<PAGE>   1
                                                                   EXHIBIT 10(i)

                                                                  CONFORMED COPY



                                  $500,000,000

                                CREDIT AGREEMENT

                           dated as of March 31, 1998

                                      among

                               Dean Foods Company,

                            The Banks Listed Herein,

                            The Chase Manhattan Bank,
                            as Administrative Agent,

                               NationsBank, N.A.,
                              as Syndication Agent,

                                       and

                              Wachovia Bank, N.A.,
                             as Documentation Agent


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



                       The First National Bank of Chicago,
                          Harris Trust & Savings Bank,
                           The Northern Trust Company,
                              Bank of America NT&SA
                                       and
                               Mellon Bank, N.A.,
                                  as Co-Agents


                              Chase Securities Inc.
                                   as Arranger







<PAGE>   2



                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>

                                                                         PAGE

                                    ARTICLE 1
                                   DEFINITIONS

<S>            <C>                                                          <C>
SECTION 1.01.  Definitions...................................................1
SECTION 1.02.  Accounting Terms and Determinations..........................13
SECTION 1.03.  Types of Borrowings..........................................13

                                    ARTICLE 2
                                   THE CREDITS

SECTION 2.01.  Commitments to Lend..........................................14
SECTION 2.02.  Notice of Committed Borrowing................................14
SECTION 2.03.  Competitive Bid Borrowings...................................15
SECTION 2.04.  Notice to Banks; Funding of Loans............................19
SECTION 2.05.  Notes........................................................19
SECTION 2.06.  Maturity of Loans............................................20
SECTION 2.07.  Interest Rates...............................................20
SECTION 2.08.  Fees.........................................................22
SECTION 2.09.  Optional Termination or Reduction of Commitments.............22
SECTION 2.10.  Method of Electing Interest Rates............................22
SECTION 2.11.  Mandatory Termination of Commitments.........................24
SECTION 2.12.  Optional Prepayments.........................................24
SECTION 2.13.  General Provisions as to Payments............................24
SECTION 2.14.  Funding Losses...............................................25
SECTION 2.15.  Regulation D Compensation....................................25
SECTION 2.16.  Computations of Interest and Fees............................26
SECTION 2.17.  Change of Control............................................26

                                    ARTICLE 3
                                   CONDITIONS

SECTION 3.01.  Closing......................................................27
SECTION 3.02.  Borrowings...................................................28

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Corporate Existence and Power................................28

</TABLE>





<PAGE>   3

<TABLE>

                                                                           PAGE
<S>            <C>                                                          <C>
SECTION 4.02.  Corporate and Governmental Authorization; No
               Contravention................................................29
SECTION 4.03.  Binding Effect...............................................29
SECTION 4.04.  Financial Information........................................29
SECTION 4.05.  Litigation...................................................30
SECTION 4.06.  Compliance with Laws; ERISA..................................30
SECTION 4.07.  Environmental and Health Matters.............................30
SECTION 4.08.  Taxes........................................................31
SECTION 4.09.  Subsidiaries.................................................31
SECTION 4.10.  Regulatory Restrictions on Borrowing.........................31
SECTION 4.11.  Liens........................................................31
SECTION 4.12.  Full Disclosure..............................................31
                                    ARTICLE 5
                                    COVENANTS

SECTION 5.01.  Information..................................................32
SECTION 5.02.  Payment of Obligations.......................................34
SECTION 5.03.  Maintenance of Property; Insurance...........................34
SECTION 5.04.  Conduct of Business and Maintenance of Existence.............34
SECTION 5.05.  Compliance with Laws.........................................35
SECTION 5.06.  Inspection of Property, Books and Records....................35
SECTION 5.07.  Mergers and Sales of Assets..................................35
SECTION 5.08.  Use of Proceeds..............................................35
SECTION 5.09.  Negative Pledge..............................................35
SECTION 5.10.  Adjusted Debt to Adjusted Total Capital......................36
SECTION 5.11.  Fixed Charge Coverage Ratio..................................37

                                    ARTICLE 6
                                    DEFAULTS

SECTION 6.01.  Events of Default............................................37
SECTION 6.02.  Notice of Default............................................39
                                    ARTICLE 7
                                   THE AGENTS

SECTION 7.01.  Appointment and Authorization................................39
SECTION 7.02.  Agents and Affiliates........................................39
SECTION 7.03.  Action by Administrative Agent...............................39
SECTION 7.04.  Consultation with Experts....................................40

</TABLE>


                                       ii


<PAGE>   4

<TABLE>
<CAPTION>


                                                                           PAGE
<S>            <C>                                                          <C>
SECTION 7.05.  Liability of Agents..........................................40
SECTION 7.06.  Indemnification..............................................40
SECTION 7.07.  Credit Decision..............................................40
SECTION 7.08.  Successor Administrative Agent...............................41
SECTION 7.09.  Administrative Agent's Fee...................................41
SECTION 7.10.  Other Agents.................................................41

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.....41
SECTION 8.02.  Illegality...................................................42
SECTION 8.03.  Increased Cost and Reduced Return............................43
SECTION 8.04.  Taxes........................................................44
SECTION 8.05.  Base Rate Loans Substituted for Affected Euro-Dollar
                               Loans........................................46
SECTION 8.06.  Substitution of Bank.........................................46

                                    ARTICLE 9
                                  MISCELLANEOUS

SECTION 9.01.  Notices......................................................47
SECTION 9.02.  No Waivers...................................................47
SECTION 9.03.  Expenses; Indemnification....................................47
SECTION 9.04.  Sharing of Set-Offs..........................................48
SECTION 9.05.  Amendments and Waivers.......................................48
SECTION 9.06.  Confidentiality..............................................49
SECTION 9.07.  Successors and Assigns.......................................49
SECTION 9.08.  Collateral...................................................51
SECTION 9.09.  Governing Law; Submission to Jurisdiction....................51
SECTION 9.10.  Counterparts; Integration; Effectiveness.....................51
SECTION 9.11.  WAIVER OF JURY TRIAL.........................................51

</TABLE>



                                      iii


<PAGE>   5
PRICING SCHEDULE
COMMITMENT SCHEDULE

EXHIBIT A    -     Form of Revolving Credit Note
EXHIBIT B    -     Form of Competitive Bid Note
EXHIBIT C    -     Form of Competitive Bid Request
EXHIBIT D    -     Form of Invitation for Competitive Bid
EXHIBIT E    -     Form of Competitive Bid
EXHIBIT F    -     Form of Opinion of Counsel for the Borrower
EXHIBIT G    -     Form of Opinion of Davis Polk & Wardwell, Special Counsel
                        for the Administrative Agent
EXHIBIT H    -     Form of Assignment and Assumption Agreement




                                       iv


<PAGE>   6
     AGREEMENT dated as of March 31, 1998, among DEAN FOODS COMPANY, the BANKS
listed on the signature pages hereof, THE CHASE MANHATTAN BANK, as
Administrative Agent, NATIONSBANK, N.A., as Syndication Agent, and WACHOVIA
BANK, N.A., as Documentation Agent.

     The parties hereto agree as follows:



                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.01. Definitions. The following terms, as used herein, have the
following meanings:

     "ABSOLUTE RATE AUCTION" means a solicitation of Competitive Bids setting
forth Competitive Bid Absolute Rates pursuant to Section 2.03.

     "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 30th and (B)
$125,000,000.

     "ADMINISTRATIVE AGENT" means The Chase Manhattan Bank in its capacity as
administrative agent for the Banks hereunder, and its successors in such
capacity.

     "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent




<PAGE>   7
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Bank.

     "AGENTS" means, collectively, the Administrative Agent, the Documentation
Agent and the Syndication Agent, and "Agent" means any of the foregoing.

     "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 Competitive Bid Loans, its Competitive Bid Lending Office.

     "ASSIGNEE" has the meaning set forth in Section 9.07(c).

     "BANK" means each bank listed on the signature pages hereof, each Assignee
which becomes a Bank pursuant to Section 9.07(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 1997 FORM 10-K" means the Borrower's annual report on Form 10-K
for 1997, as filed with the Securities and Exchange Commission pursuant to the
Exchange Act.

     "BORROWER'S LATEST FORM 10-Q" means the Borrower's quarterly report on Form
10-Q for the quarter ended November 23, 1997, as filed with the Securities and
Exchange Commission pursuant to the Exchange Act.



                                        2

<PAGE>   8
     "BORROWING" has the meaning set forth in Section 1.03.

     "CHANGE OF CONTROL" has the meaning set forth in Section 2.17.

     "CLOSING DATE" means the date on or after the Effective Date on which the
conditions specified in Section 3.01 shall first have been satisfied.

     "COMMITMENT" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on the Commitment Schedule, 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
9.07(c), as such amount may be reduced from time to time pursuant to Section
2.09.

     "COMMITMENT SCHEDULE" means the Commitment Schedule attached hereto and
identified as such.

     "COMMITMENT TERMINATION DATE" means March 31, 2003, 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.

     "COMMITTED LOAN" means a loan made by a Bank pursuant to Section 2.01;
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.

     "COMPETITIVE BID" means an offer by a Bank to make a Competitive Bid Loan
in accordance with Section 2.03.

     "COMPETITIVE BID ABSOLUTE RATE" has the meaning set forth in Section
2.03(d).

     "COMPETITIVE BID ABSOLUTE RATE LOAN" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.

     "COMPETITIVE BID 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 Competitive Bid Lending Office by notice to the
Borrower and the Administrative Agent; provided that any Bank may from time



                                        3

<PAGE>   9
to time by notice to the Borrower and the Administrative Agent designate
separate Competitive Bid Lending Offices for its Competitive Bid LIBOR Loans, on
the one hand, and its Competitive Bid Absolute Rate Loans, on the other hand, in
which case all references herein to the Competitive Bid Lending Office of such
Bank shall be deemed to refer to either or both of such offices, as the context
may require.

     "COMPETITIVE BID 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 8.01).

     "COMPETITIVE BID LOAN" means a Competitive Bid LIBOR Loan or a Competitive
Bid Absolute Rate Loan.

     "COMPETITIVE BID MARGIN" has the meaning set forth in Section
2.03(d)(ii)(C).

     "COMPETITIVE BID NOTES" means promissory notes of the Borrower,
substantially in the form of Exhibit B hereto, evidencing the obligation of the
Borrower to repay the Competitive Bid Loans, and "Competitive Bid Note" means
any one of such promissory notes issued hereunder.

     "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.



                                        4

<PAGE>   10
     "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 5.09 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.

     "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.

     "DOCUMENTATION AGENT" means Wachovia Bank, N.A., in its capacity as
documentation agent for the Banks hereunder, and its successors in such
capacity.

     "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 Administrative Agent.

     "EFFECTIVE DATE" means the date this Agreement becomes effective in
accordance with Section 9.10.




                                        5

<PAGE>   11
     "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 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 Administrative 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
2.07(b) on the basis of a London Interbank Offered Rate.



                                        6

<PAGE>   12
     "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 6.01.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "EXISTING CREDIT AGREEMENT" means the $300,000,000 Amended and Restated
Credit Agreement dated as of February 4, 1997 among the Borrower, the banks
listed therein, Harris Trust & Savings Bank, as Co-Agent, and Morgan Guaranty
Trust Company of New York, as Agent.

     "FACILITY FEE RATE" means a rate per annum determined in accordance with
the Pricing Schedule.

     "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day; provided that (i) if 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 The Chase Manhattan Bank on such day on
such transactions as determined by the Administrative Agent.

     "FIXED RATE LOANS" means Euro-Dollar Loans or Competitive Bid Loans
(excluding Competitive Bid LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01) 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




                                        7

<PAGE>   13
the specified calendar year (for example, "Fiscal Year 1997" means the fiscal
year of the Borrower ending most nearly on May 25, 1997).

     "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 Euro- Dollar
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 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.

     "INDEMNITEE" has the meaning set forth in Section 9.03(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



                                        8

<PAGE>   14



     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;

     (2) with respect to each Competitive Bid 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 2.03; 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
     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; and

     (3) with respect to each Competitive Bid 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 10 days)
as the Borrower may elect in accordance with Section 2.03; 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; and





                                        9

<PAGE>   15
          (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 Competitive Bids setting forth
Competitive Bid Margins based on the London Interbank Offered Rate pursuant to
Section 2.03.

     "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.

     "LOAN" means a Base Rate Loan, a Euro-Dollar Loan or a Competitive Bid Loan
and "Loans" means Base Rate Loans, Euro-Dollar Loans or Competitive Bid Loans or
any combination of the foregoing.

     "LONDON INTERBANK OFFERED RATE" has the meaning set forth in Section
2.07(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 $20,000,000.

     "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 $20,000,000.

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

     "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.




                                       10

<PAGE>   16
     "MULTIEMPLOYER 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 the Competitive Bid Notes and the Revolving Credit Notes, and
"Note" means any one of such notes.

     "NOTICE OF BORROWING" means a Notice of Committed Borrowing or a Notice of
Competitive Bid Borrowing.

     "NOTICE OF COMMITTED BORROWING" has the meaning set forth in Section 2.02.

     "NOTICE OF COMPETITIVE BID BORROWING" has the meaning set forth in Section
2.03(f).

     "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.10.

     "OTHER TAXES" has the meaning set forth in Section 8.04.

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

     "PARTICIPANT" has the meaning set forth in Section 9.07(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 limited liability company, a
partnership, an association, a trust or any other entity or 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




                                       11

<PAGE>   17
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 Pricing Schedule attached hereto and
identified as such.

     "PRIME RATE" means the rate of interest publicly announced by The Chase
Manhattan Bank in New York City from time to time as its Prime Rate.

     "QUARTERLY DATE" means each March 31, June 30, September 30 and December
31.

     "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 51% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing at least 51% of the aggregate unpaid
principal amount of the Loans.

     "REVOLVING CREDIT NOTES" means promissory notes of the Borrower,
substantially in the form of Exhibit A hereto, evidencing the obligation of the
Borrower to repay the Committed Loans, and "Revolving Credit Note" means any one
of such promissory notes issued hereunder.

     "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 indirectly owned by such Person; unless
otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.

     "SYNDICATION AGENT" means NationsBank, N.A., in its capacity as syndication
agent for the Banks hereunder, and its successors in such capacity.

     "TAXES" has the meaning set forth in Section 8.04.

     "TELERATE PAGE 3750" has the meaning set forth in Section 2.07(b).

     "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,




                                       12

<PAGE>   18
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.

     "VOTING STOCK" has the meaning set forth in Section 2.17.

     SECTION 1.02. 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 Administrative 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 Administrative 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 1.03. 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 have the same initial Interest Period. Borrowings are classified
for purposes of this Agreement either by reference to the pricing of Loans
comprising such Borrowing (e.g., a "FIXED RATE BORROWING" is a Euro-Dollar
Borrowing or a Competitive Bid Borrowing (excluding any such Borrowing
consisting of Competitive Bid LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01), 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




                                       13

<PAGE>   19



Borrowing under Section 2.01 in which all Banks participate in proportion to
their Commitments, while a "Competitive Bid Borrowing" is a Borrowing under
Section 2.03 in which the Bank participants are determined on the basis of their
bids in accordance therewith).



                                    ARTICLE 2
                                   THE CREDITS

     SECTION 2.01. 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 3.02) 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 2.02. Notice of Committed Borrowing. The Borrower shall give the
Administrative 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:

     (a) 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;

     (b) the aggregate amount of such Borrowing;

     (c) whether the Loans comprising such Borrowing are to bear interest
initially at the Base Rate or a Euro-Dollar Rate; and

     (d) 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.





                                       14

<PAGE>   20



     SECTION 2.03. Competitive Bid Borrowings. (a) The Competitive Bid Option.
In addition to Committed Borrowings pursuant to Section 2.01, the Borrower may,
as set forth in this Section, request the Banks during the Revolving Credit
Period to make offers to make Competitive Bid 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) Competitive Bid Request. When the Borrower wishes to request offers to
make Competitive Bid Loans under this Section, it shall transmit to the
Administrative Agent by facsimile transmission a Competitive Bid Request
substantially in the form of Exhibit C 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 Administrative Agent shall have mutually
agreed and shall have notified to the Banks not later than the date of the
Competitive Bid 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

          (iv) whether the Competitive Bids requested are to set forth a
     Competitive Bid Margin or a Competitive Bid Absolute Rate.

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

     (c) Invitation for Competitive Bids. Promptly upon receipt of a Competitive
Bid Request, the Administrative Agent shall send to the Banks by facsimile
transmission an Invitation for Competitive Bids substantially in the form



                                       15

<PAGE>   21



of Exhibit D hereto, which shall constitute an invitation by the Borrower to
each Bank to submit Competitive Bids offering to make the Competitive Bid Loans
to which such Competitive Bid Request relates in accordance with this Section.

     (d) Submission and Contents of Competitive Bids. (i) Each Bank may submit a
Competitive Bid containing an offer or offers to make Competitive Bid Loans in
response to any Invitation for Competitive Bids. Each Competitive Bid must
comply with the requirements of this subsection (d) and must be submitted to the
Administrative Agent by facsimile transmission at its offices specified in or
pursuant to Section 9.01 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 Administrative
Agent shall have mutually agreed and shall have notified to the Banks not later
than the date of the Competitive Bid Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective); provided that
Competitive Bids submitted by the Administrative Agent (or any affiliate of the
Administrative Agent) in the capacity of a Bank may be submitted, and may only
be submitted, if the Administrative 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 Competitive Bid so
made shall be irrevocable except with the written consent of the Administrative
Agent given on the instructions of the Borrower.

          (ii) Each Competitive Bid shall be in substantially the form of
     Exhibit E hereto and shall in any case specify:

               (A) the proposed date of Borrowing,

               (B) the principal amount of the Competitive Bid 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 Competitive Bid Loans for which offers were
          requested and (z) may be subject to an aggregate limitation as to the
          principal amount of Competitive Bid Loans for which offers being made
          by such quoting Bank may be accepted,




                                       16

<PAGE>   22
               (C) in the case of a LIBOR Auction, the margin above or below the
          applicable London Interbank Offered Rate (the "Competitive Bid
          Margin") offered for each such COMPETITIVE BID LOAN, expressed as a
          percentage (specified to the nearest 1/10,000th 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 1/10,000th of 1%) (the
          "COMPETITIVE BID ABSOLUTE RATE") offered for each such Competitive Bid
          Loan, and

               (E) the identity of the quoting Bank.

          A Competitive Bid may set forth up to five separate offers by the
     quoting Bank with respect to each Interest Period specified in the related
     Invitation for Competitive Bids.

          (iii) Any Competitive Bid shall be disregarded if it:

               (A) is not substantially in conformity with Exhibit E 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 Competitive Bids, or

               (D) arrives after the time set forth in subsection (d)(i).

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




                                       17

<PAGE>   23
Competitive Bid Loans for which offers in any single Competitive Bid 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 Administrative Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Competitive Bid Request for the first LIBOR Auction or Absolute Rate Auction
for which such change is to be effective), the Borrower shall notify the
Administrative 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 COMPETITIVE BID BORROWING") shall specify the aggregate
principal amount of offers for each Interest Period that are accepted. The
Borrower may accept any Competitive Bid in whole or in part; provided that:

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

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

          (iii) acceptance of offers may only be made on the basis of ascending
     Competitive Bid Margins or Competitive Bid 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 Administrative Agent. If offers are made by two or more
Banks with the same Competitive Bid Margins or Competitive Bid 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 Competitive Bid Loans in respect of which such offers are
accepted shall be allocated by the Administrative Agent among such Banks as
nearly as possible (in multiples of $1,000,000, as the Administrative Agent may
deem appropriate) in proportion to the aggregate principal amounts of such
offers. Determinations by the Administrative Agent of the amounts of Competitive
Bid Loans shall be conclusive in the absence of manifest error.





                                       18

<PAGE>   24



     SECTION 2.04. Notice to Banks; Funding of Loans. (a) Upon receipt of a
Notice of Borrowing, the Administrative 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 Administrative Agent at its address referred to in Section 9.01.
Unless the Administrative Agent determines that any applicable condition
specified in Article 3 has not been satisfied, the Administrative Agent will
make the funds so received from the Banks available to the Borrower at the
Administrative Agent's aforesaid address.

     (c) Unless the Administrative Agent shall have received notice from a Bank
prior to the date of any Borrowing that such Bank will not make available to the
Administrative Agent such Bank's share of such Borrowing, the Administrative
Agent may assume that such Bank has made such share available to the
Administrative Agent on the date of such Borrowing in accordance with subsection
(b) of this Section and the Administrative 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 Administrative Agent, such Bank and the Borrower severally agree to repay
to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the
Administrative 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 2.07 and (ii) in the case of such Bank, the Federal Funds
Rate. If such Bank shall repay to the Administrative Agent such corresponding
amount, such amount so repaid shall constitute such Bank's Loan included in such
Borrowing for purposes of this Agreement.

     SECTION 2.05. Notes. (a) The Committed Loans of each Bank shall be
evidenced by a single Revolving Credit 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 Committed Loans and the
Competitive Bid Loans of each Bank shall be evidenced by a single Competitive
Bid Note payable to the order of such Bank for the account of its Applicable
Lending Office in an amount equal to the aggregate amount of the Commitments
hereunder.




                                       19

<PAGE>   25
     (b) Upon receipt of each Bank's Notes pursuant to Section 3.01(a), the
Administrative Agent shall forward such Notes 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 on the
applicable Note, and may, if such Bank so elects in connection with any transfer
or enforcement of its Notes, 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 Notes and to attach to and make a part of its Notes a
continuation of any such schedule as and when required.

     SECTION 2.06. Maturity of Loans. (a) The outstanding principal balance of
each Committed Loan shall be due and payable (together with accrued interest
thereon) on the Commitment Termination Date.

     (b) Each Competitive Bid Loan included in any Competitive Bid Borrowing
shall mature, and the principal amount thereof shall be due and payable
(together with accrued interest thereon), on the last day of the Interest Period
applicable to such Borrowing.

     SECTION 2.07. 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
(i) the arithmetic mean (rounded upward, if necessary, to the nearest 1/16 of
1%) of the offered rates for deposits in dollars, for a period approximately



                                       20

<PAGE>   26



equal to such Interest Period and in an amount approximately equal to the
average principal amount of the applicable Loans, quoted on the second
Euro-Dollar Business Day prior to the first day of such Interest Period as such
rate appears on the display designated as page "3750" on the Telerate Service
(or such other page as may replace page "3750" on the Telerate Service or such
other service as may be nominated by the British Bankers' Association as the
information vendor for the purpose of displaying British Bankers' Association
Interest Settlement Rates for Dollar deposits) ("Telerate Page 3750") as of
11:00 a.m. (London time) on such date or (ii) if, as of 11:00 a.m. (London time)
on any such date fewer than two such rates appear on Telerate Page 3750, the
average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
rates per annum at which deposits in dollars are offered to the principal London
office of The Chase Manhattan Bank 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 its Loan for such Interest Period 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 Base Rate 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 8.01, each Competitive Bid 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
2.07(b) as if the related Competitive Bid LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Competitive Bid Margin quoted by the
Bank making such Loan in accordance with Section 2.03. Each Competitive Bid
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 Competitive Bid Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.03. 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 Competitive Bid 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 Administrative Agent shall determine each interest rate applicable
to the Loans hereunder. The Administrative Agent shall give prompt notice to the
Borrower and the participating Banks of each rate of interest so




                                       21

<PAGE>   27



determined, and its determination thereof shall be conclusive in the absence of
manifest error.

     SECTION 2.08. Fees. The Borrower shall pay to the Administrative Agent for
the account of the Banks ratably in proportion to their Commitments a facility
fee at a rate for each day equal to the Facility Fee Rate for such day,
determined 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 2.09. Optional Termination or Reduction of Commitments. During the
Revolving Credit Period, the Borrower may, upon at least five Domestic Business
Days' notice to the Administrative 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.





                                       22

<PAGE>   28



     Each such election shall be made by delivering a notice (a "Notice of
Interest Rate Election") to the Administrative Agent not later than 10:00 A.M.
(New York City time) on the third 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 Administrative 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 Administrative 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 3.02.




                                       23

<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 Administrative Agent, prepay any Group
of Base Rate Loans (or any Competitive Bid Borrowing bearing interest at the
Base Rate pursuant to Section 8.01) 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 Competitive Bid Loan prior to
the maturity thereof.

     (c) Upon receipt of a notice of prepayment pursuant to this Section, the
Administrative 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
Administrative Agent at its address referred to in Section 9.01. The
Administrative Agent will promptly distribute to each Bank its ratable share of
each such payment received by the Administrative 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
Competitive Bid 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. If the date for any payment of



                                       24

<PAGE>   30



principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.

     (b) Unless the Administrative 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 Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each 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 Administrative
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 Administrative 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 2.07(c), or if the Borrower fails to
borrow, prepay or convert any Fixed Rate Loans after notice has been given to
any Bank in accordance with Section 2.04(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 absent manifest error.

     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 payment of such additional interest (x) shall
so notify the Borrower and the Administrative 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




                                       25

<PAGE>   31
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. Computations 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 excluding 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 Administrative Agent given not
later than 30 days after such Change of Control, terminate its Commitment, which
shall thereupon be terminated, and declare the Notes held by it (together with
accrued interest thereon) and any other amounts payable hereunder for its
account to be, and such Notes 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 Exchange Act) 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 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.





                                       26

<PAGE>   32



                                    ARTICLE 3
                                   CONDITIONS

     SECTION 3.01. Closing. The closing hereunder shall occur upon the
satisfaction of the following conditions (with respect to each document, dated
the Closing Date unless otherwise indicated):

     (a) receipt by the Administrative Agent of a duly executed Revolving Credit
Note and a duly executed Competitive Bid Note for the account of each Bank dated
on or before the Closing Date complying with the provisions of Section 2.05;

     (b) receipt by the Administrative Agent of an opinion of Eric A. Blanchard,
Esq., general counsel of the Borrower, 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;

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

     (d) receipt by the Administrative Agent of evidence satisfactory to it of
(i) the termination, effective on or before the Effective Date, of the
commitments under the Existing Credit Agreement, (ii) the repayment in full, not
later than the Effective Date, of all loans (if any) thereunder, together with
interest accrued thereon to the Effective Date, and (iii) the payment in full,
not later than the Effective Date, of all accrued and unpaid facility fees and
all other amounts due and payable thereunder;

     (e) satisfaction of the Required Banks as to the absence of any material
adverse change in the business, financial position, results of operations or
prospects of the Borrower and its Consolidated Subsidiaries, considered as a
whole, since May 25, 1997; and

     (f) receipt by the Administrative Agent of all documents the Administrative
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
Administrative Agent.





                                       27

<PAGE>   33



The Administrative 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. The Borrower and the Banks that are parties to the Existing Credit
Agreement and comprising the "Required Banks" thereunder agree that the
commitments under the Existing Credit Agreement shall terminate in their
entirety simultaneously with and subject to the effectiveness of this Agreement
and that the Borrower shall be obligated to pay on the Effective Date the
accrued facility fees thereunder to but excluding such date.

     SECTION 3.02. 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;

     (b) receipt by the Administrative Agent of a Notice of Borrowing as
required by Section 2.02 or 2.03, 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 4.01. 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




                                       28

<PAGE>   34



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

     SECTION 4.02. Corporate and Governmental Authorization; No Contravention.
The execution, delivery and performance by the Borrower of this Agreement 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.

     SECTION 4.03. 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 4.04. Financial Information. (a) The consolidated statement of
financial position of the Borrower and its Consolidated Subsidiaries as of May
25, 1997 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 1997 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 23, 1997 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 Exchange Act) 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).





                                       29

<PAGE>   35



     (c) Since May 25, 1997 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.

     SECTION 4.05. 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 4.06. Compliance with Laws; ERISA. (a) Each of the Borrower and its
Subsidiaries is in compliance 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.

     (b) 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 4.07. Environmental and Health 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




                                       30

<PAGE>   36



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 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 4.08. 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 4.09. 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 5.09, 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 any 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 any 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




                                       31

<PAGE>   37



Borrower and its Consolidated Subsidiaries, taken as a whole, or the ability of
the Borrower to perform its obligations under this Agreement.



                                    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 5.01. Information. The Borrower will deliver to each of the Banks:

     (a) as soon as available and in any event within 90 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 45 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, the chief accounting officer or the treasurer 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 5.09 to
5.11, inclusive, on the date of such financial statements and (ii) stating
whether any Default exists on the



                                       32

<PAGE>   38



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, the chief accounting officer or the treasurer 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 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




                                       33

<PAGE>   39




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

     SECTION 5.02. 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 5.03. 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 Administrative Agent, information presented in reasonable
detail as to the insurance so carried.

     SECTION 5.04. Conduct of Business and Maintenance of Existence. The
Borrower will continue, and will cause each Subsidiary to continue, to engage in
business of the 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 5.04 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.




                                       34

<PAGE>   40



     SECTION 5.05. 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 5.06. 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 5.07. 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 effect to
such merger, no Default shall have occurred and be continuing.

     SECTION 5.08. 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 5.09. Negative Pledge. Neither the Borrower nor any Subsidiary will
create, assume or suffer to exist any Lien on any asset (including without
limitation the stock of any Subsidiary) 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;




                                       35

<PAGE>   41




     (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 existing 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;

     (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 0.65 to 1.00.




                                       36

<PAGE>   42
     SECTION 5.11. Fixed Charge Coverage Ratio. As of the last day of each
fiscal quarter of the Borrower, 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.



                                    ARTICLE 6
                                    DEFAULTS

     SECTION 6.01. 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 5.01 through 5.06;

     (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
Administrative 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




                                       37

<PAGE>   43



itself or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, or shall consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally 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;

then, and in every such event, the Administrative 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




                                       38

<PAGE>   44



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 Administrative 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 6.02. Notice of Default. The Administrative Agent shall give notice
to the Borrower under Section 6.01(c) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.



                                    ARTICLE 7
                                   THE AGENTS

     SECTION 7.01. Appointment and Authorization. Each Bank irrevocably appoints
and authorizes the Administrative 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 Administrative Agent by the terms hereof or thereof, together
with all such powers as are reasonably incidental thereto.

     SECTION 7.02. Agents and Affiliates. Each of The Chase Manhattan Bank,
NationsBank, N.A. and Wachovia Bank, N.A. 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 an Agent, and each of The Chase
Manhattan Bank, NationsBank, N.A. and Wachovia Bank, N.A. 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 an Agent.

     SECTION 7.03. Action by Administrative Agent. The obligations of the
Administrative Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Administrative Agent shall
not be required to take any action with respect to any Default, except as
expressly provided in Article 6.




                                       39

<PAGE>   45



     SECTION 7.04. Consultation with Experts. The Administrative 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 7.05. Liability of Agents. Neither any 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 any 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, except receipt of items required to be
delivered to the Administrative Agent; or (iv) the validity, effectiveness or
genuineness of this Agreement, the Notes or any other instrument or writing
furnished in connection herewith. No Agent shall incur any liability by acting
in reliance upon any notice, consent, certificate, statement, or other writing
(which may be a bank wire, facsimile transmission or similar writing) believed
by it to be genuine or to be signed by the proper party or parties.

     SECTION 7.06. Indemnification. Each Bank shall, ratably in accordance with
its Commitment, indemnify each Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including reasonable 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.

     SECTION 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon any 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 any 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.




                                       40

<PAGE>   46



     SECTION 7.08. Successor Administrative Agent. The Administrative 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 Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Banks, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent gives notice
of resignation, then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor Administrative 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 Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent.

     SECTION 7.09. Administrative Agent's Fee. The Borrower shall pay to the
Administrative Agent for its own account fees in the amounts and at the times
previously agreed upon between the Borrower and the Administrative Agent.

     SECTION 7.10. Other Agents. The Syndication Agent and the Documentation
Agent shall have no responsibilities hereunder in their respective capacities as
Agents after the Closing Date. No Bank referred to as a Co-Agent on the
signature pages hereof shall have any responsibility or obligation under this
Agreement in its capacity as Co-Agent.



                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

     SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If
on or prior to the first day of any Interest Period for any Euro-Dollar Loan or
Competitive Bid LIBOR Loan:

     (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that (i) adequate and reasonable means do not
exist for ascertaining the London Interbank Offered Rate for use in establishing
the interest rate for such Loan for such Interest Period, or (ii) deposits in
dollars



                                       41

<PAGE>   47



(in the applicable amounts) are not generally available 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 Administrative Agent
that the London Interbank Offered Rate as determined by the Administrative Agent
will not adequately and fairly reflect the cost to such Banks of funding their
Euro-Dollar Loans for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon until the Administrative 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 Administrative 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
Competitive Bid LIBOR Borrowing, the Competitive Bid 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 8.02. 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 Administrative Agent, the Administrative Agent
shall forthwith give notice thereof to the other Banks and the Borrower,
whereupon until such Bank notifies the Borrower and the Administrative 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 Administrative 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




                                       42

<PAGE>   48



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 8.03. 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 Competitive Bid, in the case of
any Competitive Bid 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 Notes 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 Notes 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 Administrative Agent), the
Borrower shall pay 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,




                                       43

<PAGE>   49
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 Administrative 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 Administrative
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 8.04. Taxes. (a) For the purposes of this Section 8.04(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 respect
thereto, excluding (i) in the case of each Bank and each 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 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.




                                       44

<PAGE>   50



     (b) Any and all payments by the Borrower to or for the account of any Bank
or any 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 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 Administrative Agent, at its
address referred to in Section 9.01, the original or a certified copy of a
receipt evidencing payment thereof.

     (c) The Borrower agrees to indemnify each Bank and each 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 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
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 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 8.04(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 8.04(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




                                       45

<PAGE>   51



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 8.05. 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 8.02 or (ii) any Bank
has demanded compensation under Section 8.03 or 8.04 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 Administrative 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:

     (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 8.06. Substitution of Bank. If (i) the obligation of any Bank to
make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any
Bank has demanded compensation under Section 8.03 or 8.04, the Borrower shall
have the right, with the assistance of the Administrative Agent, to seek a
mutually satisfactory substitute bank or banks (which may be one or more of the
Banks) to purchase the Notes and assume the Commitment of such Bank.




                                       46

<PAGE>   52



                                    ARTICLE 9
                                  MISCELLANEOUS

     SECTION 9.01. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, facsimile
transmission or similar writing) and shall be given to such party: in the case
of the Borrower, the Administrative Agent or any Bank, at its address or
facsimile number set forth on the signature pages hereof or in the case of any
party, such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the Administrative Agent and the Borrower.
Each such notice, request or other communication shall be effective (i) if given
by facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (ii) 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 (iii) if given by any other means,
when delivered at the address specified in this Section; provided that notices
to the Administrative Agent under Article 2 or Article 8 shall not be effective
until received.

     SECTION 9.02. No Waivers. No failure or delay by the Administrative 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 9.03. Expenses; Indemnification. (a) The Borrower shall pay (i) all
reasonable out-of-pocket expenses of the Administrative Agent, including
reasonable fees and disbursements of special counsel for the Administrative
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 Administrative 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 each 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




                                       47

<PAGE>   53



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.

     SECTION 9.04. 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 9.05. 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 Administrative Agent are affected thereby, by the
Administrative 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.




                                       48

<PAGE>   54
     SECTION 9.06. Confidentiality. Each Bank agrees to exercise all reasonable
efforts to keep confidential any information delivered or made available by the
Borrower to it (including without limitation pursuant to Section 5.06) which is
clearly indicated to be confidential information; provided that nothing herein
shall prevent any Bank from disclosing such information (i) to any other Bank,
(ii) to its officers, directors, employees, agents, attorneys and accountants
who have a need to know such information in accordance with customary banking
practices and who receive such information having been made aware of the
restrictions set forth in this Section, (iii) upon the order of any court or
administrative agency, (iv) upon the request or demand of any regulatory agency
or authority having jurisdiction over such Bank, (v) which has been publicly
disclosed, (vi) to the extent reasonably required in connection with any
litigation to which the Administrative Agent, any Bank, the Borrower or their
respective affiliates may be a party, (vii) to the extent reasonably required in
connection with the exercise of any remedy hereunder, (viii) to such Bank's
legal counsel and independent auditors, and (ix) to any actual or proposed
participant or assignee of all or part of its rights hereunder which has agreed
in writing to be bound by the provisions of this Section 9.06.

     SECTION 9.07. 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 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 Administrative Agent, such Bank shall remain responsible for
the performance of its obligations hereunder, and the Borrower and the
Administrative 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 9.05 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




                                       49

<PAGE>   55



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 H hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Borrower
and the Administrative 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 Competitive Bid 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, 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 Administrative Agent and the Borrower shall make appropriate
arrangements so that, if required, new Notes are issued to the Assignee. In
connection with any such assignment, the transferor Bank shall pay to the
Administrative Agent an administrative fee for processing such assignment in the
amount of $3,500. 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 Administrative Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with Section
8.04.

     (d) Any Bank may at any time assign all or any portion of its rights under
this Agreement and its Notes 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 8.03 or 8.04 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 8.02, 8.03 or 8.04 requiring such Bank to



                                       50

<PAGE>   56



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 9.08. Collateral. Each of the Banks represents to each 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 9.09. 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 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 9.10. 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 Administrative 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 Administrative Agent in form satisfactory to it of telegraphic, facsimile
or other written confirmation from such party of execution of a counterpart
hereof by such party).

     SECTION 9.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENTS 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.




                                       51

<PAGE>   57



     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/ Cameron C. Hitchcock
                                               ---------------------------------
                                               Title: Treasurer

                                               Address: 3600 North River Road
                                                        Franklin Park, IL 60131
                                               Attention: Cameron C. Hitchcock
                                               Facsimile: (847) 233-5501


                                             AGENTS AND BANKS:

                                             THE CHASE MANHATTAN BANK







                                               Address: 270 Park Avenue
                                                        New York, NY 10017
                                               Attention: John F. Mix
                                               Facsimile number: (212) 270-1063

                                               with a copy to:

                                               Chase Securities Inc.
                                               Address: 10 S. LaSalle Street
                                                        Chicago, Illinois 60603
                                               Attention: Cassandra Garrison
                                               Facsimile number: (312) 807-4550







                                       52

<PAGE>   58



                                           NATIONSBANK, N.A.




                                           By /s/ Lisa S. Donoghue
                                             -----------------------------------
                                               Title: Senior Vice President
                                               Address: 233 S. Wacker Dr. #2800
                                               Attention: Lisa S. Donoghue
                                               Facsimile number: (312) 234-5601





                                           WACHOVIA BANK, N.A.

                                           By /s/ Todd Bagle
                                             -----------------------------------
                                               Title: Vice President

                                               Address: 191 Peachtree St.
                                                        Atlanta, GA 30303
                                               Attention: Todd Eagle
                                               Facsimile number: (404) 332-6898







                                       53

<PAGE>   59



                                        CO-AGENTS AND BANKS:

                                        THE FIRST NATIONAL BANK OF
                                        CHICAGO, as Co-Agent


                                        By /s/ Deborah E. Stevens
                                          --------------------------------------
                                           Title: Authorized Agent
                                           Address: One First National Plaza
                                                    Chicago, IL 60670-0088
                                           Attention: Deborah E. Stevens
                                           Facsimile number: (312) 732-1117


                                        HARRIS TRUST $ SAVINGS BANK,
                                        as Co-Agent


                                        By /s/ Karen L. Knudsen
                                           -------------------------------------
                                           Address: 111 West Monroe
                                                    Floor 18W
                                                    Chicago, IL 60603
                                           Attention: Karen L. Knudsen
                                           Facsimile number: (312) 765-8095


                                        THE NORTHERN TRUST COMPANY,
                                        as Co-Agent


                                        By /s/ Sidney R. Dillard 
                                          --------------------------------------
                                           Title: Vice President
                                           Address: 50 South LaSalle
                                                    Chicago, IL 60675
                                           Attention: Sidney R. Dillard
                                           Facsimile number: (312) 444-5055






<PAGE>   60




                                        BANK OF AMERICA NT&SA,
                                        as Co-Agent


                                        By /s/ G. Burton Queen
                                          -------------------------------------
                                           Title: Managing Director
                                           Address: 231 South LaSalle Street
                                                    Chicago, IL 60697
                                           Attention: G. Burton Queen
                                           Facsimile number: (312) 987-1276


                                        MELLON BANK, N.A.,
                                        as Co-Agent


                                        By /s/ Ryan F. Busch
                                           -------------------------------------
                                           Title: Assistant Vice President
                                           Address: One Mellon Bank Center
                                                    Suite 4525
                                                    Pittsburgh, PA 15258-0001
                                           Attention: Ryan F. Busch
                                           Facsimile number: (412) 236-1914



<PAGE>   61
                                  BANKS:                                        

                                  MORGAN GUARANTY TRUST
                                  COMPANY OF NEW YORK


                                  By /s/ Christopher C. Kunhardt
                                     ------------------------------------------
                                     Title: Vice President


                                     Address: 60 Wall Street, 22nd Floor
                                              New York, NY 10260-0060
                                     Attention: Patricia Merritt
                                     Facsimile number: (212) 648-5249





                                  FIRST AMERICAN NATIONAL BANK

                                  By /s/ Alexis Griffin
                                     ------------------------------------------
                                     Title: Bank Officer

                                     
                                     Address: Fourth and Union Streets
                                              3rd Floor
                                              Nashville, TN 37237-0310
                                     Attention: Alexis Griffin

                                     Facsimile number: (615) 748-2485


                                  LASALLE NATIONAL BANK


                                  By /s/ Richard P. Bott
                                     ------------------------------------------
                                     Title: Senior Vice President

                                     Address: 135 South LaSalle Street
                                              Suite 210
                                              Chicago, IL 60603
                                     Attention: Joy Lippo
                                     Facsimile number: 312-904-1706






<PAGE>   62
                                  SUNTRUST BANK, ATLANTA

                                  By /s/ Brian M. Davis   
                                     ------------------------------------------ 
                                     Title: Assistant Vice President

                                  By /s/ F. Steven Parrish
                                     ------------------------------------------ 
                                     Title: Vice President

                                     Address: 25 Park Place
                                              Atlanta, GA 30303
                                     Attention: Brian M. Davis
                                     Facsimile number: (404) 230-5305



                                  BANKERS TRUST COMPANY


                                  By /s/ David J. Bell
                                     ------------------------------------------ 
                                     Title: Vice President

                                     Address: One Bankers Trust Plaza
                                              New York, NY 10006
                                     Attention: David Bell
                                     Facsimile number: (212) 250-7218


                                  THE BANK OF NEW YORK


                                  By /s/ John C. Lambert
                                     ------------------------------------------
                                     Title: Vice President

                                     Address: One Wall Street, 19th Floor
                                              New York, NY 10286
                                     Attention: John C. Lambert
                                     Facsimile number: (212) 635-1208






<PAGE>   63



                                  BANK ONE ILLINOIS, N.A.


                                  By /s/ Regina L. Dutton
                                     ------------------------------------------
                                     Title: Assistant Vice President


                                  By /s/ Jon Flusser 
                                     ------------------------------------------
                                     Address: 200 S. Wacker Drive
                                              Chicago, IL 60606
                                     Attention: Mark Niedzwiedz
                                     Facsimile number: (312) 627-5850



                                  FIRST UNION NATIONAL BANK


                                  By /s/ Mary J. Amatore
                                     ------------------------------------------
                                     Title: Vice President

                                     Address: One First Union Center
                                              Charlotte, NC 28288-0745
                                     Attention: Mary J. Amatore
                                     Facsimile number: (704) 383-7236






<PAGE>   64



                                  AGENTS:

                                  THE CHASE MANHATTAN BANK,
                                  as Administrative Agent


                                  By /s/ John F. Mix   
                                     ------------------------------------------
                                     Title: Vice President

                                     Address:    270 Park Avenue        
                                                 New York, NY 10017             
                                     Attention: John F. Mix                     
                                     Facsimile number: (212) 270-1063   

                                     With a copy to:                    
                                                                                
                                     Chase Securities Inc.              
                                     Address:    10 S. LaSalle Street           
                                                 Chicago, Illinois 60603        
                                     Attention: Cassandra Garrison              
                                     Facsimile number: (312) 807-4550   



                                  NATIONSBANK, N.A.        
                                  as Syndication Agent


                                  By /s/ Lisa S. Donoghue
                                     ------------------------------------------
                                     Title: Senior Vice President



                                  WACHOVIA BANK, N.A.      
                                  as Documentation Agent   

                                                                                
                                  By /s/ Todd Eagle      
                                     ------------------------------------------
                                     Title: Vice President

<PAGE>   65



                                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      0.14%      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 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 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.

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

<PAGE>   66



     "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).




                                        2

<PAGE>   67
                               COMMITMENT SCHEDULE



COMMITMENT                           NAME OF BANK
----------                           ------------
$ 50,000,000                         The Chase Manhattan Bank
$ 45,000,000                         NationsBank, N.A.
$ 45,000,000                         Wachovia Bank, N.A.
$ 40,000,000                         The First National Bank of Chicago
$ 40,000,000                         Harris Trust & Savings Bank
$ 40,000,000                         The Northern Trust Company
$ 40,000,000                         Bank of America NT&SA
$ 40,000,000                         Mellon Bank, N.A.
$ 20,000,000                         Morgan Guaranty Trust Company of New York
$ 20,000,000                         First American National Bank
$ 20,000,000                         LaSalle National Bank
$ 20,000,000                         SunTrust Bank, Atlanta
$ 20,000,000                         Bankers Trust Company
$ 20,000,000                         The Bank of New York
$ 20,000,000                         Bank One Illinois, N.A.
$ 20,000,000                         First Union National Bank


Total:  $500,000,000
        ============