<PAGE>   1
                                                                    EXHIBIT 10.1


                                  $150,000,000

                                CREDIT AGREEMENT

                                   DATED AS OF

                                  JUNE 21, 2001

                                      AMONG

                                  BELDEN INC.,

                           THE LENDERS LISTED HEREIN,

                      SUNTRUST BANK, AS SYNDICATION AGENT,

                   FIRSTAR BANK, N.A., AS DOCUMENTATION AGENT

                                       AND

                              WACHOVIA BANK, N.A.,

                             AS ADMINISTRATIVE AGENT

                            WACHOVIA SECURITIES, INC.

                                  SOLE ARRANGER



<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----

<S>                                                                                                            <C>
ARTICLE I........................................................................................................1

Definitions......................................................................................................1
   SECTION 1.01      Definitions.................................................................................1
   SECTION 1.02      Accounting Terms and Determinations........................................................18
   SECTION 1.03      References.................................................................................18
   SECTION 1.04      Use of Defined Terms.......................................................................19
   SECTION 1.05      Terminology................................................................................19

ARTICLE II......................................................................................................19

THE CREDITS.....................................................................................................19
   SECTION 2.01      Commitments to Lend Syndicated Loans.......................................................19
   SECTION 2.02      Method of Borrowing Syndicated Loans and Swing Loans.......................................20
   SECTION 2.03      Continuation and Conversion Elections......................................................22
   SECTION 2.04      Notes......................................................................................23
   SECTION 2.05      Maturity of Loans..........................................................................23
   SECTION 2.06      Interest Rates.............................................................................23
   SECTION 2.07      Fees.......................................................................................26
   SECTION 2.08      Optional Termination or Reduction of Commitments...........................................27
   SECTION 2.09      Mandatory Termination of Commitments.......................................................27
   SECTION 2.10      Optional Prepayments.......................................................................27
   SECTION 2.11      Mandatory Prepayments......................................................................27
   SECTION 2.12      General Provisions as to Payments..........................................................28
   SECTION 2.13      Computation of Interest and Fees...........................................................30

ARTICLE III.....................................................................................................30

CONDITIONS TO BORROWINGS........................................................................................30
   SECTION 3.01      Conditions to First Borrowing..............................................................30
   SECTION 3.02      Conditions to All Borrowings...............................................................32
   SECTION 3.03      Determinations Under Section 3.01..........................................................32

ARTICLE IV......................................................................................................33

REPRESENTATIONS AND WARRANTIES..................................................................................33
   SECTION 4.01      Corporate Existence and Power..............................................................33
   SECTION 4.02      Corporate and Governmental Authorization; No Contravention.................................33
   SECTION 4.03      Binding Effect.............................................................................33
   SECTION 4.04      Financial Information......................................................................33
   SECTION 4.05      No Litigation..............................................................................34
   SECTION 4.06      Compliance with ERISA......................................................................34
   SECTION 4.07      Compliance with Laws; Payment of Taxes.....................................................34
   SECTION 4.08      Subsidiaries...............................................................................34
   SECTION 4.09      Investment Company Act.....................................................................35
   SECTION 4.10      Public Utility Holding Company Act.........................................................35
   SECTION 4.11      Ownership of Property; Liens...............................................................35
   SECTION 4.12      No Default.................................................................................35
   SECTION 4.13      Full Disclosure............................................................................35
   SECTION 4.14      Environmental Matters......................................................................35
   SECTION 4.15      Capital Stock..............................................................................36
   SECTION 4.16      Margin Stock...............................................................................36
   SECTION 4.17      Insolvency.................................................................................36
   SECTION 4.18      Insurance..................................................................................36
</TABLE>


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<TABLE>
<S>                                                                                                             <C>
   SECTION 4.19      Labor Matters..............................................................................37

ARTICLE V.......................................................................................................37

AFFIRMATIVE COVENANTS...........................................................................................37
   SECTION 5.01      Information................................................................................37
   SECTION 5.02      Inspection of Property, Books and Records..................................................39
   SECTION 5.03      Conduct of Business and Maintenance of Existence...........................................39
   SECTION 5.04      Compliance with Laws; Payment of Taxes.....................................................39
   SECTION 5.05      Insurance..................................................................................39
   SECTION 5.06      Maintenance of Property....................................................................40
   SECTION 5.07      Environmental Matters......................................................................40
   SECTION 5.08      Additional Guarantors......................................................................40

ARTICLE VI......................................................................................................41

NEGATIVE COVENANTS..............................................................................................41
   SECTION 6.01      Use of Proceeds............................................................................41
   SECTION 6.02      Consolidations, Mergers and Sales of Assets................................................41
   SECTION 6.03      Change in Fiscal Year......................................................................42
   SECTION 6.04      Transactions with Affiliates...............................................................42
   SECTION 6.05      Restricted Payments........................................................................42
   SECTION 6.06      Investments................................................................................42
   SECTION 6.07      Acquisitions...............................................................................43
   SECTION 6.08      Limitation on Liens and Subsidiary Debt....................................................43
   SECTION 6.09      Certain Restrictions on Borrower and  Subsidiaries.........................................44
   SECTION 6.10      Minimum Interest Coverage..................................................................44
   SECTION 6.11      Leverage Ratio.............................................................................44
   SECTION 6.12      Minimum Consolidated Tangible Net Worth....................................................45
   SECTION 6.13      Limitation on Indebtedness.................................................................45
   SECTION 6.14      Most Favored Lender Status.................................................................45

ARTICLE VII.....................................................................................................45

DEFAULTS........................................................................................................45
   SECTION 7.01      Events of Default..........................................................................45

ARTICLE VIII....................................................................................................48

THE ADMINISTRATIVE AGENT........................................................................................48
   SECTION 8.01      Appointment; Powers and Immunities.........................................................48
   SECTION 8.02      Reliance by Administrative Agent...........................................................49
   SECTION 8.03      Defaults...................................................................................49
   SECTION 8.04      Rights of Administrative Agent and its Affiliates as a Lender..............................49
   SECTION 8.05      Indemnification............................................................................50
   SECTION 8.06      Consequential Damages......................................................................50
   SECTION 8.07      Registered Holder of Loan Treated as Owner.................................................50
   SECTION 8.08      Nonreliance on Administrative Agent and Other Lenders......................................50
   SECTION 8.09      Failure to Act.............................................................................51
   SECTION 8.10      Successor Administrative Agent.............................................................51
   SECTION 8.11      Other Agents...............................................................................51

ARTICLE IX......................................................................................................51

CHANGE IN CIRCUMSTANCES; COMPENSATION...........................................................................51
   SECTION 9.01      Basis for Determining Interest Rate Inadequate or Unfair...................................51
   SECTION 9.02      Illegality.................................................................................52
   SECTION 9.03      Increased Cost and Reduced Return..........................................................53
   SECTION 9.04      Base Rate Loans Substituted for Euro-Dollar Loans..........................................54
   SECTION 9.05      Compensation...............................................................................54
   SECTION 9.06      Replacement of Lenders.....................................................................55
</TABLE>

                                     - ii -
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<TABLE>
<S>                                                                                                             <C>
   SECTION 9.07      Failure to Pay in Foreign Currency.........................................................55
   SECTION 9.08      Judgment Currency..........................................................................55
   SECTION 9.09      Monetary Union in the European Community...................................................56

ARTICLE X.......................................................................................................57

MISCELLANEOUS...................................................................................................57
   SECTION 10.01     Notices....................................................................................57
   SECTION 10.02     No Waivers.................................................................................57
   SECTION 10.03     Expenses; Documentary Taxes................................................................57
   SECTION 10.04     Indemnification............................................................................57
   SECTION 10.05     Setoff; Sharing of Setoffs.................................................................58
   SECTION 10.06     Amendments and Waivers.....................................................................59
   SECTION 10.07     Independence of Covenants..................................................................60
   SECTION 10.08     Successors and Assigns.....................................................................60
   SECTION 10.09     Confidentiality............................................................................62
   SECTION 10.10     Representation by Lenders..................................................................63
   SECTION 10.11     Obligations Several........................................................................63
   SECTION 10.12     Georgia Law................................................................................63
   SECTION 10.13     Severability...............................................................................63
   SECTION 10.14     Interest...................................................................................63
   SECTION 10.15     Interpretation.............................................................................64
   SECTION 10.16     Waiver of Jury Trial; Consent to Jurisdiction..............................................64
   SECTION 10.17     Counterparts...............................................................................65
   SECTION 10.18     Source of Funds -- ERISA...................................................................65
</TABLE>


<TABLE>
<S>                        <C>
EXHIBIT A-1                Form of Dollar Note
EXHIBIT A-2                Form of Foreign Currency Loan Note
EXHIBIT A-3                Form of Swing Loan Note
EXHIBIT B                  Form of Opinion of Counsel for the Borrower and the Guarantors
EXHIBIT C                  Form of Opinion of Special Counsel for the Administrative Agent
EXHIBIT D                  Form of Notice of Borrowing
EXHIBIT E                  Form of Notice of Continuation or Conversion
EXHIBIT F                  Form of Compliance Certificate
EXHIBIT G                  Form of Closing Certificate
EXHIBIT H                  Form of Officer's Certificate of the Borrower
EXHIBIT I                  Form of Officer's Certificate of each Guarantor
EXHIBIT J                  Form of Guaranty Agreement
EXHIBIT K                  Form of Indemnity, Subrogation and Contribution Agreement
</TABLE>


<TABLE>
<S>                        <C>
Schedule 1.01A             Significant Domestic Subsidiaries
Schedule 1.01B             Significant Foreign Subsidiaries
Schedule 4.05              Litigation
Schedule 4.08              Subsidiaries
Schedule 4.14A             PRP Designations
Schedule 4.14B             Properties on National Priorities List or CERCLIS List
Schedule 4.19              Collective Bargaining Agreements
</TABLE>



                                    - iii -
<PAGE>   5





                                CREDIT AGREEMENT

         CREDIT AGREEMENT dated as of June 21, 2001 among BELDEN INC., the
LENDERS listed on the signature pages hereof, SUNTRUST BANK, as Syndication
Agent, FIRSTAR BANK, N.A., as Documentation Agent and WACHOVIA BANK, N.A., as
Administrative Agent.

         The parties hereto agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

         SECTION 1.01 DEFINITIONS. The terms as defined in this Section 1.01
shall, for all purposes of this Agreement and any amendment hereto (except as
herein otherwise expressly provided or unless the context otherwise requires),
have the meanings set forth herein:

         "Acquisition" means any transaction or series of related transactions
for the purpose of, or resulting in, directly or indirectly, (a) the acquisition
by the Borrower or any Subsidiary of all or substantially all of the assets of a
Person (other than a Subsidiary) or of any business or division of a Person
(other than a Subsidiary), (b) the acquisition by the Borrower or any Subsidiary
of more than 50% of any class of Voting Stock (or similar ownership interests)
of any Person that is not a Subsidiary immediately prior to such acquisition
(provided that formation or organization of any entity shall not constitute an
"Acquisition" to the extent that the amount of the Investment in such entity is
permitted under Section 6.06), or (c) a merger, consolidation, amalgamation or
other combination by the Borrower or any Subsidiary with another Person (other
than the Borrower or a Subsidiary) if the Borrower or such Subsidiary is the
surviving entity; provided that in any merger involving the Borrower, the
Borrower must be the surviving entity.

         "Adjusted IBOR Rate" has the meaning set forth in Section 2.06(d).

         "Adjusted London Interbank Offered Rate" has the meaning set forth in
Section 2.06(c).

         "Administrative Agent" means Wachovia Bank, N.A., a national banking
association organized under the laws of the United States of America, in its
capacity as administrative agent for the Lenders, and its successors and
permitted assigns in such capacity.

         "Affiliate" of any relevant Person means (i) any Person that directly,
or indirectly through one or more intermediaries, controls the relevant Person
(a "Controlling Person"), (ii) any Person (other than the relevant Person or a
Subsidiary of the relevant Person) which is controlled by or is under common
control with a Controlling Person, or (iii) any Person (other than a Subsidiary
of the relevant Person) of which the relevant Person owns, directly or
indirectly, 20% or more of the common stock or equivalent equity interests. As
used herein, the term "control" means possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.


<PAGE>   6

         "Agreement" means this Credit Agreement, together with all amendments
and supplements hereto.

         "Applicable Margin" has the meaning set forth in Section 2.06(a).

         "Arranger's Letter Agreement" means that certain letter agreement,
dated as of March 9, 2001 among the Borrower, the Administrative Agent and
Wachovia Securities, Inc., as arranger, relating to the structure of the Loans,
and certain fees from time to time payable by the Borrower to Wachovia
Securities, Inc., as arranger, and to the Administrative Agent, together with
all amendments and supplements thereto.

         "Assignee" has the meaning set forth in Section 10.08(c).

         "Authority" has the meaning set forth in Section 9.02.

         "Base Rate" means for any day, the rate per annum equal to the higher
as of such day of (i) the Prime Rate, or (ii) one-half of one percent above the
Federal Funds Rate. For purposes of determining the Base Rate for any day,
changes in the Prime Rate or the Federal Funds Rate shall be effective on the
date of each such change.

         "Base Rate Loan" means a Loan which bears or is to bear interest at a
rate based upon the Base Rate, and is to be made as a Base Rate Loan pursuant to
the applicable Notice of Borrowing, Notice of Continuation or Conversion,
Section 2.02(e), or Article IX, as applicable.

         "Borrower" means Belden Inc., a Delaware corporation, and its
successors and its permitted assigns.

         "Borrowing" means a borrowing hereunder consisting of (i) Loans made to
the Borrower at the same time by all of the Lenders, in the case of a Syndicated
Borrowing pursuant to Section 2.01(a) or (ii) a Loan by Wachovia pursuant to
Section 2.01(b), as a Swing Loan. A Borrowing is a "Syndicated Borrowing" if
such Loans are made pursuant to Section 2.01(a) or a "Swing Loan Borrowing" if
such Loan is made pursuant to Section 2.01(b). A Syndicated Borrowing is a
"Dollar Borrowing" if such Loans are Dollar Loans or a "Foreign Currency
Borrowing" if such Loans are Foreign Currency Loans. A Dollar Borrowing is a
"Base Rate Borrowing" if such Loans are Base Rate Loans or a "Euro-Dollar
Borrowing" if such Loans are Euro-Dollar Loans.

          "Capital Stock" means any nonredeemable capital stock of the Borrower
or any Consolidated Subsidiary (to the extent issued to a Person other than the
Borrower), whether common or preferred.

         "CERCLA" means the Comprehensive Environmental Response Compensation
and Liability Act, 42 U.S.C. ss.9601 et. seq. and its implementing regulations
and amendments.

         "CERCLIS" means the Comprehensive Environmental Response Compensation
and Liability Inventory System established pursuant to CERCLA.

         "Change of Law" shall have the meaning set forth in Section 9.02.



                                     - 2 -

<PAGE>   7

         "Closing Certificate" has the meaning set forth in Section 3.01(e).

         "Closing Date" means June 21, 2001.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
successor Federal tax code.

         "Commitment" means, with respect to each Lender, (i) the amount set
forth opposite the name of such Lender on the signature pages hereof, and (ii)
as to any Lender which enters into any LSTA Assignment (whether as transferor
Lender or as Assignee thereunder), the amount of such Lender's Commitment after
giving effect to such LSTA Assignment, in each case as such amount may be
reduced from time to time pursuant to Sections 2.08 and 2.09.

         "Compliance Certificate" has the meaning set forth in Section 5.01(c).

         "Consolidated Debt" means at any date the Debt of the Borrower and its
Consolidated Subsidiaries, determined on a consolidated basis as of such date,
provided that, in determining Consolidated Debt, clauses (vii), (viii), (ix),
(xi) and (xii) of the definition of Debt contained in this Agreement shall be
disregarded.

         "Consolidated EBIT" for any period means the sum of (i) Consolidated
Net Income for such period, (ii) Consolidated Interest Expense for such period
and (iii) provision for taxes based on income for such period, provided that (a)
Consolidated EBIT shall exclude extraordinary or other non-operating gains and
losses, (b) any Consolidated Subsidiary acquired during such period by the
Borrower or any other Consolidated Subsidiary shall be included on a pro forma,
historical basis as if it had been a Consolidated Subsidiary during such entire
period, and (c) any amounts which would be included in a determination of
Consolidated EBIT for such period with respect to assets acquired during such
period by the Borrower or any Consolidated Subsidiary shall be included in the
determination of Consolidated EBIT for such period and the amount thereof shall
be calculated on a pro forma, historical basis as if such assets had been
acquired by the Borrower or such Consolidated Subsidiary prior to the first day
of such period.

         "Consolidated Interest Expense" for any period means (i) interest,
whether expensed or capitalized, in respect of Debt of the Borrower or any of
its Consolidated Subsidiaries outstanding during such period and (ii) all
program expenses payable under a Receivables Securitization Program during such
period.

         "Consolidated Net Income" means, for any period, the Net Income of the
Borrower and its Consolidated Subsidiaries determined on a consolidated basis,
but excluding (i) extraordinary items and (ii) any equity interests of the
Borrower or any Subsidiary in the unremitted earnings of any Person that is not
a Subsidiary.

         "Consolidated Operating Profits" means, for any period, the Operating
Profits of the Borrower and its Consolidated Subsidiaries.

         "Consolidated Subsidiary" means at any date any Subsidiary or other
entity the accounts of which, in accordance with GAAP, would be consolidated
with those of the Borrower in its consolidated financial statements as of such
date.


                                     - 3 -

<PAGE>   8

         "Consolidated Tangible Net Worth" means, at any time, Stockholders'
Equity, less the sum of the value, as set forth or reflected on the most recent
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries,
prepared in accordance with GAAP, of:

                  (A) Any surplus resulting from any write-up of assets
         subsequent to December 31, 2000;

                  (B) All assets which would be treated as intangible assets for
         balance sheet presentation purposes under GAAP, including without
         limitation goodwill (whether representing the excess of cost over book
         value of assets acquired, or otherwise), trademarks, tradenames,
         copyrights, patents and technologies, and unamortized debt discount and
         expense;

                  (C) To the extent not included in (B) of this definition, any
         amount at which shares of Capital Stock of the Borrower appear as an
         asset on the balance sheet of the Borrower and its Consolidated
         Subsidiaries;

                  (D) Loans or advances to stockholders, directors, officers or
         employees; and

                  (E) To the extent not included in (B) of this definition,
         deferred expenses.

         "Consolidated Total Assets" means, at any time, the total assets of the
Borrower and its Consolidated Subsidiaries, determined on a consolidated basis,
as set forth or reflected on the most recent consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries, prepared in accordance with GAAP.

         "Consolidated Total Capitalization" means, at any time, the sum of (i)
Stockholders' Equity, and (ii) Consolidated Debt.

         "Contributed Receivables" means Receivables which are contributed to
the Receivables Subsidiary as equity Investments therein pursuant to a
Receivables Securitization Program.

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

         "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee under capital leases,
(v) all obligations of such Person to reimburse any bank or other Person in
respect of amounts payable under a banker's acceptance, (vi) all Redeemable
Preferred Stock of such Person (in the event such Person is a corporation),
(vii) all obligations of such Person to reimburse any bank or other Person in
respect of amounts paid or to be paid under a letter of credit or similar
instrument, (viii) all Debt of others secured by a Lien on any asset of such
Person, whether or not such Debt is assumed by such Person, (ix) all obligations
of such Person with respect to interest rate protection agreements, foreign
currency exchange agreements or other hedging arrangements



                                     - 4 -
<PAGE>   9

(valued as the termination value thereof computed in accordance with a method
approved by the International Swap Dealers Association and agreed to by such
Person in the applicable hedging agreement, if any), (x) all principal amounts
outstanding and owed to parties other than the Borrower or any Subsidiary under
the items described in clause (a) of the definition of Receivables Program
Obligations, (xi) all Debt of others Guaranteed by such Person and (xii) the
principal portion of all obligations of such Person under any synthetic lease,
tax retention operating lease, off-balance sheet loan or similar off-balance
sheet financing product where such transaction is considered borrowed money
indebtedness for tax purposes but is classified as an operating lease under
GAAP.

         "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

         "Default Rate" means, with respect to any Loan, on any day, the sum of
2% plus the then highest interest rate (including the Applicable Margin) which
may be applicable to any Loans hereunder (irrespective of whether any such type
of Loans are actually outstanding hereunder).

         "Depreciation" means for any period the sum of all depreciation
expenses of the Borrower and its Consolidated Subsidiaries for such period, as
determined in accordance with GAAP.

         "Dollar Equivalent" means the Dollar equivalent of the amount of a
Foreign Currency Loan or Foreign Currency Borrowing, as the case may be,
determined by the Administrative Agent on the basis of its spot rate for the
purchase of the appropriate Foreign Currency with Dollars.

         "Dollar Loans" means Loans made in Dollars by all of the Lenders at the
same time pursuant to Section 2.01(a), which may be either Base Rate Loans or
Euro-Dollar Loans.

         "Dollar Notes" means promissory notes of the Borrower, substantially in
the form of Exhibit A-1 hereto, evidencing the obligation of the Borrower to
repay the Dollar Loans, together with all amendments, consolidations,
modifications, renewals and supplements thereto, and "Dollar Note" means any one
of such Dollar Notes.

         "Dollars" or "$" means dollars in lawful currency of the United States
of America.

         "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial lenders in Georgia are authorized by law to close.

         "Domestic Subsidiary" means any Subsidiary organized under the laws of
any state of the United States of America or the District of Columbia or the
federal laws of the United States of America.

         "EMU" means the European economic and monetary union.

         "EMU Legislation" means (a) a Treaty on European Union (the Treaty of
Rome of March 25, 1957, as amended by the Single European Act 1986 and the
Maastricht Treaty (which was



                                     - 5 -

<PAGE>   10

signed at Maastricht on February 1, 1992 and came into force on November 1,
1993)) and (b) legislative measures of the European Council (including without
limitation European Council regulations) for the introduction of, changeover to
or operation of the euro, in each case as amended or supplemented from time to
time.

         "Environmental Authority" means any foreign, federal, state, local or
regional government that exercises any form of jurisdiction or authority under
any Environmental Requirement.

         "Environmental Authorizations" means all licenses, permits, orders,
approvals, notices, registrations or other legal prerequisites for conducting
the business of the Borrower or any Subsidiary required by any Environmental
Requirement.

         "Environmental Judgments and Orders" means all judgments, decrees or
orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent, or written agreements with an
Environmental Authority or other entity arising from or in any way associated
with any Environmental Requirement, whether or not incorporated in a judgment,
decree or order.

         "Environmental Liabilities" means any liabilities, whether accrued,
contingent or otherwise, arising from or in any way associated with any
Environmental Requirements.

         "Environmental Notices" means notices from any Environmental Authority
or by any other person or entity, of possible or alleged noncompliance with or
liability under any Environmental Requirement, including without limitation any
complaints, citations, demands or requests from any Environmental Authority or
from any other Person for correction of any violation of any Environmental
Requirement or any investigations concerning any violation of any Environmental
Requirement.

         "Environmental Proceedings" means any judicial or administrative
proceedings arising from or in any way associated with any Environmental
Requirement.

         "Environmental Releases" means releases as defined in CERCLA or under
any applicable state or local environmental law or regulation.

         "Environmental Requirement" means any legal requirement relating to
health, safety or the environment and applicable to the Borrower, any Subsidiary
or the Properties, including but not limited to any such requirement under
CERCLA or similar state legislation and any such requirement under all federal,
state and local laws, ordinances, regulations, orders, writs, decrees and common
law.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor law. Any reference to any provision
of ERISA shall also be deemed to be a reference to any successor provision or
provisions thereof.

         "Euro-Dollar Business Day" means any Domestic Business Day on which
dealings in Dollar deposits are carried out in the London interbank market.


                                     - 6 -

<PAGE>   11

         "Euro-Dollar Loan" means a Loan which bears or is to bear interest at a
rate based upon the Adjusted London Interbank Offered Rate, and to be made as a
Euro-Dollar Loan pursuant to a Notice of Borrowing or continued as or converted
to a Euro-Dollar Loan pursuant to a Notice of Continuation or Conversion.

         "Euro-Dollar Reserve Percentage" has the meaning set forth in Section
2.06(c).

         "Event of Default" has the meaning set forth in Section 7.01.

         "Excluded Receivables" means all Receivables other than Purchased
Receivables and Contributed Receivables.

         "Excluded Receivables Assets" means (i) all goods of the Borrower and
each of the Subsidiaries held for sale or lease or to be furnished under a
contract of service (including raw materials, work in process, finished goods
and materials used or consumed in the manufacture or production thereof), goods
that are returned to or repossessed, and all accessions thereto and products
thereof and documents therefor (collectively, "Inventory"), other than returned
goods, if any, relating to the sale that gave rise to any Receivables which are
included in the Receivables Program Related Assets ("Related Returned Goods");
(ii) Excluded Receivables; and (iii) any Receivables or other proceeds of
Inventory created or arising (x) after an Event of Default specified in (g) or
(h) of Section 7.01 (other than proceeds of Related Returned Goods), or (y)
after termination of purchases under the Receivables Securitization Program
Agreement.

         "Existing Credit Agreement" means the Credit Agreement dated as of
November 18, 1996, among Belden Wire & Cable Company, the Banks named therein
and Bank of America National Trust and Savings Association, as Administrative
Agent, as amended, supplemented or otherwise modified from time to time.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the next higher 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if the day for which such rate is to
be determined is not a Domestic Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic Business Day, and
(ii) if such rate is not so published for any day, the Federal Funds Rate for
such day shall be the average rate charged to the Administrative Agent on such
day on such transactions, as determined by the Administrative Agent.

         "Fiscal Quarter" means any fiscal quarter of the Borrower.

         "Fiscal Year" means any fiscal year of the Borrower.

         "Fixed Rate Borrowing" means a Euro-Dollar Borrowing or a Foreign
Currency Borrowing.


                                     - 7 -
<PAGE>   12

         "Fixed Rate Loans" means Euro-Dollar Loans or Foreign Currency Loans,
or any or all of them, as the context shall require.

         "Foreign Currencies" means, individually and collectively, as the
context shall require: (i) German deutsche marks; (ii) Canadian dollars, (iii)
Italian lira, (iv) European Union euros, (v) British pounds sterling, (vi) Dutch
guilders, (vii) French francs, (viii) Swiss francs, or (ix) any other currency
which is freely transferable and convertible into Dollars; provided, however,
that no such other currency under this clause (ix) shall be included as a
Foreign Currency hereunder, or included in a Notice of Borrowing, unless (x) the
Borrower has first submitted a request to the Administrative Agent and the
Lenders that it be so included; and (y) the Administrative Agent and the
Lenders, in their sole discretion, have agreed to such request.

         "Foreign Currency Business Day" shall mean any Domestic Business Day,
excluding one on which trading is not carried on by and between banks in
deposits of the applicable Foreign Currency in the applicable interbank market
for such Foreign Currency.

         "Foreign Currency Loans" means Loans made in a Foreign Currency by all
of the Lenders at the same time pursuant to Section 2.01(a).

         "Foreign Currency Notes" means promissory notes of the Borrower,
substantially in the form of Exhibit A-2 hereto, evidencing the obligation of
the Borrower to repay the Foreign Currency Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto, and "Foreign
Currency Note" means any one of such Foreign Currency Notes.

         "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

         "GAAP" means generally accepted accounting principles applied on a
basis consistent with those which, in accordance with Section 1.02, are to be
used in making the calculations for purposes of determining compliance with the
terms of this Agreement.

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to secure, purchase or pay (or advance or supply funds for the
purchase or payment of) such Debt or other obligation (whether arising by virtue
of partnership arrangements, by agreement to keep-well, to purchase assets,
goods, securities or services, to provide collateral security, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Debt or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part), provided that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

         "Guarantor" or "Guarantors" means all existing and future Significant
Domestic Subsidiaries.


                                     - 8 -

<PAGE>   13

         "Guaranty" means that certain Guaranty Agreement dated as of the date
of this Agreement executed by the Guarantors in the form attached hereto as
Exhibit J.

         "Guaranty Supplement" means each Supplement substantially in the form
of Annex 1 to the Guaranty executed and delivered by a Domestic Subsidiary
pursuant to Section 5.08.

         "Hazardous Materials" includes, without limitation, (a) solid or
hazardous waste, as defined in the Resource Conservation and Recovery Act of
1980, 42 U.S.C. ss. 6901 et seq. and its implementing regulations and
amendments, or in any applicable state or local law or regulation, (b)
"hazardous substance", "pollutant", or "contaminant" as defined in CERCLA, or in
any applicable state or local law or regulation, (c) gasoline, or any other
petroleum product or by-product, including, crude oil or any fraction thereof,
(d) toxic substances, as defined in the Toxic Substances Control Act of 1976, or
in any applicable state or local law or regulation and (e) insecticides,
fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act of 1975, or in any applicable state or local law or
regulation, as each such Act, statute or regulation may be amended from time to
time.

         "IBOR" has the meaning set forth in Section 2.06(d).

         "Indemnity, Subrogation and Contribution Agreement" shall mean that
certain Indemnity, Subrogation and Contribution Agreement dated as of the date
of this Agreement executed by the Borrower and the Guarantors in the form
attached hereto as Exhibit K.

         "Indemnity, Subrogation and Contribution Agreement Supplement" means
the Supplement substantially in the form of Annex 1 to the Indemnity,
Subrogation and Contribution Agreement executed and delivered by a Domestic
Subsidiary pursuant to Section 5.08.

         "Interest Coverage Ratio" means, for any period, the ratio of
Consolidated EBIT to Consolidated Interest Expense.

         "Interest Period" means with respect to each Fixed Rate Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the first, second, third or sixth month thereafter, as the
Borrower may elect in the applicable Notice of Borrowing; provided that:

                  (A) any Interest Period (subject to paragraph (C) below) which
         would otherwise end on a day which is not a Euro-Dollar Business Day or
         a Foreign Currency Business Day, as the case may be, shall be extended
         to the next succeeding Euro-Dollar Business Day or Foreign Currency
         Business Day, as the case may be, unless such Euro-Dollar Business Day
         or Foreign Currency Business Day, as the case may be, falls in another
         calendar month, in which case such Interest Period shall end on the
         next preceding Euro-Dollar Business Day or Foreign Currency Business
         Day, as the case may be;

                  (B) any Interest Period which begins on the last Euro-Dollar
         Business Day or Foreign Currency Business Day, as the case may be, of a
         calendar month (or on a day for which there is no numerically
         corresponding day in the appropriate subsequent calendar month) shall,
         subject to paragraph (C) below, end on the last Euro-Dollar Business
         Day



                                     - 9 -

<PAGE>   14

         or Foreign Currency Business Day, as the case may be, of the
         appropriate subsequent calendar month; and

                  (C) no Interest Period may be selected which begins before the
         Termination Date and would otherwise end after the Termination Date.

         "Investment" means any investment in any Person, whether by means of
(i) purchase or acquisition of all or substantially all of the assets of such
Person (or of a division or line of business of such Person), other than any
purchase or acquisition of assets or division or line of business of a
Subsidiary, (ii) purchase or acquisition of obligations or securities of such
Person, (iii) capital contribution to such Person, (iv) loan or advance to such
Person, (v) making of a time deposit with such Person, (vi) Guarantee or
assumption of any obligation of such Person or (vii) by any other means.

         "Lender" means each lender listed on the signature pages hereof as
having a Commitment, and its successors and assigns.

         "Lending Office" means, as to each Lender, (i) its office located at
its address set forth on the signature pages hereof (or identified on the
signature pages hereof as its Lending Office) and (ii) as to any Lender which
enters into any LSTA Assignment (whether as transferor Lender or as Assignee
thereunder), as set forth in such LSTA Assignment, or in each case such other
office as such Lender may hereafter designate as its Lending Office by notice to
the Borrower and the Administrative Agent. Each Bank may designate a Lending
Office for Dollar Loans and a different Lending Office for Foreign Currency
Loans and the term "Lending Office" shall in such case mean either such Lending
Office, as the context shall require.

         "Leverage Ratio" means, at any time, the ratio of Consolidated Debt to
Consolidated Total Capitalization.

         "Lien" means, with respect to any asset, any mortgage, deed to secure
debt, deed of trust, lien, pledge, charge, security interest, security title,
preferential arrangement which has the practical effect of constituting a
security interest or encumbrance, or encumbrance or servitude of any kind in
respect of such asset to secure or assure payment of a Debt or a Guarantee,
whether by consensual agreement or by operation of statute or other law, or by
any agreement, contingent or otherwise, to provide any of the foregoing. For the
purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to
own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset.

         "Loan" means a Syndicated Loan or Swing Loan, and "Loans" means
Syndicated Loans, Swing Loans or any or all of them, as the context shall
require.

         "Loan Documents" means this Agreement, the Notes, the Guaranty, the
Indemnity, Subrogation and Contribution Agreement, any other material document
executed by the Borrower or any Guarantor evidencing, relating to or securing
the Loans, and any other material document or instrument executed by the
Borrower or any Guarantor delivered from time to time


                                     - 10 -

<PAGE>   15

in connection with this Agreement, the Notes or the Loans, as such documents and
instruments may be amended or supplemented from time to time.

         "London Interbank Offered Rate" has the meaning set forth in Section
2.06(c).

         "Long-Term Debt" means any Debt of the Borrower or any Subsidiary
having a maturity of more than 1 year from the date as of which the amount
thereof is to be determined or having a maturity of less than 1 year but by its
terms being renewable or extendible beyond 1 year from such date at the option
of the obligor.

         "LSTA Assignment" means any form of Assignment Agreement approved from
time to time by the Loan Syndications and Trading Association.

         "LSTA Confidentiality Agreement" means any form of Confidentiality
Agreement approved from time to time by the Loan Syndications and Trading
Association.

         "Margin Stock" means "margin stock" as defined in Regulations T, U or
X.

         "Material Adverse Effect" means, with respect to any event, act,
condition or occurrence of whatever nature (including any adverse determination
in any litigation, arbitration, or governmental investigation or proceeding),
whether singly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences, whether or not related, a
material adverse change in, or a material adverse effect upon, any of (a) the
financial condition, operations, business or properties of the Borrower and its
Consolidated Subsidiaries taken as a whole, (b) the rights and remedies of the
Administrative Agent or the Lenders under the Loan Documents, or the ability of
the Borrower or any Guarantor to perform its obligations under the Loan
Documents to which it is a party, as applicable, or (c) the legality, validity
or enforceability of any Loan Document.

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

         "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

         "Net Income" means, as applied to any Person for any period, the
aggregate amount of net income of such Person, after taxes, for such period, as
determined in accordance with GAAP.

         "Net Proceeds of Capital Stock" means any proceeds received by the
Borrower or a Consolidated Subsidiary in respect of the issuance of Capital
Stock, after deducting therefrom all reasonable and customary costs and expenses
incurred by the Borrower or such Consolidated Subsidiary directly in connection
with the issuance of such Capital Stock.

         "Note Purchase Agreement (1997)" means the Note Purchase Agreement
dated as of August 1, 1997, executed by the Borrower and the several Purchasers
identified on Schedule A attached thereto, relating to the Senior Notes (1997),
as the same has been amended, supplemented or otherwise modified up to the
Closing Date.

         "Note Purchase Agreement (1999)" means the Note Purchase Agreement
dated as of September 1, 1999, executed by the Borrower and the several
Purchasers identified on Schedule


                                     - 11 -

<PAGE>   16

A attached thereto, relating to the Senior Notes (1999), as the same has been
amended, supplemented or otherwise modified up to the Closing Date.

         "Note Purchase Agreements" means, collectively, the Note Purchase
Agreement (1997) and the Note Purchase Agreement (1999).

         "Notes" means each of the Syndicated Loan Notes, Swing Loan Note or any
or all of them, as the context shall require.

         "Notice of Borrowing" has the meaning set forth in Section 2.02(a).

         "Notice of Continuation or Conversion" has the meaning set forth in
Section 2.03.

         "Officer's Certificate" has the meaning set forth in Section 3.01(f).

         "Officer's Certificate of Guarantor" has the meaning set forth in
Section 3.01(g).

         "Operating Profits" means, as applied to any Person for any period, the
operating income of such Person for such period, as determined in accordance
with GAAP.

         "Participant" has the meaning set forth in Section 10.08(b).

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

         "Performance Pricing Determination Date" has the meaning set forth in
Section 2.06(a).

         "Permitted Acquisition" means any Acquisition by the Borrower or a
Subsidiary of any business which would not substantially change the general
nature of the business in which the Borrower and its Subsidiaries, taken as a
whole, are engaged, and with respect to which each of the following requirements
shall have been satisfied:

                  (a) as of the closing of any Acquisition, the Acquisition has
been approved and recommended by the board of directors of the Person to be
acquired or from which such business is to be acquired, if such Person is a
corporation;

                  (b) not less than 5 Domestic Business Days prior to the
closing of any Acquisition, the Borrower shall have delivered to the
Administrative Agent a certificate, (A) certifying that no Default has occurred
and is continuing, after giving effect to the Acquisition, and (B) including pro
forma income and balance sheet projections for the Borrower and its Consolidated
Subsidiaries (after giving effect to the Acquisition);

                  (c) as of the closing of any Acquisition, after giving effect
to such Acquisition, the acquiring party must not be "insolvent" and the
Borrower and its Consolidated Subsidiaries, on a consolidated basis, must not be
"insolvent" (as "insolvent" is defined in Section 4.17); and


                                     - 12 -

<PAGE>   17

                  (d) as of the closing of any Acquisition, no Default shall
exist or occur as a result of such Acquisition, after giving effect to such
Acquisition.

         "Permitted Restricted Payment" means any payment on account of the
purchase or acquisition of any shares of the Borrower's Capital Stock,
consistent with past practices of the Borrower, in connection with the
Borrower's employee stock purchase plan, stock option plan or restricted stock
plan.

         "Person" means an individual, a corporation, a partnership, an
unincorporated association, a trust, a limited liability company or any other
entity or organization, including, but not limited to, a government or political
subdivision or an agency or instrumentality thereof.

         "Plan" means at any time an employee pension benefit plan which is
covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code and is either (i) maintained by a member of the
Controlled Group for employees of any member of the Controlled Group or (ii)
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
a member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding 5 plan years made contributions.

         "Prime Rate" refers to that interest rate so denominated and set by
Wachovia from time to time as an interest rate basis for borrowings. The Prime
Rate is but one of several interest rate bases used by Wachovia. Wachovia lends
at interest rates above and below the Prime Rate.

         "Properties" means all real property owned, leased or otherwise used or
occupied by the Borrower or any Subsidiary, wherever located.

         "Purchase Money Note" means a promissory note evidencing the obligation
of the Receivables Subsidiary to pay to the Borrower or any of its Subsidiaries
the purchase price for Purchased Receivables in connection with the Receivables
Securitization Program, which note shall be repaid from cash available to the
Receivables Subsidiary, other than cash required to be held as reserves pursuant
to Receivables Program Documents, amounts paid in respect of interest, principal
and other amounts owing under Receivables Program Documents and amounts paid in
connection with the purchase of additional Purchased Receivables.

         "Purchased Receivables" means Receivables which are actually purchased
pursuant to the Receivables Program Documents, for a purchase price determined
pursuant thereto.

         "Quarterly Payment Date" means each March 31, June 30, September 30 and
December 31, or, if any such day is not a Domestic Business Day, the next
succeeding Domestic Business Day.

         "Receivables" means all rights of the Borrower or its Subsidiaries to
payment, whether constituting an account, chattel paper, instrument, general
intangible or otherwise, arising from the sale of goods or services (including
rights under bill and hold arrangements) by the Borrower or its Subsidiary (and
including the right to payment of any interest or finance charges and other
obligations with respect thereto).


                                     - 13 -

<PAGE>   18

         "Receivables Program Assets" means (a) all Purchased Receivables and
Contributed Receivables transferred by the Borrower or its Subsidiaries
(including the Receivables Subsidiary) pursuant to the Receivables Program
Documents; provided, however, that the term "Receivables Program Assets" shall
not include any Excluded Receivables Assets, (b) all Receivables Program Related
Assets, and (c) all collections (including recoveries) and other proceeds of the
assets described in the foregoing clauses (a) and (b).

         "Receivables Program Documents" means (x) a receivables purchase
agreement, pooling and servicing agreement, credit agreement, agreements to
acquire undivided interests or other agreement to transfer, or create a security
interest in, Receivables Program Assets, in each case as amended, modified,
supplemented or restated and in effect from time to time entered into by the
Borrower and/or its Subsidiaries (including the Receivables Subsidiary), and (y)
each other instrument, agreement and other document entered into by the Borrower
or its Subsidiaries (including the Receivables Subsidiary) relating to the
transactions contemplated by the items referred to in clause (x) above, in each
case as amended, modified, supplemented or restated and in effect from time to
time.

         "Receivables Program Obligations" means (a) obligations under notes,
trust certificates, undivided interests, partnership interests or other
interests representing the right to be paid a specified principal amount from
the Receivables Program Assets, and (b) related obligations of the Borrower
and/or its Subsidiaries (including, without limitation, rights in respect of
interest or yield, breach of warranty claims and expense reimbursement and
indemnity provisions) and other Standard Securitization Undertakings.

         "Receivables Program Related Assets" means, with respect to Purchased
Receivables and Contributed Receivables (but not Excluded Receivables), (i)
rights of the seller or contributor thereof under the documentation governing or
relating to such Receivables, including all contracts pursuant to which any
account party or other party is obligated to make payment on any such
Receivable, and all related purchase orders, invoices and other agreements,
documents, books, records and other media for the storage of information
(including tapes, disks, punch cards, computer programs and databases and
related property), (ii) all of the right, title and interest of the seller or
contributor thereof in the goods, if any, relating to the sale that gave rise to
such Receivables, all other security interests or liens and property subject
thereto from time to time purporting to secure payment of such Receivables,
whether pursuant to the contract described in clause (i) or otherwise, and all
letters of credit, guarantees and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Receivable,
whether pursuant to the contract described in clause (i) or otherwise, (iii) all
proceeds of all of the foregoing, including all funds received by any Person in
payment of any amounts owed (including invoice prices, finance charges, interest
and all other charges, if any) in respect thereof or otherwise applied to repay
or discharge any such Receivables (including insurance payments applied in the
ordinary course of business to amounts owed in respect of such Receivables and
net proceeds of any sale or other disposition of repossessed goods that were the
subject of any such Receivables) or other collateral or property of the account
party or other party directly or indirectly liable for payment of such
Receivables, and any lockboxes or accounts in which such proceeds are deposited,
(iv) all spread accounts and other similar accounts (and any amount on deposit
therein) established in connection with the Receivables



                                     - 14 -
<PAGE>   19

Securitization Program and (v) any warranty, indemnity, dilution and other
intercompany claim arising out of Receivables Program Documents.

         "Receivables Securitization Program" means any transaction or series of
transactions that may be entered into by the Borrower and its Subsidiaries
pursuant to which the Borrower and/or its Subsidiaries may sell, convey or
otherwise transfer to the Receivables Subsidiary and (in the case of a transfer
by the Receivables Subsidiary) any other Person, or may grant a security
interest in, any Receivables Program Assets (whether now existing or arising in
the future); provided that:

                  (A) no portion of the indebtedness or any other obligations
         (contingent or otherwise) of a Receivables Subsidiary or Special
         Purpose Vehicle (i) is Guaranteed by the Borrower or its Subsidiaries
         (other than the Receivables Subsidiary and excluding Guarantees of
         obligations pursuant to Standard Securitization Undertakings), (ii) is
         recourse to or obligates the Borrower or its Subsidiaries (other than
         the Receivables Subsidiary) for payment other than pursuant to Standard
         Securitization Undertakings or (iii) subjects any property or asset of
         the Borrower or its Subsidiaries (other than the Receivables
         Subsidiary), directly or indirectly, contingently or otherwise, to the
         satisfaction of obligations incurred in such transactions, other than
         pursuant to Standard Securitization Undertakings;

                  (B) the Borrower and its Subsidiaries (other than the
         Receivables Subsidiary) do not have any obligation to maintain or
         preserve the financial condition of a Receivables Subsidiary or a
         Special Purpose Vehicle or cause such entity to achieve certain levels
         of operating results; and

                  (C) the net purchase price payable to the Borrower or any
         Subsidiary with respect to Purchased Receivables thereunder (net of all
         reserves, discounts, fees and charges) is not less than 75% of the face
         amount of the Purchased Receivables.

         "Receivables Subsidiary" means a special purpose corporation that is a
wholly owned Subsidiary of the Borrower, created for the sole purpose of, and
whose only business shall be, acquisition of the Receivables Program Assets
pursuant to the Receivables Securitization Program and those activities
incidental to the Receivables Securitization Program.

         "Redeemable Preferred Stock" of any Person means any preferred stock
issued by such Person which is at any time prior to the Termination Date either
(i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or
(ii) redeemable at the option of the holder thereof.

         "Register" has the meaning set forth in Section 10.08(c).

         "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.



                                     - 15 -

<PAGE>   20

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

         "Related Fund" means, with respect to any Lender that is a fund that
invests in lender loans, any other fund that invests in lender loans and is
advised or managed by the same investment advisor as such Lender.

         "Reported Net Income" means, for any period, the Net Income of the
Borrower and its Consolidated Subsidiaries determined on a consolidated basis.

         "Required Lenders" means at any time Lenders having more than 51% of
the aggregate amount of the Commitments or, if the Commitments are no longer in
effect, Lenders holding more than 51% of the aggregate outstanding principal
amount of the sum of the Syndicated Loans.

         "Responsible Officer" means the chief executive officer, chief
operating officer, chief financial officer, chief accounting officer or
treasurer of the Borrower.

         "Restricted Payment" means (i) any dividend or other distribution on
any shares of the Borrower's Capital Stock (except dividends payable solely in
shares of its Capital Stock) or (ii) any payment on account of the purchase,
redemption, retirement or acquisition of (a) any shares of the Borrower's
Capital Stock (except shares acquired upon the conversion thereof into other
shares of its Capital Stock) or (b) any option, warrant or other right to
acquire shares of the Borrower's Capital Stock.

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

         "Senior Notes (1997)" means, collectively, the Borrower's $75,000,000
6.92% Senior Notes, Series 1997-A, Due August 11, 2009, all issued pursuant to
the Note Purchase Agreement (1997).

         "Senior Notes (1999)" means, collectively, the Borrower's $64,000,000
7.60% Senior Notes, Series A, Due September 1, 2004, $44,000,000 7.74% Senior
Notes, Series B, Due September 1, 2006, and $17,000,000 7.95% Senior Notes,
Series C, Due September 1, 2009, all issued pursuant to the Note Purchase
Agreement (1999).

         "Significant Domestic Subsidiary" means at any time any Domestic
Subsidiary whose (i) Net Income for the Fiscal Quarter most recently ended
exceeds 5% of Consolidated Net Income for such Fiscal Quarter or (ii) total
assets at such time exceed 5% of Consolidated Total Assets at such time. The
Significant Domestic Subsidiaries of the Borrower as of the Closing Date are
listed on Schedule 1.01A hereto.



                                     - 16 -
<PAGE>   21

         "Significant First Tier Foreign Subsidiary" means any Significant
Foreign Subsidiary the majority of whose Capital Stock or other equity interests
is owned by the Borrower and/or its Domestic Subsidiaries.

         "Significant Foreign Subsidiary" means at any time any Foreign
Subsidiary whose (i) Net Income for the Fiscal Quarter most recently ended
exceeds 5% of Consolidated Net Income for such Fiscal Quarter or (ii) total
assets at such time exceed 5% of Consolidated Total Assets at such time. The
Significant Foreign Subsidiaries of the Borrower as of the Closing Date are
listed on Schedule 1.01B hereto.

         "Special Purpose Vehicle" means a trust, partnership or other special
purpose Person established by the Borrower to implement the Receivables
Securitization Program.

         "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Borrower or its
Subsidiaries (other than the Receivables Subsidiary) that are reasonably
customary in accounts receivable securitization transactions, as reasonably
determined in good faith by the Administrative Agent.

         "Stockholders' Equity" means, at any time, the shareholders' equity of
the Borrower and its Consolidated Subsidiaries, as set forth or reflected on the
most recent consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries prepared in accordance with GAAP, but excluding any Redeemable
Preferred Stock of the Borrower or any of its Consolidated Subsidiaries.
Shareholders' equity generally would include, but not be limited to (i) the par
or stated value of all outstanding Capital Stock, (ii) capital surplus, (iii)
retained earnings, and (iv) various deductions such as (A) purchases of treasury
stock, (B) valuation allowances, (C) receivables due from an employee stock
ownership plan, (D) employee stock ownership plan debt guarantees, and (E)
translation adjustments for foreign currency transactions.

         "Subsidiary" of any Person means a corporation, partnership or other
entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interest having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise qualified, all references to a "Subsidiary" or
to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Borrower.

         "Swing Loan" means a Loan made by Wachovia pursuant to Section 2.01(b),
which must be a Base Rate Loan.

         "Swing Loan Note" means the promissory note of the Borrower,
substantially in the form of Exhibit A-3, evidencing the obligation of the
Borrower to repay the Swing Loans, together with all amendments, consolidations,
modifications, renewals, and supplements thereto.

         "Syndicated Loans" means Dollar Loans or Foreign Currency Loans made
pursuant to the terms and conditions set forth in Section 2.01(a).



                                     - 17 -

<PAGE>   22

         "Syndicated Loan Notes" means each of the Dollar Notes or Foreign
Currency Notes or any or all of them, as the context shall require.

         "Taxes" has the meaning set forth in Section 2.12(c).

         "Termination Date" means the earlier of (i) June 21, 2004, (ii) the
date the Commitments are terminated pursuant to Section 7.01 following the
occurrence of an Event of Default, or (iii) the date the Borrower terminates the
Commitments entirely pursuant to Section 2.08.

         "Transferee" has the meaning set forth in Section 10.08(d).

         "Unused Commitment" means at any date, with respect to any Lender, an
amount equal to its Commitment less the aggregate outstanding principal amount
of its Syndicated Loans (and not the Swing Loans).

         "Voting Stock" means securities (as such term is defined in Section
2(1) of the Securities Act of 1933, as amended) of any class or classes, the
holders of which are ordinarily, in the absence of contingencies, entitled to
vote in the election of the corporate directors (or Persons performing similar
functions).

         "Wachovia" means Wachovia Bank, N.A., a national banking association,
and its successors.

         "Wholly Owned Subsidiary" means any Subsidiary all of the shares of
capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the Borrower.

         SECTION 1.02 ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all terms of an accounting character used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP, applied on a basis consistent (except for changes
concurred with by the Borrower's independent public accountants or otherwise
required by a change in GAAP) with the most recent audited consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered
to the Lenders, unless with respect to any such change concurred in by the
Borrower's independent public accountants or required by GAAP, in determining
compliance with any of the provisions of this Agreement or any of the other Loan
Documents: (i) the Borrower shall have objected to determining such compliance
on such basis at the time of delivery of such financial statements, or (ii) the
Required Lenders shall so object in writing within 30 days after the delivery of
such financial statements, in either of which events such calculations shall be
made on a basis consistent with those used in the preparation of the latest
financial statements as to which such objection shall not have been made (which,
if objection is made in respect of the first financial statements delivered
under Section 5.01 hereof, shall mean the financial statements referred to in
Section 4.04).

         SECTION 1.03 REFERENCES. Unless otherwise indicated, references in this
Agreement to "Articles", "Exhibits", "Schedules", "Sections" and other
Subdivisions are references to articles, exhibits, schedules, sections and other
subdivisions hereof.



                                     - 18 -
<PAGE>   23

         SECTION 1.04 USE OF DEFINED TERMS. All terms defined in this Agreement
shall have the same defined meanings when used in any of the other Loan
Documents, unless otherwise defined therein or unless the context shall require
otherwise.

         SECTION 1.05 TERMINOLOGY. All personal pronouns used in this Agreement,
whether used in the masculine, feminine or neuter gender, shall include all
other genders; the singular shall include the plural, and the plural shall
include the singular. Titles of Articles and Sections in this Agreement are for
convenience only, and neither limit nor amplify the provisions of this
Agreement.

                                  ARTICLE II.

                                   THE CREDITS

         SECTION 2.01 COMMITMENTS TO LEND SYNDICATED LOANS.

         (a) Each Lender severally agrees, on the terms and conditions set forth
herein, to make Syndicated Loans to the Borrower from time to time before the
Termination Date; provided that,

                  (i) immediately after each such Syndicated Loan is made, the
         aggregate outstanding principal amount of Syndicated Loans (based on
         the Dollar Equivalent of any outstanding Foreign Currency Loans) by
         such Lender shall not exceed the amount of its Commitment; and

                  (ii) the aggregate outstanding principal amount of all
         Syndicated Loans (based on the Dollar Equivalent of any outstanding
         Foreign Currency Loans) and Swing Loans shall not exceed the aggregate
         amount of the Commitments. The Dollar Equivalent of each Foreign
         Currency Loan on the date each Foreign Currency Loan is disbursed shall
         be deemed to be the amount of the Foreign Currency Loan outstanding for
         the purpose of calculating the unutilized portion of the Commitments on
         the date of disbursement of any Loans hereunder.

Each Base Rate Borrowing under this Section shall be in an aggregate principal
amount of $1,000,000 or any larger integral multiple of $500,000 (except that
any such Base Rate Borrowing may be in the aggregate amount of the Unused
Commitments) and shall be made from the several Lenders ratably in proportion to
their respective Commitments. Each Fixed Rate Borrowing under this Section shall
be in an aggregate principal amount of $5,000,000 (or the Dollar Equivalent
thereof) or any larger integral multiple of $1,000,000 (or the Dollar Equivalent
thereof) (except that any such Fixed Rate Borrowing may be in the aggregate
amount of the Unused Commitments) and shall be made from the several Lenders
ratably in proportion to their respective Commitments. Within the foregoing
limits, the Borrower may borrow under this Section 2.01(a), repay or, to the
extent permitted by Section 2.10, prepay Syndicated Loans and reborrow under
this Section at any time before the Termination Date.

         (b) In addition to the foregoing, Wachovia shall from time to time,
upon the request of the Borrower, if the applicable conditions precedent in
Article III have been satisfied, make Swing Loans to the Borrower in an
aggregate principal amount at any time outstanding not



                                     - 19 -
<PAGE>   24

exceeding $15,000,000; provided that, immediately after such Swing Loan is made,
the conditions set forth in clauses (i) and (ii) of Section 2.01(a) shall have
been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in
an aggregate principal amount of $1,000,000 or any larger multiple of $500,000.
Within the foregoing limits, the Borrower may borrow under this Section 2.01(b),
repay, prepay and reborrow under this Section 2.01(b) at any time before the
Termination Date. All Swing Loans shall be made as Base Rate Loans. At any time,
upon the request of Wachovia, each Lender other than Wachovia shall, on the
third Domestic Business Day after such request is made, purchase a participating
interest in Swing Loans in an amount equal to its ratable share (based upon its
respective Commitment) of such Swing Loans. On such third Domestic Business Day,
each Lender will immediately transfer to Wachovia, in immediately available
funds, the amount of its participation. Whenever, at any time after Wachovia has
received from any such Lender its participating interest in a Swing Loan, the
Administrative Agent receives any payment on account thereof, the Administrative
Agent will distribute to such Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's participating interest was outstanding and
funded); provided, however, that in the event that such payment received by the
Administrative Agent is required to be returned, such Lender will return to the
Administrative Agent any portion thereof previously distributed by the
Administrative Agent to it. Each Lender's obligation to purchase such
participating interests shall be absolute and unconditional and shall not be
affected by any circumstance, including, without limitation: (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender or any other
Person may have against Wachovia or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or the termination of the
Commitments; (iii) any adverse change in the condition (financial or otherwise)
of the Borrower or any other Person; (iv) any breach of this Agreement by the
Borrower or any other Lender; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

         SECTION 2.02 METHOD OF BORROWING SYNDICATED LOANS AND SWING LOANS.

            (a) The Borrower shall give the Administrative Agent notice (a
"Notice of Borrowing"), which shall be substantially in the form of Exhibit D,
prior to (i) 11:00 A.M. (Atlanta, Georgia time) on the same Domestic Business
Day of each Base Rate Borrowing, and (ii) 11:00 A.M. (Atlanta, Georgia time) 3
Euro-Dollar Business Days before each Euro-Dollar Borrowing and 3 Foreign
Currency Business Days before each Foreign Currency Borrowing, specifying:

                  (i) the date of such Borrowing, which shall be a Domestic
         Business Day in the case of a Base Rate Borrowing, a Euro-Dollar
         Business Day in the case of a Euro-Dollar Borrowing or a Foreign
         Currency Business Day in the case of a Foreign Currency Borrowing,

                  (ii) the aggregate amount of such Borrowing,

                  (iii) whether the Syndicated Loans comprising such Borrowing
         are to be Base Rate Loans, Euro-Dollar Loans or Foreign Currency Loans,
         or stating that such Borrowing is to be a Swing Loan Borrowing,



                                     - 20 -

<PAGE>   25

                  (iv) in the case of a Fixed Rate Borrowing, the duration of
         the Interest Period applicable thereto, subject to the provisions of
         the definition of "Interest Period," and

                  (v) in the case of a Foreign Currency Borrowing, the Foreign
         Currency.

            (b) Upon receipt of a Notice of Borrowing, the Administrative Agent
shall promptly notify each Lender of the contents thereof and (unless such
Borrowing is a Swing Loan Borrowing) of such Lender's ratable share of such
Syndicated Borrowing and such Notice of Borrowing, once received by the
Administrative Agent, shall not thereafter be revocable by the Borrower.

            (c) Not later than 11:00 A.M. (Atlanta, Georgia time) on the date of
each Syndicated Borrowing (except for Base Rate Borrowings, in which case not
later than 2:00 P.M. (Atlanta, Georgia time, on the date of such Borrowing),
each Lender shall (except as provided in paragraph (d) of this Section) make
available its ratable share of such Syndicated Borrowing in Federal or other
funds immediately available in Atlanta, Georgia, to the Administrative Agent at
its address determined pursuant to Section 10.01, which funds shall be in
Dollars if such Borrowing is a Dollar Borrowing or in the applicable Foreign
Currency if such Borrowing is a Foreign Currency Borrowing. Unless the
Administrative Agent determines that any applicable condition specified in
Article III has not been satisfied, the Administrative Agent will make the funds
so received from the Lenders available to the Borrower on such date at the
Administrative Agent's aforesaid address. Unless the Administrative Agent
receives notice from a Lender, at the Administrative Agent's address referred to
in or specified pursuant to Section 10.01, no later than 4:00 P.M. (local time
at such address) on the Domestic Business Day before the date of a Syndicated
Borrowing (or, in the case of a Base Rate Borrowing, no later than 2:00 P.M.,
Atlanta, Georgia time on the date of such Base Rate Borrowing) stating that such
Lender will not make a Syndicated Loan in connection with such Syndicated
Borrowing, the Administrative Agent shall be entitled to assume that such Lender
will make a Syndicated Loan in connection with such Syndicated Borrowing and, in
reliance on such assumption, the Administrative Agent may (but shall not be
obligated to) make available such Lender's ratable share of such Syndicated
Borrowing to the Borrower for the account of such Lender. If the Administrative
Agent makes such Lender's ratable share available to the Borrower and such
Lender does not in fact make its ratable share of such Syndicated Borrowing
available on such date, the Administrative Agent shall be entitled to recover
such Lender's ratable share from such Lender or the Borrower (and for such
purpose shall be entitled to charge such amount to any account of the Borrower
maintained with the Administrative Agent), together with interest thereon for
each day during the period from the date of such Syndicated Borrowing until such
sum shall be paid in full at a rate per annum equal to (x) the Federal Funds
Rate from the date such payment is due until the 3rd Domestic Business Day
following such date, and (y) the Base Rate thereafter, provided that (i) any
such payment by the Borrower of such Lender's ratable share and interest thereon
shall be without prejudice to any rights that the Borrower may have against such
Lender and (ii) until such Lender has paid its ratable share of such Syndicated
Borrowing, together with interest pursuant to the foregoing, it will have no
interest in or rights with respect to such Syndicated Borrowing for any purpose
hereunder. If the Administrative Agent does not exercise its option to advance
funds for the account of such Lender, it shall forthwith notify the Borrower of
such


                                     - 21 -

<PAGE>   26

decision. Unless the Administrative Agent determines that any applicable
condition specified in Article III has not been satisfied, Wachovia will make
available to the Borrower at Wachovia's Lending Office the amount of any such
Borrowing which is a Swing Loan Borrowing on the date of such Swing Loan
Borrowing.

                  (d) Notwithstanding anything to the contrary contained in this
Agreement, no Fixed Rate Borrowing may be made if there shall have occurred a
Default, which Default shall not have been cured or waived.

                  (e) In the event that a Notice of Borrowing fails to specify
whether the Syndicated Loans comprising such Syndicated Borrowing are to be Base
Rate Loans, Euro-Dollar Loans or Foreign Currency Loans, such Syndicated Loans
shall be made as Base Rate Loans.

                  (f) Notwithstanding anything to the contrary contained herein,
there shall not be more than eight (8) different Interest Periods outstanding at
any given time (for which purpose Interest Periods for separate Borrowings shall
be deemed to be different Interest Periods even if they are coterminous).

         SECTION 2.03 CONTINUATION AND CONVERSION ELECTIONS. By delivering a
notice (a "Notice of Continuation or Conversion"), which shall be substantially
in the form of Exhibit E, to the Administrative Agent on or before 12:00 P.M.,
Atlanta, Georgia time, on a Domestic Business Day (or Euro-Dollar Business Day,
in the case of Euro-Dollar Loans outstanding, or a Foreign Currency Business Day
in the case of Foreign Currency Loans outstanding), the Borrower may from time
to time irrevocably elect, on the same Domestic Business Day, in the case of
Base Rate Loans (other than Swing Loans), or 3 Euro-Dollar Business Days before
the last day of the then current Interest Period with respect thereto, in the
case of Euro-Dollar Loans, or 3 Foreign Currency Business Days before the last
day of the then current Interest Period with respect thereto, in the case of
Foreign Currency Loans, that all, or any portion in an aggregate principal
amount of $1,000,000 or any larger integral multiple of $500,000 be, (i) in the
case of Base Rate Loans (other than Swing Loans), converted into Euro-Dollar
Loans, (ii) in the case of Euro-Dollar Loans, converted into Base Rate Loans or
continued as Euro-Dollar Loans, or (iii) in the case of Foreign Currency Loans,
continued as Foreign Currency Loans in the same Foreign Currency. In the absence
of delivery of a Notice of Continuation or Conversion (A) with respect to any
Euro-Dollar Loan at least 3 Euro-Dollar Business Days before the last day of the
then current Interest Period with respect thereto, such Euro-Dollar Loan shall,
on such last day, except to the extent repaid, automatically convert to a Base
Rate Loan or (B) with respect to any Foreign Currency Loan at least 3 Foreign
Currency Business Days before the last day of the then current Interest Period
with respect thereto, such Foreign Currency Loan shall, on such last day, except
to the extent repaid, automatically continue as a Foreign Currency Loan in the
same Foreign Currency with an Interest Period having a duration of one month);
provided, however, that (x) each such conversion or continuation shall be pro
rated among the applicable outstanding Loans of all Lenders that have made such
Loans, and (y) no portion of the outstanding principal amount of any Loans may
be continued as, or be converted into, any Fixed Rate Loan when any Default has
occurred and is continuing.


                                     - 22 -
<PAGE>   27

         SECTION 2.04 NOTES.

                  (a) Upon request of any Lender, made through the
Administrative Agent, Base Rate Loans and Euro-Dollar Loans of such Lender may
be evidenced by a single Dollar Note and Foreign Currency Loans of such Lender
may be evidenced by a single Foreign Currency Note payable to the order of such
Lender for the account of its Lending Office. Upon request of Wachovia, the
Swing Loans may be evidenced by a single Swing Loan Note payable to the order of
Wachovia.

                  (b) Upon receipt of any Lender's Notes pursuant to Section
3.01, the Administrative Agent shall deliver such Notes to such Lender. Each
Lender shall record, and prior to any transfer of its Notes shall endorse on the
schedules forming a part thereof appropriate notations to evidence, the date,
amount and maturity of, and effective interest rate for, each Loan made by it,
the date and amount of each payment of principal made by the Borrower with
respect thereto, and such schedules of each such Lender's Notes shall constitute
rebuttable presumptive evidence of the respective principal amounts owing and
unpaid on such Lender's Notes; provided that the failure of any Lender to make,
or any error in making, any such recordation or endorsement shall not affect the
obligation of the Borrower hereunder or under the Notes or the ability of any
Lender to assign its Notes. Each Lender is hereby irrevocably authorized by the
Borrower so to endorse its Notes and to attach to and make a part of any Note a
continuation of any such schedule as and when required.

         SECTION 2.05 MATURITY OF LOANS. Each Loan shall mature, and the
principal amount thereof shall be due and payable, on the Termination Date.

         SECTION 2.06 INTEREST RATES.

                  (a) "Applicable Margin" means:

                           (i) for the period commencing on the Closing Date to
         and including the first Performance Pricing Determination Date, (x) for
         any Base Rate Loan, 0%, and (y) for any Fixed Rate Loan, 0.925%; and

                           (ii) from and after the first Performance Pricing
         Determination Date, (x) for any Base Rate Loan, 0% and (y) for each
         Fixed Rate Loan, the percentage determined on each Performance Pricing
         Determination Date by reference to the table set forth below as to such
         type of Loan and the Leverage Ratio for the quarterly or annual period
         ending immediately prior to such Performance Pricing Determination
         Date.

<TABLE>
<S>                            <C>              <C>              <C>              <C>              <C>
------------------------------ ---------------- ---------------- ---------------- ---------------- -----------------
  LEVERAGE RATIO                     < 30%           30% and          40% and          50% and            55%
  --------------

                                                     < 40%            < 50%            < 55%
------------------------------ ---------------- ---------------- ---------------- ---------------- -----------------
  APPLICABLE MARGIN                 0.600%          0.825%           0.925%           1.075%            1.250%
  -----------------
------------------------------ ---------------- ---------------- ---------------- ---------------- -----------------
</TABLE>

                                     - 23 -

<PAGE>   28

         In determining interest for purposes of this Section 2.06 and fees for
purposes of Section 2.07(a), the Borrower and the Lenders shall refer to the
Borrower's most recent consolidated quarterly or annual (as the case may be)
financial statements delivered pursuant to Section 5.01(a) or (b), as the case
may be. If such financial statements require a change in interest pursuant to
this Section 2.06 or fees pursuant to Section 2.07(a), the Borrower shall
deliver to the Administrative Agent, along with such financial statements, a
notice to that effect, which notice shall set forth in reasonable detail the
calculations supporting the required change. The "Performance Pricing
Determination Date" is the date which is (a) 50 days after the end of each of
the first 3 Fiscal Quarters of each Fiscal Year and (b) 100 days after the end
of the 4th Fiscal Quarter of each Fiscal Year. Any such required change in
interest and fees shall become effective on such Performance Pricing
Determination Date, and shall be in effect until the next Performance Pricing
Determination Date, provided that: (i) for Fixed Rate Loans, changes in interest
shall only be effective for Interest Periods commencing on or after the
Performance Pricing Determination Date; and (ii) no fees or interest shall be
decreased pursuant to this Section 2.06 or Section 2.07(a) if an Event of
Default is in existence on the Performance Pricing Determination Date.

                  (b) Each Base Rate Loan shall bear interest on the outstanding
principal amount thereof, for each day from the date such Loan is made until it
becomes due, at a rate per annum equal to the Base Rate for such day plus the
Applicable Margin. Such interest shall be payable on each Quarterly Payment Date
while such Base Rate Loan is outstanding and on the date such Base Rate Loan is
converted to a Euro-Dollar Loan. Any overdue principal of and, to the extent
permitted by applicable law, overdue interest on any Base Rate Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum equal
to the Default Rate.

                  (c) Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin plus the
applicable Adjusted London Interbank Offered Rate for such Interest Period. Such
interest shall be payable for each Interest Period on the last day thereof and,
if such Interest Period is longer than 3 months, at intervals of 3 months after
the first day thereof. Any overdue principal of and, to the extent permitted by
law, overdue interest on any Euro-Dollar Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the Default Rate.

         The "Adjusted London Interbank Offered Rate" applicable to any Interest
Period means a rate per annum equal to the quotient obtained (rounded upwards,
if necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable
London Interbank Offered Rate for such Interest Period by (ii) 1.00 minus the
Euro-Dollar Reserve Percentage.

         The "London Interbank Offered Rate" applicable to any Euro-Dollar Loan
means for the Interest Period of such Euro-Dollar Loan, the rate per annum
determined on the basis of the offered rate for deposits in Dollars of amounts
equal or comparable to the principal amount of the Euro-Dollar Loan to be made
by Wachovia (or, in the event that Wachovia is no longer the Administrative
Agent, the successor Administrative Agent) as part of the same Euro-Dollar
Borrowing, offered for a term comparable to such Interest Period, which rates
appear on Telerate Page 3750 effective as of 11:00 A.M., London time, 2
Euro-Dollar Business Days prior to the

                                     - 24 -

<PAGE>   29


first day of such Interest Period, provided that if no such offered rates appear
on such page, the "London Interbank Offered Rate" for such Interest Period will
be the arithmetic average (rounded upward, if necessary, to the next higher
1/100th of 1%) of rates quoted by not less than 2 major lenders in New York
City, selected by the Administrative Agent, at approximately 10:00 A.M., New
York City time, 2 Euro-Dollar Business Days prior to the first day of such
Interest Period, for deposits in Dollars offered by leading European banks for a
period comparable to such Interest Period in an amount comparable to the
principal amount of such Euro-Dollar Loan of Wachovia (or, in the event that
Wachovia is no longer the Administrative Agent, the successor Administrative
Agent).

         "Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member lender of the Federal
Reserve System in respect of "Eurocurrency liabilities" (or in respect of any
other category of liabilities which includes deposits by reference to which the
interest rate on Euro-Dollar Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United States office of
any Lender to United States residents). The Adjusted London Interbank Offered
Rate shall be adjusted automatically on and as of the effective date of any
change in the Euro-Dollar Reserve Percentage.

                  (d) Each Foreign Currency Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin plus the
applicable Adjusted IBOR Rate for such Interest Period. Such interest shall be
payable for each Interest Period on the last day thereof and, if such Interest
Period is longer than 3 months, at intervals of 3 months after the first day
thereof. Any overdue principal of and, to the extent permitted by law, overdue
interest on any Foreign Currency Loan shall bear interest, payable on demand,
for each day until paid at a rate per annum equal to the Default Rate.

         "Adjusted IBOR Rate" means, with respect to each Interest Period for a
Foreign Currency Loan, the sum of (i) the rate obtained by dividing (A) IBOR for
such Interest Period by (B) a percentage equal to 1 minus the then stated
maximum rate (stated as a decimal) of all reserve requirements in respect of any
category of liabilities by reference to which the interest rate on such Foreign
Currency Loan is determined (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) applicable to any member
bank of the Federal Reserve System as defined in Regulation D (or against any
successor category of liabilities as defined in Regulation D), plus (ii) without
duplication of (i), if the relevant Foreign Currency Loan is denominated in
British pounds sterling, a percentage sufficient to compensate the Lenders for
the cost of complying with any reserves, liquidity and/or special deposit
requirements of the Bank of England directly or indirectly affecting the
maintenance or funding of such Foreign Currency Loan.

         "IBOR" means, for any Interest Period, with respect to Foreign Currency
Loans, the offered rate for deposits in the applicable Foreign Currency, for a
period comparable to the Interest Period and in an amount comparable to the
amount of the Foreign Currency Loan to be made by Wachovia (or, in the event
that Wachovia is no longer the Administrative Agent, the successor
Administrative Agent) as part of the same Foreign Currency Borrowing, appearing
on



                                     - 25 -

<PAGE>   30


the applicable Telerate Page as of 11:00 a.m. (London, England time) on the day
that is two Foreign Currency Business Days prior to the first day of the
Interest Period. If the foregoing rate is unavailable from Telerate for any
reason, then such rate shall be determined by the Administrative Agent from any
other interest rate reporting service of recognized standing designated in
writing by the Administrative Agent to the Borrower.

                  (e) The Administrative Agent shall determine each interest
rate applicable to the Loans hereunder. The Administrative Agent shall give
prompt notice to the Borrower and the Lenders by telecopier of each rate of
interest so determined, and its determination thereof shall be rebuttable
presumptive evidence of the rate so determined.

                  (f) After the occurrence and during the continuance of an
Event of Default, the principal amount of the Loans (and, to the extent
permitted by applicable law, all accrued interest thereon) may, at the election
of the Required Lenders, bear interest at the Default Rate.

         SECTION 2.07      FEES.

                  (a) The Borrower shall pay to the Administrative Agent, for
the ratable account of each Lender, a facility fee, calculated in the manner
provided in the last paragraph of Section 2.06(a)(ii), on the aggregate amount
of such Lender's Commitment (without taking into account the amount of the
outstanding Loans made by such Lender), at a rate per annum equal to: (i) for
the period commencing on the Closing Date to and including the first Performance
Pricing Determination Date, 0.200%; and (ii) from and after the first
Performance Pricing Determination Date, the percentage determined on each
Performance Pricing Determination Date by reference to the table set forth below
and the Leverage Ratio for the quarterly or annual period ending immediately
prior to such Performance Pricing Determination Date:


<TABLE>
<S>                        <C>              <C>               <C>                <C>               <C>
-------------------------- ---------------- ----------------- ------------------ ----------------- -----------------
  LEVERAGE RATIO                 < 30%           30% and            40% and           50% and             55%
  --------------

                                                 < 40%              < 50%             < 55%
-------------------------- ---------------- ----------------- ------------------ ----------------- -----------------
  FACILITY FEE             0.150%           0.175%            0.200%             0.300%            0.500%
  ------------
-------------------------- ---------------- ----------------- ------------------ ----------------- -----------------
</TABLE>


         Such facility fees shall accrue from and including the Closing Date to
but excluding the Termination Date and shall be payable on each Quarterly
Payment Date and on the Termination Date.

                  (b) The Borrower shall pay to the Administrative Agent, for
the ratable account of each Lender on the Closing Date, an upfront fee equal to
the amount as agreed to among the Borrower, the Administrative Agent and such
Lender. Such fee shall be fully earned when paid and shall be nonrefundable for
any reason whatsoever.

                  (c) The Borrower shall pay to the Administrative Agent, for
the account and sole benefit of the Administrative Agent, such fees and other
amounts at such times as set forth in the Arranger's Letter Agreement.

                                     - 26 -

<PAGE>   31


         SECTION 2.08 OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS. The
Borrower may, upon at least 3 Domestic Business Days' notice to the
Administrative Agent, terminate at any time, or proportionately reduce the
Unused Commitments from time to time by an aggregate amount of at least
$5,000,000 or any larger integral multiple of $1,000,000. If the Commitments are
terminated in their entirety, all accrued fees (as provided under Section 2.07)
shall be due and payable on the effective date of such termination.

         SECTION 2.09 MANDATORY TERMINATION OF COMMITMENTS. The Commitments
shall terminate on the Termination Date and any Loans then outstanding (together
with accrued interest thereon) shall be due and payable on such date.

         SECTION 2.10 OPTIONAL PREPAYMENTS.

                  (a) The Borrower may, upon at least 1 Domestic Business Days'
notice to the Administrative Agent, prepay any Base Rate Borrowing in whole at
any time, or from time to time in part in amounts aggregating at least
$1,000,000 or additional increments of $500,000, by paying the principal amount
to be prepaid together with accrued interest thereon to the date of prepayment.
Each such optional prepayment shall be applied to prepay ratably the Base Rate
Loans of the several Lenders or of Wachovia, in the case of Swing Loans,
included in such Base Rate Borrowing.

                  (b) Subject to any payments required pursuant to the terms of
Article IX for any Fixed Rate Loan constituting a part of such Borrowing, upon 3
Domestic Business Day's prior written notice to the Administrative Agent, the
Borrower may prepay in minimum amounts of (or, in the case of a Foreign Currency
Borrowing, the Dollar Equivalent amount of) $5,000,000 with additional
increments of (or, in the case of a Foreign Currency Borrowing, the Dollar
Equivalent amount of) $1,000,000 (or any lesser amount equal to the outstanding
balance of such Fixed Rate Borrowing) all or any portion of the principal amount
of any Fixed Rate Borrowing prior to the maturity thereof. Each such optional
prepayment shall be applied to prepay ratably the Fixed Rate Loans of the
several Lenders included in such Fixed Rate Borrowing.

                  (c) Upon receipt of a notice of prepayment pursuant to this
Section 2.10, the Administrative Agent shall promptly notify each Lender of the
contents thereof and of such Lender's ratable share of such prepayment and such
notice, once received by the Administrative Agent, shall not thereafter be
revocable by the Borrower.

         SECTION 2.11 MANDATORY PREPAYMENTS.

                  (a) If at any time the conditions set forth in clauses (i) or
(ii) of Section 2.01(a) are not satisfied (including, without limitation, by
reason of the reduction of the Commitments pursuant to Section 2.08), the
Borrower shall repay or prepay such principal amount of the outstanding Loans,
if any (together with interest accrued thereon and any amount due under Section
9.05(a)), to the extent necessary so that after such payment the aggregate
unpaid principal amount of the Loans does not exceed the aggregate amount of the
Commitments as then reduced. Each such payment or prepayment shall be applied
first to any Swing Loans outstanding, and then ratably to the Loans of the
Lenders outstanding on the date of payment or


                                     - 27 -

<PAGE>   32


prepayment in the following order of priority: (i) first, to Base Rate Loans;
(ii) secondly, to Euro-Dollar Loans; and (iii) lastly, to Foreign Currency
Loans.

                  (b) If the Administrative Agent determines at any time (either
on its own initiative or at the instance of the Required Lenders) that the
aggregate principal amount of the Foreign Currency Loans outstanding (after
converting each such Foreign Currency Loan to its Dollar Equivalent on the date
of calculation) at any time exceeds the aggregate Commitments less the
outstanding aggregate amount of all Dollar Loans, then upon 5 Foreign Currency
Business Days' written notice from the Administrative Agent, the Borrower shall
prepay an aggregate principal amount of Loans sufficient to bring the aggregate
of the Dollar Equivalent of the Foreign Currency Loans and the Dollar Loans
outstanding to an amount not exceeding the aggregate Commitments. Nothing in the
foregoing shall require the Administrative Agent to make any such calculation
unless expressly requested to do so by the Required Lenders.

         SECTION 2.12 GENERAL PROVISIONS AS TO PAYMENTS.

                  (a) The Borrower shall make each payment of principal of, and
interest on, the Loans and of fees hereunder, without any setoff, counterclaim
or any deduction whatsoever, not later than 11:00 A.M. (Atlanta, Georgia time)
on the date when due, in Federal or other funds immediately available in
Atlanta, Georgia, to the Administrative Agent at its address referred to in
Section 10.01. The Administrative Agent will promptly distribute to Wachovia
each such payment received on account of the Swing Loans and to each Lender its
ratable share of each such payment received by the Administrative Agent for the
account of the Lenders.

                  (b) Whenever any payment of principal of, or interest on, the
Base Rate Loans or of fees hereunder shall be due on a day which is not a
Domestic Business Day, the date for payment thereof shall be extended to the
next succeeding Domestic Business Day. Whenever any payment of principal of or
interest on Euro-Dollar Loans or Foreign Currency Loans shall be due on a day
which is not a Euro-Dollar Business Day or Foreign Currency Business Day, as the
case may be, the date for payment thereof shall be extended to the next
succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as the
case may be, unless such Euro-Dollar Business Day or Foreign Currency Business
Day, as the case may be, falls in another calendar month, in which case the date
for payment thereof shall be the next preceding Euro-Dollar Business Day or
Foreign Currency Business Day, as the case may be.

                  (c) All payments of principal, interest and fees and all other
amounts to be made by the Borrower pursuant to this Agreement with respect to
any Loan or fee relating thereto shall be paid without deduction for, and free
from, any tax, imposts, levies, duties, deductions, or withholdings of any
nature now or at anytime hereafter imposed by any governmental authority or by
any taxing authority thereof or therein excluding in the case of each Lender,
taxes imposed on or measured by its net income, and franchise taxes imposed on
it, by the jurisdiction under the laws of which such Lender is organized or any
political subdivision thereof and, in the case of each Lender, taxes imposed on
its income, and franchise taxes imposed on it, by the jurisdiction of such
Lender's applicable Lending Office or any political subdivision thereof (all
such non-excluded taxes, imposts, levies, duties, deductions or withholdings of
any nature being "Taxes"). In the event that the Borrower is required by
applicable law to make any such withholding or deduction of Taxes with respect
to any Loan or


                                     - 28 -

<PAGE>   33


fee or other amount, the Borrower shall pay such deduction or withholding to the
applicable taxing authority, shall promptly furnish to any Lender in respect of
which such deduction or withholding is made all receipts and other documents
evidencing such payment and shall pay to such Lender additional amounts as may
be necessary in order that the amount received by such Lender after the required
withholding or other payment shall equal the amount such Lender would have
received had no such withholding or other payment been made. If no withholding
or deduction of Taxes are payable in respect to any Loan or fee relating
thereto, the Borrower shall furnish any Lender, at such Lender's request, a
certificate from each applicable taxing authority or an opinion of counsel
acceptable to such Lender, in either case stating that such payments are exempt
from or not subject to withholding or deduction of Taxes. If the Borrower fails
to provide such original or certified copy of a receipt evidencing payment of
Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby
agrees to compensate such Lender for, and indemnify it with respect to, the tax
consequences of the Borrower's failure to provide evidence of tax payments or
tax exemption.

         Each Lender which is not organized under the laws of the United States
or any state thereof agrees, as soon as practicable after receipt by it of a
request by the Borrower to do so, to file all appropriate forms and take other
appropriate action to obtain a certificate or other appropriate document from
the appropriate governmental authority in the jurisdiction imposing the relevant
Taxes, establishing that it is entitled to receive payments of principal and
interest under this Agreement and the Notes without deduction and free from
withholding of any Taxes imposed by such jurisdiction; provided that if it is
unable, for any reason, to establish such exemption, or to file such forms and,
in any event, during such period of time as such request for exemption is
pending, the Borrower shall nonetheless remain obligated under the terms of the
immediately preceding paragraph.

         In the event any Lender receives a refund of any Taxes paid by the
Borrower pursuant to this Section 2.12(c), it will pay to the Borrower the
amount of such refund promptly upon receipt thereof; provided that if at any
time thereafter it is required to return such refund, the Borrower shall
promptly repay to it the amount of such refund.

         Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower and the
Lenders contained in this Section 2.12(c) shall be applicable with respect to
any Participant, Assignee or other Transferee, and any calculations required by
such provisions (i) shall be made based upon the circumstances of such
Participant, Assignee or other Transferee, and (ii) constitute a continuing
agreement and shall survive the termination of this Agreement and the payment in
full or cancellation of the Notes.

                  (d) Unless the Administrative 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
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative 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
Administrative Agent on such date, each Lender shall repay to the Administrative
Agent forthwith on demand such amount distributed to such Lender, together with
interest thereon, for each day from the date


                                     - 29 -

<PAGE>   34


such amount is distributed to such Lender until the date such Lender repays such
amount to the Administrative Agent, at the Federal Funds Rate for the first
three (3) Domestic Business Days after the date such payment is due and at the
Base Rate thereafter.

         SECTION 2.13 COMPUTATION OF INTEREST AND FEES.

         Interest on Base Rate Loans based on the Prime Rate and on Foreign
Currency Loans denominated in British pounds sterling or in any other Foreign
Currency in which the day count convention for the calculation of interest due
is based on a 365 or 366 day year, as applicable, shall be computed on the basis
of a year of 365 or 366 days, as applicable, and paid for the actual number of
days elapsed (including the first day but excluding the last day). Interest on
Base Rate Loans based on the Federal Funds Rate and interest on Fixed Rate Loans
(other than Foreign Currency Loans subject to the first sentence of this
Section) shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed, calculated as to each Interest Period from and
including the first day thereof to but excluding the last day thereof. Facility
fees and any other fees payable hereunder shall be computed on the basis of a
year of 360 days and paid for the actual number of days elapsed (including the
first day but excluding the last day).

                                  ARTICLE III.

                            CONDITIONS TO BORROWINGS

         SECTION 3.01 CONDITIONS TO FIRST BORROWING.

         The obligation of each Lender to make a Loan on the occasion of the
first Borrowing is subject to the satisfaction of the conditions set forth in
Section 3.02 and receipt by the Administrative Agent of the following (as to the
documents described in paragraphs (a), (c) and (d) below, in sufficient number
of counterparts for delivery of a counterpart to each Lender and retention of
one counterpart by the Administrative Agent):

                  (a) from each of the parties hereto or thereto of either (i) a
duly executed counterpart of this Agreement and each other Loan Document signed
by such party or (ii) a facsimile transmission of such executed counterpart
(with the original to be sent to the Administrative Agent by overnight courier);

                  (b) duly executed Syndicated Loan Notes for the account of
each Lender, if such Lender has requested the delivery of such Notes pursuant to
Section 2.04 and a duly executed Swing Loan Note for the account of Wachovia if
so requested pursuant to Section 2.04;

                  (c) an opinion letter of Kevin L. Bloomfield, Vice President,
Secretary and General Counsel of the Borrower and the Guarantors, dated as of
the Closing Date, substantially in the form of Exhibit B and covering such
additional matters relating to the transactions contemplated hereby as the
Administrative Agent or any Lender may reasonably request;

                  (d) an opinion of Womble Carlyle Sandridge & Rice, PLLC,
special counsel for the Administrative Agent, dated as of the Closing Date,
substantially in the form of Exhibit C and covering such additional matters
relating to the transactions contemplated hereby as the Administrative Agent may
reasonably request;


                                     - 30 -

<PAGE>   35

                  (e) a certificate (the "Closing Certificate") substantially in
the form of Exhibit G), dated as of the Closing Date, signed by a principal
financial officer of the Borrower, to the effect that (i) no Default has
occurred and is continuing on the date of the first Borrowing and (ii) the
representations and warranties of the Borrower contained in Article IV are true
on and as of the date of the first Borrowing hereunder;

                  (f) all documents which the Administrative Agent or any Lender
may reasonably request relating to the existence of the Borrower, the corporate
authority for and the validity of this Agreement and the Notes, and any other
matters relevant hereto, all in form and substance satisfactory to the
Administrative Agent, including, without limitation, a certificate of the
Borrower substantially in the form of Exhibit J (the "Officer's Certificate"),
signed by the Secretary or an Assistant Secretary of the Borrower, certifying as
to the names, true signatures and incumbency of the officer or officers of the
Borrower authorized to execute and deliver the Loan Documents, and certified
copies of the following items: (i) the Borrower's Certificate of Incorporation,
(ii) the Borrower's Bylaws, (iii) a certificate of the Secretary of State of the
State of Delaware as to the good standing of the Borrower as a Delaware
corporation, and (iv) the action taken by the Board of Directors of the Borrower
authorizing the Borrower's execution, delivery and performance of this Agreement
and the other Loan Documents to which the Borrower is a party;

                  (g) all documents which the Administrative Agent or any Lender
may reasonably request relating to the existence of each Guarantor, the
corporate authority for and the validity of the Guaranty and each other Loan
Document to which such Guarantor is a party, and any other matters relevant
hereto, all in form and substance satisfactory to the Administrative Agent,
including, without limitation, a certificate of such Guarantor substantially in
the form of Exhibit K (the "Officer's Certificate of Guarantor"), signed by the
Secretary or an Assistant Secretary of such Guarantor, certifying as to the
names, true signatures and incumbency of the officer or officers of such
Guarantor authorized to execute and deliver the Guaranty and the other Loan
Documents to which such Guarantor is a party, and certified copies of the
following items: (i) such Guarantor's Certificate of Incorporation, (ii) such
Guarantor's Bylaws, (iii) a certificate of the Secretary of State for the state
of incorporation of such Guarantor as to the good standing of such Guarantor,
and (iv) the action taken by the Board of Directors of such Guarantor
authorizing such Guarantor's execution, delivery and performance of the Guaranty
and the other Loan Documents to which such Guarantor is a party;

                  (h) a Notice of Borrowing;

                  (i) evidence satisfactory to the Administrative Agent that the
Existing Credit Agreement has been terminated and all Debt outstanding
thereunder has been repaid in full (or immediately will be repaid in full with
the proceeds of the first Borrowing hereunder); and

                  (j) fees payable to the Lenders in accordance with Section
2.07(b).

         In addition, if the Borrower desires funding of a Fixed Rate Loan on
the Closing Date, the Administrative Agent shall have received, the requisite
number of days prior to the Closing Date, a funding indemnification letter
satisfactory to it, pursuant to which (i) the Administrative Agent and the
Borrower shall have agreed upon the interest rate, amount of Borrowing and


                                     - 31 -

<PAGE>   36


Interest Period for such Fixed Rate Loan, and (ii) the Borrower shall indemnify
the Lenders from any loss or expense arising from the failure to close on the
anticipated Closing Date identified in such letter or the failure to borrow such
Fixed Rate Loan on such date (other than any such failure caused by a failure by
the Lenders to fund such Fixed Rate Loan in violation of this Agreement).

         SECTION 3.02 CONDITIONS TO ALL BORROWINGS.

         The obligation of each Lender to make a Syndicated Loan on the occasion
of each Borrowing or of Wachovia to make a Swing Loan is subject to the
satisfaction of the following conditions:

                  (a) receipt by the Administrative Agent of a Notice of
Borrowing;

                  (b) the fact that, immediately before and after such
Borrowing, no Default shall have occurred and be continuing;

                  (c) the fact that the representations and warranties of the
Borrower contained in Article IV of this Agreement shall be true on and as of
the date of such Borrowing (except to the extent any such representation or
warranty is expressly made as of a prior date); and

                  (d) the fact that, immediately after such Borrowing, the
conditions set forth in clauses (i) and (ii) of Section 2.01(a) shall have been
satisfied.

         Each Borrowing and each Notice of Continuation or Conversion hereunder
shall be deemed to be a representation and warranty by the Borrower on the date
of such Borrowing, continuation or conversion (as the case may be) as to the
truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this
Section; provided, that (i) if such Notice of Continuation or Conversion is to a
Fixed Rate Loan, such Notice of Continuation or Conversion shall be deemed to be
such a representation and warranty by the Borrower only as to the matters set
forth in paragraphs (b) and (d) above, and (ii) if such Notice of Continuation
or Conversion is to a Base Rate Loan, such Notice of Continuation or Conversion
shall be deemed to be a representation and warranty by the Borrower only as to
the matters set forth in paragraph (d) above.

         SECTION 3.03 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 Administrative Agent responsible for the transactions contemplated by
this Agreement shall have received notice from such Lender prior to the Closing
Date, specifying its objection thereto.


                                     - 32 -

<PAGE>   37

                                  ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
each Lender that:

         SECTION 4.01 CORPORATE EXISTENCE AND POWER. The Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation. Except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect,
the Borrower is duly qualified to transact business in every jurisdiction where,
by the nature of its business, such qualification is necessary. Except where the
failure to have such could not reasonably be expected to have a Material Adverse
Effect, the Borrower has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

         SECTION 4.02 CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
CONTRAVENTION. The execution, delivery and performance by the Borrower of this
Agreement, the Notes and the other Loan Documents to which the Borrower is a
party (i) are within the Borrower's corporate powers, (ii) have been duly
authorized by all necessary corporate action, (iii) require no action by or in
respect of or filing with, any governmental body, agency or official, except for
periodic filings under the Securities Exchange Act of 1934, (iv) do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of the Borrower or
(unless any such contravention or default would not reasonably be expected to
have a Material Adverse Effect) of any agreement, judgment, injunction, order,
decree or other instrument binding upon the Borrower or any of its Subsidiaries,
and (v) except for Liens permitted by Section 6.08, do not result in the
creation or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries.

         SECTION 4.03 BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of the Borrower enforceable in accordance with its terms, and
the Notes and the other Loan Documents to which the Borrower is a party, when
executed and delivered in accordance with this Agreement, will constitute valid
and binding obligations of the Borrower enforceable in accordance with their
respective terms, provided that the enforceability hereof and thereof is subject
in each case to general principles of equity and to bankruptcy, insolvency and
similar laws affecting the enforcement of creditors' rights generally.

         SECTION 4.04 FINANCIAL INFORMATION.

                  (a) The consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of December 31, 2000, and the related consolidated
statements of income, shareholders' equity and cash flows for the Fiscal Year
then ended, reported on by Ernst & Young LLP, copies of which have been
delivered to each of the Lenders, and the unaudited consolidated financial
statements of the Borrower for the interim period ended March 31, 2001, copies
of which have been delivered to each of the Lenders, fairly present in all
material respects, in conformity with GAAP (except, with respect to the
unaudited statements for the interim period, for the absence of footnotes and
normal year-end adjustments), the consolidated


                                     - 33 -

<PAGE>   38




financial position of the Borrower and its Consolidated Subsidiaries as of such
dates and their consolidated results of operations and cash flows for such
periods stated.

                  (b) Since December 31, 2000, there has been no event, act,
condition or occurrence having, or which could reasonably be expected to have,
alone or in the aggregate, a Material Adverse Effect.

         SECTION 4.05 NO LITIGATION. Except as described on Schedule 4.05
hereto, there is no action, suit or proceeding pending, or to the knowledge of
the Borrower threatened, against or affecting the Borrower or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency or
official which, alone or in the aggregate, could reasonably be expected to have
a Material Adverse Effect.

         SECTION 4.06 COMPLIANCE WITH ERISA.

                  (a) The Borrower and each member of the Controlled Group have
fulfilled their obligations under the minimum funding standards of ERISA and the
Code with respect to each Plan and are in compliance in all material respects
with the presently applicable provisions of ERISA and the Code, and have not
incurred any liability to the PBGC or a Plan under Title IV of ERISA that has
not been appropriately accrued for.

                  (b) Except as set forth on Schedule 4.06, neither the Borrower
nor any member of the Controlled Group is or within the preceding 5 years has
been obligated to contribute to any Multiemployer Plan.

         SECTION 4.07 COMPLIANCE WITH LAWS; PAYMENT OF TAXES. The Borrower and
its Subsidiaries are in compliance with all applicable laws, regulations and
similar requirements of governmental authorities, except where such compliance
is being contested in good faith through appropriate proceedings or where
non-compliance, alone or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect. There have been filed on behalf of the Borrower
and its Subsidiaries all Federal, state, local and foreign income, excise,
property and other tax returns which are required to be filed by them and all
taxes due pursuant to such returns or pursuant to any assessment received by or
on behalf of the Borrower or any Subsidiary have been paid. The charges,
accruals and reserves on the books of the Borrower and its Subsidiaries in
respect of taxes or other governmental charges are, in the opinion of the
Borrower, adequate. The Borrower has not given or been requested to give a
waiver currently in effect of the statute of limitation relating to the payment
of Federal, state, local or foreign taxes.

         SECTION 4.08 SUBSIDIARIES. Each of the Borrower's Subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation. Except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect,
each such Subsidiary is duly qualified to transact business in every
jurisdiction where, by the nature of its business, such qualification is
necessary. Except where the failure to have such could not reasonably be
expected to have a Material Adverse Effect, each such Subsidiary has all
corporate powers and all governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted. As of the Closing
Date, the Borrower has no Subsidiaries except for those Subsidiaries listed on


                                     - 34 -

<PAGE>   39


Schedule 4.08, which accurately sets forth each such Subsidiary's complete name
and jurisdiction of incorporation. Those Subsidiaries listed on Schedule 1.01A
hereto are all of the Significant Domestic Subsidiaries of the Borrower as of
the Closing Date. Those Subsidiaries listed on Schedule 1.01B hereto are all of
the Significant Foreign Subsidiaries of the Borrower as of the Closing Date.

         SECTION 4.09 INVESTMENT COMPANY ACT. Neither the Borrower nor any of
its Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

         SECTION 4.10 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower
nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of
a "holding company", or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company", as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.

         SECTION 4.11 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its
Consolidated Subsidiaries has title to its material properties sufficient for
the conduct of its business, and none of such property is subject to any Lien
except as permitted in Section 6.08.

         SECTION 4.12 NO DEFAULT. No Default or Event of Default has occurred
and is continuing.

         SECTION 4.13 FULL DISCLOSURE. All information heretofore furnished by
the Borrower to the Administrative Agent or any Lender for purposes of or in
connection with this Agreement or any transaction contemplated hereby is, and
all such information hereafter furnished by the Borrower to the Administrative
Agent or any Lender will be, true, accurate and complete in every material
respect or based on reasonable estimates on the date as of which such
information is stated or certified. The Borrower has disclosed to the Lenders in
writing any and all facts which, alone or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

         SECTION 4.14 ENVIRONMENTAL MATTERS. Except as could not reasonably be
expected to have a Material Adverse Effect:

                  (a) Neither the Borrower nor any Subsidiary is subject to any
Environmental Liability and, except as disclosed in Schedule 4.14A, neither the
Borrower nor any Subsidiary has been designated as a potentially responsible
party under CERCLA or under any state statute similar to CERCLA. Except as
disclosed in Schedule 4.14B, none of the Properties has been identified on any
current or proposed (i) National Priorities List under 40 C.F.R. ss. 300, (ii)
CERCLIS list or (iii) any list arising from a state statute similar to CERCLA.

                  (b) No Hazardous Materials have been or are being used,
produced, manufactured, processed, treated, recycled, generated, stored,
disposed of, managed or otherwise handled at, or shipped or transported to or
from the Properties or are otherwise present at, on, in or under the Properties,
except for Hazardous Materials used, produced, manufactured,

                                     - 35 -

<PAGE>   40


processed, treated, recycled, generated, stored, disposed of, managed, or
otherwise handled in compliance with all applicable Environmental Requirements.

                  (c) The Borrower, and each of its Subsidiaries and Affiliates,
has procured all Environmental Authorizations necessary for the conduct of its
business, and is in compliance with all Environmental Requirements in connection
with the operation of the Properties and the Borrower's, and each of its
Subsidiaries' and Affiliates', respective businesses.

         SECTION 4.15 CAPITAL STOCK. All Capital Stock, debentures, bonds, notes
and all other securities of the Borrower and its Subsidiaries presently issued
and outstanding are validly and properly issued in accordance with all
applicable laws, including, but not limited to, the "Blue Sky" laws of all
applicable states and the federal securities laws. The issued shares of Capital
Stock of the Borrower's Wholly Owned Subsidiaries are owned by the Borrower free
and clear of any Lien or adverse claim, except as permitted by Section 6.08. At
least a majority of the issued shares of capital stock of each of the Borrower's
other Subsidiaries (other than Wholly Owned Subsidiaries) is owned by the
Borrower free and clear of any Lien or adverse claim, except as permitted by
Section 6.08.

         SECTION 4.16 MARGIN STOCK. Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of purchasing or carrying any Margin Stock, and no part of the
proceeds of any Loan will be used to purchase or carry any Margin Stock in
violation of the provisions of Regulation T, U or X or to extend credit to
others for the purpose of purchasing or carrying any Margin Stock in violation
of the provisions of Regulation T, U or X, or be used for any purpose which
violates, or which is inconsistent with, the provisions of Regulation T, U or X.

         SECTION 4.17 INSOLVENCY. After giving effect to the execution and
delivery of the Loan Documents and the making of the Loans under this Agreement:
(i) the Borrower will not (x) be "insolvent," within the meaning of such term as
used in Official Code of Georgia Annotated ss. 18-2-22 or as defined in ss. 101
of the "Bankruptcy Code", or Section 2 of either the "UFTA" or the "UFCA", or as
defined or used in any "Other Applicable Law" (as those terms are defined
below), or (y) be unable to pay its debts generally as such debts become due
within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA
or Section 6 of the UFCA, or (z) have an unreasonably small capital to engage in
any business or transaction, whether current or contemplated, within the meaning
of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the
UFCA; and (ii) the obligations of the Borrower under the Loan Documents and with
respect to the Loans will not be rendered avoidable under any Other Applicable
Law. For purposes of this Section 4.17, "Bankruptcy Code" means Title 11 of the
United States Code, "UFTA" means the Uniform Fraudulent Transfer Act, "UFCA"
means the Uniform Fraudulent Conveyance Act, and "Other Applicable Law" means
any other applicable law pertaining to fraudulent transfers or acts voidable by
creditors, in each case as such law may be amended from time to time.

         SECTION 4.18 INSURANCE. The Borrower and each of its Subsidiaries has
(either in the name of the Borrower or in such Subsidiary's own name), with
financially sound and reputable insurance companies, insurance in at least such
amounts and against at least such risks (including on all its property, and
public liability and worker's compensation) as are usually

                                     - 36 -

<PAGE>   41


insured against in the same general area by companies of established repute
engaged in the same or similar business.

         SECTION 4.19 LABOR MATTERS. Except as could not reasonably be expected
to have, alone or in the aggregate, a Material Adverse Effect,

                  (a) there are no strikes or lockouts against the Borrower or
any of its Subsidiaries pending or, to the knowledge of the Borrower or any of
its Subsidiaries, threatened;

                  (b) the hours worked by and payments made to employees of the
Borrower or any of its Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable federal, state, local or foreign law
dealing with such matters;

                  (c) all payments due from the Borrower or any of its
Subsidiaries, or for which any claim may be made against the Borrower or any of
its Subsidiaries, on account of wages and employee health and welfare insurance
and other benefits, have been, where legally required or where material, paid or
accrued as a liability on the books of the Borrower or its Subsidiary, as
appropriate; and

                  (d) except as disclosed in Schedule 4.19, neither the Borrower
nor any of its Subsidiaries is party to a collective bargaining agreement.

                                   ARTICLE V.

                              AFFIRMATIVE COVENANTS

         The Borrower covenants and agrees that, so long as any Lender has any
Commitment or any amount payable under this Agreement or any other Loan Document
remains unpaid:

         SECTION 5.01 INFORMATION. The Borrower will deliver to the
Administrative Agent and each of the Lenders:

                  (a) as soon as available and in any event within 100 days
after the end of each Fiscal Year, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such Fiscal Year and the
related consolidated statements of income, shareholders' equity and cash flows
for such Fiscal Year, setting forth in each case in comparative form the figures
for the previous fiscal year, all certified by Ernst & Young LLP or other
independent public accountants of nationally recognized standing, with such
certification to be free of exceptions and qualifications not acceptable to the
Required Lenders, provided that the delivery within the time period specified
above of the Borrower's Annual Report on Form 10-K for such Fiscal Year
(together with the Borrower's annual report to shareholders, if any, prepared
pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in
accordance with the requirements therefor and filed with the Securities and
Exchange Commission, together with such accountant's opinion, shall be deemed to
satisfy the requirements of this Section 5.01(a);

                  (b) as soon as available and in any event within 50 days after
the end of each of the first 3 Fiscal Quarters of each Fiscal Year, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such Fiscal Quarter and the related statement

                                     - 37 -

<PAGE>   42


of income and statement of cash flows for such Fiscal Quarter and for the
portion of the Fiscal Year ended at the end of such Fiscal Quarter, setting
forth in each case in comparative form the figures for the corresponding Fiscal
Quarter and the corresponding portion of the previous Fiscal Year, all certified
(subject to the absence of footnotes and normal year-end adjustments) as to
fairness of presentation, GAAP and consistency by the chief financial officer or
the chief accounting officer of the Borrower, provided that delivery within the
time period specified above of copies of the Borrower's Quarterly Report on Form
10-Q for such Fiscal Quarter prepared in compliance with the requirements
therefor and filed with the Securities and Exchange Commission shall be deemed
to satisfy the requirements of this Section 5.01(b);

                  (c) simultaneously with the delivery of each set of financial
statements referred to in paragraphs (a) and (b) above, a certificate,
substantially in the form of Exhibit F (a "Compliance Certificate"), of the
chief financial officer or the chief accounting officer of the Borrower (i)
setting forth in reasonable detail the calculations required to establish
whether the Borrower was in compliance with the requirements of Sections 6.05,
6.06, 6.08, 6.10, 6.11, 6.12 and 6.13 on the date of such financial statements;
(ii) stating whether any Default exists on the date of such certificate and, if
any Default then exists, setting forth the details thereof and the action which
the Borrower is taking or proposes to take with respect thereto; and (iii)
setting forth the Leverage Ratio as of the most recent Performance Pricing
Determination Date and the Applicable Margin for Fixed Rate Loans in effect as a
result thereof;

                  (d) simultaneously with the delivery of each set of annual
financial statements referred to in paragraph (a) above, a statement of the firm
of independent public accountants which reported on such statements to the
effect that nothing has come to their attention to cause them to believe that
any Default existed on the date of such financial statements;

                  (e) within 5 Domestic Business Days after a Responsible
Officer of the Borrower obtains actual knowledge of the occurrence of any
Default, a certificate of the chief financial officer or the chief accounting
officer of the Borrower setting forth the details thereof and the action which
the Borrower is taking or proposes to take with respect thereto;

                  (f) promptly upon the mailing thereof to the shareholders of
the Borrower generally, copies of all financial statements, reports and proxy
statements so mailed;

                  (g) promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent) and annual, quarterly or monthly
reports which the Borrower shall have filed with the Securities and Exchange
Commission;

                  (h) if and when any member of the Controlled Group (i) gives
or is required to give notice to the PBGC of any "reportable event" (as defined
in Section 4043 of ERISA) with respect to any Plan which might constitute
grounds for a termination of such Plan under Title IV of ERISA, or knows that
the plan administrator of any Plan has given or is required to give notice of
any such reportable event, a copy of the notice of such reportable event given
or required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii)
receives notice from the PBGC under

                                     - 38 -

<PAGE>   43


Title IV of ERISA of an intent to terminate or appoint a trustee to administer
any Plan, a copy of such notice;

                  (i) prompt written notice of any legal or arbitral
proceedings, or of any proceedings, by or before any governmental or regulatory
authority or agency, and any material development in respect of such
proceedings, affecting the Borrower or any of its Subsidiaries, if any such
proceeding could reasonably be expected to have, alone or in the aggregate, a
Material Adverse Effect; and

                  (j) from time to time such additional information regarding
the financial position or business of the Borrower and its Subsidiaries as the
Administrative Agent, at the request of any Lender, may reasonably request.

         SECTION 5.02 INSPECTION OF PROPERTY, BOOKS AND RECORDS. The Borrower
will (i) keep, and cause each Subsidiary to keep, proper books of record and
account in which full, true and correct entries in conformity (on a consolidated
basis) with GAAP shall be made of all dealings and transactions in relation to
its business and activities; and (ii) permit, and cause each Subsidiary to
permit, in any case at reasonable times and upon reasonable notice,
representatives of the Administrative Agent or any Lender at the Administrative
Agent's or such Lender's expense prior to the occurrence of a Default and at the
Borrower's expense after the occurrence of a Default to visit and inspect any of
their respective properties, to examine and make abstracts from any of their
respective books and records and to discuss their respective affairs, finances
and accounts with their respective officers, employees and independent public
accountants. The Borrower agrees to cooperate and assist in such visits and
inspections, in each case at such reasonable times and as often as may
reasonably be desired.

         SECTION 5.03 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Except
to the extent permitted by Section 6.02, the Borrower shall, and shall cause
each Significant Domestic Subsidiary and Significant Foreign Subsidiary to,
maintain its corporate existence and not substantially change the general nature
of the business in which the Borrower and its Subsidiaries, taken as a whole,
are engaged.

         SECTION 5.04 COMPLIANCE WITH LAWS; PAYMENT OF TAXES. The Borrower will,
and will cause each of its Subsidiaries and each member of the Controlled Group
to, comply with applicable laws (including but not limited to ERISA),
regulations and similar requirements of governmental authorities (including but
not limited to PBGC), except where the necessity of such compliance is being
contested in good faith through appropriate proceedings diligently pursued or
where non-compliance could not, alone or in the aggregate, reasonably be
expected to have a Material Adverse Effect. The Borrower will, and will cause
each of its Subsidiaries to, pay promptly when due all taxes, assessments,
governmental charges, claims for labor, supplies, rent and other obligations
which, if unpaid, might become a lien against the property of the Borrower or
any Subsidiary, except liabilities being contested in good faith and against
which the Borrower will set up reserves in accordance with GAAP.

         SECTION 5.05 INSURANCE. The Borrower will maintain, and will cause each
of its Subsidiaries to maintain (either in the name of the Borrower or in such
Subsidiary's own name), with financially sound and reputable insurance
companies, insurance on all its property in at

                                     - 39 -

<PAGE>   44


least such amounts and against at least such risks (including on all its
property, and public liability and worker's compensation) as are usually insured
against in the same general area by companies of established repute engaged in
the same or similar business.

         SECTION 5.06 MAINTENANCE OF PROPERTY. The Borrower shall, and shall
cause each Subsidiary to, maintain all of its properties and assets in good
condition, repair and working order, ordinary wear and tear excepted, provided
that this Section shall not prevent the Borrower or any Subsidiary from
discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Borrower has
concluded that such discontinuance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

         SECTION 5.07 ENVIRONMENTAL MATTERS.

                  (a) The Borrower shall furnish to the Lenders and the
Administrative Agent prompt written notice after obtaining knowledge of all
Environmental Liabilities, pending, threatened or anticipated Environmental
Proceedings, Environmental Notices, Environmental Judgments and Orders, and
Environmental Releases at, on, in, under or in any way affecting the Properties
or any adjacent property, and all facts, events, or conditions that could lead
to any of the foregoing, if any of such could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                  (b) The Borrower will, and will cause each of its Subsidiaries
to, handle and use all Hazardous Materials in compliance with all applicable
Environmental Requirements, except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

                  (c) The Borrower agrees that upon the occurrence of an
Environmental Release at or on any of the Properties it will act in accordance
with sound business practice to investigate the extent of, and to take
appropriate remedial action to eliminate, such Environmental Release, materially
in accordance with all applicable Environmental Requirements.

         SECTION 5.08 ADDITIONAL GUARANTORS.

                  (a) If any Domestic Subsidiary of the Borrower, whether now
existing or hereafter organized or acquired, becomes a Significant Domestic
Subsidiary at any time after the Closing Date, then the Borrower shall cause
such Domestic Subsidiary to become an additional Guarantor, as provided in this
Section 5.08, within 30 days after the date on which such Domestic Subsidiary
first becomes a Significant Domestic Subsidiary.

                  (b) The Borrower may elect at any time to have a Domestic
Subsidiary become an additional Guarantor as provided in this Section 5.08,
provided that, subject to paragraph (c) of this Section, the Borrower may
rescind such election at any time that such Domestic Subsidiary is not a
Significant Domestic Subsidiary by notice to the Administrative Agent.


                                     - 40 -

<PAGE>   45

                  (c) Upon the occurrence and during the continuation of any
Event of Default, if the Required Lenders so direct, the Borrower shall cause
all of its Domestic Subsidiaries to become additional Guarantors, as provided in
this Section 5.08, within 30 days after the Borrower's receipt of written
confirmation of such direction from the Administrative Agent.

                  (d) A Domestic Subsidiary shall become an additional Guarantor
by executing and delivering to the Administrative Agent a Guaranty Supplement
and an Indemnity, Subrogation and Contribution Agreement Supplement, accompanied
by (i) all other Loan Documents related thereto, (ii) certified copies of
certificates or articles of incorporation or organization, by-laws, membership
operating agreements, and other organizational documents, appropriate
authorizing resolutions of the board of directors of such Domestic Subsidiaries,
and opinions of counsel comparable to those delivered pursuant to Section
3.01(c), and (iii) such other documents as the Administrative Agent may
reasonably request. No Domestic Subsidiary that becomes a Guarantor shall
thereafter cease to be a Guarantor or be entitled to be released or discharged
from its obligations under the Guaranty or the Indemnity, Subrogation and
Contribution Agreement, except as provided in paragraph (b) of this Section.

                                  ARTICLE VI.

                               NEGATIVE COVENANTS

         The Borrower covenants and agrees that, so long as any Lender has any
Commitment or any amount payable under this Agreement or any other Loan Document
remains unpaid:

         SECTION 6.01 USE OF PROCEEDS. No portion of the proceeds of the Loans
will be used by the Borrower or any Subsidiary (i) in connection with, whether
directly or indirectly, any tender offer for, or other acquisition of, stock of
any corporation with a view towards obtaining control of such other corporation,
unless such tender offer or other acquisition is to be made on a negotiated
basis with the approval of the Board of Directors of the Person to be acquired,
and the provisions of Section 6.06 would not be violated, (ii) directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of
purchasing or carrying any Margin Stock in violation of the provisions of
Regulation T, U or X, or (iii) for any purpose in violation of any applicable
law or regulation.

         SECTION 6.02 CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. The Borrower
will not, nor will it permit any Subsidiary to, consolidate or merge with or
into, or sell, lease or otherwise transfer all or any substantial part of its
assets to, any other Person, or discontinue or eliminate any business line or
segment, provided that (a) the Borrower or a Subsidiary may merge with another
Person if (i) the Borrower or such Subsidiary is the corporation surviving such
merger, or if such Subsidiary would not be the surviving Person, the surviving
Person would be a Subsidiary of the Borrower (provided that if the Subsidiary
party to such merger is a Domestic Subsidiary, then the entity surviving such
merger must be a Domestic Subsidiary), and (ii) immediately after giving effect
to such merger, no Default shall have occurred and be continuing, (b)
Subsidiaries of the Borrower may merge with one another (provided that if the
Subsidiary party to such merger is a Domestic Subsidiary, then the entity
surviving such merger must be a Domestic Subsidiary), or (as long as the
Borrower is the corporation surviving such merger) with the Borrower, and (c)
the foregoing limitation on the sale, lease or other transfer of

                                     - 41 -

<PAGE>   46


assets and on the discontinuation or elimination of a business line or segment
shall not prohibit (1) the sale of Receivables pursuant to the Receivables
Securitization Program, (2) the sale of finished goods in the ordinary course of
business, (3) sales, leases or other transfers of assets by the Borrower to a
Guarantor or by any Subsidiary to the Borrower or a Guarantor, (4) any transfer
of assets that would be an Investment permitted by Section 6.06, or (5) during
any Fiscal Quarter, sales, leases or other transfers of assets or the
discontinuance or elimination of a business line or segment (in a single
transaction or in a series of related transactions) unless the aggregate assets
to be so sold, leased or transferred or utilized in a business line or segment
to be so discontinued, when combined with all other assets sold, leased or
transferred, and all other assets utilized in all other business lines or
segments discontinued, during such Fiscal Quarter and the immediately preceding
3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total
Assets at the end of the most recent Fiscal Year immediately preceding such
Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating
Profits during the 4 Fiscal Quarters immediately preceding such Fiscal Quarter.

         SECTION 6.03 CHANGE IN FISCAL YEAR. The Borrower will not change its
Fiscal Year.

         SECTION 6.04 TRANSACTIONS WITH AFFILIATES. Neither the Borrower nor any
of its Subsidiaries shall enter into, or be a party to, any transaction with any
Affiliate of the Borrower or such Subsidiary (which Affiliate is not the
Borrower or a Wholly Owned Subsidiary), except for transactions under the
Receivables Securitization Program or as permitted by law and in the ordinary
course of business and pursuant to terms which are no less favorable to the
Borrower or such Subsidiary than would be obtained in a comparable arm's length
transaction with a Person which is not an Affiliate.

         SECTION 6.05 RESTRICTED PAYMENTS. The Borrower will not declare or make
any Restricted Payment (other than any Permitted Restricted Payment) after
December 31, 2000, if the aggregate amount of such Restricted Payments would
exceed 20% of cumulative Consolidated Net Income for all fiscal periods
beginning January 1, 2001; provided that after giving effect to the payment of
any such Restricted Payments, no Default shall be in existence or be created
thereby.

         SECTION 6.06 INVESTMENTS. Neither the Borrower nor any of its
Subsidiaries shall make Investments in any Person except (i) loans or advances
to employees not exceeding $3,000,000 in aggregate principal amount outstanding
at any time, in each case made in the ordinary course of business and consistent
with practices existing on December 31, 2000; (ii) deposits required by
government agencies or public utilities, (iii) Investments in direct obligations
of the United States Government maturing within one year, (iv) Investments in
certificates of deposit issued by a commercial lender whose long-term
certificates of deposit are rated at least AA or the equivalent thereof by S&P
or Aa or the equivalent thereof by Moody's, (v) Investments in commercial paper
rated A1 or the equivalent thereof by S&P or P1 or the equivalent thereof by
Moody's and in either case maturing within 6 months after the date of
acquisition, (vi) Investments in tender bonds the payment of the principal of
and interest on which is fully supported by a letter of credit issued by a
United States bank whose long-term certificates of deposit are rated at least AA
or the equivalent thereof by S&P and Aa or the equivalent thereof by Moody's,
(vii) Acquisitions permitted by Section 6.07, (viii) Investments

                                     - 42 -

<PAGE>   47


by the Borrower in a Subsidiary and Investments by a Subsidiary in the Borrower
or any other Subsidiary; (ix) Investments by a Receivables Subsidiary in a
Special Purpose Vehicle, consistent with Standard Securitization Undertakings,
(x) loans and advances to a Receivables Subsidiary evidenced by a Purchase Money
Note; and (xi) other Investments which do not at any time exceed an aggregate
amount outstanding equal to 5% of Consolidated Tangible Net Worth; provided,
however, that immediately after giving effect to the making of any Investment,
no Default shall have occurred and be continuing.

         SECTION 6.07 ACQUISITIONS. Neither the Borrower nor any of its
Subsidiaries shall consummate any Acquisition other than a Permitted
Acquisition.

         SECTION 6.08 LIMITATION ON LIENS AND SUBSIDIARY DEBT. Neither the
Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on
any asset now owned or hereafter acquired by it, and the Borrower shall not
permit any Subsidiary to incur or suffer to exist any Debt, except:

                  (a) Liens existing on the date of this Agreement securing Debt
outstanding on the date of this Agreement in an aggregate principal amount not
exceeding $250,000;

                  (b) any Lien existing on any specific fixed asset of any
Person at the time such Person becomes a Subsidiary and not created in
contemplation of such event;

                  (c) any Lien on any specific fixed asset securing Debt
incurred or assumed for the purpose of financing all or any part of the cost of
acquiring or constructing such asset, provided that such Lien attaches to such
asset concurrently with or within 18 months after the acquisition or completion
of construction thereof;

                  (d) any Lien on any specific fixed asset of any Person
existing at the time such Person is merged or consolidated with or into the
Borrower or a Subsidiary and not created in contemplation of such event;

                  (e) any Lien existing on any specific fixed asset prior to the
acquisition thereof by the Borrower or a Subsidiary and not created in
contemplation of such acquisition;

                  (f) Liens securing Debt owing by any Subsidiary to the
Borrower or a Guarantor or by the Borrower to a Guarantor;

                  (g) any attachment or judgment Lien, unless the judgment it
secures has not, within 60 days after the entry thereof, been discharged or
execution thereof stayed pending appeal;

                  (h) any Lien arising out of the refinancing, extension,
renewal or refunding of any Debt secured by any Lien permitted by any of the
foregoing paragraphs of this Section, provided that (i) such Debt is not secured
by any additional assets, and (ii) the amount of such Debt secured by any such
Lien is not increased;

                  (i) Liens incidental to the conduct of its business or the
ownership of its assets which (i) do not secure Debt and (ii) do not in the
aggregate materially detract from the

                                     - 43 -

<PAGE>   48


value of its assets or materially impair the use thereof in the operation of its
business, such as those arising from contesting taxes or landlord claims,
entering into leases, or submitting bids;

                  (j) any Lien on Margin Stock;

                  (k) Debt owing to the Borrower or another Subsidiary;

                  (l) Liens on Receivables Program Assets pursuant to a
Receivables Securitization Program;

                  (m) Receivables Program Obligations;

                  (n) any Guarantee by any Subsidiary of any Debt of the
Borrower;

                  (o) Debt arising pursuant to this Agreement or the other Loan
Documents; and

                  (p) Liens not otherwise permitted by the foregoing paragraphs
of this Section securing Debt (other than indebtedness represented by the
Notes), and Debt of Subsidiaries not otherwise permitted by the foregoing
paragraphs of this Section, in an aggregate principal amount at any time
outstanding not to exceed 10% of Consolidated Tangible Net Worth at such time;

provided that, notwithstanding the foregoing exceptions in the foregoing
paragraphs of this Section, the Borrower shall not (x) permit any Foreign
Subsidiary to incur or suffer to exist any Debt (other than Debt owing to the
Borrower or another Subsidiary) if after giving effect to the incurrence or
existence of such Debt the aggregate outstanding amount of Debt of all Foreign
Subsidiaries (other than Debt owing to the Borrower or another Subsidiary) would
exceed $15,000,000 or the Dollar Equivalent thereof or (y) create, assume or
suffer to exist, nor shall it permit any Subsidiary to create, assume or suffer
to exist, any Lien on any Capital Stock of any Significant First Tier Foreign
Subsidiary.

         SECTION 6.09 CERTAIN RESTRICTIONS ON BORROWER AND SUBSIDIARIES. The
Borrower shall not, nor shall it permit any Subsidiary to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of (a) any such Subsidiary to (i) pay
any dividends or make any other distributions on its Capital Stock or any other
interest or (ii) make or repay any loans or advances made by the Borrower or any
other Subsidiary to such Subsidiary or (b) the Borrower or any such Subsidiary
to create a Lien on any of the Capital Stock of any Significant First Tier
Foreign Subsidiary (other than, in the case of this clause (b), any restriction
contained in the Note Purchase Agreements).

         SECTION 6.10 MINIMUM INTEREST COVERAGE. The Interest Coverage Ratio at
the end of each Fiscal Quarter for the period of 4 consecutive Fiscal Quarters
then most recently ended will not be equal to or less than 3.0 to 1.0.

         SECTION 6.11 LEVERAGE RATIO. The Leverage Ratio will not at any time be
equal to or exceed 0.60 to 1.00.

                                     - 44 -

<PAGE>   49


         SECTION 6.12 MINIMUM CONSOLIDATED TANGIBLE NET WORTH. Consolidated
Tangible Net Worth will at no time be less than $167,858,850, plus the sum of
(i) 50% of the cumulative Reported Net Income of the Borrower and its
Consolidated Subsidiaries during any period after December 31, 2000 (taken as
one accounting period), calculated quarterly at the end of each Fiscal Quarter
but excluding from such calculations of Reported Net Income for purposes of this
clause (i), any Fiscal Quarter in which the Reported Net Income of the Borrower
and its Consolidated Subsidiaries is negative, and (ii) 100% of the cumulative
Net Proceeds of Capital Stock received during any period after December 31,
2000, calculated quarterly at the end of each Fiscal Quarter.

         SECTION 6.13 LIMITATION ON INDEBTEDNESS. Following the date of this
Agreement, the Borrower shall not create, incur, assume, or otherwise become
directly or indirectly liable with respect to any Long-Term Debt, except:

                  (a) Debt arising pursuant to this Agreement or the other Loan
Documents;

                  (b)      Debt owing to a Subsidiary; and

                  (c) Long-Term Debt (in addition to Debt described in (a) and
(b) of this Section) the aggregate outstanding amount of which at no time
exceeds the sum of $75,000,000 plus 5% of Consolidated Tangible Net Worth at
such time. For the avoidance of doubt, Long-Term Debt existing on the date of
this Agreement is not prohibited by this Section.

         SECTION 6.14 MOST FAVORED LENDER STATUS. Should the Borrower, while
this Agreement is in effect or any Loan remains outstanding, issue any Long-Term
Debt pursuant to a loan agreement, credit agreement, note purchase agreement,
indenture, or other similar instrument, or amend any loan agreement, credit
agreement, note purchase agreement, indenture or other similar instrument
executed in connection with any Long-Term Debt (whether issued before or after
the date of this Agreement), which instrument includes covenants, warranties,
representations or defaults, or events of default (or any other type of
restriction which would have the practical effect of any of the foregoing,
including, without limitation, any "put" or mandatory prepayment of such
Long-Term Debt) other than, or more restrictive on the Borrower than, those set
forth herein, the Borrower shall promptly so notify the Administrative Agent,
and if the Administrative Agent shall so request by written notice to the
Borrower (after a determination has been made by the Administrative Agent that
any of the above-referenced documents or instruments contain any provisions,
which either individually or in the aggregate, are more favorable than any of
the provisions set forth in this Agreement), the Borrower and the Lenders shall
promptly amend this Agreement to incorporate some or all of such provisions, in
the discretion of the Administrative Agent and the Required Lenders, into this
Agreement.



                                  ARTICLE VII.

                                    DEFAULTS

         SECTION 7.01 EVENTS OF DEFAULT. If one or more of the following events
("Events of Default") shall have occurred and be continuing:


                                     - 45 -

<PAGE>   50

                  (a) the Borrower shall fail to pay when due any principal of
any Loan or shall fail to pay any interest on any Loan within 5 Domestic
Business Days after such interest shall become due, or shall fail to pay any fee
or other amount payable hereunder within 5 Domestic Business Days after such fee
or other amount becomes due; or

                  (b) the Borrower shall fail to observe or perform any covenant
contained in Sections 5.01(e) or 5.02(ii) or Article VI; or

                  (c) the Borrower shall fail to observe or perform any covenant
or agreement contained or incorporated by reference in this Agreement (other
than those covered by paragraph (a) or (b) above) and such failure shall not
have been cured within 30 days after the earlier to occur of (i) written notice
thereof has been given to the Borrower by the Administrative Agent at the
request of any Lender or (ii) a Responsible Officer of the Borrower otherwise
becomes aware of any such failure; or

                  (d) any representation, warranty, certification or statement
made by the Borrower in Article IV of this Agreement or in any certificate,
financial statement or other document delivered pursuant to this Agreement shall
prove to have been incorrect in any material respect when made (or deemed made);
or

                  (e) the Borrower or any Subsidiary shall fail to make any
payment in respect of Debt outstanding in an aggregate principal amount equal to
or greater than $10,000,000 (other than the Notes) when due, after taking into
account any applicable grace period; or

                  (f) any event or condition shall occur which results in the
acceleration of the maturity of Debt outstanding in an aggregate principal
amount equal to or greater than $10,000,000 of the Borrower or any Subsidiary
(including, without limitation, any required mandatory prepayment or "put" of
such Debt to the Borrower or any Subsidiary) or enables the holders of such Debt
or commitment or any Person acting on such holders' behalf to accelerate the
maturity thereof or terminate any such commitment (including, without
limitation, any required mandatory prepayment or "put" of such Debt to the
Borrower or any Subsidiary); or

                  (g) the Borrower or any Subsidiary shall commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally, or shall admit in writing its
inability, to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing; or

                  (h) an involuntary case or other proceeding shall be commenced
against the Borrower or any Subsidiary seeking liquidation, reorganization or
other relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain


                                    - 46 -

<PAGE>   51


undismissed and unstayed for a period of 60 days; or an order for relief shall
be entered against the Borrower or any Subsidiary under the federal bankruptcy
laws as now or hereafter in effect; or

                  (i) the Borrower or any member of the Controlled Group shall
fail to pay when due any material amount which it shall have become liable to
pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to
terminate a Plan or Plans shall be filed under Title IV of ERISA by the
Borrower, any member of the Controlled Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate or to cause a trustee to be appointed to
administer any such Plan or Plans or a proceeding shall be instituted by a
fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of
ERISA and such proceeding shall not have been dismissed within 30 days
thereafter; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any such Plan or Plans must be
terminated; or the Borrower or any other member of the Controlled Group shall
enter into, contribute or be obligated to contribute to, terminate or incur any
withdrawal liability with respect to, a Multiemployer Plan; and any such event
or events described in this paragraph could reasonably be expected to have a
Material Adverse Effect; or

                  (j) one or more judgments or orders for the payment of money
in an aggregate amount in excess of $10,000,000 shall be rendered against the
Borrower or any Subsidiary and such judgment or order shall continue unsatisfied
and unstayed for a period of 30 days; or

                  (k) a federal tax lien shall be filed against the Borrower or
any Subsidiary under Section 6323 of the Code or a lien of the PBGC shall be
filed against the Borrower or any Subsidiary under Section 4068 of ERISA and in
either case such lien shall remain undischarged for a period of 25 days after
the date of filing; or

                  (l) (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) of 20% or more of the outstanding shares of the voting stock of the
Borrower (provided that the foregoing reference to 20% shall be deemed to be
instead a reference to 50% with respect to any Person to whom the Borrower
issues its voting stock in connection with a Permitted Acquisition for the
purpose of consummating such Permitted Acquisition); or (ii) as of any date a
majority of the Board of Directors of the Borrower consists of individuals who
were not either (A) directors of the Borrower as of the corresponding date of
the previous year, (B) selected or nominated to become directors by the Board of
Directors of the Borrower of which a majority consisted of individuals described
in clause (A), or (C) selected or nominated to become directors by the Board of
Directors of the Borrower of which a majority consisted of individuals described
in clause (A) and individuals described in clause (B); or

                  (m) the Guaranty shall cease to be enforceable or the Borrower
or any Subsidiary shall assert that any Loan Document is unenforceable;


                                     - 47 -


<PAGE>   52
then, and in every such event, (i) the Administrative Agent shall, if requested
by the Required Lenders, by notice to the Borrower terminate the Commitments and
they shall thereupon terminate and (ii) the Administrative Agent shall, if
requested by the Required Lenders, by notice to the Borrower declare the Notes
(together with accrued interest thereon), and all other amounts payable
hereunder and under the other Loan Documents, to be, and the Notes, including
the Swing Loan Note (together with accrued interest thereon), and all other
amounts payable hereunder and under the other Loan Documents shall thereupon
become, immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower,
together with interest at the Default Rate accruing on the principal amount
thereof from and after the date of such Event of Default; provided that if any
Event of Default specified in paragraph (g) or (h) above occurs with respect to
the Borrower, without any notice to the Borrower or any other act by the
Administrative Agent or the Lenders, the Commitments shall thereupon terminate
and the Notes, including the Swing Loan Note (together with accrued interest
thereon) and all other amounts payable hereunder and under the other Loan
Documents shall automatically and without notice become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower, together with interest thereon at the
Default Rate accruing on the principal amount thereof from and after the date of
such Event of Default. Notwithstanding the foregoing, the Administrative Agent
shall have available to it all other remedies at law or equity.

                                 ARTICLE VIII.

                            THE ADMINISTRATIVE AGENT

         SECTION 8.01 APPOINTMENT; POWERS AND IMMUNITIES. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its
Administrative Agent hereunder and under the other Loan Documents with such
powers as are specifically delegated to the Administrative Agent by the terms
hereof and thereof, together with such other powers as are reasonably incidental
thereto. The Administrative Agent: (a) shall have no duties or responsibilities
except as expressly set forth in this Agreement and the other Loan Documents,
and shall not by reason of this Agreement or any other Loan Document be a
trustee for any Lender; (b) makes no warranty or representation to any Lender
and shall not be responsible to the Lenders for any recitals, statements,
representations or warranties contained in this Agreement or any other Loan
Document, or in any certificate or other document referred to or provided for
in, or received by any Lender under, this Agreement or any other Loan Document,
or for the validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Loan Document or any other document referred to
or provided for herein or therein or for any failure by the Borrower to perform
any of its obligations hereunder or thereunder; (c) shall not be required to
initiate or conduct any litigation or collection proceedings hereunder or under
any other Loan Document except to the extent requested by the Required Lenders,
and then only on terms and conditions satisfactory to the Administrative Agent,
and (d) shall not be responsible for any action taken or omitted to be taken by
it hereunder or under any other Loan Document or any other document or
instrument referred to or provided for herein or therein or in connection
herewith or therewith, except for its own gross negligence or willful
misconduct. The Administrative Agent may employ agents and attorneys-in-fact and
shall not be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with


                                     - 48 -

<PAGE>   53

reasonable care. The provisions of this Article VIII are solely for the benefit
of the Administrative Agent and the Lenders, and the Borrower shall not have any
rights as a third party beneficiary of any of the provisions hereof. In
performing its functions and duties under this Agreement and under the other
Loan Documents, the Administrative Agent shall act solely as Administrative
Agent of the Lenders and does not assume and shall not be deemed to have assumed
any obligation towards or relationship of agency or trust with or for the
Borrower. The duties of the Administrative Agent shall be ministerial and
administrative in nature, and the Administrative Agent shall not have by reason
of this Agreement or any other Loan Document a fiduciary relationship in respect
of any Lender.

         SECTION 8.02 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent
shall be entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telecopier, telegram or cable) believed by
it to be genuine and correct and to have been signed or sent by or on behalf of
the proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants or other experts selected by the Administrative Agent.
As to any matters not expressly provided for by this Agreement or any other Loan
Document, the Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and thereunder in accordance
with instructions signed by the Required Lenders, and such instructions of the
Required Lenders in any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders.

         SECTION 8.03 DEFAULTS. The Administrative Agent shall not be deemed to
have knowledge of the occurrence of a Default or an Event of Default (other than
the nonpayment of principal of or interest on the Loans) unless the
Administrative Agent has received notice from a Lender or the Borrower
specifying such Default or Event of Default and stating that such notice is a
"Notice of Default". In the event that the Administrative Agent receives such a
notice of the occurrence of a Default or an Event of Default, the Administrative
Agent shall give prompt notice thereof to the Lenders. The Administrative Agent
shall (subject to Section 10.06) take such action hereunder with respect to such
Default or Event of Default as shall be directed by the Required Lenders,
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of
the Lenders.

         SECTION 8.04 RIGHTS OF ADMINISTRATIVE AGENT AND ITS AFFILIATES AS A
LENDER. With respect to its Commitment and the Loans made by it and any of its
Affiliates, Wachovia (and any successor acting as Administrative Agent
hereunder) in its capacity as a Lender hereunder and any Affiliate of Wachovia
in its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include Wachovia in its individual
capacity and any Affiliate of the Administrative Agent in its individual
capacity. Wachovia (and any successor acting as Administrative Agent hereunder)
and any Affiliate thereof may (without having to account therefor to any Lender)
accept deposits from, lend money to and generally engage in any kind of banking,
trust or other business with the Borrower (and any of the Borrower's Affiliates)
as if it were not acting as the Administrative Agent, and Wachovia and any
Affiliate thereof may accept fees and other consideration from the Borrower or
any Subsidiary or Affiliate thereof for services




                                     - 49 -
<PAGE>   54

in connection with this Agreement or any other Loan Document or otherwise
without having to account for the same to the Lenders.

         SECTION 8.05 INDEMNIFICATION. Each Lender severally agrees to indemnify
the Administrative Agent, to the extent the Administrative Agent shall not have
been reimbursed by the Borrower, ratably in accordance with its Commitment, for
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including, without limitation, reasonable
counsel fees and disbursements) or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or
any other Loan Document or any other documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby (including,
without limitation, the costs and expenses that the Borrower is obligated to pay
under Section 10.03 or any amount the Borrower is obligated to pay under Section
10.04, but excluding, unless a Default has occurred and is continuing, the
normal administrative costs and expenses incident to the performance of its
agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or any such other documents; provided that no Lender shall be liable for
any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of the Administrative Agent. If any indemnity furnished to
the Administrative Agent for any purpose shall, in the opinion of the
Administrative Agent, be insufficient or become impaired, the Administrative
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished.

         SECTION 8.06 CONSEQUENTIAL DAMAGES. THE ADMINISTRATIVE AGENT SHALL NOT
BE RESPONSIBLE OR LIABLE TO ANY LENDER, THE BORROWER OR ANY OTHER PERSON OR
ENTITY FOR ANY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED
AS A RESULT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         SECTION 8.07 REGISTERED HOLDER OF LOAN TREATED AS OWNER. The
Administrative Agent may deem and treat each Person in whose name a Loan is
registered as the owner thereof for all purposes hereof unless and until a
written notice of the assignment or transfer thereof shall have been filed with
the Administrative Agent and the provisions of Section 10.08(c) have been
satisfied. Any requests, authority or consent of any Person who at the time of
making such request or giving such authority or consent is the holder of any
Note shall be conclusive and binding on any subsequent holder, transferee or
assignee of that Note or of any Note or Notes issued in exchange therefor or
replacement thereof.

         SECTION 8.08 NONRELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.
Each Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrower and decision to enter into this Agreement and that it will,
independently and without reliance upon the Administrative 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 analysis and decisions in taking or not
taking action under this Agreement or any of the other Loan Documents. The
Administrative Agent shall not be required to keep itself (or



                                     - 50 -

<PAGE>   55

any Lender) informed as to the performance or observance by the Borrower of this
Agreement or any of the other Loan Documents or any other document referred to
or provided for herein or therein or to inspect the properties or books of the
Borrower or any other Person. Except for notices, reports and other documents
and information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder or under the other Loan Documents, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the affairs, financial
condition or business of the Borrower or any other Person (or any of their
Affiliates) which may come into the possession of the Administrative Agent or
any of its Affiliates.

         SECTION 8.09 FAILURE TO ACT. Except for action expressly required of
the Administrative Agent hereunder or under the other Loan Documents, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder and thereunder unless it shall receive further
assurances to its satisfaction by the Lenders of their indemnification
obligations under Section 8.05 against any and all liability and expense which
may be incurred by the Administrative Agent by reason of taking, continuing to
take, or failing to take any such action.

         SECTION 8.10 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent
may resign at any time by giving notice thereof to the Lenders and the Borrower.
Upon any such resignation, the Required Lenders shall have the right to appoint
a successor Administrative Agent. If no successor Administrative Agent shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent's notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent. Any successor Administrative
Agent shall be a bank or other financial institution which has a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Article VIII shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as the Administrative
Agent hereunder.

         SECTION 8.11 OTHER AGENTS. The Borrower and each Lender hereby
acknowledges that any Lender designated as an "Agent" on the signature pages
hereof (other than the Administrative Agent) shall not have any obligations,
duties or liabilities hereunder other than in its capacity as a Lender.

                                  ARTICLE IX.

                      CHANGE IN CIRCUMSTANCES; COMPENSATION

         SECTION 9.01 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.
If on or prior to the first day of any Interest Period:



                                     - 51 -

<PAGE>   56



                  (a) the Administrative Agent determines that deposits in
Dollars or other applicable Foreign Currency (in the applicable amounts) are not
being offered in the relevant market for such Interest Period, or

                  (b) the Required Lenders advise the Administrative Agent that
the London Interbank Offered Rate, or IBOR, as applicable, as determined by the
Administrative Agent will not adequately and fairly reflect the cost to such
Lenders of funding Fixed Rate Loans for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Lenders, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, the
obligations of the Lenders to make Euro-Dollar Loans or Foreign Currency Loans
specified in such notice, or to permit continuations or conversions into
Euro-Dollar Loans or Foreign Currency Loans, shall be suspended. Unless the
Borrower notifies the Administrative Agent at least 2 Euro-Dollar Business Days
before the date of any Borrowing of Euro-Dollar Loans for which a Notice of
Borrowing has previously been given, or continuation or conversion into such
Euro-Dollar Loans for which a Notice of Continuation or Conversion has
previously been given, that it elects not to borrow or so continue or convert on
such date, such Borrowing shall instead be made as a Base Rate Borrowing, or
such Euro-Dollar Loan shall be converted to a Base Rate Loan.

         SECTION 9.02 ILLEGALITY. If, after the date hereof, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof (any such agency being referred to as an "Authority" and any such event
being referred to as a "Change of Law"), or compliance by any Lender (or its
Lending Office) with any request or directive (whether or not having the force
of law) of any Authority issued after the date hereof shall make it unlawful or
impossible for any Lender (or its Lending Office) to make, maintain or fund its
Fixed Rate Loans and such Lender shall so notify the Administrative Agent, the
Administrative Agent shall forthwith give notice thereof to the other Lenders
and the Borrower, whereupon until such Lender notifies the Borrower and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist, the obligation of such Lender to make or permit continuations or
conversions of Fixed Rate Loans shall be suspended. Before giving any notice to
the Administrative Agent pursuant to this Section, such Lender shall designate a
different Lending Office if such designation will avoid the need for giving such
notice and will not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender. If such Lender shall determine that it may not
lawfully continue to maintain and fund any of its outstanding Fixed Rate Loans
to maturity, and shall so specify in such notice, the Borrower shall immediately
prepay in full the then outstanding principal amount of each affected Fixed Rate
Loan of such Lender, together with accrued interest thereon and any amount due
such Lender pursuant to Section 9.05(a). Concurrently with prepaying each such
Fixed Rate Loan that is a Euro-Dollar Loan, the Borrower may borrow a Base Rate
Loan in an equal principal amount from such Lender (on which interest and
principal shall be payable contemporaneously with the related Euro-Dollar Loans
of the other Lenders).


                                     - 52 -

<PAGE>   57

         SECTION 9.03 INCREASED COST AND REDUCED RETURN.

         (a) If after the date hereof, a Change of Law or compliance by any
Lender (or its Lending Office) with any request or directive (whether or not
having the force of law) of any Authority issued after the date hereof:

                  (i)     shall impose, modify or deem applicable any reserve,
         special deposit or similar requirement (including, without limitation,
         any such requirement imposed by the Board of Governors of the Federal
         Reserve System, but excluding with respect to any Euro-Dollar Loan any
         such requirement included in an applicable Euro-Dollar Reserve
         Percentage and excluding with respect to any Foreign Currency Loan any
         such requirement included in the definition of "Adjusted IBOR Rate")
         against assets of, deposits with or for the account of, or credit
         extended by, any Lender (or its Lending Office); or

                  (ii)    shall impose on any Lender (or its Lending Office) or
         on the London or other applicable interbank market any other condition
         affecting its Fixed Rate Loans, its Notes or its obligation to make
         Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Lending Office) of making or maintaining any Fixed Rate Loan, or to
reduce the amount of any sum received or receivable by such Lender (or its
Lending Office) under this Agreement or under its Notes with respect thereto
(other than resulting from income taxes), by an amount deemed by such Lender to
be material, then, within 15 days after demand by such Lender (with a copy to
the Administrative Agent), the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender for such increased cost or
reduction.

         (b) If any Lender shall have determined that after the date hereof the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change therein, or any change in the interpretation or administration
thereof by any Authority, or compliance by any Lender (or its Lending Office or
the bank holding company of which such Lender is a Subsidiary) with any request
or directive regarding capital adequacy (whether or not having the force of law)
of any Authority issued after the date hereof, has or would have the effect of
reducing the rate of return on such Lender's (or such bank holding company's)
capital as a consequence of its obligations hereunder to a level below that
which such Lender (or such bank holding company) could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's (or
such bank holding company's) policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then from time to time, within 15
days after demand by such Lender, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender (or such bank
holding company) for such reduction.

(c) Each Lender will promptly notify the Borrower and the Administrative Agent
of any event of which it has knowledge, occurring after the date hereof, which
will entitle such Lender to compensation pursuant to this Section and will
designate a different Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Lender, be otherwise disadvantageous to such Lender. A



                                     - 53 -
<PAGE>   58

certificate of any Lender claiming compensation under this Section and setting
forth the additional amount or amounts to be paid to it hereunder shall be
rebuttable presumptive evidence thereof. In determining such amount, such Lender
may use any reasonable averaging and attribution methods. No Lender shall claim
compensation under this Section for any period of time before 120 days prior to
the delivery of such notice (unless such notice relates to a matter having
retroactive effect in which case such 120 days shall be extended by such period
of retroactivity).

                  (d) The provisions of this Section 9.03 shall be applicable
with respect to any Participant, Assignee or other Transferee, and any
calculations required by such provisions shall be made based upon the
circumstances of such Participant, Assignee or other Transferee.

         SECTION 9.04 BASE RATE LOANS SUBSTITUTED FOR EURO-DOLLAR LOANS. If (i)
the obligation of any Lender to make or maintain Euro-Dollar Loans has been
suspended pursuant to Section 9.02 or (ii) any Lender has demanded compensation
under Section 9.03, and the Borrower shall, by at least 5 Euro-Dollar Business
Days' prior notice to such Lender through the Administrative Agent, have elected
that the provisions of this Section shall apply to such Lender, then, unless and
until such Lender notifies the Borrower that the circumstances giving rise to
such suspension or demand for compensation no longer apply:

                  (a) all Loans which would otherwise be made by such Lender as,
or permitted to be continued as or converted into Euro-Dollar Loans shall
instead be made as or converted into Base Rate Loans (in all cases interest and
principal on such Loans shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Lenders), and

                  (b) after each of its Euro-Dollar Loans has been repaid, all
payments of principal which would otherwise be applied to repay such Euro-Dollar
Loans shall be applied to repay its Base Rate Loans instead.

         SECTION 9.05 COMPENSATION. Upon the request of any Lender, delivered to
the Borrower and the Administrative Agent, the Borrower shall pay to such Lender
such amount or amounts as shall compensate such Lender for any loss, cost or
expense incurred by such Lender as a result of:

                  (a) any payment or prepayment (pursuant to Section 2.10, 2.12,
7.01, 9.02 or otherwise) of a Fixed Rate Loan on a date other than the last day
of an Interest Period for such Loan; or

                  (b) any failure by the Borrower to prepay a Fixed Rate Loan on
the date for such prepayment specified in the relevant notice of prepayment
hereunder; or

                  (c) any failure by the Borrower to borrow a Fixed Rate Loan on
the date for the Borrowing of which such Fixed Rate Loan is a part specified in
the applicable Notice of Borrowing delivered pursuant to Section 2.02;

such compensation to include, without limitation, an amount equal to the excess,
if any, of (x) the amount of interest which would have accrued on the amount so
paid or prepaid or not prepaid or borrowed for the period from the date of such
payment, prepayment or failure to


                                     - 54 -

<PAGE>   59
prepay or borrow to the last day of the then current Interest Period for such
Fixed Rate Loan (or, in the case of a failure to prepay or borrow, the Interest
Period for such Fixed Rate Loan which would have commenced on the date of such
failure to prepay or borrow) at the applicable rate of interest for such Fixed
Rate Loan provided for herein over (y) the amount of interest (as reasonably
determined by such Lender) such Lender would have paid on deposits in Dollars or
applicable Foreign Currency of comparable amounts having terms comparable to
such period placed with it by leading lenders in the London or other applicable
interbank market. No Lender shall claim compensation under this Section for any
period of time before 120 days prior to the delivery of such notice.

         SECTION 9.06 REPLACEMENT OF LENDERS. If any Lender (a "Notice Lender")
makes demand for amounts owed under Section 9.03 (other than due to any change
in the Eurodollar Reserve Percentage), or gives notice under Section 9.02 that
it can no longer participate in Fixed Rate Loans, then in each case the Borrower
shall have the right, if no Default or Event of Default exists, and subject to
the terms and conditions set forth in Section 10.08(c), to designate an assignee
(a "Replacement Lender") to purchase the Notice Lender's share of outstanding
Syndicated Loans and all other obligations hereunder and to assume the Notice
Lender's obligations to the Borrower under this Agreement; provided, that, any
Replacement Lender must be reasonably acceptable to the Administrative Agent and
the Required Lenders (and, in any event, may not be an Affiliate of the
Borrower). Subject to the foregoing, the Notice Lender agrees to assign without
recourse to the Replacement Lender its share of outstanding Syndicated Loans and
its Commitment, and to delegate to the Replacement Lender its obligations to the
Borrower under this Agreement and its future obligations to the Administrative
Agent under this Agreement. Upon such sale and delegation by the Notice Lender
and the purchase and assumption by the Replacement Lender, and compliance with
the provisions of Section 10.08(c), the Notice Lender shall cease to be a
"Lender" hereunder and the Replacement Lender shall become a "Lender" under this
Agreement; provided, however, that any Notice Lender shall continue to be
entitled to the indemnification provisions contained elsewhere herein.

         SECTION 9.07 FAILURE TO PAY IN FOREIGN CURRENCY. If the Borrower is
unable for any reason to effect payment in a Foreign Currency as required by
this Agreement, each Lender may, through the Administrative Agent, require such
payment to be made in Dollars in the Dollar Equivalent amount of such payment.
In any case in which the Borrower shall make such payment in Dollars, such
Borrower agrees to hold the Lenders harmless from any loss incurred by the
Lenders arising from any change in the value of Dollars in relation to such
Foreign Currency between the date such payment became due and the date of
payment thereof.

         SECTION 9.08 JUDGMENT CURRENCY. The Borrower, the Administrative Agent
and each Lender hereby agree that if, in the event that a judgment is given in
relation to any sum due to the Administrative Agent or any Lender hereunder,
such judgment is given in a currency (the "Judgment Currency") other than that
in which such sum was originally denominated (the "Original Currency"), the
Borrower agrees to indemnify the Administrative Agent or such Lender, as the
case may be, to the extent that the amount of the Original Currency which could
have been purchased by the Administrative Agent in accordance with normal
banking procedures on the Foreign Currency Business Day following receipt of
such sum is less than the sum originally due hereunder in the Original Currency,
and if the amount so purchased exceeds the


                                     - 55 -

<PAGE>   60

amount which could have been so purchased had such purchase been made on the day
on which such judgment was given or, if such day is not a Foreign Currency
Business Day, on the Foreign Currency Business Day immediately preceding such
judgment, the Administrative Agent or the applicable Lender agrees to remit such
excess to the Borrower. If for the purposes of obtaining judgment in any court
it is necessary to convert a sum due hereunder in an Original Currency into a
Judgment Currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase such Judgment Currency with such Original Currency on the Foreign
Currency Business Day preceding that on which final judgment is given. The
agreement in this Section 9.08 shall survive the termination of this Agreement.

         SECTION 9.09 MONETARY UNION IN THE EUROPEAN COMMUNITY.

                  (a) If, as a result of the implementation of the EMU, (i) any
currency available for borrowing under this Agreement (a "national currency")
ceases to be lawful currency of the state issuing the same and is replaced by
the euro or (ii) any national currency and the euro are at the same time both
recognized by the central bank or comparable governmental authority of the state
issuing such currency as lawful currency of such state, then any amount payable
hereunder by any party hereto in such national currency shall instead be payable
in the euro and the amount so payable shall be determined by redenominating or
converting such amount into the euro at the exchange rate officially fixed by
the European Central Bank for the purpose of implementing the EMU, provided,
that to the extent any EMU Legislation provides that an amount denominated
either in the euro or in the applicable national currency can be paid either in
euros or in the applicable national currency, each party to this Agreement shall
be entitled to pay or repay such amount in euros or in the applicable national
currency. Prior to the occurrence of the event or events described in clause (i)
or (ii) of the preceding sentence, each amount payable hereunder in any such
national currency will, except as otherwise provided herein, continue to be
payable only in that national currency.

                  (b) In addition, this Agreement will be amended to the extent
determined by the Administrative Agent and Required Lenders (acting reasonably
and in consultation with the Borrower) to be necessary to reflect such
implementation of the EMU and change in currency and to put the Lenders and the
Borrower in the same position, so far as possible, that they would have been in
if such implementation and change in currency had not occurred; provided that if
the obligations of the Borrower under this Agreement would be materially
increased as a result of such amendment, the consent of the Borrower to such
amendment must be obtained. Except as provided in the foregoing provisions of
this Section, no such implementation or change in currency nor any economic
consequences resulting therefrom shall (i) give rise to any right to terminate
prematurely, contest, cancel, rescind, alter, modify or renegotiate the
provisions of this Agreement or (ii) discharge, excuse or otherwise affect the
performance of any obligations of the Borrower or the Lenders under this
Agreement or any Notes.



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<PAGE>   61

                                   ARTICLE X.

                                  MISCELLANEOUS

         SECTION 10.01 NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including telecopier or similar
writing) and shall be given to such party at its address or telecopier number
set forth on the signature pages hereof or such other address or telecopier
number as such party may hereafter specify for the purpose by notice to each
other party. Each such notice, request or other communication shall be effective
(i) if given by telecopier, when such telecopy is transmitted to the telecopier
number specified in this Section and the confirmation is received, (ii) if given
by mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid or (iii) if given by any other
means, when delivered at the address specified in this Section; provided that
notices to the Administrative Agent under Article II or Article IX shall not be
effective until received.

         SECTION 10.02 NO WAIVERS. No failure or delay by the Administrative
Agent or any Lender in exercising any right, power or privilege hereunder or
under any Note or other Loan Document shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.

         SECTION 10.03 EXPENSES; DOCUMENTARY TAXES. The Borrower shall pay (i)
all reasonable out-of-pocket expenses of the Administrative Agent, including
fees and disbursements of special counsel for the Administrative Agent, in
connection with the preparation of this Agreement and the other Loan Documents,
any waiver or consent hereunder or thereunder or any amendment hereof or thereof
or any Default or reasonably alleged Default hereunder or thereunder and (ii) if
a Default occurs, all reasonable out-of-pocket expenses incurred by the
Administrative Agent and the Lenders, including fees and disbursements of
counsel, in connection with such Default and collection and other enforcement
proceedings resulting therefrom, including reasonable out-of-pocket expenses
incurred in enforcing this Agreement and the other Loan Documents. The Borrower
shall indemnify the Administrative Agent and each Lender against any transfer
taxes, documentary taxes, assessments or charges made by any Authority by reason
of the execution and delivery of this Agreement or the other Loan Documents.

         SECTION 10.04 INDEMNIFICATION.

                  (a) The Borrower shall indemnify the Administrative Agent, the
Lenders and each Affiliate thereof and their respective directors, officers,
employees and Administrative Agents (each, an "Indemnified Party") from, and
hold each of them harmless against, any and all losses, liabilities, claims or
damages to which any of them may become subject, insofar as such losses,
liabilities, claims or damages arise out of or result from any transaction
contemplated by this Agreement or any other Loan Document or any actual or
proposed use by the Borrower of the proceeds of any extension of credit by any
Lender hereunder or breach by the Borrower of this Agreement or any other Loan
Document or from any investigation, litigation (including,



                                     - 57 -

<PAGE>   62


without limitation, any actions taken by the Administrative Agent or any of the
Lenders to enforce this Agreement or any of the other Loan Documents) or other
proceeding (including, without limitation, any threatened investigation or
proceeding) relating to the foregoing, and the Borrower shall reimburse the
Administrative Agent and each Lender, and each Affiliate thereof and their
respective directors, officers, employees and Administrative Agents, upon demand
for any reasonable out-of-pocket expenses (including, without limitation, legal
fees) incurred in connection with any such investigation or proceeding; but
excluding any such losses, liabilities, claims, damages or expenses which are
determined by a final, non-appealable judgment of a court to have been incurred
by reason of the gross negligence or willful misconduct of the Person to be
indemnified. In the case of any investigation, litigation or other proceeding to
which the indemnity in this Section applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by the
Borrower or any Subsidiary or Affiliate thereof, or any of their respective
directors, shareholders, or creditors or an Indemnified Party, or any other
Person or any Indemnified Party is otherwise a party thereto and whether or not
any transaction contemplated by this Agreement or any other Loan Document is
consummated. Without in any way limiting Section 8.06, the Borrower agrees, on
its own behalf and on behalf of each of its Subsidiaries and Affiliates, not to
assert any claim against the Administrative Agent, any Lender, any of their
respective Affiliates, or any of their respective directors, officers,
employees, attorneys, agents and advisors, on any theory of liability, for
special, indirect, consequential or punitive damages arising out of or otherwise
relating to this Agreement or any of the other Loan Documents, any of the
transactions contemplated herein or therein or the actual or proposed use of the
proceeds of any of the Loans.

                  (b) The Borrower shall not be responsible or liable to any
Lender or the Administrative Agent for any punitive, exemplary or consequential
damages which may be alleged as a result of this Agreement, the other Loan
Documents or any of the transactions contemplated hereby or thereby; provided
that if any Person that is not an Affiliate or a Subsidiary of the
Administrative Agent or any Lender obtains a judgment for or otherwise recovers
against the Administrative Agent or any Lender any amount that would otherwise
be subject to indemnification by the Borrower pursuant to the terms of paragraph
(a) of this Section, the foregoing provision in this paragraph (b) shall not
limit the liability of the Borrower under paragraph (a) of this Section.

         SECTION 10.05 SETOFF; SHARING OF SETOFFS.

                  (a) The Borrower hereby grants to the Administrative Agent and
each Lender and to Wachovia as to the Swing Loan Note, a lien for all
indebtedness and obligations owing to them from the Borrower upon all deposits
or deposit accounts, of any kind, or any interest in any deposits or deposit
accounts thereof, now or hereafter pledged, mortgaged, transferred or assigned
to the Administrative Agent or any such Lender or otherwise in the possession or
control of the Administrative Agent or any such Lender for any purpose for the
account or benefit of the Borrower and including any balance of any deposit
account or of any credit of the Borrower with the Administrative Agent or any
such Lender, whether now existing or hereafter established hereby authorizing
the Administrative Agent and each Lender at any time or times that an Event of
Default has occurred and is continuing, with or without prior notice, to apply
such balances or any part thereof to such of the indebtedness and obligations
owing by the Borrower to the Lenders and/or the Administrative Agent then past
due and in such amounts as



                                     - 58 -
<PAGE>   63

they may elect, and whether or not the collateral, if any, or the responsibility
of other Persons primarily, secondarily or otherwise liable may be deemed
adequate. For the purposes of this paragraph, all remittances and property shall
be deemed to be in the possession of the Administrative Agent or any such Lender
as soon as the same may be put in transit to it by mail or carrier or by other
bailee.

                  (b) Each Lender agrees that if it shall, by exercising any
right of setoff or counterclaim or resort to collateral security (if any) or
otherwise, receive payment of a proportion of the aggregate amount of principal
and interest owing with respect to the Syndicated Note held by it which is
greater than the proportion received by any other Lender in respect of the
aggregate amount of all principal and interest owing with respect to the
Syndicated Note held by such other Lender, the Lender receiving such
proportionately greater payment shall purchase such participations in the
Syndicated Notes held by the other Lenders owing to such other Lenders, and such
other adjustments shall be made, as may be required so that all such payments of
principal and interest with respect to the Syndicated Notes held by the Lenders
owing to such other Lenders shall be shared by the Lenders pro rata; provided
that (i) nothing in this Section shall impair the right of any Lender to
exercise any right of setoff or counterclaim it may have and to apply the amount
subject to such exercise to the payment of indebtedness of the Borrower other
than its indebtedness under the Syndicated Notes, and (ii) if all or any portion
of such payment received by the purchasing Lender is thereafter recovered from
such purchasing Lender, such purchase from each other Lender shall be rescinded
and such other Lender shall repay to the purchasing Lender the purchase price of
such participation to the extent of such recovery together with an amount equal
to such other Lender's ratable share (according to the proportion of (x) the
amount of such other Lender's required repayment to (y) 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, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Note, whether or not
acquired pursuant to the foregoing arrangements, may exercise rights of setoff
or counterclaim and other rights with respect to such participation as fully as
if such holder of a participation were a direct creditor of the Borrower in the
amount of such participation.

         SECTION 10.06 AMENDMENTS AND WAIVERS. Any provision of this Agreement,
the Notes or any other Loan Documents may be amended or waived if, but only if,
such amendment or waiver is in writing and is signed by the Borrower and the
Required Lenders (and, if the rights or duties of the Administrative Agent are
affected thereby, by the Administrative Agent); provided that, no such amendment
or waiver shall, unless signed by each Lender directly affected thereby (i)
increase the Commitment of any Lender, (ii) reduce the principal of or the rate
of interest on any Loan or any fees (other than fees payable to the
Administrative Agent) hereunder, (iii) extend the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder, (iv) reduce the
amount of principal, interest or fees due on any date fixed for the payment
thereof, (v) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Notes, or the percentage of Lenders, which shall be
required for the Lenders or any of them to take any action under this Section or
any other provision of this Agreement, (vi) change the manner of application of
any payments made under this Agreement or the Notes, (vii) release or substitute
all or any substantial part of the collateral (if any) held as security for the
Loans, or (viii) release any Guarantee given to support payment of the Loans
(other than as provided in Section 5.08(b)).


                                     - 59 -

<PAGE>   64

         SECTION 10.07 INDEPENDENCE OF COVENANTS. All covenants under this
Agreement and the other Loan Documents shall be given independent effect so that
if a particular action or condition is not permitted by any such covenant, the
fact that it would be permitted by an exception to, or would be otherwise
allowed by, another covenant shall not avoid the occurrence of a Default if such
action is taken or such condition exists.

         SECTION 10.08 SUCCESSORS AND ASSIGNS.

                  (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns; provided that the Borrower may not assign or otherwise transfer any of
its rights or obligations under this Agreement.

                  (b) Any Lender may at any time sell to one or more Persons
(each a "Participant") participating interests in any Loan owing to such Lender,
any Note held by such Lender, any Commitment of such Lender hereunder or any
other interest of such Lender hereunder. In the event of any such sale by a
Lender of a participating interest to a Participant, such Lender's obligations
under this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Note for all purposes under this Agreement, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement. In
no event shall a Lender that sells a participation be obligated to the
Participant (other than a Participant that is an Affiliate of such Lender) to
take or refrain from taking any action hereunder except that such Lender may
agree that it will not (except as provided below), without the consent of the
Participant, agree to (i) the extension of any date fixed for the payment of
principal of or interest on the related loan or loans, (ii) the reduction of the
amount of any principal, interest or fees due on any date fixed for the payment
thereof with respect to the related loan or loans, (iii) the reduction of the
principal of the related loan or loans, (iv) any reduction in the rate at which
either interest is payable thereon or (if the Participant is entitled to any
part thereof) fee is payable hereunder from the rate at which the Participant is
entitled to receive interest or fee (as the case may be) in respect of such
participation, (v) the release or substitution of all or any substantial part of
the collateral (if any) held as security for the Loans, or (vi) the release of
any Guarantee given to support payment of the Loans (other than as provided in
Section 5.08(b)). Each Lender selling a participating interest to any Person
other than an Affiliate or Related Fund of such Lender in any Loan, Note,
Commitment or other interest under this Agreement shall, within 10 Domestic
Business Days of such sale, provide the Borrower and the Administrative Agent
with written notification stating that such sale has occurred and identifying
the Participant and the interest purchased by such Participant. The Borrower
agrees that each Participant shall be entitled to the benefits of Article IX
with respect to its participation in Loans outstanding from time to time.

                  (c) Any Lender may at any time assign to one or more
commercial banks, finance companies, insurance companies or other financial
institution or fund which, in each case, in the ordinary course of business
extends credit of the type contemplated herein and whose becoming an assignee
would not constitute a prohibited transaction under Section 4975 of ERISA (each
an "Assignee") all or a proportionate part of its rights and obligations under
this Agreement, the Notes and the other Loan Documents, and such Assignee shall
assume all such



                                     - 60 -

<PAGE>   65
rights and obligations, pursuant to an Assignment and Acceptance, executed by
such Assignee, such transferor Lender and the Administrative Agent (and, in the
case of an Assignee that is not then a Lender or an Affiliate or Related Fund of
a Lender, subject to clause (iii) below, by the Borrower); provided that (i) no
interest may be sold by a Lender pursuant to this paragraph (c) unless the
Assignee shall agree to assume ratably equivalent portions of the transferor
Lender's Commitment, (ii) if a Lender is assigning only a portion of its
Commitment, then, the amount of the Commitment being assigned (determined as of
the effective date of the assignment) shall be in an amount not less than
$5,000,000 (except that there shall be no such minimum if the assignment is to
any Lender or any Affiliate or Related Fund of any Lender), and (iii) no
interest may be sold by a Lender pursuant to this paragraph (c) to any Assignee
that is not then a Lender or an Affiliate or Related Fund of a Lender without
the consent of the Administrative Agent and (unless a Default has occurred and
is continuing) the Borrower, which consent in either case shall not be
unreasonably withheld. Upon (A) execution of the Assignment and Acceptance by
such transferor Lender, such Assignee, the Administrative Agent and (if
applicable) the Borrower, (B) delivery of an executed copy of the LSTA
Assignment to the Borrower and the Administrative Agent, (C) payment by such
Assignee to such transferor Lender of an amount equal to the purchase price
agreed between such transferor Lender and such Assignee, (D) payment of a
processing and recordation fee to the Administrative Agent of (1) if such
Assignee is a Lender or an Affiliate or Related Fund of a Lender, $1,000, and
(ii) for any other Assignee, $3,500, and (E) recordation of such assignment on
the Register, as defined and provided below, such Assignee shall for all
purposes be a Lender party to this Agreement and shall have all the rights and
obligations of a Lender under this Agreement to the same extent as if it were an
original party hereto with a Commitment as set forth in such instrument of
assumption, and the transferor Lender shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by the
Borrower, the Lenders or the Administrative Agent shall be required. The
Borrower hereby designates the Administrative Agent to serve as the Borrower's
Administrative Agent, solely for purposes of this Section 10.08(c), to maintain
a register (the "Register") on which it will record the Commitments from time to
time of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation shall not
affect the Borrower's obligations in respect of such Loans. With respect to any
Lenders, the transfer of any Commitment of such Lenders and the rights to the
principal of, and interest on, any Loan shall not be effective until such
transfer is recorded on the Register maintained by the Administrative Agent with
respect to ownership of such Commitment and Loans and prior to such recordation
all amounts owing to the transferor with respect to such Commitment and Loans
shall remain owing to the transferor. The registration of assignment or transfer
of all or part of any Commitment and Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the
Administrative Agent of a properly executed and delivered LSTA Assignment
pursuant to this Section 10.08(c). Coincident with the delivery of such an LSTA
Assignment to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Commitment and/or Loan, or as soon
thereafter as practicable, the assigning or transferor Lender shall surrender
any Note evidencing such Commitment and/or Loan, and thereupon one or more new
Notes in the aggregate principal amount so assigned shall be issued to the new
Lender and, if applicable, a new Note shall be issued to the assigning or
transferor Lender in the remaining aggregate principal amount of its Commitment
and/or Loan not so assigned. The Borrower




                                     - 61 -

<PAGE>   66

agrees to indemnify the Administrative Agent from and against any and all
losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 10.08(c); but excluding any such
losses, claims, damages and liabilities which are determined by a final,
non-appealable judgment of a court to have been incurred by reason of the gross
negligence or willful misconduct of the Administrative Agent. Each Lender agrees
to indemnify the Borrower and the Administrative Agent from and against any and
all losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Borrower or the Administrative
Agent by reason of the inaccuracy of any information which is furnished by such
Lender concerning such Lender or its Lending Office or the amount assigned
pursuant to the LSTA Assignment.

                  (d) Subject to the provisions of Section 10.09, the Borrower
authorizes each Lender to disclose to any Participant, Assignee or other
transferee (each a "Transferee") and any prospective Transferee which has
executed on LSTA Confidentiality Agreement any and all financial information in
such Lender's possession concerning the Borrower which has been delivered to
such Lender by the Borrower pursuant to this Agreement or which has been
delivered to such Lender by the Borrower in connection with such Lender's credit
evaluation prior to entering into this Agreement.

                  (e) No Transferee shall be entitled to receive any greater
payment under Section 9.03 than the transferor Lender would have been entitled
to receive with respect to the rights transferred, unless such transfer is made
with the Borrower's prior written consent or by reason of the provisions of
Section 9.02 or 9.03 requiring such Lender to designate a different Lending
Office under certain circumstances or at a time when the circumstances giving
rise to such greater payment did not exist.

                  (f) Anything in this Section 10.08 to the contrary
notwithstanding, any Lender may assign and pledge all or any portion of the
Loans and/or obligations owing to it to any Federal Reserve Bank or the United
States Treasury as collateral security pursuant to Regulation A of the Board of
Governors of the Federal Reserve System and any Operating Circular issued by
such Federal Reserve Bank, provided that any payment in respect of such assigned
Loans and/or obligations made by the Borrower to the assigning and/or pledging
Lender in accordance with the terms of this Agreement shall satisfy the
Borrower's obligations hereunder in respect of such assigned Loans and/or
obligations to the extent of such payment. No such assignment shall release the
assigning and/or pledging Lender from its obligations hereunder.

         SECTION 10.09 CONFIDENTIALITY. Each Lender agrees to exercise
commercially reasonable efforts to keep any information delivered or made
available by the Borrower to it which is clearly indicated to be confidential
information, confidential from anyone other than persons employed or retained by
such Lender who are or are expected to become engaged in evaluating, approving,
structuring or administering the Loans; provided that nothing herein shall
prevent any Lender from disclosing such information (i) to any other Lender or
to an Affiliate of such Lender, (ii) upon the order of any court or
administrative agency, (iii) upon the request or demand of any regulatory agency
or authority having jurisdiction over such Lender, (iv) which has been publicly
disclosed, (v) to the extent reasonably required in connection with any



                                     - 62 -

<PAGE>   67

litigation to which the Administrative Agent, any Lender or their respective
Affiliates may be a party, (vi) to the extent reasonably required in connection
with the exercise of any remedy hereunder, (vii) to such Lender's legal counsel
and independent auditors, and (viii) to any actual or proposed Participant,
Assignee or other Transferee of all or part of its rights hereunder in
accordance with Section 10.08(d); provided that should disclosure of any such
confidential information be required by virtue of clause (ii) of the immediately
preceding sentence, to the extent permitted by law, any relevant Lender shall
promptly notify the Borrower of same so as to allow the Borrower to seek a
protective order or to take any other appropriate action; provided, further,
that, no Lender shall be required to delay compliance with any directive to
disclose any such information so as to allow the Borrower to effect any such
action.

         SECTION 10.10 REPRESENTATION BY LENDERS. Each Lender hereby represents
that it is a commercial lender or financial institution which makes loans in the
ordinary course of its business and that it will make its Loans hereunder for
its own account in the ordinary course of such business; provided that, subject
to Section 10.08, the disposition of the Note or Notes held by that Lender shall
at all times be within its exclusive control.

         SECTION 10.11 OBLIGATIONS SEVERAL. The obligations of each Lender
hereunder are several, and no Lender shall be responsible for the obligations or
commitment of any other Lender hereunder. Nothing contained in this Agreement
and no action taken by the Lenders pursuant hereto shall be deemed to constitute
the Lenders to be a partnership, an association, a joint venture or any other
kind of entity. The amounts payable at any time hereunder to each Lender shall
be a separate and independent debt, and each Lender shall be entitled to protect
and enforce its rights arising out of this Agreement or any other Loan Document
and it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.

         SECTION 10.12 GEORGIA LAW. This Agreement and each Note shall be
construed in accordance with and governed by the law of the State of Georgia.

         SECTION 10.13 SEVERABILITY. In case any one or more of the provisions
contained in this Agreement, the Notes or any of the other Loan Documents should
be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby and shall be enforced to the
greatest extent permitted by law.

         SECTION 10.14 INTEREST. In no event shall the amount of interest, and
all charges, amounts or fees contracted for, charged or collected pursuant to
this Agreement, the Notes or the other Loan Documents and deemed to be interest
under applicable law (collectively, "Interest") exceed the highest rate of
interest allowed by applicable law (the "Maximum Rate"), and in the event any
such payment is inadvertently received by any Lender, then the excess sum (the
"Excess") shall be credited as a payment of principal, unless the Borrower shall
notify such Lender in writing that it elects to have the Excess returned
forthwith. It is the express intent hereof that the Borrower not pay and the
Lenders not receive, directly or indirectly in any manner whatsoever, interest
in excess of that which may legally be paid by the Borrower under applicable
law. The right to accelerate maturity of any of the Loans does not include the
right to accelerate any interest that has not otherwise accrued on the date of
such acceleration, and the




                                     - 63 -
<PAGE>   68

Administrative Agent and the Lenders do not intend to collect any unearned
interest in the event of any such acceleration. All monies paid to the
Administrative Agent or the Lenders hereunder or under any of the Notes or the
other Loan Documents, whether at maturity or by prepayment, shall be subject to
rebate of unearned interest as and to the extent required by applicable law. By
the execution of this Agreement, the Borrower covenants, to the fullest extent
permitted by law, that (i) the credit or return of any Excess shall constitute
the acceptance by the Borrower of such Excess, and (ii) the Borrower shall not
seek or pursue any other remedy, legal or equitable, against the Administrative
Agent or any Lender, based in whole or in part upon contracting for charging or
receiving any Interest in excess of the Maximum Rate. For the purpose of
determining whether or not any Excess has been contracted for, charged or
received by the Administrative Agent or any Lender, all interest at any time
contracted for, charged or received from the Borrower in connection with this
Agreement, the Notes or any of the other Loan Documents shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread in
equal parts throughout the full term of the Commitments. The Borrower, the
Administrative Agent and each Lender shall, to the maximum extent permitted
under applicable law, (i) characterize any non-principal payment as an expense,
fee or premium rather than as Interest and (ii) exclude voluntary prepayments
and the effects thereof. The provisions of this Section shall be deemed to be
incorporated into each Note and each of the other Loan Documents (whether or not
any provision of this Section is referred to therein). All such Loan Documents
and communications relating to any Interest owed by the Borrower and all figures
set forth therein shall, for the sole purpose of computing the extent of
obligations hereunder and under the Notes and the other Loan Documents be
automatically recomputed by the Borrower, and by any court considering the same,
to give effect to the adjustments or credits required by this Section.

         SECTION 10.15 INTERPRETATION. No provision of this Agreement or any of
the other Loan Documents shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or judicial
authority by reason of such party having or being deemed to have structured or
dictated such provision.

         SECTION 10.16 WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. The
Borrower (a) and each of the Lenders and the Administrative Agent irrevocably
waives, to the fullest extent permitted by law, any and all right to trial by
jury in any legal proceeding arising out of this Agreement, any of the other
Loan Documents, or any of the transactions contemplated hereby or thereby, (b)
submits to the nonexclusive personal jurisdiction in the State of Georgia, the
courts thereof and the United States District Courts sitting therein, for the
enforcement of this Agreement, the Notes and the other Loan Documents, (c)
waives any and all personal rights under the law of any jurisdiction to object
on any basis (including, without limitation, inconvenience of forum) to
jurisdiction or venue within the State of Georgia for the purpose of litigation
to enforce this Agreement, the Notes or the other Loan Documents, and (d) agrees
that service of process may be made upon it in the manner prescribed in Section
10.01 for the giving of notice to the Borrower. Nothing herein contained,
however, shall prevent the Administrative Agent from bringing any action or
exercising any rights against any security and against the Borrower personally,
and against any assets of the Borrower, within any other state or jurisdiction.





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<PAGE>   69

         SECTION 10.17 COUNTERPARTS. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

         SECTION 10.18 SOURCE OF FUNDS -- ERISA. Each of the Lenders hereby
severally (and not jointly) represents to the Borrower that no part of the funds
to be used by such Lender to fund the Loans hereunder from time to time
constitutes (i) assets allocated to any separate account maintained by such
Lender in which any employee benefit plan (or its related trust) has any
interest nor (ii) any other assets of any employee benefit plan. As used in this
Section, the terms "employee benefit plan" and "separate account" shall have the
respective meanings assigned to such terms in Section 3 of ERISA.




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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, under seal, by their respective authorized officers as of the day
and year first above written.

                         BELDEN INC.



                         By:                                           (SEAL)
                                ---------------------------------------
                                Title:
                                      --------------------------------------

                         Belden Inc.
                         7701 Forsyth Boulevard, Suite 800
                         St. Louis, Missouri 63105
                         Attention:  Stephen H. Johnson, Treasurer
                         Telecopier number:  314-854-8004
                         Telephone number:   314-854-8017






                       Signature Page of Credit Agreement
                                   Page 1 of 8

<PAGE>   71




COMMITMENTS                           WACHOVIA BANK, N.A., as Administrative
                                      Agent and as a Lender

$32,000,000                           By:                                 (SEAL)
                                            ------------------------------

                                            Title:
                                                  ------------------------------

                                      Lending Office
                                      Wachovia Bank, N.A.
                                      191 Peachtree Street, N.E.
                                      Atlanta, Georgia 30303-1757
                                      Attention:  Syndications Group
                                      Telecopier number:  404-332-1394
                                      Confirmation number:  404-332-6971










                       Signature Page of Credit Agreement
                                   Page 2 of 8

<PAGE>   72




                                  SUNTRUST BANK, as Syndication Agent and as
                                  a Lender

$27,500,000                       By:                                     (SEAL)
                                        ----------------------------------

                                        Title:
                                              ----------------------------------

                                  Lending Office
                                  SunTrust Bank
                                  303 Peachtree Street
                                  10th Floor, MC 1928
                                  Atlanta, Georgia 30308
                                  Attention:  Linda L. Dash
                                  Telecopier number:  404-658-4905
                                  Confirmation number:  404-658-4923








                       Signature Page of Credit Agreement
                                   Page 3 of 8

<PAGE>   73




                                 FIRSTAR BANK, N.A., as Documentation Agent
                                 and as a Lender

$27,500,000                      By:                                      (SEAL)
                                       -----------------------------------

                                       Title:
                                             -----------------------------------

                                 Lending Office
                                 Firstar Bank
                                 1 Firstar Plaza
                                 7th & Locust -- 12th Floor
                                 St. Louis, Missouri 63101
                                 Attention:  Eric Hartman
                                 Telecopier number:  314-418-3859
                                 Confirmation number:  314-418-2336












                       Signature Page of Credit Agreement
                                   Page 4 of 8

<PAGE>   74




                                 ING BARINGS

$23,000,000                      By:                                    (SEAL)
                                       ---------------------------------
                                       Title:
                                             ---------------------------------

                                 Lending Office
                                 ING Barings LLC
                                 District Noorden
                                 Midden-Limburg
                                 P.O. Box 24
                                 Verlo, 5900 AA Netherlands
                                 Telecopier number:  011-31-77-3543-522
                                 Confirmation number:  011-31-77-32-14-631







                       Signature Page of Credit Agreement
                                   Page 5 of 8

<PAGE>   75




                                   COMERICA BANK, as a Lender

$15,000,000                        By:                                   (SEAL)
                                         --------------------------------
                                         Title:
                                               --------------------------------

                                   Lending Office
                                   Comerica Bank
                                   Comerica Tower at Detroit Center
                                   500 Woodward Avenue
                                   Detroit, Michigan 48226
                                   Attention:  Neran Shaya
                                   Telecopier number:  313-222-9516
                                   Confirmation number:  313-222-3070











                       Signature Page of Credit Agreement
                                   Page 6 of 8

<PAGE>   76




                                THE NORTHERN TRUST COMPANY, as a
                                Lender

$15,000,000                     By:                                       (SEAL)
                                      ------------------------------------
                                      Title:
                                            -----------------------------------

                                Lending Office
                                The Northern Trust Company
                                50 South La Salle Street
                                Chicago, Illinois 60675
                                Attention: Fredric McClendon
                                Telecopier number:   312-444-7028
                                Confirmation number: 312-557-1893









                       Signature Page of Credit Agreement
                                   Page 7 of 8

<PAGE>   77




                                  THE INDUSTRIAL BANK OF JAPAN,
                                  LIMITED, as a Lender

$10,000,000                       By:                                    (SEAL)
                                        ---------------------------------
                                        Title:
                                               --------------------------------

                                  Lending Office
                                  The Industrial Bank of Japan, Limited
                                  277 West  Monroe Street
                                  Suite 2600
                                  Chicago, Illinois 60606
                                  Attention:  Steve Ryan
                                  Telecopier number:  312-855-8200
                                  Confirmation number:  312-855-6251

TOTAL COMMITMENTS

$150,000,000







                       Signature Page of Credit Agreement
                                   Page 8 of 8
<PAGE>   78



                                 SCHEDULE 1.01A

                        Significant Domestic Subsidiaries



Name                                               Jurisdiction of Incorporation

Belden Communications Company                                Delaware

Belden Wire & Cable Company                                  Delaware





                                   Page 1 of 1

<PAGE>   79

                                 SCHEDULE 1.01B

                        Significant Foreign Subsidiaries



Name                                               Jurisdiction of Incorporation

Belden Wire & Cable B.V.                                  Netherlands

Belden UK Limited                                         United Kingdom





                                   Page 1 of 1

<PAGE>   80


                                  SCHEDULE 4.05


On June 26, 1999, Belden Inc. acquired the parent company of Cable Systems
International Inc. ("CSI" now called "Belden Communications Company") by merger
with a wholly-owned subsidiary of Belden Inc. In 1996, several CSI employees
filed claims with the Equal Employment Opportunity Commission ("EEOC") alleging
gender-based discrimination as a result of the physical abilities test ("PAT")
they were required to take to qualify for higher lift level positions. The PATs,
which were developed and validated by an outside company specializing in work
place testing, are designed to measure an employee's physical qualifications for
jobs requiring heavy lifting. The claimants, who were all females, had failed to
pass the PATs and were ineligible for the higher lift level positions they were
seeking. The majority of claimants did not suffer an economic loss for failing
to qualify for these positions. For some time, the matter was pending with the
EEOC. However, on September 27, 2000, the EEOC notified Belden that they believe
that reasonable cause exists to show that the PAT violates Title VII of the
Civil Rights Act of 1964 as it purportedly discriminates against women,
including but not limited to the claimants under the original EEOC claim. The
EEOC seeks to resolve the matter by the informal method of conciliation and has
invited Belden to reach a "just resolution" of the matter. Belden has provided
the EEOC some of the additional information they have requested and is awaiting
a further response from the EEOC.



                                   Page 1 of 1

<PAGE>   81


                                  SCHEDULE 4.08

                                  Subsidiaries



<TABLE>
<Caption>

NAME                                                                      JURISDICTION OF INCORPORATION
----                                                                      -----------------------------
<S>                                                                       <C>
Cable Systems Holding Company                                                        Delaware
Belden Communications Company                                                        Delaware
Belden Communications Holding, Inc.                                                  Delaware
Belden (UK) Finco Limited Partnership                                             United Kingdom
Belden Wire & Cable Company                                                          Delaware
Belden International, Inc.                                                           Delaware
Belden Holdings, Inc.                                                                Delaware
Belden International Holdings B.V.                                                 Netherlands
Belden Europe B.V.                                                                 Netherlands
Belden Wire & Cable B.V.                                                           Netherlands
Belden Finance Gbr                                                                   Germany
Belden Deutschland GmbH                                                              Germany
Belden Electronics GmbH                                                              Germany
Belden-EIW GmbH & Co. KG                                                             Germany
Belden Dunakabel Kfr.                                                                Hungary
Belden Dorfler GmbH                                                                  Austria
Belden Foreign Sales Corporation                                                     Barbados
Belden Electronics Argentina S.A.                                                   Argentina
Belden (Canada) Inc.                                                                  Canada
Belden Electronics S.a.r.1.                                                           France
Belden UK Limited                                                                 United Kingdom
Belden Electronics S.A. de C.V.                                                       Mexico
Belden Brasil Comercial Ltda.                                                         Brazil
Belden Pacific Finance Pty.                                                         Australia
Belden Pacific Finance Unit Trust                                                   Australia
Belden Australia Pty. Ltd.                                                          Australia
Belden Superannuation Pty. Ltd.                                                     Australia
Belden Technologies Inc.                                                             Delaware

</TABLE>

                                   Page 2 of 1

<PAGE>   82
                                 SCHEDULE 4.14A


In 1970, Lee County, Mississippi opened a landfill at a site in a rural area,
about four miles east of Tupelo, Mississippi. In the mid-1970s, the County
received approval to construct a vault at the site to store liquid hazardous
waste generated by local industry. The County received waste at the vault for
approximately three years before the State, in 1978, ordered the vault closed.
In 1991, the State commissioned an environmental study of the vault. The study
found that waste from the vault leaked through the vault's lining, causing
contamination of soil and groundwater, primarily volatile organic compounds
(VOCs) and metals.

The County has identified 27 PRPs, including Belden, that sent liquid waste to
the vault. Of these 27 PRPs, seven are considered significant, including Belden,
and have formed a Solvent Vault Group. Belden's former magnet wire facility at
Pontotoc, Mississippi, which is now closed, allegedly sent 49 tons of an
estimated 517 tons of industrial waste to the vault. Belden may be allocated
between 5%-10% of the waste. However, Belden believes that it sent to the vault
for disposal primarily waste water mixed with animal fat, vegetable oil and
traces of copper. The waste water is the typical waste generated from the copper
drawing process, which was conducted at Belden's Pontotoc facility. Belden
believes that it would have disposed of any VOCs in another manner, which is the
State's primary concern.

There is another factor that may reduce Belden's liability: the State of
Mississippi has established a corrective action trust fund, which will provide
reimbursement for cleanup costs to the owners of certain disposal facilities.
The trust is funded by a "tipping fee" at landfill locations, and will mitigate
the remediation costs of those who qualify. The trust's first applicant for
funding is the Lee County site. The trust is paying for the next phase of
investigation at this site. However, it is unclear to what extent the trust will
fund the remediation effort, due in part to its limited funding and the
possibility that other applicants may present situations with higher priorities.

Meanwhile, the investigation at the site by the County continues to determine
the area of contamination. Preliminary results revealed the presence of
contamination in the area of the vault. Until this investigation is completed,
Belden cannot accurately estimate its assessment of remediation costs.

                                     A-1-1


<PAGE>   83


                                 SCHEDULE 4.14B


None.




                                     A-1-2
<PAGE>   84


                                  SCHEDULE 4.19





         Certain Subsidiaries of the Borrower noted below are parties to
agreements with the unions noted below.

Belden (Canada) Inc. - Cobourg, Canada - United Steel Workers of America

Belden Wire & Cable Company (Alpha Wire Company) - Elizabeth, New Jersey, U.S.A.
- United Auto Workers

Belden Wire & Cable B.V. - Venlo, The Netherlands
                      FNV
                      UNIE
                      VHP

(Branch Agreement in which Belden-EIW GmbH participates) -
Villingen-Schwenningen, Germany - IG Metaal

Belden Australia Party Ltd. - Victoria, Australia - National Union of Workers

Belden Communications Company - Phoenix, Arizona, U.S.A. - Communication Workers
of America

Belden UK Limited - Manchester, England
                     General Municipal and Boiler Makers Union
                     Manufacturing, Science and Finance Union
                     Amalgamated Engineering and Electrical Union



                                     A-1-3


<PAGE>   85


                                                                     EXHIBIT A-1

                                   DOLLAR NOTE

                                Atlanta, Georgia

                                  June __, 2001

         For value received, BELDEN INC., a Delaware corporation (the
"Borrower"), promises to pay to the order of _____________________________ (the
"Lender"), for the account of its Lending Office, the lesser of the principal
sum of ___________________________________ AND NO/100 DOLLARS ($__________), or
such amount as shall equal the unpaid principal amount of each Dollar Loan made
by the Lender to the Borrower pursuant to the Credit Agreement referred to
below, on the dates and in the amounts provided in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of this Dollar
Note on the dates and at the rate or rates provided for in the Credit Agreement.
All such payments of principal and interest shall be made in lawful money of the
United States in Federal or other immediately available funds at the office of
Wachovia Bank, N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303-1757, or
such other address as may be specified from time to time pursuant to the Credit
Agreement.

         All Dollar Loans made by the Lender, the respective maturities thereof,
the interest rates from time to time applicable thereto, and all repayments of
the principal thereof shall be recorded by the Lender and, prior to any transfer
hereof, endorsed by the Lender on the schedule attached hereto, or on a
continuation of such schedule attached to and made a part hereof; provided that
the failure of the Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrower hereunder or under the Credit Agreement.

         This Dollar Note is one of the Dollar Notes referred to in the Credit
Agreement dated as of even date herewith among the Borrower, the Lenders listed
on the signature pages thereof and Wachovia Bank, N.A., as Administrative Agent
(as the same may be amended and modified from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
optional and mandatory prepayment and the repayment hereof and the acceleration
of the maturity hereof, as well as the obligation of the Borrower to pay all
costs of collection, including reasonable attorneys fees, in the event this
Dollar Note is collected by law or through an attorney at law.

         The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law relative
hereto, except to the extent as otherwise may be expressly provided for in the
Credit Agreement.

                                     A-1-4

<PAGE>   86


         IN WITNESS WHEREOF, the Borrower has caused this Dollar Note to be duly
executed, under seal, by its duly authorized officer as of the day and year
first above written.

                                          BELDEN INC.


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





                                     A-1-5


<PAGE>   87


                             Dollar Note (continued)


                     DOLLAR LOANS AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
                        BASE RATE OR
        DATE          EURO DOLLAR LOAN     AMOUNT OF LOAN      AMOUNT REPAID      MATURITY DATE     NOTATION MADE BY

<S>                   <C>              <C>                     <C>                <C>               <C>






</TABLE>



                                     A-1-6
<PAGE>   88




                                                                     EXHIBIT A-2

                              FOREIGN CURRENCY NOTE

                                Atlanta, Georgia

                                  June __, 2001

         For value received, BELDEN INC., a Delaware corporation (the
"Borrower"), promises to pay to the order of _____________________________ (the
"Lender"), for the account of its Lending Office, the unpaid principal amount of
each Foreign Currency Loan made by the Lender to the Borrower pursuant to the
Credit Agreement referred to below, on the dates and in the amounts provided in
the Credit Agreement. The Borrower promises to pay interest on the unpaid
principal amount of this Foreign Currency Note on the dates and at the rate or
rates provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the applicable Foreign Currency in
immediately available funds at the office of Wachovia Bank, N.A., 191 Peachtree
Street, N.E., Atlanta, Georgia 30303-1757, or such other address as may be
specified from time to time pursuant to the Credit Agreement.

         All Foreign Currency Loans made by the Lender, the respective
maturities thereof, the interest rates from time to time applicable thereto, and
all repayments of the principal thereof shall be recorded by the Lender and,
prior to any transfer hereof, endorsed by the Lender on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Credit Agreement.

         This Foreign Currency Note is one of the Foreign Currency Notes
referred to in the Credit Agreement dated as of even date herewith among the
Borrower, the Lenders listed on the signature pages thereof and Wachovia Bank,
N.A., as Administrative Agent (as the same may be amended and modified from time
to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used
herein with the same meanings. Reference is made to the Credit Agreement for
provisions for the optional and mandatory prepayment and the repayment hereof
and the acceleration of the maturity hereof, as well as the obligation of the
Borrower to pay all costs of collection, including reasonable attorneys fees, in
the event this Foreign Currency Note is collected by law or through an attorney
at law.

         The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law relative
hereto, except to the extent as otherwise may be expressly provided for in the
Credit Agreement.


                                      A-2-1


<PAGE>   89


         IN WITNESS WHEREOF, the Borrower has caused this Foreign Currency Note
to be duly executed, under seal, by its duly authorized officer as of the day
and year first above written.

                                   BELDEN INC.


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







                                      A-2-2






<PAGE>   90
                        Foreign Currency Note (continued)

                FOREIGN CURRENCY LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                       TYPE OF FOREIGN
        DATE              CURRENCY         AMOUNT OF LOAN      AMOUNT REPAID      MATURITY DATE     NOTATION MADE BY
<S>                    <C>                 <C>                 <C>               <C>                <C>




















</TABLE>

                                      A-2-3

<PAGE>   91




                                                                     EXHIBIT A-3

                                 SWING LOAN NOTE

                                Atlanta, Georgia

                                  June __, 2001

         For value received, BELDEN INC., a Delaware corporation (the
"Borrower"), promises to pay to the order of WACHOVIA BANK, N.A., a national
banking association (the "Lender"), for the account of its Lending Office, the
lesser of the principal sum of FIFTEEN MILLION and No/100 Dollars ($15,000,000),
or such amount as shall equal the unpaid principal amount of each Swing Loan
made by the Lender to the Borrower pursuant to the Credit Agreement referred to
below, on the dates and in the amounts provided in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of this Swing
Loan Note at the rate provided for Base Rate Loans on the dates provided for in
the Credit Agreement. All such payments of principal and interest shall be made
in lawful money of the United States in Federal or other immediately available
funds at the office of Wachovia Bank, N.A., 191 Peachtree Street, N.E., Atlanta,
Georgia 30303-1757, or such other address as may be specified from time to time
pursuant to the Credit Agreement.

         All Swing Loans made by the Lender, the respective maturities thereof,
and all repayments of the principal thereof shall be recorded by the Lender and,
prior to any transfer hereof, endorsed by the Lender on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Credit Agreement.

         This Swing Loan Note is the Swing Loan Note referred to in the Credit
Agreement dated as of even date herewith among the Borrower, the Lenders listed
on the signature pages thereof and Wachovia Bank, N.A., as Administrative Agent
(as the same may be amended and modified from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
optional and mandatory prepayment and the repayment hereof and the acceleration
of the maturity hereof.

         IN WITNESS WHEREOF, the Borrower has caused this Swing Loan Note to be
duly executed, under seal, by its duly authorized officer as of the day and year
first above written.

                                 BELDEN INC.


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


                                        A-3-1


<PAGE>   92


                           Swing Loan Note (continued)
<TABLE>
<CAPTION>
                   DATE               AMOUNT OF LOAN          AMOUNT REPAID         NOTATION MADE BY
               <S>                 <C>                    <C>                     <C>





















</TABLE>


                                        A-3-2
<PAGE>   93




                                                                       EXHIBIT B

                                   OPINION OF

                   COUNSEL FOR THE BORROWER AND THE GUARANTORS

                                           [Dated as provided in Section 3.01 of
                                                           the Credit Agreement]

June __, 2001



To the Lenders and the Administrative Agent, Referred to Below
c/o Wachovia Bank, N.A., as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attn:  Syndications Group

Dear Sirs:

         I have acted as counsel for Belden Inc., a Delaware corporation (the
"Borrower") and the Guarantors in connection with the Credit Agreement (the
"Credit Agreement") dated as of June __, 2001, among the Borrower, the lenders
listed on the signature pages thereof and Wachovia Bank, N.A., as Administrative
Agent. Terms defined in the Credit Agreement that are not otherwise defined
herein are used herein as therein defined.

         I have examined and relied upon originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other documents, and have conducted such
other investigations of fact and law, including receiving information from
officers and representatives of the Borrower and its Subsidiaries, as I have
deemed necessary or advisable for purposes of this opinion.

         I have assumed for purposes of my opinions set forth below: (i) the
genuineness of all signatures on all documents other than the signatures of the
officers of Belden and the Guarantors; (ii) the authenticity of all documents
submitted to me as originals; (iii) the conformity to the originals of all
documents submitted to me as copies; and (iv) the due execution and delivery of
the Credit Agreement and the other Loan Documents to which they are a party by
each Lender and by the Administrative Agent and the due authorization thereof.

         Upon the basis of the foregoing, I am of the opinion that:

         1. The Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of Delaware and has all corporate powers
required to carry on its business as now conducted.

         2. Each of Belden Wire & Cable Company and Belden Communications
Company (collectively the "Guarantors") is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation. Except where the failure to have


                                      C-1

<PAGE>   94


such could not reasonably be expected to have a Material Adverse Effect, each of
the Guarantors has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

         3. The execution, delivery and performance by the Borrower of the Loan
Documents to which it is a party (i) are within the Borrower's corporate powers,
(ii) have been duly authorized by all necessary corporate action, (iii) require
no action by or in respect of, or filing with, any governmental body, agency or
official, except for periodic filings under the Securities Exchange Act of 1934,
(iv) do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws
of the Borrower or, unless any such contravention or default would not
reasonably be expected to have a Material Adverse Effect, of any agreement,
judgment, injunction, order, decree or other instrument which, to my knowledge,
is binding upon the Borrower and (v) to my knowledge, except as provided in the
Credit Agreement, do not result in the creation or imposition of any Lien on any
asset of the Borrower or any of its Subsidiaries.

         4. The execution, delivery and performance by each of the Guarantors of
the Guaranty and the Indemnity, Subrogation and Contribution Agreement (i) are
within each of the Guarantors' corporate powers, (ii) have been duly authorized
by all necessary corporate action, (iii) require no action by or in respect of,
or filing with, any governmental body, agency or official, except for periodic
filings under the Securities Exchange Act of 1934, (iv) do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of any of the Guarantors or, unless
any such contravention or default would not reasonably be expected to have a
Material Adverse Effect, of any agreement, judgment, injunction, order, decree
or other instrument which, to my knowledge, is binding upon any of the
Guarantors and (v) to my knowledge, except as provided in the Credit Agreement,
do not result in the creation or imposition of any Lien on any asset of any of
the Guarantors.

         5. The Credit Agreement and the Indemnity, Contribution and Subrogation
Agreement constitute valid and binding agreements of the Borrower, enforceable
against the Borrower in accordance with their terms, and the Notes constitute
valid and binding obligations of the Borrower, enforceable in accordance with
their respective terms, provided that such enforceability may be limited by
bankruptcy, fraudulent transfer or conveyance, voidable preference, insolvency,
reorganization, receivership, moratorium or other similar laws affecting
creditors' rights generally and by general principles of equity (regardless of
whether considered in proceedings in equity or at law), and provided further
that certain waivers, indemnifications, and other provisions contained in the
Credit Agreement, the Indemnity, Contribution and Subrogation Agreement and the
Notes may not be enforceable, but such unenforceability will not render any such
document invalid as a whole or legally inadequate for realization of the
principal benefits provided thereby.

         6. The Guaranty and the Indemnity, Subrogation and Contribution
Agreement constitute valid and binding agreements of each of the Guarantors,
enforceable against the Guarantors in accordance with their terms, provided that
such enforceability may be limited by bankruptcy, fraudulent transfer or
conveyance, voidable preference, insolvency, reorganization, receivership,
moratorium or other similar laws affecting creditors' rights


                                      C-2


<PAGE>   95

generally and by general principles of equity (regardless of whether considered
in proceedings in equity or at law), and provided further that certain waivers,
indemnifications, and other provisions contained in the Guaranty and the
Indemnity, Subrogation and Contribution Agreement may not be enforceable, but
such unenforceability will not render any such document invalid as a whole or
legally inadequate for realization of the principal benefits provided thereby.

         7. To my knowledge, except as disclosed in Schedule 4.05 to the Credit
Agreement, there is no action, suit or proceeding pending, or threatened,
against or affecting the Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could materially adversely
affect the business, consolidated financial position or consolidated results of
operations of the Borrower and its Consolidated Subsidiaries, considered as a
whole, or which in any manner questions the validity or enforceability of the
Loan Documents.

         8. To my knowledge, each of Belden Wire & Cable B.V. and Belden UK
Limited is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation. To my knowledge, except
where the failure to have such could not reasonably be expected to have a
Material Adverse Effect, each of such corporations has all corporate powers and
all governmental licenses, authorizations, consents and approvals required to
carry on its business as now conducted.

         9. Neither the Borrower nor any of its Subsidiaries is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

         10. Neither the Borrower nor any of its Subsidiaries is a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended.

         I am qualified to practice in the State of Texas. The foregoing
opinions are limited to the laws of Texas and the corporate laws of Delaware. I
have made no independent investigation of the laws of and give no opinion
regarding the laws of any other jurisdiction. I express no opinion regarding
usury.

         The opinions expressed and the statements made in this letter are
solely for the benefit of the lenders listed on the signature pages of the
Credit Agreement and Wachovia Bank, N.A., as Administrative Agent, and may not
be relied upon by any other person or furnished to anyone else without my prior
written permission, except for Participants and Assignees.

                                   Very truly yours,



                                   Kevin L. Bloomfield
                                   Vice President, Secretary and General Counsel

                                      C-3



<PAGE>   96


                                                                       EXHIBIT C

                                   OPINION OF
             WOMBLE CARLYLE SANDRIDGE & RICE, PLLC, SPECIAL COUNSEL
                          FOR THE ADMINISTRATIVE AGENT

                                              [Dated as provided in Section 3.01
                                                        of the Credit Agreement]


To the Lenders and the Administrative Agent
Referred to Below
c/o Wachovia Bank, N.A., as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Attn:  Syndications Group

Dear Sirs:

         We have participated in the preparation of the Credit Agreement (the
"Credit Agreement") dated as of June __, 2001, among Belden Inc., a Delaware
corporation (the "Borrower"), the lenders listed on the signature pages thereof
(the "Lenders") and Wachovia Bank, N.A., as Administrative Agent (the
"Administrative Agent"), and have acted as special counsel for the
Administrative Agent for the purpose of rendering this opinion pursuant to
Section 3.01(d) of the Credit Agreement. Terms defined in the Credit Agreement
are used herein as therein defined.

         This opinion letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion
Committee of the Corporate and Banking Law Section of the State Bar of Georgia
which Interpretive Standards are incorporated herein by this reference.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, and assuming the due authorization,
execution and delivery of the Credit Agreement and each of the Notes by or on
behalf of the Borrower, we are of the opinion that the Credit Agreement
constitutes a valid and binding agreement of the Borrower and each Note
constitutes valid and binding obligations of the Borrower, in each case
enforceable in accordance with its terms except as: (i) the enforceability
thereof may be affected by bankruptcy, insolvency, reorganization, fraudulent
conveyance, voidable preference, moratorium or similar laws applicable to
creditors' rights or the collection of debtors' obligations generally; (ii)
rights of acceleration and the availability of equitable remedies may be limited
by equitable principles of general applicability; and (iii) the enforceability
of certain of the remedial,


                                      C-4

<PAGE>   97


waiver and other provisions of the Credit Agreement and the Notes may be further
limited by the laws of the State of Georgia; provided that such additional laws
do not, in our opinion, substantially interfere with the practical realization
of the benefits expressed in the Credit Agreement and the Notes, except for the
economic consequences of any procedural delay which may result from such laws.

         In giving the foregoing opinion, we express no opinion as to the effect
(if any) of any law of any jurisdiction except the State of Georgia. We express
no opinion as to the effect of the compliance or noncompliance of the
Administrative Agent or any of the Lenders with any state or federal laws or
regulations applicable to the Administrative Agent or any of the Lenders by
reason of the legal or regulatory status or the nature of the business of the
Administrative Agent or any of the Lenders.

         This opinion is delivered to you in connection with the transaction
referenced above and may only be relied upon by you and any Assignee,
Participant or other Transferee under the Credit Agreement without our prior
written consent.



                                                     Very truly yours,

                                      C-5

<PAGE>   98




                                                                       EXHIBIT D

                               NOTICE OF BORROWING

                          _________________ ____, 20___



Wachovia Bank, N.A., as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attention:  Syndications Group

Re:      Credit Agreement (as amended and modified from time to time, the
         "Credit Agreement") dated as of June __, 2001 by and among Belden Inc.,
         the Lenders from time to time parties thereto, and Wachovia Bank, N.A.,
         as Administrative Agent.

Gentlemen:

         Unless otherwise defined herein, capitalized terms used herein shall
have the meanings attributable thereto in the Credit Agreement.

         This Notice of Borrowing is delivered to you pursuant to Section 2.02
of the Credit Agreement.

         The Borrower hereby requests a [Euro-Dollar Borrowing] [Base Rate
Borrowing] [Foreign Currency Borrowing] in the aggregate principal amount of
[$__________/(pound sterling)_________/etc.] to be made on ______________,
20____, and for interest to accrue thereon at the rate established by the Credit
Agreement for [Euro-Dollar Loans] [Base Rate Loans] [Foreign Currency Loans].
[The duration of the Interest Period with respect thereto shall be [1 month] [2
months] [3 months] [6 months]].

         [alternative to above paragraph: The Borrower hereby requests a Swing
Loan Borrowing in the aggregate principal amount of $_________________ to be
made on ________________, 20__, and for interest to accrue thereon at the rate
established by the Credit Agreement for Base Rate Loans.]

         The Borrower has caused this Notice of Borrowing to be executed and
delivered by its duly authorized officer this _________ day of ______________,
20____.



                                 BELDEN INC.



                                By:  ___________________________________________
                                     Title:


                                       D-1


<PAGE>   99




                                                                       EXHIBIT E


                      NOTICE OF CONTINUATION OR CONVERSION

                          _____________________, 20____



Wachovia Bank, N.A., as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attention:  Syndications Group

         Re:      Credit Agreement (as amended and modified from time to time,
                  the "Credit Agreement") dated as of June __, 2001 by and among
                  Belden Inc., the Lenders from time to time parties thereto,
                  and Wachovia Bank, N.A., as Administrative Agent.

Gentlemen:

         Unless otherwise defined herein, capitalized terms used herein shall
have the meanings attributable thereto in the Credit Agreement.

         This Notice of Continuation or Conversion is delivered to you pursuant
to Section 2.03 of the Credit Agreement.

         With respect to the [Base Rate Loans] [Euro-Dollar Loans] [Foreign
Currency Loans] in the aggregate amount of [$_____/(pound sterling)____/etc.]
[which have an Interest Period ending on _____________], the Borrower hereby
requests that such Loans be [converted to] [Base Rate Loans] [Euro-Dollar Loans]
[Foreign Currency Loans] [continued as] [Euro-Dollar Loans] [Foreign Currency
Loans] in the aggregate principal amount of [$___/(pound sterling)_____/etc.] to
be made on such date, and for interest to accrue thereon at the rate established
by the Credit Agreement for [Base Rate Loans] [Euro-Dollar Loans] [Foreign
Currency Loans]. [The duration of the Interest Period with respect thereto shall
be [1 month] [2 months] [3 months] [6 months]].

         The Borrower has caused this Notice of Continuation or Conversion to be
executed and delivered by its duly authorized officer this ______ day of
____________, 20___.

                                 BELDEN INC.



                                 By:    ________________________________________
                                        Title:


                                         E-1
<PAGE>   100
                                                                       EXHIBIT F

                             COMPLIANCE CERTIFICATE

         Reference is made to the Credit Agreement dated as of June __, 2001 (as
modified and supplemented and in effect from time to time, the "Credit
Agreement") by and among Belden Inc., the Lenders from time to time parties
thereto, and Wachovia Bank, N.A., as Administrative Agent. Capitalized terms
used herein shall have the meanings ascribed thereto in the Credit Agreement;
all amounts shown herein, unless expressly set forth to the contrary, shall be
without duplication.

         Pursuant to Section 5.01(c) of the Credit Agreement, _____________, the
duly authorized __________ of the Borrower, hereby certifies to the
Administrative Agent and the Lenders that (i) the calculations contained in the
Compliance Checklist attached hereto relating to whether the Borrower was in
compliance with the requirements of Sections 6.05, 6.06, 6.08, 6.10, 6.11, 6.12
and 6.13 of the Credit Agreement on the date of the financial statements most
recently delivered to the Lenders is true, accurate and complete on the date of
such financial statements, (ii) to the best of my knowledge, no Default is in
existence on and as of the date hereof [other than [describe details of Default
and the action the Borrower is taking or proposes to take with respect
thereto]], and (iii) the Leverage Ratio as of the most recent Performance
Pricing Determination Date is ___ to 1.0 and the Applicable Margin in effect as
a result thereof is ___% for Fixed Rate Loans.

                                        BELDEN INC.,
                                        a Delaware corporation



                                        By:    _________________________________

                                        Its:   _________________________________


                                      F-1


<PAGE>   101


        [REMAINDER OF COMPLIANCE CERTIFICATE TO BE ADDED AFTER FINANCIAL
                              COVENANTS COMPLETED]


















                                      F-2

<PAGE>   102




                                                                       EXHIBIT G

                                   BELDEN INC.

                               CLOSING CERTIFICATE

         Reference is made to the Credit Agreement (the "Credit Agreement")
dated as of June __, 2001, among Belden, Inc., the Lenders listed therein, and
Wachovia Bank, N.A., as Administrative Agent. Capitalized terms used herein have
the meanings ascribed thereto in the Credit Agreement.

         Pursuant to Section 3.01(e) of the Credit Agreement,___________________
___________________________, the duly authorized ____________ of Belden Inc.
hereby certifies to the Administrative Agent and the Lenders that (i) no Default
has occurred and is continuing as of the date hereof, and (ii) the
representations and warranties contained in Article IV of the Credit Agreement
are true on and as of the date hereof.

         Certified as of this _____ day of June, 2001.



                                   By:
                                        ----------------------------------------
                                        Printed Name:
                                                      --------------------------
                                        Title:
                                                --------------------------------




                                        G-1

<PAGE>   103
                                                                       EXHIBIT H

                                   BELDEN INC.

                              OFFICER'S CERTIFICATE

         The undersigned, _______________________, ______________________,
Secretary of Belden Inc., a Delaware corporation (the "Borrower"), hereby
certifies that [s]he has been duly elected, qualified and is acting in such
capacity and that, as such, [s]he is familiar with the facts herein certified
and is duly authorized to certify the same, and hereby further certifies, in
connection with the Credit Agreement dated as of June __, 2001 (the "Credit
Agreement") among the Borrower, Wachovia Bank, N.A. as Administrative Agent and
as a Lender, and certain other Lenders listed on the signature pages thereof,
that:

         1. Attached hereto as Exhibit A is a complete and correct copy of the
Certificate of Incorporation of the Borrower as in full force and effect on the
date hereof as certified by the Secretary of State of the State of
________________, the Borrower's state of incorporation.

         2. Attached hereto as Exhibit B is a complete and correct copy of the
Bylaws of the Borrower as in full force and effect on the date hereof.

         3. Attached hereto as Exhibit C is a complete and correct copy of the
resolutions duly adopted by the Board of Directors of the Borrower on
____________ ___, 20__ approving, and authorizing the execution and delivery of,
the Credit Agreement, the Notes and the other Loan Documents (as such terms are
defined in the Credit Agreement) to which the Borrower is a party. Such
resolutions have not been repealed or amended and are in full force and effect,
and no other resolutions or consents have been adopted by the Board of Directors
of the Borrower in connection therewith.

         4. __________________, who is ______________________ of the Borrower
signed the Credit Agreement, the Notes and the other Loan Documents to which the
Borrower is a party, was duly elected, qualified and acting as such at the time
[s]he signed the Credit Agreement, the Notes and other Loan Documents to which
the Borrower is a party, and [his/her] signature appearing on the Credit
Agreement, the Notes and the other Loan Documents to which the Borrower is a
party is [his/her] genuine signature.

         IN WITNESS WHEREOF, the undersigned has hereunto set [his/her] hand as
of the ____ day of June, 2001.



                                       H-1
<PAGE>   104
                                                                       EXHIBIT I

                               [NAME OF GUARANTOR]

                              OFFICER'S CERTIFICATE

         The undersigned, _______________________, ______________________,
Secretary of ____________, a ____________ corporation (the "Guarantor"), hereby
certifies that [s]he has been duly elected, qualified and is acting in such
capacity and that, as such, [s]he is familiar with the facts herein certified
and is duly authorized to certify the same, and hereby further certifies, in
connection with the Credit Agreement dated as of June __, 2001 (the "Credit
Agreement") among Belden Inc., Wachovia Bank, N.A. as Administrative Agent and
as a Lender, and certain other Lenders listed on the signature pages thereof
(capitalized terms used but not defined in this Certificate have the respective
meanings set forth in the Credit Agreement) that:

         1. Attached hereto as Exhibit A is a complete and correct copy of the
Certificate of Incorporation of the Guarantor as in full force and effect on the
date hereof as certified by the Secretary of State of the State of
________________, the Guarantor's state of incorporation.

         2. Attached hereto as Exhibit B is a complete and correct copy of the
Bylaws of the Guarantor as in full force and effect on the date hereof.

         3. Attached hereto as Exhibit C is a complete and correct copy of the
resolutions duly adopted by the Board of Directors of the Guarantor on
____________ ___, 20__ approving, and authorizing the execution and delivery of
the Guaranty, the Indemnity, Subrogation and Contribution Agreement and the
other Loan Documents to which the Guarantor is a party. Such resolutions have
not been repealed or amended and are in full force and effect, and no other
resolutions or consents have been adopted by the Board of Directors of the
Guarantor in connection therewith.

         4. __________________, who is ______________________ of the Guarantor
signed the Guaranty and the Indemnity, Subrogation and Contribution Agreement to
which the Guarantor is a party, was duly elected, qualified and acting as such
at the time [s]he signed the Guaranty, the Indemnity, Subrogation and
Contribution Agreement and other Loan Documents to which the Guarantor is a
party, and [his/her] signature appearing on the Guaranty, the Indemnity,
Subrogation and Contribution Agreement other Loan Documents to which the
Guarantor is a party is [his/her] genuine signature.

         IN WITNESS WHEREOF, the undersigned has hereunto set [his/her] hand as
of the ____ day of June, 2001.


                                         I-1
<PAGE>   105




                                                                       EXHIBIT J

                                     FORM OF
                               GUARANTY AGREEMENT

         THIS GUARANTY AGREEMENT (this "Guaranty") is made as of the _____ day
of June, 2001, by each of the subsidiaries of Belden Inc., a Delaware
corporation (the "Borrower") listed on Schedule I attached hereto (each a
"Guarantor" and collectively the "Guarantors") in favor of the Administrative
Agent, for the ratable benefit of the Lenders, under the Credit Agreement
referred to below.

                              W I T N E S S E T H:

         WHEREAS, the Borrower, Wachovia Bank, N.A., as Administrative Agent
(the "Administrative Agent"), and the banks and lending institutions from time
to time that are lenders thereunder ("Lenders") have entered into a certain
Credit Agreement dated as of June __, 2001 (as the same may hereafter be amended
or supplemented from time to time, the "Credit Agreement") providing, subject to
the terms and conditions thereof, for Loans to be made by the Lenders to or for
the account of the Borrower;

         WHEREAS, it is a requirement of the Credit Agreement that the
Guarantors execute and deliver this Guaranty whereby the Guarantors shall
guarantee the payment when due of all principal, interest, fees, indemnity
obligations, and all other amounts that shall be at any time payable by the
Borrower under the Credit Agreement, the Notes, and the other Loan Documents;

         WHEREAS, in consideration of the financial and other support that the
Borrower has provided, and such financial and other support as the Borrower may
in the future provide, to the Guarantors, and in order to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and
extend credit to the Borrower thereunder, the Guarantors are willing to
guarantee the obligations of the Borrower under the Credit Agreement, the Notes,
and the other Loan Documents;

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         SECTION 1. Definitions. Terms defined in the Credit Agreement and not
otherwise defined herein have, as used herein, the respective meanings provided
for therein.

         SECTION 2. Representations and Warranties. Each Guarantor represents
and warrants (which representations and warranties shall be deemed to have been
renewed upon each Notice of Borrowing being delivered under the Credit Agreement
and each Loan being made under the Credit Agreement), that:

                  (a) It (i) is a corporation, limited liability company, or
         partnership, as the case may be, duly organized or formed, validly
         existing and in good standing under the laws of its jurisdiction of
         organization or formation; (ii) except where the failure to have such
         could not reasonably be expected to have a Material Adverse Effect, it
         has all requisite


                                         J-1

<PAGE>   106


         powers, governmental licenses, authorizations, consents and approvals
         necessary to own its assets and carry on its business as now conducted;
         and (iii) is qualified to do business in all jurisdictions in which the
         nature of the business conducted by it makes such qualification
         necessary and where failure so to qualify would have a Material Adverse
         Effect.

                  (b) It has all necessary power and authority to execute,
         deliver and perform its obligations under this Guaranty; the execution,
         delivery and performance of this Guaranty have been duly authorized by
         all necessary organizational action; and this Guaranty has been duly
         and validly executed and delivered by it and constitutes its legal,
         valid and binding obligation, enforceable in accordance with its terms,
         except as the enforceability thereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium and other similar laws relating
         to the enforcement of creditors' rights generally and by general
         equitable principles.

                  (c) Neither the execution and delivery by it of this Guaranty
         nor compliance with the terms and provisions hereof will (i) conflict
         with or result in a breach of, or require any consent under,
         organizational documents or any applicable law or regulation, (ii)
         unless any such conflict, breach or default would not reasonably be
         expected to have a Material Adverse Effect, conflict with or result in
         a breach of any order, writ, injunction or decree of any court or
         governmental authority or agency, or any agreement or instrument to
         which it is a party or by which it is bound or to which it is subject,
         or constitute a default under any such agreement or instrument, or
         (iii) result in the creation or imposition of any Lien upon any of its
         assets pursuant to the terms of any such agreement or instrument.

         SECTION 3. Covenants. Each Guarantor covenants that, so long as any
Lender has any Commitment outstanding under the Credit Agreement or any amount
payable by the Borrower under the Credit Agreement or any Note shall remain
unpaid, that it will, and, if necessary, will enable the Borrower, to fully
comply with those covenants and agreements applicable to it that are set forth
in Articles 5 and 6 of the Credit Agreement.

         SECTION 4. The Guaranty. Each Guarantor hereby unconditionally
guarantees, jointly and severally, the full and punctual payment when due
(whether at stated maturity, upon acceleration or otherwise) of the principal of
and interest on each Loan made pursuant to the Credit Agreement, all indemnity
obligations of the Borrower, and all other amounts payable by the Borrower under
the Credit Agreement and the other Loan Documents (all of the foregoing,
including without limitation, interest accruing or that would have accrued
thereon after the filing of a petition in bankruptcy or other insolvency
proceeding, being referred to collectively as the "Guaranteed Obligations").
Upon failure by the Borrower to pay punctually any such amount, each Guarantor
agrees that it shall forthwith on demand pay the amount not so paid at the place
and in the manner specified in the Credit Agreement, each Note, or the relevant
Loan Documents, as the case may be. Each Guarantor acknowledges and agrees that
this is a guarantee of payment when due, and not of collection, and that this
Guaranty may be enforced up to the full amount of the Guaranteed Obligations
without proceeding against the Borrower, any security for the Guaranteed
Obligations, or against any other party that may have liability on all or any
portion of the Guaranteed Obligations.


                                         J-2


<PAGE>   107

         SECTION 5. Guaranty Unconditional. The obligations of each Guarantor
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

                           (i) any extension, renewal, settlement, compromise,
                  waiver or release in respect of any obligation of the Borrower
                  under the Credit Agreement, any Note, or any other Loan
                  Document, by operation of law or otherwise or any obligation
                  of any other guarantor of any of the Guaranteed Obligations;

                           (ii) any modification or amendment of or supplement
                  to the Credit Agreement, any Note, or any other Loan Document;

                           (iii) any release, nonperfection or invalidity of any
                  direct or indirect security for any obligation of the Borrower
                  under the Credit Agreement, any Note, or any Loan Document, or
                  any obligations of any other guarantor of any of the
                  Guaranteed Obligations;

                           (iv) any change in the existence, structure or
                  ownership of the Borrower or any other guarantor of any of the
                  Guaranteed Obligations, or any insolvency, bankruptcy,
                  reorganization or other similar proceeding affecting the
                  Borrower or any other guarantor of the Guaranteed Obligations
                  or its assets, or any resulting release or discharge of any
                  obligation of the Borrower, or any other guarantor of any of
                  the Guaranteed Obligations;

                           (v) the existence of any claim, setoff or other
                  rights which any Guarantor may have at any time against the
                  Borrower, any other guarantor of any of the Guaranteed
                  Obligations, the Administrative Agent, any Lender or any other
                  Person, whether in connection herewith or any unrelated
                  transactions, provided that nothing herein shall prevent the
                  assertion of any such claim by separate suit or compulsory
                  counterclaim;

                           (vi) any invalidity or unenforceability relating to
                  or against the Borrower, or any other guarantor of any of the
                  Guaranteed Obligations, for any reason related to the Credit
                  Agreement, any other Loan Document, or any provision of
                  applicable law or regulation purporting to prohibit the
                  payment by the Borrower, or any other guarantor of the
                  Guaranteed Obligations, of the principal of or interest on any
                  Loan or any other amount payable by the Borrower under the
                  Credit Agreement, the Notes, or any other Loan Document; or

                           (vii) any other act or omission to act or delay of
                  any kind by the Borrower, any other guarantor of the
                  Guaranteed Obligations, the Administrative Agent, any Lender
                  or any other Person or any other circumstance whatsoever which
                  might, but for the provisions of this paragraph, constitute a
                  legal or equitable discharge of any Guarantor's obligations
                  hereunder.

                  Notwithstanding any other provision contained in this
         Guaranty, the Guarantors' joint and several liability with respect to
         the principal amount of the Guaranteed Obligations shall be no greater
         than the liability of the Borrower with respect thereto.


                                         J-3

<PAGE>   108





         SECTION 6. Discharge Only Upon Payment In Full; Reinstatement In
Certain Circumstances. Each Guarantor's obligations hereunder shall remain in
full force and effect until the sooner of (i) all Guaranteed Obligations shall
have been paid in full and the Commitments under the Credit Agreement shall have
terminated or expired, or (ii) the Administrative Agent releases such
Guarantor's obligations hereunder in writing. If at any time any payment of the
principal of or interest on any Loan or any other amount payable by the Borrower
under the Credit Agreement or any other Loan Document is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of the Borrower or otherwise, each Guarantor's obligations hereunder with
respect to such payment shall be reinstated as though such payment had been due
but not made at such time.

         SECTION 7. Waiver of Notice. Each Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and, to the fullest extent
permitted by law, any notice not provided for herein, as well as any requirement
that at any time any action be taken by any Person against the Borrower, any
other guarantor of the Guaranteed Obligations, or any other Person.

         SECTION 8. Judgment Currency. Each Guarantor hereby agrees that if, in
the event that a judgment against it is given in relation to any sum due
hereunder to the Administrative Agent or any Lender, such judgment is given in a
currency (the "Judgment Currency") other than that in which such sum was
originally denominated (the "Original Currency"), such Guarantor agrees to
indemnify the Administrative Agent or such Lender, as the case may be, to the
extent that the amount of the Original Currency which could have been purchased
by the Administrative Agent in accordance with normal banking procedures on the
Foreign Currency Business Day following receipt of such sum is less than the sum
originally due hereunder in the Original Currency, and if the amount so
purchased exceeds the amount which could have been so purchased had such
purchase been made on the day on which such judgment was given or, if such day
is not a Foreign Currency Business Day, on the Foreign Currency Business Day
immediately preceding such judgment, the Administrative Agent or the applicable
Lender agrees to remit such excess to such Guarantor. If for the purposes of
obtaining judgment in any court it is necessary to convert a sum due hereunder
in an Original Currency into a Judgment Currency, each Guarantor agrees, to the
fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase such Judgment Currency with such Original
Currency on the Foreign Currency Business Day preceding that on which final
judgment is given. The agreement in this Section 8 shall survive the termination
of this Agreement.

         SECTION 9. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by the Borrower under the Credit Agreement, any
Loan or any other Loan Document is stayed upon the insolvency, bankruptcy or
reorganization of the Borrower, all such amounts otherwise subject to
acceleration under the terms of the Credit Agreement, any Loan or any other Loan
Document shall nonetheless be payable by each Guarantor hereunder forthwith on
demand by the Administrative Agent.

         SECTION 10. Right of Set Off. If an Event of Default shall have
occurred and be continuing, each Lender 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

                                         J-4

<PAGE>   109


Lender to or for the credit or the account of any Guarantor against any or all
the past due obligations of such Guarantor now or hereafter existing under this
Guaranty, and the other Loan Documents, irrespective of whether or not such
Lender shall have made any demand under this Guaranty or any other Loan
Document. The rights of each Lender under this Section 10 are in addition to
other rights and remedies (including other rights of set off) which such Lender
may have.

         SECTION 11. Notices. All notices, requests and other communications to
any party hereunder shall be given or made in accordance with Section 10.01 of
the Credit Agreement, with notices, requests and other communications to any
Guarantor being delivered to the Borrower as provided in such Section 10.01.

         SECTION 12. No Waivers. No failure or delay by the Administrative Agent
or any Lenders in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided in this Guaranty,
the Credit Agreement, the Notes, and the other Loan Documents shall be
cumulative and not exclusive of any rights or remedies provided by law.

         SECTION 13. Successors and Assigns. This Guaranty is for the benefit of
the Administrative Agent and the Lenders and their respective successors and
permitted assigns and in the event of a permitted assignment of any amounts
payable under the Credit Agreement, the Notes, and the other Loan Documents the
rights hereunder, to the extent applicable to the indebtedness so assigned, may
be transferred with such indebtedness. This Guaranty shall be binding upon each
Guarantor and its successors and permitted assigns.

         SECTION 14. Changes in Writing. Neither this Guaranty nor any provision
hereof may be changed, waived, discharged or terminated orally, but only in
writing signed by each Guarantor and the Administrative Agent.

         SECTION 15. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
TRIAL. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF GEORGIA. EACH GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
GEORGIA AND OF ANY GEORGIA STATE COURT SITTING IN ATLANTA, GEORGIA AND FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTY
(INCLUDING, WITHOUT LIMITATION, ANY OF THE OTHER LOAN DOCUMENTS) OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH GUARANTOR IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. EACH GUARANTOR, AND THE ADMINISTRATIVE AGENT AND THE
LENDERS ACCEPTING THIS GUARANTY, HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING


                                         J-5

<PAGE>   110


OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         SECTION 16. Taxes, etc. All payments required to be made by each
Guarantor hereunder shall be made without set off or counterclaim and free and
clear of and without deduction or withholding for or on account of, any Taxes;
provided, however, that if a Guarantor is required by law to make such deduction
or withholding, such Guarantor shall forthwith pay to the Administrative Agent
or any Lender, as applicable, such additional amount as results in the net
amount received by the Administrative Agent or any Lender, as applicable,
equaling the full amount which would have been received by the Administrative
Agent or any Lender, as applicable, had no such deduction or withholding been
made.

         SECTION 17. Additional Guarantors. Upon execution and delivery by any
Subsidiary of the Borrower of an instrument in the form of Annex 1 attached
hereto, such Subsidiary shall become a Guarantor hereunder with the same force
and effect as if originally named a Guarantor herein (each an "Additional
Guarantor"). The execution and delivery of any such instrument shall not require
the consent of any other Guarantor hereunder. The rights and obligations of each
Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any Additional Guarantor as a party to this Guaranty.

         SECTION 18. Other Guarantees. This Guaranty is in addition to, and does
not supersede or otherwise replace or affect, any other guaranty that may
previously have been executed, or may in the future be executed, in respect of
any of the Guaranteed Obligations.

         SECTION 19. Counterparts. This Guaranty may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed
signature page to this Guaranty by facsimile transmission shall be as effective
as delivery of a manually executed counterpart of this Guaranty.


                                      J-6


<PAGE>   111


         IN WITNESS WHEREOF, each Guarantor and the Administrative Agent have
caused this Guaranty to be duly executed by its authorized officer as of the day
and year first above written.

                                [NAME OF GUARANTOR]



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

                                [NAME OF GUARANTOR]




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

                                [NAME OF GUARANTOR]




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

                                [NAME OF GUARANTOR]




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




                                WACHOVIA BANK, N.A., as Administrative Agent

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



                                      J-7


<PAGE>   112









                                   SCHEDULE I

                                   GUARANTORS





                                   Page 1 of 1


<PAGE>   113




                                     ANNEX 1

                             SUPPLEMENT TO GUARANTY

         THIS SUPPLEMENT TO GUARANTY (this "Supplement") dated as of
____________, made by ____________________________, a ___________ (the
"Additional Guarantor"), in favor of the Administrative Agent, for the ratable
benefit of the Lenders, under the Credit Agreement referred to below.

         A.       Reference is made to the Credit Agreement dated as of June __,
                  2001 (as the same may have been or may hereafter be amended,
                  supplemented, and restated from time to time, the "Credit
                  Agreement"), among Belden Inc., a Delaware corporation (the
                  "Borrower"), Wachovia Bank, N.A., as Administrative Agent (the
                  "Administrative Agent"), and the banks and lending
                  institutions from time to time that are lenders thereunder
                  (the "Lenders").

         B.       Capitalized terms used herein and not otherwise defined herein
                  shall have the meanings assigned to such terms in the Credit
                  Agreement.

         C.       The Guarantors have entered into the Guaranty in order to
                  induce the Lenders to make Loans to the Borrower under the
                  Credit Agreement. Pursuant to Section 5.08 of the Credit
                  Agreement, certain Subsidiaries of the Borrower are required
                  to enter into the Guaranty and become a Guarantor thereunder.
                  The undersigned (the "Additional Guarantor") is executing this
                  Supplement in accordance with the requirements of the Guaranty
                  to become a Guarantor under the Guaranty in order to induce
                  the Lenders to make Loans to the Borrower and as consideration
                  for Loans previously made.

         Accordingly, the Administrative Agent and the Additional Guarantor
agree as follows:

         SECTION  1.

                  (a) By its signature below, the Additional Guarantor becomes a
         Guarantor under the Guaranty with the same force and effect as if
         originally named therein as a Guarantor therein, and the Additional
         Guarantor hereby (a) agrees to all the terms and provisions of the
         Guaranty applicable to it as a Guarantor thereunder, and (b) represents
         and warrants that the representations and warranties made by it as a
         Guarantor thereunder are true and correct on and as of the date hereof.
         Each reference to a "Guarantor" in the Guaranty shall be deemed to
         include the Additional Guarantor. The Guaranty is hereby incorporated
         herein by reference.

                  (b) Without limiting the foregoing, the Additional Guarantor
         hereby jointly and severally (with respect to the obligations of the
         Guarantors under the Guaranty) irrevocably and unconditionally
         guarantees the punctual payment when due, whether at stated maturity,
         by acceleration or otherwise, of all principal of, and interest on,
         each Loan made pursuant to the Credit Agreement, all indemnity
         obligations of the Borrower, and all other amounts payable by the
         Borrower under the Credit Agreement and the other Loan Documents
         (including, without limitation, interest accruing or that would have

                                     Page 1 of 3

<PAGE>   114



         accrued after the filing of a petition in bankruptcy or other
         insolvency proceeding). Upon failure by the Borrower to pay punctually
         any such amount, the Additional Guarantor agrees that it shall
         forthwith on demand pay the amount not so paid at the place and in the
         manner specified in the Credit Agreement, the Notes, and the relevant
         Loan Documents, as the case may be. The Additional Guarantor
         acknowledges and agrees that this is a guarantee of payment when due,
         and not of collection, and that the obligations of the Additional
         Guarantor hereunder may be enforced up to the full amount hereof
         without proceeding against the Borrower, any security held by the
         Administrative Agent or the Lenders, or against any other Guarantor,
         the Borrower, or any other party that may have liability on all or any
         portion of the obligations guaranteed hereby.

         SECTION 2. The Additional Guarantor represents and warrants to the
Administrative Agent and the Lenders that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to the enforcement of
creditors' rights generally and by general equitable principles.

         SECTION 3. This Supplement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single agreement. This Supplement shall become effective when the
Administrative Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of the Additional Guarantor and the
Administrative Agent. Delivery of an executed signature page to this Supplement
by facsimile transmission shall be effective as delivery of a manually
counterpart of this Supplement.

         SECTION 4. Except as expressly supplemented hereby, the Guaranty shall
remain in full force and effect.

         SECTION 5. This Supplement shall be governed by, and construed in
accordance with, the laws of the State of Georgia, without giving effect to the
principles of conflict of laws thereof.

         SECTION 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Guaranty shall not in any way be affected or impaired thereby
(it being understood that the invalidity of a particular provision hereof in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction.) The parties hereto shall endeavor in good
faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.

         SECTION 7. All communications and notices hereunder shall be in writing
and given as provided in the Guaranty.


                                     Page 2 of 3

<PAGE>   115

         SECTION 8. The Additional Guarantor agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.

         IN WITNESS WHEREOF, the Additional Guarantor and the Administrative
Agent have duly executed this Supplement to the Guaranty as of the day and year
first above written.

                                    [NAME OF ADDITIONAL GUARANTOR]



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




                                    WACHOVIA BANK, N.A., as Administrative Agent

                                          By:
                                             -----------------------------------

                                                 Name:
                                                       -------------------------
                                                 Title:
                                                       -------------------------



                                     Page 3 of 3
<PAGE>   116








                                                                       EXHIBIT K

                                     FORM OF
                INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

         THIS INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT (this
"Agreement") is entered into as of June __, 2001, by and among BELDEN INC., a
Delaware corporation (the "Borrower"), each Subsidiary of the Borrower listed on
Schedule I attached hereto (collectively, the "Guarantors"), and Wachovia Bank,
N.A., a national banking association, as Administrative Agent (the
"Administrative Agent") for the Lenders (as defined in the Credit Agreement
referred to below).

                              W I T N E S S E T H:

         WHEREAS, pursuant to a certain Credit Agreement dated as of June __,
2001, among the Borrower, Wachovia Bank, N.A., as Administrative Agent, and the
banks and other lending institutions from time to time that are parties thereto
(such Credit Agreement, as the same may hereafter from time to time be amended,
modified, and restated, being herein referred to as the "Credit Agreement"), the
Lenders have agreed to make Loans (as defined in the Credit Agreement) to the
Borrower;

         WHEREAS, pursuant to the requirements of the Credit Agreement, the
Guarantors have executed and delivered a certain Guaranty Agreement dated as of
June __, 2001 in favor of the Administrative Agent for the ratable benefit of
the Lenders (such Guaranty Agreement, as the same may hereafter from time to
time be amended, modified, and restated, being hereinafter referred to as the
"Guaranty Agreement");

         WHEREAS, it is a further requirement and condition of the Credit
Agreement that the Guarantors execute and deliver an agreement in the form
hereof;

         NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, and to induce each Guarantor to enter into the Guaranty
Agreement, the Borrower, each Guarantor and the Administrative Agent agree as
follows:

         SECTION 1. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but
subject to Section 3), the Borrower agrees that in the event a payment shall be
made on behalf of the Borrower by any Guarantor under the Guaranty Agreement,
the Borrower shall indemnify such Guarantor for the full amount of such payment
and such Guarantor shall be subrogated to the rights of the person to whom such
payment shall have been made to the extent of such payment.

         SECTION 2. Contribution and Subrogation. Each Guarantor (a
"Contributing Guarantor") agrees (subject to Section 3) that, in the event a
payment shall be made by any other Guarantor under the Guaranty Agreement and
such other Guarantor (the "Claiming Guarantor") shall not have been fully
indemnified by the Borrower as provided in Section 1, each Contributing
Guarantor shall indemnify each Claiming Guarantor in an amount equal to the
amount of such payment, less any amount indemnified by the Borrower as provided
in Section 1, in each case multiplied by a fraction of which the numerator shall
be the net worth of such

                                        K-1

<PAGE>   117



Contributing Guarantor on the date hereof and the denominator shall be the
aggregate net worth of the Borrower and all Guarantors on the date hereof (or,
in the case of any Guarantor becoming a party hereto pursuant to Section 12, the
date of the Supplement hereto executed and delivered by such Guarantor). Any
Contributing Guarantor making any payment to a Claiming Guarantor pursuant to
this Section 2 shall be subrogated to the rights of such Claiming Guarantor
under Section 1 to the extent of such payment. As used herein, the term "net
worth" shall mean, as at any date of determination, the Borrower or Guarantor's
(as the case may be) stockholders' equity, as determined in accordance with
GAAP.

         SECTION 3. Subordination. Notwithstanding any provision of this
Agreement to the contrary, all rights of the Borrower and the Guarantors under
Sections 1 and 2 and all other rights of indemnity, contribution or subrogation
under applicable law or otherwise shall be fully subordinated to the
indefeasible payment in full in cash of the Guaranteed Obligations (as such term
is defined in the Guaranty Agreement) owing by the Borrower. No failure on the
part of the Borrower or any Guarantor to make the payments required by Sections
1 and 2 (or any other payments required under applicable law or otherwise) shall
in any respect limit the obligations and liabilities of the Borrower or any
Guarantor with respect to its obligations with respect to the Guaranteed
Obligations, and the Borrower and each Guarantor shall remain liable for the
full amount of the Guaranteed Obligations.

         SECTION 4. Termination. This Agreement shall survive and be in full
force and effect so long as any Guaranteed Obligation owing by the Borrower is
outstanding and has not been indefeasibly paid in full in cash, and so long as
the Commitments under the Credit Agreement have not been terminated, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any such Guaranteed Obligation is rescinded or
must otherwise be restored by any Lender or any Guarantor upon the bankruptcy or
reorganization of the Borrower or any Guarantor or otherwise.

         SECTION 5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

         SECTION 6. No Waiver; Amendment.

                  (a) No failure on the part of the Administrative Agent, the
         Borrower, or any Guarantor to exercise, and no delay in exercising, any
         right, power or remedy hereunder shall operate as a waiver thereof, nor
         shall any single or partial exercise of any such right, power or remedy
         by the Administrative Agent, the Borrower or any Guarantor preclude any
         other or further exercise thereof or the exercise of any other right,
         power or remedy. All remedies hereunder are cumulative and are not
         exclusive of any other remedies provided by law. None of the
         Administrative Agent, the Borrower and the Guarantors shall be deemed
         to have waived any rights hereunder unless such waiver shall be in
         writing and signed by such parties.

                  (b) Neither this Agreement nor any provision hereof may be
         waived, amended or modified except pursuant to a written agreement
         entered into among the Borrower, the Guarantors and the Administrative
         Agent.

                                        K-2

<PAGE>   118


         SECTION 7. Notices. All communications and notices hereunder shall be
in writing and given as provided in the Guaranty Agreement and addressed as
specified therein.

         SECTION 8. Binding Agreement; Assignments. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of the parties that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns. Neither the Borrower nor any Guarantor may assign or transfer any of
its rights or obligations hereunder (and any such attempted assignment or
transfer shall be void) without the prior written consent of the Required
Lenders.

         SECTION 9. Survival of Agreement; Severability.


                  (a) All covenants and agreements made by the Borrower and each
         Guarantor herein and in the certificates or other instruments prepared
         or delivered in connection with this Agreement shall be considered to
         have been relied upon by the Administrative Agent, the Lenders, the
         Borrower, and each Guarantor and shall survive the making by the
         Lenders of the Loans, and shall continue in full force and effect as
         long as the principal of or any accrued interest on any Loans or other
         extensions of credit or any other fee or amount payable by the Borrower
         under the Credit Agreement or this Agreement or under any of the other
         Loan Documents or other agreements evidencing any Guaranteed Obligation
         is outstanding and unpaid or as long as any Commitments under the
         Credit Agreement have not been terminated.

                  (b) In case any one or more of the provisions contained in
         this Agreement should be held invalid, illegal or unenforceable in any
         respect, no party hereto shall be required to comply with such
         provision for so long as such provision is held to be invalid, illegal
         or unenforceable, but the validity, legality and enforceability of the
         remaining provisions contained herein shall not in any way be affected
         or impaired thereby. The parties shall endeavor in good-faith
         negotiations to replace the invalid, illegal or unenforceable
         provisions with valid provisions the economic effect of which comes as
         close as possible to that of the invalid, illegal or unenforceable
         provisions.

         SECTION 10. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement shall be effective with
respect to the Borrower or Guarantor when a counterpart bearing the signature of
the Borrower or such Guarantor shall have been delivered to the Administrative
Agent. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

         SECTION 11. Effect of Contribution Agreement. This Agreement is
intended only to define the relative rights of the Borrower and the Guarantors,
and nothing set forth in this Agreement is intended to or shall impair the
obligations of the Guarantors, jointly and severally, to pay any amounts, as and
when the same shall become due and payable in accordance with the terms of the
Guaranty Agreement. The parties hereto acknowledge that the rights of

                                        K-3

<PAGE>   119



indemnification, subrogation, and contribution hereunder shall constitute assets
in favor of each Guarantor to which such right of indemnification, subrogation,
or indemnification is owing.

SECTION 12. Additional Guarantors. Upon execution and delivery, after the date
hereof, by the Administrative Agent and any Subsidiary of an instrument in the
form of Annex 1 hereto, such Subsidiary shall become a Guarantor hereunder with
the same force and effect as if originally named as a Guarantor hereunder. The
execution and delivery of any instrument adding an additional Guarantor as a
party to this Agreement shall not require the consent of any Guarantor
hereunder. The rights and obligations of each Guarantor hereunder shall remain
in full force and effect notwithstanding the addition of any new Guarantor as a
party to this Agreement.



                                        K-4


<PAGE>   120


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized offices as of the date first appearing above.




                                  BELDEN INC., as the Borrower



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




                                                          , as a Guarantor
                                  ------------------------


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




                                                          , as a Guarantor
                                  ------------------------


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




                                                          , as a Guarantor
                                  ------------------------


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

                                      K-5

<PAGE>   121



                                  WACHOVIA BANK, N.A., as Administrative Agent



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



                                        K-6


<PAGE>   122






                                   SCHEDULE I

                              SUBSIDIARY GUARANTORS




                                    Page 1 of 1
<PAGE>   123
                                     ANNEX I

         SUPPLEMENT TO INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

         THIS SUPPLEMENT TO INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT
(this "Supplement") dated as of ________________________, made by
___________________, a _________ (the "New Guarantor"), in favor of the
Administrative Agent, for the ratable benefit of the Lenders, under the Credit
Agreement referred to below.

         A. Reference is made to (a) the Credit Agreement dated as of June __,
2001 (as amended, supplemented and restated from time to time, the "Credit
Agreement"), among Belden Inc. (the "Borrower"), Wachovia Bank, N.A., as
Administrative Agent, and the banks and other lending institutions from time to
time that are parties thereto, (b) the Guaranty Agreement dated as of June __,
2001, among the Guarantors that are parties thereto and the Administrative Agent
(as amended, supplemented and restated from time to time, the "Guaranty
Agreement"), and (c) the Indemnity, Subrogation and Contribution Agreement dated
as of June __, 2001, among the Borrower, the Guarantors that are parties
thereto, and the Administrative Agent (as amended, supplemented and restated
from time to time, the "Contribution Agreement").

         B. Capitalized terms used herein and not otherwise defined herein shall
have the meaning assigned to such terms in the Contribution Agreement or the
Credit Agreement, as the case may be.

         C. The Borrower and the Guarantors have entered into the Contribution
Agreement in order to induce the Lenders to make Loans and other extensions of
credit to the Borrower. Pursuant to Section 5.08 of the Credit Agreement,
certain Subsidiaries of the Borrower are required to enter into the Guaranty
Agreement and the Contribution Agreement as a Guarantor. Section 12 of the
Contribution Agreement provides that additional Subsidiaries of the Borrower may
become Guarantors under the Contribution Agreement by execution and delivery of
an instrument in the form of this Supplement. The undersigned Subsidiary of the
Borrower (the "New Guarantor") is executing this Supplement in accordance with
the requirements of the Credit Agreement to become a Guarantor under the
Contribution Agreement in order to induce the Lenders to make additional Loans
to the Borrower and as consideration for Loans previously made.

         Accordingly, the Administrative Agent and the New Guarantor agree as
follows:

         SECTION 1. In accordance with Section 12 of the Contribution Agreement,
the New Guarantor by its signature below becomes a Guarantor under the
Contribution Agreement with the same force and effect as if originally named
therein as a Guarantor, and the New Guarantor hereby agrees to all the terms and
provisions of the Contribution Agreement applicable to it as a Guarantor
thereunder. Each reference to a "Guarantor" in the Contribution Agreement shall
be deemed to include the New Guarantor. The Contribution Agreement is hereby
incorporated herein by reference.

         SECTION 2. The New Guarantor represents and warrants to the
Administrative Agent and the Lenders that this Supplement has been duly
authorized, executed and delivered by it and


                                     Page 1 of 3

<PAGE>   124
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to the enforcement of creditors' rights generally and by general
equitable principles.

         SECTION 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Administrative
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of the New Guarantor and the Administrative Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

         SECTION 4. Except as expressly supplemented hereby, the Contribution
Agreement shall remain in full force and effect.

         SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

         SECTION 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Contribution Agreement shall not in any way be affected or
impaired. The parties hereto shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         SECTION 7. All communications and notices hereunder shall be in writing
and given as provided in the Contribution Agreement.

         SECTION 8. The New Guarantor agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and disbursements of
counsel for the Administrative Agent.

                                     Page 2 of 3

<PAGE>   125


         IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have
duly executed this Supplement as of the day and year first above written.

                               [NAME OF NEW GUARANTOR]



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




                               WACHOVIA BANK, N.A., as Administrative Agent



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


                                     Page 3 of 3