation or transfer
                                                        of each letter of credit
                                                        and each drawing made
                                                        thereunder.

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

                                       5

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.
<PAGE>


                                       LETTER OF
                                       CREDIT FEE:      A letter of credit fee,
                                                        equal to the per annum
                                                        percentage identified as
                                                        the Applicable Fee Rate
                                                        in the Pricing Schedule
                                                        attached hereto on the
                                                        face amount of each
                                                        standby Letter of Credit
                                                        (which percentage may be
                                                        increased by 2.0% per
                                                        annum after default),
                                                        payable quarterly in
                                                        arrears to the Lenders
                                                        (including the Issuer)
                                                        ratably.

                              INTEREST RATES

RATE OPTIONS:                   At the Borrower's option:

                                    - ABR plus the Applicable Margin

                                    - Eurodollar Rate plus the Applicable Margin

                                    - ABR plus the Applicable Margin for
                                    revolving loans or a rate negotiated with
                                    the Swingline Lender for each swingline loan


PROVISIONS RELATING             Eurodollar Rate interest periods shall be one,
TO INTEREST RATES:              two, three or six months and, during the
                                "Syndication Period" (defined below), 7 days;
                                PROVIDED, HOWEVER, that the Eurodollar Rate for
                                periods longer than 7 days will not be made
                                available until the earlier of (i) 90 days
                                following the Closing Date or (ii) the
                                Arrangers' determination that syndication is
                                completed (the "Syndication Period"). Interest
                                on ABR loans shall be payable on the last day of
                                each quarter, upon any prepayment (whether due
                                to acceleration or otherwise) and at final
                                maturity. Interest on Eurodollar Rate loans
                                shall be payable in arrears an the last day of
                                each interest period and, in the case of an
                                interest period longer than three months,
                                quarterly, upon any prepayment (whether due to
                                acceleration or otherwise) and at final
                                maturity. Interest on all Eurodollar Rate loans
                                and fees shall be calculated for actual days
                                elapsed on the basis of a 360-day year. Interest
                                on all ABR loans shall be calculated for actual
                                days elapsed on the basis of a 365/366-day year.

                                The Credit Agreement will include customary
                                provisions (a) protecting the Lenders against
                                increased costs or loss of yield resulting from
                                changes in reserve, tax, capital adequacy and
                                other requirements of law and (b) indemnifying
                                the Lenders for breakage costs incurred in
                                connection with among other things, any
                                prepayment of a Eurodollar loan on a day other
                                than the last day of an interest period with
                                respect thereto. After default, the interest
                                rate, at the option of the Administrative Agent
                                or at the direction of the Required Lenders,
                                will be equal to the interest rate otherwise
                                applicable to the loans PLUS the Applicable
                                Margin PLUS 2.0% per annum.

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

                                       6

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

DEFINITIONS RELATING            The following terms shall have the meanings set
TO INTEREST RATES:              forth below:

                                "ABR" means a fluctuating rate of interest equal
                                to the higher of (a) the Prime Rate and (b) the
                                sum of the Federal Funds Effective Rate most
                                recently determined by the Administrative Agent
                                plus 1/2% per annum.

                                "EURODOLLAR RATE" means the applicable London
                                interbank offered rate for deposits in U.S.
                                dollars appearing on Reuters Screen FRBD as of
                                11:00 a.m. (London time) two business days prior
                                to the first day of the applicable interest
                                period, and having a maturity equal to such
                                interest period, adjusted for Federal Reserve
                                Board reserve requirements.

                                "FEDERAL FUNDS EFFECTIVE RATE" means, for any
                                day, an interest rate per annum equal to the
                                weighted average of the rates on overnight
                                Federal Funds transaction with members of the
                                Federal Reserve System arranged by Federal funds
                                brokers, as published for such day by the
                                Federal Reserve Bank of New York, or if such
                                rate is not so published for such day, the
                                average of the quotations for such day on such
                                transactions received by the Administrative
                                Agent from three Federal funds brokers of
                                recognized standing selected by it.

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

                                "APPLICABLE MARGINS" for the various interest
                                rate options and Facilities are set forth in the
                                Pricing Schedule attached hereto, based on
                                certain financial performance criteria as
                                described in the Pricing Schedule.

                 COLLATERAL, GUARANTIES OR OTHER CREDIT SUPPORT

GUARANTEES:                     Each of the Borrower's existing and future
                                material domestic subsidiaries to be agreed upon
                                (except for unrestricted subsidiaries to be
                                agreed upon) shall execute an unconditional
                                guaranty of the loans to the Borrower, subject
                                to certain exceptions to be negotiated.

SECURITY:                       The Facilities will be secured by (i) a first
                                perfected security interest in and lien on the
                                personal property assets of the Borrower and
                                each of the Borrower's material domestic
                                subsidiaries (including, without limitation,
                                accounts receivable, inventory, investment
                                property, machinery, equipment, contracts,
                                trademarks, copyrights, patents, license
                                agreements, intellectual property and general
                                intangibles), (ii) a first perfected lien on the
                                material real property assets owned by the
                                Borrower or any of the Borrower's material
                                domestic subsidiaries other than Acquisition Sub
                                (Target) or its subsidiaries, and (iii) a pledge
                                of, and a first perfected security interest in
                                (a) all of the capital stock of each of the
                                Borrower's existing and future material domestic
                                subsidiaries (other than subsidiaries of
                                Acquisition Sub (Target)) and (b) 65%

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

                                       7

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

                                of the capital stock of each of the Borrower's
                                existing and future first-tier material foreign
                                subsidiaries, in each case, other than certain
                                subsidiaries to be excluded. The collateral will
                                also secure interest rate swaps, currency or
                                other hedging obligations owing to any Lender
                                (or any affiliate thereof).

                             CONDITIONS OF LENDING

         The Loan Documents shall be in form and substance reasonably acceptable
to the Lenders. The Credit Agreement shall include, without limitation,
conditions precedent, representations and warranties, covenants, events of
default, indemnification (of Agents, Arrangers and Lenders) and other provisions
customary for such financings. The Credit Agreement shall be executed on or
before July 31, 2001. As of the Closing Date, the Borrower shall have received
commitments to finance the Acquisition of at least $2,600,000,000 (exclusive of
any accounts receivable securitization facility).

                             CONDITIONS PRECEDENT

         Usual conditions to each loan (including absence of default or
unmatured default and the accuracy of the representations and warranties).
Additional conditions precedent to initial loan will include, without
limitation, those set forth below.

INITIAL                         Initial funding shall occur no later than
FUNDING:                        December 31, 2001 (the "INITIAL FUNDING DATE").

APPROVAL:                       Evidence satisfactory to the Agents that the
                                Target's and Borrower's respective directors and
                                shareholders shall have approved the
                                Acquisition, as necessary; and all regulatory
                                and legal approvals for the Acquisition shall
                                have been obtained.

LITIGATION:                     Absence of injunction or temporary restraining
                                order which, in the judgment of the Agents would
                                prohibit the making of the loans or the
                                consummation of the Acquisition; and absence of
                                litigation which could reasonably be expected to
                                result in a material adverse effect on the
                                Borrower and its subsidiaries, taken as a whole,
                                or the Target and its subsidiaries, taken as a
                                whole.

MERGER                          The Merger Agreement must contain terms and
AGREEMENT:                      conditions which are reasonably acceptable to
                                the Agents (including without limitation the
                                amount and form of consideration to be paid in
                                the Acquisition), the representations and
                                warranties in the Merger Agreement shall be
                                accurate as of the date of the Acquisition
                                closing and the conditions therein shall have
                                been satisfied.

MERGER:                         The Merger shall be consummated substantially
                                concurrently with the initial funding.

TARGET'S                        The Agents shall be satisfied that after the
SENIOR NOTES:                   consummation of the Acquisition, the Target's
                                Senior Notes in an aggregate principal amount of
                                $700,000,000 shall remain outstanding and the
                                Target shall remain in full compliance with the
                                terms thereof.

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

                                       8

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

FINANCIAL                       The Agents and the Lenders shall have received
STATEMENTS:                     audited financial statements for the Borrower
                                and the Target for the most recently ended
                                fiscal year ending more than 90 days prior to
                                the Closing Date.

UPDATED                         The Agents and the Lenders shall have received
PROJECTIONS:                    pro forma opening financial statements ("PRO
                                FORMA OPENING STATEMENTS") giving effect to the
                                Acquisition and projections ("UPDATED
                                PROJECTION") updating the projections previously
                                provided to the Lenders, together with such
                                information as the Agents and the Lenders may
                                reasonably request to confirm the tax, legal,
                                and business assumptions made in such Pro Forma
                                Opening Statements and Updated Projections. The
                                Pro Forma Opening Statements and Updated
                                Projections must demonstrate, in the reasonable
                                judgment of the Agents, together with all other
                                information then available to the Agents and the
                                Lenders, the ability of the Borrower and its
                                subsidiaries, taken as a whole, to repay their
                                debts and satisfy their respective other
                                obligations as and when due and to comply with
                                the financial covenants.

FAIRNESS                        Receipt of copy of any fairness opinion from the
OPINION:                        Target's investment banker addressed to the
                                Target's board of directors, relating to the
                                terms of the Acquisition.

ENVIRONMENT:                    Borrower shall provide to the Agents a copy of
                                each existing environmental review report as to
                                any environmental hazards or liabilities
                                relating to real property that is to be
                                collateral for the Facilities or to be owned by
                                the Acquisition Sub, and, if requested by the
                                Agents, provide a reliance letter satisfactory
                                in form and substance to the Agents, from the
                                environmental review firm that prepared such
                                report.

EXISTING FACILITIES:            Evidence that (i) all of the existing
                                indebtedness for borrowed money of the Borrower,
                                the Target and their respective subsidiaries
                                (excluding for purposes hereof the Target's
                                Senior Notes and certain other carve-outs to be
                                determined) has been paid, (ii) all
                                indebtedness, liabilities and obligations
                                outstanding thereunder shall have been paid in
                                full and (iii) all liens granted thereunder or
                                pursuant thereto shall have been released or
                                arrangements satisfactory to the Agents made for
                                such release.

LEGAL:                          All legal (including tax implications) and
                                regulatory matters shall be reasonably
                                satisfactory to the Agents.

COLLATERAL:                     Liens creating a first priority security
                                interest in the collateral shall have been
                                perfected or arrangements satisfactory to the
                                Agents made therefor.

REGULATIONS:                    Compliance with all applicable requirements of
                                Regulations U, T and X of the Board of Governors
                                of the Federal Reserve System.

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

                                       9

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

NO DEFAULT;                     No default or unmatured default shall exist on
NO MAC:                         the Closing Date and the Initial Funding Date.
                                No material adverse change in the business,
                                condition (financial or otherwise), operations,
                                performance, properties or prospects of the
                                Borrower, the Target and their subsidiaries,
                                taken as a whole, since (i) May 30, 2000 or (ii)
                                the PRO FORMA financial statements received by
                                the Agents on March 22, 2001 shall have
                                occurred.

NO MARKET MAC:                  The Agents shall have reasonably determined that
                                there is an absence of any material adverse
                                change prior to closing in loan syndication,
                                financial, banking or capital markets generally
                                that would impair syndication of the Facilities.

INTEREST                        The Agents may require the Borrower to enter
RATE PROTECTION:                into interest rate swap and hedge agreements or
                                other agreements which effectively limit the
                                amount of interest that the Borrower must pay on
                                notional amounts of the lender financing to be
                                agreed upon.

APPROVAL OF                     In connection with the funding of the
ASSET DISPOSITIONS:             Facilities, the Agents shall have reviewed and
                                approved (such approval not to be unreasonably
                                withheld) any asset sale, disposition or other
                                divestiture required by or in connection with
                                any governmental or regulatory approval required
                                in connection therewith.

LEVERAGE:                       In connection with the funding of the
                                Facilities, the Borrower shall have demonstrated
                                that the ratio of total funded debt for the
                                Borrower and its subsidiaries, after giving
                                effect to the merger, to PRO FORMA adjusted
                                consolidated EBITDA (to be determined by the
                                Agents) of Borrower's 12 consecutive calendar
                                month period ending with the last calendar month
                                immediately preceding the Funding Date, shall be
                                no greater than 4.25 to 1.0.

CUSTOMARY                       Receipt of other customary closing
DOCUMENTS:                      documentation, including, without limitation,
                                the Credit Agreement, appropriate collateral
                                documents, resolutions, good standing
                                certificates, incumbency certificates and legal
                                opinions of the Borrower's counsel, in form and
                                substance reasonably acceptable to the Agents.

                                COVENANTS

COVENANTS:                      The Credit Agreement will contain customary
                                covenants (including, without limitation,
                                compliance with laws, maintenance of insurance,
                                keeping of books, conduct of business,
                                maintenance of properties, payment of taxes,
                                inspection of records, and furnishing of
                                quarterly and annual financial statements,
                                quarterly compliance certificates, notification
                                of any change in the Borrower's ratings and
                                other financial information or any default or
                                adverse change). The Credit Agreements will also
                                contain customary restrictive covenants,
                                including, without limitation, restrictions
                                (subject to exceptions, as appropriate, to be
                                negotiated) on the following:

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

                                      10

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

                                -     indebtedness (which shall be defined to
                                      include off-balance sheet transactions
                                      such as any permitted receivables
                                      securitization facility; IT BEING
                                      UNDERSTOOD that the Borrower or any
                                      applicable subsidiaries thereof shall be
                                      permitted to enter into a receivables
                                      securitization facility with terms
                                      acceptable to the Agents provided that the
                                      attributed indebtedness incurred
                                      thereunder shall not exceed $300,000,000)
                                -     liens and encumbrances
                                -     consolidations and mergers
                                -     sale of assets
                                -     investments, loans, advances and
                                      acquisitions
                                -     transactions with affiliates
                                -     sale of accounts
                                -     hedging of interest rates
                                -     prepayment of other debt
                                -     other


FINANCIAL                       The Credit Agreement will contain financial
COVENANTS:                      covenants with limitations to be negotiated,
                                including, without limitation, covenants
                                pertaining to:

                                1.    LEVERAGE RATIO (Total Debt to EBITDA)
                                      adjusted for acquired and divested
                                      businesses which shall include SEC
                                      qualified add-backs and other
                                      adjustments approved by the Agents): Not
                                      greater than 4.25:1.00 (with step-downs
                                      to be determined)

                                2.    INTEREST COVERAGE RATIO initial level
                                      and step-ups to be determined)

                                3.    MINIMUM NET WORTH (to be determined)

                               REPRESENTATIONS
                               AND WARRANTIES

Usual representations and warranties in connection with each loan and Letter of
Credit issuance shall be included in the Credit Agreement, including but not
limited to absence of material adverse change, absence of material litigation,
representations regarding corporate existence and standing, authorization and
validity, no conflict, governmental consent, financial statements, absence of
litigation and contingent obligations, taxes, subsidiaries, ERISA, compliance
with laws, ownership of properties, insurance, absence of material adverse
change, absence of default or unmatured default, solvency and continued accuracy
of representations, subject to appropriate exceptions to be negotiated.

                                  DEFAULTS

The Credit Agreement will contain customary events of default (including,
without limitation, failure to make payment in connection with the Facilities
when due; breach of representations and warranties; default in any covenant or
agreement set forth in the Loan Documents after any applicable grace period;
cross default to occurrence of a default (whether or not resulting in
acceleration) under any other

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

                                      11

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

indebtedness of the Borrower or any of its subsidiaries in excess of
$50,000,000 (individually or in the aggregate); events of bankruptcy, certain
ERISA defaults; the occurrence of one or more material judgments; any of the
Loan Documents shall cease to be in full force and effect or any party thereto
(other than a Lender) shall so assert; or a change in ownership or control),
subject to appropriate exceptions to be negotiated.

                                      OTHER

ASSIGNMENTS AND                 Each Lender may, in its sole discretion, sell
PARTICIPATIONS:                 participations in the loans and in its
                                commitment, provided that participants shall
                                have no voting rights except with respect to an
                                amendment which forgives principal, interest or
                                fees or reduces the interest rate or fees
                                payable with respect to any, such loan or
                                commitment, extends the final maturity of the
                                Facilities, postpones any date fixed for any
                                regularly-scheduled payment of principal of, or
                                interest or fees on, any such loan or
                                commitment, or postpones the expiry date of any
                                Letter of Credit beyond the final maturity of
                                the Facilities, or releases all or substantially
                                all of the guarantors of such loan or releases
                                all or substantially all of the collateral, if
                                any securing any such loan. Additionally, each
                                of the Lenders will have the right to sell
                                assignments on a pro rata or non-pro rata basis
                                (and the Borrower shall release the assignor
                                Lender for the amount so assigned). The consent
                                of the Borrower and the Administrative Agent,
                                which consent shall not be unreasonably withheld
                                or delayed, shall be required for an assignee
                                which is not a Lender or an affiliate of a
                                Lender or a designated tender consisting of a
                                conduit or similar funding vehicle affiliated
                                with or managed by the assigning Lender
                                (subject, in the case of an assignment to a
                                designated lender, to customary provisions
                                regarding retention of obligations with respect
                                to any commitment and voting by the assigning
                                Lender); PROVIDED, HOWEVER, that if a default
                                has occurred and is continuing, the consent of
                                the Borrower shall not be required. Each such
                                assignment shall (unless each of the Borrower
                                and the Administrative Agent otherwise consents)
                                be in an amount not less than the lesser of (i)
                                $1,000,000 for the Term Loan A Facility or the
                                Term Loan B Facility and $5,000,000 for the
                                Revolving Credit Facility or (ii) the remaining
                                amount of the assigning Lender's commitment
                                (calculated as at the date of such assignment).
                                An assignment fee of $3,500 will be payable to
                                the Administrative Agent for each assignment by
                                Lenders other than the Agents (unless waived by
                                the Administrative Agent). Each Lender may
                                disclose information regarding the Borrower or
                                the Facilities to prospective participants and
                                assignees.

REQUIRED LENDERS:               Greater than 50%

GOVERNING LAW:                  This Term Sheet and any related commitment
                                letter and fee letter are governed by the
                                internal laws of the State of Illinois.

EXPENSES:                       The expenses of the Agents and the Arrangers,
                                whether incurred prior to or subsequent to the
                                Closing Date, in investigation, preparation,
                                negotiation, documentation, syndication,
                                administration and collection will be for the

================================================================================
                                      12

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.
<PAGE>

                                account of the Borrower, including expenses of
                                and fees for attorneys for the Agents and the
                                Arrangers and other advisors and professionals
                                engaged by the Agents or the Arrangers.


                                      * * *

THIS TERM SHEET IS INTENDED AS AN OUTLINE ONLY AND DOES NOT PURPORT TO SUMMARIZE
ALL THE CONDITIONS, COVENANTS, REPRESENTATIONS, WARRANTIES AND OTHER PROVISIONS
WHICH WOULD BE CONTAINED IN DEFINITIVE LEGAL DOCUMENTATION FOR THE FINANCING
CONTEMPLATED HEREBY. ANY COMMITMENT OF THE AGENTS AND THE OTHER LENDERS IS
SUBJECT TO NEGOTIATION AND EXECUTION OF DEFINITIVE LOAN DOCUMENTS IN FORM AND
SUBSTANCE SATISFACTORY TO THE LENDERS AND THEIR RESPECTIVE COUNSEL. IN ADDITION,
THE ORGANIZATIONAL STRUCTURE OF THE BORROWER AND ITS SUBSIDIARIES AFTER THE
ACQUISITION, THE FORM AND STRUCTURE OF THE ACQUISITION AND THE FINANCIAL, LEGAL,
ACCOUNTING, TAX AND ALL OTHER ASPECTS OF THE TRANSACTION WHICH IS THE SUBJECT
HEREOF SHALL BE SATISFACTORY TO THE LENDERS AND THEIR RESPECTIVE COUNSEL.


























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

                                      13

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.

<PAGE>

                                PRICING SCHEDULE

         Interest Rates will be based on the ABR or Eurodollar Rate, at the
Borrower's option, plus the Applicable Margin as determined by the pricing grid
below:


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                                                          REVOLVING
                                                             REVOLVING   CREDIT/TERM
                                                            CREDIT/TERM    LOAN A     TERM LOAN B  TERM LOAN B  APPLICABLE FEE
                                                              LOAN A     EURODOLLAR    BASE RATE    EURODOLLAR       RATE
LEVEL                           LEVERAGE RATIO              ABR MARGIN     MARGIN       MARGIN        MARGIN     (COMMITMENT
                                                                            AND                                      FEE)
                                                                         LETTER OF
                                                                          CREDIT
                                                                            FEE
<S>    <C>                                 <C>              <C>          <C>          <C>          <C>          <C>
  I                     GREATER THAN OR EQUAL TO 4.00X        150 bps     275 bps      200 bps      325 bps        50 bps
------------------------------------------------------------------------------------------------------------------------------
  II   GREATER THAN OR EQUAL TO 3.50x      LESS THAN 4.00x    125 bps     250 bps      175 bps      300 bps        50 bps
------------------------------------------------------------------------------------------------------------------------------
 III   GREATER THAN OR EQUAL TO 3.00x      LESS THAN 3.50x    100 bps     225 bps      175 bps      300 bps        50 bps
------------------------------------------------------------------------------------------------------------------------------
  IV   GREATER THAN OR EQUAL TO 2.50x      LESS THAN 3.00x     75 bps     200 bps      175 bps      300 bps        50 bps
------------------------------------------------------------------------------------------------------------------------------
  V    GREATER THAN OR EQUAL TO 2.00x      LESS THAN 2.50x     50 bps     175 bps      175 bps      300 bps       37.5 bps
------------------------------------------------------------------------------------------------------------------------------
  VI                           LESS THAN 2.00x                 25 bps     150 bps      175 bps      300 bps       37.5 bps
------------------------------------------------------------------------------------------------------------------------------

</TABLE>

         "FINANCIALS" means the annual or quarterly financial statements of the
Borrower delivered pursuant to the Credit Agreement.

         The Applicable Margins and Applicable Fee Rates shall be determined in
accordance with the foregoing table based on the Borrower's Leverage Ratio as
reflected in the then most recent Financials. Adjustments, if any, to the
Applicable Margin or Applicable Fee Rate shall be effective three Business Days
after the Administrative Agent has received the applicable Financials. If
Financials are not delivered to the Administrative Agent at the time required
pursuant to the Credit Agreement, then the Applicable Margin, Commitment Fee and
Applicable Fee Rate shall be the highest Applicable Margin, Commitment Fee and
Applicable Fee Rate set forth in the foregoing table until three Business Days
after such Financials are so delivered.

         Notwithstanding anything to the contrary set forth in the Term Sheet or
this Pricing Schedule, for the first six months following the Closing Date, the
Applicable Margin, Commitment Fee and the Applicable Fee Rate shall be fixed at
a minimum of Level II Status (as adjusted, if applicable).











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

                                      14

FIRST UNION NATIONAL BANK                           FIRST UNION SECURITIES, INC.
BANK ONE, NA                                      BANC ONE CAPITAL MARKETS, INC.