<PAGE>   1
                                                                  EXHIBIT 10.43

                                                               [EXECUTION COPY]



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


                                 $1,075,000,000
                      AMENDED AND RESTATED CREDIT AGREEMENT



                           dated as of August 23, 1999


                                      among


                             R.J. TOWER CORPORATION,

                              TOWER ITALIA S.r.l.,

                     BANK OF AMERICA, NATIONAL ASSOCIATION,

                                    as Agent,


                                       and


                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


                                   Arranged By

                         BANC OF AMERICA SECURITIES, LLC
                        as Lead Arranger and Book Manager


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


<PAGE>   2



                                TABLE OF CONTENTS

                                                                 Section Page


ARTICLE I - DEFINITIONS AND INTERPRETATIONS 1

   CERTAIN DEFINED TERMS   1
   OTHER INTERPRETIVE PROVISIONS 1
   ACCOUNTING MATTERS      3
   CURRENCY EQUIVALENTS GENERALLY 3

ARTICLE II THE CREDITS     3

   COMMITMENTS    4
     Revolving Commitments 4
     ---------------------
     Term A Loans 4
     Italian Euro Term Loan      6
   LOAN ACCOUNTS AND NOTES 6
     The Loan Accounts     6
     The Notes    6
   PROCEDURE FOR BORROWING 7
   CONVERSION AND CONTINUATION ELECTIONS    8
   VOLUNTARY TERMINATION OR REDUCTION OF REVOLVING COMMITMENTS  9
   OPTIONAL PREPAYMENTS    10
   MANDATORY REDUCTION OF REVOLVING COMMITMENTS      10
   REPAYMENT      11
     The Revolving Credit  11
     The Swingline         11
   SCHEDULED TERM A REPAYMENTS   11
   SCHEDULED ITALIAN EURO TERM REPAYMENTS   11
   INTEREST       12
   FEES  13
     Facility Fees         13
     Alternate Currency Subfacility Fees    13
   COMPUTATION OF FEES AND INTEREST  13
   PAYMENTS BY CREDIT PARTIES    13
   PAYMENTS BY THE LENDERS TO THE AGENT     14
   SHARING OF PAYMENTS, ETC.     15
   SWINGLINE LOANS  15
   LETTERS OF CREDIT       18
   LETTER OF CREDIT SUBFACILITY  18
   ISSUANCE, AMENDMENT AND RENEWAL OF LETTERS OF CREDIT       20
   RISK PARTICIPATIONS, DRAWINGS AND REIMBURSEMENTS  22
   REPAYMENT OF PARTICIPATIONS   24
   ROLE OF THE LC ISSUERS  24
   OBLIGATIONS ABSOLUTE    25
   --------------------


<PAGE>   3



   CASH COLLATERAL PLEDGE  26
   LETTER OF CREDIT FEES   26
   UNIFORM CUSTOMS AND PRACTICE  27
   ALTERNATE CURRENCY ANNEX CONTROLS WHEN CONFLICT   27
   ALTERNATE CURRENCY SUBFACILITY  27
   GUARANTY AND PLEDGE AGREEMENTS  35

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY   35

   TAXES 35
   ILLEGALITY     37
   INCREASED COSTS AND REDUCTION OF RETURN  38
   FUNDING LOSSES 38
   INABILITY TO DETERMINE RATES  39
   RESERVES ON OFFSHORE RATE LOANS AND ALTERNATE CURRENCY LOANS        40
   EXCHANGE CONTROLS       40
   CERTIFICATES OF LENDING PARTY 40
   SUBSTITUTION OF LENDERS 40
   SURVIVAL       41

ARTICLE CONDITIONS PRECEDENT AND SUBSEQUENT         41

   CONDITIONS OF RESTATEMENT     41
     Credit Agreement and Notes  41
     Resolutions; Incumbency     41
     Organization Documents; Good Standing  42
     Legal Opinions        42
     Payment of Fees       42
     Guaranties   42
     Certificate  42
     Lien Searches         43
     -------------
     Other Documents       43
   CONDITIONS TO CONVERSION OF TERM A DOLLAR LOANS TO TERM A EURO LOANS     43
     Notice of Conversion  43
     Approved Foreign Subsidiary Borrower Documents  44
   CONDITIONS TO ALL CREDIT EXTENSIONS AND CONTINUATIONS/CONVERSIONS   45
     Notice of Borrowing, Letter of Credit Related Document or
        Conversion/Continuation  45
     Continuation of Representations and Warranties  45
     No Existing Default   45

ARTICLE REPRESENTATIONS AND WARRANTIES     45

   CORPORATE EXISTENCE AND POWER 46
   CORPORATE AUTHORIZATION; NO CONTRAVENTION  46
   GOVERNMENTAL AUTHORIZATION    46
   BINDING EFFECT 47



<PAGE>   4

   LITIGATION     47
   NO DEFAULT     47
   ERISA COMPLIANCE        47
   USE OF PROCEEDS; MARGIN REGULATIONS      48
   TITLE TO PROPERTIES     48
   TAXES 48
   FINANCIAL CONDITION     48
   ENVIRONMENTAL MATTERS   49
   REGULATED ENTITIES      50
   COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, ETC.  50
   SUBSIDIARIES     50
   INSURANCE        50
   SOLVENCY         51
   FULL DISCLOSURE  51

ARTICLE  AFFIRMATIVE COVENANTS   51

   FINANCIAL STATEMENTS    51
   CERTIFICATES; OTHER INFORMATION 52
   NOTICES        52
   PRESERVATION OF CORPORATE EXISTENCE, ETC.  54
   MAINTENANCE OF PROPERTY 54
   INSURANCE      55
   PAYMENT OF OBLIGATIONS  55
   COMPLIANCE WITH LAWS    55
   COMPLIANCE WITH ERISA   55
   INSPECTION OF PROPERTY AND BOOKS AND RECORDS      56
   ENVIRONMENTAL LAWS      56
   USE OF PROCEEDS         56
   FURTHER ASSURANCES      56
   YEAR 2000      57

ARTICLE  NEGATIVE COVENANTS      57

   LIMITATION ON LIENS; NEGATIVE PLEDGE     57
   DISPOSITION OF ASSETS   59
   CONSOLIDATIONS AND MERGERS    60
   LOANS AND INVESTMENTS 61
   LIMITATION ON INDEBTEDNESS 62
   TRANSACTIONS WITH AFFILIATES 63
   USE OF PROCEEDS  63
   CONTINGENT OBLIGATIONS 64
   JOINT VENTURES 64
   LEASE OBLIGATIONS 65
   RESTRICTED PAYMENTS 65
   ERISA 66
   CHANGE IN BUSINESS 66




<PAGE>   5

   ACCOUNTING CHANGES 66
   FINANCIAL CONDITION 66
   LIMITATIONS ON NEGATIVE PLEDGES 67

ARTICLE EVENTS OF DEFAULT 68

   EVENT OF DEFAULT        68
     Non-Payment  68
     Representation or Warranty  68
     Specific Defaults     68
     Other Defaults        68
     Cross-Default         68
     Insolvency; Voluntary Proceedings      69
     Involuntary Proceedings     69
     ERISA        70
     Monetary Judgments    70
     Non-Monetary Judgments      70
     Change of Control     70
     Guarantor or Pledgor Defaults   70
   REMEDIES       70
   SPECIFIED SWAP CONTRACT REMEDIES  71
   RIGHTS NOT EXCLUSIVE    71

ARTICLE  THE AGENT         71

   APPOINTMENT AND AUTHORIZATION; "AGENT\   71
   DELEGATION OF DUTIES    72
   LIABILITY OF AGENT      72
   RELIANCE BY AGENT       72
   NOTICE OF DEFAULT       73
   CREDIT DECISION  73
   INDEMNIFICATION OF AGENT      74
   AGENT IN INDIVIDUAL CAPACITY  74
   SUCCESSOR AGENT  75
   WITHHOLDING TAX  75
   CO-AGENTS        76

ARTICLE  MISCELLANEOUS     77

   AMENDMENTS AND WAIVERS  77
   NOTICES          78
   NO WAIVER; CUMULATIVE REMEDIES  78
   COSTS AND EXPENSES      79
   INDEMNIFICATION  79
     General        79
     Environmental        80
   MARSHALLING; PAYMENTS SET ASIDE 81
   SUCCESSORS AND ASSIGNS  81



<PAGE>   6

   ASSIGNMENTS, PARTICIPATIONS, ETC.        81
   CONFIDENTIALITY  83
   SET-OFF          84
   AUTOMATIC DEBITS OF FEES      85
   NOTIFICATION OF ADDRESSES, LENDING OFFICES, ETC.  85
   COUNTERPARTS   85
   SEVERABILITY   85
   NO THIRD PARTIES BENEFITED      85
   GOVERNING LAW AND JURISDICTION  85
   WAIVER OF JURY TRIAL    86
   ENTIRE AGREEMENT        86
   JUDGMENT CURRENCY       87



<PAGE>   7


                                    SCHEDULES

         Schedule 1.1      -     Defined Terms
         Schedule 2.1      -     Commitments
         Schedule 2.9      -     Pricing Grid
         Schedule 2.16     -     Existing Letters of Credit
         Schedule 5.5      -     Litigation
         Schedule 5.7      -     ERISA
         Schedule 5.11     -     Permitted Liabilities
         Schedule 5.12     -     Environmental Matters
         Schedule 5.15     -     Subsidiaries and Minority Interests
         Schedule 5.16     -     Insurance Matters
         Schedule 7.1      -     Permitted Liens
         Schedule 7.2      -     Permitted Dispositions
         Schedule 7.4      -     Permitted Investments
         Schedule 7.5(c)   -     Permitted Indebtedness
         Schedule 7.8      -     Contingent Obligations
         Schedule 10.2     -     Lending Offices; Addresses for Notices


                                    EXHIBITS

         Exhibit A         -     Form of Notice of Borrowing
         Exhibit B         -     Form of Notice of Conversion/Continuation
         Exhibit C         -     Form of Compliance Certificate
         Exhibit D-1       -     Form of Legal Opinion of Company's
                                   Special Michigan Counsel
         Exhibit D-2       -     Form of Legal Opinion of Company's Special
                                   New York Counsel
         Exhibit E         -     Form of Assignment and Acceptance
         Exhibit F-1       -     Form of Revolving Note
         Exhibit F-2       -     Form of Swingline Note
         Exhibit F-3      -      Form of Term A Dollar Note
         Exhibit F-4      -      Form of Term A Euro Note
         Exhibit F-5       -     Form of Italian Euro Term Note
         Exhibit G         -     Form of Guaranty
         Exhibit H         -     Form of Pledge Agreement
         Exhibit I         -     Form of Alternate Currency Annex
         Exhibit J         -     Form of Notice of Euro Conversion


<PAGE>   8


                      AMENDED AND RESTATED CREDIT AGREEMENT

     This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered
into as of August 23, 1999, among R.J. TOWER CORPORATION, a Michigan corporation
(the "Company"), TOWER ITALIA S.r.l., a corporation organized under the laws of
Italy (the "Italian Borrower"), the several financial institutions from time to
time party to this Agreement (collectively, the "Lenders"; individually, a
"Lender"), BANK OF AMERICA, NATIONAL ASSOCIATION, MILANO BRANCH (the "Italian
Euro Term Lender"), BANK OF AMERICA, NATIONAL ASSOCIATION, as agent for the
Lenders (in such capacity, the "Agent"), and The Bank of Nova Scotia, The Chase
Manhattan Bank, Comerica Bank, First Bank National Association and Bank One,
Michigan, as co-agents.

     WHEREAS, on April 18, 1997, the Company, the Agent and various financial
institutions entered into a Credit Agreement providing for a revolving credit
facility of $750,000,000 which agreement was amended by that certain Amendment
No. 1 dated as of July 22, 1997 and that certain Amendment No. 2 and Consent
dated as of October 3, 1997 (as amended, the "Original Credit Agreement").

     WHEREAS, the parties hereto wish to further amend the Original Credit
Agreement to read as set forth in the Original Credit Agreement with the various
amendments to its terms as are set forth in the identical respective sections
set forth below.

     NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the parties hereto agree that the Original Credit
Agreement is hereby amended as set forth by the changes to each respective
section and exhibit or schedule set forth below as follows:

                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

     1.1 Certain Defined Terms. Unless the context otherwise clearly requires,
capitalized terms used in this Agreement and the other Credit Documents shall
have the respective meanings assigned thereto in Schedule 1.1.

     1.2 Other Interpretive Provisions. (a)(1) The meanings of defined
terms are equally applicable to the singular and plural forms of the defined
terms.

         (ii) The words "hereof," "herein," "hereunder" and similar words
refer to this Agreement as a whole and not to any particular provision of this
Agreement; and


                                      -1-


<PAGE>   9

Section, Schedule and Exhibit references are to this Agreement unless otherwise
specified.

         (iii)  The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.

     (b) (i)    The term "including" is not limiting and means "including
without limitation."

         (ii)   In the computation of periods of time from a specified date to
a later specified date, the word "from" means "from and including"; the words
"to" and "until" each mean "to but excluding", and the word "through" means "to
and including."

         (iii)  The term "property" includes any kind of property or asset,
real, personal or mixed, tangible or intangible.

         (iv)   The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement. (c) Unless the context otherwise clearly requires, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Credit Document, (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting the statute or
regulation, (iii) references to any Person shall be deemed to include such
Person's successors and assigns, but only to the extent such succession or
assignment is not prohibited by the terms of any Credit Document, and (iv)
reference to a Person in a particular capacity shall be deemed to exclude such
Person in any other capacity or individually.

     (d) If there is any conflict between this Agreement and any other Credit
Document, this Agreement and such other Credit Document shall be construed and
interpreted, if possible, to avoid or minimize such conflict, but to the extent
of any remaining conflict this Agreement shall prevail and control.

     (e) This Agreement and the other Credit Documents may use several different
limitations, tests or measurements to regulate the same or similar matters. All
such limitations, tests and measurements are cumulative and shall each be
performed in accordance with their terms.

     (f) This Agreement and the other Credit Documents are the result of
negotiations among and have been reviewed by counsel to the Agent, the Company
and


                                      -2-


<PAGE>   10


the other parties, and are the products of all parties. Accordingly, they
shall not be construed against the Lending Parties or the Agent merely because
of the Agent's or Lending Parties' involvement in their preparation.

     (g) All references to the Original Credit Agreement in this Agreement and
the other Credit Documents shall be deemed to be references to this Agreement as
hereby amended.

     1.3 Accounting Matters.

     (a) Unless the context otherwise clearly requires, all accounting terms not
expressly defined herein shall be construed, and all financial computations
required under this Agreement shall be made, in accordance with GAAP,
consistently applied; provided that all computations determining compliance with
Article VII, including the definitions used therein, shall utilize accounting
principles and policies in effect at the time of the preparation of, and in
conformity with those used to prepare the December 31, 1998 financial statements
delivered to the Agent and described in Section 5.11, but shall not give effect
to purchase accounting adjustments required or permitted by APB 16 and APB 17 or
interpretations thereof.

     In addition, if after the date hereof there is any change in GAAP which
either the Required Lenders, the Required Term Lenders or the Company determines
has an adverse effect upon the utility of financial covenants or other
provisions as a measure of the Company's financial condition or operating
performance, then for a period of thirty (30) days following notice (x) in the
case of the Company, to the Agent and (y) in the case of the Required Lenders,
or the Required Term Lenders from the Agent to the Company, the parties shall
negotiate in good faith regarding appropriate amendments to this Agreement to
eliminate the effect of such change; provided that, if no such agreement is
reached within such period, GAAP shall mean GAAP as in effect immediately prior
to the effectiveness of such change.

     (b) References herein to "fiscal year" and "fiscal quarter" refer to such
fiscal periods of the Company; and references to a particular fiscal year (for
example, the 1997 fiscal year) shall be deemed to refer to the fiscal year
ending in such specified calendar year.

     1.4 Currency Equivalents Generally. For all purposes of this Agreement (but
not for purposes of the preparation of any financial statements delivered
pursuant hereto), the equivalent in any Alternate Currency or other currency of
an amount in Dollars, and the equivalent in Dollars of an amount in any
Alternate Currency or other currency, shall be determined as set forth in the
definition of Dollar Equivalent.

                                   ARTICLE II
                                  THE CREDITS


                                      -3-

<PAGE>   11


     2.1 Commitments

     (a) Revolving Commitments. Each Revolving Lender severally agrees, on the
terms and conditions set forth herein, to make loans in Dollars to the Company
(each such loan, a "Revolving Loan") from time to time on any Business Day
during the period from the Original Closing Date to the Commitment Termination
Date, in an aggregate amount not to exceed at any time outstanding such
Revolving Lender's Revolver Pro Rata Share of the Total Commitment Amount less
the Effective Amount of all outstanding Revolving Loans (after giving effect to
the Revolving Loans (including for purposes hereof Swingline Loans and Alternate
Currency Loans) made on such Business Day) less the Effective Amount of all
outstanding Letter of Credit Obligations (after giving effect to the Letters of
Credit Issued on such Business Day) plus the lesser of (x) the Effective Amount
of all Alternate Currency Loans supported by Alternate Currency Standby Letters
of Credit (after giving effect to the Alternate Currency Standby Letters of
Credit Issued on such Business Day) and (y) the Effective Amount of all Letter
of Credit Obligations with respect to Alternate Currency Standby Letters of
Credit (after giving effect to the Alternate Currency Standby Letters of Credit
Issued on such Business Day). The commitment of each Revolving Lender described
in this Section 2.1(a) is herein referred to as such Revolving Lender's
"Revolving Commitment" and, with respect to any Revolving Lender, means the
principal amount set forth opposite such Revolving Lender's name on Schedule 2.1
to the Original Credit Agreement (or as set forth in any applicable Assignment
and Acceptance Agreement) as such commitment may have been or may hereafter be
adjusted pursuant to the terms of this Agreement. Within the limits of each
Revolving Lender's Revolving Commitment, and subject to the other terms and
conditions hereof, the Company may borrow Revolving Loans under this Section
2.1, prepay under Section 2.6 and reborrow Revolving Loans under this Section
2.1.

     (b) Term A Loans

     (i) Term A Dollar Loans. Each Term A Dollar Lender, severally and for
itself alone, hereby agrees, on the terms and subject to the conditions
hereinafter set forth herein and to make a loan (each such loan, a "Term A
Dollar Loan" and collectively, the "Term A Dollar Loans") to the Company on the
Restatement Date in an aggregate principal amount equal to the Term A Dollar
Commitment of such Term A Dollar Lender. The Term A Dollar Loans (1) shall be
incurred by the Company pursuant to a single drawing, which shall be on the
Restatement Date, (2) shall be denominated in Dollars, (3) shall be made as Base
Rate Loans or Offshore Rate Loans, at the option of the Company, and, except as
hereinafter provided, may, at the option of the Company , be maintained as
and/or converted into Base Rate Loans or Offshore Rate Loans, provided, that all
Term A Dollar Loans made by the Term A Dollar Lenders pursuant to the same
Borrowing shall, unless otherwise specifically provided herein, consist entirely
of Term A Dollar Loans of the same Type, provided further, that, if the Company
elects to make the Term A Dollar Loans as Offshore Rate Loans on the Restatement
Date, it shall have executed and delivered an indemnity letter in form and
substance satisfactory to the


                                      -4-


<PAGE>   12



Agent at least three Business Days prior to the Restatement Date indemnifying
each Term A Lender for its costs in the event the funds are not borrowed as
anticipated, and (4) shall not exceed for any Lender at the time of incurrence
thereof on the Restatement Date the Term A Dollar Commitment, if any, of such
Lender at such time. Each Term A Dollar Lender's Term A Dollar Commitment shall
expire immediately and without further action on the Restatement Date if the
Term A Dollar Loans are not made on the Restatement Date. No amount of a Term A
Dollar Loan which is repaid or prepaid by the Company may be reborrowed
hereunder.

     (ii) Optional Conversion of Term A Dollar Loans to Term A Euro Loans.
Subject to the terms and conditions of this Agreement and provided that no
Default or Event of Default then exists, the Company shall have the option (the
"Euro Conversion Option") exercisable one time only, to convert not less than
$25,000,000 nor more than $100,000,000 of its then outstanding Term A Dollar
Loans to Term A Euro Loans and to designate a Foreign Subsidiary as the primary
obligor with respect to such Term A Euro Loans. The Company may elect to
exercise the Euro Conversion Option by written notice delivered to the Agent and
each Term A Dollar Lender in the form of a Notice of Euro Conversion at least
ten (10) Business Days prior to the requested Conversion Date which notice shall
specify (i) the aggregate Dollar amount of Term A Dollar Loans which the Company
desires to convert to Term A Euro Loans (the "Dollar Conversion Amount"), (ii)
the date which the Company desires such conversion to be effective which shall
be a Business Day not less than ten (10) Business Days after the date such
notice is given, (iii) the duration of the requested Interest Period for such
Loans and (iv) if the Company desires to assign its Obligations with respect to
such Term A Euro Loans to an Approved Foreign Subsidiary Borrower, the name of
such Approved Foreign Subsidiary Borrower. On the date which is two (2) Business
Days prior to the Euro Conversion Date, the Agent shall notify the Company and
each Term A Lender of the amount of Euro which is equivalent to the aggregate
Dollar amount of Term A Loans requested to be so converted based on the Spot
Rate on the date which is two Business Days prior to the Euro Conversion Date.
On the Euro Conversion Date, each Term A Dollar Lender, severally and for itself
alone, hereby agrees, on the terms and subject to the conditions hereinafter set
forth herein, to convert a portion of its Term A Dollar Loan to a Term A Euro
Loan in an aggregate principal amount equal to its Term A Dollar Pro Rata Share
of the aggregate amount of Term A Euro Loans requested by the Company (each such
loan, a "Term A Euro Loan" and collectively, the "Term A Euro Loans") and, with
respect to such Loan, each such Lender shall be a Term A Euro Lender. The Term A
Euro Loans (1) shall be incurred by the Company or the Approved Foreign
Subsidiary Borrower, as the case may be, pursuant to the Euro Conversion Option
on the Euro Conversion Date, (2) shall be denominated in Euro and (3) shall be
continued as Offshore Rate Loans, provided, that all Term A Euro Loans made by
the Term A Euro Lenders pursuant to the same Borrowing shall, unless otherwise
specifically provided herein, consist entirely of Term A Euro Loans of the same
Type. No amount of a Term A Euro Loan which is repaid or prepaid by the Company
or the Approved Foreign Subsidiary Borrower, as the case may be, may be
reborrowed hereunder.




                                      -5-


<PAGE>   13


     (c) Italian Euro Term Loan. The Italian Euro Term Lender hereby agrees, on
the terms and subject to the conditions hereinafter set forth herein, to make a
loan (the "Italian Euro Term Loan") to the Italian Borrower on the Italian Euro
Term Loan Closing Date in an aggregate principal amount equal to the Italian
Euro Term Commitment. The Italian Euro Term Loan (1) shall be incurred by the
Italian Borrower pursuant to a single drawing, which shall be on the Italian
Euro Term Loan Closing Date, (2) shall be denominated in Euro, (3) shall be made
and continued as an Offshore Rate Loan, and (4) shall not exceed the Italian
Euro Term Commitment of the Italian Euro Term Lender. The Italian Euro Term
Lender's Italian Euro Term Commitment shall expire immediately and without
further action on the close of business on September 30, 1999 if the conditions
set forth in Section 4.3 have not been satisfied prior to such time. No amount
of Italian Euro Term Loan which is repaid or prepaid by the Italian Borrower may
be reborrowed hereunder.

     2.2 Loan Accounts and Notes.

     (a) The Loan Accounts. The Loans made by each Lender shall be evidenced by
one or more loan accounts or records maintained by such Lender in the ordinary
course of business. The loan accounts or records reasonably maintained by the
Agent and each Lender shall be conclusive absent manifest error of the amount of
the Loans made by the Lenders to the Company and the interest and payments
thereon. Any failure so to record or any error in doing so shall not, however,
limit or otherwise affect the obligation of the Company hereunder to pay any
amount owing with respect to the Loans.

     (b) The Notes.

     (i)  Upon the request of any Lender made through the Agent, the Loans made
by such Lender may be evidenced by one or more Notes in addition to loan
accounts. Each such Lender shall endorse on the schedules annexed to its Note(s)
the date, amount and maturity of each Loan made by it and the amount of each
payment of principal made by the Company with respect thereto. Each such Lender
is irrevocably authorized by the Company to endorse its Note(s) and each
Lender's record shall be conclusive absent manifest error; provided that the
failure of a Lender to make, or an error in making, a notation thereon with
respect to any Loan shall not limit or otherwise affect the obligations of the
Company hereunder or under any Note to such Lender.

     (ii) All Swingline Loans shall be evidenced by a Swingline Note of the
Company payable to the Agent for the account of the Swingline Lender in an
amount equal to the Swingline Commitment Amount on demand. The Agent is
irrevocably authorized by the Company to endorse on the schedules attached to
the Swingline Note (and any continuations thereof) the date, amount and maturity
of each Swingline Loan evidenced thereby and each payment of principal by the
Company with respect thereto and such record shall be conclusive absent manifest
error; provided that the failure to make, or error in making, a notation thereon
with respect to any Swingline Loan shall not





                                      -6-


<PAGE>   14

limit or otherwise affect the obligations of the Company hereunder or under such
Swingline Note with respect to such Swingline Loan. The Agent will hold the
Swingline Note and will make the Swingline Note available for inspection by the
Company or any Lender during normal business hours upon prior reasonable notice
to the Agent therefor.

         (iii) The Alternate Currency Loans with respect to a particular
Alternate Currency shall not be evidenced by notes unless otherwise indicated in
the Alternate Currency Annex for such Alternate Currency.

     2.3 Procedure for Revolving Loan Borrowing.

     (a) Each Borrowing of Revolving Loans shall be made upon the Company's
irrevocable (except in the circumstances described in Section 3.2, 3.3 or 3.5 as
provided therein) written notice delivered to the Agent in the form of a Notice
of Borrowing (which notice must be received by the Agent prior to 10:00 a.m.
(Chicago time) (i) three Business Days prior to the requested Borrowing Date, in
the case of Offshore Rate Loans; and (ii) one Business Day prior to the
requested Borrowing Date, in the case of Base Rate Loans, specifying:

         (A) the amount of the Borrowing, which in the case of Base Rate Loans
made other than pursuant to Section 2.16.3(c) or 2.17(e) shall be in an
aggregate minimum amount of $1,000,000 or any multiple of $100,000 in excess
thereof, and in the case of Offshore Rate Loans shall be in an aggregate minimum
amount of $2,000,000 or any multiple of $100,000 in excess thereof;

         (B) the requested Borrowing Date, which shall be a Business Day;

         (C) the Type of Loans comprising the Borrowing; and

         (D) in the case of Offshore Rate Loans, the duration of the Interest
Period applicable to such Loans included in such notice. If the Notice of
Borrowing fails to specify the duration of the Interest Period for any Borrowing
comprised of Offshore Rate Loans, such Interest Period shall be one month.

     (b) The Agent will promptly notify each Lender of its receipt of any Notice
of Borrowing and of the amount of such Lender's Revolver Pro Rata Share of that
Borrowing.

     (c) Each Revolving Lender will make the amount of its Revolver Pro Rata
Share of each Borrowing available to the Agent for the account of the Company at
the Agent's Payment Office by 10:00 a.m. (Chicago time) on the Borrowing Date
requested by the Company in funds immediately available to the Agent. The
proceeds of all such Loans will then be made available to the Company by the
Agent at such office by crediting the account of the Company on the books of
BofA with the aggregate of the


                                      -7-


<PAGE>   15



amounts made available to the Agent by the Revolving Lenders and in like funds
as received by the Agent.

     (d) After giving effect to any Borrowing, unless the Agent shall otherwise
consent, there may not be more than twelve different Interest Periods in effect.

     (e) If there is any conflict between this Section 2.3 and any applicable
Alternate Currency Annex, this Section 2.3 and such Alternate Currency Annex
shall be construed and interpreted, if possible, to avoid or minimize such
conflict, but to the extent of any remaining conflict such Alternate Currency
Annex shall prevail and control with respect to any Alternate Currency Loan
subject thereto.

     2.4 Conversion and Continuation Elections.

     (a) The Company may, upon irrevocable (except in the circumstances
described in Section 3.2, 3.3 or 3.5 as provided therein) written notice to the
Agent in accordance with Section 2.4(b):

     (i)  elect, as of the last day of the applicable Interest Period, to
convert any Offshore Rate Loans denominated in Dollars (or any part thereof in
an amount not less than $2,000,000) into Base Rate Loans; or

     (ii) elect, as of any Business Day, in the case of Base Rate Loans, or as
of the last day of an applicable Interest Period, in the case of Offshore Rate
Loans expiring on such last day, to (A) convert such Loans (or any part thereof
in an amount not less than the Dollar Equivalent of $2,000,000, or that is in an
integral multiple of the Dollar Equivalent of $100,000 in excess thereof) into
Offshore Rate Loans, or (B) if such Loans are Offshore Rate Loans, continue such
Loans (or any part thereof in an amount not less than the Dollar Equivalent of
$2,000,000, or that is in an integral multiple of the Dollar Equivalent of
$100,000 in excess thereof) as Offshore Rate Loans;

provided that if, at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $2,000,000, such Offshore Rate Loans shall, (y) in
the case of Dollar denominated Loans, automatically convert into Base Rate
Loans, and on and after such date the right of the Company to continue such
Loans as, and convert such Loans into, Offshore Rate Loans shall terminate and
(z) in the case of non-Dollar denominated Loans, automatically convert to
Offshore Rate Loans with an interest period of one month and on and after such
date the right of the Company to continue such Loans, as Offshore Rate Loans,
with an interest period longer than one month shall terminate.

     (b) The Company shall deliver a Notice of Conversion/ Continuation to be
received by the Agent not later than 10:00 a.m. (Chicago time) at least (i)
three Business Days in advance of the Conversion/ Continuation Date, if the
Loans are to be converted


                                      -9-


<PAGE>   16


into or continued as Offshore Rate Loans; (ii) one Business Day in advance of
the Conversion/Continuation Date, if the Loans are to be converted into Base
Rate Loans, specifying:

         (1) the proposed Conversion/Continuation Date;

         (2) the aggregate amount of Loans to be converted or continued;

         (3) the Type of Loans resulting from the proposed conversion or
             continuation; and

         (4) other than in the case of conversions into Base Rate Loans, the
             duration of the requested Interest Period.

     (c) If, upon the expiration of any Interest Period applicable to Offshore
Rate Loans, the Company has failed to select timely a new Interest Period to be
applicable to such Offshore Rate Loans or if any Event of Default then exists,
the Company shall be deemed to have elected to convert such Offshore Rate Loans
denominated in Dollars into Base Rate Loans and such Offshore Rate Loans which
are not denominated in Dollars into Offshore Rate Loans with an interest period
of one month, in each case, effective as of the expiration date of such Interest
Period.

     (d) The Agent will promptly notify each Lender of its receipt of a Notice
of Conversion/Continuation, or, if no timely notice is provided by the Company,
the Agent will promptly notify each Lender of the details of any automatic
conversion. All conversions and continuations shall be made ratably according to
the respective outstanding principal amounts of the Loans with respect to which
the notice was given held by each Lender.

     (e) Unless the Required Lenders and the Required Term Lenders otherwise
consent, during the existence of an Event of Default, the Company may not elect
to have a Loan denominated in Dollars converted into or continued as an Offshore
Rate Loan.

     (f) After giving effect to any conversion or continuation of Loans, unless
the Agent shall otherwise consent, there may not be more than twelve different
Interest Periods in effect.

     2.5 Voluntary Termination or Reduction of Revolving Commitments. The
Company may, upon not less than three Business Days' prior notice to the Agent
(which shall give notice thereof to the Lending Parties), terminate the
Revolving Commitments, or permanently reduce the Revolving Commitments by an
aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess
thereof; unless, after giving effect thereto and to any prepayments of relevant
Loans made on the effective date thereof, the Effective Amount of all
outstanding Revolving Loans (including for purposes hereof the


                                      -9-


<PAGE>   17


Swingline Loans and Alternate Currency Loans) plus the Effective Amount of all
outstanding Letter of Credit Obligations minus the lesser of (x) the Effective
Amount of all Alternate Currency Loans supported by Alternate Currency Standby
Letters of Credit and (y) the Effective Amount of all Letter of Credit
Obligations with respect to Alternate Currency Standby Letters of Credit, would
exceed the amount of the Revolving Commitments then in effect. Once reduced in
accordance with this Section 2.5, the Revolving Commitments may not be
increased. Any reduction of the Revolving Commitments shall be applied to each
Revolving Lender according to its Revolver Pro Rata Share. All accrued
commitment fees to the effective date of any reduction or termination of the
Revolving Commitments shall be paid on the effective date of such reduction or
termination.

     2.6 Optional Prepayments. Subject to Section 3.4, the Company or the
applicable borrower hereunder may, at any time or from time to time, and in the
case of Offshore Rate Loans upon not less than three Business Days' irrevocable
notice to the Agent, ratably prepay Loans in whole or in part, in minimum
amounts of $1,000,000 and a multiple of $100,000 in excess thereof in the case
of any prepayment of Offshore Rate Loans, and a minimum amount of $500,000 in
the case of any prepayment of Base Rate Loans. Such notice of prepayment shall
specify the date and amount of such prepayment and the Type(s) of Loans to be
prepaid. The Agent will promptly notify each Lender of its receipt of any such
notice, and of such ratable share of such prepayment. If such notice is given by
the Company, the Company shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein
and, in the case of any prepayment of Offshore Rate Loans together with accrued
interest to each such date on the amount prepaid and any amounts required
pursuant to Section 3.4. Any optional prepayment of the Term A Loans or the
Italian Euro Term Loans shall be applied to the Scheduled Term A Dollar
Repayments, the Scheduled Term A Euro Repayments, or the Scheduled Italian Euro
Term Repayments, as the case may be, in the inverse order of maturity, provided
that for purposes of optional prepayments, the Term A Dollar Loans, the Italian
Euro Term Loans and the Term A Euro Loans, if any, shall be treated as a single
facility with any optional prepayment to any of such Facilities applied in a
manner (as directed by the Company) such that each Lender's ratable share of the
aggregate Dollar Equivalent of such Facilities is unchanged after giving effect
to such prepayment or prepayments.

     2.7 Mandatory Reduction of Revolving Commitments. On each anniversary of
the Original Closing Date set forth below, the Total Commitment Amount shall be
automatically and permanently reduced to the respective maximum amount set forth
opposite such anniversary (unless theretofore reduced under Section 2.5 to a
lesser amount):



         Anniversary of Original                        Maximum Amount
             Closing Date
                Third                                    $675,000,000



                                      -10-




<PAGE>   18



                Fourth                                   $600,000,000
                Fifth                                    $500,000,000

     On each such date when a reduction in the Total Commitment Amount becomes
effective, the Company shall make a mandatory payment of all Revolving Loans
equal to the excess, if any, of the aggregate outstanding principal amount of
all Revolving Loans over the Total Commitment Amount as so reduced minus the
Effective Amount of all Letter of Credit Obligations minus the Effective Amount
of all Swingline Loans minus the Effective Amount of all Alternate Currency
Loans plus the lesser of (x) the Effective Amount of all Alternate Currency
Loans supported by Alternate Currency Standby Letters of Credit and (y) the
Effective Amount of all Letter of Credit Obligations with respect to Alternate
Currency Standby Letters of Credit.

     2.8 Repayment.

     (a) The Revolving Credit. The Company shall repay to the Revolving Lenders
on the Commitment Termination Date the aggregate principal amount of Revolving
Loans outstanding on such date.

     (b) The Swingline. The Company shall repay the Swingline Loans on demand.

     (c) Scheduled Term A Repayments. The Company shall cause to be paid
Scheduled Term A Repayments on the Term A Loans until the Term A Loans are paid
in full in the amounts and currencies and at the times specified in the
definition of Scheduled Term A Repayments to the extent that prepayments have
not previously been applied to such Scheduled Term A Repayments (and such
Scheduled Term A Repayments have not otherwise been reduced) pursuant to the
terms hereof. Payments to be made pursuant to this Section 2.8(c) with respect
to (i) Term A Dollar Loans shall be paid in Dollars and (ii) Term A Euro Loans
shall be paid in Euros. The Company shall repay to the Term A Lenders the
aggregate remaining principal amount of Term A Loan outstanding on the Term A
Loan Maturity Date.

     (d) Scheduled Italian Euro Term Repayments. The Italian Borrower shall
cause to be paid Scheduled Italian Euro Term Repayments on the Italian Euro Term
Loan until the Italian Euro Term Loan is paid in full in the amounts and
currencies and at the times specified in the definition of Scheduled Italian
Euro Term Repayments to the extent that prepayments have not previously been
applied to such (and such Scheduled Italian Euro Term Repayments have not
otherwise been reduced) pursuant to the terms hereof. Payments to be made
pursuant to this Section 2.8(d) shall be paid in Euros. The Italian Borrower
shall repay to the Italian Euro Term Lender the aggregate remaining principal
amount of Italian Euro Term Loans outstanding on the Italian Euro Term Loan
Maturity Date.


                                      -11-


<PAGE>   19


     2.9 Interest.

     (a) Each Revolving Loan shall bear interest on the outstanding principal
amount thereof from the applicable Borrowing Date at a rate per annum equal to
the Offshore Rate or the Base Rate, as the case may be (and subject to the
Company's right to convert to other Types of Revolving Loans under Section 2.4),
plus the Applicable Margin. Swingline Loans shall bear interest on the principal
amount thereof from the applicable Borrowing Date at a rate per annum equal to
the Quoted Rate.

     (b) Each Term Loan shall bear interest on the outstanding principal amount
thereof from the Restatement Date, or Euro Conversion Date, as the case may be,
at a rate per annum equal to the Offshore Rate or the Base Rate, as the case may
be (and subject to the Company's right to convert to other Types of Term Loans
under Section 2.4), plus the Applicable Term Margin.

     (c) Interest on each Loan (other than Alternate Currency Loans) shall be
paid in arrears on each Interest Payment Date. Interest shall also be paid on
the date of any prepayment or repayment of Offshore Rate Loans under Section 2.6
or 2.7 for the portion of the Loans so prepaid or repaid and upon payment
(including prepayment) in full thereof and, during the existence of any Event of
Default, interest shall be paid on demand of the Agent at the request of the
Required Lenders or the Required Term Lenders.

     (d) Notwithstanding Section 2.9(a), upon notice to the Company by the Agent
at the request of the Required Lenders or the Required Term Lenders either (i)
while any Event of Default exists or (ii) after acceleration, the Company shall
pay interest (after as well as before entry of judgment thereon to the extent
permitted by law) on the principal amount of all outstanding Obligations, at a
rate per annum which is determined by adding 2% per annum to the Applicable
Margin or the Applicable Term Margin, as the case may be, then in effect for
such Loans plus the Offshore Rate or Base Rate (as applicable) and, in the case
of Obligations not subject to an Applicable Margin, at a rate per annum equal to
the Base Rate plus 2%; provided that, on and after the expiration of any
Interest Period applicable to any Offshore Rate Loan outstanding on the date of
such notice, the principal amount of such Loan shall, during the continuation of
such Event of Default or after acceleration, bear interest at a rate per annum
equal to the Base Rate plus the Applicable Margin or the Applicable Term Margin,
as the case may be, plus 2%.

     (e) Anything herein to the contrary notwithstanding, the obligations of the
Company to any Lender hereunder shall be subject to the limitation that payments
of interest shall not be required for any period for which interest is computed
hereunder, to the extent (but only to the extent) that contracting for or
receiving such payment by such Lender would be contrary to the provisions of any
law applicable to such Lender limiting the highest rate of interest that may be
lawfully contracted for, charged or received by



                                  -12-



<PAGE>   20



such Lender, and in such event the Company shall pay such Lender interest at the
highest rate permitted by applicable law.

     2.10 Fees.

     (a) Facility Fees. The Company shall pay to the Agent for the account of
each Lender a facility fee on the daily average of such Lender's Revolving
Commitment (whether used or unused), computed on a quarterly basis in arrears on
the last Business Day of each calendar quarter equal to the Applicable Facility
Fee per annum from time to time in effect. Such facility fee shall accrue from
the Original Closing Date to the Commitment Termination Date and shall be due
and payable quarterly in arrears on the last Business Day of each calendar
quarter commencing on the first such quarterly date to occur following the
Original Closing Date through the Commitment Termination Date, with the final
payment to be made on the Commitment Termination Date; provided that, in
connection with any reduction or termination of Revolving Commitments under
Section 2.5 or 2.7, the accrued facility fee calculated for the period ending on
such date shall also be paid on the date of such reduction or termination, with
the following quarterly payment being calculated on the basis of the period from
such reduction or termination date to such quarterly payment date. The facility
fees provided in this Section 2.10(b) shall accrue at all times after the
above-mentioned commencement date, including at any time during which one or
more conditions in Article IV are not met.

     (b) Alternate Currency Subfacility Fees. The Company shall pay to each
applicable Alternate Currency Lender and Alternate Currency LC Issuer the fees,
if any, set forth in the applicable Alternate Currency Annex.

     2.11 Computation of Fees and Interest.

     (a) All computations of interest for Base Rate Loans when the Base Rate is
determined by BofA's "reference rate" shall be made on the basis of a year of
365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more interest being paid than if
computed on the basis of a 365-day year). Interest and fees shall accrue during
each period during which interest or such fees are computed from the first day
thereof to the last day thereof.

     (b) Each reasonable determination of an interest rate or a Dollar
Equivalent by the Agent shall be conclusive and binding on the Credit Parties
and the Lending Parties in the absence of manifest error.

     2.12 Payments by Credit Parties.

     (a) All payments to be made by any Credit Party shall be made without
set-off, recoupment or counterclaim. Except as otherwise expressly provided
herein, all



                                      -13-



<PAGE>   21

payments by any Credit Party shall be made to the Agent for the account of the
Lending Parties at the Agent's Payment Office, and shall be made in Dollars and
in immediately available funds, no later than 1:00 p.m. (Chicago time) on the
date specified herein provided that all payments with respect to the Term A Euro
Loan and the Italian Euro Term Loan shall be in Euro and all payments with
respect to the Italian Euro Term Loan shall be made to the Italian Euro Term
Lender's Payment Office. The Agent will promptly distribute to each Lender its
Revolver Pro Rata Share or Term A Dollar Pro Rata Share or Term A Euro Pro Rata
Share or to the extent not paid directly to the Italian Euro Term Lender Italian
Euro Term Pro Rata Share, as the case may be, (or other applicable share as
expressly provided herein) of such payment in like funds as received. Any
payment received by the Agent later than 1:00 p.m. (Chicago time) shall be
deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue.

     (b) Subject to the provisions set forth in the definition of "Interest
Period" herein, whenever any payment is due on a day other than a Business Day,
such payment shall be made on the following Business Day, and such extension of
time shall in such case be included in the computation of interest or fees, as
the case may be.

     (c) Unless the Agent receives notice from the Company prior to the date on
which any payment is due to the Lenders that the Company will not make such
payment in full as and when required, the Agent may assume that the Company has
made such payment in full to the Agent on such date in immediately available
funds and the Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent the Company has not made such
payment in full to the Agent, each Lender shall repay to the Agent on demand
such amount distributed to such Lender, together with interest thereon at the
Federal Funds Rate for each day from the date such amount is distributed to such
Lender until the date repaid.

     2.13 Payments by the Lenders to the Agent.

     (a) Unless the Agent receives notice from a Lender on or prior to the
Original Closing Date or, with respect to any Borrowing after the Original
Closing Date, at least one Business Day prior to the date of such Borrowing,
that such Lender will not make available as and when required hereunder to the
Agent for the account of the Company the amount of that Lender's Revolver Pro
Rata Share (or, in the case of Term Loans its Term A Dollar Pro Rata Share, Term
A Euro Pro Rata Share, or Italian Euro Term Pro Rata Share, as the case may be)
of the Borrowing, the Agent may assume that each Lender has made such amount
available to the Agent in immediately available funds on the Borrowing Date and
the Agent may (but shall not be so required), in reliance upon such assumption,
make available to the Company on such date a corresponding amount. If and to the
extent any Lender shall not have made its full amount available to the Agent in
immediately available funds and the Agent in such circumstances has made
available


                                      -14-



<PAGE>   22

to the Company such amount, that Lender shall on the Business Day following such
Borrowing Date make such amount available to the Agent, together with interest
at the Federal Funds Rate (or in the case of non-Dollar denominated Loans, the
Agent's cost of funds with respect thereto) for each day during such period. A
notice of the Agent submitted to any Lender with respect to amounts owing under
this Section 2.13(a) shall be conclusive, absent manifest error. If such amount
is so made available, such payment to the Agent shall constitute such Lender's
Loan on the date of Borrowing for all purposes of this Agreement. If such amount
is not made available to the Agent on the Business Day following the Borrowing
Date, the Agent will notify the Company of such failure to fund and, upon demand
by the Agent, the Company shall pay such amount to the Agent for the Agent's
account, together with interest thereon for each day elapsed since the date of
such Borrowing, at a rate per annum equal to the interest rate applicable at the
time to the Loans comprising such Borrowing.

     (b) The failure of any Lender to make any Loan on any Borrowing Date shall
not relieve any other Lender of any obligation hereunder to make a Loan on such
Borrowing Date, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on any Borrowing Date.

     2.14 Sharing of Payments, etc. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Obligations in its
favor any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder), such Lender shall immediately (a) notify the Agent of
such fact, and (b) purchase from the other Lenders such participations in the
Loans made by them as shall be necessary to cause such purchasing Lender to
share the excess payment pro rata with each of them; provided that if all or any
portion of such excess payment is thereafter recovered from the purchasing
Lender, such purchase shall to that extent be rescinded and each other Lender
shall repay to the purchasing Lender the purchase price paid therefor, together
with an amount equal to such paying Lender's ratable share (according to the
proportion of (i) the amount of such paying Lender's required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Company agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 10.10) with respect to such participation as fully as if such Lender
were the direct creditor of the Company in the amount of such participation. The
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section 2.14 and will in
each case notify the Lenders following any such purchases or repayments.

     2.15 Swingline Loans.


                                      -15-


<PAGE>   23


     (a) Subject to the terms and conditions hereof, the Swingline Lender may,
in its sole discretion (subject to Section 2.15(b)), make swingline loans in
Dollars (each such loan, a "Swingline Loan") to the Company on any Business Day
during the period from the Original Closing Date to the Commitment Termination
Date in accordance with the procedures set forth in this Section 2.15 in an
aggregate principal amount at any one time outstanding not to exceed the lesser
of (x) the aggregate available amount of the Revolving Commitments and (y)
$25,000,000 (the "Swingline Commitment Amount"), notwithstanding the fact that
such Swingline Loans, when aggregated with the Swingline Lender's outstanding
Revolving Loans and its Revolver Pro Rata Share of Letter of Credit Obligations,
may exceed the Swingline Lender's Revolver Pro Rata Share of the aggregate
amount of the Revolving Commitments; provided that at no time shall the sum of
(i) the Effective Amount of all outstanding Revolving Loans (including for the
purposes hereof Swingline Loans and Alternate Currency Loans) plus (ii) the
Effective Amount of all Letter of Credit Obligations minus (iii) the lesser of
(x) the Effective Amount of all Alternate Currency Loans supported by Alternate
Currency Standby Letters of Credit and (y) the Effective Amount of all Letter of
Credit Obligations with respect to Alternate Currency Standby Letters of Credit
exceed the Total Commitment Amount. Subject to the other terms and conditions
hereof, the Company may borrow under this Section 2.15(a), prepay pursuant to
Section 2.15(d) and reborrow pursuant to this Section 2.15(a) from time to time;
provided that the Swingline Lender shall not be obligated to make any Swingline
Loan.

     (b) The Company shall provide the Agent and the Swingline Lender
irrevocable written notice (or notice by a telephone call confirmed promptly by
facsimile) of any Swingline Loan requested hereunder (which notice must be
received by the Swingline Lender and the Agent prior to 2:30 p.m. (Chicago time)
on the requested Borrowing Date) specifying (i) the amount to be borrowed, and
(ii) the requested Borrowing Date, which must be a Business Day. Upon receipt of
such notice, the Swingline Lender will promptly confirm with the Agent (by
telephone or in writing) that the Agent has received a copy of such notice from
the Company and, if not, the Swingline Lender will provide the Agent with a copy
thereof. If and only if the Agent notifies the Swingline Lender on the proposed
Borrowing Date that it may make available to the Company the amount of the
requested Swingline Loan, then, subject to the terms and conditions hereof, the
Swingline Lender may make the amount of the requested Swingline Loan available
to the Company by crediting the account of the Company on the books of BofA with
the amount of such Swingline Loan. The Agent will not so notify the Swingline
Lender if the Agent has knowledge that (A) the limitations set forth in the
proviso set forth in the first sentence of Section 2.15(a) are being violated or
would be violated by such Swingline Loan or (B) one or more conditions specified
in Article IV is not then satisfied. Each Swingline Loan shall be in an
aggregate principal amount equal to $500,000 or a multiple of $100,000 in excess
thereof. The Swingline Lender will promptly notify the Agent of the amount of
each Swingline Loan.



                                      -16-


<PAGE>   24


     (c) Principal of and accrued interest on each Swingline Loan shall be due
and payable (i) on demand made by the Swingline Lender at any time upon one
Business Day's prior notice to the Company furnished at or before 10:00 a.m.
(Chicago time), and (ii) in any event on the Commitment Termination Date.
Interest on Swingline Loans shall be for the sole account of the Swingline
Lender (except to the extent that the other Lenders have funded the purchase of
their respective participations therein pursuant to Section 2.15(e)).

     (d) The Company may, from time to time on any Business Day, make a
voluntary prepayment, in whole or in part, of the outstanding principal amount
of any Swingline Loan, without incurring any premium or penalty; provided that

         (i)  each such voluntary prepayment shall require prior written notice
given to the Agent and the Swingline Lender no later than 10:00 a.m. (Chicago
time) on the day on which the Company intends to make a voluntary prepayment,
and

         (ii) each such voluntary prepayment shall be in an amount equal to
$500,000 or a higher integral multiple of $100,000 (or, if less, the aggregate
outstanding principal amount of all Swingline Loans then outstanding).

         Voluntary prepayments of Swingline Loans shall be made by the
Company to the Swingline Lender at such office as the Swingline Lender may
designate by notice to the Company from time to time. All such payments shall be
made in Dollars and in immediately available funds no later than 2:00 p.m.
(Chicago time) on the date specified by the Company pursuant to clause (i) above
(and any payment received later than such time shall be deemed to have been
received on the next Business Day). The Swingline Lender will promptly notify
the Agent of the amount of each prepayment of Swingline Loans.

     (e) If (i) any Swingline Loan shall remain outstanding at 11:00 a.m.
(Chicago time) on the Business Day immediately prior to a Business Day on which
Swingline Loans are due and payable pursuant to Section 2.15(c) and by such time
on such Business Day the Agent shall have received neither (A) a Notice of
Borrowing delivered pursuant to Section 2.3 requesting that Revolving Loans be
made pursuant to Section 2.1 on such following Business Day in an amount at
least equal to the aggregate principal amount of such Swingline Loans, nor (B)
any other notice indicating the Company's intent to repay such Swingline Loans
with funds obtained from other sources, or (ii) any Swingline Loans shall remain
outstanding during the existence of a Default or Event of Default and the
Swingline Lender shall in its sole discretion notify the Agent that the
Swingline Lender desires that such Swingline Loans be converted into Revolving
Loans, then the Agent shall be deemed to have received a Notice of Borrowing
from the Company pursuant to Section 2.3 requesting that Base Rate Loans be made
pursuant to Section 2.1 on the following Business Day in an amount equal to the
aggregate amount of such Swingline Loans, and the procedures set forth in
Section 2.3(c) shall be followed in



                                      -17-




<PAGE>   25


making such Base Rate Loans; provided that such Base Rate Loans shall be made
notwithstanding the Company's failure to comply with Section 4.2; and provided,
further, that if a Borrowing of Revolving Loans becomes legally impractical and
if so required by the Swingline Lender at the time such Revolving Loans are
required to be made by the Revolving Lenders in accordance with this Section
2.15(e), each Revolving Lender agrees that in lieu of making Revolving Loans as
described in this Section 2.15(e), such Revolving Lender shall purchase a
participation from the Swingline Lender in the applicable Swingline Loans in an
amount equal to such Lender's Revolver Pro Rata Share of such Swingline Loans,
and the procedures set forth in Section 2.3(c) shall be followed in connection
with the purchases of such participations. The proceeds of such Base Rate Loans
(or participations purchased) shall be delivered by the Agent to the Swingline
Lender to repay such Swingline Loans (or as payment for such participations). A
copy of each notice given by the Agent to the Revolving Lenders pursuant to this
Section 2.15(e) with respect to the making of Revolving Loans, or the purchases
of participations, shall be promptly delivered by the Agent to the Company. Each
Revolving Lender's obligation in accordance with this Agreement to make the
Revolving Loans, or purchase the participations, as contemplated by this Section
2.15(e), shall be absolute and unconditional and shall not be affected by any
circumstance, including (1) any set-off, counterclaim, recoupment, defense or
other right which such Lender may have against the Swingline Lender, the Company
or any other Person for any reason whatsoever; (2) the occurrence or continuance
of a Default, an Event of Default or a Material Adverse Effect; or (3) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

     2.16 Letters of Credit.

          2.16.1 Letter of Credit Subfacility.

     (a) On the terms and conditions set forth herein (i) each LC Issuer agrees,
(A) from time to time on any Business Day during the period from the Original
Closing Date to the Commitment Termination Date to issue Letters of Credit for
the account of the applicable Account Party, and to amend or renew Letters of
Credit previously issued by it, in accordance with Sections 2.16.2(c) and
2.16.2(d), and (B) to honor properly drawn drafts under the Letters of Credit
issued by it; and (ii) the Revolving Lenders severally agree to participate in
Letters of Credit other than Alternate Currency Letters of Credit issued for the
account of such Account Party; provided that no LC Issuer shall be obligated to
issue, and no Lender shall be obligated to participate in, any Letter of Credit
if as of the date of issuance of such Letter of Credit (the "Issuance Date") (1)
the sum of (i) the Effective Amount of all Letter of Credit Obligations plus
(ii) the Effective Amount of all outstanding Revolving Loans (including for
purposes hereof the Swingline Loans and Alternate Currency Loans) minus (iii)
the lesser of (x) the Effective Amount of all Alternate Currency Loans supported
by Alternate Currency Standby Letters of Credit and (y) the Effective Amount of
all Letter of Credit Obligations with respect to Alternate Currency Standby
Letters of Credit exceeds the aggregate amount of all Revolving


                                      -18-



<PAGE>   26


Commitments or (2) the Effective Amount of all Letter of Credit Obligations
exceeds the Letter of Credit Commitment Amount. The commitment of each LC Issuer
and each other Lender described in this Section 2.16.1 is herein referred to as
its "Letter of Credit Commitment." Within the foregoing limits, and subject to
the other terms and conditions hereof, the applicable Account Party's ability to
obtain Letters of Credit shall be fully revolving, and, accordingly, such
Account Party may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit which have expired or which have been drawn upon and
reimbursed.

     (b)  No LC Issuer shall be under any obligation to Issue any Letter of
Credit if:

          (i)  any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain such LC Issuer from
Issuing such Letter of Credit, or any Requirement of Law applicable to such LC
Issuer or any request or directive (whether or not having the force of law) from
any Governmental Authority with jurisdiction over such LC Issuer shall prohibit,
or request that such LC Issuer refrain from, the Issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon such LC
Issuer with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which such LC Issuer is not otherwise compensated hereunder)
not in effect on the Original Closing Date, or shall impose upon such LC Issuer
any unreimbursed loss, cost or expense which was not applicable on the Original
Closing Date and which such LC Issuer in good faith deems material to it; or

          (ii) such Letter of Credit does not provide for drafts, or is not
otherwise in form and substance acceptable to such LC Issuer, or the Issuance of
such Letter of Credit shall violate any applicable policies of such LC Issuer,
provided that nothing in this clause (ii) shall release any LC Issuer form its
obligation to Issue any Standby Letter of Credit to support Existing IRBs having
the terms and conditions specified in the indenture governing such Existing
IRBs.

     (c)  No LC Issuer shall Issue any Letter of Credit if:

          (i)  such LC Issuer has received written notice from any Lender,
the Agent or the applicable Account Party, on or prior to the Business Day prior
to the requested date of Issuance of such Letter of Credit, that one or more of
the applicable conditions contained in Article IV is not then satisfied;

          (ii) the expiry date or any renewed or extended expiry date of such
Letter of Credit is later than the earlier of: (x) in the case of Letters of
Credit other than Standby Letters of Credit supporting Existing IRBs, the first
anniversary of the Issuance Date for such Letter of Credit, and (y) the
Commitment Termination Date, or, in the case of a Commercial Letter of Credit,
25 days prior to the Commitment Termination Date, unless all of the Lenders have
approved such expiry date in writing; or


                                      -19-

<PAGE>   27



            (iii) such Letter of Credit is denominated in a currency other than
Dollars, unless such Letter of Credit is an Alternate Currency Letter of Credit.

     2.16.2 Issuance, Amendment and Renewal of Letters of Credit.

     (a)    Each Letter of Credit shall be issued upon the irrevocable written
request of the applicable Account Party received by the applicable LC Issuer and
the Agent at least four Business Days (or such shorter time as such LC Issuer
and the Agent may agree in a particular instance in their sole discretion) prior
to the proposed Issuance Date. Each such request for issuance of a Letter of
Credit shall be by facsimile, confirmed immediately in an original writing, in
the form of a Letter of Credit Application, and shall specify in form and detail
reasonably satisfactory to the applicable LC Issuer: (i) the face amount of the
Letter of Credit; (ii) the expiry date of such Letter of Credit; (iii) the name
and address of the beneficiary thereof; (iv) the documents to be presented by
the beneficiary of such Letter of Credit in case of any drawing thereunder; (v)
the full text of any certificate to be presented by the beneficiary in case of
any drawing thereunder; (vi) in the case of a Standby Letter of Credit, whether
such Letter of Credit is a Financial Letter of Credit or a Non-Financial Letter
of Credit; and (vii) such other matters as such LC Issuer may require.

     (b)    At least two Business Days prior to the Issuance Date of any Letter
of Credit, the applicable LC Issuer will confirm with the Agent (by telephone or
in writing) that the Agent has received a copy of the Letter of Credit
Application or Letter of Credit Amendment Application from the applicable
Account Party and, if not, such LC Issuer will provide the Agent with a copy
thereof. If and only if the Agent notifies the applicable LC Issuer on or before
the Business Day immediately preceding the proposed date of Issuance of a Letter
of Credit that such LC Issuer may Issue such Letter of Credit, then, subject to
the terms and conditions hereof, such LC Issuer shall, on the requested date,
Issue such Letter of Credit for the account of the applicable Account Party in
accordance with such LC Issuer's usual and customary business practices. The
Agent shall not give such notice if the Agent has knowledge that (A) such
Issuance is not then permitted under Section 2.16.1(a) as a result of the
limitations set forth in clause (1) or (2) thereof or (B) the applicable LC
Issuer has received a notice described in Section 2.16.1(b)(ii). The Agent will
promptly notify the Lenders of any Letter of Credit Issuance hereunder.

     (c)    From time to time while a Letter of Credit is outstanding and
prior to the Commitment Termination Date, the applicable LC Issuer will, upon
the written request of the applicable Account Party received by such LC Issuer
(with a copy sent by such Account Party to the Agent) at least four Business
Days (or such shorter time as such LC Issuer and the Agent may agree in a
particular instance in their sole discretion) prior to the proposed date of
amendment, amend any Letter of Credit issued by it, subject to approval thereof
by the Agent. Each such request for amendment of a Letter of Credit shall be
made by facsimile, confirmed immediately in an original writing, made in the



                                      -20-


<PAGE>   28


form of a Letter of Credit Amendment Application and shall specify in form and
detail reasonably satisfactory to the applicable LC Issuer: (i) the Letter of
Credit to be amended; (ii) the proposed date of amendment of such Letter of
Credit (which shall be a Business Day); (iii) the nature of the proposed
amendment; and (iv) such other matters as such LC Issuer may require. No LC
Issuer shall have any obligation to amend any Letter of Credit if such LC Issuer
would have no obligation at such time to Issue such Letter of Credit in its
amended form under the terms of this Agreement. No LC Issuer shall amend any
Letter of Credit if: (A) such LC Issuer would not be permitted to Issue such
Letter of Credit in its amended form under the terms of this Agreement; or (B)
the beneficiary of such Letter of Credit does not accept the proposed amendment
to such Letter of Credit.

     (d) The LC Issuers and the Revolving Lenders agree that, while a Letter of
Credit is outstanding and prior to the Commitment Termination Date, at the
option of the applicable Account Party and upon the written request of such
Account Party received by the applicable LC Issuer (with a copy sent by such
Account Party to the Agent) at least four Business Days (or such shorter time as
such LC Issuer and the Agent may agree in a particular instance in their sole
discretion) prior to the proposed date of notification of renewal, such LC
Issuer shall be entitled, with the approval of the Agent, to authorize the
renewal of any Letter of Credit issued by it. Each such request for renewal of a
Letter of Credit shall be made by facsimile, confirmed immediately in an
original writing, in the form of a Letter of Credit Amendment Application, and
shall specify in form and detail reasonably satisfactory to the applicable LC
Issuer: (i) the Letter of Credit to be renewed; (ii) the proposed date of
renewal of such Letter of Credit (which shall be a Business Day); (iii) the
revised expiry date of such Letter of Credit (which, unless all Lenders
otherwise consent in writing, shall be prior to the Commitment Termination
Date); and (iv) such other matters as such LC Issuer may require. No LC Issuer
shall be under any obligation to renew any Letter of Credit if such LC Issuer
would have no obligation at such time to Issue or amend such Letter of Credit in
its renewed form under the terms of this Agreement. No LC Issuer shall renew any
Letter of Credit if: (A) such LC Issuer would not be permitted to Issue or amend
such Letter of Credit in its renewed form under the terms of this Agreement; or
(B) the beneficiary of such Letter of Credit does not accept the proposed
renewal of such Letter of Credit. If any outstanding Letter of Credit shall
provide that it shall be automatically renewed unless the beneficiary thereof
receives notice from the applicable LC Issuer that such Letter of Credit shall
not be renewed, and if at the time of renewal such LC Issuer would be entitled
to authorize the renewal of such Letter of Credit in accordance with this
Section 2.16.2(d) upon the request of the applicable Account Party but such LC
Issuer shall not have received any Letter of Credit Amendment Application from
the applicable Account Party with respect to such renewal or other written
direction by such Account Party with respect thereto, and such LC Issuer shall
not have received notice from the Agent that such Letter of Credit shall not be
renewed, such LC Issuer shall allow such Letter of Credit to renew, and the
applicable Account Party and the Lenders hereby authorize such renewal, and,
accordingly, such LC Issuer shall be deemed to have received a Letter of Credit
Amendment Application from the applicable Account Party requesting such renewal.



                                      -21-


<PAGE>   29


     (e)    Each LC Issuer may, at its election (or as required by the Agent
at the direction of the Required Lenders), deliver any notices of termination or
other communications to any applicable Letter of Credit beneficiary or
transferee, and take any other action as necessary or appropriate, at any time
and from time to time, in order to cause the expiry date of such Letter of
Credit to be a date not later than the Commitment Termination Date.

     (f)    This Agreement shall control in the event of any conflict with any
Letter of Credit Related Document (other than any Letter of Credit).

     (g)    The applicable LC Issuer will deliver to the Agent, concurrently or
promptly following its delivery of a Letter of Credit, or amendment to or
renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and
complete copy of such Letter of Credit or amendment to or renewal of a Letter of
Credit.

     2.16.3 Risk Participations, Drawings and Reimbursements.

     (a)    Immediately upon the Issuance of each Letter of Credit other than
an Alternate Currency Letter of Credit (or, in the case of the Existing Letters
of Credit, on the Original Closing Date), each Revolving Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from the
applicable LC Issuer a participation in such Letter of Credit and each drawing
thereunder in an amount equal to the product of (i) such Lender's Revolver Pro
Rata Share times (ii) the maximum amount available to be drawn under such Letter
of Credit and the amount of such drawing, respectively.

     (b)    In the event of any request for a drawing under a Letter of Credit
by the beneficiary or transferee thereof, the applicable LC Issuer will promptly
notify the applicable Account Party and the Agent. The applicable Account Party
shall reimburse the applicable LC Issuer prior to 12:00 noon (Chicago time), on
each date that any amount is paid by such LC Issuer under any applicable Letter
of Credit (each such date, an "Honor Date") in an amount equal to the amount so
paid by such LC Issuer; provided, to the extent that such LC Issuer accepts a
drawing under a Letter of Credit after 12:00 noon (Chicago time), such Account
Party will not be obligated to reimburse such LC Issuer until the next Business
Day and the "Honor Date" for such Letter of Credit shall be such next Business
Day. If such Account Party fails to reimburse the applicable LC Issuer for the
full amount of any drawing under any Letter of Credit other than an Alternate
Currency Letter of Credit by 12:00 noon (Chicago time) on the Honor Date, such
LC Issuer will promptly notify the Agent and the Agent will promptly notify each
Revolving Lender and the Company thereof, and the Company shall be deemed to
have requested that Base Rate Loans be made by the Revolving Lenders to be
disbursed on the Honor Date under such Letter of Credit, subject to the amount
of the unutilized portion of the Revolving Commitments and subject to the
conditions set forth in Section 4.2. Any notice given by any LC Issuer or the
Agent pursuant to this Section 2.16.3(b) may be oral if immediately confirmed in
writing (including by facsimile); provided that the lack of


                                      -22-



<PAGE>   30

such an immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.

     (c)    Each Revolving Lender shall upon any notice pursuant to Section
2.16.3(b) make available to the Agent for the account of the applicable LC
Issuer an amount in Dollars and in immediately available funds equal to its
Revolver Pro Rata Share of the amount of the drawing with respect to a Letter of
Credit other than an Alternate Currency Letter of Credit, whereupon the
participating Lenders shall (subject to Section 2.16.3(d)) each be deemed to
have made a Revolving Loan consisting of a Base Rate Loan to the Company in such
amount. If any Revolving Lender so notified fails to make available to the Agent
for the account of the applicable LC Issuer the amount of such Lender's Revolver
Pro Rata Share of the amount of such drawing by no later than 3:00 p.m. (Chicago
time) on the Honor Date, then interest shall accrue on such Lender's obligation
to make such payment, from the Honor Date to the date such Revolving Lender
makes such payment, at a rate per annum equal to the Federal Funds Rate in
effect from time to time during such period. The Agent will promptly give notice
of the occurrence of the Honor Date, but failure of the Agent to give any such
notice on the Honor Date or in sufficient time to enable any Revolving Lender to
effect such payment on such date shall not relieve such Revolving Lender from
its obligations under this Section 2.16.3.

     (d)    With respect to any unreimbursed drawing that is not converted into
Revolving Loans consisting of Base Rate Loans in whole or in part, because of
the Company's failure to satisfy the conditions set forth in Section 4.2 or for
any other reason, the applicable Account Party shall be deemed to have incurred
from the applicable LC Issuer a Letter of Credit Borrowing in the amount of such
drawing, which Letter of Credit Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at a rate per annum equal to
the Base Rate plus the Applicable Margin plus 2% per annum, and each Revolving
Lender's payment to the applicable LC Issuer pursuant to Section 2.16.3(c) with
respect to a Letter of Credit other than an Alternate Currency Letter of Credit
shall be deemed payment in respect of its participation in such Letter of Credit
Borrowing and shall constitute a Letter of Credit Advance from such Revolving
Lender in satisfaction of its participation obligation under this Section
2.16.3.

     (e)    Each Revolving Lender's obligation in accordance with this
Agreement to make Revolving Loans or Letter of Credit Advances, as contemplated
by this Section 2.16.3, as a result of a drawing under a Letter of Credit other
than an Alternate Currency Letter of Credit, shall be absolute and unconditional
and without recourse to the applicable LC Issuer and shall not be affected by
any circumstance, including (i) any set-off, counterclaim, recoupment, defense
or other right which such Lender may have against such LC Issuer, any Account
Party or any other Person for any reason whatsoever, (ii) the occurrence or
continuance of a Default, an Event of Default or a Material Adverse Effect or
(iii) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing; provided that each Revolving Lender's
obligation to make Revolving Loans with respect to Letters of Credit other than
Alternate



                                      -23-


<PAGE>   31


Currency Letters of Credit under this Section 2.16.3 is subject to the
conditions set forth in Section 4.2.

     2.16.4 Repayment of Participations.

     (a)    Upon (and only upon) receipt by the Agent for the account of the
applicable LC Issuer of immediately available funds from the applicable Account
Party (i) in reimbursement of any payment made by such LC Issuer under a Letter
of Credit other than an Alternate Currency Letter of Credit with respect to
which any Lender has paid the Agent for the account of such LC Issuer for such
Lender's participation in such Letter of Credit pursuant to Section 2.16.3 or
(ii) in payment of interest thereon, the Agent will promptly pay to each
Revolving Lender, in like funds as those received by the Agent for the account
of such LC Issuer, the amount of such Lender's Revolver Pro Rata Share of such
funds, and such LC Issuer shall receive the amount of the Revolver Pro Rata
Share of such funds of any Lender that did not so pay the Agent for the account
of such LC Issuer.

     (b)    If the Agent or any LC Issuer is required at any time to return
to any Account Party, or to a trustee, receiver, liquidator or custodian, or to
any official in any Insolvency Proceeding, any portion of any payment made by
the Account Party to the Agent for the account of such LC Issuer pursuant to
Section 2.16.4(a) in reimbursement of a payment made under a Letter of Credit
other than an Alternate Currency Letter of Credit or interest or fee thereon, to
the extent any Lender received its Revolver Pro Rata Share of such amount
pursuant to Section 2.16.4(a), such Lender shall, on demand of the Agent,
forthwith return to the Agent or such LC Issuer the amount of its Revolver Pro
Rata Share of any amount so returned by the Agent or such LC Issuer together
with interest thereon from the date such demand is made to the date such amount
is returned by such Lender to the Agent or such LC Issuer, at a rate per annum
equal to the Federal Funds Rate in effect from time to time.

     2.16.5 Role of the LC Issuers.

     (a)    Each Lender and each Account Party agree that, in paying any
drawing under a Letter of Credit, the applicable LC Issuer shall not have any
responsibility to obtain any document (other than any sight draft and
certificate expressly required by such Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.

     (b)    No Agent-Related Person, LC Issuer nor any of their respective
correspondents, participants or assignees shall be liable to any Lender for: (i)
any action taken or omitted in connection herewith at the request or with the
approval of the Lenders (including the Required Lenders, as applicable); (ii)
any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any Letter of Credit Related Document.


                                      -24-



<PAGE>   32


     (c)    Each Account Party hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided that this assumption is not intended to, and shall not,
preclude such Account Party's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under this Agreement or any
other agreement. Neither the Agent-Related Person, LC Issuer, the Lenders nor
any of their respective correspondents, participants or assignees shall be
liable or responsible for any of the matters described in clauses (i) through
(vii) of Section 2.16.6; provided that, anything in such clauses to the contrary
notwithstanding, the applicable Account Party may have a claim against the
applicable LC Issuer, and such LC Issuer may be liable to such Account Party, to
the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by such Account Party which such Account Party
proves were caused by such LC Issuer's willful misconduct, gross negligence or
bad faith or such LC Issuer's bad faith, willful or grossly negligent failure to
pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and
conditions of such Letter of Credit. In furtherance and not in limitation of the
foregoing: (i) each LC Issuer may accept documents that appear on their face to
be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary; and (ii) no LC Issuer shall be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

     2.16.6 Obligations Absolute. The obligations of each Account Party under
this Agreement and any Letter of Credit Related Document to reimburse the
applicable LC Issuer for a drawing under a Letter of Credit, and to repay any
Letter of Credit Borrowing and any drawing under a Letter of Credit converted
into Revolving Loans, shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement and each such other
Letter of Credit Related Document under all circumstances, including the
following:

            (i) any lack of validity or enforceability of this Agreement or
any Letter of Credit Related Document;

            (ii)  any change in the time, manner or place of payment of, or
in any other term of, all or any of the obligations of any Account Party in
respect of any Letter of Credit or any other amendment or waiver of or any
consent to departure from all or any of the Letter of Credit Related Documents;

            (iii) the existence of any claim, set-off, defense or other
right that any Account Party may have at any time against any beneficiary or any
transferee of any Letter of Credit (or any Person for whom any such beneficiary
or any such transferee may be acting), the applicable LC Issuer or any other
Person, whether in connection with this Agreement, the transactions contemplated
hereby or by the Letter of Credit Related Documents or any unrelated
transaction;




                                  -25-


<PAGE>   33


            (iv)  any draft, demand, certificate or other document presented
under any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect or any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any Letter of Credit;

            (v)   any payment by the applicable LC Issuer under any Letter
of Credit against presentation of a draft or certificate that does not strictly
comply with the terms of such Letter of Credit; or any payment made by the
applicable LC Issuer under any Letter of Credit to any Person purporting to be a
trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of any Letter of Credit, including any arising in
connection with any Insolvency Proceeding;

            (vi)  any exchange, release or non-perfection of any collateral,
or any release or amendment or waiver of or consent to departure from any
guarantee, for all or any of the obligations of any Account Party in respect of
any Letter of Credit; or

            (vii) any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Account
Party or a guarantor.

     2.16.7 Cash Collateral Pledge. If any Letter of Credit remains outstanding
and partially or wholly undrawn as of the Commitment Termination Date, then the
applicable Account Party shall immediately Cash Collateralize the Letter of
Credit Obligations in an amount equal to the maximum amount then available to be
drawn under all Letters of Credit.

     2.16.8 Letter of Credit Fees.

     (a)    The applicable Account Party shall pay to the Agent for the account
of each Revolving Lender a letter of credit fee with respect to each Letter of
Credit other than an Alternate Currency Letter of Credit equal to the Applicable
Letter of Credit Fee Rate per annum of the average daily maximum amount
available to be drawn on such Letter of Credit, computed on a quarterly basis in
arrears on the last day of each calendar quarter and on the Commitment
Termination Date (or such later date upon which all outstanding Letters of
Credit shall expire or be fully drawn). Notwithstanding the foregoing, upon
notice to the Company by the Agent at the request of the Required Lenders either
(i) while any Event of Default exists or (ii) after acceleration, the Company
shall pay a letter of credit fee with respect to each Letter of Credit other
than an Alternate Currency Letter of Credit equal to the Applicable Letter of
Credit Fee plus 2% per annum of the average daily maximum amount available to be
drawn on such Letter of Credit.


                                      -26-


<PAGE>   34


     (b)     The applicable Account Party shall pay to each LC Issuer a
fronting fee for each Letter of Credit Issued by such LC Issuer other than an
Alternate Currency Letter of Credit equal to 0.125% per annum of the average
daily maximum amount available to be drawn on such Letter of Credit, computed on
the last day of each calendar quarter and on the Commitment Termination Date (or
such later date on which such Letter of Credit shall expire or be fully drawn).

     (c)     The letter of credit fees payable under Section 2.16.8(a) shall be
due and payable quarterly in arrears on the last Business Day of each calendar
quarter during which Letters of Credit are outstanding, commencing on the first
such quarterly date to occur after the Original Closing Date, through the
Commitment Termination Date (or such later date upon which all outstanding
Letters of Credit shall expire or be fully drawn), with the final payment to be
made on the Commitment Termination Date (or such later date). The fronting fees
payable under Section 2.16.8(b) shall be billed on a quarterly basis by the
applicable LC Issuer. For purposes of calculating the fees payable under Section
2.16.8(a) and Section 2.16.8(b), any undrawn Commercial Letters of Credit should
be considered outstanding and available to be drawn upon for 25 days after their
expiry date.

     (d)     The applicable Account Party shall pay to each applicable LC
Issuer from time to time promptly upon demand the normal issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
each such LC Issuer relating to letters of credit as from time to time in
effect.

     2.16.9  Uniform Customs and Practice. The Uniform Customs and Practice for
Documentary Credits as published by the International Chamber of Commerce most
recently at the time of Issuance of any Letter of Credit shall (unless otherwise
expressly provided in such Letter of Credit) apply to each Letter of Credit.

     2.16.10 Alternate Currency Annex Controls When Conflict. If there is any
conflict between this Section 2.16 and any applicable Alternate Currency Annex,
this Section 2.16 and such Alternative Currency Annex shall be construed and
interpreted, if possible, to avoid or minimize such conflict, but to the extent
of any remaining conflict such Alternate Currency Annex shall prevail and
control with respect to any Alternate Currency Letter of Credit subject thereto.

     2.17    Alternate Currency Subfacility.

     (a) Subject to the terms and conditions hereof, the applicable Alternate
Currency Lender or Alternate Currency LC Issuer, as the case may be, shall
(subject to Section 2.17(b)) make loans in the applicable Alternate Currency
(each such loan, an "Alternate Currency Loan") to any applicable Alternate
Currency Borrower or issue an Alternate Currency Letter of Credit denominated in
the applicable Alternate Currency, or amend or renew any such Alternate Currency
Letter of Credit previously issued by it, for



                                      -27-



<PAGE>   35


the account of any applicable Alternate Currency Account Party (each such Letter
of Credit, an "Alternate Currency Letter of Credit", and, together with the
Alternate Currency Loans, the "Alternate Currency Credit Extensions"), as the
case may be, on any Business Day during the period from the Original Closing
Date to the applicable Alternate Currency Commitment Termination Date in
accordance with the procedures set forth in the applicable Alternate Currency
Annex (or, if such procedures are not set forth therein, in accordance with the
applicable corresponding procedures set forth herein for the comparable Credit
Extensions hereunder) in an Effective Amount at any one time outstanding not to
exceed the lesser of (x) the aggregate available amount of the Revolving
Commitments and (y) the applicable Alternate Currency Sublimit notwithstanding
the fact that the Effective Amount of such Alternate Currency Credit Extensions,
when aggregated with the applicable Alternate Currency Lender's or Alternate
Currency LC Issuer's, as the case may be, outstanding Revolving Loans and its
Revolver Pro Rata Share of Letter of Credit Obligations, may exceed the
applicable Alternate Currency Lender's or Alternate Currency LC Issuer's, as the
case may be, Revolver Pro Rata Share of the aggregate amount of the Revolving
Commitments; provided that at no time shall the Effective Amount of all
outstanding Alternate Currency Credit Extensions by any Alternate Currency
Lender or Alternate Currency LC Issuer in any Alternate Currency exceed the
Alternate Currency Commitment Amount; and provided, further, that at no time
shall the sum of (i) the Effective Amount of all outstanding Revolving Loans
(including for purposes hereof Swingline Loans and Alternate Currency Loans)
plus (ii) the Effective Amount of all Letter of Credit Obligations minus (iii)
the lesser of (x) the Effective Amount of all Alternate Currency Loans supported
by Alternate Currency Standby Letters of Credit and (y) the Effective Amount of
all Letter of Credit Obligations with respect to Alternate Currency Standby
Letters of Credit exceed the Total Commitment Amount. Subject to the other terms
and conditions hereof, any applicable Alternate Currency Borrower may borrow
under this Section 2.17(a), prepay pursuant to Section 2.17(d) and reborrow
pursuant to this Section 2.17(a) from time to time.

     (b) The applicable Alternate Currency Borrower or Alternate Currency
Account Party, as the case may be, shall provide the Agent and the applicable
Alternate Currency Lender or Alternate Currency LC Issuer, as the case may be,
irrevocable written notice (or notice by a telephone call confirmed promptly by
facsimile) of any Alternate Currency Credit Extensions requested hereunder,
which notice must be received by Alternate Currency Lender or Alternate Currency
LC Issuer, as the case may be, and the Agent by the time and otherwise in
accordance with the procedures set forth in Section 2.3 or 2.16.3, as the case
may be, and the applicable Alternative Currency Annex. Upon receipt of such
notice, such Alternate Currency Lender or Alternate Currency LC Issuer, as the
case may be, will promptly confirm with the Agent (by telephone or in writing)
that the Agent has received a copy of such notice from such Alternate Currency
Borrower or Alternate Currency Account Party, as the case may be, and, if not,
such Alternate


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<PAGE>   36



Currency Lender or Alternate Currency LC Issuer, as the case may be, will
provide the Agent with a copy thereof. If and only if the Agent notifies such
Alternate Currency Lender or Alternate Currency LC Issuer, as the case may be,
on the proposed Borrowing Date, or Issuance Date, as the case may be, that it
may make available to such Alternate Currency Borrower or Alternate Currency
Account Party, as the case may be, the amount of the requested Alternate
Currency Credit Extensions, then, subject to the terms and conditions hereof,
such Alternate Currency Lender or Alternate Currency LC Issuer, as the case may
be, may make the amount of the requested Alternate Currency Credit Extensions
available to the Company in the manner specified in the Alternate Currency
Annex. The Agent will not so notify such Alternate Currency Lender or Alternate
Currency LC Issuer, as the case may be, if the Agent has knowledge that (A) the
limitations set forth in the provisos set forth in the first sentence of Section
2.17(a) are being violated or would be violated by such Alternate Currency
Credit Extension or (B) one or more conditions specified in Article IV is not
then satisfied. Such Alternate Currency Lender or Alternate Currency LC Issuer,
as the case may be, will promptly notify the Agent of the amount of each
Alternate Currency Credit Extension.

     (c)     Alternate Currency Loans shall bear interest as specified in the
applicable Alternate Currency Annex. Principal of and accrued interest on each
Alternate Currency Loan shall be due and payable to the applicable Alternate
Currency Lender (i) on demand made by such Alternate Currency Lender at any time
upon one Business Day's prior notice to the applicable Alternate Currency
Borrower furnished at or before 10:00 a.m. (Chicago time) or the time and date
specified in the applicable Alternate Currency Annex, and (ii) in any event on
the Commitment Termination Date. Interest on Alternate Currency Loans shall be
for the sole account of the applicable Alternate Currency Lender (except to the
extent that the other Lenders have funded the purchase of their respective
participations therein pursuant to Section 2.17(e)). Each Alternate Currency
Account Party shall pay to each applicable Alternate Currency LC Issuer the
letter of credit and other fees with respect to applicable Alternate Currency
Letters of Credit in the amounts and on the terms specified in the Applicable
Alternate Currency Annex.

     (d)     The applicable Alternate Currency Borrower may, from time to time
on any Business Day, make a voluntary prepayment, in whole or in part, of the
outstanding principal amount of any Alternate Currency Loan, without incurring
any premium or penalty; provided that

             (i)   each such voluntary prepayment shall require prior written
     notice given to the Agent and the applicable Alternate Currency Lender no
     later than the applicable time set forth in the applicable Alternate
     Currency Annex on the day on which the applicable Alternate Currency
     Borrower intends to make a voluntary prepayment, and

             (ii)  each such voluntary prepayment shall be in an amount equal
     to $500,000 or equivalent thereof in the applicable Alternate Currency or a
     higher integral multiple of $100,000 or equivalent thereof in the
     applicable Alternate Currency (or, if less, the aggregate outstanding
     principal amount of all Alternate



                                      -29-


<PAGE>   37


     Currency Loans in such Alternate Currency to such Alternate Currency
     Borrower then outstanding).

                   Payments of principal of and accrued interest on Alternate
Currency Loans shall be made by the applicable Alternate Currency Borrower to
the applicable Alternate Currency Lender at such office as such Alternate
Currency Lender may designate by notice to the applicable Alternate Currency
Borrower from time to time. All such payments shall be made in the applicable
Alternate Currency and in immediately available funds no later than the time
specified in the Alternate Currency Annex with respect to Alternate Currency
Loans in such Alternate Currency on the date specified by the applicable
Alternate Currency Borrower pursuant to clause (i) above (and any payment
received later than such time shall be deemed to have been received on the next
Business Day). The applicable Alternate Currency Lender will promptly notify the
Agent of the amount of each prepayment of Alternate Currency Loans.


     (e)     If any Alternate Currency Credit Extensions shall remain
outstanding during an Event of Default, each applicable Alternate Currency
Lender and each applicable Alternate Currency LC Issuer may, upon the approval
of the Agent, the applicable LC Issuer and the Required Lenders, request the
Issuance by such LC Issuer of a Standby Letter of Credit in Dollars for the
benefit of such Alternate Currency Lender or Alternate Currency LC Issuer, as
the case may be, equal to 110% of the Effective Amount of the applicable
Alternate Currency Credit Extensions to a particular Alternate Currency Borrower
or Alternate Currency Account Party, as the case may be, upon which, during an
Event of Default under Section 8.1(a) with respect to such Alternate Currency
Credit Extensions or an Event of Default under Section 8.1(f) or (g) with
respect to the Company or the applicable Alternate Currency Borrower or
Alternate Currency Account Party, as the case may be, such Alternate Currency
Lender or Alternate Currency LC Issuer, as the case may be, may draw all or part
of the Effective Amount of the applicable Alternate Currency Credit Extensions
at such time (each an "Alternate Currency Standby Letter of Credit"). Such
Alternate Currency Lender or Alternate Currency LC Issuer, as the case may be,
shall deliver to the Company, the Agent and the applicable LC Issuer any request
for the Issuance of an Alternate Currency Standby Letter of Credit in the form
of a Letter of Credit Application at least seven Business Days prior to the
proposed Issuance Date. Upon receipt of any such request, the Agent shall
promptly notify the Revolving Lenders thereof, and each Revolving Lender shall
respond to such request within three Business Days thereof; provided that any
Revolving Lender that fails to so respond shall be deemed to have denied such
request. The Agent shall promptly notify such Alternate Currency Lender or
Alternate Currency LC Issuer, as the case may be, the Revolving Lenders, the
applicable LC Issuer and the Company of the acceptance or rejection of such
request by the Agent, the applicable LC Issuer and such Required Lenders. If
such request is accepted by the Agent, the applicable LC Issuer and the Required
Lenders, the applicable Alternate Currency Borrower or Alternate Currency
Account Party, as the case may be, shall be deemed to have timely requested the
Issuance of such Alternate Currency Standby Letter of Credit on the proposed
Issuance Date, and the procedures set forth in Section 2.16 shall be followed in
Issuing such Alternate



                                      -30-



<PAGE>   38


Currency Standby Letter of Credit; provided that such Alternate Currency Standby
Letter of Credit shall be Issued notwithstanding the Company's failure to comply
with Section 4.2. If (i) any Alternate Currency Loans or Letter of Credit
Borrowings with respect to Alternate Currency Letters of Credit shall remain
outstanding at the applicable time set forth in the applicable Alternate
Currency Annex on the Business Day immediately prior to a Business Day on which
such Alternate Currency Credit Extensions are due and payable pursuant to
Section 2.17(c) and by such time on such Business Day the Agent shall have
received neither (A) a Notice of Borrowing delivered pursuant to Section 2.3
requesting that Revolving Loans be made on such following Business Day in an
amount at least equal to the Effective Amount of such Alternate Currency Credit
Extensions, nor (B) any other notice indicating the applicable Alternate
Currency Borrower's or Alternate Currency Account Party's as the case may be,
intent to repay such Alternate Currency Credit Extensions with funds obtained
from other sources, (ii) any Alternate Currency Loans or Letter of Credit
Borrowings with respect to Alternate Currency Letters of Credit shall remain
outstanding during the existence of an Event of Default under Section 8.1(a)
with respect to such Alternate Currency Loans or Letter of Credit Borrowings, as
the case may be, or an Event of Default under Section 8.1(f) or (g) with respect
to the Company or the applicable Alternate Currency Borrower or Alternate
Currency Account Party, as the case may be, or (iii) any Alternate Currency
Loans or Letter of Credit Borrowings with respect to Alternate Currency Letters
of Credit shall remain outstanding during an Event of Default and the applicable
Alternate Currency Lender's or Alternate Currency LC Issuer's, as the case may
be, request for the Issuance of an Alternate Currency Standby Letter of Credit
with respect to such Alternate Currency Credit Extensions has been rejected or
is legally impracticable, or drawings under an Alternate Currency Standby Letter
of Credit with respect to such Alternate Currency Credit Extensions are not
available to the applicable Alternate Currency Lender or Alternate Currency LC
Issuer, as the case may be, the applicable Alternate Currency Lender or
Alternate Currency LC Issuer, as the case may be, may in its sole discretion
request to the Agent that, to the extent that an Alternate Currency Standby
Letter of Credit has not been Issued with respect to such Alternate Currency
Credit Extensions, or drawings under an Alternate Currency Standby Letter of
Credit with respect to such Alternate Currency Credit Extensions are not
available to the applicable Alternate Currency Lender or Alternate Currency LC
Issuer, as the case may be, such Alternate Currency Credit Extensions be
converted into Revolving Loans, in which case the Agent shall be deemed to have
received a Notice of Borrowing from the Company pursuant to Section 2.3
requesting that Base Rate Loans be made on the following Business Day in an
amount equal to the Effective Amount of such Alternate Currency Credit
Extensions, and the procedures set forth in Section 2.3(c) shall be followed in
making such Base Rate Loans, provided that such Base Rate Loans shall be made
notwithstanding the Company's failure to comply with Section 4.2. If a Borrowing
of Revolving Loans becomes legally impractical and if so required by the
applicable Alternate Currency Lender or Alternate Currency LC Issuer, as the
case may be, at the time such Revolving Loans are required to be made by the
Revolving Lenders in accordance with this Section 2.17(e), each Revolving Lender
agrees that in lieu of making Revolving Loans as described in this Section
2.17(e), such Revolving Lender shall purchase in Dollars a participation from
the applicable Alternate




                                      -31-

<PAGE>   39


Currency Lender or Alternate Currency LC Issuer, as the case may be, in the
applicable Alternate Currency Credit Extensions in an amount equal to such
Lender's Revolver Pro Rata Share of the Effective Amount of such Alternate
Currency Credit Extensions, and applicable procedures set forth in Section
2.16.3(c) shall be followed in connection with the purchase of such
participations; provided that the applicable Alternate Currency Lender or
Alternate Currency LC Issuer shall use all reasonable efforts to convert such
Alternate Currency Credit Extensions into obligations denominated and payable in
Dollars. The proceeds of such Base Rate Loans (or participations purchased)
shall be delivered by the Agent to the applicable Alternate Currency Lender or
Alternate Currency LC Issuer, as the case may be, in Dollars to repay such
Alternate Currency Credit Extensions or as payment for such participations. In
the event that the applicable Alternate Currency Borrower or Alternate Currency
Account Party, as the case may be, makes a payment with respect to Alternate
Currency Credit Extensions in which participations have been purchased by the
Revolving Lenders that have not been converted into obligations denominated and
payable in Dollars, the Company shall pay to the Agent for the account of the
Revolving Lenders an Alternate Currency Make-Whole Payment with respect to such
payment. A copy of each notice given by the Agent to the Revolving Lenders
pursuant to this Section 2.17(e) with respect to the making of Revolving Loans
or the purchase of participations shall be promptly delivered by the Agent to
the applicable Alternate Currency Lender or Alternate Currency LC Issuer, as the
case may be. Each Revolving Lender's obligation in accordance with this
Agreement to participate in any Alternate Currency Standby Letters of Credit, to
make the Revolving Loans or to purchase participations, as contemplated by this
Section 2.17(e), shall be absolute and unconditional and shall not be affected
by any circumstance, including (1) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against the applicable
Alternate Currency Lender or Alternate Currency Account Party, as the case may
be, any applicable Alternate Currency Borrower or Alternate Currency LC Issuer
or any other Person for any reason whatsoever; (2) the occurrence or continuance
of a Default, an Event of Default or a Material Adverse Effect; or (3) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

     (f)     The Agent will determine the Dollar Equivalent of (i) any
Alternate Currency Credit Extension as of the requested Borrowing Date or
Issuance Date, as the case may be, (ii) all outstanding Alternate Currency
Credit Extensions as of the last Business Day of each month, and (iii)
outstanding Alternate Currency Loans as of any date of redenomination of an
Alternate Currency Loan into Dollars pursuant to this Section 2.17 or Section
3.5.

     (g)     The Company shall be entitled to request that Alternate Currency
Credit Extensions hereunder also be permitted to be made or Issued, as the case
may be, to applicable Alternate Currency Borrowers or Alternate Currency Account
Parties, as the case may be, in any other lawful currency constituting a
eurocurrency (other than Dollars), in addition to the eurocurrencies specified
in the definition of "Alternate


                                      -32-



<PAGE>   40


Currency" herein, that is approved by the Required Lenders and the Agent, and
that in the opinion of the Required Lenders and the Agent is at such time freely
traded in the offshore interbank foreign exchange markets and is freely
transferable and freely convertible into Dollars (an "Agreed Alternate
Currency"). The Company shall deliver to the Agent any request for designation
of an Agreed Alternate Currency in accordance with Section 10.2 and specifying
the proposed Alternate Currency Borrower(s) and/or Alternate Currency Account
Party(ies), each of which must be a Supermajority-Owned Subsidiary (each an
"Agreed Alternate Currency Borrower" and "Agreed Alternate Currency Account
Party", respectively), to be received by the Agent at least twenty Business Days
in advance of the date of any Borrowing or Issuance hereunder proposed to be
made in such Agreed Alternate Currency. Upon receipt of any such request the
Agent will promptly notify the Revolving Lenders thereof, and each Revolving
Lender shall respond to such request within three Business Days of receipt
thereof; provided that any Revolving Lender that fails to so respond shall be
deemed to have denied such request. Each Revolving Lender may grant or accept
such request in its sole discretion. The Agent shall promptly notify the Company
of the acceptance or rejection of any such request. If such request is accepted,
the Agent in its sole discretion shall designate an Alternate Currency Lender
and/or an Alternate Currency LC Issuer, as the case may be, for such Agreed
Alternate Currency, with each such Person's consent; provided that the Agent is
under no obligation to designate a Lender as an Alternate Currency Lender or
Alternate Currency LC Issuer. The Agent has previously submitted to the
Revolving Lenders for the approval of the Required Lenders the procedures for
Alternate Currency Credit Extensions (to the extent that they differ from the
procedures for the comparable Credit Extensions hereunder) in the applicable
Alternate Currency Annex other than any Alternate Currency Annex with respect to
Italian Lire entered into with Istituto Bancario San Paolo Di Torino S.p.A. as
the Alternate Currency Lender with respect to Italian Lire no later than one
hundred eighty (180) days after the Original Closing Date. Each Lender has
indicated its approval or disapproval of such Alternate Currency Annex within
three Business Days of its receipt of such Alternate Currency Annex; provided
that any Revolving Lender that failed to respond shall be deemed to have
approved such Alternate Currency Annex. Each Revolving Lender has approved or
disapproved such Alternate Currency Annex in its sole discretion. If such
Alternative Currency Annex is approved, then each of the Company, the applicable
Alternate Currency Borrowers, the applicable Alternate Currency Account Parties,
the Agent, the applicable Alternate Currency Lender and the applicable Alternate
Currency LC Issuer shall execute the applicable Alternate Currency Annex, upon
which the Agreed Alternate Currency shall be deemed to be an "Alternate
Currency" for all purposes hereunder. In connection with the execution of a new
Alternate Currency Annex, the Company shall deliver, and shall cause the
Alternate Currency Borrowers and Alternate Currency Account Parties to deliver,
to the Agent and the applicable Alternate Currency Lender and Alternate Currency
LC Issuer, such opinions of counsel, certificates, resolutions, instruments and
other documentation as any of the Agent, the applicable Alternate Currency
Lender and the applicable Alternate Currency LC Issuer may reasonably request
from time to time. Company may request the availability of the other type of
Alternate Currency Extension, if not already available, and the addition of
other Alternate Currency Borrowers and Alternate Currency Account Parties,
according to the same procedures in this Section 2.17(g).


                                      -33-



<PAGE>   41


     (h)     Subject to Section 3.4, if on any Valuation Date the Agent shall
have determined that the sum of (i) the Effective Amount of all outstanding
Revolving Loans (including for purposes hereof Swingline Loans and Alternate
Currency Loans) plus (ii) the Effective Amount of all outstanding Letter of
Credit Obligations minus (iii) the lesser of (x) the Effective Amount of all
Alternate Currency Loans supported by Alternate Currency Standby Letters of
Credit and (y) the Effective Amount of all Letter of Credit Obligations with
respect to Alternate Currency Standby Letters of Credit exceeds the Total
Commitment Amount due to a change in applicable rates of exchange between
Dollars and Alternate Currencies, then the Agent shall give notice to the
Company and each Revolving Lender that a prepayment is required under this
Section 2.17(h), and the Company agrees thereupon to make prepayments on the
third Business Day after notice from the Agent of Revolving Loans (and if
necessary, Cash Collateralize the outstanding Letters of Credit) such that,
after giving effect to such prepayment or Cash Collateralization, the Effective
Amount of all outstanding Revolving Loans (including for purposes hereof
Swingline Loans and Alternate Currency Loans) and of all outstanding Letter of
Credit Obligations (net of any Cash Collateralization) does not exceed the Total
Commitment Amount. Any prepayment under this Section 2.17(h) shall be made
together with accrued interest and any amounts required pursuant to Section 3.4.

     (i)     Subject to Section 3.4, if on any Valuation Date the Agent shall
have determined that the Effective Amount of all Alternate Currency Credit
Extensions in a particular Alternate Currency exceeds 105% of either the
applicable Alternate Currency Sublimit or the Alternate Currency Standby Letter
of Credit with respect to such Alternate Currency Credit Extensions due to a
change in applicable rates of exchange between Dollars and such Alternate
Currency, then the Agent shall give notice to the Company and the applicable
Alternate Currency Lender that a prepayment is required under this Section
2.17(i), and the Company agrees thereupon to make, or cause one or more other
Alternate Currency Borrowers to make, prepayments on the third Business Day
after notice from the Agent of applicable Alternate Currency Loans selected at
the Company's discretion (and if necessary, Cash Collateralize the outstanding
applicable Alternate Currency Letters of Credit) such that, after giving effect
to such prepayment or Cash Collateralization, the Effective Amount of all
Alternate Currency Credit Extensions in such Alternate Currency (net of any Cash
Collateralization) does not exceed either the applicable Alternate Currency
Sublimit or such Alternate Currency Standby Letter of Credit, as the case may
be. Any prepayment under this Section 2.17(i) shall be made together with
accrued interest and any amounts required pursuant to Section 3.4.

     (j)     The Company may terminate the ability of it or any other Alternate
Currency Borrower or Alternate Currency Account Party to request Alternate
Currency Loans or Alternate Currency Letters of Credit in a particular Alternate
Currency upon not less than five Business Days' prior notice to the Agent and
the applicable Alternate



                                      -34-




<PAGE>   42

Currency Lender or Alternate Currency LC Issuer, as the case may be; provided
that no Alternate Currency Loans or Alternate Currency Letter of Credit
Obligations in such Alternate Currency, as the case may be, with respect to such
Alternate Currency Borrower or Alternate Currency Account Party, as the case may
be, are outstanding on the effective date thereof after giving effect to any
payments of such Alternate Currency Loans or with respect to such Alternate
Currency Letter of Credit Obligations. The Company may request at a later date
that Alternate Currency Credit Extensions in such Alternate Currency be made or
Issued to such terminated Alternate Currency Borrower or Alternate Currency
Issuer, as the case may be, pursuant to the provisions of Section 2.17(g).

     2.18 Guaranty and Pledge Agreements.

     (a)  The prompt payment and performance of all obligations of the Credit
Parties under this Agreement, each of the Notes and all other Credit Documents
shall be unconditionally guaranteed by each Guarantor from time to time pursuant
to the Guaranty.

     (b)  65% of the outstanding capital stock of each Foreign 956 Subsidiary
from time to time shall be pledged to secure all obligations of the Credit
Parties under this Agreement, each of the Notes and all other Credit Documents
by each applicable Pledgor pursuant to its Pledge Agreement.

     (c)  In connection with the Guaranty and Pledge Agreements described in
clauses (a) and (b) above, the Company shall deliver and cause each Guarantor
and Pledgor to deliver to the Agent such opinions of counsel, certificates,
resolutions, instruments and other documentation as the Agent may reasonably
request from time to time.

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

     3.1  Taxes.

     (a)  Any and all payments by any Credit Party to any Lending Party or the
Agent under this Agreement or any other Credit Document shall be made free and
clear of, and without deduction or withholding for, any Taxes, except as
otherwise provided in Section 3.1(e) or (f). In addition, each Credit Party
shall pay all applicable Other Taxes except as otherwise provided in Section
3.1(e) or (f).

     (b)  If any Credit Party shall be required by law to deduct or withhold
any Taxes, Other Taxes or Further Taxes from or in respect of any sum payable
hereunder to any Lending Party or the Agent, then:

                                      -35-


<PAGE>   43


          (i)   the sum payable shall be increased as necessary so that, after
making all required deductions and withholdings (including deductions and
withholdings applicable to additional sums payable under this Section), such
Lending Party or the Agent, as the case may be, receives and retains an amount
equal to the sum it would have received and retained had no such deductions or
withholdings been made;

          (ii)  such Credit Party shall make such deductions and withholdings;

          (iii) such Credit Party shall pay the full amount deducted or
withheld to the relevant taxing authority or other authority in accordance with
applicable law; and

          (iv)  such Credit Party shall also pay to each Lending Party or the
Agent for the account of such Lending Party, at the time interest is paid,
Further Taxes in the amount that the respective Lending Party specifies as
necessary to preserve the after-tax yield such Lending Party would have received
if such Taxes, Other Taxes or Further Taxes had not been imposed.

     (c)  Each Credit Party agrees to indemnify and hold harmless each Lending
Party and the Agent for the full amount of (i) Taxes, (ii) Other Taxes, and
(iii) Further Taxes in the amount that the respective Lending Party or the Agent
specifies as necessary to preserve the after-tax yield such Lending Party or the
Agent would have received if such Taxes, Other Taxes or Further Taxes had not
been imposed, and any liability (including penalties, interest, additions to tax
and expenses) arising therefrom or with respect thereto, whether or not such
Taxes, Other Taxes or Further Taxes were correctly or legally asserted. Payment
under this indemnification shall be made within 30 days after the date the
applicable Lending Party or the Agent makes written demand therefor.

     (d)  Within 30 days after the date of any payment by any Credit Party of
Taxes, Other Taxes or Further Taxes, such Credit Party shall furnish to each
Lending Party or the Agent the original or a certified copy of a receipt
evidencing payment thereof, or other evidence of payment satisfactory to such
Lending Party or the Agent.

     (e)  If any Credit Party is required to pay any amount to any Lending
Party or the Agent pursuant to Section 3.1(b) or (c), then such Lending Party
shall use reasonable efforts (consistent with legal and regulatory restrictions)
to change the jurisdiction of its Lending Office so as to eliminate any such
additional payment by such Credit Party which may thereafter accrue, if such
change in the sole judgment of such Lending Party is not otherwise
disadvantageous to such Lending Party.

     (f)  Nothing contained in this Section 3.1 shall override any term or
provision of any Specified Swap Contract regarding withholding taxes relating to
Swap Contracts.

     (g)  Each Lender that is incorporated under the laws of any jurisdiction
other than the United States of America or any state or other political
subdivision thereof



                                      -36-


<PAGE>   44


represents and warrants to the Company and to the Agent that, in the case of
such Lender, on the date hereof, and, in the case of each other Lender, on the
date of its execution and delivery of the Assignment and Acceptance that first
makes it a party hereto, its Lending Offices are entitled to receive payments in
respect of the Obligations owed to it including principal, interest, facility
fees and letter of credit fees without deduction or withholding for or on
account of United States taxes.

     3.2 Illegality.

     (a) If any Lending Party determines that the introduction of any
Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for such Lending Party or its applicable Lending Office to
make Offshore Rate Loans or Alternate Currency Loans, as the case may be, then,
on notice thereof by such Lending Party to the Company through the Agent, any
obligation of that Lending Party to make Offshore Rate Loans or Alternate
Currency Loans, as the case may be, shall be suspended until such Lending Party
notifies the Agent and the Company that the circumstances giving rise to such
determination no longer exist.

     (b) If a Lending Party determines that it is unlawful to maintain any
Offshore Rate Loan or Alternate Currency Loan, as the case may be, the
applicable Credit Party shall, upon receipt by the Company of notice of such
fact and demand from such Lending Party (with a copy to the Agent), prepay in
full such Offshore Rate Loans or Alternate Currency Loans, as the case may be,
of such Lending Party then outstanding, together with interest accrued thereon
and amounts required under Section 3.4, either on the last day of the Interest
Period thereof in the case of Offshore Rate Loans, if such Lending Party may
lawfully continue to maintain such Offshore Rate Loans to such day, or
immediately, in the case of Alternate Currency Loans or if such Lending Party
may not lawfully continue to maintain such Offshore Rate Loan. If the Company is
required to so prepay any Offshore Rate Loan, then concurrently with such
prepayment, the Company shall borrow from the affected Lender, in the amount of
such repayment, a Base Rate Loan.

     (c) If the obligation of any Lender to make or maintain Offshore Rate Loans
has been so terminated or suspended, the Company may elect, by giving notice to
such Lender through the Agent that all Dollar denominated Loans which would
otherwise be made by such Lender as Offshore Rate Loans shall be instead Base
Rate Loans.

     (d) Before giving any notice to the Agent under this Section 3.2, the
affected Lending Party shall designate a different Lending Office with respect
to its Offshore Rate Loans or Alternate Currency Loans, as the case may be, if
such designation will avoid the need for giving such notice or making such
demand and will not, in the judgment of such Lending Party, be illegal or
otherwise disadvantageous to such Lending Party.


                                      -37-

<PAGE>   45



     3.3 Increased Costs and Reduction of Return.

     (a) If any Lending Party determines that, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance by such Lending Party with any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law), there shall be any increase in the cost to such
Lending Party of agreeing to make or making, funding or maintaining any Offshore
Rate Loans or Alternate Currency Loans, participating in Letters of Credit,
agreeing to Issue, Issuing or maintaining any Letter of Credit or funding any
drawing under any Letter of Credit or any participation therein, as the case may
be, then the applicable Credit Party shall be liable for, and shall from time to
time, upon demand (with a copy of such demand to be sent to the Agent), pay to
the Agent for the account of such Lending Party additional amounts as are
sufficient to compensate such Lending Party for such increased costs.

     (b) If any Lending Party shall have determined that (i) the introduction of
any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy
Regulation, (iii) any change in the interpretation or administration of any
Capital Adequacy Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof, or (iv) compliance by
such Lending Party (or its Lending Office) or any Person controlling such
Lending Party with any Capital Adequacy Regulation, affects or would affect the
amount of capital required or expected to be maintained by such Lending Party or
any Person controlling such Lending Party and (taking into consideration such
Lending Party's or such Person's policies with respect to capital adequacy and
such Lending Party's of such Person's desired return on capital) determines that
the amount of such capital is increased as a consequence of its Revolving
Commitment, Credit Extensions or other obligations under this Agreement, then,
upon demand of such Lending Party to the Company through the Agent, the
applicable Credit Party shall pay to such Lending Party, from time to time as
specified by such Lending Party, additional amounts sufficient to compensate
such Lending Party or such Person for such increase.

     3.4 Funding Losses. Each Credit Party shall promptly reimburse each Lending
Party and hold each Lending Party harmless from any loss or expense which such
Lending Party may sustain or incur as a consequence of:

     (a) the failure of such Credit Party to make on a timely basis any payment
of principal of any Offshore Rate Loan or Alternate Currency Loan, as the case
may be;

     (b) the failure of such Credit Party to borrow, continue or convert a Loan
after such Credit Party has given (or is deemed to have given) a Notice of
Borrowing or a Notice of Conversion/Continuation or a Notice of Euro Conversion;



                                      -38-




<PAGE>   46



     (c) in the case of the Company or any Foreign Subsidiary Borrower, the
failure of the Company or such Foreign Subsidiary Borrower to make any
prepayment in accordance with any notice delivered under Section 2.6;

     (d) the prepayment (including pursuant to Section 2.7) or other payment
(including after acceleration thereof) of an Offshore Rate Loan or Alternate
Currency Loan on a day that is not the last day of the relevant Interest Period;

     (e) in the case of the Company, the automatic conversion under Section 2.4
of any Offshore Rate Loan to a Base Rate Loan on a day that is not the last day
of the relevant Interest Period; or

     (f) in the case of the Company, the conversion under Section 2.1(b)(ii) of
Term A Dollar Loans to Term A Euro Loans on a day that is not the last day of
the relevant Interest Period for the converted Loans.

     including any such loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain its Offshore Rate Loans or
Alternate Currency Loans, as the case may be, or from fees payable to terminate
the deposits from which such funds were obtained. For purposes of calculating
amounts payable by such Credit Party to the Lending Parties under this Section
3.4 and under Section 3.3(a), (i) each Offshore Rate Loan made by a Lender (and
each related reserve, special deposit or similar requirement) shall be
conclusively deemed to have been funded at the Offshore Rate for such Offshore
Rate Loan by a matching deposit or other borrowing in the interbank eurocurrency
market for a comparable amount, comparable currency and for a comparable period,
whether or not such Offshore Rate Loan is in fact so funded, and (ii) amounts
payable with respect to Alternate Currency Loans shall be as set forth in the
applicable Alternate Currency Annex.

     3.5 Inability to Determine Rates. If the Agent determines that for any
reason adequate and reasonable means do not exist for determining the Spot Rate
with respect to an Alternate Currency or the Offshore Rate for any requested
Interest Period with respect to a proposed Offshore Rate Loan, or that the
Offshore Rate applicable pursuant to Section 2.9(a) for any requested Interest
Period with respect to a proposed Offshore Rate Loan does not adequately and
fairly reflect the cost to any Lending Party of funding such Loan, the Agent
will promptly so notify the Company and each Lending Party. Thereafter, the
obligation of such Lending Party to make or maintain Offshore Rate Loans or
Alternate Currency Loans in such Alternate Currency, as the case may be,
hereunder shall be suspended until the Agent revokes such notice in writing.
Upon receipt of such notice, any Credit Party may revoke any applicable Notice
of Borrowing or Notice of Conversion/Continuation then submitted by it. If any
such Credit Party does not revoke any such Notice, such Lending Party shall
make, convert or continue the Offshore Rate Loans or make Alternate Currency
Loans, as proposed by such Credit Party, in the amount specified in the
applicable notice submitted by such Credit Party, but





                                  -39-


<PAGE>   47


such Offshore Rate Loans shall be made, converted or continued as Base Rate
Loans instead of Offshore Rate Loans, as the case may be, and such Alternate
Currency Loans shall be made as Base Rate Loans in the Dollar Equivalent thereof
instead of Alternate Currency Loans.

     3.6 Reserves on Offshore Rate Loans and Alternate Currency Loans. Each
Credit Party shall pay to each Lending Party, as long as such Lending Party
shall be required under regulations of the FRB to maintain reserves with respect
to liabilities or assets consisting of or including Eurocurrency funds or
deposits (currently known as "Eurocurrency liabilities"), and, in respect of
Alternate Currency Loans, under any applicable regulations of the relevant
Governmental Authority of the jurisdiction in which the applicable Alternate
Currency circulates, additional costs on the unpaid principal amount of each
Offshore Rate Loan or Alternate Currency Loan, as the case may be, equal to the
actual costs of such reserves allocated to such Loan by such Lending Party (as
reasonably determined by such Lending Party in good faith, which determination
shall be conclusive), payable on each date on which interest is payable on such
Loan, provided the Company shall have received at least 15 days' prior written
notice (with a copy to the Agent) of such additional interest from such Lending
Party. If a Lending Party fails to give notice 15 days prior to the relevant
Interest Payment Date, such additional interest shall be payable 15 days from
receipt of such notice.

     3.7 Exchange Controls.

     (a) If any Lender determines that the imposition of exchange controls by
any Governmental Authority will limit or terminate its ability to make
non-dollar denominated Loans, the obligations of such Lender making non-dollar
denominated Loans to provide such non-dollar denominated Loans shall terminate.

     (b) If the imposition of exchange controls by any Governmental Authority
shall impair the ability of any Lender to receive payments in the applicable
currency, all such payments shall be made in Dollars to an office specified by
such Lender to the extent possible or otherwise as directed by such Lender.

     3.8 Certificates of Lending Party. Any Lending Party claiming reimbursement
or compensation under this Article III shall deliver to the Company (with a copy
to the Agent) a certificate setting forth in reasonable detail the amount
payable to such Lending Party hereunder and such certificate shall be conclusive
and binding on the Credit Parties in the absence of manifest error.

     3.9 Substitution of Lenders. Upon the receipt by the Company of (x) a claim
for compensation under Section 3.2 or 3.3 from any Lender or (y) a demand from
the Agent under Section 2.13(a) regarding any Lender (in either case such Lender
being an "Affected Lender"), the Company may, with the Agent's assistance: (i)
obtain a replacement bank or financial institution satisfactory to the Company
and to the Agent (a



                                      -40-



<PAGE>   48


"Replacement Lender") to acquire and assume all or a ratable part of all of such
Affected Lender's Revolving Commitments, Credit Extensions and other rights and
obligations under this Agreement (collectively such Lender's "Assignable Credit
Exposure"), and if such Affected Lender or any Affiliate thereof is a Swap
Provider, all Specified Swap Contracts of such Affected Lender and Affiliate; or
(ii) request one or more of the other Lenders (which shall be under no
obligation) to acquire and assume all or part of such Affected Lender's
Assignable Credit Exposure. Any such designation of a Replacement Lender under
clause (i) shall be subject to the prior written consent of the Agent (which
consent shall not be unreasonably withheld). Before the acquisition and
assumption by a Replacement Lender or existing Lender of an Affected Lender's
Assignable Credit Exposure can be effective, the Credit Parties must pay to the
Affected Lender any costs and expenses due to it under Section 3.4.

     3.10 Survival. The agreements and obligations of the Credit Parties in this
Article III shall survive the payment of all other Obligations.

                                   ARTICLE IV
                       CONDITIONS PRECEDENT AND SUBSEQUENT

     4.1 Conditions of Restatement. The effectiveness of this Agreement and the
obligation of each Term Lender to make its Term Loan hereunder is subject to the
condition that the Agent shall have received on or before the Restatement Date
all of the following, in form and substance reasonably satisfactory to the
Agent, the Required Lenders and the Required Term Lenders, and in the case of
the items described in clauses (a) (with respect to this Agreement only), (e)
and (g), with the Company providing sufficient copies for each Lender (and the
Agent providing to each Lender copies of the other items described in this
Section 4.1 received by the Agent):

     (a)  Credit Agreement and Notes. This Agreement executed by each Term
Lender and the Required Lenders and, to the extent requested by a Term Lender,
the Term A Notes executed by each party thereto;

     (b)  Resolutions; Incumbency.

          (i)  Copies of the resolutions of the board of directors (or similar
governing body, in the case of the Italian Borrower) of the Company and the
Parent and each Subsidiary that may become party to a Credit Document
authorizing the transactions contemplated hereby, certified as of the
Restatement Date by the Secretary or an Assistant Secretary of such Person; and

          (ii) A certificate of the Secretary or Assistant Secretary of the
Company, and the Parent and each Subsidiary that may become party to a Credit
Document certifying the names and true signatures of the officers of such Person



                                      -41-




<PAGE>   49



authorized to execute, deliver and perform, as applicable, this Agreement, and
all other Credit Documents to be delivered by it hereunder;


     (c) Organization Documents; Good Standing. Each of the following documents:

         (i)  the articles or certificate of incorporation and the bylaws of
the Company and the Parent and each Subsidiary (other than the Italian Borrower)
party to any Credit Document as in effect on the Restatement Date, certified by
the Secretary or Assistant Secretary of such Person as of the Restatement Date;
and

         (ii) a good standing and tax good standing certificate for the Company
and the Parent and each Subsidiary party to any Credit Document from the
Secretary of State of its state of incorporation and each state where such
Person is qualified to do business as a foreign corporation as of a recent date;

     (d) Legal Opinions.

         (i)  An opinion of Varnum, Riddering, Schmidt & Howlett LLP, special
Michigan counsel to the Company, and addressed to the Agent and the Lenders,
substantially in the form of Exhibit D-1; and

         (ii) An opinion of Kirkland & Ellis, special New York counsel to the
Company, and addressed to the Agent and the Lenders, substantially in the form
of Exhibit D-2.

     (e) Payment of Fees. Evidence of payment by the Company of all accrued and
unpaid reasonable fees, costs and expenses to the extent then due and payable on
the Restatement Date, together with Attorney Costs of the Agent to the extent
invoiced prior to or on the Restatement Date, plus such additional amounts of
Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney
Costs incurred or to be incurred by it through the closing proceedings (provided
that such estimate shall not thereafter preclude final settling of accounts
between the Company and the Agent); including any such costs, fees and expenses
arising under or referenced in Sections 2.10 and 10.4;

     (f) Guaranties. The Amended and Restated Guaranty executed by each
Guarantor;

     (g) Certificate. A certificate signed by a Responsible Officer of the
Company, dated as of the Restatement Date, stating that:


                                      -42-


<PAGE>   50


     (i)   the representations and warranties contained in Article V are true
and correct in all material respects on and as of such date, as though made on
and as of such date;

     (ii)  no Default or Event of Default exists or would result from the
Credit Extensions outstanding or to be made on the Restatement Date; and

     (iii) there has occurred since December 31, 1998, no event or circumstance
that has resulted or could reasonably be expected to result in a Material
Adverse Effect;

     (h)   Lien Searches. Lien and judgment searches as the Agent shall have
requested, and such termination statements or other documents as may be
necessary to confirm that none of the property of the Company and its
Subsidiaries is subject to Liens in favor of any Persons (other than Permitted
Liens);

     (i)   Year 2000. Receipt and review, with results reasonably satisfactory
to the Agent and the Lenders, of information confirming that (i) the Company and
its Subsidiaries are taking all necessary and appropriate steps to ascertain the
extent of, and to quantify and successfully address, business and financial
risks facing the Company and its Subsidiaries as a result of what is commonly
referred to as the "Year 2000 Problem" (i.e., the inability of certain computer
applications to recognize correctly and perform date-sensitive functions
involving certain dates prior to and after December 31, 1999), including risks
resulting from the failure of key vendors and customers of the Company and its
Subsidiaries to successfully address the Year 2000 Problem, and (b) the
Company's and its Subsidiaries' material computer applications and those of its
key vendors and customers will, on a timely basis, adequately address the Year
2000 Problem in all material respects; and

     (j)   Other Documents. Such other approvals, opinions, documents or
materials as the Agent or any Lender may reasonably request.

     4.2   Conditions to Conversion of Term A Dollar Loans to Term A Euro
Loans. The ability of the Company to convert Term A Dollar Loans to Term A Euro
Loans or to designate an Approved Foreign Subsidiary Borrower for such Term A
Euro Loans and the obligation of the Term A Dollar Lenders to convert a portion
of their Term A Dollar Loans to Term A Euro Loans is subject to the condition
that the Agent shall have received on or before the Euro Conversion Date all of
the following in form and substance reasonably satisfactory to the Agent:

     (a)   Notice of Conversion. The Agent and each Term A Lender shall have
received a Notice of Euro Conversion duly executed by the Company and, if
applicable, the Approved Foreign Subsidiary Borrower.



                                      -43-



<PAGE>   51


     (b)   Approved Foreign Subsidiary Borrower Documents. If the Notice of
Euro Conversion designates an Approved Foreign Subsidiary Borrower as the new
obligor with respect to such Term A Euro Loans:

           (i)   copies of the resolution of the board of directors or similar
governing body of such Approved Foreign Subsidiary Borrower authorizing the
assumption of the Obligations with respect to such Term A Euro Loans and
transactions contemplated thereby;

           (ii)  a copy of the Organization Documents (or the applicable
foreign equivalent thereof) of such Approved Foreign Subsidiary Borrower
certified when practicable by a Governmental Authority;

           (iii) an opinion of legal counsel for the jurisdiction of such
Approved Foreign Subsidiary Borrower's organization in form and substance
satisfactory to Agent, and

     (c)   such other opinions, documents or materials as Agent or any Term A
Lender may reasonably request.

     4.3   Conditions to Italian Euro Term Loan. The obligation of the Italian
Euro Term Lender to make its Italian Euro Term Loan hereunder is subject to the
condition that the Agent shall have received on or before the Italian Euro Term
Loan Closing Date all of the following, in form and substance reasonably
satisfactory to the Agent and the Italian Euro Term Lender:

     (a)   Notice of Borrowing. A Notice of Borrowing two (2) Business Days
prior to the proposed Italian Euro Term Loan Closing Date;

     (b)   Legal Opinion. An opinion of special Italian counsel to the Italian
Borrower, and addressed to the Agent and the Italian Euro Term Lender;

     (c)   Italian Euro Term Note. The Italian Euro Term Note executed by the
Italian Borrower;

     (d)   Certificate. A certificate signed by a Responsible Officer of the
Italian Borrower, dated as of the Italian Euro Term Loan Closing Date, stating
that:

           (i)   the representations and warranties contained in Article V are
true and correct in all material respects on and as of such date, as though made
on and as of such date; and

           (ii)  no Default or Event of Default exists or would result from
the Credit Extensions outstanding or to be made on the Italian Euro Term
Loan Closing Date; and



                                      -44-


<PAGE>   52



           (iii) there has occurred since December 31, 1998, no event or
circumstance that has resulted or could reasonably be expected to result in a
Material Adverse Effect;

     (e)   the Organization Documents (or the foreign equivalent thereof) of
the Italian Borrower as in effect on the Italian Euro Term Loan Closing Date,
certified by the Secretary or Assistant Secretary of such Person as of the
Italian Euro Term Loan Closing Date; and

     (f)   such other opinions, documents or materials as the Agent or the
Italian Euro Term Lender may reasonably request.

     4.4   Conditions to All Credit Extensions and Continuations/Conversions..
The obligation of each Lending Party to make any Credit Extension (including its
initial Loan) or to continue or convert any Loan under Section 2.4 or Section
2.1(b)(ii) is subject to the satisfaction of the following conditions precedent
on the relevant date of such Credit Extension, Conversion/Continuation Date or
Euro Conversion Date:

         (a) Notice of Borrowing, Letter of Credit Related Document or
Conversion/Continuation. The Agent shall have received a Notice of Borrowing,
Letter of Credit Related Document, a Notice of Conversion/Continuation or Notice
of Euro Conversion, as applicable;

     (b)   Continuation of Representations and Warranties. The representations
and warranties in Article V shall be true and correct in all material respects
on and as of such Borrowing Date, Issuance Date or Conversion/Continuation Date
with the same effect as if made on and as of such Borrowing Date, Issuance Date
or Conversion/Continuation Date (except to the extent such representations and
warranties expressly refer to an earlier date, in which case they shall be true
and correct in all material respects as of such earlier date); and

     (c)   No Existing Default. No Default or Event of Default shall exist or
shall result from such Credit Extension or continuation or conversion.

     Each Notice of Borrowing, Letter of Credit Related Document, Notice of
Conversion/Continuation and Notice of Euro Conversion submitted by any Credit
Party hereunder shall constitute a representation and warranty by the Company
hereunder, as of the date of each such notice and as of each Borrowing Date,
Issuance Date or Conversion/Continuation Date, as applicable, that the
conditions in this Section 4.4 are satisfied.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES


                                      -45-



<PAGE>   53


     The Company and each Foreign Subsidiary Borrower (with respect to itself
and its Subsidiaries) represents and warrants to the Agent and each Lending
Party that:

     5.1 Corporate Existence and Power. The Parent, the Company and each of its
Subsidiaries:

     (a) is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation;

     (b) has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, carry on its business
and to execute, deliver, and perform its obligations under the Credit Documents
to which it is a party;

     (c) is duly qualified as a foreign corporation and is licensed and in good
standing under the laws of each jurisdiction where failure to be so qualified or
licensed would reasonably be expected to have a Material Adverse Effect; and

     (d) is in compliance with all Requirements of Law; except, in each case
referred to in clause (c) or clause (d) of this Section 5.1, to the extent that
the failure to be so could not reasonably be expected to have a Material Adverse
Effect.

     5.2 Corporate Authorization; No Contravention. The execution, delivery and
performance by the Company and the Parent and its Subsidiaries of this Agreement
and each other Credit Document to which such Person is a party have been duly
authorized by all necessary corporate action, and do not:

     (a) contravene the terms of any of such Person's Organization Documents;

     (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, any document evidencing any Contractual Obligation
to which such Person is a party which conflict or breach would reasonably be
likely to have a Material Adverse Effect, or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is
subject; or

     (c) violate any Requirement of Law.

     5.3 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Parent, the
Company or any of its Subsidiaries of this Agreement or any other Credit
Document except (a) to the extent obtained or made prior to the Original Closing
Date or (b) which would not reasonably be expected to have a Material Adverse
Effect.


                                      -46-


<PAGE>   54


     5.4 Binding Effect. This Agreement and each other Credit Document to which
the Company or the Parent or any of its Subsidiaries is a party constitute the
legal, valid and binding obligations of the Company, the Parent or any such
Subsidiary to the extent it is a party thereto, enforceable against such Person
in accordance with their respective terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights generally or by equitable principles relating
to enforceability.

     5.5 Litigation. Except as specifically disclosed in Schedule 5.5, there are
no actions, suits, proceedings, claims or disputes pending, or to the best
knowledge of the Company, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, against the Company, the
Parent or any of its Subsidiaries or any of their respective properties which:

     (a) purport to affect or pertain to this Agreement or any other Credit
Document, or any of the transactions contemplated hereby or thereby; or

     (b) if determined adversely to the Company, the Parent or its Subsidiaries,
would reasonably be expected to have a Material Adverse Effect. No injunction,
writ, temporary restraining order or any order of any nature has been issued by
any court or other Governmental Authority purporting to enjoin or restrain the
execution, delivery or performance of this Agreement or any other Credit
Document, or directing that the transactions provided for herein or therein not
be consummated as herein or therein provided.

     5.6 No Default. No Default or Event of Default exists or would result from
the incurring of any Obligations by any Credit Party. As of the Original Closing
Date, neither the Company nor any Subsidiary is in default under or with respect
to any Contractual Obligation in any respect which, individually or together
with all such defaults, could reasonably be expected to have a Material Adverse
Effect.

     5.7 ERISA Compliance. Except as specifically disclosed in Schedule 5.7:

     (a) Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state law. Each Plan which is
intended to qualify under section 401(a) of the Code has received a favorable
determination letter from the IRS (or a request has been or will be filed with
the IRS within the applicable remedial amendment period) and to the best
knowledge of the Company, nothing has occurred which would cause the loss of
such qualification. The Company and each ERISA Affiliate have made all required
contributions to any Plan subject to section 412 of the Code, and no application
for a funding waiver or an extension of any amortization period pursuant to
section 412 of the Code has been made with respect to any Plan.



                                      -47-


<PAGE>   55


     (b)  There are no pending or, to the best knowledge of Company, threatened
claims, actions or lawsuits, or action by any Governmental Authority, with
respect to any Plan which has resulted or could reasonably be expected to result
in a Material Adverse Effect. There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or could reasonably be expected to result in a Material Adverse
Effect.

     (c)  (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability which has resulted or
would reasonably be expected to result in a Material Adverse Effect; (iii)
neither the Company nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under section 4007 of ERISA) which
has resulted or would reasonably be expected to result in a Material Adverse
Effect; (iv) neither the Company nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under section 4219 of ERISA, would result in such
liability) under section 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) neither the Company nor any ERISA Affiliate has engaged in a
transaction that could be subject to section 4069 or 4212(c) of ERISA.

     5.8  Use of Proceeds; Margin Regulations. The Letters of Credit and
proceeds of the Loans are to be used solely for the purposes set forth in and
permitted by Sections 6.12 and 7.7. Neither the making of the Loans hereunder or
use of the proceeds thereof nor the Issuance of any Letter of Credit will
violate Regulations T, U or X of the FRB and no Letter of Credit or part of the
proceeds of any Loan will be used to purchase or carry or to extend credit for
the purpose of purchasing or carrying Margin Stock.

     5.9  Title to Properties. The Company and each Subsidiary have good record
and marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of their respective
businesses, except for such defects in title as could not, individually or in
the aggregate, have a Material Adverse Effect. As of the Restatement Date, the
property of the Company and its Subsidiaries is subject to no Liens, other than
Permitted Liens.

     5.10 Taxes. The Company and its Subsidiaries have filed all Federal and
other material tax returns and reports required to be filed, and have paid all
Federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. There is no proposed tax assessment against the Company or
any Subsidiary that would, if made, have a Material Adverse Effect.

     5.11 Financial Condition.


                                      -48-


<PAGE>   56


     (a)  The audited consolidated financial statements of the Parent and its
Subsidiaries dated December 31, 1998, and the related consolidated statements of
income and operations, shareholders' equity and cash flows for the fiscal year
ended on that date:

          (i)   were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein;

          (ii)  fairly present in all material respects the financial condition
of the Parent and its Subsidiaries as of the date thereof and results of
operations for the period covered thereby; and

          (iii) except as disclosed in Schedule 5.11, show all material
indebtedness and other liabilities, direct or contingent, of the Parent and its
consolidated Subsidiaries as of the date thereof, including liabilities for
taxes, material commitments and Contingent Obligations.

     (b)  Since December 31, 1998, there has been no Material Adverse Effect.

     5.12 Environmental Matters.

     (a)  Except as disclosed in Schedule 5.12, the on-going operations of the
Company and each of its Subsidiaries comply in all respects with all
Environmental Laws, except for such non-compliance which would not (if enforced
in accordance with applicable law) reasonably be expected to have a Material
Adverse Effect.

     (b)  Except as disclosed in Schedule 5.12, the Company and each of its
Subsidiaries have obtained all licenses, permits, authorizations and
registrations required under any Environmental Law and necessary for their
respective ordinary course operations ("Environmental Permits"), all such
Environmental Permits are in good standing, and the Company and each of its
Subsidiaries are in compliance with all material terms and conditions of such
Environmental Permits, except where the failure to obtain, maintain in good
standing or comply with such Environmental Permits would not reasonably be
expected to have a Material Adverse Effect.

     (c)  Except as disclosed in Schedule 5.12, none of the Company, any of its
Subsidiaries or any of their respective present property or operations is
subject to any outstanding written order from or agreement with any Governmental
Authority, nor subject to any judicial or docketed administrative proceeding,
respecting any Environmental Law, Environmental Claim or Hazardous Material,
except for any such order, agreement or proceeding which would not reasonably be
expected to have a Material Adverse Effect.

     (d)  Except as disclosed in Schedule 5.12, there are no Hazardous
Materials or other conditions or circumstances existing with respect to any real
property of the


                                      -49-


<PAGE>   57



Company or any Subsidiary, or arising from operations prior to
the Original Closing Date of the Company or any of its Subsidiaries that would
reasonably be expected to give rise to Environmental Claims for any such
condition, circumstance or property where such Environmental Claim would, if
adversely determined, reasonably be expected to have a Material Adverse Effect.
Except as disclosed in Schedule 5.12, or except as would not reasonably be
expected to have a Material Adverse Effect, (i) neither the Company nor any
Subsidiary owns or operates any underground storage tanks (x) that are not
properly registered or permitted under applicable Environmental Laws, or (y)
that are leaking or disposing of Hazardous Materials off-site, and (ii) the
Company and its Subsidiaries have complied with all notification requirements
under Title III of CERCLA and all other Environmental Laws.

     5.13 Regulated Entities. None of the Company, any Person controlling the
Company, or any Subsidiary is an "investment company" within the meaning of the
Investment Company Act of 1940. The Company is not subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, any state public utilities code, or any other Federal
or state statute or regulation limiting its ability to incur Indebtedness.

     5.14 Copyrights, Patents, Trademarks and Licenses, etc. The Company or its
Subsidiaries own or are licensed or otherwise have the right to use all of the
patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the operation of their respective businesses, without, to the best knowledge of
the Company, conflict with the rights of any other Person. Except as
specifically disclosed in Schedule 5.5, to the best knowledge of the Company:
(i) no slogan or other advertising device, product, process, method, substance,
part or other material now employed, or now contemplated to be employed, by the
Company or any Subsidiary infringes upon any rights held by any other Person;
and (ii) no claim or litigation regarding any of the foregoing is pending or
threatened, and no patent, invention, device, application, principle or any
statute, law, rule, regulation, standard or code is pending or, to the knowledge
of the Company, proposed, which, in either case, could reasonably be expected to
have a Material Adverse Effect.

     5.15 Subsidiaries. As of the Restatement Date, the Company has no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
5.15 and has no equity investments in any other corporation or entity other than
those specifically disclosed in part (b) of Schedule 5.15.

     5.16 Insurance. Except as specifically disclosed in Schedule 5.16, the
properties of the Company and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Company, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Company or such Subsidiary operates.


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<PAGE>   58


     5.17 Solvency. The Company, the Parent and each of its Subsidiaries are
Solvent.

     5.18 Full Disclosure. None of the representations or warranties made by the
Company or any Subsidiary in the Credit Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Company or any Subsidiary in connection with the Credit
Documents (including the offering and disclosure materials delivered by or on
behalf of the Company to the Lenders prior to the Original Closing Date),
contains any untrue statement of a material fact or omits any material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they are made, not misleading as of
the time when made or delivered.

     5.19 Year 2000 Compliance. The Company and its Subsidiaries have conducted
a comprehensive review and assessment of its computer applications, and have
made inquiry of their material suppliers, vendors and customers, with respect to
any defect in computer software, data bases, hardware, controls and peripherals
related to the occurrence of the year 2000 or the use of any date after December
31, 1999 in connection therewith. Based on the foregoing review, assessment and
inquiry, the Company believes that no such defect could reasonably be expected
to have a Material Adverse Effect.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

          So long as any Lender shall have a Commitment hereunder, or any
Credit Extension or other Obligation (other than Obligations with respect to
indemnification hereunder not due and payable) shall remain outstanding, unpaid
or unsatisfied, unless the Required Lenders and the Required Term Lenders waive
compliance in writing:

     6.1  Financial Statements. The Company shall deliver to the Agent (which
shall furnish to each Lender in a timely manner):

     (a)  as soon as available, but not later than one hundred twenty days
after the end of each fiscal year, a copy of the audited consolidated balance
sheet of the Parent and its Subsidiaries as at the end of such year and the
related consolidated statements of income and operations, shareholders' equity
and cash flows for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, and accompanied by the opinion of Arthur
Andersen LLP or another nationally-recognized independent public accounting firm
("Independent Auditor") which report shall state that such consolidated
financial statements present fairly in all material respects the financial
position and the results of operations of the Parent and its Subsidiaries for
the periods


                                      -51-




<PAGE>   59


indicated in conformity with GAAP applied on a basis consistent with
prior years. Such opinion shall not be qualified or limited because of a
restricted or limited examination by the Independent Auditor of any material
portion of the Parent's or any of its Subsidiaries' records; and


     (b) as soon as available, but not later than 60 days after the end of each
of the first three fiscal quarters of each fiscal year, a copy of the unaudited
consolidated balance sheet of the Parent and its Subsidiaries as of the end of
such quarter and the related consolidated statements of income, shareholders'
equity and cash flows for the period commencing on the first day of such year
and ending on the last day of such quarter, and certified by a Responsible
Officer of the Parent as fairly presenting, in all material respects and in
accordance with GAAP (subject to ordinary, good faith year-end audit adjustments
and the absence of required footnotes), the financial position and the results
of operations of the Parent and its Subsidiaries;

     6.2 Certificates; Other Information. The Company shall furnish to the
Agent, with sufficient copies for each Lender:

     (a) concurrently with the delivery of the financial statements referred to
in Section 6.1(a), a certificate of the Independent Auditor stating that in
making the examination necessary therefor no knowledge was obtained of any
Default or Event of Default relating to financial matters, except as specified
in such certificate;

     (b) concurrently with the delivery of the financial statements referred to
in Sections 6.1(a) and (b), a Compliance Certificate executed by a Responsible
Officer;

     (c) promptly, copies of all financial statements and reports that the
Parent sends to its shareholders, and copies of all financial statements and
regular, periodical or special reports (including Forms 10-K, 10-Q and 8-K) that
the Parent or any of its Subsidiaries may make to, or file with, the SEC; and

     (d) promptly, such additional information regarding the business, financial
or corporate affairs of the Company or the Parent or any of its Subsidiaries as
the Agent, at the request of any Lender, may from time to time reasonably
request.

     6.3 Notices. The Company or any Foreign Subsidiary Borrower shall promptly
notify the Agent:

     (a) of the occurrence of any Default or Event of Default; (b) of (i) any
breach or non-performance of, or any default under, any Contractual Obligation
of the Company or any of its Subsidiaries which would reasonably be expected to
result in a Material Adverse Effect; and (ii) any dispute, litigation,
investigation, proceeding or suspension which may exist at any time between the
Company or any of its Subsidiaries and any



                                      -52-



<PAGE>   60


Governmental Authority which would reasonably be expected to result in a
Material Adverse Effect;

     (b) of the commencement of, or any material development in, any litigation
or proceeding affecting the Company or any Subsidiary (i) in which damages are
claimed or injunctive or similar relief is sought and which, if adversely
determined, would reasonably be expected to have a Material Adverse Effect, or
(ii) in which the relief sought is an injunction or other stay of the
performance of this Agreement or any other Credit Document;

     (c) upon, but in no event later than 10 days after, becoming aware of (i)
any enforcement, cleanup, removal or other governmental or regulatory actions
instituted, completed or threatened in writing against the Company or any
Subsidiary or any of their respective properties pursuant to any applicable
Environmental Laws where such action would reasonably be expected to have a
Material Adverse Effect, (ii) all other Environmental Claims that would
reasonably be expected to have a Material Adverse Effect, and (iii) any
environmental or similar condition on any real property adjoining or in the
vicinity of the property of the Company or any Subsidiary that could reasonably
be anticipated to cause such property of the Company or any Subsidiary or any
part thereof to be subject to any material restrictions on the ownership,
occupancy, transferability or use of such property under any Environmental Laws;

     (d) of any other litigation or proceeding affecting the Company or any of
its Subsidiaries which the Company would be required to report to the SEC
pursuant to the Exchange Act, within four days after reporting the same to the
SEC;

     (e) of the occurrence of any of the following events affecting the Company
or any ERISA Affiliate (but in no event more than 10 days after such event), and
deliver to the Agent and each Lender a copy of any notice with respect to such
event that is filed with a Governmental Authority and any notice delivered by a
Governmental Authority to the Company or any ERISA Affiliate with respect to
such event:

         (i)   an ERISA Event;

         (ii)  a material increase in the Unfunded Pension Liability of any
Pension Plan;

         (iii) the adoption of, or the commencement of contributions to, any
Plan subject to section 412 of the Code by the Company or any ERISA Affiliate;
or

         (iv)  the adoption of any amendment to a Plan subject to section 412
of the Code, if such amendment results in a material increase in contributions
or Unfunded Pension Liability;


                                      -53-


<PAGE>   61


     (f) of any material change in accounting policies or financial reporting
practices by the Company or any of its consolidated Subsidiaries;

     (g) of the entry by the Company or one of its Subsidiaries into any
Specified Swap Contract, together with the details thereof;

     (h) of the occurrence of any default, event of default, termination event
or other event under any Specified Swap Contract that after the giving of
notice, passage of time or both, would permit either counterparty to such
Specified Swap Contract to terminate early any or all trades relating to such
contract; and

     (i) upon the request from time to time of the Agent, the Swap Termination
Values, together with a description of the method by which such amounts were
determined, relating to any then-outstanding Swap Contracts to which the Company
or any of its Subsidiaries is party.

         Each notice under this Section 6.3 shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein, and stating what action the Company or any affected
Subsidiary proposes to take with respect thereto and at what time. Each notice
under Section 6.3(a) shall describe with particularity any and all clauses or
provisions of this Agreement or other Credit Document that have been breached or
violated.

     6.4 Preservation of Corporate Existence, etc. The Company shall, and shall
cause each Subsidiary to:

     (a) preserve and maintain in full force and effect its existence and good
standing under the laws of its state or jurisdiction of incorporation,
organization or formation;

     (b) preserve and maintain in full force and effect all governmental rights,
privileges, qualifications, permits, licenses and franchises necessary in the
normal conduct of its business except in connection with transactions permitted
by Section 7.3 and sales of assets permitted by Section 7.2; and

     (c) preserve or renew all of its registered patents, trademarks, trade
names and service marks, the non-preservation of which would reasonably be
expected to have a Material Adverse Effect.

     6.5 Maintenance of Property. The Company shall maintain, and shall cause
each Subsidiary to maintain, and preserve all its property which is used or
useful in its business in good working order and condition, ordinary wear and
tear and damage by casualty excepted and make all necessary repairs thereto and
renewals and replacements



                                      -54-


<PAGE>   62



thereof except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

     6.6 Insurance. The Company shall maintain, and shall cause each of its
Subsidiaries to maintain, with financially sound and reputable independent
insurers, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons, including workers'
compensation insurance, public liability and property and casualty insurance,
which amount shall not be reduced by the Company in the absence of thirty days'
prior notice to the Agent. Upon request of the Agent or any Lender, the Company
shall furnish the Agent, with sufficient copies for each Lender, at reasonable
intervals (but not more than once per calendar year) a certificate of a
Responsible Officer of the Company (and, if requested by the Agent, any
insurance broker of the Company) setting forth the nature and extent of all
insurance maintained by the Company and its Subsidiaries in accordance with this
Section (and which, in the case of a certificate of a broker, was placed through
such broker).

     6.7 Payment of Obligations. The Company shall, and shall cause each
Subsidiary to, pay and discharge as the same shall become due and payable, all
their respective obligations and liabilities, including:

     (a) all (x) federal and other material tax liabilities, assessments and
governmental charges or levies upon it or its properties or assets, and (y) all
lawful claims which, if unpaid, would by law become a Lien upon its property,
unless the same are being contested in good faith by appropriate proceedings and
adequate reserves in accordance with GAAP are being maintained by the Company or
such Subsidiary; and

     (b) all indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

     6.8 Compliance with Laws. The Company shall comply, and shall cause each
Subsidiary to comply, in all material respects with all Requirements of Law of
any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except (a) such as may be
contested in good faith or as to which a bona fide dispute may exist or (b)
where such noncompliance would not reasonably be expected to have a Material
Adverse Effect.

     6.9 Compliance with ERISA. The Company shall, and shall cause each of its
ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under section 401(a) of the
Code to maintain such



                                      -55-





<PAGE>   63

qualification; and (c) make all required contributions to any Plan subject to
section 412 of the Code.

     6.10 Inspection of Property and Books and Records. The Company shall
maintain and shall cause each Subsidiary to maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Company and such Subsidiary. The
Company shall permit, and shall cause each Subsidiary to permit, representatives
and independent contractors of the Agent or any Lender to visit and inspect any
of their respective properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants, at such reasonable
times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Company; provided when an Event of Default
exists the Agent or any Lender may do any of the foregoing at the expense of the
Company at any time during normal business hours and without advance notice.

     6.11 Environmental Laws.

     (a)  The Company shall, and shall cause each Subsidiary to, conduct its
operations and keep and maintain its property in compliance with all
Environmental Laws except for such noncompliance that would not (if enforced in
accordance with applicable law) reasonably be expected to have a Material
Adverse Effect.

     (b)  Upon the written request of the Agent or any Lender, the Company shall
submit, and cause each of its Subsidiaries to submit, to the Agent with
sufficient copies for each Lender, at the Company's sole cost and expense, at
reasonable intervals, a report providing an update of the status of any
environmental, health or safety compliance, hazard or liability issue identified
in any notice or report required pursuant to Section 6.3(c), that would
reasonably be expected to have a Material Adverse Effect.

     6.12 Use of Proceeds. The Company shall use the proceeds of the Loans, for
working capital, Capital Expenditures, and other general corporate purposes, not
in contravention of any Requirement of Law or of any Credit Document.

     6.13 Further Assurances.

     (a) The Company shall ensure that all written information, exhibits and
reports furnished to the Agent or the Lenders do not contain any untrue
statement of a material fact and do not omit to state any material fact or any
fact necessary to make the statements contained therein not misleading in light
of the circumstances in which made, and will promptly disclose to the Agent and
the Lenders and correct any defect or error


                                      -56-



<PAGE>   64



that may be discovered therein or in any Credit Document or in the execution,
acknowledgement or recordation thereof.

     (b)  Promptly upon request by the Agent or the Required Lenders or the
Required Term Lenders, the Company shall (and shall cause any of its
Subsidiaries to) do, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register, any and all such further acts, deeds,
conveyances, security agreements, mortgages, assignments, estoppel certificates,
financing statements and continuations thereof, termination statements, notices
of assignment, transfers, certificates, assurances and other instruments the
Agent or such Lenders, as the case may be, may reasonably require from time to
time in order (i) to carry out more effectively the purposes of this Agreement
or any other Credit Document, and (ii) to better assure, convey, grant, assign,
transfer, preserve, protect and confirm to the Agent and Lenders the rights
granted or now or hereafter intended to be granted to the Lenders under any
Credit Document or under any other document executed in connection therewith.

     (c)  The Company shall (i) cause each Domestic Subsidiary and each Foreign
Subsidiary that is a Material Subsidiary but is not a Foreign 956 Subsidiary
which is acquired or formed after the Restatement Date to enter into the
Guaranty and (ii) cause the record owner of any Foreign 956 Subsidiary to enter
into a Pledge Agreement and to pledge 65% of the outstanding shares of stock of
such Foreign 956 Subsidiary to the Agent.

     6.14 Year 2000. The Company will take, and will cause each of
its Subsidiaries to take, all such actions as are reasonably necessary to
successfully implement a program to assure that the Year 2000 Problem will not
have a Material Adverse Effect. At the request of the Agent, the Company will
provide a description of such program, together with any updates or progress
reports with respect thereto.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

          So long as any Lender shall have any Revolving Commitment hereunder,
or any Loan or other Obligation (other than Obligations with respect to
indemnification hereunder not due and payable) shall remain outstanding, unpaid
or unsatisfied, unless the Required Lenders and the Required Term Lenders waive
compliance in writing:

     7.1  Limitation on Liens; Negative Pledge. The Company shall not, and shall
not suffer or permit any Subsidiary to, directly or indirectly, make, create,
incur, assume or suffer to exist any Lien upon or with respect to any part of
its property, whether now owned or hereafter acquired, other than the following
(collectively, the "Permitted Liens"):



                                      -57-



<PAGE>   65


     (a) any Lien existing on property of the Company or any Subsidiary on the
Original Closing Date and set forth in Schedule 7.1 securing Indebtedness
outstanding on such date;

     (b) any Lien created under any Credit Document;

     (c) Liens for taxes, fees, assessments or other governmental charges which
are not delinquent or remain payable without penalty, or to the extent that
non-payment thereof is permitted by Section 6.7, provided that no notice of lien
has been filed or recorded under the Code;

     (d) carriers', warehousemen's, mechanics', landlords', materialmen's,
repairmen's or other similar Liens arising in the ordinary course of business
which are not delinquent or remain payable without penalty or which are being
contested in good faith and by appropriate proceedings, which proceedings have
the effect of preventing the forfeiture or sale of the property subject thereto;

     (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or
deposits required in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other social security legislation;

     (f) Liens on the property of the Company or any of its Subsidiaries
securing (i) the non-delinquent performance of bids, trade contracts (other than
for borrowed money), leases, licenses and statutory obligations, (ii) contingent
obligations on surety and appeal bonds, and (iii) other non-delinquent
obligations of a like nature; in each case, incurred in the ordinary course of
business, provided all such Liens in the aggregate would not (even if enforced)
cause a Material Adverse Effect;

     (g) Liens consisting of judgment or judicial attachment liens, provided
that the enforcement of such Liens is effectively stayed and all such Liens in
the aggregate at any time outstanding for the Company and its Subsidiaries do
not exceed $10,000,000 (or its equivalent in other currencies);

     (h) easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the
current use of the property subject thereto or interfere with the ordinary
conduct of the businesses of the Company and its Subsidiaries;

     (i) Liens on assets of Persons which become Subsidiaries after the Original
Closing Date, provided that such Liens existed at the time the respective
Persons became Subsidiaries and were not created in anticipation thereof;


                                      -58-



<PAGE>   66



     (j) purchase money security interests on any property acquired or held by
the Company or its Subsidiaries in the ordinary course of business, securing
Indebtedness incurred or assumed for the purpose of financing all or any part of
the cost of acquiring such property, provided that (i) any such Lien attaches to
such property concurrently with or within 20 days after the acquisition thereof,
(ii) such Lien attaches solely to the property so acquired in such transaction,
(iii) the principal amount of the debt secured thereby does not exceed 100% of
the cost of such property, and (iv) the principal amount of the Indebtedness
secured by any and all such purchase money security interests shall not at any
time exceed, together with Indebtedness permitted under Section 7.5(d),
$50,000,000 (or its equivalent in other currencies);

     (k) Liens securing obligations in respect of capital leases on assets
subject to such leases, provided that such capital leases are otherwise
permitted hereunder;

     (l) Liens arising solely by virtue of any statutory or common law provision
relating to banker's liens, rights of set-off or similar rights and remedies as
to deposit accounts or other funds maintained with a creditor depository
institution, provided that (i) such deposit account is not a dedicated cash
collateral account and is not subject to restrictions against access by the
Company in excess of those set forth by regulations promulgated by the FRB, and
(ii) such deposit account is not intended by the Company or any Subsidiary to
provide collateral to the depository institution;

     (m) Liens arising in connection with any Permitted Receivables Purchase
Facility;

     (n) Liens securing Indebtedness permitted by Section 7.5(g);

     (o) Liens of any landlord with respect to leased real property of the
Company or any of its Subsidiaries arising in the ordinary course of business
for sums not overdue or being contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set
aside on the books of the Company or such Subsidiary, as the case may be; and

     (p) Liens of the Company not included in clauses (a) through (o) above,
provided that the aggregate principal amount of the Indebtedness secured by
Liens permitted under this clause (p) shall not at any time exceed $25,000,000
(or its equivalent in other currencies).

     7.2 Disposition of Assets. The Company shall not, and shall not suffer or
permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey,
transfer or otherwise dispose of (whether in one or a series of transactions)
any property (including accounts and notes receivable, with or without recourse)
or enter into any agreement to do any of the foregoing, except:


                                      -59-



<PAGE>   67


     (a) dispositions of inventory, or used, obsolete, uneconomic, worn-out or
surplus equipment or intellectual property, all in the ordinary course of
business;

     (b) the sale of equipment to the extent that such equipment is exchanged
for credit against the purchase price of similar replacement equipment, or the
proceeds of such sale are reasonably promptly applied to the purchase price of
such replacement equipment;

     (c) dispositions of Permitted Receivables pursuant to Permitted Receivables
Purchase Facilities;

     (d) sales, transfers and leases between the Company and any of its
Subsidiaries or between any of its Subsidiaries and another of its Subsidiaries
for book value;

     (e) licenses or leases of property in the ordinary course of business;

     (f) Investments permitted pursuant to Section 7.4;

     (g) discounts of accounts receivable by the Company or any of its
Subsidiaries in the ordinary course of collection;

     (h) the transactions set forth on Schedule 7.2; and

     (i) dispositions not otherwise permitted hereunder which are made for fair
market value; provided that (i) at the time of any disposition, no Event of
Default shall exist or shall result from such disposition, (ii) the aggregate
sales price from such disposition shall be paid in cash, and (iii) the aggregate
value of all assets so sold by the Company and its Subsidiaries, together, in
any fiscal year shall not exceed 10% of the Consolidated Tangible Assets for
such fiscal year measured as of the date of the last such sale at any time in
such fiscal year based on the last financial statements delivered by the Company
pursuant to Section 6.1.

     7.3 Consolidations and Mergers. The Company shall not, and shall not suffer
or permit any Subsidiary to, merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except:

     (a) any Subsidiary may merge with the Company, provided that the Company
shall be the continuing or surviving corporation, or with any one or more
Subsidiaries, and provided, further, that if any transaction shall be between a
Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be
the continuing or surviving corporation;



                                      -60-


<PAGE>   68


     (b) any Subsidiary may sell all or substantially all of its assets (upon
voluntary liquidation, dissolution or otherwise), to the Company or another
Wholly-Owned Subsidiary;

     (c) the Company and its Subsidiaries may make Permitted Acquisitions; and

     (d) transactions permitted under Section 7.2.

     7.4 Loans and Investments. The Company shall not, or suffer or permit any
Subsidiary to, make, or make any commitment to make, any Investment in any
Person, including any Affiliate of the Company, except for:

     (a) Temporary Cash Investments held by the Company or any Subsidiary;

     (b) extensions of credit in the nature of accounts receivable or notes
receivable arising from the sale or lease of goods or services in the ordinary
course of business;

     (c) extensions of credit, capital contributions and loan forgiveness by the
Company to any of its Wholly-Owned Subsidiaries (or, in the case of capital
contributions, to Persons such that after giving effect to such capital
contributions, such Persons are Wholly-Owned Subsidiaries) or by any of its
Wholly-Owned Subsidiaries to another of its Wholly-Owned Subsidiaries (or, in
the case of capital contributions, to Persons such that after giving effect to
such capital contributions, such Persons are Wholly-Owned Subsidiaries),
provided that the aggregate amount of such extensions of credit, capital
contributions and loans forgiven by the Company and Domestic Subsidiaries to
Foreign Subsidiaries shall not exceed $75,000,000 (or its equivalent in other
currencies);

     (d) Investments incurred in order to consummate Permitted Acquisitions;

     (e) Investments in Permitted Joint Ventures;

     (f) Investments constituting Permitted Swap Obligations or payments or
advances under Swap Contracts relating to Permitted Swap Obligations;

     (g) repurchases of capital stock of the Parent owned by employees or
directors of the Company or of any of its Subsidiaries at book or fair market
value;

     (h) Capital Expenditures;

     (i) Foreign Cash Investments held by any Foreign Subsidiary;

     (j) securities of customers or suppliers acquired by the Company or any of
its Subsidiaries pursuant to the bankruptcy or reorganization of such customers
or suppliers;



                                      -61-



<PAGE>   69

     (k) loans to employees, officers or directors of the Company or of any of
its Subsidiaries for the purpose of purchasing capital stock of the Parent;

     (l) deposits to secure the performance of leases or to obtain goods and
services;

     (m) any Investments made as of the Original Closing Date and set forth on
Schedule 7.4; and

     (n) in addition to the Investments permitted by clauses (a) through (m),
Investments not to exceed 10% of Net Worth (or its equivalent in other
currencies) in the aggregate at any time.

     7.5 Limitation on Indebtedness. The Company shall not, and shall not suffer
or permit any Subsidiary to, create, incur, assume, suffer to exist, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

     (a) Indebtedness incurred pursuant to this Agreement;

     (b) Indebtedness consisting of Contingent Obligations permitted pursuant to
Section 7.8;

     (c) Indebtedness existing on the Original Closing Date and set forth in
Schedule 7.5(c);

     (d) Indebtedness incurred in connection with leases permitted pursuant to
Section 7.10;

     (e) Assumed Indebtedness incurred in Permitted Acquisitions;

     (f) Permitted Additional Indebtedness;

     (g) Indebtedness incurred by a Subsidiary as follows:

         (i)   the Existing IRBs;

         (ii)  Indebtedness of the Italian Borrower (including Alternate
     Currency Loans) not to exceed in the aggregate $85,000,000 (or its
     equivalent in other currencies); or

         (iii) in addition to the Indebtedness permitted pursuant to clauses
     (i) and (ii), Indebtedness incurred by all Subsidiaries together not to
     exceed 10% of Net Worth (or its equivalent in other currencies) at any
     time, provided that such Indebtedness, after giving effect to the creation,
     assumption or incurrence of


                                      -62-



<PAGE>   70




     which, would not constitute a Default or Event of Default, and provided,
     further, that the aggregate outstanding Indebtedness incurred by the
     Domestic Subsidiaries together at any time shall not exceed 5% of Net Worth
     at any time.

     (h) notes, securities and instruments issued by the Company or one of its
Subsidiaries in connection with a Permitted Acquisition;

     (i) Investments (to the extent that such Investments constitute
Indebtedness) permitted by Section 7.4(c); and

     (j) Refinancing Indebtedness that refinances Indebtedness described in
clauses (c) through (i) above.

     7.6 Transactions with Affiliates. The Company shall not, and shall not
suffer or permit any Subsidiary to, enter into any transaction with any
Affiliate of the Company, except upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would obtain in a comparable
arm's-length transaction with a Person not an Affiliate of the Company or such
Subsidiary; provided that (a) the Company may pay reasonable management and
consulting fees and out-of-pocket expenses relating thereto to Hidden Creek
Industries, and (b) the Company and its Subsidiaries may enter into transactions
relating to any Permitted Receivables Purchase Facility.

     7.7 Use of Proceeds.

     (a) The Company shall not, and shall not suffer or permit any Subsidiary
to, use any portion of the Loan proceeds or any Letter of Credit directly or
indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise
refinance indebtedness of the Company or others incurred to purchase or carry
Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying
any Margin Stock, (iv) to acquire any security in any transaction that is
subject to Section 13 or 14 of the Exchange Act or (v) to enter into or
consummate any Acquisition (other than Permitted Acquisitions).

     (b) The Company shall not, directly or indirectly, use any portion of the
Loan proceeds or any Letter of Credit (i) knowingly to purchase Ineligible
Securities from the Lead Arranger and Book Manager during any period in which
the Lead Arranger and Book Manager makes a market in such Ineligible Securities,
(ii) knowingly to purchase during the underwriting or placement period
Ineligible Securities being underwritten or privately placed by the Lead
Arranger and Book Manager, or (iii) to make payments of principal or interest on
Ineligible Securities underwritten or privately placed by the Lead Arranger and
Book Manager and issued by or for the benefit of the Company or any Affiliate of
the Company. The Lead Arranger and Book Manager is a registered broker-dealer
and permitted to underwrite and deal in certain Ineligible Securities; and
"Ineligible Securities" means securities which may not be underwritten or dealt
in by



                                      -63-


<PAGE>   71



member banks of the Federal Reserve System under Section 16 of the Banking
Act of 1933 (12 U.S.C. ss. 24, Seventh).


     (c) The Company shall not use the proceeds of any Revolving Loan to make
any voluntary prepayment of any Term Loan.

     7.8 Contingent Obligations. The Company shall not, and shall not suffer or
permit any Subsidiary to, create, incur, assume or suffer to exist any
Contingent Obligations except:

     (a) endorsements for collection or deposit in the ordinary course of
business;

     (b) Permitted Swap Obligations;

     (c) Contingent Obligations of the Company and its Subsidiaries existing as
of the Original Closing Date and listed in Schedule 7.8;

     (d) Letters of Credit;

     (e) Contingent Obligations with respect to Surety Instruments (other than
Letters of Credit) incurred in the ordinary course of business and not exceeding
at any time $50,000,000 (or its equivalent in other currencies) in the aggregate
in respect of the Company and its Subsidiaries;

     (f) ordinary course indemnity provisions in any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument, document or
agreement to which the Company or any of its Subsidiaries is a party;

     (g) Guaranty Obligations (i) of the Company with respect to the obligations
of any of its Subsidiaries, (ii) of any of its Subsidiaries with respect to the
obligations of another of its Subsidiaries or (iii) of Domestic Subsidiaries or
Foreign Subsidiaries that are Material Subsidiaries but not Foreign 956
Subsidiaries with respect to the obligations of the Company; and

     (h) Guaranty Obligations of (i) the Company, (ii) Domestic Subsidiaries or
(iii) foreign Subsidiaries that are Material Subsidiaries but not Foreign 956
Subsidiaries, in each case with respect to obligations of the Parent under any
Approved Parent Debt and, in the case of subordinated Approved Parent Debt,
where such Guaranty Obligations are similarly subordinated to the reasonable
satisfaction of the Agent, and only where such Person has executed and delivered
a Guaranty to the Agent.

     7.9 Joint Ventures. The Company shall not, and shall not suffer or permit
any Subsidiary to, enter into any Joint Venture, other than Permitted Joint
Ventures in the ordinary course of business.



                                      -64-



<PAGE>   72


     7.10 Lease Obligations. The Company shall not, and shall not suffer or
permit any Subsidiary to, create or suffer to exist any obligations for the
payment of rent for any property under lease or agreement to lease, except for:

     (a)  leases of the Company and of Subsidiaries in existence on the
Original Closing Date and any renewal, extension or refinancing thereof;

     (b)  operating leases entered into by the Company or any Subsidiary after
the Closing Date in the ordinary course of business;

     (c)  leases entered into by the Company or any Subsidiary after the
Original Closing Date pursuant to sale-leaseback transactions otherwise
permitted under Section 7.2;

     (d)  capital leases other than those permitted under clauses (a) and
(c) of this Section 7.10, entered into by the Company or any Subsidiary after
the Original Closing Date in the ordinary course of business; and

     (e)  leases assumed by the Company or one of its Subsidiaries in
connection with a Permitted Acquisition.

     7.11 Restricted Payments. The Company shall not, and shall not suffer or
permit any Subsidiary to, declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on
account of any shares of any class of its capital stock, or purchase, redeem or
otherwise acquire or retire for value any Subordinated Indebtedness or any
shares of its capital stock or any warrants, rights or options to acquire such
shares, now or hereafter outstanding; except that (i) any Wholly-Owned
Subsidiary may declare and make dividend payments or other distributions to the
Company or to another Wholly-Owned Subsidiary; and (ii) the Company and any
Wholly-Owned Subsidiary may:

     (a)  declare and make dividend payments or other distributions payable
solely in its common stock;

     (b)  purchase, redeem or otherwise acquire shares of its common stock or
warrants or options to acquire any such shares with the proceeds received from
the substantially concurrent issue of new shares of its common stock;

     (c)  (i) purchase shares of the capital stock of the Parent, and (ii)
declare or pay cash dividends to the Parent in an aggregate amount equal to 50%
of net income of the Company and its Subsidiaries arising after December 31,
1996 and computed on a cumulative consolidated basis, provided that immediately
after giving effect to any such proposed action, no Default or Event of Default
would exist;


                                      -65-




<PAGE>   73


     (d)  purchase, redeem or otherwise acquire or retire for value any
Subordinated Indebtedness, provided that immediately after giving effect to such
proposed action, no Default or Event of Default would exist;

     (e)  declare and pay dividends to the Parent to be used to pay taxes and
other expenses of the Parent, the Company and its Subsidiaries on a consolidated
basis; and

     (f)  may declare and pay Debt Service Dividends.

     7.12 ERISA. The Company shall not, and shall not suffer or permit any of
its ERISA Affiliates to: (a) engage in a prohibited transaction or violation of
the fiduciary responsibility rules with respect to any Plan which has resulted
or could reasonably expected to result in liability of the Company in an
aggregate amount in excess 10% of Tangible Net Worth; or (b) engage in a
transaction that could be subject to section 4069 or 4212(c) of ERISA.

     7.13 Change in Business. The Company shall not, and shall not suffer or
permit any Subsidiary to, engage in any material line of business substantially
different from those lines of business carried on by the Company and its
Subsidiaries on the date hereof and businesses related thereto.

     7.14 Accounting Changes. The Company shall not, and shall not suffer or
permit any Subsidiary to, make any significant change in accounting treatment or
reporting practices, except as required by GAAP, or change the fiscal year of
the Company or of any Subsidiary.

     7.15 Financial Condition. The Company shall not permit:

     (a)  the Interest Coverage Ratio on the last day of any fiscal quarter for
the Reference Period then ended to be less than the applicable ratio set forth
against the applicable period below:

                Period
                ------
          From                       To                         Minimum Ratio
          ----                       --                         -------------
          Original Closing Date      December 30, 1999          2.50 to 1.00
          December 31, 1999          December 30, 2000          2.75 to 1.00
          December 31, 2000          thereafter                 3.00 to 1.00

(b) the Debt/Capital Ratio as of the last day of the Reference Period then ended
to be more than the applicable percentage set forth against the applicable
period below:




                                      -66-


<PAGE>   74



                Period
                ------
          From                       To                         Minimum Amount
          ----                       --                         -------------

          Original Closing Date      December 30, 1998                65%
          December 31, 1998          December 30, 1999                60%
          December 31, 1999          December 30, 2000                55%
          December 31, 2000          thereafter                       50%

     (c)  the Leverage Ratio on the last day of any fiscal quarter for the
Reference Period then ended to be more than the applicable ratio set forth
against the applicable period below:

                Period
                ------
          From                       To                         Minimum Ratio
          ----                       --                         -------------

          Original Closing Date      December 30, 1999          4.50 to 1.00
          December 31, 1999          December 30, 2000          4.25 to 1.00
          December 31, 2000          thereafter                 4.00 to 1.00

     the Senior Leverage Ratio on the last day of any fiscal quarter for the
Reference Period then ended to be more than the applicable ratio set forth
against the applicable period below:

                Period
                ------
          From                       To                         Minimum Ratio
          ----                       --                         -------------

          Original Closing Date      December 30, 1999          3.50 to 1.00
          December 31, 1999          December 30, 2000          3.25 to 1.00
          December 31, 2000          thereafter                 3.00 to 1.00

     7.16 Limitations on Negative Pledges. From and after the Original Closing
Date, the Company will not, nor will it permit any of its Subsidiaries to, enter
into any agreement containing any provision that would be violated or breached
by any of the following: (i) a pledge of the outstanding stock of any of the
Domestic Subsidiaries to secure the Obligations, (ii) a guaranty by any of such
Domestic Subsidiaries of the Obligations, or (iii) the granting of a security
interest in or Lien on any of the real or personal property of the Company or
any of its Domestic Subsidiaries to secure the Obligations, except in any case
to the extent that any provision in Assumed Indebtedness incurred in Permitted
Acquisitions after the Original Closing Date prohibits or limits the ability of
(x) a Subsidiary so acquired make such a guaranty or to grant any such security
interest or mortgage, (y) of any stockholder of a Subsidiary so acquired to make
such a pledge of stock, or (z) a Subsidiary to grant any such security interest
or Lien with respect



                                      -67-


<PAGE>   75


to assets so acquired; provided that such prohibitions or limitations were not
created or entered into in anticipation or contemplation of or in connection
with the acquisition of such Subsidiary.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

     8.1 Event of Default. Any of the following shall constitute an "Event of
Default":

     (a) Non-Payment. The Company or any of its Subsidiaries fails to make, (i)
when and as required to be made herein, payments of any amount of principal of
any Loan, (ii) when and as required to be paid under any Specified Swap
Contract, any payment or transfer under such Specified Swap Contract, (iii) when
and as required to be made herein, reimbursements to any LC Issuer of amounts
drawn under any Letter of Credit, or (iv) within three days after the same
becomes due, payment of any interest, fee or any other amount payable hereunder
or under any other Credit Document (other than a Specified Swap Contract); or

     (b) Representation or Warranty. Any representation or warranty by the
Company or any Subsidiary made or deemed made herein, in any other Credit
Document (other than a Specified Swap Contract), or which is contained in any
certificate, document or financial or other statement by the Company, any
Subsidiary, or any Responsible Officer, furnished at any time under this
Agreement, or in or under any other Credit Document (other than a Specified Swap
Contract), is incorrect in any material respect on or as of the date made or
deemed made; or

     (c) Specific Defaults. The Company fails to perform or observe any term,
covenant or agreement contained in any of Section 6.1, 6.2, 6.3 or 6.9 or in
Article VII; or

     (d) Other Defaults. The Company (or the Parent or any of its Subsidiaries
party thereto) fails to perform or observe any other term or covenant contained
in this Agreement or any other Credit Document (other than a Specified Swap
Contract), and such default shall continue unremedied for a period of 30 days
after the earlier of (i) the date upon which a Responsible Officer knew or
reasonably should have known of such failure or (ii) the date upon which written
notice thereof is given to the Company by the Agent or any Lender; or


     (e) Cross-Default. (i) The Parent, the Company or any Subsidiary (A) fails
to make any payment in respect of any Indebtedness or Contingent Obligation
having an aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $10,000,000 (or its equivalent
in other currencies), when due

                                      -68-


<PAGE>   76


(whether by scheduled maturity, required prepayment or offer to purchase,
acceleration, demand, or otherwise) and such failure continues after the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure; or (B) fails to perform or observe any other condition
or covenant, or any other event shall occur or condition exist, under any
agreement or instrument relating to any such Indebtedness or Contingent
Obligation, and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure
if the effect of such failure, event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, such Indebtedness to be declared to be
due and payable prior to its stated maturity, or such Contingent Obligation to
become payable or cash collateral in respect thereof to be demanded or to
require the Company to prepay or offer to purchase such Indebtedness; or (ii)
there occurs any termination, liquidation, unwind or similar event or
circumstance under any Permitted Receivables Purchase Facility, which permits
any purchaser of receivables thereunder to cease purchasing such receivables or
to apply all collections on previously purchased receivables thereunder to the
repayment of such purchaser's interest in such previously purchased receivables
other than any such event or circumstance that arises solely as a result of a
down-grading of the credit rating of any bank or financial institution not
affiliated with the Company that provides liquidity, credit or other support in
connection with such facility.

     (f) Insolvency; Voluntary Proceedings. The Parent or the Company or any
Material Subsidiary (i) ceases or fails to be solvent, or generally fails to
pay, or admits in writing its inability to pay, its debts as they become due,
subject to applicable grace periods, if any, whether at stated maturity or
otherwise; (ii) voluntarily ceases to conduct its business in the ordinary
course; (iii) commences any Insolvency Proceeding with respect to itself; or
(iv) takes any action to effectuate or authorize any of the foregoing; or

     (g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is
commenced or filed against the Parent or the Company or any Material Subsidiary,
or any writ, judgment, warrant of attachment, execution or similar process, is
issued or levied against a substantial part of the Parent's, the Company's or
any Material Subsidiary's properties, and any such proceeding or petition shall
not be dismissed, or such writ, judgment, warrant of attachment, execution or
similar process shall not be released, vacated or fully bonded within sixty days
after commencement, filing or levy; (ii) the Parent or the Company or any
Material Subsidiary admits the material allegations of a petition against it in
any Insolvency Proceeding, or an order for relief (or similar order under
non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) the Parent or
the Company or any Material Subsidiary acquiesces in the appointment of a
receiver, trustee, custodian, conservator, liquidator, mortgagee in possession
(or agent therefor), or other similar Person for itself or a substantial portion
of its property or business; or



                                      -69-




<PAGE>   77


     (h) ERISA. (i) An ERISA Event shall occur with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of 10% of
Tangible Net Worth; or (ii) the aggregate amount of Unfunded Pension Liability
among all Pension Plans at any time exceeds 10% of Tangible Net Worth; or (iii)
the Company or any ERISA Affiliate shall fail to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of 10% of Tangible Net Worth; or

     (i) Monetary Judgments. One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against the
Company or any Subsidiary involving in the aggregate a liability (to the extent
not covered by independent third-party insurance as to which the insurer does
not dispute coverage) as to any single or related series of transactions,
incidents or conditions, of $10,000,000 (or its equivalent in other currencies)
or more, and the same shall remain unvacated and unstayed pending appeal for a
period of ten days after the entry thereof; or

     (j) Non-Monetary Judgments. Any non-monetary judgment, order or decree is
entered against the Company or any Subsidiary which does or would reasonably be
expected to have a Material Adverse Effect, and there shall be any period of
twenty consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

     (k) Change of Control. There occurs a Change of Control; or

     (l) Guarantor or Pledgor Defaults. Any Guarantor or Pledgor fails in any
material respect to perform or observe any material term, covenant or agreement
in the Guaranty or any Pledge Agreement; or the Guaranty or any Pledge Agreement
is for any reason partially (including with respect to future advances) or
wholly revoked or invalidated, or otherwise ceases to be in full force and
effect, or any Guarantor or Pledgor or any other Person contests in any manner
the validity or enforceability thereof or denies that it has any further
liability or obligation thereunder; or any event described in Section 8.1(f) or
(g) occurs with respect to any Guarantor or Pledgor.

     8.2 Remedies. If any Event of Default occurs, the Agent shall, at the
request of, or may, with the consent of, the Required Lenders or, in case of (c)
and (d) below, either the Required Term Lenders or the Required Lenders:

     (a) declare the commitment of each Lending Party to make Loans to be
terminated, whereupon such commitments shall be terminated;


                                      -70-



<PAGE>   78

     (b) declare the commitment of each LC Issuer to Issue Letters of Credit to
be terminated;

     (c) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Credit Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by each Credit Party; and

     (d) exercise on behalf of itself and the Lending Parties all rights and
remedies available to it and the Lending Parties under the Credit Documents or
applicable law;

provided that upon the occurrence of any event specified in clause (f) or (g) of
Section 8.1 (in the case of subclause (i) of clause (g) upon the expiration of
the sixty-day period mentioned therein), the obligation of each Lending Party to
make Loans or Issue Letters of Credit shall automatically terminate and the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable without further
act of the Agent or any Lending Party.

     8.3 Specified Swap Contract Remedies. Notwithstanding any other provision
of this Article VIII, each Swap Provider shall have the right, with prior notice
to the Agent, but without the approval or consent of the Agent or the other
Lenders, with respect to any Specified Swap Contract of such Swap Provider, (a)
to declare an event of default, termination event or other similar event
thereunder and to create an Early Termination Date (as specified in such
Specified Swap Contract), (b) to determine net termination amounts in accordance
with the terms of such Specified Swap Contracts and to set off amounts between
Specified Swap Contracts, and (c) to prosecute any legal action against the
Company or its Subsidiary to enforce net amounts owing to such Swap Provider.

     8.4 Rights Not Exclusive. The rights provided for in this Agreement and the
other Credit Documents are cumulative and are not exclusive of any other rights,
powers, privileges or remedies provided by law or in equity, or under any other
instrument, document or agreement now existing or hereafter arising.

                                   ARTICLE IX
                                    THE AGENT

     9.1 Appointment and Authorization; "Agent". Each Lending Party hereby
irrevocably (subject to Section 9.9) appoints, designates and authorizes the
Agent to take such action on its behalf under the provisions of this Agreement
and each other Credit Document and to exercise such powers and perform such
duties as are expressly delegated to it by the terms of this Agreement or any
other Credit Document, together



                                      -71-


<PAGE>   79

with such powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any other
Credit Document, the Agent shall not have any duties or responsibilities, except
those expressly set forth herein, nor shall the Agent have or be deemed to have
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Credit Document or otherwise exist against the Agent.
Without limiting the generality of the foregoing sentence, the use of the term
"agent" in this Agreement with reference to the Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

     9.2 Delegation of Duties. The Agent may execute any of its duties under
this Agreement or any other Credit Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

     9.3 Liability of Agent. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Credit Document or the transactions
contemplated hereby (except for its own bad faith, gross negligence or willful
misconduct), or (ii) be responsible in any manner to any Lending Party for any
recital, statement, representation or warranty made by the Company or any
Subsidiary or Affiliate of the Company, or any officer thereof, contained in
this Agreement or in any other Credit Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agent under or in connection with, this Agreement or any other Credit Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Credit Document, or for any failure of the Company
or any other party to any Credit Document to perform its obligations hereunder
or thereunder. No Agent-Related Person shall be under any obligation to any
Lending Party to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement, except
delivery of the items required to be delivered to the Agent pursuant to Section
4.1, or any other Credit Document, or to inspect the properties, books or
records of the Company or any of the Company's Subsidiaries or Affiliates.

     9.4 Reliance by Agent.

     (a) The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, statement or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including


                                      -72-


<PAGE>   80



counsel to the Company), independent accountants and other experts selected by
the Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Credit Document unless it shall first
receive such advice or concurrence of the Required Lenders and the Required Term
Lenders (or to the extent required by this Agreement, all of the Lenders) as it
deems appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Credit Document in accordance with a
request or consent of the Required Lenders and/or the Required Term Lenders, as
the case may be (or to the extent required by this Agreement, all of the
Lenders) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all of the Lenders.

     (b) For purposes of determining compliance with the conditions specified in
Section 4.1, each Lender that has executed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter either sent by the Agent to such Lender for consent, approval,
acceptance or satisfaction, or required thereunder to be consented to or
approved by or acceptable or satisfactory to the Lender.

     9.5 Notice of Default. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect
to defaults in the payment of principal, interest and fees required to be paid
to the Agent for the account of the Lending Parties, unless the Agent shall have
received written notice from a Lending Party or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default." The Agent will notify the Lending Parties of
its receipt of any such notice. The Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Required Lenders or
the Required Term Lenders in accordance with Article VIII; provided that unless
and until the Agent has received any such request, the Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable or in the
best interest of the Lending Parties.

      9.6 Credit Decision. Each Lending Party acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Company and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Lending Party. Each Lending Party
represents to the Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Company and its Subsidiaries, and all applicable


                                      -73-


<PAGE>   81



bank regulatory laws relating to the transactions contemplated hereby, and made
its own decision to enter into this Agreement and to extend credit to the
Company and its Subsidiaries hereunder. Each Lending Party also represents that
it will, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Credit Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Lending Parties by the Agent,
the Agent shall not have any duty or responsibility to provide any Lending Party
with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of the
Company which may come into the possession of any of the Agent-Related Persons.

     9.7 Indemnification of Agent. Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Company and without limiting the obligation of the Company to do so), according
to their respective ratable share, from and against any and all Indemnified
Liabilities; provided that no Lender shall be liable for the payment to the
Agent-Related Persons of any portion of such Indemnified Liabilities to the
extent resulting from such Persons' bad faith, gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender shall reimburse the
Agent upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by the Agent in connection with the
preparation, execution, delivery, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any other
Credit Document, or any document contemplated by or referred to herein, to the
extent that the Agent is not reimbursed for such expenses by or on behalf of the
Company. The undertaking in this Section shall survive the payment of all
Obligations hereunder and the resignation or replacement of the Agent.

     9.8 Agent in Individual Capacity. BofA and its Affiliates may make loans
to, issue letters of credit for the account of, accept deposits from, acquire
equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Company and its
Subsidiaries and Affiliates as though BofA were not the Agent hereunder and
without notice to or consent of the Lending Parties. The Lending Parties
acknowledge that, pursuant to such activities, BofA or its Affiliates may
receive information regarding the Company or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Company or such Subsidiary) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its Loans, BofA
shall have the same rights and powers under



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this Agreement as any other Lender and may exercise the same as though it were
not the Agent, and the terms "Lender" and "Lenders" include BofA in its
individual capacity.

     9.9  Successor Agent. The Agent may resign as Agent upon thirty days'
notice to the Lending Parties. If the Agent resigns under this Agreement, the
Required Lenders and the Required Term Lenders shall appoint from among the
Lenders a successor agent for the Lenders which successor agent shall be
reasonably acceptable to the Company. If no successor agent is appointed prior
to the effective date of the resignation of the Agent, the Agent may appoint,
after consulting with the Lenders and the Company, a successor agent from among
the Lenders. Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Agent and the term "Agent" shall mean such successor
agent and the retiring Agent's appointment, powers and duties as Agent shall be
terminated. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article IX and Sections 10.4 and 10.5 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement. If no successor agent has accepted appointment as Agent by
the date which is 30 days following a retiring Agent's notice of resignation,
the retiring Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Agent hereunder until
such time, if any, as the Required Lenders and the Required Term Lenders appoint
a successor agent as provided for above.

     9.10 Withholding Tax. If any Lender is a "foreign corporation, partnership
or trust" within the meaning of the Code and such Lender claims exemption from,
or a reduction of, U.S. withholding tax under sections 1441 or 1442 of the Code,
such Lender agrees with and in favor of the Agent, to deliver to the Agent:

     (i)   if such Lender claims an exemption from, or a reduction of,
withholding tax under a United States tax treaty, two properly completed and
executed copies of IRS Form 1001 before the payment of any interest in the first
calendar year and before the payment of any interest in each third succeeding
calendar year during which interest may be paid under this Agreement;

     (ii)  if such Lender claims that interest paid under this Agreement is
exempt from United States withholding tax because it is effectively connected
with a United States trade or business of such Lender two properly completed and
executed copies of IRS Form 4224 (or any successor form), before the payment of
any interest is due in the first taxable year of such Lender and in each
succeeding taxable year of such Lender during which interest may be paid under
this Agreement; and

     (iii) such other form or forms as may be required under the Code or other
laws of the United States as a condition to exemption from, or reduction of,
United States withholding tax.



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<PAGE>   83


     Such Lender agrees to promptly notify the Agent of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

     (b)  If any Lender claims exemption from, or reduction of, withholding tax
under a United States tax treaty by providing IRS Form 1001 (or any successor
form) and such Lender sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of the Company to such Lender, such
Lender agrees to notify the Agent of the percentage amount in which it is no
longer the beneficial owner of Obligations of the Company to such Lender. To the
extent of such percentage amount, the Agent will treat such Lender's IRS Form
1001 (or any successor form) as no longer valid.

     (c)  If any Lender claiming exemption from United States withholding tax
by filing IRS Form 4224 (or any successor form) with the Agent sells,
assigns, grants a participation in, or otherwise transfers all or part of the
Obligations of the Company to such Lender, such Lender agrees to undertake sole
responsibility for complying with the withholding tax requirements imposed by
sections 1441 and 1442 of the Code.

     (d)  If any Lender is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such Lender
an amount equivalent to the applicable withholding tax after taking into account
such reduction. However, if the forms or other documentation required by Section
9.10(a) are not delivered to the Agent, then the Agent may withhold from any
interest payment to such Lender not providing such forms or other documentation
an amount equivalent to the applicable withholding tax imposed by sections 1441
and 1442 of the Code, without reduction.

     (e)  If the IRS or any other Governmental Authority of the United States
or other jurisdiction asserts a claim that the Agent did not properly withhold
tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or was not properly executed, or because such
Lender failed to notify the Agent of a change in circumstances which rendered
the exemption from, or reduction of, withholding tax ineffective, or for any
other reason) such Lender shall indemnify the Agent fully for all amounts paid,
directly or indirectly, by the Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts
payable to the Agent under this Section, together with all costs and expenses
(including Attorney Costs). The obligation of the Lenders under this subsection
shall survive the payment of all Obligations and the resignation or replacement
of the Agent.

     9.11 Co-Agents. None of the Lenders identified in the preamble or signature
pages of this Agreement as a "co-agent" shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those
applicable to all Lenders as such. Without limiting the foregoing, none of the
Lenders so identified as a "co-agent" shall have or be deemed to have any
fiduciary relationship with any Lending Party. Each Lending Party acknowledges
that it has not relied, and will not rely, on any of the



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Lenders so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder.

                                   ARTICLE X
                                  MISCELLANEOUS

     10.1 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Credit Document, and no consent with respect to any
departure by the Company or any applicable Subsidiary therefrom, shall be
effective unless the same shall be in writing and signed by the Required Lenders
(or by the Agent at the written request of the Required Lenders) and the Company
and acknowledged by the Agent, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided that no such waiver, amendment, or consent shall, unless in
writing and signed by all the Lenders and the Company and acknowledged by the
Agent, do any of the following:

     (a)  increase or extend any Revolving Commitment of any Lender (or
reinstate any such Revolving Commitment terminated pursuant to Section 8.2);

     (b)  postpone or delay any date for, or change the amount of, any
scheduled mandatory reduction in the Total Commitment Amount;

     (c)  postpone or delay any date fixed by this Agreement or any other
Credit Document for any mandatory payment of principal or any payment of
interest, fees or other amounts due to the Lending Parties (or any of them)
hereunder or under any other Credit Document;

     (d)  reduce the principal of, or the rate of interest specified herein on
any Credit Extension, or (subject to clause (ii) below) any fees or other
amounts payable hereunder or under any other Credit Document;

     (e)  change the percentage of the Revolving Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Lenders
or any of them to take any action hereunder; or

     (f)  amend this Section 10.1, or Section 2.14, or any provision herein
providing for consent or other action by all Lenders; or

     (g)  discharge any Guarantor or release any Pledgor, except as provided in
any Credit Document;

     and provided, further, that (i) no amendment, waiver or consent shall,
unless in writing and signed by the Agent in addition to the Required Lenders or
all the Lenders, as


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<PAGE>   85


the case may be, affect the rights or duties of the Agent under this Agreement
or any other Credit Document, (ii) the Fee Letter and documents evidencing
Specified Swap Contracts may be amended, or rights or privileges thereunder
waived, in a writing executed by the parties thereto, and (iii) no amendment,
waiver or consent shall affect the rights and obligations of any Alternate
Currency Lender or Alternate Currency LC Issuer, as the case may be, under
Section 2.17 or any applicable Alternate Currency Annex, unless in writing and
signed by such Alternate Currency Lender or Alternate Currency LC Issuer.

     10.2 Notices.

     (a)  All notices, requests, consents, approvals, waivers and other
communications shall be in writing (including, unless the context expressly
otherwise provides, by facsimile transmission, provided that any matter
transmitted by the Company by facsimile (i) shall be immediately confirmed by a
telephone call to the recipient at the number specified on Schedule 10.2, and
(ii) shall be followed promptly by delivery of a hard copy original thereof) and
mailed, faxed or delivered, to the address or facsimile number specified for
notices on Schedule 10.2; or, as directed to the Company or the Agent, to such
other address as shall be designated by such party in a written notice to the
other parties, and as directed to any other party, at such other address as
shall be designated by such party in a written notice to the Company and the
Agent.

     (b)  All such notices, requests and communications shall, when transmitted
by overnight delivery, or faxed, be effective when delivered for overnight
(next-day) delivery, or transmitted in legible form by facsimile machine,
respectively, or if mailed, upon the third Business Day after the date deposited
into the U.S. mail, or if delivered, upon delivery; except that notices pursuant
to Article II or IX to the Agent shall not be effective until actually received
by the Agent.

     (c)  Any agreement of the Agent and the Lending Parties herein to receive
certain notices by telephone or facsimile is solely for the convenience and at
the request of the Company. The Agent and the Lending Parties shall be entitled
to rely on the authority of any Person purporting to be a Person authorized by
the Company to give such notice and the Agent and the Lending Parties shall not
have any liability to the Company or other Person on account of any action taken
or not taken by the Agent or the Lending Parties in reliance upon such
telephonic or facsimile notice. The obligation of the Company to repay the Loans
shall not be affected in any way or to any extent by any failure by the Agent
and the Lending Parties to receive written confirmation of any telephonic or
facsimile notice or the receipt by the Agent and the Lending Parties of a
confirmation which is at variance with the terms understood by the Agent and the
Lending Parties to be contained in the telephonic or facsimile notice.

     10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Agent or any Lending Party, any right, remedy,
power or


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<PAGE>   86



privilege hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.

     10.4 Costs and Expenses. The Company shall:

     (a)  whether or not the transactions contemplated hereby are consummated,
pay or reimburse BofA (including in its capacity as Agent), each Alternate
Currency Lender (in its capacity as such) and each Alternate Currency LC Issuer
(in its capacity as such) within ten Business Days after demand (subject to
Section 4.1(f)) for all reasonable costs and expenses incurred by BofA
(including in its capacity as Agent), each such Alternate Currency Lender (in
its capacity as such) and each such Alternate Currency LC Issuer (in its
capacity as such) in connection with the development, preparation, delivery,
administration and execution of, and any amendment, supplement, waiver or
modification to (in each case, whether or not consummated), this Agreement, any
other Credit Document and any other documents prepared in connection herewith or
therewith, and the consummation of the transactions contemplated hereby and
thereby, including reasonable Attorney Costs incurred by BofA (including in its
capacity as Agent), each such Alternate Currency Lender (in its capacity as
such), and each such Alternate Currency LC Issuer (in its capacity as such) with
respect thereto; and

     (b)  pay or reimburse the Agent, the Lead Arranger and Book Manager and
each Lending Party within ten Business Days after demand (subject to Section
4.1(f)) for all reasonable costs and expenses (including reasonable Attorney
Costs) incurred by them in connection with the enforcement, attempted
enforcement, or preservation of any rights or remedies under this Agreement or
any other Credit Document during the existence of an Event of Default or after
acceleration of the Loans (including in connection with any "workout" or
restructuring regarding the Loans, and including in any Insolvency Proceeding or
appellate proceeding); and

     (c)  pay or reimburse BofA (including in its capacity as Agent) within ten
Business Days after demand (subject to Section 4.1(f)) for all appraisal
(including the allocated cost of internal appraisal services), audit,
environmental inspection and review (including the allocated cost of such
internal services), search and filing costs, fees and expenses, incurred or
sustained by BofA (including in its capacity as Agent) in connection with the
matters referred to under Sections 10.4(a) and (b).

     10.5 Indemnification.

     (a)  General. Whether or not the transactions contemplated hereby are
consummated, the Company shall indemnify, defend and hold harmless the
Agent-Related Persons, each LC Issuer (including each Alternate Currency LC
Issuer), each Swap Provider, each Lender, the Swingline Lender and each
Alternate Currency Lender and each of its respective officers, directors,
employees, counsel, agents and



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<PAGE>   87



attorneys-in-fact (each, an "Indemnified Person") from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, charges, expenses and disbursements (including reasonable Attorney Costs)
of any kind or nature whatsoever which may at any time (including at any time
following repayment of the Loans and termination of all Specified Swap Contracts
and the termination, resignation or replacement of the Agent or replacement of
any Lending Party) be imposed on, incurred by or asserted against any such
Person in any way relating to or arising out of this Agreement or any document
contemplated by or referred to herein, or the transactions contemplated hereby,
or any action taken or omitted by any such Person under or in connection with
any of the foregoing, including with respect to any investigation, litigation or
proceeding (including any Insolvency Proceeding or appellate proceeding) related
to or arising out of this Agreement or the Specified Swap Contracts or the
Credit Extensions or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided that the Company shall have no obligation
hereunder to any Indemnified Person with respect to Indemnified Liabilities to
the extent resulting from the bad faith, gross negligence or willful misconduct
of such Indemnified Person. The agreements in this Section 10.5(a) shall survive
payment of all other Obligations.

     (b) Environmental.

         (i)  The Company shall indemnify, defend and hold harmless each
Indemnified Person from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges, expenses
or disbursements (including reasonable Attorney Costs and the reasonable
allocated cost of internal environmental audit or review services), which may be
incurred by or asserted against such Indemnified Person in connection with or
arising out of any pending or threatened investigation, litigation or
proceeding, or any action taken by any Person, with respect to any Environmental
Claim arising out of or related to any property subject to a mortgage in favor
of the Agent or any Lending Party (all of the foregoing, collectively, the
"Indemnified Environmental Liabilities"); provided that the Company shall have
no obligation hereunder to any Indemnified Person with respect to Indemnified
Environmental Liabilities to the extent resulting from the gross negligence, bad
faith or willful misconduct of such Indemnified Person. No action taken by legal
counsel chosen by the Agent or any Lending Party in defending against any such
investigation, litigation or proceeding or requested remedial, removal or
response action shall vitiate or any way impair the Company's obligation and
duty hereunder to indemnify and hold harmless the Agent and each Lending Party.

         (ii) In no event shall any site visit, observation, or testing by the
Agent or any Lending Party (or any contractee of the Agent or any Lending Party)
be deemed a representation or warranty that Hazardous Materials are or are not
present in, on, or under, the site, or that there has been or shall be
compliance with any Environmental Law. Unless the Agent or any Lending Party
agrees otherwise, neither the Company nor


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<PAGE>   88


any other Person is entitled to rely on any site visit, observation, or testing
by the Agent or any Lending Party. Upon reasonable written request by the
Company, the Agent or any Lending Party shall disclose to the Company any report
or findings made as a result of, or in connection with, any site visit,
observation, or testing by the Agent or such Lending Party.

     (c)  Survival; Defense. The obligations in this Section shall survive
payment of all other Obligations. At the election of any Indemnified Person, the
Company shall defend such Indemnified Person using legal counsel satisfactory to
such Indemnified Person in such Person's sole discretion, at the sole cost and
expense of the Company. All amounts owing under this Section shall be paid
within thirty days after demand.

     10.6 Marshalling; Payments Set Aside. Neither the Agent nor the Lending
Parties shall be under any obligation to marshall any assets in favor of the
Company or any other Person or against or in payment of any or all of the
Obligations. To the extent that any Credit Party makes a payment to the Agent or
the Lending Parties, or the Agent or the Lending Parties exercise their right of
set-off, and such payment or the proceeds of such set-off or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the
Agent or such Lending Party in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any Insolvency Proceeding or
otherwise, then (a) to the extent of such recovery the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lending Party severally agrees to pay to the Agent
upon demand its pro rata share of any amount so recovered from or repaid by the
Agent to the extent previously received by such Lending Party from the Agent.

     10.7 Successors and Assigns. 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 neither the Company nor the Foreign
Subsidiary Borrower may assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of the Agent and each
Lender, provided that each Term A Dollar Lender hereby agrees that the Term A
Dollar Loans may be assigned to an Approved Foreign Subsidiary Borrower on the
terms and conditions set forth in Sections 2.1(b)(ii) and 4.2; provided further
that the Italian Borrower may not assign the Italian Euro Term Loan without the
prior written consent of the Agent and the Italian Term Lender.

     10.8 Assignments, Participations, etc.

     (a)  Any Lender may, with the written consent of the Company at all times
other than during the existence of an Event of Default, the Agent and, in the
case of the Revolving Loans, each Alternate Currency Lender and each Alternate
Currency LC Issuer, which consents of the Company, each Alternate Currency
Lender, each Alternate Currency LC Issuer and the Agent shall not be
unreasonably withheld, at any time assign and delegate to one or more Eligible
Assignees (provided that no written consent of the Company or the Agent or each
Alternate Currency Lender or each Alternate Currency LC Issuer) shall be
required in connection with any assignment


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<PAGE>   89


and delegation by a Lender to an Eligible Assignee that is an Affiliate of such
Lender or to an existing Lender) (each an "Assignee") all, or any part of, of
the Assignable Credit Exposure of such Lender hereunder, in a minimum principal
or face amount of $5,000,000 or, if less, the entire principal amount held by
such Lender (provided that the foregoing limitation with respect to minimum
principal or face amount of an assignment and delegation shall not apply to
assignments to an existing Lender); provided that (i) a Lender's Term A Dollar
Loans and Term A Euro Loans shall be assigned on a pro rata basis, (ii) the
Company and the Agent may continue to deal solely and directly with such Lender
in connection with the interest so assigned to an Assignee until (A) written
notice of such assignment, together with payment instructions, addresses and
related information with respect to the Assignee, shall have been given to the
Company, the Agent and, in the case of the Revolving Loans, each Alternate
Currency Lender and each Alternate Currency LC Issuer by such Lender and the
Assignee; (B) such Lender and its Assignee shall have delivered to the Company,
the Agent and, in the case of the Revolving Loans, each Alternate Currency
Lender and each Alternate Currency LC Issuer an Assignment and Acceptance in the
form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes
subject to such assignment and (C) the Assignee has paid to the Agent a
processing fee in the amount of $3,500; (iii) if the assignor Lender or any of
its Affiliates is a Swap Provider with respect to any Specified Swap Contract,
such Lender shall not assign all of its Assignable Credit Exposure to an
Assignee unless such Assignee, or an Affiliate of such Assignee, shall also
assume all obligations of such assignor Lender or Affiliate with respect to such
Specified Swap Contracts, with the consent of the Company; and (iv) if because
of circumstances in effect on the effective date of any assignment, the Company
would, under Section 3.1, be obligated to make any payment to or for the account
of the applicable Assignee, the Company shall only be obligated to make such
payment to the extent that it would then have been obligated to make such
payment to the assignor Lender.

     (b) From and after the date that the Agent notifies the assignor Lender
that it has received (and, if required, provided its consent with respect to) an
executed Assignment and Acceptance and payment of the above-referenced
processing fee, (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, shall have the rights and obligations of a
Lender under the Credit Documents, and (ii) the assignor Lender shall, to the
extent that rights and obligations hereunder and under the other Credit
Documents have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Documents.

     (c) Immediately upon each Assignee's making its processing fee payment
under the Assignment and Acceptance, this Agreement shall be deemed to be
amended


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to the extent, but only to the extent, necessary to reflect the addition
of the Assignee and, if applicable, the resulting adjustment of the Revolving
Commitments arising therefrom. Any Revolving Commitment allocated to an Assignee
shall reduce such Revolving Commitment of the assigning Lender pro tanto.

     (d)  Any Lender may at any time sell to one or more commercial banks or
other Persons not Affiliates of the Company (a "Participant") participating
interests in any Loans, the Revolving Commitment of that Lender and the other
interests of that Lender (the "Originating Lender") hereunder and under the
other Credit Documents; provided that (i) the Originating Lender's obligations
under this Agreement shall remain unchanged, (ii) the Originating Lender shall
remain solely responsible for the performance of such obligations, (iii) the
Company and the Agent shall continue to deal solely and directly with the
Originating Lender in connection with the Originating Lender's rights and
obligations under this Agreement and the other Credit Documents, and (iv) no
Lender shall transfer or grant any participating interest under which the
Participant has rights to approve any amendment to, or any consent or waiver
with respect to, this Agreement or any other Credit Document, except to the
extent such amendment, consent or waiver would require unanimous consent of the
Lenders as described in the first proviso to Section 10.1. In the case of any
such participation, (i) the Participant shall be entitled to the benefit of
Sections 3.1, 3.3 and 10.5 as though it were also a Lender hereunder, provided
that if because of circumstances in effect on the effective date of any sale of
a participating interest, the Company would, under Section 3.1, be obligated to
make any payment to or for the account of the applicable Originating Lender, the
Company shall only be obligated to make such payment to the extent that it would
then have been obligated to make such payment to such Originating Lender if it
had not sold such participating interest, and (ii) the Participant shall not
have any rights under this Agreement, or any of the other Credit Documents, and
all amounts payable by the Company hereunder shall be determined as if such
Lender had not sold such participation; except that, if amounts outstanding
under this Agreement are due and unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement.

     (e)  Notwithstanding any other provision in this Agreement, any Lender may
at any time create a security interest in, or pledge, all or any portion of its
rights under and interest in this Agreement in favor of any Federal Reserve Bank
in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR
ss.203.14, and such Federal Reserve Bank may enforce such pledge or security
interest in any manner permitted under applicable law.

     10.9 Confidentiality. Each Lending Party agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain



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<PAGE>   91


the confidentiality of all information identified as "confidential" or
"secret" by the Company and provided to it by the Parent, the Company or any
Subsidiary, or by the Agent on the Parent's, the Company's or such Subsidiary's
behalf, under this Agreement or any other Credit Document, and neither it nor
any of its Affiliates shall use any such information other than in connection
with or in enforcement of this Agreement and the other Credit Documents or in
connection with other business now or hereafter existing or contemplated with
the Parent, the Company or any Subsidiary; except to the extent such information
(i) was or becomes generally available to the public other than as a result of
disclosure by such Lending Party, or (ii) was or becomes available on a
non-confidential basis from a source other than the Parent, the Company or any
Subsidiary, provided that such source is not bound by a confidentiality
agreement with the Parent, the Company or any Subsidiary known to such Lending
Party; provided that any Lending Party may disclose such information (A) at the
request or pursuant to any requirement of any Governmental Authority to which
such Lending Party is subject or in connection with an examination of such
Lending Party by any such authority; (B) pursuant to subpoena or other court or
other legal process; (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the extent reasonably
required in connection with any litigation or proceeding to which the Agent, any
Lending Party or their respective Affiliates may be party; (E) to the extent
reasonably required in connection with the exercise of any remedy hereunder or
under any other Credit Document; (F) to such Lending Party 's independent
auditors and other professional advisors; (G) to any Participant or Assignee,
actual or potential, provided that such Person agrees in writing to keep such
information confidential to the same extent required of the Lending Party
hereunder; (H) as to any Lending Party or its Affiliate, as expressly permitted
under the terms of any other document or agreement regarding confidentiality to
which the Parent, the Company or any Subsidiary is party or is deemed party with
such Lending Party or such Affiliate; and (I) to its Affiliates.

     10.10 Set-off. In addition to any rights and remedies of the Lending
Parties provided by law, if an Event of Default exists or the Loans have been
accelerated, each Lending Party is authorized at any time and from time to time,
without prior notice to any Credit Party, any such notice being waived by each
Credit Party to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held by, and other indebtedness at any time owing by, such Lending
Party to or for the credit or the account of such Credit Party against any and
all Obligations owing to such Lending Party, now or hereafter existing,
irrespective of whether or not the Agent or such Lending Party shall have made
demand under this Agreement or any Credit Document and although such Obligations
may be contingent or unmatured. Each Lending Party agrees promptly to notify the
Company and the Agent after any such set-off and application made by such
Lending Party; provided that the failure to give such notice shall not affect
the validity of such set-off and application.



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     10.11 Automatic Debits of Fees. With respect to any commitment fee,
arrangement fee, or other fee, or any other cost or expense (including Attorney
Costs) due and payable to the Agent (in its capacity as such), BofA or the Lead
Arranger and Book Manager under the Credit Documents, the Company hereby
irrevocably authorizes BofA, upon prior notice to the Company, to debit any
deposit account of the Company with BofA in an amount such that the aggregate
amount debited from all such deposit accounts does not exceed such fee or other
cost or expense. If there are insufficient funds in such deposit accounts to
cover the amount of the fee or other cost or expense then due, such debits will
be reversed (in whole or in part, in BofA's sole discretion) and such amount not
debited shall be deemed to be unpaid. No such debit under this Section 10.11
shall be deemed a set-off.

     10.12 Notification of Addresses, Lending Offices, etc. Each Lending Party
shall notify the Agent in writing of any changes in the address to which notices
to such Lending Party should be directed, of addresses of any Lending Office, of
payment instructions in respect of all payments to be made to it hereunder and
of such other administrative information as the Agent shall reasonably request.

     10.13 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

     10.14 Severability. The illegality or unenforceability of any provision of
this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

     10.15 No Third Parties Benefited. This Agreement is made and entered into
for the sole protection and legal benefit of the Credit Parties, the Lending
Parties, the Agent and the Agent-Related Persons, and their permitted successors
and assigns, and no other Person (other than an Indemnified Person under Section
10.5) shall be a direct or indirect legal beneficiary of, or have any direct or
indirect cause of action or claim in connection with, this Agreement or any of
the other Credit Documents.

     10.16 Governing Law and Jurisdiction. THIS AGREEMENT AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK;
PROVIDED THAT THE AGENT AND THE LENDING PARTIES SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW.

     (a)   ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT MAY BE BROUGHT IN



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<PAGE>   93



THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
THE CREDIT PARTIES, THE AGENT AND THE LENDING PARTIES CONSENTS, FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH OF THE CREDIT PARTIES, THE AGENT AND THE LENDING PARTIES IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE CREDIT PARTIES, THE AGENT AND THE
LENDING PARTIES EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

     (b)   Nothing contained in this Section 10.16 shall override any contrary
provision contained in any Specified Swap Contract.

     10.17 Waiver of Jury Trial. THE CREDIT PARTIES, THE LENDING PARTIES AND THE
AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN
ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR
ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.
THE CREDIT PARTIES, THE LENDING PARTIES AND THE AGENT EACH AGREE THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO
A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS
OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE
OTHER CREDIT DOCUMENTS.

     10.18 Entire Agreement. This Agreement, together with the other Credit
Documents, embodies the entire agreement and understanding among the Credit
Parties, the Lending Parties and the Agent, and supersedes all prior or
contemporaneous



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<PAGE>   94

agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.

     10.19 Judgment Currency. The Company, the Agent and each Lending Party
hereby agree that if, in the event that a judgment is given in relation to any
sum due to the Agent or any Lending Party hereunder, such judgment is given in a
currency (the "Judgment Currency") other than that in which such sum was
originally denominated (the "Original Currency"), the Company agrees to
indemnify the Agent or such Lending Party, as the case may be, to the extent
that the amount of the Original Currency which could have been purchased by the
Agent in accordance with normal banking procedures on the Business Day following
receipt of such sum is less than the sum which could have been so purchased by
the Agent had such purchase been made on the day on which such judgment was
given or, if such day is not a Business Day, on the Business Day immediately
preceding the giving of such judgment, and if the amount so purchased exceeds
the amount which could have been so purchased had such purchase been made on the
day on which such judgment was given or, if such day is not a Business Day, on
the Business Day immediately preceding such judgment, the Agent or the
applicable Lending Party agrees to remit such excess to the Company. The
agreements in this Section shall survive payment of all other Obligations.

     10.20 Class Voting for Certain Amendments.

           In addition to the requirements of Section 10.1, (a) no amendment
or waiver of any provision of this Agreement or any other Credit Document, and
no consent with respect to any departure by the Company or any applicable
Subsidiary therefrom, shall be effective unless the same shall be in writing and
signed by the Required Term Lenders (or by the Agent at the written request of
the Required Term Lenders) and the Company and acknowledged by the Agent, and
then any such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given, (b) no amendment, waiver or
consent with respect to the provisions of the definitions Scheduled Italian Euro
Term Repayments shall be effective without the written consent of the Italian
Euro Term Lender, and (c) no amendment, waiver or consent with respect to the
provisions of the definition of Required Term Lenders which purports to change
the aggregate unpaid principal amount of the Term Loans which is required for
the Lenders or any of them to take any action hereunder shall be effective
without the written consent of the Required Term Lenders.




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                                                                   Schedule 1.1

                                   Definitions


     The following terms have the respective indicated meanings:

     "Account Party" means (i) the Company, (ii) with respect to any Standby
Letter of Credit supporting the Existing IRBs, means the Company and either of
its Subsidiaries, R.J. Tower (KY) and R.J. Tower (IN), as the case may be, and
(iii) with respect to any Alternate Currency Letter of Credit or Alternate
Currency Standby Letter of Credit, the applicable Alternate Currency Account
Party.

     "Acquisition" means any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition of
all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary), provided that the Company or a Subsidiary is the
surviving entity.

     "Affected Lender" has the meaning specified in Section 3.8.

     "Affiliate" means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities or membership interests, by contract,
or otherwise.

     "Agent" means BofA in its capacity as agent for the Lending Party
hereunder, and any successor agent arising under Section 9.9.

     "Agent-Related Persons" means BofA in its capacity as Agent and any
successor agent arising under Section 9.9, together with their respective
Affiliates (including, in the case of BofA, the Lead Arranger and Book Manager),
and the officers, directors, employees, agents and attorneys-in-fact of such
Persons and Affiliates.

     "Agent's Payment Office" means the address for payments set forth on
Schedule 10.2 or such other address as the Agent may from time to time specify
to the Lending Parties and the Company in writing.

     "Agreed Alternate Currency" has the meaning specified in Section 2.17(g).



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<PAGE>   96


     "Agreed Alternate Currency Account Party" has the meaning specified in
Section 2.17(g).

     "Agreed Alternate Currency Borrower" has the meaning specified in Section
2.17(g).

     "Agreement" means this Credit Agreement, including Exhibits and Schedules.

     "Alternate Currency" at any time means Italian Lire and any Agreed
Alternate Currency.

     "Alternate Currency Annex" means any Alternate Currency Annex with respect
to a particular Alternate Currency in substantially the form of Exhibit I.

     "Alternate Currency Account Party" at any time with respect to a particular
Alternate Currency means the Company and the applicable Agreed Alternate
Currency Account Party for such Alternate Currency and with respect to Italian
Lire, and the Italian Borrower.

     "Alternate Currency Borrower" at any time with respect to a particular
Alternate Currency means the Company and the applicable Agreed Alternate
Currency Borrower for such Alternate Currency and, with respect to Italian Lire,
and the Italian Borrower.

     "Alternate Currency Commitment Amount" means $85,000,000, as such amount
may be increased from time to time at the request of the Company by the Required
Lenders.

     "Alternate Currency Commitment Termination Date" with respect to a
particular Alternate Currency means the earlier of (i) the Commitment
Termination Date and (ii) the Alternate Currency Commitment Termination Date, if
any, specified in the applicable Alternate Currency Annex.

     "Alternate Currency Credit Extension" has the meaning specified in Section
2.17(a).

     "Alternate Currency LC Issuer" with respect to a particular Alternate
Currency means any Person designated on the applicable Alternate Currency Annex
as an Alternate Currency LC Issuer from time to time.

     "Alternate Currency Lender" with respect to a particular Alternate Currency
means any Person designated on the applicable Alternate Currency Annex as an
Alternate Currency Lender from time to time.


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<PAGE>   97


     "Alternate Currency Letter of Credit" has the meaning specified in Section
2.17(a).

     "Alternate Currency Letter of Credit Obligations" means Letter of Credit
Obligations with respect to Alternate Currency Letters of Credit.

     "Alternate Currency Loan" has the meaning specified in Section 2.17(a).

     "Alternate Currency Make-Whole Payment" with respect to any payment on a
particular date with respect to Alternate Currency Credit Extensions in which
participations have been purchased that have not been converted into obligations
denominated and payable in Dollars (the "Alternate Currency Participated Credit
Extensions"), means the amount, if any, by which (i) the sum of (A) the
Effective Amount as of the date on which the participations in the Alternate
Currency Participated Credit Extensions were purchased (the "Participation
Purchase Date") of the portion of the Alternate Currency Participated Credit
Extensions that has been paid (the "Initial Dollar Equivalent") plus (B) the
product of: (I) the Initial Dollar Equivalent multiplied by (II) the average
daily Base Rate during the period from the Participation Purchase Date to the
date on which such payment with respect to the Alternate Currency Participated
Credit Extensions is made (the "Participation Payment Date") multiplied by (III)
the number of days elapsed from the Participation Purchase Date to the
Participation Payment Date, exceeds (ii) the sum of (A) the Effective Amount as
of the Participation Payment Date of the portion of the Alternate Currency
Participated Credit Extensions that has been paid plus (B) the Dollar Equivalent
as of the Participation Payment Date of any interest that has accrued since the
Participation Purchase Date on the portion of the Alternate Currency
Participated Credit Extensions that has been paid.

     "Alternate Currency Standby Letter of Credit" has the meaning specified in
Section 2.17(e).

     "Alternate Currency Sublimit" means the Alternate Currency Sublimit for a
particular Alternate Currency set forth in the applicable Alternate Currency
Annex.

     "Applicable Currency" as to any particular Loan or payment, means Dollars
or the Alternate Currency in which it is denominated or payable.

     "Applicable Facility Fee" at any time means the relevant facility fee
determined from time to time under the Pricing Grid for Revolving Loans;
provided that (i) the initial Applicable Facility Fee shall be the facility fee
corresponding to Level V on the Pricing Grid until the date that the Agent is
supposed to receive the first financial statements and Compliance Certificate
required to be delivered under Sections 6.2(a) and (b), and (ii) in the event
that the Agent shall not have received when due any financial statement or
Compliance Certificate required to be delivered under Sections 6.2(a) and (b),
the Applicable Facility Fee shall be the facility fee corresponding to Level VI
on the


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<PAGE>   98


Pricing Grid until the Agent has received all such financial statements and
Compliance Certificates.

     "Applicable Letter of Credit Fee Rate" at any time means the relevant fee
rate for Letters of Credit determined from time to time under the Pricing Grid
for Revolving Loans; provided that (i) the initial Applicable Letter of Credit
Fee Rate shall be the fee rate for Letters of Credit corresponding to Level V on
the Pricing Grid for Revolving Loans until the date that the Agent is supposed
to receive the first financial statements and Compliance Certificate required to
be delivered under Sections 6.2(a) and (b), and (ii) in the event that the Agent
shall not have received when due any financial statement or Compliance
Certificate required to be delivered under Sections 6.2(a) and (b), the
Applicable Letter of Credit Fee Rate shall be the fee rate for Letters of Credit
corresponding to Level VI on the Pricing Grid for Revolving Loans until the
Agent has received all such financial statements and Compliance Certificates.

     "Applicable Margin" at any time means the relevant margin for
Base Rate Loans or Offshore Rate Loans, as the case may be, determined from time
to time under the Pricing Grid for Revolving Loans; provided in the event that
the Agent shall not have received when due any financial statement or Compliance
Certificate required to be delivered under Sections 6.2(a) and (b), the
Applicable Margin shall be the margin for Base Rate Loans or Offshore Rate
Loans, as the case may be, corresponding to Level VI on the Pricing Grid for
Revolving Loans until the Agent shall have received all such financial
statements and Compliance Certificates. Each change in the Applicable Margin
shall take effect with respect to all outstanding Loans on the third Business
Day immediately succeeding the day on which the Compliance Certificate is
received by the Agent.

     "Applicable Term Margin" at any time means the applicable percentage set
forth in the Pricing Grid for Term Loans opposite the then applicable Leverage
ratio as set forth on the most recent Compliance Certificate required to be
delivered under Section 6.2(a) provided that in the event the Agent shall not
have received when due any financial statement or Compliance Certificate
required to be delivered under Sections 6.2(a) and 6.2(b), the Applicable Term
Margin for Base Rate Loans or Offshore Rate Loans, as the case may be, shall be
the margin for Base Rate Loans or Offshore Rate Loans, as the case may be,
corresponding to a Leverage Ratio of 4.00 to 1 until the Agent shall have
received all such financial statements and Compliance Certificates; provided,
however, that for the period from the Restatement Date to the date which is
three (3) Business Days after the date upon which the Company shall have
delivered its September 30, 1999 financial statements and Compliance Certificate
as required by Section 6.2(b), the Applicable Term Margin for Base Rate Loans or
Offshore Rate Loans, as the case may be, shall be deemed to be the margin for
Base Rate Loans or Offshore Rate Loans, as the case may be, corresponding to a
Leverage Ratio of 3.00 to 1. Each change in the Applicable Term Margin shall
take effect with respect to all outstanding Loans on the third Business Day
immediately succeeding the day on which the Compliance Certificate is received
by the Agent.



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<PAGE>   99


     "Approved Foreign Subsidiary Borrower" means any Foreign Subsidiary which
is a Wholly-Owned Subsidiary of the Company and which is approved by the Agent,
which approval shall not be unreasonably withheld.

     "Approved Parent Debt" means any unsecured Indebtedness issued by the
Parent, the proceeds of which are applied to the prepayment of the Revolving
Loans, which in each case (x) has no scheduled payments of principal before June
30, 2005, (y) has no Guaranty Obligation of the Company or any other Subsidiary
of the Parent in respect thereof, and (z) has terms and conditions which are
acceptable to the Agent in its reasonable discretion (including terms and
conditions with respect to amounts, covenants, defaults, maturities, remedies
and, if applicable, subordination).

     "Assignable Credit Exposure" has the meaning specified in Section 3.9.

     "Assignee" has the meaning specified in Section 10.8(a).

     "Assignment and Acceptance" has the meaning specified in Section 10.8(a).

     "Assumed Indebtedness" means Indebtedness of a Person existing at the time
such Person became a Subsidiary or assumed by the Company or a Subsidiary in a
Permitted Acquisition (and not created or incurred in anticipation of such
acquisition).

     "Attorney Costs" means and includes all reasonable fees and disbursements
of any law firm or other external counsel, the allocated cost of internal legal
services and all disbursements of internal counsel.

     "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11
U.S.C.ss.101, et seq.).

     "Base Rate" means, for any day, the higher of (a) 0.50% per annum above the
latest Federal Funds Rate, and (b) the rate of interest in effect for such day
as publicly announced from time to time by BofA in San Francisco, California, as
its "reference rate." (The "reference rate" is a rate set by BofA based upon
various factors including BofA's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate.) Any change
in the reference rate announced by BofA shall take effect at the opening of
business on the day specified in the public announcement of such change.

     "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

     "BofA" means Bank of America, National Association, a national banking
association.



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<PAGE>   100



     "Borrowing" means a borrowing hereunder consisting of Loans of the same
Type and in the same Applicable Currency made to a Credit Party on the same day
by one or more Lending Parties under Article II, and, in the case of Offshore
Rate Loans, having the same Interest Period.

     "Borrowing Date" means any date on which a Borrowing occurs under Section
2.3, 2.15 or 2.17.

     "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks in New York City, Chicago or San Francisco or, with
respect to Alternate Currency Loans, the city in which the Lending Office of the
applicable Alternate Currency Lender or Alternate Currency LC Issuer is located,
are authorized or required by law to close and, if the applicable Business Day
relates to any Offshore Rate Loan, means such a day on which dealings are
carried on in the applicable offshore currency interbank market.

     "Capital Adequacy Regulation" means any guideline, request or directive of
any central bank or other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each case, regarding
capital adequacy of any bank or of any corporation controlling a bank.

     "Capital Expenditures" means, for any period, without duplication, the sum
of:

     (a) the gross amount of capital expenditures of the Company and its
  Subsidiaries determined in accordance with GAAP made during such period; and

     (b) to the extent not included in clause (a) above, the aggregate amount of
  Capitalized Lease Liabilities incurred during such period by the Company and
  its Subsidiaries (excluding the portion thereof allocable to interest
  expense).

     "Capitalized Lease Liabilities" of any Person means all monetary
obligations of such Person under any leasing or similar arrangement which, in
accordance with GAAP, are or would be classified as capitalized lease
obligations on a balance sheet of such Person.

     "Cash Collateralize" means to pledge and deposit with or deliver to the
Agent, for the benefit of the Agent, any LC Issuer and the Revolving Lenders, as
collateral for the applicable Letter of Credit Obligations, cash or deposit
account balances pursuant to documentation in form and substance reasonably
satisfactory to the Agent and such LC Issuer (which documents are hereby
consented to by the Lenders). Derivatives of such term shall have corresponding
meaning. The Company hereby grants the Agent, for the benefit of the Agent, each
such LC Issuer and the Lenders, a security interest in all



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<PAGE>   101


such cash and deposit account balances. Cash collateral shall be maintained in
blocked, interest bearing (to the extent available) deposit accounts at BofA.

     "CERCLA" has the meaning specified in the definition of "Environmental
Laws."

     "Change of Control" means any of (i) the acquisition by any "person" or
"group" (as such terms are used in sections 13(d) and 14(d) of the Exchange Act)
(other than Permitted Holders) at any time of beneficial ownership of thirty
percent (30%) or more of the outstanding capital stock of the Parent on a
fully-diluted basis, (ii) the failure of individuals who are members of the
board of directors of the Parent on the Restatement Date (together with any new
or replacement directors whose initial nomination for election was approved by a
majority of the directors who were either directors on the Restatement Date or
previously so approved) to constitute a majority of the board of directors of
the Parent or (iii) the failure of the Parent to own 100% of the outstanding
capital stock of the Company.

     "Code" means the Internal Revenue Code of 1986 and regulations promulgated
thereunder.

     "Commercial Letter of Credit" means any Letter of Credit which is drawable
upon presentation of a sight draft and other documents evidencing the sale or
shipment of goods purchased by the applicable Credit Party in the ordinary
course of business.

     "Commitment" means, as to any Lender, such Lender's commitment to make
Loans under this Agreement.

     "Commitment Termination Date" means the earlier to occur of:

     (a) April 18, 2003; and

     (b) the date on which the Revolving Commitments terminate in accordance
  with the provisions of this Agreement.

     "Company" has the meaning specified in the preamble.

     "Compliance Certificate" means a certificate substantially in the form of
Exhibit D.

     "Consolidated Tangible Assets" means, on any date, the consolidated total
assets of the Company and its Subsidiaries on such date, determined in
accordance with GAAP minus the consolidated intangible assets of the Company and
its Subsidiaries on such date, determined in accordance with GAAP.



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<PAGE>   102



     "Contingent Obligation" means, as to any Person, any direct or indirect
liability of that Person, whether or not contingent, with or without recourse,
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the "primary obligations") of another Person (the "primary
obligor"), including any obligation of that Person (i) to purchase, repurchase
or otherwise acquire such primary obligations or any security therefor, (ii) to
advance or provide funds for the payment or discharge of any such primary
obligation, or to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet
item, level of income or financial condition of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, or (iv) otherwise to assure or hold
harmless the holder of any such primary obligation against loss in respect
thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety
Instrument issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments; (c) to purchase any
materials, supplies or other property from, or to obtain the services of,
another Person if the relevant contract or other related document or obligation
requires that payment for such materials, supplies or other property, or for
such services, shall be made regardless of whether delivery of such materials,
supplies or other property is ever made or tendered, or such services are ever
performed or tendered, or (d) in respect of any Swap Contract. The amount of any
Contingent Obligation shall, in the case of Guaranty Obligations, be deemed
equal to the stated or determinable amount of the primary obligation in respect
of which such Guaranty Obligation is made or, if not stated or if
indeterminable, the maximum reasonably anticipated liability in respect thereof,
and in the case of other Contingent Obligations other than in respect of Swap
Contracts, shall be equal to the maximum reasonably anticipated liability in
respect thereof and, in the case of Contingent Obligations in respect of Swap
Contracts, shall be equal to the Swap Termination Value.

     "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its property is bound.

     "Conversion/Continuation Date" means any date on which, under Section 2.1
or Section 2.4, the Company (a) converts Loans of one Type to another Type, or
(b) continues as Loans of the same Type, but with a new Interest Period, Loans
having Interest Periods expiring on such date.

     "Credit Documents" means this Agreement, any Notes, the Fee Letter, the
Guaranty, the Pledge Agreements, any documents evidencing or relating to
Specified Swap Contracts, and all other documents delivered to the Agent or any
Lender in connection with the transactions contemplated by this Agreement.



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<PAGE>   103



     "Credit Extension" means a Letter of Credit Advance, Loan, Issuance of a
Letter of Credit or participation therein.

     "Credit Party" means the Company, the Approved Foreign Subsidiary Borrower,
if any, any Account Party, Alternate Currency Borrower or Alternate Currency
Account Party, as the case may be.

     "Debt/Capital Ratio" for any Reference Period means the ratio of (x) total
Indebtedness of the Parent and its Subsidiaries on the last day of such period
to (y) (i) stockholders' equity of the Parent on the last day of such period
determined in accordance with GAAP plus (ii) total Indebtedness of the Parent
and its Subsidiaries on the last day of such period.

     "Debt Service Dividends" means cash dividends declared and made by the
Company to the Parent in such amounts and to the extent necessary to allow the
Parent to make any regularly scheduled payment of interest or the payment of
principal at maturity in respect of any Approved Parent Debt if and to the
extent that such payment is not prohibited at such time by the subordination
provisions or other applicable terms of such Approved Parent Debt or any
instrument governing such Approved Parent Debt.

     "Default" means any event or circumstance which, with the giving of notice,
the lapse of time, or both, would (if not cured or otherwise remedied during
such time) constitute an Event of Default.

     "Disposition" means (i) the sale, lease, conveyance or other disposition of
property, other than sales or other dispositions expressly permitted under
clauses (a) through (g) and clause (i) of Section 7.2, or (ii) the sale or
transfer by the Company or any Subsidiary of the Company of any equity
securities issued by any Subsidiary of the Company and held by such transferor
Person.

     "Dollars", "dollars" and "$" each mean lawful money of the United States.

     "Dollar Conversion Amount" has the meaning specified in Section 2.1(b)(ii).

     "Dollar Equivalent" as of the date of determination, means (a) the amount
denominated in Dollars, and (b) as to any amount denominated in an Alternate
Currency or other currency, the equivalent amount in Dollars as determined by
the Agent on the basis of the Spot Rate for the purchase of Dollars with such
Alternate Currency; provided, that with respect to Letter of Credit Obligations
in Alternate Currencies that are valued as of the last Business Day of each
month, the equivalent amount in Dollars shall be determined by BofA in its
capacity as LC Issuer instead of the Agent; and provided further, that the
Dollar Equivalent of Alternate Currency Credit Extensions in which
participations are to be purchased pursuant to Section 2.17(e) is subject to the
approval of



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<PAGE>   104


the applicable Alternate Currency Lender or Alternate Currency LC Issuer, as the
case may be, not to be unreasonably withheld.

     "Domestic Subsidiary" means any Subsidiary that is organized under the laws
of the United States or any political subdivision thereof.

     "EBIT" for any period means the consolidated net income (or loss) of the
Parent and its Subsidiaries for such period plus (to the extent deducted in
determining such net income (or loss)) the sum of the following: (i)
consolidated interest expense, plus, (ii) consolidated income tax expense, plus
(iii) extraordinary losses, minus (iv) extraordinary gains, plus (v) non-cash
charges associated with an announced restructuring or related charge (together,
"Non-Cash Restructuring Charges") minus (vi) the actual cash portion of
restructuring charges to the extent such charges were considered to be Non-Cash
Restructuring Charges in prior periods, in each case determined in accordance
with GAAP. For the purposes of calculating the Interest Coverage Ratio for any
Reference Period, EBIT shall be calculated on a pro forma basis (as certified by
the Parent to the Agent) assuming that all Acquisitions (and Assumed
Indebtedness, if any, in connection therewith) and all Dispositions that have
occurred during such Reference Period had occurred on the first day of such
Reference Period (but without adjustment for expected cost savings or other
synergies).

     "EBITDA" for any period means EBIT for such period plus (to the extent
deducted in determining the consolidated net income (or loss) of the Parent and
its Subsidiaries for such period) consolidated depreciation, amortization and
similar non-cash charges, in each case determined in accordance with GAAP. For
the purposes of calculating the Leverage Ratio or the Senior Leverage Ratio for
any Reference Period, EBITDA shall be calculated on a pro forma basis (as
certified by the Parent to the Agent) assuming that all Acquisitions (and
Assumed Indebtedness, if any, in connection therewith) and all Dispositions that
have occurred during such Reference Period had occurred on the first day of such
Reference Period (but without adjustment for expected cost savings or other
synergies).

     "Effective Amount" means (i) with respect to any Loans of any type on any
date, the Dollar Equivalent of the aggregate outstanding principal amount
thereof after giving effect to any Borrowings and prepayments or repayments of
Loans of such type occurring on such date; and (ii) with respect to any
outstanding Letter of Credit Obligations on any date, the Dollar Equivalent of
the amount of such Letter of Credit Obligations on such date after giving effect
to any Issuances of Letters of Credit occurring on such date and any other
changes in the aggregate amount of the Letter of Credit Obligations as of such
date, including as a result of any reimbursements of outstanding unpaid drawings
under any Letters of Credit or any reductions in the maximum amount available
for drawing under Letters of Credit taking effect on such date.



                                      -97-


<PAGE>   105



     "Eligible Assignee" means (a) a commercial bank organized under the laws of
the United States, or any state thereof, and having a combined capital and
surplus of at least $100,000,000; (b) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country, and having a combined capital and surplus of at least $100,000,000 (or
its equivalent in other currencies), provided that such bank is acting through a
branch or agency located in the country in which it is organized or another
country which is also a member of the OECD; (c) a Person that is primarily
engaged in the business of commercial banking and that is (i) a Subsidiary of a
Lender, (ii) a Subsidiary of a Person of which a Lender is a Subsidiary, or
(iii) a Person of which a Lender is a Subsidiary; and (d) any other entity
approved by the Company and the Agent.

     "Environmental Claims" means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law; or for release or injury
to the environment or threat to public health, personal injury (including
sickness, disease or death), property damage, natural resources damage, or
otherwise alleging liability or responsibility for damages (punitive or
otherwise), cleanup, removal, remedial or response costs, restitution, civil or
criminal penalties, injunctive relief, or other type of relief, resulting from
or based upon the presence, placement, discharge, emission or release (including
intentional and unintentional, negligent and non-negligent, sudden or
non-sudden, accidental or non-accidental, placement, spills, leaks, discharges,
emissions or releases) of any Hazardous Material at, in, or from property,
whether or not owned by the Company.

     "Environmental Laws" means all federal, national, state, provincial or
local laws, statutes, common law duties, rules, regulations, ordinances and
codes, together with all administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental, health, safety and land use
matters; including the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution
Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource
Conservation and Recovery Act, the Toxic Substances Control Act, and the
Emergency Planning and Community Right-to-Know Act.

     "Environmental Permits" has the meaning specified in Section 5.12(b).

     "ERISA" means the Employee Retirement Income Security Act of 1974, and
regulations promulgated thereunder.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
under common control with the Company within the meaning of section 414(b) or
(c) of the Code (and sections 414(m) and (o) of the Code for purposes of
provisions relating to section 412 of the Code).




                                      -98-



<PAGE>   106


     "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in section 4001(a)(2) of ERISA) or a cessation
of operations which is treated as such a withdrawal under section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under section 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which might reasonably be
expected to constitute grounds under section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under section 4007 of
ERISA, upon the Company or any ERISA Affiliate.

     "Euro" means the single currency of participating member states of the
European Monetary Union.

     "Euro Conversion Date" means the date specified in the Company's Notice of
Euro Conversion following satisfaction or waiver of the conditions specified in
Sections 4.2 and 4.4 with respect to the Company's exercise of its Euro
Conversion Option.

     "Euro Conversion Option" has the meaning specified in Section 2.1(b)(ii).

     "Eurodollar Reserve Percentage" means, for any day for any Interest Period
for Offshore Rate Loans, the maximum reserve percentage (expressed as a decimal,
rounded upward to the next 1/100th of 1%) in effect on such day (whether or not
applicable to any Lender hereunder) under regulations issued from time to time
by the FRB for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to
liabilities or assets consisting or including Eurocurrency funds or deposits
(currently known as "Eurocurrency liabilities").

     "Event of Default" means any of the events or circumstances specified in
Section 8.1.

     "Exchange Act" means the Securities Exchange Act of 1934 and regulations
promulgated thereunder.

     "Existing IRBs" means any of (i) the $7,200,000 City of Auburn, Indiana
Floating/Fixed Rate Economic Development Revenue Bonds, Series 1988 (R.J. Tower
Corporation (Indiana) Project), (ii) the $25,000,000 City of Bardstown, Kentucky


                                      -99-



<PAGE>   107


Variable Rate Demand Industrial Revenue Bonds, Series 1994 (R.J. Tower
Corporation Project) or (iii) the $20,000,000 City of Bardstown, Kentucky
Taxable Variable Rate Demand Industrial Revenue Bonds, Series 1995 (R.J. Tower
Corporation Project).

     "Existing LC Issuer" means Comerica Bank.

     "Existing Letters of Credit" means the letters of credit issued by the
Existing LC Issuer and described in Schedule 2.16; provided that BofA in its
capacity as LC Issuer shall have the right at any time to replace the Existing
Letters of Credit with new Letters of Credit.

     "Facility" means any of the credit facilities established under this
Agreement, i.e., the Revolving Loan Facility, the Term A Dollar Facility or the
Term A Euro Facility.

     "FDIC" means the Federal Deposit Insurance Corporation, and any
Governmental Authority succeeding to any of its principal functions.

     "Federal Funds Rate" means, for any day, the rate set forth in the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York (including any such successor,
"H.15(519)") on the preceding Business Day opposite the caption "Federal Funds
(Effective)"; or, if for any relevant day such rate is not so published on any
such preceding Business Day, the rate for such day will be the arithmetic mean
as determined by the Agent of the rates for the last transaction in overnight
Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by
each of three leading brokers of Federal funds transactions in New York City
selected by the Agent.

     "Financial Letter of Credit" means any Standby Letter of Credit which the
applicable LC Issuer determines is required under applicable laws, regulations,
rules or orders issued by a Governmental Authority to be classified as a
financial letter of credit.

     "Foreign Cash Investments" means any investment rated P-1 or A-1 or better
by Moody's Investors Service, Inc. or Standard & Poor's Ratings Services,
respectively, (i) in direct obligations issued by, or guaranteed by, the
government of a country that is a member of the OECD or any agency or
instrumentality thereof, provided that such obligations mature within 180 days
of the date of acquisition thereof, and (ii) in time deposits or negotiable
certificates of deposit or money market securities issued by any commercial
banking institution that is a member of an applicable central bank of a country
that is a member of the OECD having surplus of at least $500,000,000 in the
aggregate at all times, payable on demand or maturing within 180 days of the
acquisition thereof; provided that with respect to such time deposits,
negotiable certificates of deposit and money market securities, the Required
Lenders and the Required Term Lenders shall have at any time the right, upon
notice to the Company, to reject any such bank as a bank in which such Foreign
Cash Investments may be made.



                                     -100-


<PAGE>   108



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

     "Foreign Subsidiary Borrower" means, with respect to the Term A Euro Loans,
the Approved Foreign Subsidiary Borrower, if any, and, with respect to the
Italian Euro Term Loan, the Italian Borrower.

     "Foreign 956 Subsidiary" means any Material Subsidiary that is a Foreign
Subsidiary a guaranty of the Obligations by which would result in a material
deemed dividend of its current and accumulated earnings and profits under
section 956 of the Code.

     "FRB" means the Board of Governors of the Federal Reserve System, and any
Governmental Authority succeeding to any of its principal functions.

     "Funded Indebtedness" of a Person means Indebtedness of such Person and its
subsidiaries to the extent set forth on a consolidated balance sheet determined
on a consolidated basis in accordance with GAAP.

     "Further Taxes" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or similar charges
(including net income taxes and franchise taxes), and all liabilities with
respect thereto, imposed by any jurisdiction on account of amounts payable or
paid pursuant to Section 3.1.

     "FX Trading Office" means the BofA Foreign Exchange Trading Desk in
Chicago, Illinois, or such other office or source of information as the Agent
may designate with the concurrence of the Company.

     "GAAP" means generally accepted accounting principles set forth from time
to time in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

     "Governmental Authority" means any nation or government, any state or other
political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.





                                     -101-


<PAGE>   109



     "Guarantor" means any of (i) the Parent, (ii) the Company, (iii) each
Domestic Subsidiary and (iv) each Foreign Subsidiary that is a Material
Subsidiary but is not a Foreign 956 Subsidiary.

     "Guaranty" means the Guaranty executed by each Guarantor for the benefit of
the Agent for the benefit of the Secured Parties in substantially the form of
Exhibit G.

     "Guaranty Obligation" has the meaning specified in the definition of
"Contingent Obligation."

     "Hazardous Materials" means all those substances that are regulated by, or
which may form the basis of liability under, any Environmental Law, including
any substance identified under any Environmental Law as a pollutant,
contaminant, hazardous waste, hazardous constituent, special waste, hazardous
substance, hazardous material, or toxic substance, or petroleum or petroleum
derived substance or waste.

     "H.15 (519)" has the meaning specified in the definition of "Federal Funds
Rate."

     "Honor Date" has the meaning specified in Section 2.16.3(b).

     "Indebtedness" of any Person means, without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into and accrued expenses incurred, in each case in the
ordinary course of business on ordinary terms); (c) all non-contingent
reimbursement or payment obligations with respect to Surety Instruments; (d) all
obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses; (e) all indebtedness created or arising under
any conditional sale or other title retention agreement, or incurred as
financing, in either case with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property); (f)
all obligations with respect to capital leases; (g) all indebtedness referred to
in clauses (a) through (f) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or in property (including accounts and contracts rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness; and (h) all Guaranty Obligations in respect of
indebtedness or obligations of others of the kinds referred to in clauses (a)
through (g) above; provided that Indebtedness shall not include sales of
Permitted Receivables sold pursuant to Permitted Receivables Purchase Facilities
and indemnification, recourse or repurchase obligations thereunder. For all
purposes of this Agreement, the Indebtedness of any Person shall include all
recourse Indebtedness of any partnership or joint venture or


                                     -102-



<PAGE>   110



limited liability company in which such Person is a general partner or a joint
venturer or a member.

     "Indemnified Environmental Liabilities" has the meaning specified in
Section 10.5(b).

     "Indemnified Liabilities" has the meaning specified in Section 10.5(a).

     "Indemnified Person" has the meaning specified in Section 10.5.

     "Independent Auditor" has the meaning specified in Section 6.1(a).

     "Ineligible Securities" has the meaning specified in Section 7.7(b).

     "Insolvency Proceeding" means, with respect to any Person, (a) any case,
action or proceeding with respect to such Person before any court or other
Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors, or (b)
any general assignment for the benefit of creditors, composition, marshalling of
assets for creditors, or other, similar arrangement in respect of its creditors
generally or any substantial portion of its creditors, undertaken under U.S.
Federal, state or foreign law, including the Bankruptcy Code.

     "Interest Coverage Ratio" for any Reference Period means the ratio of (x)
EBIT for such period to (y) the consolidated interest expense (excluding
amortization of deferred financing costs, any interest expense on deferred
compensation arrangements and original issue discount) of the Parent and its
Subsidiaries for such period; provided, that the Interest Coverage Ratio for the
Reference Periods ending on the second and third fiscal quarters ending after
the Original Closing Date shall be calculated as if such Reference Period only
included those fiscal quarters ending after the Original Closing Date.

     "Interest Payment Date" means, as to any Loan other than a Base Rate Loan,
the last day of each Interest Period applicable to such Loan and, as to any Base
Rate Loan, the last Business Day of each calendar quarter and each date such
Loan is converted into another Type of Loan; provided that, if any Interest
Period for an Offshore Rate Loan exceeds three months, the date that falls three
months after the beginning of such Interest Period and after each Interest
Payment Date thereafter is also an Interest Payment Date.

     "Interest Period" as to any Offshore Rate Loan means the period commencing
on the Borrowing Date of such Loan or on the Conversion/Continuation Date on
which such Loan is converted into or continued as an Offshore Rate Loan, and
ending on the date seven days (in the case of Revolving Loans only), or one,
two, three, six or, if available to all of the Lenders on such Borrowing Date,
twelve months


                                     -103-




<PAGE>   111


thereafter, as selected by the Company in its Notice of Borrowing or Notice of
Conversion/Continuation; provided that:

          (i)   if any Interest Period would otherwise end on a day that is not
     a Business Day, such Interest Period shall be extended to the following
     Business Day unless, the result of such extension would be to carry such
     Interest Period into another calendar month, in which event such Interest
     Period shall end on the preceding Business Day;

          (ii)  any Interest Period that begins on the last 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 end on
     the last Business Day of the calendar month at the end of such Interest
     Period;

          (iii) no Interest Period for any Revolving Loan shall extend beyond
     the Commitment Termination Date;

          (iv)  no Interest Period for any Term Loan shall extend beyond the
     Term A Loan Maturity Date; and

          (v)   if such Interest Period is seven days, the principal amount
     of the applicable Offshore Rate Loan, together with all other outstanding
     Offshore Rate Loans having an original Interest Period of seven days, shall
     not exceed $20,000,000 in the aggregate.

          "Investment" means, relative to any Person:

          (a)   any loan, advance, extension of credit or capital contribution
     made by such Person to any other Person (excluding commission, travel and
     similar advances to officers and employees made in the ordinary course of
     business);

          (b)   any Contingent Obligation of such Person with respect to any
     other Person;

          (c)   any capital stock, equity interest, securities or other
     obligations or interests held by such Person in or with respect to any
     other Person; and

          (d)   any Acquisition by such Person with respect to any other
     Person.

     The amount of any Investment shall be the original principal or capital
amount thereof less all returns of principal or equity thereon (and without
adjustment by reason of the financial condition of such other Person) and shall,
if made by the transfer or exchange of property other than cash, be deemed to
have been made in an original principal or capital amount equal to the fair
market value of such property.




                                     -104-



<PAGE>   112


     "IRS" means the Internal Revenue Service, and any Governmental Authority
succeeding to any of its principal functions under the Code.

     "Issuance" means, with respect to any Letter of Credit, the issuance,
extension of the expiry of, renewal or increase in the amount of such Letter of
Credit. "Issue," "Issued" and "Issuing" have corresponding meanings.

     "Issuance Date" has the meaning specified in Section 2.16.1(a).

     "Italian Borrower" means Tower Italia S.r.l., a corporation organized under
the laws of Italy.

     "Italian Euro Term Commitment" means, with respect to the Italian Euro Term
Lender, the commitment, if any, of such Italian Euro Term Lender to make the
Italian Euro Term Loan hereunder. The amount of the Italian Euro Term Lender's
Italian Euro Term Commitment as of the Restatement Date is ______________ Euros
[APPROXIMATELY $20,000,000].

     "Italian Euro Term Lender" means Bank of America, National Association,
Milano Branch, or any Affiliate of BofA which it may designate as the Italian
Euro Term Lender.

     "Italian Euro Term Loan" has the meaning assigned to such term in Section
2.1(c).

     "Italian Euro Term Loan Closing Date" means the date upon which all of the
conditions set forth in Section 4.3 have been satisfied.

     "Italian Euro Term Note" means a promissory note in substantially the form
of Exhibit F-5 hereto.

     "Italian Euro Term Pro Rata Share" means, when used with reference to any
Italian Euro Term Lender and any described aggregate or total amount, an amount
equal to the result obtained by multiplying such described aggregate or total
amount by a fraction, the numerator of which shall be such Italian Euro Term
Lender's then outstanding Italian Euro Term Loan and the denominator of which
shall be all then outstanding Italian Euro Term Loans.

     "Italian Euro Term Loan Maturity Date" means June 30, 2004.

     "Joint Venture" means a single-purpose corporation, partnership, limited
liability company, joint venture or other similar legal arrangement (whether
created by contract or conducted through a separate legal entity) now or
hereafter formed by the Company or any of its Subsidiaries with another Person
in order to conduct a common venture or enterprise with such Person.



                                     -105-



<PAGE>   113


     "Judgment Currency" has the meaning specified in Section 10.19.

     "LC Issuer" means (i) BofA and any other Lenders added upon the mutual
consent of the Company, each Alternate Currency Lender, each Alternate Currency
LC Issuer and the Agent, in each case not to be unreasonably withheld, and any
such Lender, (ii) with respect to the Existing Letters of Credit, the Existing
LC Issuer until BofA shall have issued Letters of Credit to replace the Existing
Letters of Credit and (iii) with respect to Alternate Currency Letters of Credit
in a particular Alternate Currency, the applicable Alternate Currency LC Issuer.

     "Lead Arranger and Book Manager" means Banc of America Securities, LLC, a
Delaware limited liability company.

     "Lender" means any of the institutions specified in the introductory clause
hereto. Unless the context otherwise clearly requires, "Lender" includes any
such institution in its capacity as Swap Provider. Unless the context otherwise
clearly requires, references to any such institution as a "Lender" shall also
include any of such institution's Affiliates that may at any time of
determination be Swap Providers.

     "Lending Office" means, (i) as to any Lender, the office or offices of such
Lender specified as its "Domestic Lending Office" or "Offshore Lending Office",
as the case may be, on Schedule 10.2, (ii) as to any Alternate Currency Lender,
the office of such Alternate Currency Lender specified in the Alternate Currency
Annex, or such other office or offices as any Lending Party may from time to
time notify the Company and the Agent.

     "Lending Party" means any Lender, Alternate Currency Lender or LC Issuer
(including any Alternate Currency LC Issuer), as the case may be.

     "Letter of Credit" means a Commercial Letter of Credit or a Standby Letter
of Credit, as the context may require or allow, including the Existing Letters
of Credit and the Alternate Currency Letters of Credit.

     "Letter of Credit Advance" means each Lender's participation in any Letter
of Credit Borrowing under Section 2.16.3.

     "Letter of Credit Amendment Application" means an application form for
amendment of outstanding Standby Letters of Credit or Commercial Letters of
Credit as shall at any time be in use at the applicable LC Issuer, as such LC
Issuer shall request.

     "Letter of Credit Application" means an application form for issuances of
Standby Letters of Credit or Commercial Letters of Credit as shall at any time
be in use at the applicable LC Issuer, as such LC Issuer shall request.




                                     -106-



<PAGE>   114


     "Letter of Credit Borrowing" means each drawing under any Letter of Credit
that is not reimbursed under Section 2.16.3 or converted into a Borrowing of
Revolving Loans under Section 2.16.3.

     "Letter of Credit Commitment" has the meaning specified in Section 2.16.1.

     "Letter of Credit Commitment Amount" means the lesser of (a) $75,000,000
plus the Effective Amount of all Letter of Credit Obligations with respect to
Alternate Currency Standby Letters of Credit and (b) the Total Commitment
Amount.

     "Letter of Credit Obligations" means the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit and (b) the aggregate amount of all
unreimbursed drawings under all Letters of Credit, whether or not outstanding,
including all outstanding Letter of Credit Borrowings.

     "Letter of Credit Related Document means the Letters of Credit, the Letter
of Credit Applications, the Letter of Credit Amendment Applications and any
other document relating to any Letter of Credit, including any of the applicable
LC Issuer's standard form documents for letter of credit Issuance.

     "Leverage Ratio" for any Reference Period means the ratio of (x) Funded
Indebtedness of the Parent and its Subsidiaries on the last day of such period
to (y) EBITDA for such period.

     "Lien" means any security interest, mortgage, deed of trust, pledge,
hypothecation, assignment, charge or deposit arrangement, encumbrance, lien
(statutory or other) or preferential arrangement of any kind or nature
whatsoever in respect of any property (including those created by, arising under
or evidenced by any conditional sale or other title retention agreement, the
interest of a lessor under a capital lease, any financing lease having
substantially the same economic effect as any of the foregoing, or the filing of
any financing statement naming the owner of the asset to which such lien relates
as debtor, under the Uniform Commercial Code or any comparable law) and any
contingent or other agreement to provide any of the foregoing, but not including
the interest of a lessor under an operating lease or the interest of a purchaser
of Permitted Receivables under any Permitted Receivables Purchase Facility.

     "Loan" means an extension of credit by a Lending Party to a Credit Party
under Article II, and may be a Base Rate Loan or an Offshore Rate Loan (each, a
"Type" of Loan), and includes any Alternate Currency Loan, Term A Dollar Loan,
Term A Euro Loan, Italian Euro Term Loan, Revolving Loan or Swingline Loan.

     "Margin Stock" means "margin stock" as such term is defined in Regulation
T, U or X of the FRB.




                                     -107-


<PAGE>   115


     "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, condition
(financial or otherwise) or prospects of the Company or the Company and its
Subsidiaries taken as a whole; (b) a material impairment of the ability of the
Company or any Subsidiary to perform under any Credit Document and to avoid any
Event of Default in each case with respect to a payment or other material
obligation; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Company or any Subsidiary of any
Credit Document.

     "Material Subsidiary" means at any time any Subsidiary of the Company
which, together with its Subsidiaries, has either (i) at least 10% of the
consolidated total assets of the Company and its Subsidiaries or (ii) at least
10% of the consolidated total revenues of the Company and its Subsidiaries for
the last full fiscal year.

     "Multiemployer Plan" means a "multiemployer plan", within the meaning of
section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes,
is making, or is obligated to make contributions or, during the preceding three
calendar years, has made, or been obligated to make, contributions.

     "Net Worth" on any date means the consolidated stockholders' equity of the
Company and its Subsidiaries on such date.

     "Non-Financial Letter of Credit" means any Standby Letter of Credit that is
not a Financial Letter of Credit.

     "Note" means a Revolving Note, a Swingline Note, or a Term Note, as the
context may require or allow.

     "Notice of Borrowing" means a notice in substantially the form of Exhibit
A.

     "Notice of Conversion/Continuation" means a notice in substantially the
form of Exhibit B.

     "Notice of Euro Conversion" means a notice substantially in the form of
Exhibit J.

     "Obligations" means all advances, debts, liabilities, obligations,
covenants and duties arising under any Credit Document owing by any Credit Party
to any Lending Party, the Agent, or any Indemnified Person, whether direct or
indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now existing or hereafter arising.

     "OECD" has the meaning specified in the definition of "Eligible Assignee."



                                     -108-




<PAGE>   116




     "Offshore Rate" means, for any Borrowing of Offshore Rate Loans for any
Interest Period, (i) with respect to Offshore Rate Loans in Dollars, the rate of
interest per annum (rounded upward, if necessary, to the next 1/100th of 1%)
determined by the Agent as the rate at which deposits in U.S. Dollars in the
approximate amount of the Offshore Rate Loan of BofA included in such Borrowing
(or, if BofA does not have a Loan included in such Borrowing, in the amount of
U.S. $5,000,000), and having a maturity comparable to such Interest Period, are
offered by BofA's Grand Cayman Branch, Grand Cayman, B.W.I. (or such other
office as may be designated by BofA) to major banks in the offshore interbank
market at approximately 9:00 a.m. (San Francisco time) two Business Days prior
to the commencement of such Interest Period; (ii) with respect to Term A Euro
Loans, the rate of interest per annum (rounded upward, if necessary, to the next
1/100th of 1%) determined by the Agent as the rate at which Euro deposits in the
approximately amount of the Offshore Rate Loan of Bank of America included in
such Borrowing (or, if BofA does not have a Loan included in such Borrowing, in
a Dollar Equivalent amount, rounded to a convenient number of approximately U.S.
$5,000,000), and having a maturity comparable to such Interest Period, are
offered by BofA's Grand Cayman Branch, Grand Cayman, B.W.I. (or such other
office as may be designated by BofA) to major banks in the offshore interbank
market at approximately 9:00 a.m. (San Francisco time) two Business Days prior
to (or on such other date as is customary in the relevant offshore interbank
market) the commencement of such Interest Period; or (iii) with respect to
Italian Euro Term Loans, the rate of interest per annum (rounded upward, if
necessary to the next 1/100th of 1%) determined by the Italian Euro Term Lender
as the rate at which Euro deposits in the approximately amount of the Offshore
Rate Loan of the Italian Euro Term Lender and having a maturity comparable to
such Interest Period, and offered by BofA's Milan Branch to major banks in the
offshore interbank market at approximately 10:00 a.m. (Milan time) the Business
Day prior to (or on such other dates as is customary in the relevant offshore
interbank market) the commencement of such Interest Period.

     The Offshore Rate shall be adjusted automatically as to all Offshore Rate
Loans then outstanding as of the effective date of any change in the Eurodollar
Reserve Percentage such that the "Offshore Rate" shall be the rate set forth
above divided by one minus the Eurodollar Reserve Percentage.

     "Offshore Rate Loan" means a Loan that bears interest based on the Offshore
Rate.

     "Organization Documents" means, for any corporation, the certificate or
articles of incorporation, the bylaws, any certificate of determination or
instrument relating to the rights of preferred shareholders of such corporation,
any shareholder rights agreement, and all applicable resolutions of the board of
directors (or any committee thereof) of such corporation.

     "Original Closing Date" means April 18, 1997.



                                     -109-




<PAGE>   117

     "Original Currency" has the meaning specified in Section 10.19.

     "Original Credit Agreement" has the meaning specified in the introductory
paragraphs hereto

     "Originating Lender" has the meaning specified in Section 10.8(d).

     "Other Taxes" means any present or future stamp, court or documentary taxes
or any other excise or property taxes, charges or similar levies which arise
from any payment made hereunder or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, this Agreement or
any other Credit Documents.

     "Parent" means Tower Automotive, Inc., a Delaware corporation.

     "Participant" has the meaning specified in Section 10.8(d).

     "PBGC" means the Pension Benefit Guaranty Corporation, or any Governmental
Authority succeeding to any of its principal functions under ERISA.

     "Pension Plan" means a pension plan (as defined in section 3(2) of ERISA)
subject to Title IV of ERISA (other than a Multiemployer Plan) which the Company
or any ERISA Affiliate sponsors, maintains, or to which it makes, is making, or
is obligated to make contributions, or in the case of a multiple employer plan
(as described in section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five (5) plan years.

     "Permitted Acquisition" means an Acquisition (i) that has been approved by
the board of directors of each of the subject Persons, (ii) in which the Person
or Persons other than the Company and its Subsidiaries that are subject to such
Acquisition are in substantially the same or related line of business as the
Company, and (iii) after giving pro forma effect to which, would not give rise
to a Default or an Event of Default and the Company would be able to incur $1 of
Permitted Additional Indebtedness.

     "Permitted Additional Indebtedness" means Indebtedness of the Company
which, after giving pro forma effect to the creation, assumption or incurrence
thereof, would not constitute a Default or Event of Default.

     "Permitted Holders" means collectively, Onex Corporation and its
Subsidiaries, J2R Partners, S.A. Johnson, Scott D. Rued, Dugald K. Campbell,
James R. Lozelle and W. H. Clement.

     "Permitted Joint Ventures" mean Joint Ventures in which the aggregate
amount of Investments by the Company and its Subsidiaries in any fiscal year
does not


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<PAGE>   118


exceed 10% of the Consolidated Tangible Assets for such fiscal year
measured as of the date of the last such Investment with respect to Joint
Ventures at any time in such fiscal year based on the last financial statements
delivered by the Company pursuant to Section 6.1.

     "Permitted Liens" has the meaning specified in Section 7.1.

     "Permitted Receivables" means all obligations of any obligor (whether now
existing or hereafter arising) under a contract for sale of goods or services by
the Company or any of its Subsidiaries, which shall include any obligation of
such obligor (whether now existing or hereafter arising) to pay interest,
finance charges or amounts with respect thereto, and, with respect to any of the
foregoing receivables or obligations, (a) all of the interest of the Company or
any of its Subsidiaries in the goods (including returned goods) the sale of
which gave rise to such receivable or obligation after the passage of title
thereto to any obligor, (b) all other Liens and property subject thereto from
time to time purporting to secure payment of such receivables or obligations,
and (c) all guarantees, insurance, letters of credit and other agreements or
arrangements of whatever character from time to time supporting or securing
payment of any such receivables or obligations.

     "Permitted Receivables Purchase Facility" means any agreement of the
Company or any of its Subsidiaries providing for sales, transfers or conveyances
of Permitted Receivables purporting to be sales (and considered sales under
GAAP) that do not provide, directly or indirectly, for recourse against the
seller of such Permitted Receivables (or against any of such seller's
Affiliates) by way of a guaranty or any other support arrangement, with respect
to the amount of such Permitted Receivables (based on the financial condition or
circumstances of the obligor thereunder), other than such limited recourse as is
reasonable given market standards for transactions of a similar type, taking
into account such factors as historical bad debt loss experience and obligor
concentration levels; provided that the aggregate gross proceeds received by the
Company and its Subsidiaries from the sale of Permitted Receivables cannot
exceed $100,000,000.

     "Permitted Swap Obligations" means all obligations (contingent or
otherwise) of the Company or any Subsidiary existing or arising under Swap
Contracts, provided that each of the following criteria is satisfied: (a) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments or assets held or reasonably anticipated by such
Person, or changes in the value of securities issued by such Person in
conjunction with a securities repurchase program not otherwise prohibited
hereunder, and not for purposes of speculation or taking a "market view;" and
(b) such Swap Contracts do not contain (i) any provision ("walk-away" provision)
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party, or (ii) with respect to any
Swap Contract that is not a Specified Swap Contract, any provision creating or
permitting the declaration of an event of default, termination event


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<PAGE>   119


or similar event upon the occurrence of an Event of Default hereunder (other
than an Event of Default under Section 8.1(a)).

     "Person" means an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture or Governmental Authority.

     "Plan" means an employee benefit plan (as defined in section 3(3) of ERISA)
which the Company or any ERISA Affiliate sponsors or maintains or to which the
Company or any ERISA Affiliate makes, is making, or is obligated to make
contributions and includes any Pension Plan.

     "Pledge Agreement" means any Pledge Agreement executed by a Pledgor for the
benefit of the Agent for the benefit of the Secured Parties in substantially the
form of Exhibit H.

     "Pledgor" means any of the Company or its Subsidiaries that is the record
owner of outstanding capital stock of a Foreign 956 Subsidiary.

     "Pricing Grid" means the applicable pricing grid set forth in Schedule 2.9.

     "Quoted Rate" means the interest rate as may be agreed upon from time to
time by the Company and the Swingline Lender.

     "Reference Period" on any date means the four fiscal quarter period then or
most recently ended.

     "Refinancing Indebtedness" means Indebtedness created or incurred for the
purpose of refinancing Indebtedness, provided that (i) the final maturity of
such Refinancing Indebtedness shall not be earlier than that of the Indebtedness
refinanced, (ii) the weighted average life of such Refinancing Indebtedness
shall not be less than that of the Indebtedness refinanced, (iii) the aggregate
principal amount of such Refinancing Indebtedness does not exceed that of the
Indebtedness refinanced plus any premium payable in connection with such
refinancing pursuant to the terms of such Indebtedness so refinanced, and (iv)
if the refinanced Indebtedness is Subordinated Indebtedness, such Refinancing
Indebtedness is also Subordinated Indebtedness.

     "Replacement Lender" has the meaning specified in Section 3.8.

     "Reportable Event" means any of the events set forth in section 4043(b) of
ERISA or the regulations thereunder, other than any such event for which the
30-day notice requirement under ERISA has been waived in regulations issued by
the PBGC.

     "Required Lenders" means at any time Lenders then holding more than 50% of
the then aggregate unpaid principal amount of the Revolving Loans, or, if no


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<PAGE>   120


amounts are outstanding, Lenders then having more than 50% of the aggregate
amount of the Revolving Commitments.

     "Required Term Lenders" means the Term Lenders the sum of whose outstanding
Term Loans (with any portion of such Term Loans denominated in Euros calculated
on a Dollar Equivalent basis, constituting greater than 50% of the total
outstanding Dollar Equivalent amount of Term Loans.

     "Requirement of Law" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.

     "Responsible Officer" means the chief executive officer or the president or
a vice president of a Person, or any other officer having substantially the same
authority and responsibility; or, with respect to compliance with financial
covenants, the chief financial officer, the treasurer or the assistant treasurer
of a Person, or any other officer having substantially the same authority and
responsibility. Unless the context otherwise clearly requires, references herein
to a "Responsible Officer" refer to a Responsible Officer of the Company.

     "Restatement Date" means the date on which all conditions precedent set
forth in Section 4.1 are satisfied or waived by all Term Lenders and the
Required Lenders (or, in the case of Section 4.1(f), waived by the Person
entitled to receive such payment).

     "Revolver Pro Rata Share" means, as to any Lender at any time, the
percentage equivalent (expressed as a decimal, rounded to the ninth decimal
place) at such time of such Lender's Revolving Commitment divided by the Total
Commitment Amount of all Lenders.

     "Revolving Commitment" has the meaning specified in Section 2.1.

     "Revolving Lender" means each Lender having a Revolving Commitment
hereunder.

     "Revolving Loan" has the meaning specified in Section 2.1.

     "Revolving Note" means a promissory note in substantially the form of
Exhibit F-1.

     "R.J. Tower (IN)" means R.J. Tower Corporation, an Indiana corporation and
a Subsidiary of the Company.

     "R.J. Tower (KY)" means R.J. Tower Corporation, a Kentucky corporation and
a Subsidiary of the Company.




                                     -113-




<PAGE>   121




     "Scheduled Italian Euro Term Repayments" means, with respect to the
principal payments on the Italian Euro Term Loan for each date set forth below,
the amount equal to the percentage of Italian Euro Term Loan made on the
Restatement Date set forth opposite thereto, as reduced from time to time
pursuant to Section 2.6:

     Scheduled Italian Euro Term Repayments

     Date                     Repayment
     ----                     ---------
     September 30, 2002         12.5%
     December 31, 2002          12.5%
     March 31, 2003             12.5%
     June 30, 2003              12.5%
     September 30, 2003         12.5%
     December 31, 2003          12.5%
     March 31, 2004             12.5%
     June 30, 2004              12.5%

     "Scheduled Term A Dollar Repayments" means, with respect to the principal
payments on the Term A Dollar Loans for each date set forth below, the amount
equal to the percentage of Term A Dollar Loans made on the Restatement Date set
forth opposite thereto, as reduced from time to time pursuant to Section 2.5,
provided that on the Euro Conversion Date, the aggregate Dollar Conversion
Amount shall be applied to reduce pro rata each of the then remaining Scheduled
Term A Dollar Repayments occurring after the Euro Conversion Date:

     Scheduled Term A Dollar Repayments

     Date                     Repayment
     ----                     ---------
     September 30, 2002         12.5%
     December 31, 2002          12.5%
     March 31, 2003             12.5%
     June 30, 2003              12.5%
     September 30, 2003         12.5%
     December 31, 2003          12.5%
     March 31, 2004             12.5%
     June 30, 2004              12.5%


     "Scheduled Term A Euro Repayments" means, with respect to the principal
payments on the Term A Euro Loans, if any, for each date occurring after the
Euro Conversion Date which would have been a date for a Scheduled Term A Dollar
Repayment had such Loans remained as a Term A Dollar Loans, the amount of Euro
(based on the Spot Rate on the Conversion Date) which is equivalent to the
Dollar amount of the reduction in the corresponding Scheduled Term A Dollar
Repayment


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<PAGE>   122

pursuant to the proviso in the definition thereof, as reduced from time to time
pursuant to Section 2.6:


     "Scheduled Term A Repayments" means, collectively, the Scheduled Term A
Dollar Repayments and the Scheduled Term A Euro Repayments.

     "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

     "Secured Parties" means, collectively, the Agent, each LC Issuer (including
each Alternate Currency LC Issuer), the Swap Providers, the Lenders, the
Alternate Currency Lenders and any other Person entitled to indemnification
pursuant to Section 10.5.

     "Senior Leverage Ratio" for any Reference Period means the ratio of (x)
total Indebtedness of the Parent and its Subsidiaries, excluding any
Subordinated Indebtedness, Approved Parent Debt which is subordinated in right
of payment to the Obligations and related Guaranty Obligations on the last day
of such period to (y) EBITDA for such period.

     "Solvent" means, as to any Person at any time, that (a) the fair value of
the property (on a going concern basis) of such Person is greater than the
amount of such Person's liabilities (including disputed, contingent and
unliquidated liabilities) as such value is established and liabilities evaluated
for purposes of Section 101(31) of the Bankruptcy Code and, in the alternative,
for purposes of the New York Uniform Fraudulent Transfer Act; (b) the present
fair saleable value of the property (on a going concern basis) of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured; (c) such Person is
able to realize upon its property and pay its debts and other liabilities
(including disputed, contingent and unliquidated liabilities) as they mature in
the normal course of business; (d) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay as such debts and liabilities mature; and (e) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute unreasonably
small capital.

     "Specified Swap Amount" means, at any time, in respect of Specified Swap
Contracts to which any Swap Provider is party, the Swap Termination Value
relating thereto; provided that for purposes of this definition, any Swap
Termination Value that is negative as to (i.e., owing by) any Swap Provider
shall be deemed equal to zero (0).

     "Specified Swap Contract" means any Swap Contract made or entered into at
any time, or in effect at any time (whether heretofore or hereafter), whether
directly or




                                     -115-



<PAGE>   123


indirectly, and whether as a result of assignment or transfer or otherwise,
between the Company or any Foreign Subsidiary of the Company and any Swap
Provider which Swap Contract is or was intended by the Company to have been
entered into, in part or entirely, for purposes of mitigating interest rate or
currency exchange risk relating to any Loan (which intent shall conclusively be
deemed to exist if the Company so represents to the Swap Provider in writing),
and as to which the final scheduled payment by the Company or such Foreign
Subsidiary is not later than the Commitment Termination Date.

     "Spot Rate" for a currency means the rate quoted (expressed as a decimal,
rounded to the fourth decimal place) to the Agent as the spot rate for the
purchase of such currency with another currency through the FX Trading Office at
approximately 10:00 a.m. (Chicago time) on the date two Business Days prior to
the date as of which the foreign exchange settlement is made.

     "Standby Letter of Credit" means a Letter of Credit other than a Commercial
Letter of Credit.

     "Subordinated Indebtedness" means unsecured indebtedness of the Company
which is subordinated in right of payment to the Obligations and which contains
terms and conditions which are acceptable to the Agent, the Required Lenders and
the Required Term Lenders in their reasonable discretion, (including terms and
conditions with respect to amounts, maturities, covenants, defaults, remedies
and subordination).

     "Subsidiary" of a Person means any corporation, association, partnership,
limited liability company, joint venture or other business entity of which more
than 50% of the voting stock, membership interests or other equity interests (in
the case of Persons other than corporations) is owned or controlled directly or
indirectly by such Person, or one or more of the Subsidiaries of such Person, or
a combination thereof. Unless the context otherwise clearly requires, references
herein to a "Subsidiary" refer to a Subsidiary of the Company.

     "Supermajority-Owned Subsidiary" means any Subsidiary of which more than
80% of the voting stock, membership interests or other equity interests is owned
directly or indirectly by the Company, or one or more of Supermajority-Owned
Subsidiaries of the Company, or any combination thereof.

     "Surety Instruments" means all letters of credit (including standby and
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.

     "Swap Contract" means any agreement, whether or not in writing, relating to
any transaction that is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap or option, bond,
note or bill option, interest rate option, forward foreign exchange transaction,
cap, collar or floor transaction,



                                     -116-




<PAGE>   124


currency swap, cross-currency rate swap, swaption, currency option or any other,
similar transaction (including any option to enter into any of the foregoing) or
any combination of the foregoing, and, unless the context otherwise clearly
requires, any master agreement relating to or governing any or all of the
foregoing.

     "Swap Provider" means any Lender, or any Affiliate of any Lender, that is
at the time of determination party to a Swap Contract with the Company or any
Foreign Subsidiary.

     "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined by the Company
based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in such Swap Contracts (which may include any Lender.)

     "Swingline Commitment Amount" has the meaning specified in Section 2.15(a).

     "Swingline Lender" means BofA.

     "Swingline Loan" has the meaning specified in Section 2.15(a).

                  "Swingline Note" means a promissory note in substantially the
form of Exhibit F-2.

     "Taxes" means any and all present or future taxes, levies, assessments,
imposts, duties, deductions, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of each Lending Party
and the Agent, respectively, franchise taxes and taxes imposed on or measured by
its net income by the jurisdiction (or any political subdivision thereof) under
the laws of which such Lending Party or the Agent, as the case may be, is
organized or maintains a lending office.

     "Temporary Cash Investments" means any investment (i) in direct obligations
issued by, or guaranteed by, the United States of America or any agency or
instrumentality thereof, provided that such obligations mature within 180 days
of the date of acquisition thereof, (ii) in time deposits or negotiable
certificates of deposit or money market securities issued by any bank or branch
having surplus of at least $500,000,000 in the aggregate at all times, payable
on demand or maturing within 180 days of the acquisition thereof; provided that
with respect to such time deposits, negotiable certificates of deposit and money
market securities, the Required Lenders and the Required Term Lenders shall have
at any time the right, upon notice to the Company, to reject any such bank as a
bank in which such Temporary Cash Investments may be made,



                                     -117-





<PAGE>   125


and (iii) investments in commercial paper rated P1 or A1 by Moody's Investors
Service, Inc. or Standard & Poor's Ratings Services, respectively, and maturing
not more than 180 days from the date of creation thereof.

     "Term A Dollar Commitment" means, with respect to any Term A Lender, the
principal amount set forth opposite such Lender's name on Schedule 2.2 hereto or
in any Assignment and Assumption Agreement under the caption "Amount of Term A
Dollar Commitment", as such commitment may be adjusted from time to time
pursuant to this Agreement, and "Term A Dollar Commitments" means such
commitments collectively, which commitments equal $305,000,000 in the aggregate
as of the date hereof.

     "Term A Dollar Facility" means the credit facility under this Agreement
evidenced by the Term A Dollar Commitments and the Term A Dollar Loans.

     "Term A Dollar Lender" means any Lender which has a Term A Dollar
Commitment or is owed a Term A Dollar Loan (or a portion thereof).

     "Term A Dollar Loan" and "Term A Dollar Loans" have the meanings assigned
to those terms in Section 2.1(b)(i).

     "Term A Dollar Note" means a promissory note substantially in the form of
Exhibit F-3.

     "Term A Dollar Pro Rata Share" means, when used with reference to any Term
A Dollar Lender and any described aggregate or total amount, an amount equal to
the result obtained by multiplying such described aggregate or total amount by a
fraction the numerator of which shall be such Term A Dollar Lender's then
outstanding Term A Dollar Loan and the denominator of which shall be all then
outstanding Term A Dollar Loans.

     "Term A Euro Facility" means the credit facility under this Agreement
evidenced by the Term A Euro Loans, if any.

     "Term A Euro Lender" means any Lender which is owed a Term A Euro Loan (or
a portion thereof).

     "Term A Euro Loan" and "Term A Euro Loans" have the meanings assigned to
those terms in Section 2.1(b)(ii).

     "Term A Euro Note" means a promissory note in substantially the form of
Exhibit F-4.

     "Term A Euro Pro Rata Share" means, when used with reference to any Term A
Euro Lender and any described aggregate or total amount, an amount equal to the
result obtained by multiplying such described aggregate or total amount by a
fraction the


                                     -118-




<PAGE>   126


numerator of which shall be such Term A Euro Lender's then outstanding Term A
Euro Loan and the denominator of which shall be all then outstanding Term A Euro
Loans.

     "Term A Loan Maturity Date" means June 30, 2004.

     "Term A Loans" means the Term A Dollar Loans and the Term A Euro Loans.

     "Term A Lenders" means the Term A Dollar Lenders and the Term A Euro
Lenders.

     "Term Lender" means either a Term A Lender or the Italian Euro Term Lender,
as the context requires, and "Term Lenders" mean the Term A Lenders and the
Italian Term Lender.

     "Term Loan" means either the Term A Loans or the Italian Euro Term Loan, as
the context requires and "Term Loans" means the Term A Loans and the Italian
Euro Term Loan.

     "Term Note" means a Term A Euro Note, Term A Dollar Note or an Italian Term
Euro Note, as the context may require or allow.

     "Termination Event" has the meaning specified in Section 8.1(e).

     "Total Commitment Amount" means Seven Hundred Fifty Million Dollars
($750,000,000), as reduced from time to time pursuant to Section 2.5 or 2.7.

     "Type" has the meaning specified in the definition of "Loan."

     "UCC" means the Uniform Commercial Code as in effect in the State of New
York.

     "Unfunded Pension Liability" means the excess of a Plan's benefit
liabilities under section 4001(a)(16) of ERISA, over the current value of that
Plan's assets, determined in accordance with the assumptions used for funding
the Pension Plan pursuant to section 412 of the Code for the applicable plan
year.

     "United States" and "U.S." each means the United States of America.

     "Valuation Date" means any date on which the Agent determines the Dollar
Equivalent of any Alternate Currency Loans or Alternate Currency Letter of
Credit Obligations pursuant to Section 2.17(f).

     "Wholly-Owned Subsidiary" means any corporation in which (other than
directors' qualifying shares and/or other nominal amounts of shares that are
required to be held by Persons other than the Company (or its other Wholly-Owned
Subsidiaries, as



                                     -119-



<PAGE>   127



applicable) under Requirements of Law) 100% of the capital stock of each class
having ordinary voting power, and 100% of the capital stock of every other
class, in each case, at the time as of which any determination is being made, is
owned, beneficially and of record, by the Company, or by one or more of the
other Wholly-Owned Subsidiaries, or both.

     "Year 2000 Problem" has the meaning specified in Section 4.1(j).





                                     -120-