<PAGE>   1
                                                                      EXHIBIT 10


                                  $200,000,000


                                CREDIT AGREEMENT


                                  dated as of

                               February 16, 1995


                                     among


                              Dean Foods Company,

                            The Banks Listed Herein,


                          Harris Trust & Savings Bank,
                                  as Co-Agent

                                     and


                   Morgan Guaranty Trust Company of New York,
                                    as Agent

                                       1
<PAGE>   2


                               TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                  ARTICLE 1


                                 DEFINITIONS

1.1.  Definitions........................................................     1
1.2.  Accounting Terms and Determinations................................    13
1.3.  Types of Borrowings................................................    13


                                  ARTICLE 2

                                 THE CREDITS

2.1.  Commitments to Lend................................................    14
2.2.  Notice of Committed Borrowing......................................    14
2.3.  Money Market Borrowings............................................    15
2.4.  Notice to Banks; Funding of Loans..................................    19
2.5.  Notes..............................................................    20
2.6.  Maturity of Loans..................................................    20
2.7.  Interest Rates.....................................................    21
2.8.  Fees...............................................................    23
2.9.  Optional Termination or Reduction of Commitments...................    23
2.10. Method of Electing Interest Rates..................................    23
2.11. Mandatory Termination of Commitments...............................    25
2.12. Optional Prepayments...............................................    25
2.13. General Provisions as to Payments..................................    25
2.14. Funding Losses.....................................................    26
2.15. Regulation D Compensation..........................................    26
2.16. Computation of Interest and Fees...................................    27
2.17. Change of Control..................................................    27

                                  ARTICLE 3
                                      
                                  CONDITIONS

3.1.  Closing............................................................    28
3.2.  Borrowings.........................................................    29

                                  ARTICLE 4
                                      
                        REPRESENTATIONS AND WARRANTIES

4.1.  Corporate Existence and Power......................................    29
4.2.  Corporate and Governmental Authorization; No Contravention.........    29
4.3.  Binding Effect.....................................................    30


                                      i





<PAGE>   3

                                                                        Page
                                                                        ----

4.4.    Financial Information.........................................   30
4.5.    Litigation....................................................   31
4.6.    Compliance with ERISA.........................................   31
4.7.    Environmental Matters.........................................   31
4.8.    Taxes.........................................................   32
4.9.    Subsidiaries..................................................   32
4.10.   Regulatory Restrictions on Borrowing..........................   32
4.11.   Liens.........................................................   32
4.12.   Full Disclosure...............................................   32

                                  ARTICLE 5

                                  COVENANTS

5.1.    Information...................................................   33
5.2.    Payment of Obligations........................................   35
5.3.    Maintenance of Property; Insurance............................   35
5.4.    Conduct of Business and Maintenance of Existence..............   35
5.5.    Compliance with Laws..........................................   36
5.6.    Inspection of Property, Books and Records.....................   36
5.7.    Mergers and Sales of Assets...................................   36
5.8.    Use of Proceeds...............................................   37
5.9.    Negative Pledge...............................................   37
5.10.   Adjusted Debt to Adjusted Total Capital.......................   38
5.11.   Fixed Charge Coverage Ratio...................................   38

                                   ARTICLE 6

                                   DEFAULTS

6.1.    Events of Default.............................................   39
6.2.    Notice of Default.............................................   41

                                  ARTICLE 7

                                  THE AGENT

7.1.    Appointment and Authorization.................................   41
7.2.    Agents and Affiliates.........................................   41
7.3.    Action by Agent...............................................   42
7.4.    Consultation with Experts.....................................   42
7.5.    Liability of Agent............................................   42
7.6.    Indemnification...............................................   42
7.7.    Credit Decision...............................................   43
7.8.    Successor Agent...............................................   43
7.9.    Agent's Fee...................................................   43
7.10.   Co-Agent......................................................   43

   
                                      ii
<PAGE>   4

                                  ARTICLE 8

                           CHANGE IN CIRCUMSTANCES
                                                                           Page
                                                                           ----

8.1.  Basis for Determining Interest Rate Inadequate or Unfair ...........  43
8.2.  Illegality .........................................................  44
8.3.  Increased Cost and Reduced Return ..................................  45
8.4.  Taxes ..............................................................  46
8.5.  Base Rate Loans Substituted for Affected Euro-Dollar Loans .........  48
8.6.  Substitution of Bank ...............................................  49

                                  ARTICLE 9

                                MISCELLANEOUS

9.1.  Notices ............................................................  49
9.2.  No Waivers .........................................................  50
9.3.  Expenses; Indemnification ..........................................  50
9.4.  Sharing of Set-Offs ................................................  51
9.5.  Amendments and Waivers .............................................  51
9.6.  Successors and Assigns .............................................  51
9.7.  Collateral .........................................................  53
9.8.  Governing Law; Submission to Jurisdiction ..........................  53
9.9.  Counterparts; Integration; Effectiveness ...........................  54
9.10. WAIVER OF JURY TRIAL ...............................................  54


EXHIBIT A  -  Note
EXHIBIT B  -  Form of Money Market Quote Request 
EXHIBIT C  -  Form of Invitation for Money Market Quote 
EXHIBIT D  -  Form of Money Market Quote 
EXHIBIT E  -  Opinion of Counsel for the Borrower
EXHIBIT F  -  Opinion of Davis Polk & Wardwell,
              Special Counsel for the Agent 
EXHIBIT G  -  Assignment and Assumption Agreement 

                                     iii
<PAGE>   5
         AGREEMENT dated as of February 16, 1995 among DEAN FOODS COMPANY, the
BANKS listed on the signature pages hereof, HARRIS TRUST & SAVINGS BANK, as
Co-Agent and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent.

         The parties hereto agree as follows:

                                   ARTICLE 1

                                  DEFINITIONS

         SECTION 1.1.  Definitions.  The following terms, as used herein, have
the following meanings:

         "Absolute Rate Auction" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.3.

         "Adjusted Consolidated Debt" means, at any date, (a) Consolidated Debt
for Borrowed Money minus (b) in the case of any determination thereof made with
respect to a date during the two fiscal quarters of the Borrower ending most
nearly on November 30 and February 28, respectively, of any Fiscal Year, and to
the extent otherwise included in the calculation of Consolidated Debt for
Borrowed Money, the Inventory Financing Amount, all determined as of such date.
For purposes of this definition, "Inventory Financing Amount" means at any date
the outstanding amount of Consolidated Debt for Borrowed Money with a stated
maturity of not more than 270 days borrowed for the purpose of financing
purchases of inventory by the Borrower and its Consolidated Subsidiaries, but
in no event greater than the lesser of (A) the amount (if any) by which (I) the
inventory of the Borrower and its Consolidated Subsidiaries as of the then-most
recent Monthly Accounting Date occurring more than 15 Domestic Business Days
prior to such date exceeds (II) the amount of such inventory as of the Monthly
Accounting Date occurring most nearly on the then-most recent June 3Oth and (B)
the amount set forth below opposite the Fiscal Year of the Borrower in which
such date occurs:


<TABLE>
<CAPTION>
           Fiscal Year      Maximum Exclusion
           -----------      -----------------
           <S>               <C>
           1996              $130,000,000
           1996               140,000,000
           1998               150,000,000
</TABLE>

                                      1
<PAGE>   6
<TABLE>
           <S>                <C>
           1999               160,000,000
           2000               170,000,000
</TABLE>

     "Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the Agent (with a copy to the Borrower) duly completed by such Bank.

     "Agent" means Morgan Guaranty Trust Company of New York in its capacity as
agent for the Banks hereunder, and its successors in such capacity.

     "Applicable Lending Office" means, with respect to any Bank, (i) in the
case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of
its Money Market Loans, its Money Market Lending Office.

     "Assignee" has the meaning set forth in Section 9.6(c).

     "Bank" means each bank listed on the signature pages hereof, each Assignee
which becomes a Bank pursuant to Section 9.6(c), and their respective
successors.

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

     "Base Rate Loan" means (i) a Committed Loan which bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or the provisions of Article 8 or (ii) an overdue amount
which was a Base Rate Loan immediately before it became overdue.

     "Benefit Arrangement" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer
Plan and which is maintained or otherwise contributed to by any member of the
ERISA Group.

     "Borrower" means Dean Foods Company, a Delaware corporation, and its
successors.

     "Borrower's 1994 Form 10-K" means the Borrower's annual report on Form
10-K for 1994, as filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.



                                      2
<PAGE>   7
     "Borrower's Latest Form 10-Q" means the Borrower's quarterly report on
Form 10-Q for the quarter ended November 27, 1994, as filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934.

     "Borrowing" has the meaning set forth in Section 1.3.

     "Closing Date" means the date on or after the Effective Date on which the
Agent shall have received the documents specified in or pursuant to Section
3.1.

     "Co-Agent" means Harris Trust & Savings Bank, in its capacity as co-agent.

     "Commitment" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on the signature pages hereof, or, in the case
of any Assignee that becomes a Bank after the date hereof, as may be set forth
in the relevant Assignment and Assumption Agreement executed pursuant to
Section 9.6, as such amount may be reduced from time to time pursuant to
Section 2.9.

     "Commitment Termination Date" means February 15, 2000, or, if such day is
not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day
unless such Euro-Dollar Business Day falls in another calendar month, in which
case the Commitment Termination Date shall be the next preceding Euro-Dollar
Business Day; provided that if by May 15, 1995 the Agent shall not have
received (i) evidence satisfactory to it that the execution and delivery of
this Agreement and the Notes by relevant officers of the Borrower, and the
performance of this Agreement by the Borrower, in each case with respect to
Borrowings maturing not earlier than February 15, 2000, shall have been duly
authorized and/or ratified by all necessary corporate action and (ii) an
opinion of Eric A. Blanchard, Esq., general counsel of the Borrower, to the
effect of the matters referred to in clause (i), then "Commitment Termination
Date" means August 16, 1995.

     "Committed Loan" means a loan made by a Bank pursuant to Section 2.1;
provided that, if any such loan or loans (or portions thereof) are combined or
subdivided pursuant to a Notice of Interest Rate Election, the term "Committed
Loan" shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.




                                      3
<PAGE>   8
         "Consolidated Debt for Borrowed Money" means at any date Debt of the
Borrower and its Consolidated Subsidiaries of the type referred to in clauses
(i), (ii) and (iv) of the definition of Debt.

         "Consolidated EBIT" means, for any fiscal period, Consolidated Net
Income for such period plus, to the extent deducted in determining Consolidated
Net Income for such period, the aggregate amount of (i) Consolidated Interest
Expense and (ii) income tax expense.

         "Consolidated Interest Expense" means, for any period, the interest
expense of the Borrower and its Consolidated Subsidiaries determined on a
consolidated basis for such period.

         "Consolidated Net Income" means, for any fiscal period, the net income
of the Borrower and its Consolidated Subsidiaries, determined on a consolidated
basis for such period, exclusive of the effect of any extraordinary gain or
loss.

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

         "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 which are
capitalized in accordance with generally accepted accounting principles, (v)
all non-contingent obligations of such Person to reimburse any bank or other
Person in respect of amounts paid under a letter of credit or similar
instrument (and, for purposes of Section 5.9 and the definitions of Material
Debt and Material Financial Obligations, all contingent obligations of such
nature), (vi) all Debt secured by a Lien on any asset of such Person, whether
or not such Debt is otherwise an obligation of such Person and (vii) all Debt
of others Guaranteed by such Person.

         "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.




                                      4
<PAGE>   9
         "Derivatives Obligations" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to
any of the foregoing transactions) or any combination of the foregoing
transactions.

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

         "Domestic Lending Office" means, as to each Bank, its office located
at its address set forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Agent.

         "Effective Date" means the date this Agreement becomes effective in
accordance with Section 9.9.

         "Environmental and Health Laws" means any and all federal, state,
local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, plans, injunctions, permits, concessions,
grants, franchises, licenses, agreements and other governmental restrictions
relating to human health and safety (including without limitation occupational
safety and health standards), the environment, the effect of the environment on
human health or to emissions, discharges or releases of pollutants,
contaminants, Hazardous Substances or wastes into the environment including,
without limitation, ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants,
contaminants, Hazardous Substances or wastes or the clean-up or other
remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

         "ERISA Group" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under



                                      5
<PAGE>   10
common control which, together with the Borrower or any Subsidiary, are treated
as a single employer under Section 414 of the Internal Revenue Code.

         "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

         "Euro-Dollar Lending Office" means, as to each Bank, its office,
branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Borrower and the Agent.

         "Euro-Dollar Loan" means (i) a Committed Loan which bears interest at
a Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or
Notice of Interest Rate Election or (ii) an overdue amount which was a
Euro-Dollar Loan immediately before it became overdue.

         "Euro-Dollar Margin" means a rate per annum determined in accordance
with the Pricing Schedule.

         "Euro-Dollar Rate" means a rate of interest determined pursuant to
Section 2.7(b) on the basis of a London Interbank Offered Rate.

         "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 bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars 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 Bank to
United States residents).

         "Event of Default" has the meaning set forth in Section 6.1.

         "Existing Credit Agreement" means the Credit Agreement dated as of
August 24, 1994 among the Borrower, the banks party thereto and Bank of
Montreal, Chicago Branch, as agent.



                                      6
<PAGE>   11
         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest l/lOOth 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 such day 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 no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Morgan Guaranty Trust Company of New
York on such day on such transactions as determined by the Agent.

         "Fixed Rate Loans" means Euro-Dollar Loans or Money Market Loans
(excluding Money Market LIBOR Loans bearing interest at the Base Rate pursuant
to Section 8.1) or both.

         "Fiscal Year" means a fiscal year of the Borrower, and "Fiscal Year"
for any particular year means the fiscal year of the Borrower ended or ending
during the specified calendar year (for example, "Fiscal Year 1996" means the
fiscal year of the Borrower ending most nearly on May 31, 1996).

         "Group of Loans" means at any time a group of Loans consisting of (i)
all Committed Loans which are Base Rate Loans at such time or (ii) all
EuroDollar Loans having the same Interest Period at such time, provided that,
if a Committed Loan of any particular Bank is converted to or made as a Base
Rate Loan pursuant to Article 8, such Loan shall be included in the same Group
or Groups of Loans from time to time as it would have been in if it had not
been so converted or made.

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt 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
purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt (whether arising by virtue of partnership arrangements, by agreement
to keep-well, to purchase assets, goods, securities or services, 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




                                      7
<PAGE>   12
Debt 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.

         "Hazardous Substances" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics.

         "Indemnity" has the meaning set forth in Section 9.3(b).

         "Interest Period" means:  (1)  with respect to each Euro-Dollar Loan,
the period commencing on the date of borrowing specified in the applicable
Notice of Borrowing or on the date specified in the applicable Notice of
Interest Rate Election and ending one, two, three or six months thereafter, as
the Borrower may elect in the applicable notice; provided that:

           (a)  any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall be extended to the next succeeding
     Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
     another calendar month, in which case such Interest Period shall end on
     the nest preceding Euro-Dollar Business Day;

           (b)  any Interest Period which begins on the last Euro-Dollar
     Business Day of a calendar month (or on a day for which there is no
     numerically corresponding day in the calendar month at the end of such
     Interest Period) shall, subject to clause (c) below, end on the last
     Euro-Dollar Business Day of a calendar month; and

           (c)  any Interest Period which would otherwise end after the
     Commitment Termination Date shall end on the Commitment Termination Date.

           (2)  with respect to each Money Market LIBOR Loan, the period
commencing on the date of borrowing Specified in the applicable Notice of
Borrowing and ending such whole number of months thereafter as the Borrower may
elect in accordance with Section 2.3; provided that:

           (a)  any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall



                                      8
<PAGE>   13
     be extended to the nest succeeding Euro-Dollar Business Day unless such
     Euro-Dollar Business Day falls in another calendar month, in which case
     such Interest Period shall end on the next preceding Euro-Dollar Business
     Day;

           (b)  any Interest Period which begins on the last Euro-Dollar
     Business Day of a calendar month (or on a day for which there is no
     numerically corresponding day in the calendar month at the end of such
     Interest Period) shall, subject to clause (c) below, end on the last
     Euro-Dollar Business Day of a calendar month; and

           (c)  any Interest Period which would otherwise end after the
     Commitment Termination Date shall end on the Commitment Termination Date.

           (3) with respect to each Money Market Absolute Rate Loan, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such number of days thereafter (but not less than 15 days)
as the Borrower may elect in accordance with Section 2.3; provided that:

           (a)  any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall be extended to the nest succeeding
     Euro-Dollar Business Day; and

           (b)  any Interest Period which would otherwise end after the
     Commitment Termination Date shall end on the Commitment Termination Date.

           "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

           "LIBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the London Interbank Offered Rate pursuant
to Section 2.3.

           "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset. 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.



                                      9
<PAGE>   14
           "Loan" means a Base Rate Loan, a Euro-Dollar Loan or a Money Market
Loan and "Loans" means Base Rate Loans, Euro-Dollar Loans or Money
Market Loans or any combination of the foregoing.

           "London Interbank Offered Rate" has the meaning set forth in
Section 2.7(b).

           "Material Debt" means Debt (other than the Notes) of the Borrower 
and/or one or more of its Subsidiaries, arising in one or more related or 
unrelated transactions, in an aggregate principal or face amount exceeding 
$10,000,000.

           "Material Financial Obligations" means a principal or face amount 
of Debt and/or payment obligations in respect of Derivatives
Obligations of the Borrower and/or one or more of its Subsidiaries, arising in
one or more related or unrelated transactions, exceeding in the aggregate
$10,000,000.

           "Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $5,000,000.

           "Money Market Absolute Rate" has the meaning set forth in Section 
2.3(d).

           "Money Market Absolute Rate Loan" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.

           "Money Market Lending Office" means, as to each Bank, its Domestic 
Lending Office or such other office, branch or affiliate of such Bank
as it may hereafter designate as its Money Market Lending Offices by notice to
the Borrower and the Agent; provided that any Bank may from time to time by
notice to the Borrower and the Agent designate separate Money Market Lending
Offices for its Money Market LIBOR Loans, on the one hand, and its Money Market
Absolute Rate Loans, on the other hand, in which case all references herein to
the Money Market Lending Office of such Bank shall be deemed to refer to either
or both of such offices, as the context may require.

           "Money Market LIBOR Loan" means a loan to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at
the Base Rate pursuant to Section 8.1).

           "Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

                                       10
<PAGE>   15
     "Money Market Margin" has the meaning set forth in Section 2.3(d)(ii)(c).

     "Money Market Quote" means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.3.

     "Monthly Accounting Date" means each Sunday occurring most nearly on the
last day of a calendar month (whether before or after such last day),
representing the last day of each four-week or five-week accounting period of
the Borrower.

     "Multi employer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group during
such five year period.

     "Notes" means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and "Note" means any one of such promissory notes issued hereunder.

     "Notice of Borrowing" means a Notice of Committed Borrowing or a Notice of
Money Market Borrowing.

     "Notice of Committed Borrowing" has the meaning set forth in Section 2.2.

     "Notice of Interest Rate Election" has the meaning set forth in Section
2.10.

     "Notice of Money Market Borrowing" has the meaning set forth in Section
2.3(f).

     "Parent" means, with respect to any Bank, any Person controlling such
Bank.

     "Participant" has the meaning set forth in Section 9.6(b).

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

     "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or

                                       11
<PAGE>   16
organization, including a government or political subdivision or an agency or
instrumentality thereof.

           "Plan" means at any time an employee pension benefit plan (other 
than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and either (i) is maintained, or contributed to, by any member of
the ERISA Group for employees of any member of the ERISA Group or (ii) has at
any time within the preceding five years been maintained, or contributed to, by
any Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.

           "Pricing Schedule" means the Schedule attached hereto identified as
such.

           "Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

           "Quarterly Date" means March 31, June 30, September 30 and December
31.

           "Reference Banks" means the principal London offices of Bank of 
America Illinois, Westdeutsche Landesbank Girozentrale, New York and
Cayman Islands Branches and Morgan Guaranty Trust Company of New York, and
"Reference Bank" means any one of such Reference Banks.

           "Regulation U" means Regulation U of the Board of Governors of the 
Federal Reserve System, as in effect from time to time.

           "Required Banks" means at any time Banks having at least 66-2/3% of
the aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing at least 66-2/3% of the aggregate unpaid
principal amount of the Loans.

           "Revolving Credit Period" means the period from and including the 
Closing Date to but excluding the Commitment Termination Date.

           "Subsidiary" means, as to any Person, any corporation or other 
entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or

                                       12
<PAGE>   17
indirectly owned by such Person; unless otherwise specified, "Subsidiary" means
a Subsidiary of the Borrower.

         "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed
by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

         "United States" means the United States of America, including the
States and the District of Columbia, but excluding its territories and
possessions.

         SECTION 1.2.  Accounting Terms and Determinations.  Unless otherwise
specified herein, all accounting terms 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
generally accepted accounting principles as in effect from time to time,
applied on a basis consistent (except for changes concurred in by the
Borrower's independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Banks; provided that, if the Borrower notifies
the Agent that the Borrower wishes to amend any covenant in Article 5 to
eliminate the effect of any change in generally accepted accounting principles
on the operation of such covenant (or if the Agent notifies the Borrower that
the Required Banks wish to amend Article 5 for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
generally accepted accounting principles in effect immediately before the
relevant change in generally accepted accounting principles became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Banks.

         SECTION 1.3.  Types of Borrowings.  The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to the Borrower pursuant
to Article 2 on the same date, all of which Loans are of the same type (subject
to Article 8) and, except in the case of Base Rate Loans, have the same initial
Interest Period.  Borrowings are classified for purposes of this Agreement
either by





                                      13
<PAGE>   18
reference to the pricing of Loans comprising such Borrowing (e.g., a "Fixed
Rate Borrowing" is a Euro-Dollar Borrowing or a Money Market Borrowing
(excluding any such Borrowing consisting of Money Market LIBOR Loans bearing
interest at the Base Rate pursuant to Section 8.1), and a "Euro-Dollar
Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or by reference to
the provisions of Article 2 under which participation therein is determined
(i.e., a "Committed Borrowing" is a Borrowing under Section 2.1 in which all
Banks participate in proportion to their Commitments, while a "Money Market
Borrowing" is a Borrowing under Section 2.3 in which the Bank participants are
determined on the basis of their bids in accordance therewith).

                                   ARTICLE 2

                                  THE CREDITS

         SECTION 2.1.  Commitments to Lend.  During the Revolving Credit
Period, each Bank severally agrees, on the terms and conditions set forth in
this Agreement, to make loans to the Borrower pursuant to this Section from
time to time in amounts such that the aggregate principal amount of Committed
Loans by such Bank at any one time outstanding shall not exceed the amount of
its Commitment. Each Borrowing under this Section shall be in an aggregate
principal amount of $10,000,000 or any larger multiple of $1,000,000 (except
that any such Borrowing may be in the aggregate amount available in accordance
with Section 3.2) and shall be made from the several Banks ratably in
proportion to their respective Commitments. Within the foregoing limits, the
Borrower may borrow under this Section, prepay Loans to the extent permitted by
Section 2.12 and reborrow at any time during the Revolving Credit Period under
this Section.

         SECTION 2.2.  Notice of Committed Borrowing.  The Borrower shall give
the Agent notice (a "Notice of Committed Borrowing") not later than 11:00 A.M.
(New York City time) on (x) the date of each Base Rate Borrowing and (y) the
third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

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

           (ii)  the aggregate amount of such Borrowing;

                                       14
<PAGE>   19
           (iii)  whether the Loans comprising such Borrowing are to bear
     interest initially at the Base Rate or a Euro-Dollar Rate; and

           (iv)  in the case of a Euro-Dollar Borrowing, the duration of the
     Interest Period applicable thereto, subject to the provisions of the
     definition of Interest Period.

         SECTION 2.3.  Money Market Borrowings.  (a)  The Money Market Option.
In addition to Committed Borrowings pursuant to Section 2.1, the Borrower may,
as set forth in this Section, request the Banks during the Revolving Credit
Period to make offers to make Money Market Loans to the Borrower.  The Banks
may, but shall have no obligation to, make such offers and the Borrower may,
but shall have no obligation to, accept any such offers in the manner set forth
in this Section.

         (b)  Money Market Quote Request.  When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent by facsimile transmission a Money Market Quote Request substantially in
the form of Exhibit B hereto so as to be received not later than 11:00 A.M.
(New York City time) on (x) the fifth Euro-Dollar Business Day prior to the
date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the
Domestic Business Day next preceding the date of Borrowing proposed therein, in
the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Borrower and the Agent shall have mutually agreed and shall have
notified to the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction for which such 
change is to be effective) specifying:

           (i)  the proposed date of Borrowing, which shall be a Euro-Dollar
     Business Day in the case of a LIBOR Auction or a Domestic Business Day in
     the case of an Absolute Rate Auction,

           (ii)  the aggregate amount of such Borrowing, which shall be
     $10,000,000 or a larger multiple of $1,000,000,

           (iii)  the duration of the Interest Period applicable thereto,
     subject to the provisions of the definition of Interest Period, and





                                      15
<PAGE>   20
           (iv)  whether the Money Market Quotes requested are to set forth a
     Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request.  No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Borrower and the Agent may agree) of any other Money
Market Quote Request.

         (c)  Invitation for Money Market Quotes.  Promptly upon receipt of a
Money Market Quote Request, the Agent shall send to the Banks by facsimile
transmission an Invitation for Money Market Quotes substantially in the form of
Exhibit C hereto, which shall constitute an invitation by the Borrower to each
Bank to submit Money Market Quotes offering to make the Money Market Loans to
which such Money Market Quote Request relates in accordance with this Section.

         (d)  Submission and Contents of Money Market Quotes.  (i)  Each Bank
may submit a Money Market Quote containing an offer or offers to make Money
Market Loans in response to any Invitation for Money Market Quotes.  Each Money
Market Quote must comply with the requirements of this subsection (d) and must
be submitted to the Agent by facsimile transmission at its offices specified in
or pursuant to Section 9.1 not later than (x) 2:00 P.M. (New York City time) on
the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in
the case of a LIBOR Auction or (y) 10:00 A.M. (New York City time) on the
proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as the Borrower and the Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective); provided that Money Market
Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity
of a Bank may be submitted, and may only be submitted, if the Agent or such
affiliate notifies the Borrower of the terms of the offer or offers contained
therein not later than (x) one hour prior to the deadline for the other Banks,
in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the
other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and
6, any Money Market Quote so made shall be irrevocable except with the written
consent of the Agent given on the instructions of the Borrower.

                                       16
<PAGE>   21
           (ii)  Each Money Market Quote shall be in substantially the form of
Exhibit D hereto and shall in any case specify:

           (A)  the proposed date of Borrowing,

           (B)   the principal amount of the Money Market Loan for which each
     such offer is being made, which principal amount (w) may be greater than
     or less than the Commitment of the quoting Bank, (x) must be $5,000,000 or
     a larger multiple of $1,000,000, (y) may not exceed the principal amount
     of Money Market Loans for which offers were requested and (z) may be
     subject to an aggregate limitation as to the principal amount of Money
     Market Loans for which offers being made by such quoting Bank may be
     accepted,

           (C)  in the case of a LIBOR Auction, the margin above or below the
     applicable London Interbank Offered Rate (the "Money Market Margin")
     offered for each such Money Market Loan, expressed as a percentage
     (specified to the nearest l/l0,000th of 1%) to be added to or subtracted
     from such base rate,

           (D)  in the case of an Absolute Rate Auction, the rate of interest
     per annum (specified to the nearest l/l0,000th of 1%) (the "Money Market
     Absolute Rate") offered for each such Money Market Loan, and

           (E)  the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

           (iii)  Any Money Market Quote shall be disregarded if it:

           (A)  is not substantially in conformity with Exhibit D hereto or
     does not specify all of the information required by subsection (d)(ii);

           (B)  contains qualifying, conditional or similar language;

           (C)  proposes terms other than or in addition to those set forth in
     the applicable Invitation for Money Market Quotes; or

                                       17
<PAGE>   22
           (D)  arrives after the time set forth in subsection (d)(i).

           (e)  Notice to Borrower.  The Agent shall promptly notify the
Borrower of the terms (x) of any Money Market Quote submitted by a Bank that is
in accordance with subsection (d), and (y) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market
Quote submitted by such Bank with respect to the same Money Market Quote
Request.  Any such subsequent Money Market Quote shall be disregarded by the
Agent unless such subsequent Money Market Quote is submitted solely to correct
a manifest error in such former Money Market Quote.  The Agent's notice to the
Borrower shall specify (A) the aggregate principal amount of Money Market Loans
for which offers have been received for each Interest Period specified in the
related Money Market Quote Request, (B) the respective principal amounts and
Money Market Margins or Money Market Absolute Rates, as the case may be, so
offered and (C) if applicable, limitations on the aggregate principal amount of
Money Market Loans for which offers in any single Money Market Quote may be
accepted.

         (f)  Acceptance and Notice by Borrower.  Not later than 11:00 A.M.
(New York City time) on (x) the third Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed
date of Borrowing, in the case of an Absolute Rate Auction (or, in either case,
such other time or date as the Borrower and the Agent shall have mutually
agreed and shall have notified to the Banks not later than the date of the
Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify
the Agent of its acceptance or non-acceptance of the offers so notified to it
pursuant to subsection (e). In the case of acceptance, such notice (a "Notice
of Money Market Borrowing") shall specify the aggregate principal amount of
offers for each Interest Period that are accepted. The Borrower may accept any
Money Market Quote in whole or in part; provided that:

           (i)  the aggregate principal amount of each Money Market Borrowing
     may not exceed the applicable amount set forth in the related Money Market
     Quote Request;

           (ii)  the principal amount of each Money Market Borrowing must be
     $10,000,000 or a larger multiple of $1,000,000;


                                      18
<PAGE>   23
           (iii)  acceptance of offers may only be made on the basis of
     ascending Money Market Margins or Money Market Absolute Rates, as the case
     may be; and

           (iv)   the Borrower may not accept any offer that is described in
     subsection (d)(iii) or that otherwise fails to comply with the
     requirements of this Agreement.

         (g)  Allocation by Agent.  If offers are made by two or more Banks
with the same Money Market Margins or Money Market Absolute Rates, as the case
may be, for a greater aggregate principal amount than the amount in respect of
which such offers are accepted for the related Interest Period, the principal
amount of Money Market Loans in respect of which such offers are accepted shall
be allocated by the Agent among such Banks as nearly as possible (in multiples
of $1,000,000, as the Agent may deem appropriate) in proportion to the
aggregate principal amounts of such offers.  Determinations by the Agent of the
amounts of Money Market Loans shall be conclusive in the absence of manifest
error.

         SECTION 2.4.  Notice to Banks; Funding of Loans.  (a)  Upon receipt of
a Notice of Borrowing, the Agent shall promptly notify each Bank of the
contents thereof and of such Bank's share (if any) of such Borrowing and such
Notice of Borrowing shall not thereafter be revocable by the Borrower.

         (b)  Not later than 12:00 Noon (New York City time) on the date of
each Borrowing, each Bank participating therein shall make available its share
of such Borrowing, in Federal or other funds immediately available in New York
City, to the Agent at its address referred to in Section 9.1.  Unless the Agent
determines that any applicable condition specified in Article 3 has not been
satisfied, the Agent will make the funds so received from the Banks available
to the Borrower at the Agent's aforesaid address.

         (c)  Unless the Agent shall have received notice from a Bank prior to
the date of any Borrowing that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that such Bank has
made such share available to the Agent on the date of such Borrowing in
accordance with subsection (b) of this Section and the Agent may, in reliance
upon such assumption, make available to the Borrower on such date a
corresponding amount.  If and to the extent that such Bank shall not have so
made such share available to the Agent, such Bank and the Borrower severally
agree to repay to the Agent forthwith on



                                      19
<PAGE>   24
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per
annum equal to the higher of the Federal Funds Rate and the interest rate
applicable thereto pursuant to Section 2.7 and (ii) in the case of such Bank,
the Federal Funds Rate. If such Bank shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such Bank's Loan
included in such Borrowing for purposes of this Agreement.

         SECTION 2.5.  Notes.  (a)  The Loans of each Bank shall be evidenced
by a single Note payable to the order of such Bank for the account of its
Applicable Lending Office in an amount equal to the aggregate unpaid principal
amount of such Bank's Loans.

         (b)  Each Bank may, by notice to the Borrower and the Agent, request
that its Loans of a particular type be evidenced by a separate Note in an
amount equal to the aggregate unpaid principal amount of such Loans.  Each such
Note shall be in substantially the form of Exhibit A hereto with appropriate
modifications to reflect the fact that it evidences solely Loans of the
relevant type.  Each reference in this Agreement to the "Note" of such Bank
shall be deemed to refer to and include any or all of such Notes, as the
context may require.

         (c)  Upon receipt of each Bank's Note pursuant to Section 31, the
Agent shall forward such Note to such Bank.  Each Bank shall record the date,
amount and type of each Loan made by it and the date and amount of each payment
of principal made by the Borrower with respect thereto, and may, if such Bank
so elects in connection with any transfer or enforcement of its Note, endorse
on the schedule forming a part thereof appropriate notations to evidence the
foregoing information with respect to each such Loan then outstanding; provided
that the failure of any Bank to make any such recordation or endorsement shall
not affect the obligations of the Borrower hereunder or under the Notes. Each
Bank is hereby irrevocably authorized by the Borrower so to endorse its Note
and to attach to and make a part of its Note a continuation of any such
schedule as and when required.

         SECTION 2.6.  Maturity of Loans.  (a)  The outstanding principal
balance of each Committed Loan shall be due and payable on the Commitment
Termination Date.

                                       20
<PAGE>   25
         (b)  Each Money Market Loan included in any Money Market Borrowing
shall mature, and the principal amount thereof shall be due and payable, on the
last day of the Interest Period applicable to such Borrowing.

         SECTION 2.7.  Interest Rates.  (a)  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.  Such interest shall be payable quarterly in arrears on
each Quarterly Date and, with respect to the principal amount of any Base Rate
Loan converted to a Euro-Dollar Loan, on each date a Base Rate Loan is so
converted. Any overdue principal of or 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 sum of 2% plus the rate otherwise applicable to Base Rate Loans
for such day.

         (b)  Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for
such day plus the London Interbank Offered Rate applicable to 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 three months, at intervals
of three months after the first day thereof.

         The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Reference Banks in the London interbank market at approximately
11:00 A.M. (London time) two Euro-Dollar Business Days before the first day of
such Interest Period in an amount approximately equal to the principal amount
of the Euro-Dollar Loan of such Reference Bank to which such Interest Period is
to apply and for a period of time comparable to such Interest Period.

         (c)  Any overdue principal of or 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 higher of (i) the sum of 2% plus the Euro-Dollar Margin for
such day plus the quotient obtained (rounded upward, if necessary, to the next
higher 1/100 of 1%) by dividing (x) the average (rounded upward, if necessary,
to the next higher 1/16 of 1%) of the respective rates per annum at which one
day (or, if such amount due remains unpaid more than three Euro-Dollar Business
Days, then for such other period of time not longer than three months as the
Agent may




                                      21
<PAGE>   26
select) deposits in dollars in an amount approximately equal to such overdue
payment due to each of the Reference Banks are offered to such Reference Bank
in the London interbank market for the applicable period determined as
provided above by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the
circumstances described in clause (a) or (b) of Section 8.1 shall exist, at a
rate per annum equal to the sum of 2% plus the rate applicable to Base Rate
Loans for such day) and (ii) the sum of 2% plus the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to such Loan at the date
such payment was due.

         (d)  Subject to Section 8.1, each Money Market LIBOR 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 London
Interbank Offered Rate for such Interest Period (determined in accordance with
Section 2.7(b) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 2.3. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.3. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than
three months, at intervals of three months after the first day thereof. Any
overdue principal of or interest on any Money Market Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the sum
of 2% plus the Base Rate for such day.

         (e)  The Agent shall determine each interest rate applicable to the
Loans hereunder.  The Agent shall give prompt notice to the Borrower and the
participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

         (f)  Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section.  If any Reference Bank
does not furnish a timely quotation, the Agent shall determine the relevant
interest rate on the basis of the quotation or quotations furnished by the
remaining Reference Bank or Banks or, if none of such quotations is available
on a timely basis, the provisions of Section 8.1 shall apply.

                                       22
<PAGE>   27
         SECTION 2.8. Fees.  The Borrower shall pay to the Agent for the
account of the Banks ratably a facility fee at the Facility Fee Rate
(determined daily in accordance with the Pricing Schedule).  Such facility fee
shall accrue (i) from and including the Effective Date to but excluding the
date of termination of the Commitments in their entirety, on the daily
aggregate amount of the Commitments (whether used or unused) and (ii) from and
including such date of termination to but excluding the date the Loans shall be
repaid in their entirety, on the daily aggregate outstanding principal amount
of the Loans, and shall be payable quarterly in arrears on each Quarterly Date
and on the date of termination of the Commitments in their entirety (and, if
later, the date the Loans shall be repaid in their entirety).

         SECTION 2.9.  Optional Termination or Reduction of Commitments. During
the Revolving Credit Period, the Borrower may, upon at least five Domestic
Business Days' notice to the Agent, (i) terminate the Commitments at any time,
if no Loans are outstanding at such time or (ii) ratably reduce from time to
time by an aggregate amount of $10,000,000 or a larger multiple of $1,000,000,
the aggregate amount of the Commitments in excess of the aggregate outstanding
principal amount of the Loans.

         SECTION 2.10.  Method of Electing Interest Rates.  (a)  The Loans
included in each Committed Borrowing shall bear interest initially at the type
of rate specified by the Borrower in the applicable Notice of Committed
Borrowing.  Thereafter, the Borrower may from time to time elect to change or
continue the type of interest rate borne by each Group of Loans (subject in
each case to the provisions of Article 8), as follows:

           (i) if such Loans are Base Rate Loans, the Borrower may elect to
     convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day
     and

           (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
     convert such Loans to Base Rate Loans or elect to continue such Loans as
     Euro-Dollar Loans for an additional Interest Period, subject to Section
     2.14 in the case of any such conversion or continuation effective on any
     day other than the last day of the then current Interest Period applicable
     to such Loans.

Each such election shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Agent not later than 10:00 A.M. (New York City time) on
the third

                                       23
<PAGE>   28
Euro-Dollar Business Day before the conversion or continuation selected in such
notice is to be effective. A Notice of Interest Rate Election may, if it so
specifies, apply to only a portion of the aggregate principal amount of the
relevant Group of Loans; provided that (i) such portion is allocated ratably
among the Loans comprising such Group and (ii) the portion to which such Notice
applies, and the remaining portion to which it does not apply, are each
$5,000,000 or any larger multiple of $1,000,000.

           (b)  Each Notice of Interest Rate Election shall specify:

           (i) the Group of Loans (or portion thereof) to which such notice
     applies;

           (ii) the date on which the conversion or continuation selected in
     such notice is to be effective, which shall comply with the applicable
     clause of subsection (a) above;

           (iii) if the Loans comprising such Group are to be converted, the
     new type of Loans and, if the Loans being converted are to be Euro-Dollar
     Loans, the duration of the next succeeding Interest Period applicable
     thereto; and

           (iv) if such Loans are to be continued as Euro-Dollar Loans for an
     additional Interest Period, the duration of such additional Interest
     Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the Provisions of the definition of Interest Period.

         (c)  Upon receipt of a Notice of Interest Rate Election from the
Borrower pursuant to subsection (a) above, the Agent shall promptly notify each
Bank of the contents thereof and such notice shall not thereafter be revocable
by the Borrower.  If the Borrower fails to deliver a timely Notice of Interest
Rate Election to the Agent for any Group of Euro-Dollar Loans, such Loans shall
be converted into Base Rate Loans on the last day of the then current Interest
Period applicable thereto.

         (d)  An election by the Borrower to change or continue the rate of
interest applicable to any Group of Loans pursuant to this Section shall not
constitute a "Borrowing" subject to the provisions of Section 3.2.

                                       24
<PAGE>   29
         SECTION 2.11.  Mandatory Termination of Commitments.  The Commitments
shall terminate on the Commitment Termination Date.

         SECTION 2.12.  Optional Prepayments.  (a)  Subject in the case of any
Euro-Dollar Borrowing to Section 2.14, the Borrower may, upon at least one
Euro-Dollar Business Day's notice to the Agent, prepay any Group of Base Rate
Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant
to Section 8.1) or any Group of Euro-Dollar Loans, in each case in whole at any
time, or from time to time in part in amounts aggregating $10,000,000 or any
larger multiple of $1,000,000, 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 Loans of the several
Banks included in such Group.

         (b)  Except as provided in subsection (a) above the Borrower may not
prepay all or any portion of the principal amount of any Money Market Loan
prior to the maturity thereof.

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

         SECTION 2.13.  General Provisions as to Payments.  (a)  The Borrower
shall make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the Agent
at its address referred to in Section 9.1. The Agent will promptly distribute
to each Bank its ratable share of each such payment received by the Agent for
the account of the Banks. Whenever any payment of principal of, or interest on,
the Base Rate Loans or of fees 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, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Money Market Loans shall be due on a day
which is not a Euro-Dollar Business Day, the date for




                                      25
<PAGE>   30
payment thereof shall be extended to the next succeeding Euro-Dollar Business
Day. If the date for any payment of principal is extended by operation of law
or otherwise, interest thereon shall be payable for such extended time.

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

         SECTION 2.14.  Funding Losses.  If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted (pursuant to Article 2, 6 or 8 or otherwise) on any day other than
the last day of an Interest Period applicable thereto, or the last day of an
applicable period fixed pursuant to Section 2.7(c), or if the Borrower fails to
borrows prepay or convert any Fixed Rate Loans after notice has been given to
any Bank in accordance with Section 2.4(a), 2.10(c) or 2.12(c), the Borrower
shall reimburse each Bank within 15 days after demand for any resulting loss or
expense incurred by it (or by an existing or prospective Participant in the
related Loan), including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, but excluding loss of
margin for the period after any such payment or conversion or failure to
borrow, prepay or convert, provided that such Bank shall have delivered to the
Borrower a certificate setting forth in reasonable detail the calculation of
the amount of such loss or expense, which amount shall be conclusive if
reasonably calculated.

         SECTION 2.15.  Regulation D Compensation.  Each Bank may require the
Borrower to pay, contemporaneously with each payment of interest on the
Euro-Dollar Loans, additional interest on the related Euro-Dollar Loan of such
Bank at a rate per annum determined by such Bank up to but not exceeding the
excess of (i) (A) the applicable London Interbank Offered Rate divided by (B)
one minus the Euro-Dollar Reserve Percentage over (ii) the applicable London
Interbank Offered Rate. Any Bank wishing to require

                                       26
<PAGE>   31
payment of such additional interest (x) shall so notify the Borrower and the
Agent, in which case such additional interest on the Euro-Dollar Loans of such
Bank shall be payable to such Bank at the place indicated in such notice with
respect to each Interest Period commencing at least three Euro-Dollar Business
Days after the giving of such notice and (y) shall notify the Borrower at least
five Euro-Dollar Business Days prior to each date on which interest is payable
on the Euro-Dollar Loans of the amount then due it under this Section.

         SECTION 2.16.  Computation of Interest and Fees.  Interest based on
the Prime Rate hereunder shall be computed on the basis of a year of 365 days
(or 366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excludinq the last day).  All other interest and
fees 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).

         SECTION 2.17.  Change of Control.  If a Change of Control shall occur
(i) the Borrower will, within ten days after the occurrence thereof, give each
Bank notice thereof and shall describe in reasonable detail the facts and
circumstances giving rise thereto and (ii) each Bank may, by three Domestic
Business Days' notice to the Borrower and the Agent given not later than 30
days after such Change of Control, terminate its Commitment, which shall
thereupon be terminated, and declare the Note held by it (together with accrued
interest thereon) and any other amounts payable hereunder for its account to
be, and such Note and such other amounts 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.

         For purposes of this Section, the following terms have the following
meanings:

           A "Change of Control" shall occur if (i) any person or group of
     persons (within the meaning of Section 13 or 14 of the Securities Exchange
     Act of 1934, as amended) shall have acquired beneficial ownership (within
     the meaning of Rule 13d-3 promulgated by the Securities and Exchange
     Commission under said Act) of 20% or more in voting power of the
     outstanding Voting Stock of the Borrower or (ii) during any period of 12
     consecutive calendar months, individuals who were directors of the
     Borrower on the first day of such period (together with individuals whose
     nomination for election or election as directors were recommended or





                                      27
<PAGE>   32
approved by a majority of such directors on such first day) shall cease to
constitute a majority of the board of directors of the Borrower.

    "Voting Stock" means capital stock of any class or classes (however
designated) having ordinary voting power for the election of directors of the
Borrower, other than stock having such power only by reason of the happening of
a contingency.

                                   ARTICLE 3

                                   CONDITIONS

          SECTION 3.1.  Closing.  The closing hereunder shall occur upon
receipt by the Agent of the following documents, each dated the Closing Date
unless otherwise indicated:

           (a)  a duly executed Note for the account of each Bank dated on or
     before the Closing Date complying with the provisions of Section 2.5;

           (b)  an opinion of Eric A. Blanchard, Esq., general counsel of the
     Borrower, substantially in the form of Exhibit E hereto and covering such
     additional matters relating to the transactions contemplated hereby as the
     Required Banks may reasonably request;

           (c)  an opinion of Davis Polk & Wardwell, special counsel for the
     Agent, substantially in the form of Exhibit F hereto and covering such
     additional matters relating to the transactions contemplated hereby as the
     Required Banks may reasonably request;

           (d)  evidence satisfactory to it that the unused portion of the
     commitments under the Existing Credit Agreement have terminated; and

           (e)  all documents the Agent 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 Agent.

The Agent shall promptly notify the Borrower and the Banks of the Closing Date,
and such notice shall be conclusive and binding on all parties hereto.

                                       28
<PAGE>   33
         SECTION 3.2.  Borrowings.  The obligation of any Bank to make a Loan
on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

           (a)  the fact that the Closing Date shall have occurred on or prior
     to March 15, 1995;

           (b)  receipt by the Agent of a Notice of Borrowing as required by
     Section 2.2 or 2.3, as the case may be;

           (c)  the fact that, immediately after such Borrowing, the aggregate
     outstanding principal amount of the Loans will not exceed the aggregate
     amount of the Commitments;

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

           (e)  the fact that the representations and warranties of the
     Borrower contained in this Agreement shall be true on and as of the date
     of such Borrowing.

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(c), (d) and (e) of this Section.

                                   ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants that:

         SECTION 4.1.  Corporate Existence and Power.  The Borrower is a 
corporation duly incorporated, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and has all corporate
powers and all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.

         SECTION 4.2.  Corporate and Governmental Authorization; No
Contravention.  The execution, delivery and performance by the Borrower of
this Agreement and the Notes are within the corporate powers of the Borrower,
have been duly authorized by all necessary corporate action, require no action
by or in respect of, or filing with, any governmental body, agency or official
and do not contravene,

                                       29
<PAGE>   34
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 of any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Borrower or any of its Subsidiaries or result in the creation or imposition
of any Lien on any asset of the Borrower or any of its Subsidiaries.

         SECTION 4.3.  Binding Effect.  This Agreement constitutes a valid and
binding agreement of the Borrower and each Note, when executed and delivered in
accordance with this Agreement, will constitute a valid and binding obligation
of the Borrower, in each case enforceable in accordance with its terms.

         SECTION 4.4.  Financial Information.  (a)  The consolidated statement
of financial position of the Borrower and its Consolidated Subsidiaries as of
May 29, 1994 and the related consolidated statements of income and cash flows
for the Fiscal Year then ended, reported on by Price Waterhouse and set forth
in the Borrower's 1994 Form 10-K, a copy of which has been delivered to each of
the Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such Fiscal Year.

         (b)   The unaudited condensed consolidated statement of financial
position of the Borrower and its Consolidated Subsidiaries as of November 27,
1994 and the related unaudited condensed consolidated statements of income and
cash flows for the six months then ended, set forth in the Borrower's Latest
Form 10-Q, a copy of which has been delivered to each of the Banks, fairly
present, in conformity with generally accepted accounting principles (other
than with respect to omission of footnote disclosure and other information, all
to the extent permitted to be omitted from a filing on Form 10-Q filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934) applied on a basis consistent with the financial statements referred to
in subsection (a) of this Section, the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such six month period
(subject to normal year-end adjustments).

         (c)  Since November 27, 1994 there has been no material adverse change
in the business, financial position, results of operations or prospects of the
Borrower and its Consolidated Subsidiaries, considered as a whole.




                                      30
<PAGE>   35
         SECTION 4.5.  Litigation.  There is no action, suit or proceeding
pending against, 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 in which there is a
reasonable probability 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 draws into question the validity of this
Agreement or the Notes.

         SECTION 4.6.  Compliance with ERISA.  Each member of the ERISA Group
has fulfilled its obligations under the minimum funding standards of ERISA and
the Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan.  No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of
the Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting
of a bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any liability under Title IV of ERISA other than a liability to the
PBGC for premiums under Section 4007 of ERISA.

         SECTION 4.7.  Environmental Matters.  In the ordinary course of its
business, the Borrower conducts an ongoing review of the effect of material
Environmental and Health Laws on the business, operations and properties of the
Borrower and its Subsidiaries, in the course of which it identifies and
evaluates associated liabilities and costs (including, without limitation, any
capital or operating expenditures required for clean-up or closure of
properties presently or previously owned, any capital or operating expenditures
required to achieve or maintain compliance with environmental protection
standards imposed by law or as a condition of any license, permit or contract,
any related constraints on operating activities, including any periodic or
permanent shutdown of any facility or reduction in the level of or change in
the nature of operations conducted thereat, any costs or liabilities in
connection with off-site disposal of wastes or Hazardous Substances, and any
actual or potential liabilities to third parties, including employees, and any
related costs and expenses).  On the basis of this review, the Borrower has
reasonably concluded that such associated liabilities and costs, including the

                                       31
<PAGE>   36
costs of compliance with Environmental and Health Laws, are unlikely to have a
material adverse effect on the business, financial condition, results of
operations or prospects of the Borrower and its Consolidated Subsidiaries,
considered as a whole.

         SECTION 4.8.  Taxes.  The Borrower and its Subsidiaries have filed all
United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Borrower or any
Subsidiary.  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.

         SECTION 4.9.  Subsidiaries.  Each of the Borrower's corporate
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

         SECTION 4.10.  Regulatory Restrictions on Borrowing.  The Borrower is
not an "investment company" within the meaning of the Investment Company Act of
1940, as amended, a "holding company" within the meaning of the Public Utility
Holding Company Act of 1935, as amended, or otherwise subject to any regulatory
scheme which restricts its ability to incur debt.

         SECTION 4.11.  Liens.  Except as permitted pursuant to Section 5.9,
there are no Liens on any asset owned by the Borrower or any Subsidiary.

         SECTION 4.12.  Full Disclosure.  All information heretofore furnished
by the Borrower to the Agent or any Bank 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 Agent or any Bank will
be, true and accurate in all material respects on the date as of which such
information is stated or certified.  The Borrower has disclosed to the Banks in
writing any and all facts which materially and adversely affect or may affect
(to the extent the Borrower can now reasonably foresee), the business,
operations or financial condition of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or the ability of the Borrower to perform its
obligations under this Agreement.




                                      32
<PAGE>   37
                                   ARTICLE 5

                                   COVENANTS

          The Borrower agrees that, so long as any Bank has any Commitment
hereunder or any amount payable under any Note remains unpaid:

         SECTION 5.1.  Information.  The Borrower will deliver to each of the
Banks:
           (a)  as soon as available and in any event within 120 days after the
     end of each Fiscal Year of the Borrower, a consolidated statement of
     financial position of the Borrower and its Consolidated Subsidiaries as of
     the end of such Fiscal Year and the related consolidated statements of
     income and cash flows for such Fiscal Year, setting forth in each case in
     comparative form the figures for the previous Fiscal Year, all reported on
     in a manner acceptable to the Securities and Exchange Commission and
     audited by Price Waterhouse or other independent public accountants of
     nationally recognized standing;

           (b)  as soon as available and in any event within 60 days after the
     end of each of the first three quarters of each Fiscal Year of the
     Borrower, a condensed consolidated statement of financial position of the
     Borrower and its Consolidated Subsidiaries as of the end of such quarter
     and the related condensed consolidated statements of income and cash flows
     for such quarter and for the portion of the Borrower's Fiscal Year ended
     at the end of such quarter, setting forth in the case of such statements
     of income and cash flows, in comparative form the figures for the
     corresponding quarter and the corresponding portion of the Borrower's
     previous Fiscal Year, all certified (subject to normal year-end
     adjustments) as to fairness of presentation, generally accepted accounting
     principles (other than for footnote presentation and similar disclosure)
     and consistency by the chief financial officer or the chief accounting
     officer of the Borrower;

           (c)  simultaneously with the delivery of each set of financial
     statements referred to in clauses (a) and (b) above, a 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 5.9 to



                                      33
<PAGE>   38
     5.11, inclusive, on the date of such financial statements and (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;

           (d)  within five days after any officer of the Borrower obtains
     knowledge of any Default, if such Default is then continuing, 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;

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

           (f)  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 reports on Forms 10-K, 10-Q
     and 8-K (or their equivalents) which the Borrower shall have filed with
     the Securities and Exchange Commission;

           (g)  if and when any member of the ERISA 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
     or notice that any Multiemployer Plan is in reorganization, is insolvent
     or has been terminated, a copy of such notice; (iii) receives notice from
     the PBGC under Title IV of ERISA of an intent to terminate, impose
     liability (other than for premiums under Section 4007 of ERISA) in respect
     of, or appoint a trustee to administer any Plan, a copy of such notice;
     (iv) applies for a waiver of the minimum funding standard under Section
     412 of the Internal Revenue Code, a copy of such application; (v) gives
     notice of intent to terminate any Plan under Section 4041(c) of ERISA, a
     copy of such notice and other information filed with the PBGC; (vi) gives
     notice of withdrawal from any Plan pursuant to Section



                                      34
<PAGE>   39
     4063 of ERISA, a copy of such notice; or (vii) fails to make any payment
     or contribution to any Plan or Multiemployer Plan or in respect of any
     Benefit Arrangement or makes any amendment to any Plan or Benefit
     Arrangement which has resulted or could result in the imposition of a Lien
     or the posting of a bond or other security, a certificate of the chief
     financial officer or the chief accounting officer of the Borrower setting
     forth details as to such occurrence and action, if any, which the Borrower
     or applicable member of the ERISA Group is required or proposes to take;
     and

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

         SECTION 5.2.  Payment of Obligations.  The Borrower will pay and
discharge, and will cause each Subsidiary to pay and discharge, at or before
maturity, all their respective material obligations and liabilities (including,
without limitation, tax liabilities and claims of materialmen, warehousemen
and the like which if unpaid might by law give rise to a Lien), except where
the same may be contested in good faith by appropriate proceedings, and will
maintain, and will cause each Subsidiary to maintain, in accordance with
generally accepted accounting principles, appropriate reserves for the accrual
of any of the same.

         SECTION 5.3.  Maintenance of Property; Insurance.  (a)  The Borrower
will keep, and will cause each Subsidiary to keep, all property useful and
necessary in its business in good working order and condition, ordinary wear
and tear excepted.

         (b)  The Borrower will, 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 responsible insurance companies, insurance on all
their respective properties in at least such amounts, against at least such
risks and with such risk retention as are usually maintained, insured against
or retained, as the case may be, in the same general area by companies of
established repute engaged in the same or a similar business; and will furnish
to the Banks, upon request from the Agent, information presented in reasonable
detail as to the insurance so carried.

         SECTION 5.4.  Conduct of Business and Maintenance of Existence.  The
Borrower will continue, and will cause each Subsidiary to continue, to engage
in business of the




                                      35
<PAGE>   40
same general type as now conducted by the Borrower and its Subsidiaries, and
will preserve, renew and keep in full force and effect, and will cause each
Subsidiary to preserve, renew and keep in full force and effect their
respective corporate existence and their respective rights, privileges and
franchises necessary or desirable in the normal conduct of business; provided
that nothing in this Section 5.4 shall prohibit (i) the merger of a Subsidiary
into the Borrower or the merger or consolidation of a Subsidiary with or into
another Person if the corporation surviving such consolidation or merger is a
Subsidiary and if, in each case, after giving effect thereto, no Default shall
have occurred and be continuing or (ii) the termination of the corporate
existence of any Subsidiary if the Borrower in good faith determines that such
termination is in the best interest of the Borrower and is not materially
disadvantageous to the Banks.

         SECTION 5.5.  Compliance with laws.  The Borrower will comply, and
cause each Subsidiary to comply, in all material respects with all applicable
laws, ordinances, rules, regulations, and requirements of governmental
authorities (including, without limitation, Environmental and Health Laws and
ERISA and the rules and regulations thereunder) except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings.

         SECTION 5.6.  Inspection of Property, Books and Records.  The
Borrower will keep, and will cause each Subsidiary to keep, proper books of
record and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities; and will
permit, and will cause each Subsidiary to permit, representatives of any Bank
at such Bank's expense 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, all at such
reasonable times, upon such reasonable notice and as often as may reasonably be
desired.

         SECTION 5.7.  Mergers and Sales of Assets.  The Borrower will not (i)
consolidate or merge with or into any other Person or (ii) sell, lease or
otherwise transfer, directly or indirectly, all or any substantial part of the
assets of the Borrower and its Subsidiaries, taken as a whole, to any other
Person; provided that the Borrower may merge with another Person if (x) the
Borrower is the corporation surviving such merger and (y) after giving

                                       36
<PAGE>   41
effect to such merger, no Default shall have occurred and be continuing.

         SECTION 5.8.  Use of Proceeds.  The proceeds of the Loans made under
this Agreement will be used by the Borrower for general corporate purposes.
None of such proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of buying or carrying any "margin
stock" within the meaning of Regulation U.

         SECTION 5.9.  Negative Pledge.  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, except:

           (a)  Liens existing on the date of this Agreement securing Debt
     outstanding on the date of this Agreement in an aggregate principal or
     face amount not exceeding $15,000,000;

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

           (c)  any Lien on any asset securing Debt incurred or assumed for
     the purpose of financing all or any part of the cost of acquiring such
     asset, provided that such Lien attaches to such asset concurrently with or
     within 90 days after the acquisition thereof;

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

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

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

                                       37
<PAGE>   42
           (g)  Liens arising in the ordinary course of its business which (i)
     do not secure Debt or Derivatives Obligations, (ii) do not secure any
     obligation in an amount, in aggregate together with the amount of all
     other obligations then secured by Liens pursuant to this clause (g),
     exceeding $50,000,000 and (iii) do not in the aggregate materially detract
     from the value of its assets or materially impair the use thereof in the
     operation of its business;

           (h)  Liens on cash and cash equivalents securing Derivatives
     Obligations, provided that the aggregate amount of cash and cash
     equivalents subject to such Liens may at no time exceed $10,000,000; and

           (i)  Liens not otherwise permitted by the foregoing clauses of this
     Section, securing Debt in an aggregate principal or face amount at any
     date not to exceed 5% of the consolidated stockholders' equity of the
     Borrower and its Consolidated Subsidiaries, determined as of such date.

         SECTION 5.10.  Adjusted Debt to Adjusted Total Capital.  The ratio of
(i) Adjusted Consolidated Debt to (ii) the sum of Adjusted Consolidated Debt
plus consolidated stockholders' equity of the Borrower and its Consolidated
Subsidiaries (including for this purpose any amount attributable to stock which
is required to be redeemed or is redeemable at the option of the holder, if
certain events or conditions occur or exist or otherwise), in each case
determined at such date, shall at no time exceed 0.5 to 1.0.

         SECTION 5.11.  Fixed Charge Coverage Ratio.  As of the last day of each
fiscal quarter of the Borrower ending during each period set forth below, the
ratio of (i) Consolidated EBIT to (ii) Consolidated Interest Expense, in each
case for the four consecutive fiscal quarters of the Borrower and its
Consolidated Subsidiaries ending on such day, shall not be less than 3.0 to 1.0.

                                       38





<PAGE>   43
                                   ARTICLE 6

                                    DEFAULTS

         SECTION 6.1.  Events of Default.  If one or more of the following
events ("Events of Default") shall have occurred and be continuing:

           (a)  the Borrower shall fail to pay (i) when due any principal of
     any Loan or (ii) within five days when due, any interest, any fees or any
     other amount payable hereunder;

           (b)  the Borrower shall fail to observe or perform any covenant
     contained in Article 5, other than those contained in Sections 5.1 through
     5.6;

           (c) the Borrower shall fail to observe or perform any covenant or
     agreement contained in this Agreement (other than those covered by clause
     (a) or (b) above) for 10 days after notice thereof has been given to the
     Borrower by the Agent at the request of any Bank;

           (d)  any representation, warranty, certification or statement made
     by the Borrower in 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);

           (e)  the Borrower or any Subsidiary shall fail to make any payment
     in respect of any Material Financial Obligations when due or within any
     applicable grace period;

           (f)  any event or condition shall occur which results in the
     acceleration of the maturity of any Material Debt or enables (or, with the
     giving of notice or lapse of time or both, would enable) the holder of
     such Debt or any Person acting on such holder's behalf to accelerate the
     maturity thereof;

           (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,





                                      39
<PAGE>   44
     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 to pay its debts as they become due,
     or shall take any corporate action to authorize any of the foregoing;

           (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 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;

           (i)  any member of the ERISA Group shall fail to pay when due an
     amount or amounts aggregating in excess of $5,000,000 which it shall have
     become liable to pay under Title IV of ERISA; or notice of intent to
     terminate a Material Plan shall be filed under Title IV of ERISA by any
     member of the ERISA Group, any plan administrator or any combination of
     the foregoing; or the PBGC shall institute proceedings under Title IV of
     ERISA to terminate, to impose liability (other than for premiums under
     Section 4007 of ERISA) in respect of, or to cause a trustee to be
     appointed to administer any Material Plan; or a condition shall exist by
     reason of which the PBGC would be entitled to obtain a decree adjudicating
     that any Material Plan must be terminated; or there shall occur a complete
     or partial withdrawal from, or a default, within the meaning of Section
     4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans
     which could cause one or more members of the ERISA Group to incur a
     current payment obligation in excess of $5,000,000; or

           (j)  judgments or orders for the payment of money in excess of
     $5,000,000 shall be rendered against the Borrower or any Subsidiary and
     such judgments or orders shall continue unsatisfied and unstayed for a
     period of 10 days;



                                      40
<PAGE>   45
then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding more than 50% of the aggregate principal amount of
the Loans, by notice to the Borrower declare the Loans (together with accrued
interest thereon) to be, and the Loans 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; provided that in the case of
any of the Events of Default specified in clause (g) or (h) above with respect
to the Borrower, without any notice to the Borrower or any other act by the
Agent or the Banks, the Commitments shall thereupon automatically terminate and
the Loans (together with accrued interest thereon) shall automatically  become
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower.

        SECTION 6.2.  Notice of Default.  The Agent shall give notice to the
Borrower under Section 6.1(c) promptly upon being requested to do so by any
Bank and shall thereupon notify all the Banks thereof.

                                   ARTICLE 7

                                   THE AGENT


         SECTION 7.1.  Appointment and Authorization.  Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement and the Notes as are
delegated to the Agent by the terms hereof or thereof, together with all such
powers as are reasonably incidental thereto.

         SECTION 7.2.  Agents and Affiliates.  Each of Morgan Guaranty Trust
Company of New York and Harris Trust & Savings Bank shall have the same rights
and powers under this Agreement as any other bank and may exercise or refrain
from exercising the same as though it were not the Agent or Co-Agent, as the
case may be, and each of Morgan Guaranty Trust Company of New York and Harris
Trust & Savings Bank and its respective affiliates may accept deposits from,
lend money to, and generally engage in any kind of business with the Borrower 
or any Subsidiary or affiliate of the Borrower as if it were not the Agent or
Co-Agent, as the case may be.



                                      41
<PAGE>   46
         SECTION 7.3.  Action by Agent.  The obligations of the Agent hereunder
are only those expressly set forth herein.  Without limiting the generality of
the foregoing, the Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article 6.

         SECTION 7.4.  Consultation with Experts.  The Agent may consult with
legal counsel (who may be counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

         SECTION 7.5.  Liability of Agent.  Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks or (ii) in the
absence of its own gross negligence or willful misconduct.  Neither the Agent
nor any of its affiliates nor any of their respective directors, officers,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into or verify (i) any statement, warranty or representation made in
connection with this Agreement or any borrowing hereunder; (ii) the performance
or observance of any of the covenants or agreements of the Borrower; (iii) the
satisfaction of any condition specified in Article 3, escept receipt of items
required to be delivered to the Agent; or (iv) the validity, effectiveness or
genuineness of this Agreement, the Notes or any other instrument or writing
furnished in connection herewith. The Agent shall not incur any liability by
acting in reliance upon any notice, consent, certificate, statement, or other
writing (which may be a bank wire, telex, facsimile transmission or similar
writing) believed by it to be genuine or to be signed by the proper party or
parties.

         SECTION 7.6.  Indemnification.  Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with this Agreement or any action taken or
omitted by such indemnitees hereunder.




                                      42
<PAGE>   47
         SECTION 7.7.  Credit Decision.  Each Bank acknowledges that it has,
independently and without reliance upon the Agent, the Co-Agent or any other
Bank, and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.  Each
Bank also acknowledges that it will, independently and without reliance upon
the Agent, the Co-Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking any action under this Agreement.

         SECTION 7.8.  Successor Agent.  The Agent may resign at any time by
giving notice thereof to the Banks and the Borrower. Upon any such resignation,
the Required Banks shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Required Banks, and shall
have accepted such appointment, within 30 days after the retiring Agent gives
notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of its appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. After any retiring
Agent's resignation hereunder as Agent, the provisions of this Article shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent.

         SECTION 7.9.  Agent's Fee.  The Borrower shall pay to the Agent for
its own account fees in the amounts and at the times previously agreed upon
between the Borrower and the Agent.

         SECTION 7.10.  Co-Agent.  The Co-Agent shall have no responsibility or
obligation under this agreement in its capacity as Co-Agent.

                                   ARTICLE 8

                            CHANGE IN CIRCUMSTANCES

            SECTION 8.1.  Basis for Determining Interest Rate Inadequate or
Unfair.  If on or prior to the first day of




                                      43
<PAGE>   48
any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan:

           (a)  the Agent is advised by the Reference Banks that deposits in
     dollars (in the applicable amounts) are not being offered to the Reference
     Banks in the London interbank market for such Interest Period, or

           (b)  in the case of Euro-Dollar Loans, Banks having 50% or more of
     the aggregate principal amount of the affected Loans advise the Agent that
     the London Interbank Offered Rate as determined by the Agent will not
     adequately and fairly reflect the cost to such Banks of funding their
     Euro-Dollar Loans for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, (i) the obligations of the Banks to
make Euro-Dollar Loans or to continue or convert outstanding Loans as or into
Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan
shall be converted into a Base Rate Loan on the last day of the then current
Interest Period applicable thereto.  Unless the Borrower notifies the Agent at
least two Domestic Business Days before the date of any Fixed Rate Borrowing
for which a Notice of Borrowing has previously been given that it elects not to
borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing,
such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such
Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR
Loans comprising such Borrowing shall bear interest for each day from and
including the first day to but excluding the last day of the Interest Period
applicable thereto at the Base Rate for such day.

         SECTION 8.2.  Illegality.  If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, 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, or
compliance by any Bank (or its Euro-Dollar Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Loans and such Bank shall so notify the Agent, the Agent shall
forthwith give notice thereof to the



                                      44
<PAGE>   49
other Banks and the Borrower, whereupon until such Bank notifies the Borrower
and the Agent that the circumstances giving rise to such suspension no longer
exist, the obligation of such Bank to make Euro-Dollar Loans, or to convert 
outstanding Loans into Euro-Dollar Loans, shall be suspended. Before giving 
any notice to the Agent pursuant to this Section, such Bank shall designate a 
different Euro-Dollar Lending Office if such designation will avoid the need 
for giving such notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such notice is given, each Euro-Dollar Loan of
such Bank then outstanding shall be converted to a Base Rate Loan either (a) on
the last day of the then current Interest Period applicable to such Euro-Dollar
Loan if such Bank may lawfully continue to maintain and fund such Loan to such
day or (b) immediately if such Bank shall determine that it may not lawfully
continue to maintain and fund such Loan to such day.

         SECTION 8.3.  Increased Cost and Reduced Return.  (a)  If on or after
(x) the date hereof, in the case of any Committed Loan or any obligation to
make Committed Loans or (y) the date of the related Money Market Quote, in the
case of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, 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, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall impose, modify
or deem applicable any reserve (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal Reserve System,
but excluding any such requirement included in an applicable Euro-Dollar
Reserve Percentage), special deposit, insurance assessment or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Bank (or its Applicable Lending Office) or shall impose on any
Bank (or its Applicable Lending Office) or the London interbank market any
other condition affecting its Fixed Rate Loans, its Note or its obligation to
make Fixed Rate Loans and the result of any of the foregoing is to increase the
cost to such Bank (or its Applicable Lending Office) of making or maintaining
any Fixed Rate Loan, or to reduce the amount of any sum received or receivable
by such Bank (or its Applicable Lending Office) under this Agreement or under
its Note with respect thereto, by an amount deemed by such Bank to be material,
then, within 15 days after demand by such Bank (with a copy to the Agent), the
Borrower shall pay




                                      45

<PAGE>   50
to such Bank such additional amount or amounts as will compensate such Bank for
such increased cost or reduction.

         (b)  If any Bank shall have determined that, after the date hereof,
the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change in any such law, rule or regulation, 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, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, (including any determination by any such authority, central
bank or comparable agency that, for purposes of capital adequacy requirements,
the Commitments hereunder do not constitute commitments with an original
maturity of one year or less) has or would have the effect of reducing the rate
of return on capital of such Bank (or its Parent) as a consequence of such
Bank's obligations hereunder to a level below that which such Bank (or its
Parent) could have achieved but for such adoption, change, request or directive
(taking into consideration its policies with respect to capital adequacy) by an
amount deemed by such Bank to be material, then from time to time, within 15
days after demand by such Bank (with a copy to the Agent), the Borrower shall
pay to such Bank such additional amount or amounts as will compensate such Bank
(or its Parent) for such reduction.

         (c)  Each Bank will promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank 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 Bank, be
otherwise disadvantageous to such Bank. A certificate of any Bank claiming
compensation under this Section and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods.

         SECTION 8.4.  Taxes.  (a) for the purposes of this Section 8.4(a), the
following terms have the following meanings:

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment by the
Borrower pursuant to this Agreement or under any Note, and all liabilities with


                                      46
<PAGE>   51
respect thereto, excluding (i) in the case of each Bank and the Agent, taxes
imposed on its income, and franchise or similar taxes imposed on it, by a
jurisdiction under the laws of which such Bank or the Agent (as the case may
be) is organized or in which its principal executive office is located or, in
the case of each Bank, in which its Applicable Lending Office is located and
(ii) in the case of each Bank, any United States withholding tax imposed on
such payments but only to the extent that such Bank is subject to United States
withholding tax at the time such Bank first becomes a party to this Agreement.

         "Other Taxes" means any present or future stamp or documentary taxes
and any other excise or property taxes, or similar charges or levies, which
arise from any payment made pursuant to this Agreement or under any Note or
from the execution or delivery of, or otherwise with respect to, this
Agreement or any Note.

         (b)  Any and all payments by the Borrower to or for the account of any
Bank or the Agent hereunder or under any Note shall be made without deduction
for any Taxes or Other Taxes; provided that, if the Borrower shall be required
by law to deduct any Taxes or other Taxes from any such payments, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) such Bank or the Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Borrower shall furnish to the
Agent, at its address referred to in Section 9.1, the original or a certified
copy of a receipt evidencing payment thereof.

         (c) The Borrower agrees to indemnify each Bank and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes
or Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by such Bank or the Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or
with respect thereto. This indemnification shall be paid within 15 days after
such Bank or the Agent (as the case may be) makes demand therefor.

         (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the




                                      47
<PAGE>   52
case of each Bank listed on the signature pages hereof and on or prior to the
date on which it becomes a Bank in the case of each other Bank, and from time
to time thereafter if requested in writing by the Borrower (but only so long as
such Bank remains lawfully able to do so), shall provide the Borrower with
Internal Revenue Service form 1001 or 4224, as appropriate, or any successor
form prescribed by the Internal Revenue Service, certifying that such Bank is
entitled to benefits under an income tax treaty to which the United States is a
party which exempts the Bank from United States withholding tax or reduces the
rate of withholding tax on payments of interest for the account of such Bank or
certifying that the income receivable pursuant to this Agreement is effectively
connected with the conduct of a trade or business in the United States.

         (e)  For any period with respect to which a Bank has failed to provide
the Borrower with the appropriate form pursuant to Section 8.4(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which such form originally was required to be provided) such Bank
shall not be entitled to indemnification under Section 8.4(b) or (c) with
respect to Taxes imposed by the United States; provided that if a Bank, which
is otherwise exempt from or subject to a reduced rate of withholding tax,
becomes subject to Taxes because of such Bank's failure to deliver a form
required hereunder, the Borrower shall take such steps as such Bank shall 
reasonably request to assist such Bank to recover such Taxes.

         (f)  If the Borrower is required to pay additional amounts to or for
the account of any Bank pursuant to this Section, then such Bank will change
the jurisdiction of its Applicable Lending Office if, in the judgment of such
Bank, such change (i) will eliminate or reduce any such additional payment
which may thereafter accrue and (ii) is not otherwise disadvantageous to such
Bank.

         SECTION 8.5.  Base Rate Loans Substituted for Affected Euro-Dollar
Loans.  If (i) the obligation of any Bank to make, or convert outstanding Loans
to, Euro-Dollar Loans has been suspended pursuant to Section 8.2 or (ii) any
Bank has demanded compensation under Section 8.3 or 8.4 with respect to its
Euro-Dollar Loans and the Borrower shall, by at least five Euro-Dollar Business
Days' prior notice to such Bank through the Agent, have elected that the
provisions of this Section shall apply to such Bank, then, unless and until
such Bank notifies the Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist:



                                      48
<PAGE>   53
           (a)  all Loans which would otherwise be made by such Bank as (or
     continued as or converted into) Euro-Dollar Loans shall instead be Base
     Rate Loans (on which interest and principal shall be payable
     contemporaneously with the related Euro-Dollar Loans of the other Banks);
     and

           (b)  after each of its Euro-Dollar Loans has been repaid (or
     converted to a Base Rate Loan), 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.

If such Bank notifies the Borrower that the circumstances giving rise to such
notice no longer apply, the principal amount of each such Base Rate Loan shall
be converted into a Euro-Dollar Loan on the first day of the next succeeding
Interest Period applicable to the related Euro-Dollar Loans of the other Banks.

         SECTION 8.6.  Substitution of Bank.  If (i) the obligation of any Bank
to make Euro-Dollar Loans has been suspended pursuant to Section 8.2 or (ii)
any Bank has demanded compensation under Section 8.3 or 8.4, the Borrower shall
have the right, with the assistance of the Agent, to seek a mutually
satisfactory substitute bank or banks (which may be one or more of the Banks)
to purchase the Note and assume the Commitment of such Bank.

                                   ARTICLE 9

                                 MISCELLANEOUS

             SECTION 9.1.  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile transmission or similar writing) and shall be given to such
party: (a) in the case of the Borrower or the Agent, at its address, facsimile
number or telex number set forth on the signature pages hereof, (b) in the case
of any Bank, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (c) in the case of any party, such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the Agent and the Borrower.  Each such notice,
request or other communication shall be effective (i) if given by telex, when
such telex is transmitted to the telex number specified in this Section and the
appropriate answerback is received, (ii) if given by facsimile




                                      49
<PAGE>   54
transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (iii) if given by mail,
72 hours after such communication is deposited in the U.S. mails with first
class postage prepaid, addressed as aforesaid or (iv) if given by any other
means, when delivered at the address specified in this Section; provided that
notices to the Agent under Article 2 or Article 8 shall not be effective until
received.

        SECTION 9.2.  No Waivers.  No failure or delay by the Agent or any Bank
in exercising any right, power or privilege hereunder or under any Note 
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 9.3.  Expenses; Indemnification.  (a)  The Borrower shall pay
(i) all reasonable out-of-pocket expenses of the Agent, including reasonable
fees and disbursements of special counsel for the Agent, in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses
incurred by the Agent and each Bank, including (without duplication) the
reasonable fees and disbursements of outside counsel, in connection with such
Event of Default and collection, bankruptcy, insolvency and other enforcement
proceedings resulting therefrom.

        (b)  The Borrower agrees to indemnify the Agent and each Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in
connection with any investigative, administrative or judicial proceeding
(whether or not such Indemnitee shall be designated a party thereto) brought or
threatened relating to or arising out of this Agreement or any actual or
proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall
have the right to be indemnified hereunder for such Indemnitee's own gross
negligence or willful misconduct as determined by a court of competent
jurisdiction.

                                      50
<PAGE>   55
        SECTION 9.4. Sharing of Set-Offs. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment
of a proportion of the aggregate amount of principal and interest due with
respect to any Note held by it which is greater than the proportion received by
any other Bank in respect of the aggregate amount of principal and interest due
with respect to any Note held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Notes
held by the other Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with respect to
the Notes held by the Banks shall be shared by the Banks pro rata; provided
that nothing in this Section shall impair the right of any Bank to exercise any
right of set-off 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 hereunder. 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 set-off 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 9.5. Amendments and Waivers. Any provision of this Agreement
or the Notes 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 Banks (and, if the
rights or duties of the Agent are affected thereby, by the Agent); provided
that no such amendment or waiver shall, unless signed by all the Banks, (i)
increase or decrease the Commitment of any Bank (except for a ratable decrease
in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan, or
any fees hereunder (iii) postpone the date fixed for any payment of Principal
of or interest on any Loan, or any fees hereunder or for any scheduled
reduction or termination of any Commitment or (iv) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Notes, or the
number of Banks, which shall be required for the Banks or any of them to take
any action under this Section or any other provision of this Agreement.

        SECTION 9.6. 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, except that the Borrower may not
assign or otherwise transfer any of its rights or

                                      51
<PAGE>   56
obligations under this Agreement without the prior written consent of all Banks.

        (b)  Any Bank may at any time grant to one or more banks or other
institutions (each a "participant") participating interests in its Commitment
or any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Agent, such Bank shall remain responsible for the performance
of its obligations hereunder, and the Borrower and the Agent shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement. Any agreement pursuant to which any Bank
may grant such a participating interest shall provide that such Bank shall
retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such participation agreement may provide that such Bank will not agree to
any modification, amendment or waiver of this Agreement described in clause
(i), (ii), (iii), or (iv) of Section 9.5 without the consent of the
Participant. The Borrower agrees that each Participant shall, to the extent
provided in its participation agreement, be entitled to the benefits of Article
8 and Section 2.15 with respect to its participating interest. An assignment or
other transfer which is not permitted by subsection (c) or (d) below shall be
given effect for purposes of this Agreement only to the extent of a
participating interest granted in accordance with this subsection (b).

        (c)  Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part (equivalent to
an initial Commitment of not less than $10,000,000) of all, of its rights and
obligations under this Agreement and the Notes, and such Assignee shall assume
such rights and obligations, pursuant to an Assignment and Assumption Agreement
in substantially the form of Exhibit G hereto executed by such Assignee and
such transferor Bank, with (and subject to) the subscribed consent of the
Borrower and the Agent, which such consents shall not be unreasonably withheld;
provided that if an Assignee is an affiliate of such transferor Bank or was a
Bank immediately prior to such assignment, no such consent shall be required;
and provided further that such assignment may, but need not, include rights of
the transferor Bank in respect of outstanding Money Market Loans. Upon
execution and delivery of such instrument and payment by such Assignee to such
transferor Bank of an amount equal to the purchase price agreed between such
transferor Bank and such Assignee,

                                      52
<PAGE>   57
such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Agent and the
Borrower shall make appropriate arrangements so that, if required, a new Note
is issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the Agent an administrative fee for processing
such assignment in the amount of $2,500. If the Assignee is not incorporated
under the laws of the United States of America or a state thereof, it shall
deliver to the Borrower and the Agent certification as to exemption from
deduction or withholding of any United States federal income taxes in
accordance with Section 8.4, 8.6.

        (d) Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Note to a Federal Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.

        (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.3 or 8.4, 8.6
than such Bank 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 8.2, 8.3 or 8.4, 8.6
requiring such Bank to designate a different Applicable Lending Office under
certain circumstances or at a time when the circumstances giving rise to such
greater payment did not exist.

        SECTION 9.7. Collateral. Each of the Banks represents to the Agent and
each of the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

        SECTION 9.8. Governing Law; Submission to Jurisdiction. This Agreement
and each Note shall be governed by and construed in accordance with the laws of
the State of New York, without regard to conflicts of law. The Borrower hereby
submits to the nonexclusive jurisdiction of the United States District Court
for the Southern District of New York and of any New York State court sitting
in New York City for purposes of all legal proceedings against the Borrower
arising out of or relating to this Agreement or the
                                      53
<PAGE>   58
transactions contemplated hereby. The Borrower 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.

        SECTION 9.9.  Counterparts; Integration; Effectiveness.  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.  This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes any and all prior
agreements and understandings, oral or written, relating to the subject matter
hereof.  This Agreement shall become effective upon receipt by the Agent of
counterparts hereof signed by each of the parties hereto (or, in the case of
any party as to which an executed counterpart shall not have been received,
receipt by the Agent in form satisfactory to it of telegraphic, telex,
facsimile or other written confirmation from such party of execution of a
counterpart hereof by such party).

        SECTION 9.10.  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, THE AGENT
AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.





                                      54
<PAGE>   59
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                             DEAN FOODS COMPANY



                             By /s/ Dale I. Hecox
                               ----------------------------------               
                               Name: Dale I. Hecox
                               Title: Treasurer
                               Address: 3600 N. River Rd.,
                               Franklin Park, IL 60131
                               Telex:
                               Facsimile: (708) 671-8744

Commitments                  BANKS
-----------

$30,000,000                  MORGAN GUARANTY TRUST COMPANY
                               OF NEW YORK


                             By /s/ Charles H. King
                             ----------------------------------               
                             Title: Vice President


$30,000,000                  HARRIS TRUST & SAVINGS BANK
                                            
                             By /s/ H. Glen Clarke
                             ----------------------------------               
                             Title: Vice President


$23,333,334                  NORTHERN TRUST COMPANY


                             By /s/ Joseph G. Yacullo
                             ----------------------------------                 
                             Title: Vice President


$23,333,334                  WACHOVIA BANK OF GEORGIA, N.A.


                             By /s/ David L. Gaines
                             ----------------------------------               
                             Title: Senior Vice President
    







                                              
                                      
                                      55
<PAGE>   60
$20,000,000              BANK OF AMERICA ILLINOIS


                         By /s/ G. Burton Queen
                           -----------------------------
                           Title: Vice President


$20,000,000              MELLON BANX


                         By /s/ William R. Browne
                           ----------------------------
                           Title: Vice President


$13,333,333              CHEMICAL BANK


                         By /s/ Lisa D. Benitez
                           ----------------------------
                           Title:  Vice President


$13,333,333              CREDIT SUISSE


                         By /s/ William P. Murray
                           ----------------------------
                           Title: Member of Senior
                                  Management


                         By /s/ Kristinn R. Kristinsson
                           ----------------------------                        
                           Title: Associate


$13,333,333              THE FUJI BANK, LIMITED
                                                       

                         By /s/ Peter L. Chinnici                         
                           ----------------------------
                           Title: Joint General Manager


$13,333,333              WESTDEUTSCHE LANDESBANK
                           GIROZENTRALE, NEW YORX AND
                           CAYMAN ISLANDS BRANCHES



                                      56
<PAGE>   61
                                By /s/ Sal Battinelli
                                -------------------------
                                  Title: Vice President


                                By /s/ Karen E. Hoplock
                                -------------------------
                                  Title: Vice President




Total Commitments
-----------------

$200,000,000
============

                                HARRIS TRUST & SAVINGS BANK, 
                                  as Co-Agent


                                By /s/ H. Glen Clarke
                                ----------------------------
                                  Title: Vice President

                                MORGAN GUARANTY TRUST COMPANY 
                                  OF NEW YORK, as Agent


                                By /s/ Charles H. King
                                -----------------------------
                                Name: Charles H. King 
                                Title: Vice President 
                                60 Wall Street 
                                New York, New York  10260 
                                Attention: Charles E. King
                                           ---------------
                                Telex number: 177615
                                Facsimile number: (212) 648-5336



                                      
                                      57
<PAGE>   62
                               PRICING SCHEDULE

        Each of "Euro-Dollar Margin" and "Facility Fee Rate" means, for any
date, the rates set forth below in the row opposite such term and in the column
corresponding to the "Pricing Level" that applies at such date:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                 Level I   Level II   Level III   Level IV   Level V   Level VI
-------------------------------------------------------------------------------
<S>              <C>       <C>        <C>         <C>        <C>       <C>
Euro-Dollar       0.16%      0.18%        0.25%     0.30%     0.40%      0.50%
 Margin
-------------------------------------------------------------------------------
Facility Fee      0.09%      0.10%        0.125%    0.15%     0.20%      0.25%
 Rate
-------------------------------------------------------------------------------
</TABLE>


        For purposes of this Schedule, the following terms have the following
meanings:

        "Level I Pricing" applies at any date if, at such date, the Borrower's
long-term debt is rated A+ or higher by S&P and Al or higher by Moody's.

        "Level II Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated A- or higher by S&P and A3 or higher by
Moody's and (ii) Level I Pricing does not apply.

        "Level III Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB+ or higher by S&P and Baal or higher by
Moody's and (ii) neither Level I Pricing nor Level II Pricing applies.

        "Level IV Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB or higher by S&P and Baa2 or higher by
Moody's and (ii) none of Level I Pricing, Level II Pricing and Level III Pricing
applies.

        "Level V Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB- or higher by S&P and Baa3 or higher by
Moody's and (ii) none of Level I Pricing, Level II Pricing, Level III Pricing
and Level IV Pricing applies.

        "Level VI Pricing" applies at any date if, at such date, no other
Pricing Level applies.

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

                                      58


<PAGE>   63
        "Pricing Level"  refers to the determination of which of Level I, Level
II, Level III, Level IV, Level V or Level VI applies at any date.

         "S&P" means Standard & Poor's Ratings Group.

The credit ratings to be utilized for purposes of this Schedule are
those assigned to the senior unsecured long-term debt securities of the
Borrower without third-party credit enhancement, and any rating assigned to any
other debt security of the Borrower shall be disregarded.  The rating in effect
at any date is that in effect at the close of business on such date.

                                      59




 
<PAGE>   64
                                                                      EXHIBIT A

                                      
                                     NOTE

                                                 New York, New York
                                                 February 16, 1995

        For value received, Dean Foods Company, a Delaware corporation (the
"Borrower"), promises to pay to the order of _______________ (the "Bank"), for
the account of its Applicable Lending Office, the unpaid principal amount of
each Loan made by the Bank to the Borrower pursuant to the Credit Agreement
referred to below on the maturity date provided for in the Credit Agreement. 
The Borrower promises to pay interest on the unpaid principal amount of each
such Loan 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 Morgan Guaranty Trust Company of New York, 60 Wall Street, New
York, New York.

        All Loans made by the Bank, the respective types thereof and all
repayments of the principal thereof shall be recorded by the Bank and, if the
Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to
each such Loan then outstanding may be endorsed by the Bank 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 Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

        This note is one of the Notes referred to in the $200,000,000 Credit
Agreement dated as of February 16, 1995 among Dean Foods Company, the banks
listed on the signature pages thereof, Harris Trust & Savings Bank, as Co-Agent
and Morgan Guaranty Trust Company of New York, as Agent (as the same may be
amended from time to time, the "Credit Agreement").  Terms defined in the
Credit Agreement are used



                                      1
<PAGE>   65
herein with the same meanings. Reference is made to the Credit
Agreement for provisions for the prepayment hereof and the acceleration of the
maturity hereof.


                                                    DEAN FOODS COMPANY


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

                                      
                                      2
<PAGE>   66
                       LOANS AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                        Amount      Type        Amount of
                          of         of         Principal       Notation
        Date             Loan       Loan         Repaid         Made By
<S>     <C>
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------------
</TABLE>
                                      3
<PAGE>   67
                                                                       EXHIBIT B


                      Form of Money Market Quote Request


                                                        [Date]


To:    Morgan Guaranty Trust Company of New York (the "Agent")

From:  Dean Foods Company

Re:    $200,000,000 Credit Agreement (the "Credit Agreement") dated as of 
       February 16, 1995 among Dean Foods Company, the Banks listed on the 
       signature pages thereof, Harris Trust & Savings Bank, as Co-Agent, and 
       the Agent


        We hereby give notice pursuant to Section 2.3 of the Credit Agreement 
that we request Money Market Quotes for the following proposed Money Market
Borrowing(s):

Date of Borrowing:
                   ------------------------------------

Principal Amount/l/                                 Interest Period/2/
----------------                                     --------------

$                                                                    


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

/1/ Amount must be $10,000,000 or a larger multiple of $1,000,000.

/2/ Not less than one month (LIBOR Auction) or not less than 15 days
(Absolute Rate Auction), subject to the provisions of the definition of
Interest Period. 


                                      1
<PAGE>   68
       Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]


       Terms used herein have the meanings assigned to them in the Credit
Agreement.

                               Dean Foods Company


                               By
                                 ----------------------------
                                  Name: 
                                  Title:
                                      
                                      2
<PAGE>   69
                                                                       EXHIBIT C

                 Form of Invitation for Money Market Quotes


To:       [Name of Bank]

Re:    Invitation for Money Market Quotes to Dean Foods Company (the "Borrower")


        Pursuant to Section 2.3 of the $200,000,000 Credit Agreement dated as
of February 16, 1995 among Dean Foods Company, the Banks parties thereto,
Harris Trust & Savings Bank, as Co-Agent, and the undersigned, as Agent, we are
pleased on behalf of the Borrower to invite you to submit Money Market Quotes
to the Borrower for the following proposed Money Market Borrowing(s):


Date of Borrowing:
                    ------------------------------

Principal Amount                  Interest Period
----------------                  ---------------

$


        Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate].  [The applicable base rate is the London Interbank Offered Rate.]

        Please respond to this invitation by no later than [2:00 P.M.] [9:30
A.M.] (New York City time) on [date].


                        MORGAN GUARANTY TRUST COMPANY
                          OF NEW YOUR


                        By
                          -----------------------------
                           Authorized Officer






                                      
                                      1
<PAGE>   70

                                                                       EXHIBIT D


                           Form of Money Market Quote


To:    Morgan Guaranty Trust Company of New York, as Agent 

Re:    Money Market Quote to Dean Foods Company (the "Borrower")

       In response to your invitation on behalf of the Borrower dated 
____________, 19___ , we hereby make the following Money Market Quote on the
following terms:

1.  Quoting Bank: ___________________________________
2.  Person to contact at Quoting Bank:
    _________________________________________________
3.  Date of Borrowing:_______________________________*                 
4.  We hereby offer to make Money Market Loan(s) in the following principal
    amounts, for the following Interest Periods and at the following rates:
 
Principal    Interest   Money Market
Amount**     Period***  [Margin****] [Absolute Rate*****]
---------    ---------  ------------ --------------------

$

$

  [Provided, that the aggregate principal amount of Money Market Loans
  for which the above offers may be accepted shall not exeed $___________.]**

____________

* As specified in the related Invitation.

** Principal amount bid for each Interest Period may not exceed
principal amount requested.  Specify aggregate limitation if the sum of the
individual offers exceeds the amount the Bank is willing to lend.  Bids must be
made for $5,000,000 or a larger multiple of $1,000,000.

(notes continued on following page)

                                      
                                      1
<PAGE>   71
        We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the $200,000,000
Credit Agreement dated as of February 16, 1995 among Dean Foods Company, the
Banks listed on the signature pages thereof, Harris Trust & Savings Bank, as
Co-Agent and yourselves, as Agent, irrevocably obligates us to make the Money
Market Loan(s) for which any offer(s) are accepted, in whole or in part.

                                                    Very truly yours,

                                                    [NAME OF BANK]

Dated:                                              By:
       --------------------                            ------------------------
                                                       Authorized Officer



---------------
*** Not less than one month or not less than 15 days, as specified in
the related Invitation.  No more than five bids are permitted for each Interest
Period.

**** Margin over or under the London Interbank Offered Rate determined
for the applicable Interest Period.  Specify percentage (to the nearest
1/10,000 of 1%) and specify whether "PLUS" or "MINUS".

***** Specify rate of interest per annum (to the nearest l/l0,000th of 1%).



                                      
                                      2
<PAGE>   72

                                                                      EXHIBIT E

                                      
                                  OPINION OF
                           COUNSEL FOR THE BORROWER

                            ________________, 199_
                                      

To the Banks and the Agent 
  Referred to Below 
c/o Morgan Guaranty Trust Company 
  of New York, as Agent 
60 Wall Street 
New York, New York 10260

Dear Sirs:

        We have acted as counsel for Dean Foods Company (the "Borrower") in
connection with the $200,000,000 Credit Agreement (the "Credit Agreement")
dated as of February 16, 1995 among the Borrower, the banks listed on the
signature pages thereof, Harris Trust & Savings Bank, as Co-Agent and Morgan
Guaranty Trust Company of New York, as Agent.  Terms defined in the Credit
Agreement are used herein as therein defined.  This opinion is being rendered
to you at the request of our client pursuant to Section 3.1(b) of the Credit
Agreement.

        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, we are 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
and all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted. 

                                      1
<PAGE>   73

        2.  The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes are within the corporate powers of the Borrower,
have been duly authorized by all necessary corporate action, require no action
by or in respect of, or filing with, any governmental body, agency or official
and 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 of any agreement, judgment, injunction, order, decree or
other instrument binding upon the Borrower or any of its Subsidiaries or result
in the creation or imposition of any Lien on any asset of the Borrower or any
of its Subsidiaries.

        3.  The Credit Agreement constitutes a valid and binding agreement of
the Borrower and each Note constitutes a valid and binding obligation of the
Borrower, in each case enforceable in accordance with its terms except as the
same may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general principles of equity.

        4.  There is no action, suit or proceeding pending against, or to the
best of our knowledge 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
draws into question the validity of the Credit Agreement or the Notes.

        5.  Each of the Borrower's corporate Subsidiaries is a corporation
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.

                              Very truly yours,




                                      
                                      2
<PAGE>   74

                                                                       EXHIBIT F

                                  OPINION OF
                    DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                                FOR THE AGENT

                         ____________________,  199_


To the Banks and the Agent 
  Referred to Below 
c/o Morgan Guaranty Trust Company 
  of New York, as Agent 
60 Wall Street 
New York, New York  10260


Dear Sirs:

        We have participated in the preparation of the $200,000,000 Credit
Agreement (the "Credit Agreement") dated as of February 16, 1995 among Dean
Foods Company, a Delaware corporation (the "Borrower"), the banks listed on the
signature pages thereof (the "Banks"), Harris Trust & Savings Bank, as Co-Agent
and Morgan Guaranty Trust Company of New York, as Agent (the "Agent"), and have
acted as special counsel for the Agent for the purpose of rendering this
opinion pursuant to Section 3.1(c) of the Credit Agreement.  Terms defined in
the Credit Agreement are used herein as therein defined.

        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, we are of the opinion that:

        1.  The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes are within





                                      
                                      1
<PAGE>   75

the Borrower's corporate powers and have been duly authorized by all
necessary corporate action.

        2.  The Credit Agreement constitutes a valid and binding agreement of
the Borrower and each Note constitutes a valid and binding obligation of the
Borrower, in each case enforceable in accordance with its terms except as the
same may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general principles of equity.

        We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.  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 New York)
in which any Bank is located which limits the rate of interest that such Bank
may charge or collect.

        This opinion is rendered solely to you in connection with the above
matter.  This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.

                              Very truly yours,





                                      
                                      2

<PAGE>   76
                                                                      EXHIBIT G



                     ASSIGNMENT AND ASSUMPTION AGREEMENT


        AGREEMENT dated as of _____________, 19__ among [NAME OF ASSIGNOR] (the
"Assignor"), [NAME OF ASSIGNEE] (the "Assignee"), DEAN FOODS COMPANY (the
"Borrower") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"Agent") .

        WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the $200,000,000 Credit Agreement dated as of February 16, 1995
among the Borrower, the Assignor and the other Banks party thereto, as Banks,
Harris Trust & Savings Bank, as Co-Agent and the Agent (the "Credit
Agreement");

        WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Borrower in an aggregate principal amount at
any time outstanding not to exceed $___________;

        WHEREAS, Committed Loans made to the Borrower by the Assignor under the
Credit Agreement in the aggregate principal amount of $_______________ are
outstanding at the date hereof; and

        WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of
its Commitment thereunder in an amount equal to $______________ (the "Assigned
Amount"), together with a corresponding portion of its outstanding Committed
Loans, and the Assignee proposes to accept assignment of such rights and assume
the corresponding obligations from the Assignor on such terms;

        NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

        SECTION 1.  Definitions. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement. 





                                      1
<PAGE>   77

        SECTION 2.  Assignment.  The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase
from the Assignor of the corresponding portion of the principal amount of the
Committed Loans made by the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee, [the Borrower and
the Agent] and the payment of the amounts specified in Section 3 required to be
paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed
to the rights and be obligated to perform the obligations of a Bank under the
Credit Agreement with a Commitment in an amount equal to the Assigned Amount,
and (ii) the Commitment of the Assignor shall, as of the date hereof, be
reduced by a like amount and the Assignor released from its obligations under
the Credit Agreement to the extent such obligations have been assumed by the
Assignee. The assignment provided for herein shall be without recourse to the
Assignor.

        SECTION 3.  Payments.  As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them./l/ It
is understood that facility fees accrued to the date hereof are for the account
of the Assignor and such fees accruing from and including the date hereof are
for the account of the Assignee.  Each of the Assignor and the Assignee hereby
agrees that if it receives any amount under the Credit Agreement which is for
the account of the other party hereto, it shall receive the same for the
account of such other party to the extent of such other party's interest
therein and shall promptly pay the same to such other party.

        [SECTION 4.  Consent of the Borrower and the Agent.  This Agreement is
conditioned upon the consent of the

___________

/1/ Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion
of any upfront fee to be paid by the Assignor to the Assignee.  It may be
preferable in an appropriate case to specify these amounts generically or by
formula rather than as a fixed sum.

                                      2






<PAGE>   78
Borrower and the Agent pursuant to Section 9.6(c) of the Credit
Agreement. The execution of this Agreement by the Borrower and the Agent is
evidence of this consent. Pursuant to Section 9.6(c), the Borrower agrees to
execute and deliver a Note payable to the order of the Assignee to evidence the
assignment and assumptlon provided for herein.]

        SECTION 5.  Non-Reliance on Assignor.  The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Borrower, or the validity and enforceability of the obligations of the Borrower
in respect of the Credit Agreement or any Note.  The Assignee acknowledges that
it has, independently and without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrower.

        SECTION 6.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

        SECTION 7.  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.





                                      3
<PAGE>   79
        IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.


                                                   [NAME OF ASSIGNOR]
                                                   
                                                   By________________________
                                                      Name:
                                                      Title:


                                                   [NAME OF ASSIGNEE]


                                                   By________________________
                                                      Name:
                                                      Title:


                                                   DEAN FOODS COMPANY


                                                   By________________________
                                                      Name:
                                                      Title:


                                                   MORGAN GUARANTY TRUST COMPANY
                                                     OF NEW YORK, as Agent

                                                  
                                                   By________________________
                                                      Name:
                                                      Title:

                                      4
<PAGE>   80
                                                               [CONFORMED COPY]

                     AMENDMENT NO. 1 TO CREDIT AGREEMENT



        AMENDMENT dated as of February 13, 1996 to the $200,000,000 Credit
Agreement dated as of February 16, 1995 (the "Agreement") among Dean Foods
Company (the "Company"), the banks listed on the signature pages thereof,
Harris Trust & Savings Bank, as Co-Agent, and Morgan Guaranty Trust Company of
New York, as Agent.

        The parties to the Agreement wish to (i) revise the group of "Banks"
parties thereto, (ii) provide that the Commitments of the Banks shall be as set
forth herein, with an aggregate amount of such Commitments equal to
$300,000,000, (iii) extend the Commitment Termination Date and (iv) amend the
pricing of interest and fees, all as hereinafter set forth. The parties
therefore agree as follows:

        SECTION 1. Definitions: References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Agreement shall from and after the date hereof refer
to the Agreement as amended hereby.

        SECTION 2. Amendment of Adjusted Consolidated Debt Schedule.
The schedule set forth in the definition of "Adjusted Consolidated Debt" in
Section 1.1 is amended to read in full as follows:


        Fiscal Year            Maximum Exclusion           
        -----------            -----------------
          1996                  $130,000,000
          1997                   140,000,000
          1998                   150,000,000
          1999                   160,000,000
          2000                   170,000,000
          2001                   180,000,000

                                                       
        SECTION 3. Amendment of Commitment Amounts. The definition of
"Commitment" in Section 1.1 is amended to read in full as follows:

        "Commitment" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on Schedule II hereto, or, in the case of any
Assignee that becomes a Bank after the date hereof, as may be set forth in the
relevant Assignment and Assumption Agreement executed pursuant to Section 9.6,
as such amount may be reduced from time to time pursuant to Section 2.9.


<PAGE>   81
A new Schedule II is added to the Credit Agreement in the form attached hereto.

        SECTION 4. Extension of Commitment Termination Date. The
definition of "Commitment Termination Date" in Section 1.1 is amended to read
in full as follows:

        "Commitment Termination Date" means February 12, 2001, or, if such day
is not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day
unless such Euro-Dollar Business Day falls in another calendar month, in which
case the Commitment Termination Date shall be the next preceding Euro-Dollar
Business Day.

        SECTION 5. Amendment of Pricing. The Pricing Schedule attached
to the Agreement is amended to read in full as follows:

                               PRICING SCHEDULE

        Each of "Euro-Dollar Margin" and "Facility Fee Rate" means, for any
date, the rates set forth below in the row opposite such term and in the column
corresponding to the "Pricing Level" that applies at such date:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                  Level I   Level II   Level III   Level IV   Level V   Level VI   Level VII
<S>               <C>       <C>        <C>         <C>        <C>       <C>        <C>
---------------------------------------------------------------------------------------------
Euro-Dollar        0.155%   0.17%      0.16%        0.25%     0.275%    0.325%     0.50%
Margin
---------------------------------------------------------------------------------------------
Facility Fee       0.07%    0.08%      0.09%        0.10%     0.125%    0.175%     0.25%
Rate
---------------------------------------------------------------------------------------------
</TABLE>

        
        For purposes of this Schedule, the following terms have the following
meanings:
        
        "Level I Pricing" applies at any date if, at such date, the Borrower's
long-term debt is rated A+ or higher by S&P and Al or higher by Moody's.

        "Level II Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated A or higher by S&P and A2 or higher
by Moody's and (ii) Level I Pricing does not apply.

        "Level III Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated A- or higher by S&P and A3 or higher
by Moody's and (ii) neither Level I nor Level II Pricing applies.

        "Level IV Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB+ or higher by S&P and Baal or higher by
Moody's and (ii) none of Level I Pricing, Level II Pricing and Level III Pricing
applies. 



                                       2
<PAGE>   82
        "Level V Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB or higher by S&P and Baa2 or
higher by Moody's and (ii) none of Level I Pricing, Level II Pricing, Level III
Pricing and Level IV Pricing applies.

        "Level VI Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB- or higher by S&P and Baa3 or
higher by Moody's and (ii) none of Level I Pricing, Level II Pricing, Level III
Pricing, Level IV Pricing and Level V Pricing applies.

        "Level VII Pricing" applies at any date if, at such date, no other

Pricing Level applies.

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

        "Pricing Level" refers to the determination of which of Level I, Level
II, Level III, Level IV, Level V, Level VI or Level VII applies at any date.

        "S&P" means Standard & Poor's Ratings Group.

        The credit ratings to be utilized for purposes of this Schedule are
those assigned to the senior unsecured long-term debt securities of the
Borrower without third-party credit enhancement, and any rating assigned to any
other debt security of the Borrower shall be disregarded. The rating in
effect at any date is that in effect at the close of business on such date.

        SECTION 6. Termination of 364-Day Credit Agreement. The Commitments
(as defined therein) under the $100,000,000 Credit Agreement dated as of
February 16, 1995 among the Borrower, the banks listed on the signature pages
thereof, Harris Trust & Savings Bank, as Co-Agent and Morgan Guaranty Trust
Company of New York, as Agent, shall terminate on February 13, 1996
simultaneously with the effectiveness hereof.

        SECTION 7. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

        SECTION 8. Counterparts: Effectiveness. This Amendment 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. This Amendment shall become effective when the Agent shall have
received duly executed counterparts hereof signed by the Borrower and all of
the Banks, and any Note not heretofore delivered by the Company. 

                                      3
<PAGE>   83
        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.

                              DEAN FOODS COMPANY




                                By /s/ Dale I. Hecox
                                  ----------------------
                                  Title: Treasurer


                              MORGAN GUARANTY TRUST COMPANY 
                                OF NEW YORK




                                By /s/ Charles H. King
                                  ----------------------
                                  Title: Vice President


                              HARRIS TRUST & SAVINGS BANK




                                By /s/ Glen Clarke
                                  ----------------------
                                  Title: Vice President


                              NORTHERN TRUST COMPANY




                                By /s/ Sidney Dillard
                                  ----------------------
                                  Title: Vice President


                              WACHOVIA BANK OF GEORGIA, N.A.




                                By /s/ Douglas Williams
                                  ----------------------
                                  Title: Senior Vice President



                                      4
<PAGE>   84
                           BANK OF AMERICA ILLINOIS



                              By /s/ Margaret A. Detrick 
                                 --------------------------------
                                 Title: Vice President


                           MELLON BANK




                              By /s/ Laurel L. Larson
                                 --------------------------------
                                 Title: Assistant Vice President


                           CHEMICAL BANK
                           



                              By /s/ Lisa D. Benitez
                                 --------------------------------
                                 Title: Vice President


                           THE FUJI BANK, LIMITED




                              By /s/ Peter L. Chinnici
                                 ----------------------------------
                                 Title: Joint General Manager


                           NATIONSBANK, N.A.




                              By /s/ Carter A. Smith
                                 ------------------------------------
                                 Title: Vice President




                                      5
<PAGE>   85
                                                                  SCHEDULE II


                      COMMITMENTS OF BANKS

                    Commitment       Name of Bank
                    ----------       ------------

                    $45,000,000      Morgan Guaranty Trust Company     
                                          of New York            
                              
                     45,000,000      Harris Trust & Savings Bank   
                              
                     35,000,000      Northern Trust Company        
                              
                     35,000,000      Wachovia Bank of Georgia, N.A.
                              
                     35,000,000      Bank of America Illinois      
                              
                     35,000,000      Mellon Bank                   
                              
                     20,000,000      Chemical Bank                 
                              
                     20,000,000      The Fuji Bank, Limited        
                              
                     30,000,000      NationsBank, N.A.            












                                      6
<PAGE>   86
                                                                [CONFORMED COPY]



                      AMENDMENT NO. 2 TO CREDIT AGREEMENT

     AMENDMENT dated as of June 24, 1996 to the Credit Agreement dated as of
February 16, 1995 (as amended by Amendment No. 1 thereto dated as of February
13, 1996) (the "Agreement") among Dean Foods Company (the "Borrower"), the
banks listed on the signature pages thereof, Harris Trust & Savings Bank, as
Co-Agent, and Morgan Guaranty Trust Company of New York, as Agent.

     The parties hereto wish to (i) revise the adjusted debt to total capital
covenant and (ii) revise the fixed charges coverage covenant, each as
hereinafter set forth, and therefore agree as follows:

     SECTION 1. Definitions: References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement shall have the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in
the Agreement shall from and after the date hereof refer to the Agreement as
amended hereby.

     SECTION 2. Amendment of Adjusted Debt to Adjusted Total Capital Covenant.
Section 5.10 of the Agreement is hereby amended by deleting the words "exceed
0.5 to 1.0" and inserting in lieu thereof the following:

     during either period set forth below exceed the ratio set forth
     opposite such period below:

            Period                                          Ratio       
            ------                                          -----
                                                
            From May 26, 1996 to and                        0.525 to 1.0
            including May 25, 1997                          
                                                
            May 26, 1997 and thereafter                     0.5 to 1.0  
            
            
            
     SECTION 3. Amendment of Fixed Charge Coverage Covenant. The definition of
Consolidated EBIT in Section 1.1 is hereby deleted and replaced in its
entirety as follows:

     "Consolidated EBIT" means, for any fiscal period, Consolidated Net
Income for such period plus, to the extent deducted in determining


<PAGE>   87



     Consolidated Net Income for such period, the aggregate amount of (i)
     Consolidated Interest Expense, (ii) income tax expense and (iii) solely
     with respect to Consolidated Net Income calculated for each fiscal quarter
     ended prior to May 26, 1997, the amount of the pre-tax special charge to
     earnings set forth as a separate line item on the Borrower's consolidated
     statement of income for the Fiscal Year ended May 26, 1996 (but in no
     event greater than $150,000,000 in the aggregate for all such periods).


                  SECTION 4. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.

                  SECTION 5. Counterparts: Effectiveness. This Amendment 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. This Amendment shall become effective when the Agent shall have
received duly executed counterparts hereof signed by the Borrower and the
Required Banks. 









                                      2

<PAGE>   88


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


                                            By: DALE I. HECOX
                                                ----------------------
                                                Name: Dale I. Hecox
                                                Title: Treasurer


                                      MORGAN GUARANTY TRUST COMPANY
                                      OF NEW YORK


                                            By  CHARLES H. KING
                                                ----------------------
                                                Title: Vice President


                                      HARRIS TRUST & SAVINGS BANK


                                            By  H. GLEN CLARKE
                                                ----------------------
                                                Title: Vice President


                                      NORTHERN TRUST COMPANY


                                            By  DAVID C. BLOWERS
                                                ----------------------------
                                                Title: Senior Vice President




                                      3

<PAGE>   89


                                      WACHOVIA BANK OF GEORGIA, N.A.


                                            By: MICHAEL J. BROWN
                                                ----------------------------
                                                Title: Vice President


                                      BANK OF AMERICA ILLINOIS


                                            By: G. BURT QUEEN
                                                ----------------------------
                                                Title: Vice President

                                      MELLON BANK
                                   
                                            By: LAUREL L. LARSEN
                                                ----------------------------
                                                Title: Assistant Vice President

                                      CHEMICAL BANK                        
      
                                            By: C.C. WARDELL
                                                ---------------------------
                                                Title: Managing Director     

                                      THE FUJI BANK, LIMITED

                                            By: PETER L. CHINNICI
                                                ----------------------------
                                                Title: Joint General Manager





                                      4

<PAGE>   90
                                      NATIONSBANK, N.A.

                                            By: LOUISE C. COMINSKEY
                                                -------------------------------
                                                Title: Vice President








                                      5


<PAGE>   91

                                                                      

                                                               [CONFORMED COPY] 
                                                 

                 AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT


     AGREEMENT dated as of February 4, 1997 among DEAN FOODS COMPANY (with its
successors, the "Borrower"), the BANKS listed on the signature pages hereof
(with their respective successors and assigns, the "Banks"), HARRIS TRUST &
SAVINGS BANK, as Co-Agent, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Agent.

                                  WITNESSETH:

     WHEREAS, the Borrower, certain of the Banks parties hereto, the Co-Agent
and the Agent have heretofore entered into a Credit Agreement dated as of
February 16, 1995, as amended by Amendment No. 1 dated as of February 13, 1996
and by Amendment No. 2 dated as of June 24, 1996 (the "Credit Agreement"); and

     WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein and to restate the Credit Agreement in its entirety to read as set
forth in the Credit Agreement with the amendments specified below;

     NOW THEREFORE, the parties hereto agree as follows:

     SECTION 1. Definitions; References. (a) Unless otherwise specifically
defined herein, each capitalized term used herein which is defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall from and after the date hereof
refer to the Credit Agreement as amended hereby. 

     (b) The following term shall have the meaning given to such term for
purposes of this Agreement:

          "Agreement Effective Date" means the date this Agreement becomes
     effective in accordance with Section 9 hereof.


<PAGE>   92



     SECTION 2. Amendment of Adjusted Consolidated Debt Schedule. The schedule
set forth in the definition of "Adjusted Consolidated Debt" in Section 1.1 is
amended to read in full as follows:


     Fiscal Year               Maximum Exclusion
     -----------               -----------------

       1996                     $ 130,000,000
       1997                       140,000,000
       1998                       150,000,000
       1999                       160,000,000
       2000                       170,000,000
       2001                       180,000,000
       2002                       190,000,000


     SECTION 3. Extension of Termination Date. The definition of "Commitment
Termination Date" in Section 1.1 of the Credit Agreement is restated to read in
its entirety as follows:

          "Commitment Termination Date" means February 4, 2002, or, if such day
     is not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business
     Day unless such Euro-Dollar Business Day falls in another calendar month,
     in which case the Commitment Termination Date shall be the next preceding
     Euro-Dollar Business Day.

     SECTION 4. Amendment of Pricing. The Pricing Schedule attached to the
Agreement is amended to read in full in the form of the Pricing Schedule
attached to this Agreement.

     SECTION 5. Amendment of Leverage Ratio. Section 5.10 of the Credit
Agreement is amended to read in full as follows:

          SECTION 5.10 Adjusted Debt to Adjusted Total Capital. The ratio of (i)
     Adjusted Consolidated Debt to (ii) the sum of Adjusted Consolidated Debt
     plus consolidated stockholders' equity of the Borrower and its Consolidated
     Subsidiaries (including for this purpose any amount attributable to stock
     which is required to be redeemed or is redeemable at the option of the
     holder, if certain events or conditions occur or exist or otherwise), in
     each case determined at such date, shall at no time exceed 0.55 to 1.0.



                                      2
<PAGE>   93


     SECTION 6. Amendment of Fixed Charge Coverage Ratio. Section 5.11 of the
Credit Agreement is amended to read in full as follows:

          SECTION 5.11. Fixed Charge Coverage Ratio. As of the last day of each
     fiscal quarter of the Borrower ending during each period set forth below,
     the ratio of (i) Consolidated EBIT to (ii) Consolidated Interest Expense,
     in each case for the four consecutive fiscal quarters of the Borrower and
     its Consolidated Subsidiaries ending on such day, shall not be less than
     2.0 to 1.0.

     SECTION 7. Representations and Warranties.  The Borrower hereby represents
and warrants that as of the Agreement Effective Date and after giving effect
thereto:

          (a) no Default has occurred and is continuing; and

          (b) each representation and warranty of the Borrower set forth in the
     Credit Agreement is true and correct as though made on and as of the
     Agreement Effective Date.

     SECTION 8. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

     SECTION 9. Counterparts; Effectiveness.  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.
This Agreement shall become effective on the date that each of the following
conditions shall have been satisfied:

          (i) receipt by the Agent of duly executed counterparts hereof signed
     by each of the parties hereto (or, in the case of any party as to which an
     executed counterpart shall not have been received, the Agent shall have
     received telegraphic, telex or other written confirmation from such party
     of execution of a counterpart hereof by such party);

          (ii) receipt by the Agent of an opinion of Eric A. Blanchard, Esq.,
     general counsel of the Borrower, substantially to the effect of Exhibit E
     to the Credit Agreement but with respect to the Credit Agreement as amended
     and restated hereby, and covering such additional matters relating to the
     transactions contemplated hereby as the Required Banks may reasonably
     request; and

          (iii) receipt by the Agent of all documents it may reasonably request
     relating to the existence of the Borrower, the corporate authority for and
     the


                                       3


<PAGE>   94


     validity of the Credit Agreement as amended and restated hereby and any
     other matters relevant hereto, all in form and substance satisfactory to
     the Agent.

provided that this Agreement shall not become effective or binding on any
party hereto unless all of the foregoing conditions are satisfied not later
than March 14, 1997.  The Agent shall promptly notify the Borrower and the
Banks of the Agreement Effective Date, and such notice shall be conclusive and
binding on all parties hereto.










                                      4
<PAGE>   95


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



                                        DEAN FOODS COMPANY

                                        By Dale I. Hecox
                                           ---------------------------
                                           Name:  Dale I. Hecox
                                           Title:  Treasurer



















                                       5
<PAGE>   96




                                     MORGAN GUARANTY TRUST COMPANY 
                                     OF NEW YORK, as Bank and Agent


                                     By  JENNY Y. LEE
                                        ----------------------------
                                        Name:    Jenny Y. Lee
                                        Title:   Vice President

                                     HARRIS TRUST & SAVINGS BANK, as Bank 
                                     and Co-Agent

                                     By  H. GLEN CLARKE
                                        ----------------------------
                                        Name:    H. Glen Clarke
                                        Title:   Vice President


                                     NORTHERN TRUST COMPANY


                                     By  SIDNEY R. DILLARD
                                        ---------------------------- 
                                        Name:   Sidney R. Dillard
                                        Title:  Vice President


                                     WACHOVIA BANK OF GEORGIA, N.A.


                                     By   ELIZABETH U. COLT
                                        ----------------------------
                                        Name:    Elizabeth U. Colt
                                        Title:   Vice President





                                      6

<PAGE>   97




                                        BANK OF AMERICA ILLINOIS


                                        By  MARY T. CARLSON
                                           ---------------------------------- 
                                           Name:   Mary T. Carlson
                                           Title:  Vice President


                                        MELLON BANK


                                        By   LAUREL L. LARSEN
                                           ----------------------------------
                                           Name:   Laurel L. Larsen
                                           Title:  Assistant Vice President


                                        THE CHASE MANHATTEN BANK


                                        By  TIMOTHY J. STORMS
                                           ----------------------------------
                                           Name:   Timothy J. Storms
                                           Title:  Managing Director


                                        THE FUJI BANK, LIMITED


                                        By   TETSUO KAMATSU
                                           ---------------------------------- 
                                           Name:   Tetsuo Kamatsu
                                           Title:  Joint General Manager



                                       7

<PAGE>   98





                                        NATIONSBANK, N.A.


                                        By   LISA S. DONOGHUE
                                           ----------------------------------
                                             Name:   Lisa S. Donoghue
                                             Title:  Joint General Manager
















                                      8
<PAGE>   99



                                PRICING SCHEDULE

     Each of "Euro-Dollar Margin" and "Facility Fee Rate" means, for any date,
the rates set forth below in the row opposite such term and in the column
corresponding to the "Pricing Level" that applies at such date:

<TABLE>
<CAPTION>

                Level I  Level II    Level III    Level IV   Level VI  Level VI   Level VII
<S>           <C>        <C>         <C>          <C>        <C>       <C>        <C>              
Euro Dollar    0.14%      0.155%      0.17%        0.21%      0.25%     0.325%     0.375%
Margin

Facility Fee   0.06%      0.07%       0.08%        0.09%      0.125%    0.175%     0.25% 
Rate
</TABLE>



     For purposes of this Schedule, the following terms have the following
meanings:

          "Level I Pricing" applies at any date if, at such date, the Borrower's
long-term debt is rated A+ or higher by S&P or A1 or higher by Moody's. 

          "Level II Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated A or higher by S&P or A2 or higher by Moody's
and (ii) Level I Pricing does not apply.

          "Level III Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated A- or higher by S&P or A3 or higher by
Moody's and (ii) neither Level I nor Level II Pricing applies.

          "Level IV Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB+ or higher by S&P or Baa1 or higher by
Moody's and (ii) none of Level I Pricing, Level II Pricing and Level III Pricing
applies.

          "Level V Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB or higher by S&P or Baa2 or higher by
Moody's and (ii) none of Level I Pricing, Level II Pricing, Level III Pricing
and Level IV Pricing applies.

          "Level VI Pricing" applies at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB- or higher by S&P or Baa3 or higher by
Moody's and (ii) none of Level I Pricing, Level II Pricing, Level III Pricing,
Level IV Pricing and Level V Pricing applies.




                                       9
<PAGE>   100





          "Level VII Pricing" applies at any date if, at such date, no other
Pricing Level Applies.

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

          "Pricing Level" refers to the determination of which of Level I, Level
II, Level III, Level IV, Level V, Level VI or Level VII applies at any date.

          "S&P" means Standard & Poor's Ratings Services.

The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities of the Borrower
without third-party credit enhancement, and any rating assigned to any other
debt security of the Borrower shall be disregarded. The rating in effect at
any date is that in effect at the close of business on such date.

     The following provisions are applicable so long as the Borrower's long-term
debt is rated at least BBB- by S&P and at least Baa3 by Moody's: If the Borrower
is split-rated and the ratings differential is one level, the higher of the two
ratings will apply (e.g.A-/Baa1 results in Level III Pricing). If the Borrower
is split-rated and the ratings differential is more than one level, the average
of the two ratings (or the higher of two intermediate ratings) shall be used 
(e.g.A-/Baa2 results in Level IV Pricing, as does A-/Baa3).









                                       10