<PAGE>   1
                                                                   EXHIBIT 10.a

                                                                 CONFORMED COPY


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                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 1, 1995


                                      Among


                           BW/IP INTERNATIONAL, INC.,


                    THE FINANCIAL INSTITUTIONS NAMED HEREIN,



                               CITICORP USA, INC.,
                                    as Agent,


                                       and


                               ABN AMRO BANK N.V.,
                                   as Co-Agent





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<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      Page
<S>              <C>                                                                  <C>
                                        ARTICLE I
                             DEFINITIONS AND ACCOUNTING TERMS.......................    1

SECTION 1.01.    Certain Defined Terms..............................................    1
SECTION 1.02.    Computation of Time Periods........................................   21
SECTION 1.03.    Accounting Terms...................................................   21
SECTION 1.04.    Currency Equivalents Generally.....................................   22

                                        ARTICLE II
                            AMOUNTS AND TERMS OF THE ADVANCES.......................   22

SECTION 2.01.    The Committed Advances.............................................   22
SECTION 2.02.    Making the Committed Advances......................................   23
SECTION 2.03.    The Bid Advances...................................................   28
SECTION 2.04.    Fees...............................................................   32
SECTION 2.05.    Optional Increase of the Commitments...............................   33
SECTION 2.06.    Reduction of the Commitments.......................................   35
SECTION 2.07.    Repayment of the Committed Advances................................   35
SECTION 2.08.    Interest on the Committed Advances.................................   35
SECTION 2.09.    Interest Rate Determination........................................   36
SECTION 2.10.    Voluntary Conversion or Continuation of Committed Advances.........   37
SECTION 2.11.    Prepayments........................................................   38
SECTION 2.12.    Increased Costs, Etc...............................................   39
SECTION 2.13.    Payments and Computations..........................................   42
SECTION 2.14.    Taxes..............................................................   45
SECTION 2.15.    Sharing of Payments, Etc...........................................   48
SECTION 2.16.    Evidence of Debt...................................................   49
SECTION 2.17.    Currency Equivalents...............................................   50
SECTION 2.18.    Letters of Credit..................................................   50
SECTION 2.19.    Use of Proceeds....................................................   61

                                       ARTICLE III
                                  CONDITIONS OF LENDING.............................   61

SECTION 3.01.    Conditions Precedent to Initial Advances...........................   61
SECTION 3.02.    Conditions Precedent to Each Committed Borrowing...................   65
SECTION 3.03.    Conditions to All Letters of Credit................................   65
SECTION 3.04.    Conditions Precedent to Each Bid Borrowing.........................   66

                                        ARTICLE IV
                              REPRESENTATIONS AND WARRANTIES........................   66

SECTION 4.01.    Due Incorporation, Etc.............................................   66
SECTION 4.02.    Authorization of Borrowing, Etc....................................   66
SECTION 4.03.    Financial Condition................................................   67
SECTION 4.04.    Absence of Litigation; Litigation Description......................   68
</TABLE>



                            (i)
<PAGE>   3
<TABLE>
<S>              <C>                                                                  <C>
SECTION 4.05.    Payment of Taxes...................................................   68
SECTION 4.06.    Governmental Regulation............................................   68
SECTION 4.07.    Not a Purpose Credit...............................................   68
SECTION 4.08.    ERISA..............................................................   69
SECTION 4.09.    Disclosure.........................................................   69
SECTION 4.10.    Insurance..........................................................   70
SECTION 4.11.    Environmental Matters..............................................   70
SECTION 4.12.    Performance of Agreements..........................................   70

                                        ARTICLE V
                                 COVENANTS OF THE COMPANY...........................   71

SECTION 5.01.    Affirmative Covenants..............................................   71
SECTION 5.02.    Negative Covenants.................................................   77

                                        ARTICLE VI
                                    EVENTS OF DEFAULT...............................   92

SECTION 6.01.    Events of Default..................................................   92
SECTION 6.02.    Actions in Respect of Letters of Credit............................   96

                                       ARTICLE VII
                                THE AGENT AND THE CO-AGENT..........................   97

SECTION 7.01.    Authorization and Action...........................................   97
SECTION 7.02.    Agent's and Co-Agent's Reliance, Etc...............................   98
SECTION 7.03.    CUSA, ABN AMRO and Affiliates......................................   99
SECTION 7.04.    Lender Credit Decision.............................................   99
SECTION 7.05.    Indemnification....................................................   99
SECTION 7.06.    Successor Agent....................................................  100

                                       ARTICLE VIII
                                   THE PARENT GUARANTY..............................  100

SECTION 8.01.    Guaranty of the Guarantied Obligations.............................  100
SECTION 8.02.    Liability of the Company...........................................  101
SECTION 8.03.    Waivers by the Company.............................................  104
SECTION 8.04.    Payment by the Company.............................................  105
SECTION 8.05.    Subrogation........................................................  105
SECTION 8.06.    Subordination of Other Obligations.................................  106
SECTION 8.07.    Expenses...........................................................  106
SECTION 8.08.    Continuing Guaranty; Termination of Parent Guaranty................  107
SECTION 8.09.    Authority of the Company or the Borrowers..........................  107
SECTION 8.10.    Financial Condition of the Borrowers...............................  107
SECTION 8.11.    Rights Cumulative..................................................  107
SECTION 8.12.    Bankruptcy; Post-Petition Interest; Reinstatement of the Parent
                 Guaranty...........................................................  108
SECTION 8.13.    Set Off............................................................  109
SECTION 8.14.    Successors and Assigns.............................................  109
SECTION 8.15.    Further Assurances.................................................  109

                                        ARTICLE IX
</TABLE>



                            (ii)
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                      Page
<S>                                                                                   <C>
                                      MISCELLANEOUS.................................  110
SECTION 9.01.    Amendments, Etc....................................................  110
SECTION 9.02.    Notices, Etc.......................................................  110
SECTION 9.03.    No Waiver; Remedies................................................  111
SECTION 9.04.    Costs, Expenses and Taxes..........................................  111
SECTION 9.05.    Right of Setoff....................................................  112
SECTION 9.06.    Judgment...........................................................  112
SECTION 9.07.    Binding Effect.....................................................  113
SECTION 9.08.    Assignments, Designations and Participations.......................  113
SECTION 9.09.    Consent to Jurisdiction............................................  120
SECTION 9.10.    Waiver of Jury Trial...............................................  120
SECTION 9.11.    Governing Law......................................................  121
SECTION 9.12.    Execution in Counterparts..........................................  121
SECTION 9.13.    Indemnification....................................................  121
SECTION 9.14.    Confidentiality....................................................  122
SECTION 9.15.    Independence of Covenants..........................................  123
SECTION 9.16.    Survival of Warranties and Certain Agreements......................  123
SECTION 9.17.    Severability.......................................................  123
SECTION 9.18.    Headings...........................................................  123
</TABLE>



                                      (iii)
<PAGE>   5
                                    EXHIBITS

EXHIBIT A      -  FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT B      -  FORM OF BORROWER DESIGNATION AND ACCEPTANCE
EXHIBIT C      -  FORM OF NOTICE OF COMMITTED BORROWING
EXHIBIT D      -  FORM OF NOTICE OF BID BORROWING
EXHIBIT E      -  FORM OF DESIGNATION AGREEMENT
EXHIBIT F-1 -     FORM OF PROMISSORY NOTE (COMMITTED ADVANCES)
EXHIBIT F-2 -     FORM OF PROMISSORY NOTE (BID ADVANCES)
EXHIBIT G      -  FORM OF NOTICE OF ISSUANCE OF LETTER OF
                  CREDIT
EXHIBIT H      -  FORM OF LETTER OF CREDIT
EXHIBIT I      -  FORM OF OPINION OF DEBEVOISE & PLIMPTON
EXHIBIT J      -  FORM OF OPINION OF SENIOR COUNSEL OF BORROWER
EXHIBIT K      -  FORM OF OPINION OF O'MELVENY & MYERS
EXHIBIT L      -  SUBSIDIARY GUARANTY
EXHIBIT M      -  FORM OF INCREASED COMMITMENT ACCEPTANCE
EXHIBIT N      -  FORM OF NEW COMMITMENT ACCEPTANCE
EXHIBIT O      -  SUBORDINATION PROVISIONS



                                   SCHEDULES

SCHEDULE 1.01(A)     -  ADDRESS OF LENDER'S OFFICES
SCHEDULE 1.01(B)     -  DESIGNATED SUBSIDIARIES
SCHEDULE 1.01(C)     -  EXISTING LETTERS OF CREDIT
SCHEDULE 4.01        -  GOOD STANDING JURISDICTIONS
SCHEDULE 5.02(a)     -  EXISTING DEBT OF BORROWER &
                        SUBSIDIARIES
SCHEDULE 5.02(c)(v)  -  EXISTING JOINT VENTURES
SCHEDULE 5.02(d)(x)  -  SURETY & PERFORMANCE BONDS
SCHEDULE 5.02(m)     -  EXISTING AFFILIATE AGREEMENTS



                                      (iv)
<PAGE>   6
                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 1, 1995


                  BW/IP INTERNATIONAL, INC., a Delaware corporation (the
"Company"), as a Borrower and Parent Guarantor, the financial institutions (the
"Financial Institutions") listed on the signature pages hereof, CITICORP USA,
INC. ("CUSA"), as agent (the "Agent") for the Lenders hereunder, and ABN AMRO
BANK ("ABN AMRO") N.V., as co-agent for the Lenders hereunder (the "Co-Agent")
agree as follows:


                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. CERTAIN DEFINED TERMS. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "ACCEPTED LENDER" has the meaning specified in
         Section 2.05.

                  "ADJUSTED CONSOLIDATED TOTAL DEBT" means Consolidated Total
         Debt minus 50% of the aggregate amount of Minority Interest Subsidiary
         Debt; provided that Minority Interest Subsidiary Debt shall not be
         subtracted to the extent that the Company or another Subsidiary of the
         Company has a Contingent Obligation with respect to such Minority
         Interest Subsidiary Debt.

                  "ADVANCE" means a Committed Advance or a Bid
         Advance.

                  "ALTERNATIVE CURRENCY" means any currency other than a Major
         Currency that in the opinion of the Majority Lenders is freely traded
         in the offshore interbank foreign exchange markets and is freely
         transferable and freely convertible into Dollars and in which dealings
         in deposits are carried out on the London interbank market.

                  "APPLICABLE LENDING OFFICE" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance, such Lender's Eurocurrency Lending Office in the case of
         a Eurocurrency Advance and, in the case of a Bid Advance which is not a
         Eurocurrency Advance, the office of such Lender notified by such Lender
         to the Agent as its Applicable Lending Office with respect to such Bid
         Advance.



                                        1
<PAGE>   7
                  "APPLICABLE MARGIN" means, for any date of determination, (i)
         0.215% per annum if Level 1 is applicable, (ii) 0.275% per annum if
         Level 2 is applicable, (iii) 0.325% per annum if Level 3 is applicable,
         (iv) 0.425% per annum if Level 4 is applicable and (v) 0.50% per annum
         if Level 5 is applicable. For purposes of this definition, (a) if any
         change in the rating established by S&P or Moody's with respect to
         Long-Term Debt shall result in a change in the Level, the change in the
         Applicable Margin shall be effective as of the date on which such
         rating change is publicly announced and (b) if any change in the
         Company's Leverage shall result in a change in the Level, the change in
         the Applicable Margin shall be effective as of the last date of the
         period covered by the financial statements delivered by the Company
         pursuant to Section 5.01(a) hereof reflecting such change in Leverage;
         provided that there shall not be a change in the Applicable Margin with
         respect to a Eurocurrency Advance if the Eurocurrency Interest Period
         for such Eurocurrency Advance ends prior to the date of delivery of
         such financial statements.

                  "ARRANGER" means Citicorp Securities, Inc.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Agent, in substantially the form of EXHIBIT A hereto.

                  "BANKRUPTCY CODE" means Title 11 of the United States Code
         entitled "Bankruptcy" as now and hereafter in effect, or any successor
         statute.

                  "BASE RATE" means, for any period, a fluctuating interest rate
         per annum as shall be in effect from time to time which rate per annum
         shall at all times be equal to the highest of:

                           (a)      the rate of interest announced publicly
                  by Citibank in New York, New York, from time to
                  time, as Citibank's base rate; or

                           (b)      1/2 of one percent per annum above the
                  latest three-week moving average of secondary market morning
                  offering rates in the United States for three-month
                  certificates of deposit of major United States money market
                  banks, such three-week moving average being determined weekly
                  on each Monday (or, if any such date is not a Business Day, on
                  the next succeeding Business Day) for the three-week period
                  ending on the previous Friday by Citibank on the basis of such
                  rates reported by



                                        2
<PAGE>   8
                  certificate of deposit dealers to and published by the Federal
                  Reserve Bank of New York or, if such publication shall be
                  suspended or terminated, on the basis of quotations for such
                  rates received by Citibank from three New York certificate of
                  deposit dealers of recognized standing selected by Citibank,
                  in either case adjusted to the nearest 1/16 of one percent or,
                  if there is no nearest 1/16 of one percent, to the next higher
                  1/16 of one percent; or

                           (c)      for any day 1/2 of one percent per annum
                  above the Federal Funds Rate.

                  "BASE RATE ADVANCE" means a Committed Advance which bears
         interest at a rate per annum determined on the basis of the Base Rate,
         as provided in Section 2.08(a).

                  "BID ADVANCE" means an advance by a Lender to a Borrower as
         part of a Bid Borrowing resulting from the auction bidding procedure
         described in Section 2.03(a).

                  "BID BORROWING" means a borrowing consisting of simultaneous
         Bid Advances of the same Type from each of the Lenders whose offer to
         make one or more Bid Advances as part of such borrowing has been
         accepted by a Borrower under the auction bidding procedure described in
         Section 2.03(a).

                  "BID REDUCTION" has the meaning specified in
         Section 2.01(a).

                  "BORROWER" means (i) the Company, in the Company's capacity as
         a borrower hereunder or (ii) any Designated Subsidiary, and "BORROWERS"
         means the Company and all Designated Subsidiaries, collectively.

                  "BORROWER DESIGNATION AND ACCEPTANCE" means a designation by
         the Company of a Designated Subsidiary, and the acceptance of such
         Subsidiary of its designation by the Company, as a Borrower under this
         Agreement, and the Agent's consent to such designation, in
         substantially the form of EXHIBIT B hereto.

                  "BORROWING" means a Committed Borrowing or a Bid
         Borrowing.

                  "BUSINESS DAY" means a day of the year on which banks are not
         required or authorized to close in New York City and if the applicable
         Business Day relates to any Eurocurrency Advances, on which dealings
         are carried on in the London interbank market and on which



                                        3
<PAGE>   9
         banks are open for business in the country of issue of the currency of
         such Eurocurrency Advance (if other than Dollars).

                  "CAPITAL LEASE OBLIGATION" means, with respect to any lease of
         property which, in accordance with GAAP, should be capitalized on the
         lessee's balance sheet or for which the amount of the assets and
         liabilities thereunder, if so capitalized, should be disclosed in a
         note to such balance sheet, the amount of the liability which should be
         so capitalized or disclosed.

                  "CHANGE OF CONTROL" means the acquisition by any Person, or
         two or more Persons acting in concert, in each case excluding Holding,
         of beneficial ownership (within the meaning of Rule 13d-3 of the
         Exchange Act) of 40% or more of the outstanding shares of voting stock
         of Holding or the Company.

                  "CITIBANK" means Citibank, N.A.

                  "CLOSING DATE" means the date and time on or before December
         1, 1995 on which all of the closing conditions in Article III are
         satisfied.

                  "COMMERCIAL LETTER OF CREDIT" means any letter of credit
         issued for the account of a Borrower for the purpose of providing the
         principal payment mechanism in connection with the purchase of goods by
         the Company or any of its Subsidiaries in the ordinary course of
         business.

                  "COMMITMENT" has the meaning specified in Section
         2.01(a).

                  "COMMITTED ADVANCE" means an advance by a Lender to a Borrower
         as part of a borrowing consisting of simultaneous Advances from each of
         the Lenders pursuant to Section 2.01.

                  "COMMITTED BORROWING" means a borrowing consisting of
         simultaneous Committed Advances made by each of the Lenders pursuant to
         Section 2.01(b).

                  "COMPANY" means BW/IP International, Inc., a Delaware
         corporation, in its capacity as a Borrower hereunder, in its capacity
         as Parent Guarantor hereunder or both, as the context may require.

                  "CONSOLIDATED FIXED CHARGES" means, for any period, (i) total
         net interest expense (including any interest expense or discount of the
         Company or any of its Subsidiaries associated with any sale or other



                                        4
<PAGE>   10
         financing of accounts permitted under Section 5.02(n)) plus (ii) the
         sum of the payments of principal that were scheduled to be made by the
         Company and its Subsidiaries during such period including payments with
         respect to Capital Lease Obligations plus (iii) operating lease
         payments, all on a consolidated basis for the Company and its
         Subsidiaries.

                  "CONSOLIDATED GROSS CASH FLOW" means, for any period, (i) the
         sum of (A) net income, plus (B) net interest expense (including any
         interest expense or discount of the Company or any of its Subsidiaries
         associated with any sale or other financing of accounts permitted under
         Section 5.02(n)), plus (C) depreciation expense, plus (D) amortization
         expense of goodwill and financing costs, plus (E) operating lease
         payments and payments made in respect of Capital Lease Obligations,
         plus (F) extraordinary losses, plus (G) Federal, state, local and
         foreign income tax expense, plus (H) other non-cash charges that could
         never be converted to cash to the extent deducted from net income minus
         (ii) extraordinary gains, all of the foregoing shall be on a
         consolidated basis for the Company and its Subsidiaries.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
         income of the Company and its Subsidiaries on a consolidated basis for
         such period determined in accordance with GAAP.

                  "CONSOLIDATED TANGIBLE NET WORTH" of any Person means the
         consolidated shareholders' equity of such Person and its consolidated
         Subsidiaries determined in accordance with GAAP (but without taking
         into account any adjustments for the effects of foreign currency
         translation pursuant to Statement No. 52 of the Financial Accounting
         Standards Board, or any similar statement issued in substitution
         therefor), minus, without duplication, the carrying value of goodwill,
         debt issuance costs and any covenant not to compete, capitalized
         organizational expenses, intellectual property and licenses therefor
         and rights therein, and other similar intangibles, and any other items
         which are treated as intangibles in conformity with GAAP (except for
         prepaid expenses).

                  "CONSOLIDATED TOTAL ASSETS" means, as of any date of
         determination, all assets that should be reflected as assets on a
         consolidated balance sheet of the Company and its Subsidiaries on such
         date prepared in accordance with GAAP.



                                        5
<PAGE>   11
                  "CONSOLIDATED TOTAL CAPITALIZATION" means Consolidated Total
         Assets minus (i) Consolidated Total Liabilities, plus (ii) Adjusted
         Consolidated Total Debt.

                  "CONSOLIDATED TOTAL DEBT" means items (i), (ii), (iii) and
         (iv) of the definition of Debt plus the aggregate amount of liability
         assumed or net cash proceeds received with respect to outstanding
         accounts receivables subject to a Receivables Program in a sale or
         other financing of accounts permitted by Section 5.02(n)(iii), all on a
         consolidated basis for the Company and its Subsidiaries.

                  "CONSOLIDATED TOTAL LIABILITIES" means, as of any date of
         determination, all liabilities that should be reflected as liabilities
         on a consolidated balance sheet of Company and its Subsidiaries on such
         date prepared in accordance with GAAP.

                  "CONTINGENT OBLIGATION", as applied to any Person, means any
         direct or indirect liability, contingent or otherwise, of the Person
         with respect to any Debt, lease, dividend, letter of credit or other
         obligation of another, including, without limitation, any such
         obligation directly or indirectly guarantied, endorsed (other than for
         collection or deposit in the ordinary course of business), co-made, or
         discounted or sold with recourse by that Person, or in respect of which
         that Person is otherwise directly or indirectly liable, including
         without limitation, any such obligation for which that Person is in
         effect liable through any agreement (contingent or otherwise) to
         purchase, repurchase or otherwise acquire such obligation or any
         security therefor, or to provide funds for the payment or discharge of
         such obligation (whether in the form of loans, advances, stock
         purchases, capital contributions or otherwise), or to maintain the
         solvency or any balance sheet item, level of income or other financial
         condition of the obligor of such obligation, or to make payment for any
         products, materials or supplies or for any transportation, services or
         lease regardless of the non-delivery or non-furnishing thereof, in any
         case if the purpose or intent of such agreement is to provide assurance
         that such obligation will be paid or discharged, or that any agreements
         relating thereto will be complied with, or that the holders of such
         obligation will be protected (in whole or in part) against loss in
         respect thereof. The amount of any Contingent Obligation shall be equal
         to the amount of the obligation so guarantied or otherwise supported.



                                        6
<PAGE>   12
                  "CONVERT," "CONVERSION" and "CONVERTED" each refers to a
         conversion of Advances of one Type into Advances of another Type
         pursuant to Section 2.10.

                  "DEBT" means, without duplication, (i) indebtedness for
         borrowed money, (ii) obligations evidenced by bonds (other than
         performance bonds), debentures, notes or other similar instruments,
         (iii) obligations to pay the deferred purchase price of property or
         services (other than trade payables incurred in the ordinary course of
         business and not more than 60 days past due or being contested in good
         faith by appropriate proceedings), (iv) Capital Lease Obligations, (v)
         obligations under direct or indirect guaranties in respect of, and
         obligations (contingent or otherwise) to purchase or otherwise acquire,
         or otherwise to assure a creditor against loss in respect of,
         indebtedness or obligations of others of the kinds referred to in
         clauses (i) through (iv) above, and (vi) liabilities in respect of
         unfunded vested benefits under plans covered by Title IV of ERISA.

                  "DESIGNATED BIDDER" means (i) an Eligible Assignee or (ii) a
         special purpose corporation which is engaged in making, purchasing or
         otherwise investing in commercial loans in the ordinary course of its
         business and that issues (or the parent of which issues) commercial
         paper rated at least "Prime-1" by Moody's or "A-1" by S&P or a
         comparable rating from the successor or either of them, that, in either
         case, (w) is organized under the laws of the United States or any State
         thereof, (x) shall have become a party hereto pursuant to Section
         9.08(d), (e) and (f), (y) is not otherwise a Lender and (z) shall have
         been consented to by the Company, which consent shall not be
         unreasonably withheld.

                  "DESIGNATED ISSUER" means a financial institution which has
         been designated by a Lender as such Lender's "Designated Issuer" for
         purposes of issuing Letters of Credit and (x) in the case of a Lender
         which is a party to this Agreement on the Closing Date, which has
         executed this Agreement and (y) in each case shall have been consented
         to by the Company, which consent shall not be unreasonably withheld.

                  "DESIGNATED SUBSIDIARY" means each Subsidiary of the Company
         (x) which has been designated by the Company as a Borrower under this
         Agreement, (y) which is listed on SCHEDULE 1.01(B) or is acceptable to
         Agent and 100% of the Lenders (which acceptance shall not be
         unreasonably withheld) and (z) which has evidenced corporate acceptance
         of such designation by executing



                                        7
<PAGE>   13
         and delivering to the Agent a Borrower Designation and
         Acceptance.

                  "DESIGNATION AGREEMENT" means a designation agreement entered
         into by a Lender (other than a Designated Bidder) and a Designated
         Bidder, and accepted by the Agent, in substantially the form of
         EXHIBIT E hereto.

                  "DOLLARS" and the sign "$" each means lawful money of the
         United States of America.

                  "DOMESTIC LENDING OFFICE" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on SCHEDULE 1.01(A) hereto or in the Assignment and
         Acceptance or New Commitment Acceptance pursuant to which it became a
         Lender, or such other office of such Lender as such Lender may from
         time to time specify to the Borrowers and the Agent.

                  "DUTCH FACILITY" means the unsecured Dutch Guilder 50,000,000
         Credit Agreement, dated July 5, 1991, as amended, between BW/IP
         International B.V. and ABN AMRO Bank N.V. (formerly Algemene Bank
         Nederland N.V.) and the guaranty executed and delivered in connection
         therewith by the Company.

                  "ELIGIBLE ASSIGNEE" means any financial institution or entity
         engaged in the business of extending credit or buying loans approved in
         writing by the Company and the Agent as an Eligible Assignee for
         purposes of this Agreement, provided that the Company's approval shall
         not be unreasonably withheld.

                  "ENVIRONMENTAL LAW" means any and all statutes, laws,
         regulations, ordinances, rules, judgments, orders, decrees, permits,
         concessions, grants, franchises, licenses, agreements or other
         governmental restrictions of any federal, state or local governmental
         authority within the United States or any State or Territory thereof
         and which relate to the environment or the release of any materials
         into the environment.

                  "EQUITY PROCEEDS" means, as of any date of determination, the
         aggregate amount of the net proceeds received by the Company from the
         sale or sales of, or capital contributions with respect to, its or
         Holding's common stock, preferred stock or other capital stock or
         rights, options or warrants therefor, after deduction of costs,
         discounts and commissions incurred in



                                        8
<PAGE>   14
         connection with such sale or sales, to such date of determination.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA AFFILIATE" means any Person who for purposes of Title
         IV of ERISA is a member of the Company's controlled group, or under
         common control with the Company, within the meaning of Section 414 of
         the Code and the regulations promulgated and rulings issued thereunder.

                  "ERISA EVENT" means (i) the occurrence of a reportable event,
         within the meaning of Section 4043 of ERISA, unless the 30-day notice
         requirement with respect thereto has been waived by the PBGC; (ii) the
         provision by the administrator of any Pension Plan of a notice of
         intent to terminate such Pension Plan, pursuant to Section 4041(a)(2)
         of ERISA (including any such notice with respect to a plan amendment
         referred to in Section 4041(e) of ERISA); (iii) the cessation of
         operations at a facility in the circumstances described in Section
         4068(f) of ERISA; (iv) the withdrawal by the Company or an ERISA
         Affiliate from a Multiple Employer Plan during a plan year for which it
         was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
         (v) the failure by the Company or any ERISA Affiliate to make a payment
         to a Pension Plan required under Section 302(f)(1) of ERISA, which
         Section imposes a lien for failure to make required payments; (vi) the
         adoption of an amendment to a Pension Plan requiring the provision of
         security to such Pension Plan, pursuant to Section 307 of ERISA; or
         (vii) the institution by the PBGC of proceedings to terminate a Pension
         Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event
         or condition which, in the reasonable judgment of the Company, might
         constitute grounds under Section 4042 of ERISA for the termination of,
         or the appointment of a trustee to administer, a Pension Plan.

                  "EUROCURRENCY ADVANCE" means a Committed Advance which bears
         interest at a rate per annum determined on the basis of the
         Eurocurrency Rate, as provided in Section 2.08(b), or a Bid Advance
         which bears interest at a rate per annum determined on the basis of the
         Eurocurrency Rate, as provided in Section 2.03(a).

                  "EUROCURRENCY INTEREST PERIOD" means, for any Eurocurrency
         Advance, the period commencing on the date



                                        9
<PAGE>   15
         of such Advance or, if applicable, the date of any Conversion of any
         Advance (pursuant to Section 2.10) into such an Advance or any
         continuance of any Advance and ending on the last day of the period
         determined pursuant to the provisions below and in Section 2.13(f). The
         duration of the Eurocurrency Interest Period for any Eurocurrency
         Advance which is a Committed Advance shall be one, two, three or six
         or, if available to all of the Lenders (as determined by each of them
         in its sole judgment), 12 months and the duration of the Eurocurrency
         Interest Period for any Eurocurrency Advance which is a Bid Advance
         shall be a period of whole months ranging from one month to 12 months
         in duration, in each case, as the applicable Borrower may select in the
         applicable Notice of Committed Borrowing or Notice of Bid Borrowing.
         The Agent shall promptly advise the Lenders of the Eurocurrency
         Interest Period determined as above provided for the Eurocurrency
         Advances comprising each Borrowing.

                  "EUROCURRENCY LENDING OFFICE" means, with respect to any
         Lender, the office of such Lender specified as its "Eurocurrency
         Lending Office" opposite its name on SCHEDULE 1.01(A) hereto or in the
         Assignment and Acceptance or New Commitment Acceptance pursuant to
         which it became a Lender (or, if no such office is specified, its
         Domestic Lending Office), or such other office of such Lender as such
         Lender may from time to time specify to the Borrowers and the Agent.

                  "EUROCURRENCY LIABILITIES" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "EUROCURRENCY RATE" means, for any Eurocurrency Interest
         Period for each Eurocurrency Advance comprising part of the same
         Committed Borrowing or the same Bid Borrowing, as the case may be, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (i) the average (rounded upward to the nearest whole multiple
         of 1/16 of 1% per annum, if such average is not such a multiple) of the
         rate per annum at which deposits in Dollars or in the relevant Major
         Currency or Alternative Currency are offered by the principal office of
         the Eurocurrency Reference Banks in London, England to prime banks in
         the London interbank market at 11:00 A.M. (London time) two Business
         Days before the first day of such Eurocurrency Interest Period in an
         amount substantially equal to the amount of such Borrowing and for a
         period equal to such Eurocurrency Interest Period by (ii) a percentage
         equal to 100%



                                       10
<PAGE>   16
         minus the Eurocurrency Reserve Percentage. The Eurocurrency Rate for
         any Eurocurrency Interest Period for each Eurocurrency Advance
         comprising part of the same Borrowing shall be determined by the Agent
         on the basis of applicable rates furnished to and received by the Agent
         from the Eurocurrency Reference Banks two Business Days before the
         first day of such Eurocurrency Interest Period, subject, however, to
         the provisions of Section 2.09.

                  "EUROCURRENCY REFERENCE BANKS" means Citibank, Bank of America
         National Trust and Savings Association and ABN AMRO Bank N.V.

                  "EUROCURRENCY RESERVE PERCENTAGE" of any Lender for any
         Eurocurrency Interest Period for any Eurocurrency Advance means the
         reserve percentage applicable during such Eurocurrency Interest Period
         (or if more than one such percentage shall be so applicable, the daily
         average of such percentages for those days in such Eurocurrency
         Interest Period during which any such percentage shall be so
         applicable) under regulations issued from time to time by the Board of
         Governors of the Federal Reserve System (or any successor) or, with
         respect to any Eurocurrency Advance denominated in a Major Currency
         other than Dollars or an Alternative Currency, any Governmental
         Authority having jurisdiction with respect to such currency, for
         determining the maximum reserve requirement (including, without
         limitation, any emergency, supplemental or other marginal reserve
         requirement) for such Lender with respect to liabilities or assets
         consisting of or including Eurocurrency Liabilities having a term equal
         to such Eurocurrency Interest Period.

                  "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

                  "EXISTING CREDIT AGREEMENT" means the Credit Agreement dated
         as of August 23, 1991 among the Company, the lenders named therein and
         Citibank, N.A., as agent, as amended to the date hereof.

                  "EXISTING LETTERS OF CREDIT" means the letters of credit
         issued pursuant to the Existing Credit Agreement that have not been
         drawn upon or expired as of the Closing Date and are listed on SCHEDULE
         1.01(C) hereto.

                  "FEDERAL FUNDS RATE" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds



                                       11
<PAGE>   17
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day which is
         a Business Day, the average of the quotations for such day on such
         transactions received by the Agent from three Federal funds brokers of
         recognized standing selected by it.

                  "FINANCIAL STANDBY LETTER OF CREDIT" means any Standby Letter
         of Credit that is not a Performance Standby Letter of Credit.

                  "FIXED RATE" means, for the period for each Fixed Rate Advance
         comprising part of the same Bid Borrowing, the fixed interest rate per
         annum determined for such Advance, as provided in Section 2.03(a).

                  "FIXED RATE ADVANCE" means a Bid Advance which bears interest
         at a fixed rate per annum determined as provided in Section 2.03(a).

                  "GAAP" means generally accepted accounting principles set
         forth in the opinions and pronouncements of the Accounting Principles
         Board of the American Institute of Certified Public Accountants and
         statements and pronouncements of the Financial Accounting Standards
         Board or in such other statements by such other entity as may be
         approved by a significant segment of the 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 and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "GUARANTIED OBLIGATIONS" has the meaning specified in Section
         8.01.


                  "HOLDING" means BW/IP, Inc., a Delaware corporation and the
         Company's parent.


                  "INCREASE DATE" has the meaning specified in Section 2.05.

                  "INCREASED COMMITMENT ACCEPTANCE" means an acceptance of a
         Proposed Increased Commitment entered



                                       12
<PAGE>   18
         into by a Lender and accepted by the Agent, in substantially the form 
         of EXHIBIT M hereto.

                  "INCREASE REMAINDER" has the meaning specified in Section
         2.05.

                  "INSUFFICIENCY" means the amount of outstanding unfunded
         benefit liabilities under Section 4001(a)(18) of ERISA plus, in the
         case of a terminated Pension Plan, any liability owed under Section
         4062(c) of ERISA (excluding interest).

                  "INVESTMENT", as applied to any Person means any direct or
         indirect purchase or other acquisition by that Person of, or a
         beneficial interest in, stock or other Securities of any other Person,
         or any direct or indirect loan, advance (other than advances to
         employees or consultants for moving and travel expenses, drawing
         accounts and similar expenditures in the ordinary course of business)
         or capital contribution by that Person to any other Person, including
         all Debt and accounts receivable from that other Person which are not
         current assets or did not arise from sales to that other Person in the
         ordinary course of business. The amount of any Investment shall be the
         original cost of such Investment plus the cost of all additions
         thereto, without any adjustments for increases or decreases in value,
         or write-ups, write-downs or write-offs with respect to such
         Investment.

                  "ISSUING BANK" means (i) with respect to Syndicated Letters of
         Credit each of the Lenders acting severally, and not any single Lender
         individually, either directly or through its Designated Issuer,
         pursuant to the procedures and on the terms and conditions described in
         Section 2.18 (other than Section 2.18(c)), (ii) with respect to
         Non-Syndicated Letters of Credit, Citibank, acting either directly or
         through its Designated Issuer and (iii) with respect to the Existing
         Letters of Credit, the Lenders that have issued such Existing Letters
         of Credit, acting either directly or through their respective
         Designated Issuers.

                  "JOINT VENTURE" means a joint venture, partnership or other
         similar arrangement, whether in corporate, partnership or other legal
         form; provided that in no event shall any corporate Subsidiary of any
         Person be considered to be a Joint Venture to which such Person is a
         party.

                  "LENDERS" means the Financial Institutions and each Eligible
         Assignee and Accepted Lender that shall



                                       13
<PAGE>   19
         become a party hereto pursuant to Section 9.08 and, except when used in
         reference to a Committed Advance, a Committed Borrowing, a Commitment
         or a related term, each Designated Bidder.

                  "LETTERS OF CREDIT" means Standby Letters of Credit and
         Commercial Letters of Credit issued by the Issuing Banks for the
         account of a Borrower pursuant to Section 2.18.

                  "LETTER OF CREDIT USAGE" means, as at any date of
         determination, the sum of (i) the maximum aggregate amount that is or
         at any time thereafter may become available for drawings under all
         Letters of Credit then outstanding plus (ii) the aggregate amount of
         all drawings under Letters of Credit honored by the Issuing Banks and
         not theretofore reimbursed by a Borrower; provided that the term Letter
         of Credit Usage shall include the amount of all outstanding Existing
         Letters of Credit as described in Section 2.18(e).

                  "LEVEL" means Level 1, Level 2, Level 3, Level 4 or Level 5,
         as the case may be.

                  "LEVEL 1" means that, as of any date of determination, at
         least one of the following conditions is satisfied: (a) the Company's
         Long-Term Debt has a rating of BBB+ or better by S&P, (b) the Company's
         Long-Term Debt has a rating of Baa1 or better by Moody's, or (c)
         Leverage of the Company is less than 0.25:1.00.

                  "LEVEL 2" means that, as of any date of determination, none of
         the conditions set forth in the definition of "Level 1" are satisfied
         and at least one of the following conditions is satisfied: (a) the
         Company's Long-Term Debt has a rating of BBB or better by S&P, (b) the
         Company's Long-Term Debt has a rating of Baa2 or better by Moody's, or
         (c) Leverage of the Company is greater than or equal to 0.25:1.00 and
         less than 0.35:1.00.

                  "LEVEL 3" means that, as of any date of determination, none of
         the conditions set forth in the definitions of "Level 1" and "Level 2"
         are satisfied and at least one of the following conditions is
         satisfied: (a) the Company's Long-Term Debt has a rating of BBB- or
         better by S&P, (b) the Company's Long-Term Debt has a rating of Baa3 or
         better by Moody's, or (c) Leverage of the Company is greater than or
         equal to 0.35:1.00 and less than 0.45:1.00.



                                       14
<PAGE>   20
                  "LEVEL 4" means that, as of any date of determination, none of
         the conditions set forth in the definitions of "Level 1", "Level 2" and
         "Level 3" are satisfied and at least one of the following conditions is
         satisfied: (a) the Company's Long-Term Debt has a rating of BB+ or
         better by S&P, (b) the Company's Long- Term Debt has a rating of Ba1 or
         better by Moody's, or (c) Leverage of the Company is greater than or
         equal to 0.45:1.00 and less than 0.50:1.00.

                  "LEVEL 5" means that, as of any date of determination, none of
         the conditions set forth in the definitions of "Level 1", "Level 2",
         "Level 3" and "Level 4" are satisfied.

                  "LEVERAGE" means Adjusted Consolidated Total Debt divided by
         Consolidated Total Capitalization.

                  "LIEN" means any lien, mortgage, pledge, security interest,
         charge, encumbrance, easement, exception or assessment of any kind
         (including any conditional sale or other title retention agreement, any
         lease in the nature thereof, and, with respect to an asset or assets
         that are material, any agreement to give any security interest in the
         future).

                  "LOAN DOCUMENTS" means this Agreement and any Subsidiary
         Guaranty entered into pursuant to Section 5.01(b) hereto and any
         promissory note executed and delivered by a Borrower pursuant to
         Section 2.16(d) hereof.

                  "LONG-TERM DEBT" means, as of any date of determination,
         senior, unsecured debt securities of the Company with a scheduled
         maturity in excess of twelve months from such determination date.

                  "MAJOR CURRENCY" means Dollars, Canadian Dollars, Pounds
         Sterling, Deutschemarks, and Japanese Yen.

                  "MAJORITY LENDERS" means at any time Lenders owed 51% or more
         of the aggregate unpaid principal amount of the Committed Advances then
         outstanding or, if no Committed Advances are then outstanding, Lenders
         having 51% or more of the Commitments.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect,
         individually or in the aggregate, upon (i) the business, operations,
         properties, prospects, assets or condition (financial or otherwise) of
         the Company and its Subsidiaries, taken as a whole, or (ii) the
         financial ability of the Company and its Subsidiaries, taken as a
         whole, or otherwise the Company or any



                                       15
<PAGE>   21
         Subsidiary (if a party thereto) to perform or of the Lenders to enforce
         the Obligations under the Loan Documents.

                  "MATERIAL SUBSIDIARY" means (i) any Subsidiary Guarantor and
         (ii) any Subsidiary having total assets in excess of $1,000,000. For
         purposes of this definition, "total assets" means all assets that
         should be reflected as such on the balance sheet of such Subsidiary in
         accordance with GAAP.

                  "MAXIMUM PERMITTED AGGREGATE COMMITMENT" means $150,000,000;
         provided that at any time any Commitments are reduced in accordance
         with Section 2.06 hereof, the Maximum Permitted Aggregate Commitment
         shall be reduced by the aggregate amount of such reduction of the
         Commitments.

                  "MINORITY INTEREST SUBSIDIARY DEBT" means the portion of the
         Debt of a Subsidiary of the Company which is allocable to third-party
         owners of the capital stock of such Subsidiary based on the ownership
         interest of such third party owners in relation to the ownership
         interests of the Company and its Subsidiaries.

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

                  "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined
         in Section 4001(a)(3) of ERISA to which the Company or any ERISA
         Affiliate of the Company is making, or is obligated to make,
         contributions or has within any of the preceding five plan years made
         or accrued an obligation to make contributions.

                  "MULTIPLE EMPLOYER PLAN" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, which (i) is maintained for
         employees of the Company or an ERISA Affiliate and at least one Person
         other than the Borrower and its ERISA Affiliates or (ii) was so
         maintained and in respect of which the Company or an ERISA Affiliate
         could have liability under Section 4064 or 4069 of ERISA in the event
         such plan has been or were to be terminated.

                  "NEW COMMITMENT ACCEPTANCE" means an acceptance of a Proposed
         New Commitment entered into by an Accepted Lender and accepted by the
         Agent, in substantially the form of EXHIBIT N hereto.

                  "NON-HOSTILE ACQUISITION" means an acquisition (whether by
         purchase of capital stock or assets, merger or otherwise) which has
         been approved by resolutions of



                                       16
<PAGE>   22
         the Board of Directors of the Person being acquired or by similar
         action if the Person is not a corporation and as to which such approval
         has not been withdrawn.

                  "NON-RECOURSE DEBT" means, as applied to any Receivables
         Program, Debt under the terms of which no personal recourse may be had
         against the Company or any of its Subsidiaries for the payment of the
         principal of or interest or premium on such Debt solely as a result of
         a default by one or more account debtors in the payment of any accounts
         receivable included in such Receivables Program.

                  "NON-SYNDICATED LETTER OF CREDIT" means a Letter of Credit (i)
         denominated in a currency other than Dollars, (ii) requested by a
         Borrower to be a Non- Syndicated Letter of Credit in such Borrower's
         request for a Letter of Credit or (iii) issued pursuant to the first
         proviso of the last paragraph of Section 2.18(b).


                  "NOTICE OF BID BORROWING" has the meaning specified in Section
         2.03(a).

                  "NOTICE OF BORROWING" means a Notice of Committed Borrowing or
         a Notice of Bid Borrowing, as the case may be.

                  "NOTICE OF COMMITTED BORROWING" has the meaning specified in
         Section 2.02(a).

                  "OBLIGATIONS" means all loans, advances, debts, reimbursement
         obligations, liabilities, obligations, covenants and duties owing by
         the Company or any of its Subsidiaries to any Lender, the Agent, the
         Co-Agent, the Issuing Banks, any affiliate of any Lender or the Agent
         or the Co-Agent, or any Person entitled to indemnification pursuant to
         Section 9.13 of this Agreement, of any kind or nature, present or
         future, whether or not evidenced by any note, guaranty or other
         instrument, arising under this Agreement or under any Guaranties
         executed by any of the Company's Subsidiaries in favor of the Agent on
         behalf of the Lenders, whether or not for the payment of money, whether
         arising by reason of an extension of credit, loan, guaranty,
         indemnification, letter of credit transactions or bankers' acceptance
         transactions or in any other manner, whether direct or indirect
         (including those acquired by assignment), absolute or contingent, due
         or to become due, now existing or hereafter arising and however
         acquired. The term includes, without limitation, all interest, charges,
         expenses, fees, attorneys' fees and disbursements and any other sum



                                       17
<PAGE>   23
         chargeable to the Company or any of its Subsidiaries under this
         Agreement or any Guaranties executed by any of the Company's
         Subsidiaries in favor of the Agent on behalf of the Lenders.

                  "OTHER TAXES" has the meaning specified in Section 2.14(b).

                  "PARENT GUARANTOR" means the Company, in its capacity as
         guarantor of the Guarantied Obligations pursuant to the Parent
         Guaranty.

                  "PARENT GUARANTY" shall have the meaning set forth in Section
         8.01.

                  "PAYMENT OFFICE" means, for Dollars, the principal office of
         Citibank, located on the date hereof at 1 Court Square, 7th Floor, Long
         Island City, New York 11120 (or such other place as the Agent may
         designate by notice to the Borrowers and the Lenders from time to
         time), and, for any Major Currency (other than Dollars) or Alternative
         Currency, such office of Citibank as shall be from time to time
         selected by the Agent and notified by the Agent to the Borrowers and
         the Lenders.

                  "PBGC" means the U.S. Pension Benefit Guaranty Corporation.

                  "PENSION PLAN" means any employee plan that is subject to the
         provisions of Title IV of ERISA or subject to the minimum funding
         standards of Section 412 of the Internal Revenue Code and that is
         maintained for employees of the Company or any ERISA Affiliate of the
         Company, other than a Multiemployer Plan.

                  "PERFORMANCE STANDBY LETTER OF CREDIT" means a Standby Letter
         of Credit covering potential default by the Person for whose account
         the Standby Letter of Credit is issued of performance-related,
         non-financial contractual obligations. By way of example, and not by
         limitation, performance-related contractual obligations include
         construction, bid or performance bonds, performance warranties payable
         upon breach, releases of funds retained to cover performance and
         refunds of advance payments on contractual obligations where default of
         a performance related contract has occurred.

                  "PERSON" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, Joint Venture or other entity, or a
         government or any political subdivision or agency thereof.



                                       18
<PAGE>   24
                  "POTENTIAL EVENT OF DEFAULT" means a condition or event which,
         after notice or lapse of time or both, would constitute an Event of
         Default if that condition or event were not cured or removed within any
         applicable grace or cure period.

                  "PROPOSED AGGREGATE COMMITMENT INCREASE" has the meaning
         specified in Section 2.05.

                  "PROPOSED INCREASED COMMITMENT" has the meaning specified in
         Section 2.05.

                  "PROPOSED NEW COMMITMENT" has the meaning specified in Section
         2.05.

                  "RECEIVABLES PROGRAM" has the meaning specified in Section
         5.02(n).

                  "REGISTER" has the meaning specified in Section 9.08(j).

                  "RESPONSIBLE OFFICER" of any Person shall mean the chief
         executive officer, the chief operating officer, the chief financial
         officer, the chief accounting officer, the treasurer, the chief legal
         officer of such Person or any individual designated by such Person from
         time to time to receive notices.

                  "RESTRICTED SUBSIDIARY DEBT" means Debt of a Subsidiary of the
         Company owed to any Person other than the Company or a Subsidiary of
         the Company and reimbursement obligations under letters of credit
         issued for the account of a Subsidiary of the Company, except for (i)
         Debt of any Subsidiary Guarantor under a Subsidiary Guaranty, (ii) Debt
         of Subsidiaries set forth on SCHEDULE 5.02(A) and any refinancings
         thereof permitted pursuant to Section 5.02(a)(v), (iii) Debt of
         Subsidiaries permitted by Section 5.02(a)(x), and (iv) Contingent
         Obligations of Subsidiaries permitted by Sections 5.02(d)(i),
         5.02(d)(iv), 5.02(d)(vi), 5.02(d)(x) (other than in respect of letters
         of credit) and Contingent Obligations constituting performance bonds.

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

                  "SECURITIES" means any stock, shares, partnership interests,
         voting trust certificates, bonds, debentures, notes, or other evidences
         of indebtedness, secured or unsecured, convertible, subordinated or
         otherwise, or in general any instruments commonly known as "securities"
         or any certificates of interest, shares



                                       19
<PAGE>   25
         or participations in temporary or interim certificates for the purchase
         or acquisition of, or any right to subscribe to, purchase or acquire,
         any of the foregoing.

                  "SENIOR DEBT DOCUMENTS" means collectively the Company's 7.92%
         Senior Notes due 1999 issued in the aggregate principal amount of
         $50,000,000 and any and all agreements and instruments executed in
         connection with the issuance of such Senior Notes, as in effect from
         time to time and after giving effect to any waivers thereunder.

                  "STANDBY L/C RATE" means, for any date of determination: (a)
         0.215% per annum if Level 1 is applicable, (b) 0.275% per annum if
         Level 2 is applicable, (c) 0.325% per annum if Level 3 is applicable,
         (d) 0.425% per annum if Level 4 is applicable and (e) 0.5% per annum if
         Level 5 is applicable.

                  "STANDBY LETTER OF CREDIT" means any standby letter of credit
         or similar instrument issued for the account of a Borrower for the
         purpose of supporting performance, payment, deposit or surety
         obligations of the Company or any of its Subsidiaries.

                  "SUBSIDIARY" of any Person means any corporation, association,
         partnership or other business entity of which at least 50% of the total
         voting power of shares of stock or other Securities entitled to vote in
         the election of directors, managers or trustees thereof is at the time
         owned or controlled, directly or indirectly, by such Person or one or
         more of the other Subsidiaries of that Person or a combination thereof.

                  "SUBSIDIARY GUARANTOR" means any Subsidiary of the Company
         which is required to execute a Subsidiary Guaranty pursuant to Section
         5.01(b).

                  "SUBSIDIARY GUARANTY" means any guaranty executed by a
         Subsidiary of the Company pursuant to Section 5.01(b).

                  "SYNDICATED LETTER OF CREDIT" means a Letter of Credit
         denominated in Dollars other than a Non- Syndicated Letter of Credit or
         an Existing Letter of Credit.

                  "TAXES" has the meaning specified in Section 2.14(a).




                                       20
<PAGE>   26
                  "TERMINATION DATE" means the earliest of (i) December 1, 2000,
         (ii) the date of termination in whole of the Commitments pursuant to
         Section 2.06 or 6.01 or (iii) delivery by the Agent, at the request of
         the Majority Lenders, to the Company of notice of termination at any
         time on or after the date on which a Change of Control shall occur.

                  "THIRD PARTY" has the meaning specified in Section 2.05.

                  "TOTAL UTILIZATION OF COMMITMENTS" means at any date of
         determination the sum of (i) the aggregate principal amount of all
         Committed Advances outstanding at such date plus (ii) the aggregate
         principal amount of all Bid Advances outstanding at such date plus
         (iii) the Letter of Credit Usage determined as of such date.

                  "TYPE" means, with reference to an Advance, a Base Rate
         Advance, a Eurocurrency Advance or a Fixed Rate Advance.

                  "UNITED STATES" and "U.S." each means United States of
         America.

                  "WHOLLY-OWNED SUBSIDIARY" has the meaning specified in Section
         5.02(g).

                  "WITHDRAWAL LIABILITY" has the meaning given such term under
         Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. COMPUTATION OF TIME PERIODS. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. ACCOUNTING TERMS. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP. If any
changes in accounting principles from those used in the preparation of the
financial statements referred to in Section 4.03 hereafter occasioned by the
promulgation of rules, regulations, pronouncements and opinions by or required
by the Financial Accounting Standards Board or the American Institute of
Certified Public Accountants (or successors thereto or agencies with similar
functions) result in a change in the method of calculation of financial
covenants, standards or terms found in Articles I and V hereof, the parties
hereto agree promptly to enter into good faith negotiations in order to amend
such provisions so as to equitably reflect such changes, effective as of the
date of such changes, with



                                       21
<PAGE>   27
the desired result that the criteria for evaluating the financial condition of
the Company and its Subsidiaries shall be the same after such changes as if such
changes had not been made.

                  SECTION 1.04. CURRENCY EQUIVALENTS GENERALLY. For all purposes
of this Agreement other than Article II, the equivalent in any Major Currency
(other than Dollars) or Alternative Currency of an amount in Dollars shall be
determined at the rate of exchange quoted by Citibank in New York City, at 9:00
A.M. (New York City time) on the date of determination, to prime banks in New
York City for the spot purchase in the New York foreign exchange market of such
amount of Dollars with such Major Currency or Alternative Currency.


                                   ARTICLE II
                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01. THE COMMITTED ADVANCES.

                  (a) Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Committed Advances to the Borrowers from time to
time on any Business Day during the period from the date hereof to, but
excluding, the Termination Date in an aggregate amount for the Borrowers, taken
together, not to exceed at any time outstanding the amount set forth opposite
such Lender's name on the signature pages hereof under the caption "Commitments"
or, if such Lender has entered into any Assignment and Acceptance, Increased
Commitment Acceptance or New Commitment Acceptance, set forth as such Lender's
Commitment in the Register maintained by the Agent pursuant to Section 9.08(j),
or the equivalent thereof in one or more Major Currencies or Alternative
Currencies, as such amount may be reduced pursuant to Section 2.06 (such
Lender's "Commitment"); provided that the aggregate amount of the Commitments of
the Lenders shall be deemed used from time to time to the extent of the
aggregate amount of the Bid Advances and the Letter of Credit Usage and such
deemed use of the aggregate amount of the Commitments shall be applied to the
Lenders ratably according to their respective Commitments (such deemed use of
the aggregate amount of the Commitments resulting from the Bid Advances being
the "Bid Reduction"); provided further that (i) in no event shall the aggregate
principal amount of Committed Advances from any Lender outstanding at any time
exceed its Commitment then in effect and (ii) the Total Utilization of
Commitments shall not exceed the aggregate Commitments then in effect.

                  (b) Each Committed Borrowing shall be in an aggregate amount
not less than (i) $500,000 or integral



                                       22
<PAGE>   28
multiples of $500,000 in excess thereof with respect to Base Rate Advances and
(ii) $1,000,000 (or the equivalent thereof in any Major Currency or Alternative
Currency) or integral multiples of $500,000 (or the equivalent thereof in any
Major Currency or Alternative Currency) in excess thereof with respect to
Eurocurrency Advances and shall consist of Committed Advances made in the same
currency on the same day by the Lenders ratably according to their respective
Commitments. Within the limits of each Lender's Commitment, each Borrower may
borrow, repay pursuant to Section 2.07 and reborrow under this Section 2.01(b).
For purposes of this Section 2.01 and all other provisions of this Article II,
the equivalent in Dollars of any Major Currency (other than Dollars) or
Alternative Currency or the equivalent in any Major Currency (other than
Dollars) or Alternative Currency of Dollars or of any other Major Currency or
Alternative Currency shall be determined in accordance with Section 2.17.

                  SECTION 2.02. MAKING THE COMMITTED ADVANCES.

                  (a) Each Committed Borrowing shall be made on notice, given:

                  (i) not later than 1:00 P.M. (New York City time) on the day
         of a proposed Base Rate Advance, in each case in Dollars,

                  (ii) not later than 1:00 P.M. (New York City time) on the
         third Business Day prior to the requested date of a proposed Committed
         Borrowing consisting of Eurocurrency Advances in any Major Currency,
         and

                  (iii) not later than 1:00 P.M. (New York City time) on the
         tenth Business Day prior to the requested date of a proposed Committed
         Borrowing in an Alternative Currency,

by the Borrower requesting the proposed Advance to the Agent, which shall give
to each Lender prompt notice thereof by telecopier, telex or cable. Each such
notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by
telecopier, telex or cable, confirmed immediately in writing, in substantially
the form of EXHIBIT C hereto, specifying therein the requested (i) date of such
Committed Borrowing, (ii) aggregate amount of such Committed Borrowing, (iii)
currency of such Committed Borrowing, (iv) whether such Borrowing will be a Base
Rate Advance or a Eurocurrency Advance and (v) in the case of a Committed
Borrowing comprised of Eurocurrency Advances, the initial Eurocurrency Interest
Period for each Committed Advance to be made as part of such Committed
Borrowing, and specifying therein that the Total Utilization of Commitments
(after



                                       23
<PAGE>   29
giving effect to the proposed borrowing) does not exceed the aggregate
Commitments then in effect.

                  In the case of a proposed Committed Borrowing comprised of
Eurocurrency Advances in an Alternative Currency, the obligation of each Lender
to make its Eurocurrency Advance in the requested Alternative Currency as part
of such Committed Borrowing is subject to the confirmation by such Lender to the
Agent not later than the seventh Business Day before the requested date of such
Committed Borrowing that such Lender agrees to make its Eurocurrency Advance in
the requested Alternative Currency, which confirmation shall be notified
immediately by the Agent to the Borrower requesting the proposed Advance. If any
Lender shall not have so provided to the Agent such confirmation, the Agent
shall promptly notify the Borrower requesting the proposed Advance and each
Lender that a Lender has not provided such confirmation, whereupon such Borrower
may, by notice to the Agent not later than the fifth Business Day before the
requested date of such Committed Borrowing, withdraw the Notice of Committed
Borrowing relating to such requested Committed Borrowing. If such Borrower does
so withdraw such Notice of Committed Borrowing, the Committed Borrowing
requested in such Notice of Committed Borrowing shall not occur and the Agent
shall promptly so notify each Lender. If such Borrower does not so withdraw such
Notice of Committed Borrowing, the Agent shall promptly so notify each Lender
and such Notice of Committed Borrowing shall be deemed to be a Notice of
Committed Borrowing which requests a Committed Borrowing comprised of
Eurocurrency Advances in an aggregate amount in Dollars equivalent, on the date
the Agent so notifies each Lender, to the amount of the originally requested
Committed Borrowing in an Alternative Currency; and in such notice by the Agent
to each Lender the Agent shall state such aggregate equivalent amount of such
Committed Borrowing in Dollars and such Lender's ratable portion of such
Committed Borrowing. Notwithstanding the foregoing, the Agent may (but shall not
be required to), if any Lender shall not have so provided to the Agent such
confirmation described above, upon fulfillment of the applicable conditions set
forth in Article III and with notice to the Borrower requesting the proposed
Advance, make available to such Borrower for the account of such Lender such
Lender's pro rata share of such Borrowing in the Alternative Currency. If Agent
makes a Eurocurrency Rate Advance in the requested Alternative Currency for the
account of all or any of the other Lenders, the Agent shall promptly notify each
such Lender of the Agent's action and shall promptly notify all Lenders of the
aggregate equivalent amount of such Borrowing in Dollars and each Lender's pro
rata share of such Borrowing.



                                       24
<PAGE>   30
                  The Lenders agree that in the event the Agent exercises its
option to make an Advance for the account of any other Lender in accordance with
the preceding paragraph and the Borrower fails to pay in full the principal
amount of such Advance when due, the Agent shall promptly advise any such Lender
of such failure and each such Lender shall pay to the Agent the excess of (i)
the principal amount of such Advance in Dollars over (ii) the amount, if any,
actually received by the Agent from the Borrower. The Agent shall advise each
such Lender of the amount payable by such Lender pursuant to the preceding
sentence and such Lender shall pay such amount to the Agent in same day funds at
the office advised by the Agent no later than 11:00 A.M. (New York time) on the
day after the date notified by the Agent. In the event that any such Lender
fails to make available to the Agent the amount payable by such Lender as
provided in this Section, the Agent shall be entitled to recover such amount on
demand from such Lender together with interest at the customary rate set by the
Agent for the correction of errors among banks for three Business Days and
thereafter at the Base Rate. Each Lender's obligations under this Section shall
be absolute and unconditional and shall not be affected by any circumstance or
condition affecting or relating to (i) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the Agent, any
Borrower or any other corporation or Person for any reason whatsoever; (ii) the
occurrence or continuance of an Event of Default or a Potential Event of
Default; (iii) any adverse change in the condition (financial or otherwise) of
any Borrower; (iv) any breach of this Agreement by any Borrower or any other
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing. The Agent shall transfer to each Lender
which has paid all amounts payable by it under this Section with respect to any
Advance made for its account by the Agent all payments received by the Agent
from the Borrower in respect of such Advance made for its account when such
payments are received.

                  Each Lender shall, before 1:30 P.M. (New York City time) on
the date of such Committed Borrowing, make available for the account of its
Applicable Lending Office to the Agent (i) in the case of a Committed Borrowing
in Dollars, at such account maintained at the Payment Office for Dollars as
shall have been notified by the Agent to the Lenders prior thereto and in same
day funds, such Lender's ratable portion of such Committed Borrowing in Dollars,
and (ii) in the case of a Committed Borrowing in Major Currency (other than
Dollars) or an Alternative Currency, at such account maintained at the Payment
Office for such Major Currency or Alternative Currency as shall have been
notified by the Agent to the Lenders prior thereto and in same day funds, such
Lender's ratable portion of such Committed



                                       25
<PAGE>   31
Borrowing in such Major Currency or Alternative Currency. After the Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Agent will make such funds available to the Borrower
requesting the proposed Borrowing at the aforesaid applicable Payment Office.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding,

                  (i) if any Lender shall, at least one Business Day before the
         date of any requested Committed Borrowing, Conversion or continuation
         in the case of a Eurocurrency Advance in any Major Currency or any
         Alternative Currency, notify the Agent and the Borrower requesting the
         proposed Borrowing that any change in or in the interpretation of any
         law or regulation makes it unlawful, or that any central bank or other
         governmental authority asserts that it is unlawful, for such Lender or
         its Eurocurrency Lending Office to perform its obligations hereunder to
         make Eurocurrency Advances in such Major Currency or Alternative
         Currency, as the case may be, or to fund or maintain Eurocurrency
         Advances in such Major Currency or Alternative Currency, as the case
         may be, hereunder, the amount of such requested Committed Borrowing,
         Conversion or continuation shall at such Borrower's option (x) be
         deemed to be reduced by such Lender's ratable share thereof or (y) be
         converted to a request for a Committed Borrowing as a Base Rate
         Advance, the obligation of such Lender to make, to Convert Advances
         into or to continue Eurocurrency Advances in such Major Currency or
         Alternative Currency, as the case may be, shall be terminated and (x)
         if such Advances which are the subject of such notice are Eurocurrency
         Advances in Dollars, such Advances of such Lender shall be
         automatically Converted into Base Rate Advances within 5 days following
         such Borrower's receipt of such notice from such Lender and (y) if such
         Advances which are the subject of such notice are Eurocurrency Advances
         in a Major Currency (other than Dollars) or an Alternative Currency,
         such Borrower shall prepay the outstanding principal amount of such
         Advances of such Lender together with interest accrued thereon to the
         date of such prepayment within 5 days following such Borrower's receipt
         of such notice from such Lender; provided that, before giving any such
         notice to the Agent and the Borrower, each Lender agrees to use
         reasonable efforts (consistent with its internal policy and legal and
         regulatory restrictions) to designate a different Eurocurrency Lending
         Office if the making of such designation would avoid such unlawfulness
         or the assertion thereof and would not, in the reasonable



                                       26
<PAGE>   32
         judgment of such Lender, be otherwise disadvantageous to such Lender;

                  (ii) if any two of the Eurocurrency Reference Banks do not
         furnish timely information to the Agent for determining the
         Eurocurrency Rate for any Eurocurrency Advances comprising any
         requested Committed Borrowing, Conversion or continuation in any Major
         Currency or Alternative Currency, as the case may be, the obligation of
         any Lender to make, to Convert Advances into or to continue such
         Committed Advances or any subsequent Committed Advances at Eurocurrency
         Rates in such Major Currency or Alternative Currency, as the case may
         be, shall be suspended until the Agent shall notify the Borrower
         requesting the Advance and the Lenders that the circumstances causing
         such suspension no longer exist and (x) if such Advances which are the
         subject of such suspension are Eurocurrency Advances in Dollars, such
         Advances shall, so long as such suspension continues, be automatically
         converted into Base Rate Advances within 5 days following such
         suspension and (y) if such Advances which are the subject of such
         suspension are Eurocurrency Advances in a Major Currency (other than
         Dollars) or an Alternative Currency, such Borrower shall, so long as
         such suspension continues, prepay the outstanding principal amount of
         such Advances together with interest accrued thereon to the date of
         such prepayment within 5 days following such suspension;

                  (iii) if, at least one Business Day before the date of any
         requested Committed Borrowing, Conversion or continuation comprised of
         Eurocurrency Advances in any Major Currency or Alternative Currency,
         either (A) the Eurocurrency Reference Banks notify the Agent that
         deposits are not being offered in the London interbank market in such
         Major Currency or Alternative Currency, as the case may be, for the
         applicable Eurocurrency Interest Period in amounts substantially equal
         to the amount of such Borrowing or (B) the Majority Lenders notify the
         Agent that the Eurocurrency Rate for Eurocurrency Advances comprising
         such Committed Borrowing will not adequately reflect the cost to such
         Majority Lenders of making, funding or maintaining their respective
         Eurocurrency Advances for such Committed Borrowing, the obligation of
         any Lender to make, to Convert Advances into or to continue such
         Committed Advances or any subsequent Committed Advances comprised of
         Eurocurrency Advances in such Major Currency or Alternative Currency,
         as the case may be, shall be suspended until the Agent shall notify the
         Borrower requesting the Advance and the Lenders that the circumstances
         causing such suspension no longer



                                       27
<PAGE>   33
         exist and (x) if such Advances which are the subject of such suspension
         are Eurocurrency Advances in Dollars, such Advances shall, so long as
         such suspension continues, be automatically converted into Base Rate
         Advances within 5 days following such suspension and (y) if such
         Advances which are the subject of such suspension are Eurocurrency
         Advances in a Major Currency (other than Dollars) or an Alternative
         Currency, such Borrower shall, so long as such suspension continues,
         prepay the outstanding principal amount of such Advances together with
         interest accrued thereon to the date of such prepayment within 5 days
         following such suspension;

                  (iv) if a Borrower requesting an Advance shall fail to select
         the duration of any Eurocurrency Interest Period for any Eurocurrency
         Advances in accordance with the provisions contained in the definition
         of "Eurocurrency Interest Period" in Section 1.01, the Agent will
         forthwith so notify such Borrower and the Lenders and (x) if such
         Advances are Eurocurrency Advances in Dollars, then such Advances will
         automatically, on the last day of the then existing Eurocurrency
         Interest Period therefor, Convert into Base Rate Advances and (y) if
         such Advances are Eurocurrency Advances in a Major Currency (other than
         Dollars) or an Alternative Currency, then, subject to subparagraphs
         (i), (ii) and (iii) above in this Section 2.02(b), such Advances will
         automatically, on the last day of the then existing Eurocurrency
         Interest Period therefor, continue as Eurocurrency Advances in such
         Major Currency or Alternative Currency with a Eurocurrency Interest
         Period ending one month after such last day or, if earlier, ending on
         the Termination Date.

                  (c) The failure of any Lender to make the Advance to be made
by it as part of any Committed Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Advance on the date at such
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on the date of any
Committed Borrowing.

                  SECTION 2.03. THE BID ADVANCES.

                  (a) Each Lender severally agrees that the Borrowers may make
Bid Borrowings in Dollars under this Section 2.03 from time to time on any
Business Day during the period from the Closing Date until the date occurring
one month prior to the Termination Date, in the manner set forth below; provided
that, after giving effect to the making of each Bid Borrowing, the Total
Utilization of



                                       28
<PAGE>   34
Commitments shall not exceed the aggregate Commitments then in effect and the
aggregate amount of the Bid Advances of all Lenders then outstanding shall not
exceed the aggregate Commitments then in effect.

                  (i) Each Borrower may request a Bid Borrowing under this
         Section 2.03 by delivering to the Agent, by telecopier, telex or cable,
         confirmed immediately in writing, a notice of a Bid Borrowing (a
         "Notice of Bid Borrowing"), in substantially the form of EXHIBIT D
         hereto, specifying the date and aggregate amount of the proposed Bid
         Borrowing, the maturity date for repayment of each Bid Advance to be
         made as part of such Bid Borrowing (which maturity date may not be
         earlier than the date occurring one month after the date of such Bid
         Borrowing, or in any case later than the Termination Date), whether the
         Lenders should offer to make Fixed Rate Advances or Eurocurrency
         Advances, the interest payment date or dates relating thereto, and any
         other terms to be applicable to such Bid Borrowing, not later than
         10:00 A.M. (New York City time) (A) at least two Business Days prior to
         the date of a proposed Bid Borrowing consisting of Fixed Rate Advances
         and (B) at least four Business Days prior to the date of a proposed Bid
         Borrowing consisting of Eurocurrency Advances. The Agent shall in turn
         promptly notify each Lender of each request for a Bid Borrowing
         received by it from a Borrower by sending such Lender a copy of the
         related Notice of Bid Borrowing.

                  (ii) Each Lender may, if, in its sole discretion, it elects to
         do so, irrevocably offer to make one or more Bid Advances to the
         Borrower requesting such Bid Advance as part of such proposed Bid
         Borrowing at a Fixed Rate or Rates or a margin or margins relative to
         the Eurocurrency Rate, as requested by the Borrower. Each Lender
         electing to make such an offer shall do so by notifying the Agent
         (which shall give prompt notice thereof to the Borrower), before 10:00
         A.M. (New York City time) (A) one Business Day before the date of such
         proposed Bid Borrowing, in the case of a Notice of Bid Borrowing
         delivered pursuant to clause (A) of paragraph (i) above and (B) three
         Business Days before the date of such proposed Bid Borrowing, in the
         case of a Notice of Bid Borrowing delivered pursuant to clause (B) of
         paragraph (i) above, of the amount of each Bid Advance which such
         Lender would be willing to make as part of such proposed Bid Borrowing
         (which amount may, subject to the proviso to the first sentence of this
         Section 2.03(a), exceed such Lender's Commitment, if any), the Fixed
         Rate or Rates or margin or margins relative to the Eurocurrency Rate,
         as requested by the Borrower, which such Lender would be willing to
         accept for such



                                       29
<PAGE>   35
         Bid Advance and such Lender's Applicable Lending Office with respect to
         such Bid Advance; provided that if the Agent in its capacity as a
         Lender, or any affiliate of the Agent in its capacity as a Lender,
         shall, in its sole discretion, elect to make any such offer, it shall
         notify the Borrower of such offer before 9:00 A.M. (New York City time)
         on the date on which notice of such election is to be given to the
         Agent by the other Lenders.

                  (iii) The Borrower requesting the Bid Advance shall, in turn,
         (A) before 12:00 P.M. (New York City time) one Business Day before the
         date of such proposed Bid Borrowing, in the case of a Notice of Bid
         Borrowing delivered pursuant to clause (A) of paragraph (i) above and
         (B) before 12:00 Noon (New York City time) three Business Days before
         the date of such proposed Bid Borrowing, in the case of a Notice of Bid
         Borrowing delivered pursuant to clause (B) of paragraph (i) above,
         either

                           (x) cancel such Bid Borrowing by giving the Agent
                  notice to that effect, or

                           (y) accept one or more of the offers made by any
                  Lender or Lenders pursuant to paragraph (ii) above, in its
                  sole discretion, by giving notice to the Agent of the amount
                  of each Bid Advance to be made by each Lender as part of such
                  Bid Borrowing, and reject any remaining offers made by Lenders
                  pursuant to paragraph (ii) above by giving the Agent notice to
                  that effect; provided that acceptance of offers may only be
                  made on the basis of ascending rates for Bid Borrowings of the
                  same Type and duration; and provided further that the Borrower
                  may not accept offers in excess of the aggregate amount
                  requested in the Notice of Bid Borrowing; and provided further
                  still if offers are made by two or more Lenders for the same
                  Type of Bid Borrowing for the same duration and with the same
                  rate of interest, in an aggregate amount which is greater than
                  the amount requested, such offers shall be accepted on a pro
                  rata basis.

                  (iv) If the Borrower requesting a Bid Advance notifies the
         Agent that such Bid Borrowing is cancelled pursuant to paragraph
         (iii)(x) above, the Agent shall give prompt notice thereof to the
         Lenders and such Bid Borrowing shall not be made.

                  (v) If the Borrower requesting a Bid Advance accepts (which
         acceptance may not be revoked) one or more of the offers made by any
         Lender or Lenders



                                       30
<PAGE>   36
         pursuant to paragraph (iii)(y) above, the Agent shall in turn promptly
         notify (A) each Lender that has made an offer as described in paragraph
         (ii) above, of the date and aggregate amount of such Bid Borrowing and
         whether or not any offer or offers made by such Lender pursuant to
         paragraph (ii) above have been accepted by the Borrower, (B) each
         Lender that is to make a Bid Advance as part of such Bid Borrowing, of
         the amount of each Bid Advance to be made by such Lender as part of
         such Bid Borrowing, and (C) each Lender that is to make a Bid Advance
         as part of such Bid Borrowing, upon receipt, that the Agent has
         received forms of documents appearing to fulfill the applicable
         conditions set forth in Article III.

                  (b) Each Lender that is to make a Bid Advance as part of a Bid
Borrowing shall, before 12:00 Noon (New York City time) on the date of such Bid
Borrowing specified in the Notice of Bid Borrowing relating thereto, make
available for the account of its Applicable Lending Office to the Agent at such
account maintained at the Payment Office for Dollars as shall have been notified
by the Agent to the Lenders prior thereto and in same day funds, such Lender's
portion of such Bid Borrowing. Upon fulfillment of the applicable conditions set
forth in Article III and after receipt by the Agent of such funds, the Agent
will make such funds available to the Borrower requesting a Bid Advance at the
aforesaid applicable Payment Office. Promptly after each Bid Borrowing the Agent
will notify each Lender of the amount of the Bid Borrowing, the consequent Bid
Reduction and the dates upon which such Bid Reduction commenced and will
terminate.

                  (c) Each Bid Borrowing shall be in an aggregate principal
amount of not less than $5,000,000 with increments of $1,000,000 and, following
the making of each Bid Borrowing, the Borrower requesting a Bid Advance and each
Lender shall be in compliance with the limitations set forth in the proviso to
the first sentence of subsection (a) above.

                  (d) Within the limits and on the conditions set forth in this
Section 2.03, each Borrower may from time to time borrow under this Section
2.03, repay or prepay pursuant to subsection (e) below, and reborrow under this
Section 2.03, provided that a Notice of Bid Borrowing shall not be given within
seven Business Days of the date of any other Notice of Bid Borrowing.

                  (e) The Borrowers shall repay to the Agent for the account of
each Lender which has made, or holds the right to repayment of, a Bid Advance to
such Borrower on the maturity date of each Bid Advance (such maturity date being



                                       31
<PAGE>   37
that specified by the Borrower for repayment of such Bid Advance in the related
Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above) the then
unpaid principal amount of such Bid Advance. No Borrower shall have the right to
prepay any principal amount of any Bid Advance unless, and then only on the
terms, specified by such Borrower for such Bid Advance in the related Notice of
Bid Borrowing delivered pursuant to subsection (a)(i) above.

                  (f) Subject to Section 2.08(c), the Borrowers shall pay
interest on the unpaid principal amount of each Bid Advance from the date of
such Bid Advance to the date the principal amount of such Bid Advance is repaid
in full, at the rate of interest for such Bid Advance specified by the Lender
making such Bid Advance in its notice with respect thereto delivered pursuant to
subsection (a)(ii) above, payable on the interest payment date or dates
specified by the applicable Borrower for such Bid Advance in the related Notice
of Bid Borrowing delivered pursuant to subsection (a)(i) above.

                  SECTION 2.04. FEES.

                  (A) FACILITY FEE. The Company agrees to pay to the Agent for
the account of each Lender (other than the Designated Bidders) a facility fee on
such Lender's daily average Commitment, whether used or unused and without
giving effect to any Bid Reduction, from the Closing Date in the case of each
Financial Institution and from (A) the effective date specified in the
Assignment and Acceptance or (B) the Increase Date specified in the New
Commitment Acceptance, pursuant to which it became a Lender in the case of each
such other Lender until the Termination Date, payable quarterly, in arrears, on
the first day of each January, April, July and October during the term of such
Lender's Commitment, commencing January 1, 1996, and on the Termination Date, in
an amount equal to the product of (i) such Lender's daily average Commitment,
whether used or unused and without giving effect to any Bid Reduction, in effect
during the period for which such payment that is to be made and (ii) the Daily
Weighted Average Rate. The "Daily Weighted Average Rate" for any period is a per
annum rate determined by (I) multiplying the following rates by the number of
days during such period for which such rate was applicable: (a) a rate of 0.110%
per annum with respect to each day during such period that Level 1 was
applicable, (b) a rate of 0.125% per annum with respect to each day during such
period that Level 2 was applicable, (c) a rate of 0.150% per annum with respect
to each day during such period that Level 3 was applicable, (d) a rate of 0.175%
per annum with respect to each day during such period that Level 4 was
applicable and (e) a rate of 0.250% per annum with respect to each day during
such period that Level 5 was



                                       32
<PAGE>   38
applicable, (II) summing the results of item (I), and dividing such sum by the
number of days in such period. If any change in the rating established by S&P or
Moody's with respect to Long-Term Debt shall result in a change in the Level,
the change in the Applicable Margin shall be effective as of the date on which
such rating change is publicly announced, and if any change in the Company's
Leverage shall result in a change in the Level, the change in the facility fee
rate shall be effective as of the last date of the period covered by the
financial statements delivered by the Company pursuant to Section 5.01(a) hereof
reflecting such change in Leverage.

                  (B) BID ADVANCE ADMINISTRATION FEE. The Company agrees to pay
the Agent for its own account a handling fee as set forth in that certain fee
letter dated December 1, 1995 between the Agent and the Company in connection
with each request for a Bid Advance pursuant to Section 2.03.

                  (C) AGENT'S FEE. The Company agrees to pay the Agent, for its
own account, an Agent's Fee as set forth in that certain fee letter dated
December 1, 1995 between the Agent and the Company.

                  SECTION 2.05. OPTIONAL INCREASE OF THE COMMITMENTS. (a) Not
more than once in any calendar year, the Company may propose to increase the
aggregate Commitments by an aggregate amount of not less than $10,000,000 or an
integral multiple of $10,000,000 in excess thereof (the "Proposed Aggregate
Commitment Increase") in the manner set forth below; provided that the then
current aggregate Commitments plus the Proposed Aggregate Commitment Increase
shall not be greater than the Maximum Permitted Aggregate Commitment; provided
further that immediately prior to and after giving effect to the Proposed
Aggregate Commitment Increase no event has occurred and is continuing that
constitutes an Event of Default or that would constitute a Potential Event of
Default; provided, still further, that on the date the aggregate Commitments
would be increased by the Proposed Aggregate Commitment Increase (the "Increase
Date"), if any Eurocurrency Rate Advances are then outstanding, any payments
which would be payable under Section 9.04(b) in connection with a prepayment of
such Eurocurrency Rate Advances on such date shall be paid if the reallocation
of Commitments on the Increase Date requires payments among the Lenders as
provided for in Section 9.08(j).

                  (b) The Company may request the Proposed Aggregate Commitment
Increase by delivering to the Agent, not later than 10:00 A.M. (New York City
time) at least thirty days prior to the proposed Increase Date, a notice
specifying (i) the Proposed Aggregate Commitment Increase,



                                       33
<PAGE>   39
(ii) the proposed Increase Date and (iii) any banks, financial institutions or
other entities, that are not Lenders (the "Third Parties"), to whom, in addition
to the existing Lenders, the Company desires to offer the opportunity to commit
to all or a portion of the Proposed Aggregate Commitment Increase. The Agent
shall in turn promptly notify each Lender by sending each Lender a copy of such
notice.

                  (c) Each Lender, in its sole discretion, may irrevocably offer
to commit to all or a portion of the Proposed Aggregate Commitment Increase in
increments of $1,000,000 (the "Proposed Increased Commitment") by notifying the
Agent (which shall give prompt notice thereof to the Company) before 11:00 A.M.
(New York City time) five Business Days before the Increase Date; provided that
if the amount of Proposed Increased Commitments exceeds the Proposed Aggregate
Commitment Increase, such Proposed Increased Commitments shall be allocated on a
pro rata basis based on the ratio of each Lender's Proposed Increased
Commitment, if any, to the aggregate of all Proposed Increased Commitments;
provided further that each Lender that submits a Proposed Increased Commitment
shall execute and deliver to the Agent (for its acceptance and recording in the
Register upon an increase in the aggregate Commitments on any related Increase
Date) an Increased Commitment Acceptance in accordance with the provisions of
Section 9.08 hereof.

                  (d) Four Business Days before the Increase Date the Agent
shall notify each Third Party acceptable to the Majority Lenders (determined
without giving effect to any increase in Commitments then being proposed) (which
acceptance shall not be unreasonably withheld) (each an "Accepted Lender") of
the opportunity to commit to that portion of the Proposed Aggregate Commitment
Increase not committed to by Lenders pursuant to subsection (b) (the "Increase
Remainder").

                  (e) Each Accepted Lender may irrevocably commit to all or a
portion of the Increase Remainder (a "Proposed New Commitment") by notifying the
Agent (which shall give prompt notice thereof to the Company) before 11:00 A.M.
(New York City time) one Business Day before the Increase Date; provided that
the minimum Proposed New Commitment of each Accepted Lender shall be in an
aggregate amount of not less than $5,000,000; provided further that each
Accepted Lender that submits a Proposed New Commitment shall execute and deliver
to the Agent (for its acceptance and recording in the Register upon an increase
in the Aggregate Commitment on any related Increase Date) a New Commitment
Acceptance in accordance with the provisions of Section 9.08 hereof.




                                       34
<PAGE>   40
                  (f) In the event the aggregate amount of Proposed Increased
Commitments and Proposed New Commitments, if any, equal the Proposed Aggregate
Commitment Increase and the Agent shall have received on or before the Increase
Date certified copies of the resolutions of the Executive Committee of the Board
of Directors of the Company approving such increase of the Commitments, and of
all documents evidencing other necessary corporate action, if any, with respect
to such increase, then on the Increase Date, the Current Aggregate Commitment
shall be increased by the Proposed Aggregate Commitment Increase.

                  (g) In the event the aggregate amount of Proposed Increased
Commitments and Proposed New Commitments, if any, is less than the Proposed
Aggregate Commitment Increase, then the then current aggregate Commitments shall
remain unchanged; provided, however, that, unless the aggregate amount of
Proposed Increased Commitments and Proposed New Commitments is zero, the Company
may within the same calendar year again propose to increase the aggregate
Commitments pursuant to the terms of this Section 2.05.

                  SECTION 2.06. REDUCTION OF THE COMMITMENTS.

                  The Company shall have the right, upon at least two Business
Days' notice to the Agent, to terminate in whole or reduce ratably in part the
unused portions of the respective Commitments of the Lenders; provided, however,
that (i) each partial reduction shall be in the aggregate amount of $1,000,000
or an integral multiple of $500,000 in excess thereof, (ii) the aggregate of the
Commitments of the Lenders shall not be reduced to an amount which is less than
the Total Utilization of Commitments. Once so reduced or terminated pursuant to
this Section 2.06, Commitments of the Lenders shall not be reinstated.

                  SECTION 2.07. REPAYMENT OF THE COMMITTED ADVANCES.

                  Each Borrower shall repay the principal amount of each
Committed Advance made by each Lender to such Borrower on the Termination Date.

                  SECTION 2.08. INTEREST ON THE COMMITTED ADVANCES. Each
Borrower shall pay to each Lender interest on the unpaid principal amount of
each Committed Advance made by such Lender to such Borrower from the date of
such Committed Advance until such principal amount shall be paid in full, at the
following rates per annum:




                                       35
<PAGE>   41
                  (A) BASE RATE ADVANCES. Subject to Section 2.08(c), if such
Committed Advance is a Base Rate Advance, a rate per annum equal at all times to
the Base Rate in effect from time to time payable quarterly, in arrears, on the
first day of each January, April, July and October during such periods and on
the Termination Date.

                  (B) EUROCURRENCY ADVANCES. Subject to Section 2.08(c), if such
Committed Advance is a Eurocurrency Advance, a rate per annum equal at all times
during the Eurocurrency Interest Period for such Committed Advance to the sum of
the Eurocurrency Rate for such Eurocurrency Interest Period plus the Applicable
Margin payable on the last day of such Eurocurrency Interest Period and, if such
Eurocurrency Interest Period has a duration of more than three months, on each
day which occurs during such Interest Period every three months from the first
day of such Eurocurrency Interest Period.

                  (C) DEFAULT RATE. Notwithstanding any provisions contained in
Section 2.08(a) or (b) or Section 2.03, following the occurrence and during the
continuance of an Event of Default described in Section 6.01(a), Section
6.01(e), Section 6.01(f) or Section 6.01(c) with respect to the reference
therein to Sections 5.02(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k),
(l), (m) or (n), to the extent permitted by applicable law, the Advances and
other Obligations shall bear interest until paid in full at a rate per annum
that is (x) 2.0% above the rate otherwise payable on such Advances and (y) 2.0%
above the Base Rate, in effect from time to time, in the case of such other
Obligations due and unpaid; provided that, in the case of Eurocurrency Advances,
upon the expiration of the Eurocurrency Interest Period in effect at the time
any such increase in interest rate is effective, such Eurocurrency Advances
shall thereupon become Base Rate Advances and shall thereafter bear interest
payable upon demand at a rate which is 2.0% per annum in excess of the interest
rate otherwise payable under this Agreement for Base Rate Advances.

                  SECTION 2.09. INTEREST RATE DETERMINATION. The Eurocurrency
Reference Banks each agree to furnish to the Agent timely information for the
purpose of determining each Eurocurrency Rate. The Agent shall give prompt
notice to the applicable Borrower and the Lenders of the applicable interest
rate determined by the Agent for purposes of Section 2.08(a) or Section 2.08(b)
and the applicable rate, if any, furnished by the Eurocurrency Reference Banks
for the purpose of determining the applicable interest rate under Section
2.03(a) or Section 2.08(b).




                                       36
<PAGE>   42
                  SECTION 2.10. VOLUNTARY CONVERSION OR CONTINUATION OF
COMMITTED ADVANCES.

                  (a) Each Borrower may on any Business Day, upon notice given
to the Agent not later than 1:00 P.M. (New York City time) on the third Business
Day prior to the date of the proposed Conversion or continuance and subject to
the provisions of Sections 2.02 and 2.11, (1) Convert all Committed Advances of
one Type (other than Eurocurrency Advances in a Major Currency (other than
Dollars) or an Alternative Currency) comprising the same Committed Borrowing
made to such Borrower into Advances of another Type denominated in Dollars and
(2) upon the expiration of any Eurocurrency Interest Period applicable to
Committed Advances which are Eurocurrency Advances, continue all such Advances
as Eurocurrency Advances and the succeeding Eurocurrency Interest Period(s) of
such continued Advance shall commence on the last day of the Eurocurrency
Interest Period of the Advance to be continued; provided, however, that any
Conversion of any Eurocurrency Advances into Base Rate Advances shall be made
on, and only on, the last day of a Eurocurrency Interest Period for such
Eurocurrency Advances. Each such notice of a continuation or Conversion shall,
within the restrictions specified above, specify (i) the date of such
continuation or Conversion, (ii) the Committed Advances to be continued or
Converted, (iii) if such continuation is of, or such Conversion is into
Eurocurrency Rate Advances, the duration of the Eurocurrency Interest Period for
such Committed Advance and (iv) that no Event of Default has occurred and is
continuing.

                  (b) Subject to Section 2.11(c), if upon the expiration of the
then existing Eurocurrency Interest Period applicable to any Committed Advance
which is a Eurocurrency Advance, the Borrower that received such Advance shall
not have delivered a notice of continuation or Conversion in accordance with
this Section 2.10, then such Advance shall upon such expiration automatically be
Converted to a Base Rate Advance; provided, however, that if such Advance is a
Eurocurrency Advance in a Major Currency (other than Dollars) or an Alternative
Currency and no Potential Event of Default shall have occurred and be
continuing, then, such Advance shall upon such expiration automatically continue
as a Eurocurrency Advance in such Major Currency or Alternative Currency with a
Eurocurrency Interest Period ending one month after such expiration, or if
earlier, ending on the Termination Date.

                  (c) After the occurrence of and during the continuance of a
Potential Event of Default or an Event of Default, a Borrower that received an
Advance may not elect to have such Advance be made or continued as, or Converted
to, a Eurocurrency Advance, in each case after the



                                       37
<PAGE>   43
expiration of any Eurocurrency Interest Period then in effect for that Advance.

                  SECTION 2.11. PREPAYMENTS.

                  (a) Any Borrower may, upon notice to the Agent given not later
than 11:00 A.M. (New York time) (i) on the date of prepayment in the case of
Base Rate Advances, (ii) at least two Business Days' prior to the date of
prepayment in the case of Eurocurrency Advances in Dollars and (iii) at least
three Business Days' prior to the date of prepayment in the case of Eurocurrency
Advances in a Major Currency (other than Dollars) or an Alternative Currency,
stating the proposed date and aggregate principal amount of the prepayment, and
if such notice is given such Borrower shall, prepay the outstanding principal
amounts of the Advances described in such notice together with accrued interest
to the date of such prepayment on the principal amount prepaid and pay any
amounts pursuant to Section 9.04(b); provided, however, that each partial
prepayment shall be in an aggregate principal amount not less than $1,000,000
(or the equivalent thereof in any Major Currency or Alternative Currency) in the
case of prepayments of Eurocurrency Advances and $500,000 in the case of
prepayments of Base Rate Advances and in increments of $500,000 in excess
thereof. No Borrower shall have any right to prepay Bid Advances except as
specified in the Notice of Bid Borrowing relating thereto.

                  (b) If on any day the aggregate principal amount of all
Advances then outstanding together with the Letter of Credit Usage exceeds the
total of the Commitments, the Borrowers shall on such day prepay an aggregate
principal amount of Advances ratably to the Lenders in an amount at least equal
to such excess, with accrued interest to the date of such prepayment on the
principal amount prepaid.

                  (c) If on any date the Agent shall have determined that the
dollar equivalent value (as determined in accordance with Section 2.17) of the
Total Utilization of Commitments exceeds 103% of the Maximum Permitted Aggregate
Commitment due to a change in applicable rates of exchange between Dollars and
Major Currencies (other than Dollars) or Alternative Currencies, then the Agent
shall give notice to the Borrowers that a prepayment is required under this
Section, and the Borrowers agree thereupon to make prepayments of Committed
Borrowings such that, after giving effect to such prepayment the dollar
equivalent value of the Total Utilization of Commitments does not exceed the
Maximum Permitted Aggregate Commitment; provided that with respect to any
Committed Borrowing relating to a Eurocurrency Advance, the Borrowers may make
any such required



                                       38
<PAGE>   44
prepayments at the end of the applicable Eurocurrency Interest Period.

                  SECTION 2.12. INCREASED COSTS, ETC.

                  (a) If, due to either (i) the introduction of or any change
(other than any change by way of imposition or increase of reserve requirements,
in the case of Eurocurrency Advances, included in the Eurocurrency Reserve
Percentage) in or in the interpretation of any law or regulation (other than any
law or regulation imposing a tax on or measured by net income that is imposed by
the country (or any political subdivision thereof) in which the Lender suffering
the increased cost described below is organized, has its principal executive
office or has its Applicable Lending Office, and any withholding tax with
respect to such a tax) or (ii) the compliance with any future 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 any Lender
of agreeing to make or making, funding or maintaining Eurocurrency Advances
(which increase in cost shall be determined by such Lender's reasonable
allocation of the aggregate of such cost increases resulting from such event),
then the Borrower that received such Advance shall from time to time, within 10
days after demand by such Lender (with a copy of such demand to the Agent), pay
to the Agent for the account of such Lender additional amounts sufficient to
compensate such Lender for such increased cost; provided that, before making any
such demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such additional cost and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

                  (b) If any Lender (other than the Designated Bidders)
reasonably determines that, after the date hereof, the adoption or compliance
with any law or regulation or any guideline or request from any central bank or
other governmental authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of this type or the issuance or
continuation of the Letters of Credit hereunder, and such Lender reasonably
determines that the rate of return on its or such controlling corporation's
capital as a consequence of Advances made by such Lender is reduced to a level
below that which such Lender or such controlling corporation would



                                       39
<PAGE>   45
have achieved but for the occurrence of such circumstances, then, within 10 days
after demand by such Lender (with a copy of such demand to the Agent), the
Borrower that received such Advance shall pay to the Agent for the account of
such Lender, from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender or such corporation for such reduction in
rate of return, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender's commitment
to lend hereunder or to issue or continue the Letters of Credit hereunder.

                  (c) If any change in any law or regulation or in the
interpretation thereof by any court or administrative or governmental authority
charged with the administration thereof shall either (i) impose, modify or deem
applicable any reserve, special deposit or similar requirement against letters
of credit or similar instruments issued by, or assets held by, or deposits in or
for the account of, any Issuing Bank or (ii) impose on any Issuing Bank any
other condition regarding this Agreement as it pertains to the Letters of
Credit, and the result of any event referred to in the preceding clause (i) or
(ii) shall be to increase the cost to any Issuing Bank of issuing or maintaining
any Letter of Credit or any participation therein (which increase in cost shall
be determined by Agent's reasonable allocation of the aggregate of such cost
increases resulting from such event), then, within 10 days after demand by an
Issuing Bank, the applicable Borrower shall pay to such Issuing Bank, from time
to time as specified by such Issuing Bank, additional amounts that shall be
sufficient to compensate the Issuing Bank for such increased cost.

                  (d) If any Issuing Bank reasonably determines that compliance
with any future guideline or request from any central bank or other governmental
authority (whether or not having the force of law) affects or would affect the
amount of capital required to be maintained by such Issuing Bank or any
corporation controlling such Issuing Bank, and such Issuing Bank reasonably
determines that the amount of such capital is increased by or based upon the
existence of the commitment of the Issuing Bank to issue or join in or cause the
issuance or acceptance of Letters of Credit hereunder and other commitments of
the same type and such Issuing Bank reasonably determines that the rate of
return on its or such controlling corporation's capital as a consequence of such
Letters of Credit issued by such Issuing Bank is reduced to a level below that
which such Issuing Bank or such controlling corporation would have achieved but
for the occurrence of such circumstances, then, within 10 days after demand by
such Issuing Bank (with a copy to the Agent), the applicable Borrower shall pay
to such Issuing Bank from time to time such additional amounts as may be



                                       40
<PAGE>   46
specified by such Issuing Bank as sufficient to compensate it for such reduction
in the rate of return, to the extent that such Issuing Bank reasonably
determines such increase in capital to be allocable to the existence of any such
commitment of such Issuing Bank hereunder or to the issuance or maintenance of
any Letters of Credit hereunder.

                  (e) Each Lender and Issuing Bank will notify the applicable
Borrower and the Agent of any event occurring after the date of this Agreement
which will entitle such Lender or Issuing Bank to compensation pursuant to this
Section 2.12 as promptly as practicable after it obtains knowledge thereof
specifying the event giving rise to such claim and setting out in reasonable
detail an estimate (without prejudice) of the basis and computation of such
claim. Upon receipt of such notice and of such further notice as may be required
pursuant to the final sentence of this subsection (e), the applicable Borrower
shall compensate such Lender or Issuing Bank in accordance with this Section
2.12 from the date such costs are incurred (including, without limitation, where
such costs are retroactively applied); provided that the applicable Borrower
shall not be required to compensate a Lender or Issuing Bank for costs incurred
earlier than 180 days prior to the date of the notice required to be delivered
to the applicable Borrower pursuant to this subsection (e). As soon as
practicable after the delivery of the initial notice pursuant to this subsection
(e), such requesting Lender or the Issuing Bank shall furnish the applicable
Borrower with a certificate setting forth in reasonable detail the basis and
amount of each request by it for compensation under this Section 2.12, and such
amount shall promptly be paid by the applicable Borrower.

                  (f) If any Lender or Issuing Bank requests compensation from a
Borrower under this Section 2.12, such Borrower shall have the right, with the
assistance of the Agent, to seek one or more substitute banks or financial
institutions (which may be one or more of the Lenders) to purchase the Advances
and Letters of Credit and assume the Commitments of such Lender or Issuing Bank.
If (i) such substitute banks or financial institutions are acceptable to the
Agent and the Company and (ii) no Event of Default or Potential Event of Default
shall have occurred and be continuing and (iii) all amounts due and owing such
Lender or Issuing Bank, as the case may be, in respect of the Obligations shall
have been paid, then the Borrowers, the Agent, such Lender, such Issuing Bank
and such substitute banks or financial institutions shall execute and deliver an
appropriately completed Assignment and Acceptance pursuant to Section 9.08(b)
hereof to effect the assignment of rights to and the assumption of obligations
by such substitute banks or financial institutions; provided that if such



                                       41
<PAGE>   47
substitute bank or financial institution is not a Lender, the Company shall pay
to the Agent an administrative fee as reasonably determined by the Agent, but in
no event in excess of $3,000. Upon such purchase and assumption by such
substituted banks or financial institutions, the obligations of such requesting
Lender or Issuing Bank shall be discharged; provided that such requesting Lender
or Issuing Bank shall be entitled to compensation under this Section 2.12 for
any costs incurred by it prior to its replacement.

                  SECTION 2.13. PAYMENTS AND COMPUTATIONS.

                  (a) Each Borrower shall make each payment hereunder, except
with respect to principal of, interest on, and other amounts relating to,
Advances denominated in a Major Currency (other than Dollars) or an Alternative
Currency, not later than 1:00 P.M. (New York City time) on the day when due in
Dollars to the Agent in same day funds by deposit of such funds to the Agent's
account maintained at the Payment Office for Dollars. Each Borrower shall make
each payment hereunder with respect to principal of, interest on, and other
amounts relating to Advances denominated in a Major Currency (other than
Dollars) or an Alternative Currency not later than 1:00 P.M. (at the Payment
Office for such Major Currency or Alternative Currency) on the day when due in
such Major Currency or Alternative Currency to the Agent in same day funds by
deposit of such funds to the Agent's account maintained at such Payment Office.
The Agent will promptly thereafter cause to be distributed like funds relating
to the payment of principal or interest or fees ratably (other than amounts
payable in respect of interest on Advances made by Agent for the account of
another Lender pursuant to Section 2.02 or pursuant to Section 2.03, 2.12 or
2.14, which amounts will be distributed to the Lenders in accordance with their
respective interests) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office in respect of an Advance made by the Agent for the account of
another Lender pursuant to Section 2.02(a) equal to the Eurocurrency Rate plus
one-eighth of the amount of interest payable in excess of the Eurocurrency Rate
to Agent for the account of its Applicable Lending Office and the remaining
seven-eighths of the amount of interest payable in excess of the Eurocurrency
Rate to such other Lender for the account of its Applicable Lending Office, in
each case to be applied in accordance with the terms of this Agreement; provided
that payments with respect to reimbursement obligations under Letters of Credit
shall be apportioned among the parties which have a pro rata share; provided
further that all principal and interest payments in respect of any Bid Advances
shall be apportioned



                                       42
<PAGE>   48
ratably among the Lenders making such Advances in accordance with their
respective outstanding principal amount of such Advances. Upon its acceptance of
an Assignment and Acceptance, Increased Commitment Acceptance or New Commitment
Acceptance and recording of the information contained therein in the Register
pursuant to Section 9.08, from and after the effective date specified in such
document, the Agent shall make all payments hereunder in respect of the interest
assigned thereby to the Lender assignee thereunder, Lender or Accepted Lender
thereunder and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.

                  (b) Each Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made by such Borrower to the Agent
when due hereunder, to charge from time to time against any or all of such
Borrower's accounts with such Lender any amount so due.

                  (c) All computations of interest based on the Base Rate shall
be made by the Agent on the basis of a year of 365 or 366 days, as the case may
be, and all computations of interest based on the Eurocurrency Rate, the Federal
Funds Rate or the Fixed Rate and of commitment fees shall be made by the Agent
on the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest or commitment fees are payable. Each determination by the
Agent of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error.

                  (d) Except as otherwise provided in Section 2.02(a), each
Notice of Committed Borrowing and each acceptance of a Bid Borrowing shall be
irrevocable and binding on the Borrower requesting such proposed Borrowing. In
the case of any Committed Borrowing and any Bid Borrowing which is comprised of
Eurocurrency Advances or Fixed Rate Advances, the Borrower requesting such
proposed Borrowing shall indemnify each Lender against any loss, cost or expense
incurred by such Lender as a result of any failure to fulfill on or before the
date specified in such Notice of Committed Borrowing or acceptance of a Bid
Borrowing the applicable conditions set forth in Article III, including, without
limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Committed Borrowing or Bid
Borrowing when such Advance, as a result of such failure, is not made on such
date.



                                       43
<PAGE>   49
                  (e) Except as otherwise provided in Section 2.02(a), unless
the Agent shall have received notice from a Lender prior to the date of any
Borrowing that such Lender will not make available to the Agent the amount
required to be made available by such Lender as part of such Borrowing, the
Agent may assume that such Lender has made such amount available to the Agent on
the date of such Borrowing in accordance with Section 2.02(a) or 2.03(b), as the
case may be, and the Agent may, in reliance upon such assumption, make available
to the Borrower requesting the proposed Borrowing on such date a corresponding
amount. If and to the extent that such Lender shall not have so made such amount
available to the Agent, such Lender and the Borrower requesting the proposed
Borrowing severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to such Borrower until the date such amount is
repaid to the Agent, at (i) in the case of such Borrower, the interest rate or
rates applicable to such amount and (ii) in the case of such Lender, the Federal
Funds Rate. If such Lender shall repay to the Agent such corresponding amount,
such amount so repaid shall constitute such Lender's Advance or Advances as part
of such Borrowing for purposes of this Agreement.

                  (f) In determining the duration of Eurocurrency Interest
Periods under this Agreement, (i) Eurocurrency Interest Periods commencing on
the same date for Advances comprising part of the same Borrowing shall be of the
same duration, (ii) whenever the last day of any Eurocurrency Interest Period
would otherwise occur on a day other than a Business Day, the last day of such
Eurocurrency Interest Period shall occur on the next succeeding Business Day,
provided, that if such extension of time would cause the last day of any
Eurocurrency Interest Period to occur in the next following calendar month, such
last day shall occur on the next preceding Business Day, and (iii) any
Eurocurrency Interest Period which would otherwise end after the Termination
Date shall end on the Termination Date.

                  (g) Whenever any payment hereunder shall be stated to be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or commitment fee, as the
case may be, provided, that, if such extension would cause payment of interest
on or principal of Eurocurrency Advances to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.

                  (h) Unless the Agent shall have received notice from a
Borrower prior to the date on which any payment is



                                       44
<PAGE>   50
due to the Lenders hereunder that such Borrower will not make such payment in
full, the Agent may assume that such Borrower has made such payment in full on
such date and the Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender. If and to the extent that a Borrower shall not have so made
such payment in full to the Agent, each Lender shall repay to the Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Agent, at the
Federal Funds Rate.

                  (i) All payments received by the Agent shall be applied to the
payment of interest before application to principal. The amount of each payment
shall be applied (i) first, to outstanding Committed Advances due to the full
extent thereof, (ii) second, to amounts due under Section 2.18 pro rata to the
full extent thereof, (iii) third, to outstanding Bid Advances due to the full
extent thereof, and (iv) fourth, to any other amounts due under this Agreement.

                  SECTION 2.14. TAXES.

                  (a) Any and all payments by any Borrower or the Agent
hereunder shall be made, in accordance with Section 2.13, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding,

                  (i) in the case of each Lender, the Agent and the Co-Agent,
         taxes imposed on its income, and franchise taxes imposed on it, by the
         jurisdiction under the laws of which such Lender, the Agent or the
         Co-Agent (as the case may be) is organized or any political subdivision
         thereof and, in the case of each Lender, taxes imposed on its income,
         and franchise taxes imposed on it, by the jurisdiction of such Lender's
         Applicable Lending Office or any political subdivision thereof and

                (ii) in the case of any assignment by a Lender to an Eligible
         Assignee pursuant to Section 9.08, or any change by a Lender of an
         Applicable Lending Office in one jurisdiction to an Applicable Lending
         Office in another jurisdiction, any excess in the withholding tax
         applicable to such Eligible Assignee, or such new Applicable Lending
         Office, over the withholding tax (other than any withholding tax
         excluded from the definition of Taxes under clause (i) or this clause
         (ii) of Section 2.14(a)) applicable to the former Lender, or the former
         Applicable Lending Office, in



                                       45
<PAGE>   51
         each case as determined under laws (including, without limitation, any
         treaty, law, rule, regulation or determination) applicable to the
         former Lender and such Eligible Assignee, or the former Applicable
         Lending Office and such new Applicable Lending Office, and in effect on
         the date of such assignment, or such change in Applicable Lending
         Office, but not including any increase in withholding tax resulting
         from any subsequent change in such laws

(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities being hereinafter referred to as "Taxes"). If a Borrower or the
Agent shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder to any Lender or the Agent, (i) the sum payable by such
Borrower shall be increased as may be necessary so that after such Borrower or
the Agent has made all required deductions (including deductions applicable to
additional sums payable under this Section 2.14) such Lender or the Agent (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) such Borrower or the Agent shall make such
deductions and (iii) such Borrower or the Agent shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law.

                  (b) In addition, each Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies imposed by any taxing authority of the United States or any
political subdivision thereof which arise from any payment made by such Borrower
or by the Agent hereunder or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement (hereinafter referred to as "Other
Taxes").

                  (c) Each Borrower will indemnify each Lender and the Agent for
the full amount of Taxes or Other Taxes (to the extent specifically attributable
to Borrowings made by such Borrower) (including, without limitation, any Taxes
or Other Taxes (to the extent specifically attributable to Borrowings made by
such Borrower) imposed by any jurisdiction on amounts payable under this Section
2.14) paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted. This indemnification shall be made within 30 days from the date such
Lender or the Agent (as the case may be) makes written demand therefor.



                                       46
<PAGE>   52
                  (d) Within 30 days after the date of any payment by a Borrower
of Taxes, such Borrowers will furnish to the Agent, at its address referred to
in Section 9.02, the original or a certified copy of a receipt evidencing
payment thereof.

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each initial Lender and on the date of the
Assignment and Acceptance or New Commitment Acceptance pursuant to which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter if requested in writing by a Borrower (but only so long as such
Lender remains lawfully able to do so), shall provide such Borrower with
Internal Revenue Service form 1001 or 4224, as appropriate, or any successor
form prescribed by the Internal Revenue Service, certifying that such Lender is
entitled to benefits under an income tax treaty to which the United States is a
party which reduces the rate of withholding tax on payments of interest or
certifying that the income receivable pursuant to this Agreement is effectively
connected with the conduct of a trade or business in the United States. If the
form provided by a Lender at the time such Lender first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from "Taxes" as
defined in Section 2.14(a).

                  (f) For any period with respect to which a Lender has failed
to provide a Borrower with the appropriate form described in Section 2.14(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided, or if such form
otherwise is not required under the first sentence of subsection (e) above),
such Lender shall not be entitled to indemnification under Section 2.14(a) with
respect to Taxes imposed by the United States; provided, however, that should a
Lender become subject to Taxes because of its failure to deliver a form required
hereunder, such Borrower shall take such steps as the Lender shall reasonably
request to assist the Lender to recover such Taxes.

                  (g) Notwithstanding any contrary provisions of this Agreement,
in the event that a Lender that originally provided such form as may be required
under Section 2.14(e) thereafter ceases to qualify for complete exemption from
United States withholding tax, such Lender may assign its interest under this
Agreement to any assignee (with the prior approval of the Company which shall
not be unreasonably withheld) and such assignee shall be entitled to the same
benefits under this Section 2.14 as the assignor



                                       47
<PAGE>   53
provided that the rate of United States withholding tax applicable to such
assignee shall not exceed the rate then applicable to the assignor.

                  (h) Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the agreements and obligations of the Borrowers
contained in this Section 2.14 shall survive the payment in full of principal
and interest hereunder.

                  (i) Each Lender will designate a different Lending Office if
such designation will avoid the need for payment of, or will reduce the amount
of, Taxes under this Section 2.14 and will not, in the reasonable judgment of
such Lender, be otherwise disadvantageous to such Lender. If any Lender shall
have become entitled to receive any further payments of additional amounts
pursuant to this Section 2.14 and shall not, after notice from the applicable
Borrower, have designated a different Lending Office so as to avoid the need for
such payments to such Lender, the Company shall have the right, with the
assistance of the Agent, to seek one or more substitute banks or financial
institutions (which may be one or more of the Lenders) reasonably satisfactory
to the Agent and the Company to purchase the Advances and Letters of Credit and
assume the Commitments of such Lender, and the Borrowers, the Agent, such Lender
and such substitute banks or financial institutions shall execute and deliver an
appropriately completed Assignment and Acceptance pursuant to Section 9.08(b)
hereof to effect the assignment of rights to and the assumption of obligations
by such substitute banks or financial institutions. Upon such purchase and
assumption by such substituted banks or financial institutions, the obligations
of such requesting Lender shall be discharged; provided that such requesting
Lender shall be entitled to compensation under this Section 2.14 for all amounts
owed to it pursuant to this Section prior to its replacement.

                  SECTION 2.15. SHARING OF PAYMENTS, ETC. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of setoff, or otherwise) on account of the Committed Advances or Letters
of Credit made by it (other than pursuant to Section 2.12 or 2.14) in excess of
its ratable share of payments on account of the Committed Advances or Letters of
Credit obtained by all the Lenders, as the case may be, such Lender shall
forthwith purchase from the other Lenders, as the case may be, such
participations in the Committed Advances or Letters of Credit made by them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them, provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be



                                       48
<PAGE>   54
rescinded and such Lender shall repay to the purchasing Lender the purchase
price to the extent of such recovery together with an amount equal to such
Lender's ratable share (according to the proportion of (a) the amount of such
Lender's required repayment to (b) 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. Each Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of setoff) with respect
to such participation as fully as if such Lender were the direct creditor of
such Borrower in the amount of such participation.

                  SECTION 2.16. EVIDENCE OF DEBT.

                  (a) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of each Borrower to
such Lender resulting from each Advance and Letter of Credit owing to such
Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

                  (b) The Register maintained by the Agent pursuant to Section
9.08(j) shall include a control account, and a subsidiary account for each
Lender, in which accounts (taken together) shall be recorded (i) the date,
amount and tenor, as applicable, of each Borrowing and Letter of Credit made
hereunder, the Type of Advances comprising such Borrowing and the Eurocurrency
Interest Period applicable thereto and, if such Advances are Eurocurrency
Advances, the currency in which such Advances are made and with respect to
Letters of Credit the tenor of such obligations, (ii) the terms of each
Assignment and Acceptance, Increased Commitment Acceptance and New Commitment
Acceptance delivered to and accepted by it, (iii) the amount of any principal or
interest due and payable or to become due and payable from the Borrowers to each
Lender hereunder, and (iv) the amount of any sum received by the Agent from the
Borrowers hereunder and each Lender's share thereof.

                  (c) The entries made in the Register shall be conclusive and
binding for all purposes, absent manifest error.

                  (d) If, in the opinion of any Lender, a promissory note or
other evidence of debt is required, appropriate or desirable to reflect or
enforce the indebtedness of a Borrower resulting from the Committed Advances or
Bid Advances made, or to be made, by such Lender



                                       49
<PAGE>   55
to such Borrower, then, upon request of such Lender, such Borrower shall
promptly execute and deliver to such Lender a promissory note substantially in
the form of EXHIBIT F-1 in the case of Committed Advances and EXHIBIT F-2 in the
case of Bid Advances, payable to the order of such Lender in an amount up to the
maximum amount of Committed Advances or Bid Advances, as the case may be,
payable or to be payable by such Borrower to such Lender from time to time
hereunder.

                  SECTION 2.17. CURRENCY EQUIVALENTS. For purposes of the
provisions of this Article II, (a) the equivalent in Dollars of any Major
Currency (other than Dollars) or Alternative Currency shall be determined by
using the quoted spot rate at which Citibank's principal office in London offers
to exchange Dollars for such Major Currency or Alternative Currency in London at
11:00 A.M. (London time) two Business Days prior to the date on which such
equivalent is to be determined, (b) the equivalent in any Major Currency or
Alternative Currency of any other Major Currency or Alternative Currency shall
be determined by using the quoted spot rate at which Citibank's principal office
in London offers to exchange such Major Currency or Alternative Currency for the
equivalent in Dollars of such other Major Currency or Alternative Currency in
London at 11:00 A.M. (London time) two Business Days prior to the date on which
such equivalent is to be determined, and (c) the equivalent in any Major
Currency (other than Dollars) or Alternative Currency of Dollars shall be
determined by using the quoted spot rate at which Citibank's principal office in
London offers to exchange such Major Currency or Alternative Currency for
Dollars in London at 11:00 A.M. (London time) two Business Days prior to the
date on which such equivalent is to be determined.

                  SECTION 2.18. LETTERS OF CREDIT.

                  (a) LETTERS OF CREDIT. Any Borrower may request, in accordance
with the provisions of this Section 2.18(a), that on and after the Closing Date,
until the date which occurs 30 days before the Termination Date, the Issuing
Banks issue Letters of Credit for the account of such Borrower in an aggregate
face amount (including, without limitation, the face amount of any Existing
Letters of Credit) not to exceed $50,000,000 outstanding at any one time, each
such Letter of Credit to expire on or before (i) in the case of Standby Letters
of Credit, the five year anniversary of its issuance and (ii) in the case of
Commercial Letters of Credit, 360 days after the date of its issuance; provided
that no Borrower shall request that the Issuing Banks issue any Letter of Credit
if after giving effect to the issuance of such Letter of Credit, either (I) the
Letter of Credit Usage shall exceed $50,000,000 outstanding or (II) the Total
Utilization of Commitments



                                       50
<PAGE>   56
shall exceed the aggregate Commitments then in effect; provided further, that a
Syndicated Letter of Credit shall not be denominated in a currency other than
Dollars; provided further, that for any Non-Syndicated Letter of Credit, the
Issuing Bank shall be Citibank (or its Designated Issuer), and the provisions of
Section 2.18(c) shall apply to such Letter of Credit. The issuance of any Letter
of Credit in accordance with the provisions of this Section 2.18 shall be given
effect in the calculation of the Total Utilization of Commitments and the
issuance of any Letter of Credit in accordance with the provisions of this
Section 2.18 shall require the satisfaction of each condition set forth in
Section 3.03.

                  The obligation of the Lenders and their Designated Issuers to
issue each Syndicated Letter of Credit shall be several and not joint and the
failure by any Lender or its Designated Issuer to issue such Letter of Credit
shall not relieve the other Lenders and their Designated Issuers from their
obligations to issue such Letters of Credit.

                  In order to facilitate the prompt issuance of all Letters of
Credit, each Issuing Bank shall appoint the Agent and its Designated Issuer its
Attorney-in-Fact with power to execute Letters of Credit on its behalf in
accordance with this Agreement.

                  (b) NOTICE OF ISSUANCE. Whenever a Borrower desires the
issuance of a Letter of Credit, it shall deliver to the Agent an executed
request for such Letter of Credit in the form attached hereto as EXHIBIT G, by
2:00 P.M. (New York time) at least two Business Days in advance of the proposed
date of issuance and the Agent shall give a copy thereof to each Issuing Bank,
by 5:00 P.M. (New York time) at least two Business Days or such shorter period
as may be agreed to by the Agent in any particular instance, in advance of the
proposed date of issuance, specifying (i) the proposed date of issuance (which
shall be a business day under the laws of the principal executive office of each
of the applicable Issuing Bank(s)), (ii) the face amount of the Letter of
Credit, (iii) the expiration date of the Letter of Credit, (iv) the name and
address of the beneficiary, (v) whether the Letter of Credit requested is a
Financial Standby Letter of Credit, a Performance Standby Letter of Credit or a
Commercial Letter of Credit, (vi) whether the Letter of Credit requested is a
Syndicated Letter of Credit or a Non-Syndicated Letter of Credit and (vii) the
purpose for which such Letter of Credit is to be issued. Each request for a
Letter of Credit shall be irrevocable when given.

                  Such written request shall certify that (i) after giving
effect to the issuance of the Letter of Credit, the



                                       51
<PAGE>   57
Letter of Credit Usage will not exceed $50,000,000 and (ii) the Letter of Credit
requested to be issued, when added to the then Total Utilization of Commitments,
will not exceed the aggregate Commitments then available, as the amount
available under the Commitments may be reduced from time to time pursuant to
Section 2.06 or limited from time to time pursuant to Section 2.01 and (iii)
Section 3.03 is satisfied on and as of the date of delivery of such notice, and
shall specify a precise description of the documents and the verbatim text of
any certificate to be presented by the beneficiary which, if presented by the
beneficiary prior to the expiration date of the Letter of Credit, would require
the applicable Issuing Bank(s) to make payment under the Letter of Credit;
provided that such Letter of Credit shall be in the form of EXHIBIT H; and
provided further that the applicable Issuing Bank(s), in their reasonable
judgment (with the consent of the applicable Borrower which will not be
unreasonably withheld), may require changes in any such documents and
certificates and the Letter of Credit.

                  Upon receipt by the Agent of such notice and such other
documents from the Borrower requesting the issuance of a Letter of Credit, if
the request for the Letter of Credit satisfies the requirements set forth above,
the Agent shall authorize the applicable Issuing Bank(s) to issue the Letters of
Credit. If any of the applicable Issuing Bank(s), in its sole discretion, elects
not to issue such Letter of Credit because issuance of such Letter of Credit may
violate any applicable laws or any of the standard practices or policies of the
Issuing Bank or any Lender relating to the issuance of letters of credit, such
Issuing Bank shall promptly, and in any event within one Business Day of its
receipt of the request for a Letter of Credit, so notify the Borrower and the
Agent and no Letter of Credit will be issued; provided that, if (x) Citibank, as
an Issuing Bank, did not so notify the Company of its election not to issue the
Letter of Credit and (y) the Letter of Credit was requested to be a Syndicated
Letter of Credit, then, at the request of the Company, the Agent or its
Designated Issuer shall promptly prepare the requested Letter of Credit, and
subject to the terms and conditions of this Section 2.18 and the applicable
conditions of Article III, the requested Letter of Credit shall be executed by
the Agent or its Designated Issuer on behalf of Citibank, as the Issuing Bank,
and shall be delivered to the Company (or its designee) by the Agent or its
Designated Issuer on the date of issuance specified by the Company, and such
Letter of Credit shall be a Non-Syndicated Letter of Credit and subject to the
provisions of Section 2.18(c). If no Issuing Bank notifies the Agent of its
inability to issue the Letter of Credit, the Agent or its Designated Issuer
shall promptly prepare the requested Letter of Credit with signature pages
prepared for the Agent or its Designated Issuer to execute



                                       52
<PAGE>   58
the Letter of Credit as Attorney-in-Fact for each Issuing Bank. Following such
authorization, but subject in any event to the terms and conditions of this
Section 2.18 and the applicable conditions of Article III the requested Letter
of Credit shall be executed by the Agent or its Designated Issuer on behalf of
the Issuing Banks and shall be delivered to the Borrower (or its designee) by
the Agent or its Designated Issuer on the date of issuance specified by the
Borrower, which Letter of Credit shall have been issued by each Issuing Bank,
severally and ratably, in accordance with its pro rata share of the Commitments
then in effect.

                  (c) PARTICIPATION IN LETTERS OF CREDIT. The provisions of this
Section 2.18(c) shall apply to Non-Syndicated Letters of Credit.

                  (i) The Issuing Bank shall be deemed to have sold and
transferred irrevocably and unconditionally to each Lender, without recourse or
warranty, and each Lender shall be deemed to have purchased and received
irrevocably and unconditionally, an undivided interest and participation to the
extent of such Lender's pro rata share of the aggregate Commitments then in
effect in each Letter of Credit and the Letter of Credit Usage in respect of
such Letter of Credit, and any collateral therefor, automatically as and when
the Letter of Credit is issued. In the event any reimbursement obligation in
respect of a Letter of Credit is not paid to the Issuing Bank when due, the
Issuing Bank shall promptly notify the Agent to that effect, and the Agent shall
promptly notify the Lenders of the amount of such reimbursement obligation and
each Lender shall promptly pay to the Issuing Bank, in same day funds, an amount
equal to such Lender's pro rata share of the aggregate Commitments then in
effect of the amount of such unpaid reimbursement obligation. Nothing in this
Section 2.18(c) shall be deemed to prejudice the right of any Lender to recover
from the Issuing Bank any amounts made available by such Lender to the Issuing
Bank pursuant to this Section 2.18(c) if the payment with respect to a Letter of
Credit by the Issuing Bank in respect of which payment was made by such Lender
constituted gross negligence or willful misconduct on the part of the Issuing
Bank.

                  (ii) In the event that each Lender has paid all amounts
payable by it under subsection (i) with respect to any reimbursement obligation
in respect of any Letter of Credit, promptly after the Issuing Bank receives a
payment from the applicable Borrower on account of a reimbursement obligation in
respect of such Letter of Credit, the Issuing Bank shall promptly pay to the
Agent, and the Agent shall promptly pay to each Lender, in same day funds, an
amount equal to each Lender's pro rata share thereof.



                                       53
<PAGE>   59
                  (iii) Upon the request of any Lender, the Issuing Bank shall
furnish to such Lender copies of any Letter of Credit and any other documents
related thereto as may be reasonably requested by such Lender.

                  (iv) If any payment received on account of any reimbursement
obligation in respect of a Letter of Credit and distributed to a Lender as a
participant under this Section 2.18(c) is thereafter set aside, avoided or
recovered from the Issuing Bank in connection with any receivership,
liquidation, reorganization or bankruptcy proceeding relating to any Borrower,
each Lender which received such distribution shall, upon demand by the Agent,
pay to the Issuing Bank such Lender's pro rata share of the aggregate Commitment
then in effect of the amount so set aside, avoided or recovered.

                  (v) No Lender shall have any right to look to or rely upon the
Agent or the Issuing Bank or any other Lender for any determination or
verification as to whether any condition set forth in this Section 2.18 or
Sections 3.01 or 3.03 has been met.

                  (d) PAYMENT OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. In the
event of any request for drawing under any Letter of Credit by the beneficiary
thereof, the Agent shall immediately notify the applicable Borrower and the
Issuing Banks, and such Borrower shall pay to the Agent for account of the
Issuing Banks, an amount equal to the amount necessary to reimburse the Issuing
Banks on the day on which such drawing is honored in an amount in same day funds
equal to the amount which the Issuing Banks paid as a result of such drawing. If
the amount in such Borrower's account with such Agent is insufficient to
reimburse the Issuing Banks or such Borrower shall fail to reimburse the Issuing
Banks on the date of any drawing under a Letter of Credit in an amount equal to
the amount of such drawing paid by the Issuing Banks, (i) such Borrower shall be
deemed to have given a Notice of Borrowing to the Agent requesting the Lenders
to make Committed Advances that are Base Rate Advances on the date on which such
drawing is honored in an amount equal to the amount of such drawing, and (ii)
subject to satisfaction or waiver of the conditions specified in Article III,
the Lenders shall, on the Business Day of such drawing, make Committed Advances
that are Base Rate Advances in the amount of such drawing together with accrued
interest thereon at the rate for Base Rate Advances from the date of drawing to
the date of such Advances, the proceeds of which shall be applied directly by
the Agent to reimburse the Issuing Banks for the amount of such drawing together
with such accrued interest thereon; provided, that, if for any reason (other
than the wrongful failure of the Lenders to make Advances) proceeds of Advances
are not received by any Issuing Bank on such date in an amount equal to the
amount



                                       54
<PAGE>   60
of such drawing paid by such Issuing Bank, together with accrued interest
thereon, such Borrower shall reimburse the Issuing Bank, within three Business
Days of the date of such drawing, in an amount in same day funds equal to the
excess of the amount of such drawing over the amount of such Advances, if any,
that are so received, plus accrued interest thereon. Interest on all amounts not
reimbursed to the Issuing Banks on the date of such drawing shall accrue at the
rates set forth in Section 2.08(c).

                  (e) CONTINUANCE OF EXISTING LETTERS OF CREDIT AS LETTERS OF
CREDIT. Notwithstanding anything to the contrary in this Agreement, subject to
the terms and conditions of this Agreement and in reliance on the
representations and warranties of the Borrowers set forth herein, as of the
Closing Date all Existing Letters of Credit shall be continued as Letters of
Credit under this Agreement and shall be deemed for all purposes (other than as
described below) to have been issued under and pursuant to the terms of this
Agreement; provided that solely with respect to the Existing Letters of Credit,
the provisions contained in Section 2.18 of the Existing Credit Agreement (other
than with respect to fees) and the Fourth Amendment to the Existing Credit
Agreement, dated as of February 17, 1995, and each other provision or definition
contained in the Existing Credit Agreement necessary to allow each party to
realize the full benefits of such Section 2.18 of the Existing Credit Agreement,
are hereby incorporated by reference into this Agreement as if set forth herein
in full; provided further that Bank of America Illinois (formerly known as
Continental Bank N.A.) shall execute this Agreement and become a party hereto
(and have all rights and benefits in relation hereto) with respect to this
Section 2.18(e) and the Existing Letters of Credit which it has issued and shall
be deemed to be an Issuing Bank with respect to such Letters of Credit. With
respect to Existing Letters of Credit each Lender shall be deemed to and hereby
agrees to, have irrevocably purchased from each Issuing Bank (other then itself)
which issued such Existing Letter of Credit a participation in such Existing
Letter of Credit and drawings thereunder in an amount equal to such Lender's pro
rata share (with respect to the Commitments) of the maximum amount that is or at
any time may become available to be drawn thereunder.

                  On a monthly basis, the Agent shall notify each Lender of the
amount of each such Lender's respective participations in the Existing Letters
of Credit determined in accordance with this Section 2.18(e).

                  If a Borrower shall fail to reimburse any Issuing Bank as
provided in Section 2.18(c) in an amount equal to the amount of any drawing
honored by an Issuing Bank under an Existing Letter of Credit issued by it
together with



                                       55
<PAGE>   61
accrued interest thereon, the Issuing Bank shall promptly give notice thereof to
the Agent, which shall promptly notify each Lender of the unreimbursed amount of
such drawing together with accrued interest thereon and of such Lender's
respective participation in the unreimbursed amount therein based on such
Lender's pro rata share of the Commitments. Each Lender shall make available to
the Agent for the account of the Issuing Bank an amount equal to its respective
participation in the unreimbursed amount, in same day funds, at the office of
the Issuing Bank specified in such notice, not later than 12:00 Noon (New York
City time) on the Business Day next following the date notified by the Issuing
Bank. The day of payment by each Lender to the Issuing Bank and the day of
notice by the Issuing Bank to each Lender shall be both a Business Day and a
business day under the laws of the jurisdiction of each such Lender. If any
Lender fails to make available to the Issuing Bank the amount of such Lender's
participation in such Existing Letter of Credit as provided in this Section
2.18(e), the Issuing Bank shall be entitled to recover such amount on demand
from such Lender, together with interest (to the extent such interest is not
received from the applicable Borrower) until such amount is recovered at the
Federal Funds Rate. Nothing in this Section 2.18(e) shall be deemed to prejudice
the right of any Lender to recover from the Issuing Bank any amounts made
available by such Lender to the Issuing Bank pursuant to this Section 2.18(e) if
the payment with respect to an Existing Letter of Credit by the Issuing Bank in
respect of which payment was made by such Lender constituted gross negligence or
willful misconduct on the part of the Issuing Bank. Each Issuing Bank shall
distribute to each other Lender which has paid all amounts payable by it under
this Section 2.18 with respect to any Existing Letter of Credit issued by the
Issuing Bank such other Lender's pro rata share (with respect to the
Commitments) of all payments received by the Issuing Bank from the applicable
Borrower or any of its Subsidiaries in reimbursement of drawings honored by the
Issuing Bank under such Existing Letter of Credit when such payments are
received. Each Borrower shall be liable to the Lenders for all of the principal
and interest made available by the Lenders to the Issuing Bank for such
Borrower's account pursuant to this Section and interest on all amounts made
available by Lenders to the Issuing Bank shall accrue at the rates set forth in
Section 2.08(c). All such principal and interest amounts shall be part of the
Obligations.

                  (f) COMPENSATION. Each Borrower agrees to pay to the Agent for
the account of the Lenders (or if specified in writing to the Agent by any
Lender its Designated Issuer), ratably, according to their respective pro rata
share of the Commitments, with respect to each Letter of Credit issued (provided
that the fees described in clauses (iv) and (v)



                                       56
<PAGE>   62
below shall be paid solely to Citibank or the Agent, as applicable Designated
Issuer for its own account):

                  (i) if a Commercial Letter of Credit, a Commercial Letter of
         Credit issuance fee equal to 0.20% of the maximum amount available to
         be drawn under such Commercial Letter of Credit, payable on the
         issuance date;

                  (ii) if a Standby Letter of Credit, a Standby Letter of Credit
         fee (x) in the case of any Financial Standby Letter of Credit, equal to
         the Standby L/C Rate and (y) in the case of any Performance Standby
         Letter of Credit, equal to the Standby L/C Rate minus 0.10% per annum,
         in each case of the maximum amount available to be drawn under such
         Standby Letter of Credit on the basis of the actual number of days
         elapsed in a (360-day) year, payable quarterly in arrears;
         notwithstanding any provisions contained in this Section 2.18(f)(ii),
         following the occurrence and during the continuance of an Event of
         Default described in Section 6.01(a), Section 6.01(e), Section 6.01(f)
         or Section 6.01(c) with respect to the reference therein to Sections
         5.02(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m) or
         (n),to the extent permitted by applicable law, the Standby Letter of
         Credit fees shall be in an amount until paid in full at a rate per
         annum that is 2% above the fees otherwise payable pursuant to this
         Section 2.18(f)(ii);

                  (iii) with respect to drawings made under any Letter of
         Credit, interest, payable on demand, on the amount paid by the Issuing
         Bank in respect of each such drawing from the date of the drawing
         through the date such amount is reimbursed by the Borrower (including
         any such reimbursement out of the proceeds of Base Rate Advances
         pursuant to Section 2.18(c)) at a rate equal to the Base Rate in effect
         from time to time; provided, however, that after the occurrence and
         during the continuance of an Event of Default described in Section
         6.01(a) or Section 6.01(c) with respect to the reference therein to
         Section 5.02(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l),
         (m) or (n), such unreimbursed drawing shall bear interest, from the
         date on which such Event of Default shall have occurred until such
         amount is paid in full, payable on demand, at a rate per annum equal at
         all times to 2.0% per annum over the Base Rate in effect from time to
         time;

                  (iv) if a Standby Letter of Credit issued by Citibank, as the
         Issuing Bank, a fronting fee equal to 0.10% per annum of the maximum
         amount available to be drawn under such Standby Letter of Credit on the
         basis



                                       57
<PAGE>   63
         of the actual number of days elapsed in a (360-day) year, payable 
quarterly in arrears; and

                  (v) negotiation, amendment, presentation, administrative,
         documentary, transfer, cancellation and processing charges and other
         charges in accordance with the Agent's Designated Issuer's standard
         schedule for such charges from time to time in effect.

                  Promptly upon receipt by the Agent or its Designated Issuer of
any amount described above, the Agent or its Designated Issuer shall distribute
(a) with respect to amounts in clauses (i), (ii) or (iii), to each Lender (or
its Designated Issuer) its pro rata share (with respect to the Commitments) of
such amount, (b) with respect to amounts in clause (iv) to Citibank, as the
Issuing Bank and (c) with respect to amounts in clause (v), to the Agent. All
amounts provided for by this Section 2.18(f) are payable notwithstanding any
cancellation or prepayment of any Letter of Credit issued hereunder.

                  (g) OBLIGATIONS ABSOLUTE. The obligation of each Borrower to
reimburse each Issuing Bank for drawings made under the Letters of Credit issued
by it at the request of such Borrower and the obligations of the Lenders under
Section 2.18(d) shall be unconditional and irrevocable and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including, without limitation, the following circumstances:

                  (i) any lack of validity or enforceability of any Letter of
         Credit or any other agreement or instrument relating thereto;

                  (ii) the existence of any claim, setoff, recoupment, defense
         or other right that any Borrower, any of its Subsidiaries or any
         Issuing Bank may have at any time against any beneficiary or any
         transferee of any Letter of Credit (or any persons or entities for whom
         any such transferee may be acting), any Issuing Bank (other than in
         respect of the gross negligence or wilful misconduct of such Issuing
         Bank) or any other Person, whether in connection with this Agreement,
         the transactions contemplated herein or any unrelated transaction
         (including any underlying transaction between any Borrower or one of
         its Subsidiaries and the beneficiary for which the Letter of Credit was
         procured);

                  (iii) any draft, demand, certificate or any 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;



                                       58
<PAGE>   64
                  (iv) payment by the Agent or any Issuing Bank under any Letter
         of Credit against presentation of a demand, draft or certificate or
         other document that does not comply with the terms of such Letter of
         Credit; provided that such payment does not constitute gross negligence
         or willful misconduct of the Issuing Bank;

                  (v) the occurrence of any Material Adverse Effect;

                  (vi) any breach by any Borrower, any of its Subsidiaries, the
         Agent or any Issuing Bank of this Agreement or any other documents
         executed pursuant to this Agreement;

                  (vii) the fact that an Event of Default or a Potential Event
         of Default shall have occurred and be continuing; or

                  (viii) any other circumstance or happening whatsoever that is
         similar to any of the foregoing.

                  (h) INDEMNIFICATION; NATURE OF ISSUING BANK'S DUTIES. In
addition to amounts payable as elsewhere provided in this Section 2.18, each
Borrower hereby agrees to protect, indemnify, pay and hold the Agent, the
Lenders and the Issuing Banks harmless from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and expenses (including
reasonable attorneys' fees and allocated costs of internal counsel) that the
Agent, the Lenders or the Issuing Banks may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of any Letter of Credit, or
(ii) the failure of any Issuing Bank to honor a drawing under any Letter of
Credit as a result of any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or governmental authority (all
such acts or omissions are herein called "Government Acts").

                  As among the Borrowers, the Agent, the Lenders and the Issuing
Banks, the Borrowers assume all risks of the acts and omissions of, or misuse of
the Letters of Credit issued by the Agent or the Issuing Banks by, the
respective beneficiaries of such Letters of Credit. In furtherance and not in
limitation of the foregoing, subject to the last paragraph of this Section
2.18(h), the Agent and the Issuing Banks shall not be responsible: (i) for the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of such Letters of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)
for the validity or sufficiency of any instrument



                                       59
<PAGE>   65
transferring or assigning or purporting to transfer or assign any such 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 or for the
identity of any purported transferee or assignee of any beneficiary thereof;
(iii) for failure of the beneficiary of any such Letter of Credit to comply
fully with immaterial conditions required in order to draw upon such Letter of
Credit; (iv) for errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether
or not they be in cipher; (v) for errors in interpretation of technical terms;
(vi) for any loss or delay in the transmission or otherwise of any document
required in order to make a drawing under any such Letter of Credit or of the
proceeds thereof; (vii) for the misapplication by the beneficiary of any such
Letter of Credit of the proceeds of any drawing under such Letter of Credit; and
(viii) for any consequences arising from causes beyond the control of the Agent
or the Issuing Banks, including, without limitation, any Government Acts. None
of the above shall affect, impair, or prevent the vesting of any of the Agents
or any Issuing Bank's rights or powers hereunder.

                  In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted to be
taken by the Agent or any Issuing Bank under or in connection with the Letters
of Credit issued by it or the related certificates, if taken or omitted in good
faith, and to the extent not with gross negligence or willful misconduct, shall
not put the Agent or any Issuing Bank under any resulting liability to the
Borrowers or any of their Subsidiaries.

                  Notwithstanding anything to the contrary contained in this
Section 2.18(h), no Borrower shall have any obligation to indemnify the Agent,
the Lenders or any Issuing Bank in respect of any liability incurred by Agent,
the Lenders or any Issuing Bank arising solely out of the gross negligence or
willful misconduct of such entity.

                  (i) AGENT AND ITS DESIGNATED ISSUER. The Agent or its
Designated Issuer, on behalf of the Issuing Banks shall be responsible only to
determine that the documents and certificates required to be delivered under
each Letter of Credit have been delivered and that they comply on their face
with the requirements of that Letter of Credit. The Agent's Designated Issuer
shall be fully protected for its actions hereunder and have all of the benefits
and immunities provided to the Agent hereunder and in Article VII with respect
to any acts taken or omissions suffered in connection with this Section 2.18 and
for such purposes the Designated Issuer shall be deemed to be the "Agent" in
Article VII.



                                       60
<PAGE>   66
                  (j) COMPUTATION OF INTEREST. Interest payable pursuant to this
Section 2.18 shall be computed on the basis of a 360-day year and the actual
number of days elapsed in the period during which it accrues.

                  (k) REPORTS. The Agent shall furnish to each Issuing Bank, on
or before the fifth Business Day of each month, a written report setting forth
the average daily aggregate maximum amount available to be drawn (assuming
compliance with all conditions to drawing) during the preceding month under all
Letters of Credit.

                  (l) TERMINATION. On or before the Termination Date, the
Borrowers shall pay to Agent an amount equal to the maximum amount that may at
any time be drawn under all Letters of Credit outstanding on the Termination
Date as set forth in Section 6.02.

                  SECTION 2.19. USE OF PROCEEDS.

                  (a) BORROWINGS AND LETTERS OF CREDIT. The proceeds of the
Borrowings may be used by the Borrower to refinance the Existing Credit
Agreement and for general corporate purposes including Non-Hostile Acquisitions
otherwise permitted under this Agreement. Letters of Credit may be for general
corporate purposes, including, without limitation, to support the issuance of
bid, performance and advance payment bonds subject to the limitations set forth
in Section 2.18.

                  (b) MARGIN REGULATIONS. No portion of the proceeds of any
Borrowings or Letters of Credit under this Agreement shall be used by any
Borrower or any of the Borrower's Subsidiaries in any manner which might cause
the borrowing or the application of such proceeds to violate, or require any
Lender to make any filing or take any other action under, Regulation G,
Regulation U, Regulation T, or Regulation X of the Board of Governors of the
Federal Reserve System or any other regulation of such Board or to violate the
Securities Exchange Act of 1934, in each case as in effect on the date or dates
of such borrowing and such use of proceeds.

                                   ARTICLE III
                              CONDITIONS OF LENDING

                  SECTION 3.01. CONDITIONS PRECEDENT TO INITIAL ADVANCES. (A)
INITIAL ADVANCES TO THE COMPANY. The obligation of each Lender (other than the
Designated Bidders) to make its initial Advance to the Company is subject to the
following conditions precedent:

                  (a) The Agent shall have received on or before the day of the
initial Borrowing the following, each dated



                                       61
<PAGE>   67
such day, in form and substance satisfactory to the Agent and in sufficient
copies for each Lender:

                  (i) Certified copies of the resolutions of the Executive
         Committee of the Board of Directors of the Company approving this
         Agreement, and of all documents evidencing other necessary corporate
         action and governmental approvals, if any, with respect to this
         Agreement;

                  (ii) A certificate of the Secretary or an Assistant Secretary
         of the Company certifying the names and true signatures of the officers
         of the Company authorized to sign this Agreement and the other
         documents to be delivered hereunder;

                  (iii) Certified copies of Company's Certificate of
         Incorporation, together with good standing certificates from the state
         of its incorporation and its principal place of business, each to be
         dated a recent date prior to the Closing Date;

                  (iv) Copies of the Company's Bylaws, certified as of the
         Closing Date by its Secretary or an Assistant Secretary;

                  (v) Executed originals of this Agreement and the other
         documents required to be delivered hereunder on or before the effective
         date hereof and to which the Company is a party;

                  (vi) A favorable opinion of Debevoise & Plimpton,
         substantially in the form of EXHIBIT I hereto and Senior Counsel for
         the Company, substantially in the form of EXHIBIT J hereto;

                  (vii) A favorable opinion of O'Melveny & Myers, counsel for
         the Agent, substantially in the form of EXHIBIT K hereto;

                  (viii) Evidence of endorsements concerning each insurance
         policy of the Company and its Subsidiaries which shall be in form and
         substance satisfactory to Agent;

                  (ix) An executed original of a Subsidiary Guaranty,
         substantially in the form of EXHIBIT L annexed hereto, from each
         Subsidiary of the Company that is required to enter into a Subsidiary
         Guaranty pursuant to Section 5.01(b);

                  (x) Certified copies of the resolutions of the Board of
         Directors of each Subsidiary of the Company referenced in clause (ix)
         above approving its



                                       62
<PAGE>   68
         Subsidiary Guaranty, and of all documents evidencing other necessary
         corporate action and governmental approvals, if any, with respect to
         its Subsidiary Guaranty;

                  (xi) A certificate of the Secretary or an Assistant Secretary
         of each Subsidiary of the Company referenced in clause (ix) above (or,
         in the case of a foreign Subsidiary, a similar officer for companies in
         such foreign country) certifying the names and true signatures of the
         officers of the Company authorized to sign its Subsidiary Guaranty and
         the other documents to be delivered hereunder;

                  (xii) Certified copies of the Certificate of Incorporation of
         each Subsidiary of the Company referenced in clause (ix) above,
         together with good standing certificates from the state of its
         incorporation and its principal place of business, each to be dated a
         recent date prior to the Closing Date (or, with respect to foreign
         Subsidiaries, such appropriate similar documents for companies in such
         foreign country);

                  (xiii) Copies of the Bylaws of each Subsidiary of the Company
         referenced in clause (ix) above (or, with respect to foreign
         Subsidiaries, such appropriate similar documents for companies in such
         foreign country), certified as of the Closing Date by its Secretary or
         an Assistant Secretary (or, in the case of a foreign Subsidiary, a
         similar officer for companies in such foreign country); and

                  (xiv) Such other instruments, information or documents as the
         Agent may reasonably request.

                  (b) The Company shall have paid to the Agent, for distribution
(as appropriate) to the Agent and the Lenders, the fees and expenses payable on
the Closing Date.

                  (c) The Company shall have delivered to the Agent an officers'
certificate, in form and substance satisfactory to the Agent, to the effect that
the representations and warranties in Article IV hereof are true, correct and
complete in all material respects on and as of the Closing Date to the same
extent as though made on and as of that date.

                  (d) All "Commitments" (as defined in the Existing Credit
Agreement) shall have been terminated and all Obligations thereunder shall have
been paid in full, except for the Existing Letters of Credit that are continued
under this Agreement.



                                       63
<PAGE>   69
                  (b) INITIAL ADVANCE TO A DESIGNATED SUBSIDIARY. The obligation
of each Lender to make an initial Advance to a Designated Subsidiary is subject
to the condition precedent that the Agent shall have received on or before the
day of such Borrowing the following, each dated such day (unless otherwise
stated), in form and substance satisfactory to the Agent and in sufficient
copies for each Lender:

                  (i) Certified copies of the resolutions of the Board of
         Directors of the Designated Subsidiary approving this Agreement, and of
         all documents evidencing other necessary corporate action and
         governmental approvals, if any, with respect to this Agreement;

                  (ii) A certificate of the Secretary or an Assistant Secretary
         of the Designated Subsidiary (or, in the case of a foreign Subsidiary,
         a similar officer for companies in such foreign country) certifying the
         names and true signatures of the officers of the Designated Subsidiary
         authorized to sign this Agreement and the other documents to be
         delivered hereunder;

                  (iii) Certified copies of the Designated Subsidiary's
         Certificate of Incorporation, together with good standing certificates
         from the state of its incorporation and its principal place of business
         (if applicable), each to be dated a recent date prior to the date of
         the initial Advance to such Designated Subsidiary (or, with respect to
         foreign Subsidiaries, such appropriate similar documents for companies
         in such foreign country);

                  (iv) Copies of the Designated Subsidiary's Bylaws (or, with
         respect to foreign Subsidiaries, such appropriate similar documents for
         companies in such foreign country), certified as of the date of the
         initial Advance to such Designated Subsidiary by its Secretary or an
         Assistant Secretary (or, in the case of a foreign Subsidiary, a similar
         officer for companies in such foreign country) ;

                  (v) Executed originals of this Agreement, the Borrower
         Designation and Acceptance, a Subsidiary Guaranty and the other
         documents to which the Designated Subsidiary is a party; and

                  (vi) The Agent shall have received such other opinions of
         counsel, instruments, information or documents as the Agent or the
         Majority Lenders may reasonably request.



                                       64
<PAGE>   70
                  SECTION 3.02. CONDITIONS PRECEDENT TO EACH COMMITTED
BORROWING. The obligation of each Lender to make an Advance on the occasion of
each Borrowing (including the initial Committed Borrowing) shall be subject to
the further conditions precedent that on the date of such Borrowing (a) the
following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and acceptance by the Borrower requesting such Borrowing of
the proceeds of such Borrowing shall constitute a representation and warranty by
such Borrower that on the date of such Borrowing such statements are true):

                  (i) The representations and warranties contained in Article IV
         are correct on and as of the date of such Borrowing (except (x) to the
         extent that such representations and warranties expressly relate solely
         to an earlier date and then shall be correct as of such date and (y)
         that the representation and warranty set forth in Section 4.03 as to
         lack of material adverse change is made since the date of the then most
         recent financial statement delivered pursuant to Section 5.01 (a)(ii)),
         before and after giving effect to such Borrowing and to the application
         of the proceeds therefrom, as though made on and as of such date; and

                  (ii) No event has occurred and is continuing, or would result
         from such Borrowing or from the application of the proceeds therefrom,
         which constitutes an Event of Default or a Potential Event of Default.

                  SECTION 3.03. CONDITIONS TO ALL LETTERS OF CREDIT. The
obligation of the Issuing Banks to issue any Letter of Credit hereunder and the
issuance of any Letter of Credit by the Issuing Banks hereunder are subject to
prior or concurrent satisfaction of all of the following conditions:

                  (a) INITIAL ADVANCE CONDITIONS. On or before the date of
issuance of the initial Letter of Credit pursuant to this Agreement, each of the
conditions set forth in Section 3.01 shall have been satisfied.

                  (b) NOTICE REQUESTING ISSUANCE. On or before the date of
issuance of each Letter of Credit, Agent shall have received, in accordance with
the provisions of Section 2.18, a notice requesting the issuance of such Letter
of Credit, all other information specified in Section 2.18 and such other
documents and information as the Issuing Banks may reasonably require in
connection with the issuance of such Letter of Credit.

                  (c) GENERAL ADVANCE CONDITIONS. On the date of issuance of
each Letter of Credit, all conditions precedent



                                       65
<PAGE>   71
described in Section 3.02 shall be satisfied to the same extent as though the
issuance of such Letter of Credit were the making of a Borrowing and the date of
issuance of such Letter of Credit were a date of the funding of such Borrowing.

                  SECTION 3.04. CONDITIONS PRECEDENT TO EACH BID BORROWING. The
obligation of each Lender which is to make a Bid Advance on the occasion of a
Bid Borrowing (including the initial Bid Borrowing) to make such Bid Advance as
part of such Bid Borrowing is subject to the conditions precedent that (a) on or
before the date of such Bid Borrowing pursuant to this Agreement, each of the
conditions set forth in Sections 3.01 and 3.02 shall have been satisfied and (b)
the Agent shall have received, by telecopier, telex or cable, the written Notice
of Bid Borrowing with respect thereto.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. DUE INCORPORATION, ETC. Each of the Company and
the Subsidiary Guarantors is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction indicated next to such
corporation's name on SCHEDULE 4.01 as supplemented and has all requisite
corporate power and authority to own or lease and operate its properties and to
carry on its business as now conducted, and to execute and deliver, and to
perform all of its obligations under, any Loan Document to which it is a party,
and the transactions and documents contemplated hereby to which it is a party.
Each of the Company and its Subsidiaries is duly qualified or licensed to do
business as a foreign corporation in good standing in all jurisdictions in which
it owns or leases assets and property or in which the conduct of its business
requires it to so qualify or be licensed, except where the failure to so qualify
or be licensed would not have a Material Adverse Effect. Each Subsidiary of the
Company on the date hereof is set forth on SCHEDULE 4.01.

                  SECTION 4.02. AUTHORIZATION OF BORROWING, ETC.

                  (a) AUTHORIZATION OF BORROWING, NO CONFLICT. The execution,
delivery and performance by the Company and each Subsidiary of the Company that
is a party to a Loan Document of the Loan Documents, the payment and performance
of all Obligations, and the issuance, delivery and payment of the Letters of
Credit and the consummation of the transactions contemplated hereby are within
each such entity's corporate powers, have been duly authorized by all necessary
corporate action by Company and each Subsidiary of Company which is a party to a
Loan Document, do not contravene (i) the



                                       66
<PAGE>   72
Company's and such Subsidiary's certificate of incorporation or by-laws, or (ii)
any law, rule, regulation (including, without limitation, Regulation G, U or X
of the Board of Governors of the Federal Reserve System), order, writ, judgment,
injunction, decree, determination or award or any contractual restriction
binding on or affecting the Company or such Subsidiary or any of its properties,
and do not result in or require the creation of any lien, security interest or
other charge or encumbrance upon or with respect to any of its properties;
neither the Company nor any of its Subsidiaries is in default under any such
law, rule, regulation, order, writ, judgment, injunction, decree, determination,
award or restriction, in any respect which is likely to have a Material Adverse
Effect.

                  (b) GOVERNMENTAL CONSENTS. No authorization, consent, approval
or other action by, and no notice to or filing with, any governmental authority
or regulatory body is currently or is reasonably expected to be required on the
part of the Company or any Subsidiary of the Company that is a party to a Loan
Document for the due execution, delivery or performance by the Company or any of
its Subsidiaries of any Loan Document, the payment and performance of the
Obligations by the Company or any of its Subsidiaries, and the issuance,
delivery and payment of the Letters of Credit and the consummation of the
transactions contemplated hereby, except such authorizations, consents,
approvals, other actions, notices or filings which, if not obtained, either (i)
would not adversely affect the ability of the Company and each of its
Subsidiaries that is a party to a Loan Document to perform the transactions
contemplated by the Loan Documents, or (ii) would not have a Material Adverse
Effect.

                  (c) DUE EXECUTION AND DELIVERY; BINDING OBLIGATIONS. This
Agreement and each other Loan Document, if any, have been, or will be, duly
executed and delivered by the Company and each of its Subsidiaries which is a
party thereto. This Agreement and each other Loan Document, if any, and the
Obligations are, or will be, legally valid and binding obligations of the
Company and each of its Subsidiaries which is a party thereto, enforceable
against the Company or such Subsidiary in accordance with their respective
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.

                  SECTION 4.03. FINANCIAL CONDITION. The consolidated balance
sheets of the Company and its Subsidiaries at September 30, 1995 and the related
consolidated statements of income and cash flows, copies of which have been
furnished to each Lender, were prepared in



                                       67
<PAGE>   73
conformity with GAAP. All such financial statements do and all financial
statements delivered to Lenders pursuant to Section 5.01 hereof after the
Closing Date will fairly present the consolidated financial position of the
Company and its Subsidiaries as at the respective dates thereof and the
consolidated results of operations and cash flows of the Company and its
Subsidiaries for each of the periods covered thereby, subject, in the case of
any unaudited interim financial statements, to changes resulting from normal
year-end adjustments. Since December 31, 1994 there has been no material adverse
change in the business, condition (financial or otherwise), operations or
properties of Company or the Company and its Subsidiaries taken as a whole.

                  SECTION 4.04. ABSENCE OF LITIGATION; LITIGATION DESCRIPTION.
No actions, suits, investigations, litigation or proceedings are pending or, to
the knowledge of the Company, threatened against or affecting the Company or any
of its Subsidiaries or the properties of the Company or any such Subsidiary
before any court, arbitrator or governmental agency, department, commission,
board, bureau or instrumentality, domestic or foreign, (a) that would have a
Material Adverse Effect, or (b) which purports to affect the legality, validity
or enforceability of this Agreement and any other Loan Document.

                  SECTION 4.05. PAYMENT OF TAXES. The Company and each of its
Subsidiaries have filed or caused to be filed all tax returns (Federal, state,
local and foreign) required to be filed and paid all amounts of taxes shown
thereon to be due, including interest and penalties, except for (a) such taxes
as are being contested in good faith and by proper proceedings and with respect
to which appropriate reserves are being maintained by the Company or any such
Subsidiary, as the case may be or (b) those the failure to pay which would not
have a Material Adverse Effect.

                  SECTION 4.06. GOVERNMENTAL REGULATION. The Company is not
subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act or the Investment Company Act of
1940, each as amended, or to any Federal or state statute or regulation limiting
its ability to incur indebtedness for money borrowed. No Subsidiary is subject
to any regulation that would limit the ability of the Company to enter into or
perform its obligations under this Agreement.

                  SECTION 4.07. NOT A PURPOSE CREDIT. The Company and its
Subsidiaries are not engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock (within the meaning of Regulation G, U or
X issued by the Board of Governors of the Federal Reserve System), and no
proceeds of any Advance or Letter of Credit,



                                       68
<PAGE>   74
will be used to purchase or carry any margin stock or to extend credit to others
for the purpose of purchasing or carrying any margin stock.

                  SECTION 4.08. ERISA.

                  (a) No ERISA Event which might result in liability to PBGC
(other than for premiums payable under Title IV of ERISA) has occurred or is
reasonably expected to occur with respect to any Pension Plan.

                  (b) Schedule B (Actuarial Information) to the December 31,
1994 annual report (Form 5500 Series) for each Pension Plan, copies of which
have been filed with the Internal Revenue Service and furnished to the Agent, is
complete and accurate and fairly presents the funding status of such Pension
Plan, and since the date of such Schedule B there has been no material adverse
change in such funding status.

                  (c) Neither the Company nor any ERISA Affiliate has incurred,
or is reasonably expected to incur, any Withdrawal Liability to any
Multiemployer Plan.

                  (d) Neither the Company nor any ERISA Affiliate has been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization or has been terminated, within the meaning of Title IV of
ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization
or to be terminated within the meaning of Title IV of ERISA.

                  SECTION 4.09. DISCLOSURE. No representation or warranty of the
Company or any Subsidiary of the Company contained in any Loan Document
(including any Schedule furnished in connection herewith) or any other document,
certificate or written statement furnished to the Agent, the Co-Agent or any
Lender by or on behalf of the Company for use in connection with the
transactions contemplated by this Agreement contains any untrue statement of a
material fact or omits to state a material fact (known to the Company in the
case of any documents not furnished by it) necessary in order to make the
statements contained herein or therein not misleading in light of the
circumstances under which the same were made. The projections and pro forma
financial information contained in such materials are based upon good faith
estimates and assumptions believed by the Persons responsible for preparing such
projections and pro forma financial information to be reasonable at the time
made, it being recognized by the Lenders that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results. There are no facts known to the Company (other than matters of a



                                       69
<PAGE>   75
general economic nature) that have had or could reasonably be expected to have a
Material Adverse Effect that have not been disclosed herein or in the other
documents, certificates and written statements referred to in this Section 4.09.

                  SECTION 4.10. INSURANCE. The Company and its Subsidiaries have
in full force insurance coverage of their respective properties, assets and
business (including casualty, general liability, products liability and business
interruption insurance) that is (i) no less protective in any material respect
than the insurance the Company and its Subsidiaries have carried in accordance
with their past practices or (ii) prudent given the nature of the business of
the Company and its Subsidiaries and the prevailing practice among companies
similarly situated.

                  SECTION 4.11. ENVIRONMENTAL MATTERS. (a) The Company and each
of its Subsidiaries is in compliance in all material respects with all
Environmental Laws the non-compliance with which can reasonably be expected to
have a Material Adverse Effect and (b) there has been no "release or threatened
release of a hazardous substance" (as defined by the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. ss. 9601
et seq.) or any other release, emission or discharge into the environment of any
hazardous or toxic substance, pollutant or other materials from the Company's or
its Subsidiaries' property other than as permitted under applicable
Environmental Law and other than those which would not have a Material Adverse
Effect. Other than disposals for which the Company has been indemnified in full
or disposals prior to the Closing Date which would not have a Material Adverse
Effect, all "hazardous waste" (as defined by the Resource Conservation and
Recovery Act, 42 U.S.C. ss.6901 et seq. (1976) and the regulations thereunder,
40 CFR Part 261 ("RCRA")) generated at the Company's or any Subsidiaries'
properties and removed for disposal have in the past been and shall continue to
be disposed of at sites which maintain valid permits under RCRA and any
applicable state or local Environmental Law.

                  SECTION 4.12. PERFORMANCE OF AGREEMENTS. Neither the Company
nor any of its Subsidiaries is in default in the performance, observance or
fulfillment of any of the obligations, covenants, or conditions contained in any
contractual obligation of the Company or of such Subsidiary, except where the
consequences, direct or indirect, of such default or defaults, if any, has not
had and could not reasonably be expected to have a Material Adverse Effect and
no condition exists that, with the giving of due notice or the lapse of time or
both, would constitute such a default, except where the consequences, direct or
indirect, of such



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<PAGE>   76
default, if any, has not had and could not reasonably be expected to have a 
Material Adverse Effect.


                                    ARTICLE V
                            COVENANTS OF THE COMPANY

                  SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder and until
the expiration, the cancellation and the payment in full or cash
collateralization of all Letters of Credit, the Company will, unless the
Majority Lenders shall otherwise consent in writing:

                  (A) REPORTING REQUIREMENTS. Furnish to the Lenders:

                  (i) as soon as available and in any event within 50 days after
         the end of each of the first three quarters of each fiscal year of the
         Company, consolidated balance sheets of the Company and its
         Subsidiaries as of the end of such quarter and consolidated statements
         of income and cash flows of the Company and its Subsidiaries for the
         period commencing at the end of the previous fiscal year and ending
         with the end of such quarter, certified by the chief accounting officer
         of the Company as fairly presenting the financial condition of Company
         and its Subsidiaries as at the dates indicated and the results of their
         operations for the periods indicated, subject to changes resulting from
         audit and normal year-end adjustment;

                  (ii) as soon as available and in any event within 100 days
         after the end of each fiscal year of the Company, a copy of the annual
         audit report for such year for the Company and its Subsidiaries,
         containing financial statements (including a consolidated balance
         sheet, consolidated statements of income and shareholders' equity and
         cash flows of Company and its Subsidiaries) for such year certified by
         Price Waterhouse LLP or other nationally recognized independent public
         accountants acceptable to the Majority Lenders. The certification shall
         be unqualified (as to going concern, scope of audit and disagreements
         over the accounting or other treatment of offsets) and shall state that
         such consolidated financial statements present fairly the financial
         position of Company and its Subsidiaries as at the dates indicated and
         the results of their operations and cash flow for the periods indicated
         in conformity with GAAP applied on a basis consistent with prior years
         (except as otherwise stated therein) and that the



                                       71
<PAGE>   77
         examination by such accountants in connection with such consolidated
         financial statements has been made in accordance with generally
         accepted auditing standards;

                  (iii) together with each delivery of the reports of Company
         and its Subsidiaries pursuant to subsections (i) and (ii) above, a
         compliance certificate for the quarter or year, as applicable, executed
         by the chief accounting officer of the Company (A) stating that the
         signer has reviewed the terms of this Agreement and has made, or caused
         to be made under his or her supervision, a review in reasonable detail
         of the transactions and condition of Company and its Subsidiaries
         during the accounting period covered by such financial statements and
         that such review has not disclosed the existence during or at the end
         of such accounting period, and that the signer does not have knowledge
         of the existence as at the date of the compliance certificate, of any
         condition or event that constitutes an Event of Default or Potential
         Event of Default or, if any such condition or event existed or exists,
         specifying the nature and period of existence thereof and what action
         Company has taken, is taking and proposes to take the respect thereto,
         and (B) demonstrating in reasonable detail compliance during (as
         required thereunder) and at the end of such accounting periods with
         certain of the restrictions contained in Section 5.02(a), (c), (d) and
         (f);

                  (iv) together with each delivery of Company's annual report
         pursuant to subsection (ii) above, a written statement by the
         independent public accountants giving the report thereon (A) stating
         that their audit examination has included a review of the terms of the
         Agreement as they relate to accounting matters and (B) stating whether,
         in connection with their audit examination, any condition or event that
         constitutes an Event of Default or Potential Event of Default has come
         to their attention, and if such a condition or event has come to their
         attention, specifying the nature and period of existence thereof;
         provided, that such accountants shall not be liable by reason of any
         failure to obtain knowledge of any such Event of Default or Potential
         Event of Default that would not be disclosed in the course of a
         reasonable audit examination;

                  (v) as soon as available and in any event within 60 days after
         the beginning of each fiscal year, a copy of the annual business and
         financial plan (including forecasts) of the Company and its
         consolidated Subsidiaries, for such fiscal year and for the next two
         fiscal years on an annual basis, in form and substance reasonably
         satisfactory to the Agent;



                                       72
<PAGE>   78
                  (vi) as soon as possible and in any event within five days
         after any Responsible Officer of the Company becoming aware of the
         occurrence of any Change of Control and of each Event of Default and of
         each Potential Event of Default continuing on the date of such
         statement, a statement of the chief accounting officer of the Company
         setting forth details of such Event of Default or event and the action
         which the Company has taken and proposes to take with respect thereto;

                  (vii) promptly after any significant change in accounting
         policies or reporting practices, notice and a description in reasonable
         detail of such change;

                  (viii) promptly and in any event within 30 days after the
         Company or any ERISA Affiliate becomes aware that any ERISA Event
         referred to in clause (i) of the definition of ERISA Event with respect
         to any Pension Plan has occurred which might result in liability to the
         PBGC a statement of the chief accounting officer of the Company
         describing such ERISA Event and the action, if any, that the Company or
         such ERISA Affiliate has taken or proposes to take with respect
         thereto;

                  (ix) promptly and in any event within 10 days after the
         Company or any ERISA Affiliate becomes aware that any ERISA Event
         (other than an ERISA Event referred to in (viii) above) with respect to
         any Pension Plan has occurred which might result in liability to the
         PBGC, a statement of the chief accounting officer of the Company
         describing such ERISA Event and the action, if any, that the Company or
         such ERISA Affiliate has taken or proposes to take with respect
         thereto;

                  (x) promptly and in any event within five Business Days after
         receipt thereof by the Company or any ERISA Affiliate from the PBGC,
         copies of each notice from the PBGC of its intention to terminate any
         Pension Plan or to have a trustee appointed to administer any Pension
         Plan;

                  (xi) promptly and in any event within seven Business Days
         after receipt thereof by the Company or any ERISA Affiliate from the
         sponsor of a Multiemployer Plan, a copy of each notice received by the
         Company or any ERISA Affiliate concerning (w) the imposition of
         Withdrawal Liability by a Multiemployer Plan, (x) the determination
         that a Multiemployer Plan is, or is expected to be, in reorganization
         within the meaning of Title IV of ERISA, (y) the termination of a
         Multiemployer Plan within the meaning of Title IV of ERISA or (z) the
         amount of liability incurred, or



                                       73
<PAGE>   79
         expected to be incurred, by the Company or any ERISA Affiliate in
         connection with any event described in clause (w), (x) or (y) above;

                  (xii) promptly after the commencement thereof, notice of all
         material actions, suits and proceedings before any court or
         governmental department, commission, board, bureau, agency or
         instrumentality, domestic or foreign, affecting the Company or any of
         its Subsidiaries, of the type described in Section 4.04;

                  (xiii) promptly after the sending or filing thereof, copies of
         all proxy statements, financial statements and reports that Holding,
         the Company or any of its Subsidiaries sends to its stockholders
         generally, and copies of all regular, periodic and special reports, and
         all registration statements, that Holding, the Company or any of its
         Subsidiaries files with the Securities and Exchange Commission or any
         governmental authority that may be substituted therefor, or with any
         national securities exchange;

                  (xiv) promptly after the furnishing thereof, copies of any
         material correspondence, statement or report furnished to any other
         holder of the securities of Holding, Company or any of its Subsidiaries
         pursuant to the terms of any indenture, loan or credit or similar
         agreement and not otherwise required to be furnished to the Lenders
         pursuant to any other clause of this Section 5.01;

                  (xv) promptly after the occurrence thereof, notice of the
         receipt by the Company or any of its Subsidiaries of any notice, order,
         directive or other communication from a governmental authority alleging
         violations of or noncompliance with any Environmental Law which could
         reasonably be expected to have a Material Adverse Effect; and

                  (xvi) such other information respecting the condition or
         operations, financial or otherwise, of the Company or any of its
         Subsidiaries as any Lender through the Agent may from time to time
         reasonably request.

                  (b) GUARANTIES. The Company will cause each of its
Subsidiaries promptly to execute and deliver a Subsidiary Guaranty,
substantially in the form of EXHIBIT L annexed hereto, in favor of the Agent for
the benefit of the Lenders, together with such other documents and agreements
including, without limitation, legal opinions and resolutions as the Agent or
the Majority Lenders may reasonably request, in the event (i) the Consolidated
Total



                                       74
<PAGE>   80
Assets of such Subsidiary accounts for greater than 10% of the Consolidated
Total Assets of the Company and its Subsidiaries, or (ii) the Company, directly
or indirectly (including, without limitation, by guaranteeing Debt of a
Subsidiary), advances, lends or contributes to such Subsidiary an aggregate
amount in excess of $5,000,000, or (iii) the proceeds of any Advances or the
issuance of any Letters of Credit are used to, directly or indirectly, to
benefit such Subsidiary in an aggregate amount in excess of $5,000,000, or (iv)
such Subsidiary is a Designated Subsidiary.

                  (c) CORPORATE EXISTENCE, ETC. Company will, and will cause
each of its Subsidiaries to, at all times maintain its fundamental business and
preserve and keep in full force and effect its corporate existence (except as
permitted under Section 5.02(e) hereof) and all rights, franchises and licenses
necessary or desirable in the normal conduct of its business; provided, however,
that the Company shall not be required to maintain any such rights, franchises
or licenses or the corporate existence of any Subsidiary (other than any
Subsidiary Guarantor) if the failure to do so could not reasonably be expected
to have a Material Adverse Effect.

                  (d) ACCESS AND VISITATION RIGHTS. The Company will and will
cause each of its Subsidiaries to, upon reasonable notice and at any reasonable
time during normal business hours and from time to time, permit the Agent or any
of the Lenders or any agents or representatives thereof to examine and make
copies of and abstracts from the records and books of account of, and visit the
properties of, the Company and any of its Subsidiaries, and to discuss the
affairs, finances and accounts of the Company and any of its Subsidiaries with
any of their officers or directors and independent public accountants (and by
this provision the Company authorizes said accountants to discuss with the
Lenders the finances and affairs of the Company and its Subsidiaries), provided
that the Company shall have the right to have a representative of the Company
present at any such discussion with such officers, directors and independent
public accountants.

                  (e) PAYMENT OF TAXES, ETC.

                  (i) The Company will and will cause each of its Subsidiaries
         to pay and discharge, before the same shall become delinquent, (x) all
         taxes, assessments and governmental charges or levies imposed upon it
         or upon its property and (y) all lawful claims that, if unpaid, might
         by law become a lien upon their property, provided, however, that
         neither the Company nor any such Subsidiary shall be required to pay or
         discharge any such tax, assessment, charge or claim (A) that is



                                       75
<PAGE>   81
         being contested in good faith and by proper proceedings and for which
         appropriate reserves are being maintained, or (B) the failure to pay or
         discharge which would not have a Material Adverse Effect.

                  (ii) The Company will not, nor will it permit any of its
         Subsidiaries to, file or consent to the filing of a consolidated or
         combined income tax return with any Person (other than the Company or
         any of its Subsidiaries or Holding; provided that if the Company and
         its Subsidiaries file a consolidated income tax return with Holding,
         the Company and its Subsidiaries shall not be required to pay a greater
         amount than they would have had to pay if they had not filed with
         Holding).

                  (f) MAINTENANCE OF PROPERTIES, ETC. The Company will and will
cause each of its Subsidiaries to maintain and preserve, all of its properties
with respect to which failure to so maintain and preserve would have a Material
Adverse Effect.

                  (g) COMPLIANCE WITH LAWS, ETC. The Company will, and will
cause each of its Subsidiaries to, perform and promptly comply with the
requirements of all applicable laws, rules, regulations and orders of any
governmental authority (including, without limitation, all Environmental Laws
and ERISA) other than those with which the failure to comply would not have a
Material Adverse Effect.

                  (h) MAINTENANCE OF INSURANCE. The Company will and will cause
each of its Subsidiaries to maintain insurance with responsible and reputable
insurance companies or associations in such amounts and covering such risks (i)
as are usually insured by companies engaged in similar businesses and owning
similar properties in the same general areas in which the Company or such
Subsidiary operates, (ii) with responsible and reputable insurance companies or
associations reasonably satisfactory to Lenders and (iii) subject to market
availability and reasonable price, in amounts no less protective than past
practices.

                  (i) EMPLOYMENT OF TECHNOLOGY, DISPOSAL OF HAZARDOUS WASTE,
ETC. The Company will and will cause each of its Subsidiaries to (i) employ in
connection with its use of its property appropriate technology (including,
without limitation, appropriate secondary containment) to maintain compliance
with any applicable Environmental Law, (ii) take all actions identified as
necessary to comply with Environmental Law, (iii) dispose of any and all
"hazardous waste" generated at any of its properties only at facilities and with
carriers maintaining valid permits under RCRA and any applicable state and local
Environmental Law, and (iv) use best efforts to obtain certificates of disposal



                                       76
<PAGE>   82
from all contractors employed by the Company in connection with the transport or
disposal of any "hazardous waste" generated at any of its properties except,
with respect to each of the foregoing clauses (i) through (iv) where the failure
to perform or comply with any of the foregoing would not have a Material Adverse
Effect.

                  (j) KEEPING OF BOOKS, ETC. The Company will, and will cause
each of its Subsidiaries to, keep proper books of record and accounts, in which
full and correct entries shall be made of all financial transactions and the
assets and business of the Company and each of its Subsidiaries in accordance
with GAAP consistently applied and consistent with prudent business practices.

                  (k) FURTHER ASSURANCES. The Company will and will cause each
of its Subsidiaries to promptly, upon request by the Agent or any Lender through
the Agent, correct, any defect or error that may be discovered in any Loan
Document or in the execution, acknowledgment or recordation thereof. Promptly
upon request by the Agent or any Lender through the Agent, the Company also
will, and will cause each Subsidiary to, do, execute, acknowledge, deliver,
record, and will cause any such Subsidiary to promptly do, execute, acknowledge,
deliver, record, rerecord any and all such further acts, termination statements,
certificates, assurances and other instruments as the Agent or any Lender
through the Agent may reasonably require from time to time in order (i) to carry
out more effectively the purposes of this Agreement or any other Loan Document,
and (ii) to better assure, convey, grant, assign, transfer, preserve, protect
and confirm unto the Agent and the Lenders the rights granted or now or
hereafter intended to be granted to the Agent and/or the Lenders under any Loan
Document or under any other instrument executed in connection with any Loan
Document to which the Company is or may become a party.

                  SECTION 5.02. NEGATIVE COVENANTS. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder and until the
expiration, cancellation and payment in full or cash collateralization of all
Letters of Credit, without the written consent of the Majority Lenders:

                  (a) DEBT. The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume, or otherwise
become or remain directly or indirectly liable with respect to, any Debt,
except:

                  (i) Debt incurred pursuant to this Agreement;

                  (ii) any Subsidiary Guaranty;



                                       77
<PAGE>   83
                  (iii) Debt in respect of Capital Lease Obligations;

                  (iv) Contingent Obligations permitted by Section 5.02(d);

                  (v) the Company and its Subsidiaries may remain liable with
         respect to the existing Debt of the Company and its Subsidiaries
         described in SCHEDULE 5.02(A) and refinancing thereof; provided that
         such refinanced Debt shall be on terms no less favorable to the Company
         (other than in respect to market interest rate changes) and its
         Subsidiaries than the Debt being replaced and after giving effect
         thereto would not result in a Potential Event of Default or Event of
         Default;

                  (vi) the Company and its Subsidiaries may become and remain
         liable with respect to intercompany Debt; provided that all of the
         intercompany Debt of the Company to any Subsidiary of the Company shall
         be subordinated to the Obligations in accordance with the terms set
         forth in EXHIBIT O;

                  (vii) Debt of any Person which becomes a Subsidiary of the
         Company or is merged into the Company or any Subsidiary of the Company
         in an amount permitted under Section 5.02(c)(iii); and provided such
         Debt existed at the time such Person became a Subsidiary of the Company
         or was so merged and was not created in contemplation of such event and
         before and immediately after giving effect to such event no Event of
         Default shall exist and the Company shall be in compliance with Section
         5.02(f); provided further that any Debt of a Person that is merged into
         the Company, is only permitted to the extent it is unsecured unless
         after giving effect to such merger the Company is in compliance with
         Section 5.02(b);

                  (viii) without duplication of clauses (iii), (v) and (vii) of
         this Section 5.02(a), the Company and its Subsidiaries may become and
         remain liable with respect to purchase money Debt in an aggregate
         principal amount outstanding at any time not in excess of 15% of
         Consolidated Tangible Net Worth of the Company and its Subsidiaries (as
         shown on the most recent financial statements delivered pursuant to
         Section 5.01(a)(i) or (ii)); provided that such Debt is secured only by
         the property purchased with such Debt; provided further that the
         loan-to-value ratio of such Debt does not exceed 100% with respect to
         personal property and 80% with respect to real property, in each case,
         at the time of incurrence of any such Debt;



                                       78
<PAGE>   84
                  (ix) the Subsidiaries of the Company may become and remain
         liable with respect to Debt if such Debt is permitted by the last
         proviso of this Section 5.02(a);

                  (x) the Company and its Subsidiaries may become and remain
         liable in respect of industrial revenue bonds issued on behalf of the
         Company or its Subsidiaries;

                  (xi) Debt permitted by Section 5.02(n); and

                  (xii) without duplication of any of the foregoing clauses, the
         Company may create, incur, assume or suffer to exist Debt; provided
         that such Debt is not secured by any assets of the Company or any of
         its Subsidiaries other than as permitted by Section 5.02(b);

provided that, notwithstanding clauses (i) through (xii) of this Section
5.02(a), the Subsidiaries of the Company may not create, incur, assume or suffer
to exist any Restricted Subsidiary Debt in an aggregate principal amount
outstanding at any time exceeding 20% of Consolidated Tangible Net Worth of the
Company and its Subsidiaries (as shown on the most recent financial statements
delivered pursuant to Section 5.01(a)(i) or (ii)); provided further that,
transactions of the type permitted by Section 5.02(n) shall not count against
any of the quantitative baskets set forth in this Section 5.02(a).

                  (b) LIENS AND RELATED MATTERS.

                  (i) The Company will not, and will not permit any of its
         Subsidiaries to, directly or indirectly, create, incur, assume or
         permit to exist any Lien, or file or execute or agree to the execution
         of any financing statement, on or with respect to, the assets of
         Company or any Subsidiary (including any document or instrument in
         respect of goods or accounts receivable), whether now owned or
         hereafter acquired, or any income or profits therefrom, except:

                           (A) Liens for taxes, assessments or other
                  governmental charges or levies not yet due and payable, and
                  not required to be paid by the Company or any of its
                  Subsidiaries under Section 5.01(e);

                           (B) statutory Liens of landlords and Liens of
                  carriers, warehousemen, mechanics, workmen, employees,
                  materialmen and other Liens imposed by law and not required to
                  be paid by the Company or any of its Subsidiaries under
                  Section 5.01(e);



                                       79
<PAGE>   85
                           (C) Liens (other than any Lien imposed by ERISA)
                  incurred or deposits made in the ordinary course of business
                  in connection with workers' compensation, unemployment
                  insurance and other types of social security, or to secure the
                  performance of tenders, statutory obligations, surety and
                  appeal bonds, bids, leases, government contracts, performance
                  and return-of-money bonds and other similar obligations
                  (exclusive of obligations for the payment of borrowed money);

                           (D) minor Liens on the property or assets of the
                  Company or any of its Subsidiaries which do not in the
                  aggregate materially detract from the value of such property
                  or assets or materially impair their use in the operation of
                  the business of the Company or such Subsidiary, as the case
                  may be;

                           (E) the rights of set-off and banker's liens granted
                  or confirmed to the Lenders under this Agreement or any other
                  Loan Document and rights of set-off and banker's liens granted
                  or confirmed to the holders of other Debt permitted under this
                  Agreement or any other Loan Document;

                           (F) any Liens in existence on property of any Person
                  at the time such Person becomes a Subsidiary of the Company or
                  is merged into any Subsidiary of the Company and not created
                  in contemplation of such event;

                           (G) attachment, judgment and other similar Liens
                  arising in connection with legal proceedings, provided that
                  the execution or other enforcement of such Liens is
                  effectively stayed and the claims secured thereby are being
                  contested in good faith by appropriate proceedings; and
                  provided that any such judgment does not constitute an Event
                  of Default;

                           (H) Liens created by (x) any Subsidiary of the
                  Company in favor of the Company or (y) any Subsidiary of the
                  Company in favor of another Subsidiary of the Company,
                  securing obligations of such Subsidiary owing to the Company
                  or another Subsidiary of the Company (which Liens by their
                  terms may not be transferred except to the Company or another
                  Subsidiary of the Company);

                           (I) Liens created hereunder or under any other Loan
                  Document;



                                       80
<PAGE>   86
                           (J) Easements, rights-of-way, zoning and similar
                  restrictions and other similar charges or encumbrances now or
                  hereafter existing not interfering with the ordinary conduct
                  of business of the Company or any of its Subsidiaries;

                           (K) Liens and security interests securing purchase
                  money Debt permitted under subsection 5.02(a)(viii) and Liens
                  and security interests which are Capital Lease Obligations;
                  provided, however, that no Lien or security interest referred
                  to in this clause (K) shall extend to or cover any property
                  other than the related property being acquired or leased (as
                  the case may be);

                           (L) Liens on real or personal property required in
                  connection with the issuance of industrial revenue bonds on
                  behalf of the Company or its Subsidiaries;

                           (M) Liens existing on the Closing Date securing Debt
                  listed on SCHEDULE 5.02(A) and any refinancings thereof
                  permitted pursuant to Section 5.02(a)(v);

                           (N) Liens created or incurred in connection with
                  transactions permitted by Section 5.02(n); and

                           (O) without duplication of any of the foregoing
                  clauses, other Liens securing obligations of the Company or
                  its Subsidiaries in an aggregate outstanding principal amount
                  not exceeding $5,000,000 at any time.

                  (ii) The Company will not, and will not permit any of its
         Subsidiaries to, directly or indirectly, enter into or remain a party
         to any agreement prohibiting the creation, incurrence or assumption of
         any Lien on or with respect to any assets of the Company, or any
         Subsidiary, whether now owned or hereafter acquired, or any income or
         profits therefrom, except for such prohibitions contained in (A) this
         Agreement and (B) instruments governing any Debt permitted under
         Section 5.02(a).

                  (iii) The Company will not, and will not permit any of its
         Subsidiaries to, directly or indirectly, create or permit to exist or
         become effective any restriction of any kind on the ability of any
         Subsidiary to (A) pay dividends or make any other distribution on or
         with respect to any of its stock or other ownership interests owned by
         the Company or any Subsidiary of Borrower, (B) pay any Debt owed to the
         Company or any



                                       81
<PAGE>   87
         Subsidiary of the Company, (C) make loans or advances to Borrower or
         any other Subsidiary of the Company, or (D) transfer any of its assets
         to the Company or any Subsidiary of the Company, except for such
         prohibitions contained in this Agreement and for such prohibitions
         contained in the Senior Debt Documents, and with respect to clause (D)
         only, such prohibitions contained in the Dutch Facility.

                  (c) INVESTMENTS AND ACQUISITIONS. The Company will not, and
will not permit any of its Subsidiaries to, directly or indirectly, make or own
any Investment in any Person or make, or commit to make any acquisition (whether
by purchase of capital stock or assets, merger or otherwise), except:

                  (i) (A) cash, (B) Securities with maturities of one year or
         less from the date of acquisition issued or fully guaranteed or insured
         by the United States Government or any agency thereof or Securities of
         comparable credit quality issued by foreign governments, (C) bank
         instruments, each with maturities of one year or less from the date of
         acquisition of any Lender or any other commercial bank having capital
         and surplus in excess of $300,000,000 and having a rating on commercial
         paper issued by such commercial bank of at least A-2 by S&P or P-2 by
         Moody's (or if at such time neither is issuing ratings, then a
         comparable rating of such other nationally recognized rating agency as
         shall be approved by Majority Lenders) or a comparable credit in a
         foreign country, (D) commercial paper of an issuer rated at least A-2
         by S&P or P-2 by Moody's (or if at such time neither is issuing
         ratings, then a comparable rating of such other nationally recognized
         rating agency as shall be approved by Majority Lenders), (E) repurchase
         agreements fully collateralized by any obligation referred to above
         obligating any Lender or any other commercial bank having capital and
         surplus in excess of $300,000,000 and having a rating on commercial
         paper issued by such commercial bank of at least A-2 by S&P or P-2 by
         Moody's (or if at such time neither is issuing ratings, then a
         comparable rating of such other nationally recognized rating agency as
         shall be approved by Majority Lenders) or a comparable credit in a
         foreign country to repurchase such obligation not later than 90 days
         after the purchase of such obligation, (F) Securities of the Company
         and its Subsidiaries held in their respective treasuries, (G) preferred
         stock commonly known as Dutch Auction Preferred Stock, Capital Market
         Preferred Stock, Remarketable Preferred Stock, Variable Rate Preferred
         Stock or other similar terms; provided that in each case such preferred
         stock has the highest rating given by S&P or Moody's (or if



                                       82
<PAGE>   88
         at such time neither is issuing ratings, then the highest rating of
         such other nationally recognized rating agency as shall be approved by
         Majority Lenders), and (H) money market programs of investment
         companies regulated under the Investment Company Act of 1940, as
         amended, which, at the time of acquisition by the Company or a
         Subsidiary, if rated, are (or if such money market programs are not
         rated the underlying investments of which are) rated A-1 by S&P or P-1
         by Moody's (or if at such time neither is issuing ratings, then a
         comparable rating of such other nationally recognized rating agency as
         shall be approved by Majority Lenders); provided that such money market
         programs invest only in investments of the type described in this
         clause (i);

                  (ii) Investments that constitute intercompany Debt and are
         otherwise permitted by Section 5.02(a); provided that all of the Debt
         of the Company to any Subsidiary of the Company shall be expressly
         subordinated to the Obligations in accordance with the terms set forth
         in EXHIBIT O;

                  (iii) Non-Hostile Acquisitions by the Company or any of its
         Subsidiaries of assets constituting a business unit or the capital
         stock of any Person provided that (a) the Company is the surviving
         entity following such acquisition of assets or capital stock, (b) the
         Company continues in the same type of business currently conducted
         without material changes in the nature of its business and (c) the
         Company is capable of incurring additional Debt in connection with such
         acquisition of assets or capital stock without violating any debt or
         covenant restrictions and without creating an Event of Default;

                  (iv) the Company and its Subsidiaries may make and maintain
         Investments in Subsidiaries;

                  (v) Investments in Joint Ventures existing on the Closing Date
         and set forth on SCHEDULE 5.02(C)(V), and after the Closing Date
         Investments in Joint Ventures not listed on SCHEDULE 5.02(C)(V)
         ("Additional Joint Ventures"); provided that (A) any such Joint Venture
         is in and continues in the same type of business as is conducted by the
         Company on the Closing Date, (B) none of the Company or any Subsidiary
         Guarantor is a general partner (or would be liable to the extent of a
         general partner) of any such Joint Venture and (C) at the time of any
         Investment in an Additional Joint Venture the aggregate Investments
         made by the Company and its Subsidiaries in Additional Joint Ventures
         (after giving effect to the Investment to be made) shall not exceed



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<PAGE>   89
         30% of the Consolidated Tangible Net Worth of the Company and its 
Subsidiaries;

                  (vi) Investments in connection with transactions permitted by
         Section 5.02(n); and

                  (vii) without duplication of any of the foregoing clauses,
         other Investments in an aggregate principal amount not exceeding
         $5,000,000 in any fiscal year; provided that any acquisition must be a
         Non-Hostile Acquisition.

                  (d) CONTINGENT OBLIGATIONS. The Company will not, and will not
permit any of its Subsidiaries to, directly or indirectly, create or become or
be liable with respect to any Contingent Obligation, except:

                  (i) the Company and its Subsidiaries may become and remain
         liable with respect to guaranties resulting from endorsement of
         negotiable instruments for collection or deposit in the ordinary course
         of business;

                  (ii) any Subsidiary of the Company may create and become
         liable with respect to its respective Subsidiary Guaranty;

                  (iii) the Borrowers may become and remain liable with respect
         to reimbursement obligations under the Letters of Credit and the
         Company may become and remain liable with respect to any other
         Contingent Obligation created hereunder or under any other Loan
         Document;

                  (iv) the Company and its Subsidiaries may become and remain
         liable with respect to any swap agreement, cap agreement, collar
         agreement or other similar agreement or arrangement designed to protect
         the Company or any of its Subsidiaries against fluctuations in interest
         rates or commodity prices;

                  (v) the Company may become and remain liable with respect to
         guaranties relating to (x) any Debt of its Subsidiaries set forth on
         SCHEDULE 5.02(A) and any refinancings thereof permitted pursuant to
         Section 5.02(a)(v) and (y) without duplication, Debt of its
         Subsidiaries in an aggregate outstanding amount not to exceed at any
         time 20% of Consolidated Tangible Net Worth (as shown on the most
         recent financial statements delivered pursuant to Section 5.01(a)(i) or
         (ii));

                  (vi) the Company and its Subsidiaries may become and remain
         liable with respect to Contingent Obligations relating to advance
         payment guaranties,



                                       84
<PAGE>   90
         rent guaranties with respect to leases and performance guaranties;

                  (vii) the Company and its Subsidiaries may become and remain
         liable with respect to reimbursement obligations under letters of
         credit other than Letters of Credit issued hereunder;

                  (viii) the Subsidiaries of the Company may become and remain
         liable with respect to Contingent Obligations of the type described in
         clause (v) of the definition of "Debt" in respect of Debt of the
         Company or a Subsidiary of the Company if such Contingent Obligation is
         permitted by the last sentence of this Section 5.02(d);

                  (ix) Contingent Obligations created in connection with
         transactions permitted by Section 5.02(n); and

                  (x) the Company and its Subsidiaries may create, incur, assume
         or suffer to exist any obligations, contingent or otherwise (including,
         without limitation, obligations as account party under any unsecured
         letters of credit other than the Letters of Credit), solely in respect
         of surety and performance bonds and similar obligations; provided that
         the aggregate amount of all such obligations (including those
         outstanding on the date hereof) does not exceed $75,000,000 for the
         Company and its Subsidiaries; provided further that such obligations
         are incurred in the ordinary course of the business of the Company and
         its Subsidiaries. The surety and performance bonds in effect on the
         date hereof are set forth on SCHEDULE 5.02(D)(X);

provided that, notwithstanding clauses (i) through (x) of this Section 5.02(d),
the Subsidiaries of the Company may not create, incur, assume or suffer to exist
any Restricted Subsidiary Debt in an aggregate principal amount outstanding at
any time exceeding 20% of Consolidated Tangible Net Worth of the Company and its
Subsidiaries (as shown on the most recent financial statements delivered
pursuant to Section 5.01(a)(i) or (ii)); provided further that, transactions of
the type permitted by Section 5.02(n) shall not count against any of the
quantitative baskets set forth in this Section 5.02(d).

                  (e) RESTRICTIONS ON FUNDAMENTAL CHANGES. The Company will not,
and will not permit any of its Subsidiaries to merge or consolidate with or
into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or any portion of its assets or
the assets of any division (whether now owned or hereafter acquired) to any
Person, except if no



                                       85
<PAGE>   91
Event of Default or Potential Event of Default has occurred and is continuing or
would result from the following:

                  (i) the Company or any Subsidiary of the Company may merge or
         consolidate with or into another entity (including any Subsidiary of
         the Company); provided that with respect to any merger with the
         Company, the Company shall be the continuing or surviving corporation
         and with respect to all other mergers, the continuing or surviving
         corporation shall be a Subsidiary of the Company;

                  (ii) the Company and its Subsidiaries may sell or otherwise
         dispose of inventory in the ordinary course of business;

                  (iii) the Company and its Subsidiaries may dispose of used,
         obsolete, worn out or surplus property in the ordinary course of
         business;

                  (iv) without duplication of any of the foregoing clauses, the
         Company or any of its Subsidiaries may dispose of up to 15% of its
         Consolidated Total Assets during any twelve (12) month period or up to
         30% of its Consolidated Total Assets from September 30, 1995 until the
         date of such disposition, and, if the net proceeds from any such
         disposition are in excess of the lesser of those limitations, such
         excess shall either be: (i) reinvested in the business of the Company
         or such Subsidiary within 12 months from the date of the receipt of the
         proceeds from such disposition, or (ii) (A) applied first to repay
         outstanding Committed Advances, and second to repay outstanding Bid
         Advances and (B) the Commitments shall be permanently reduced on a pro
         rata basis in an amount equal to the amount of such net proceeds;

                  (v) any Wholly-Owned Subsidiary may transfer any assets to the
         Company or to another Wholly-Owned Subsidiary and any other Subsidiary
         may transfer any assets to the Company or to another Wholly-Owned
         Subsidiary;

                  (vi) the Company and its Subsidiaries may sell or dispose of
         assets permitted by Section 5.02(n); and

                  (vii) the Company may transfer certain of its assets to
         Wholly-Owned Subsidiaries of the Company in the manner and subject to
         the terms and conditions set forth in Section 5.02(o);

provided that, transactions of the type permitted by Section 5.02(n) shall not
count against any of the quantitative baskets set forth in this Section 5.02(e).



                                       86
<PAGE>   92
                  (f) FINANCIAL COVENANTS.

                  (i) Minimum Consolidated Tangible Net Worth. The Company will
         not permit Consolidated Tangible Net Worth at the end of any fiscal
         quarter to be less than (i) $88,000,000 plus (ii) 50% of the sum of
         Consolidated Net Income for each fiscal quarter beginning with the
         fourth fiscal quarter of fiscal year 1995 (without reduction for
         losses) plus (iii) 50% of Equity Proceeds received by the Company after
         September 30, 1995.

                  (ii) Adjusted Consolidated Total Debt to Consolidated Total
         Capitalization. The Company will not permit the ratio of Adjusted
         Consolidated Total Debt to Consolidated Total Capitalization to exceed
         at any time 0.55:1.00.

                  (iii) Minimum Fixed Charge Coverage Ratio. The Company will
         not permit the ratio of Consolidated Gross Cash Flow to Consolidated
         Fixed Charges for the four consecutive fiscal quarters ending on the
         last day of each fiscal quarter to be less than 2.50:1.00.

                  (g) DIVIDENDS, ETC. The Company will not, and will not permit
any of its Subsidiaries to, declare or pay any dividends, purchase, redeem,
retire or otherwise acquire for value any of its capital stock now or hereafter
outstanding, or any warrants or other rights to acquire such stock, return any
capital to its stockholders as such, or make any distribution of assets to its
stockholders as such, or permit any of its Subsidiaries to purchase, redeem,
retire or otherwise acquire for value any stock of the Company or any warrants
or other rights to acquire such stock, except that:

                  (i) the Company may declare and deliver dividends and
         distributions payable in common stock of the Company;

                  (ii) Subsidiaries wholly-owned by the Company except for
         directors' qualifying shares or foreign qualifying shares (each a
         "Wholly-Owned Subsidiary") may declare, pay and deliver dividends and
         distributions payable in cash, common stock or other assets to the
         Company or any other Subsidiary of the Company; and

                  (iii) so long as no Event of Default or Potential Event of
         Default has occurred and is continuing or would be caused thereby, the
         Company or any Subsidiary of the Company may purchase, redeem, retire
         or otherwise acquire for value its capital stock and may



                                       87
<PAGE>   93
         declare and pay dividends payable in cash on its capital stock.

                  (h) CHANGE IN BUSINESS. Subject to Section 5.02(e), the
Company will not and will not permit any division or Subsidiary to make, any
material change in the nature or conduct of their respective businesses as
carried on at the date hereof, except as a result of any sales of assets
permitted under this Agreement.

                  (i) ACCOUNTING CHANGES. The Company will not and will not
permit any division or Subsidiary to make or permit, any significant change in
accounting policies or reporting practices, except for any such change required
or permitted by GAAP.

                  (j) PLAN TERMINATIONS. The Company will not and will not
permit any ERISA Affiliate to terminate, any Pension Plan so as to result in
liability of the Company or any ERISA Affiliate to the PBGC in excess of
$5,000,000, or permit to exist any event or condition which reasonably presents
a material risk of a termination by the PBGC of any Pension Plan with respect to
which the Company or any ERISA Affiliate would, in the event of such
termination, incur liability to the PBGC in excess of $5,000,000.

                  (k) EMPLOYEE BENEFIT COSTS AND LIABILITIES. The Company will
not and will not permit any ERISA Affiliate to create or suffer to exist, (i)
any Insufficiency with respect to a Pension Plan or any Withdrawal Liability
with respect to a Multiemployer Plan if, immediately after giving effect to such
Insufficiency or Withdrawal Liability, the aggregate amount of Insufficiencies
and Withdrawal Liabilities of all Pension Plans and Multiemployer Plans,
respectively, of the Company and its ERISA Affiliates exceeds $10,000,000 or
(ii) any liability with respect to welfare plans (as defined in Section 3(1) of
ERISA) if, immediately after giving effect to such liability, the aggregate
annualized costs (including, without limitation, the cost of insurance premiums)
with respect to such plans of the Company and its ERISA Affiliates in any fiscal
year of the Company would exceed $10,000,000.

                  (l) CHARTER AND BYLAWS. The Company will not and will not
permit any Subsidiary Guarantor to amend, modify or change in any manner, the
Certificate of Incorporation or the Bylaws of the Company or any such Subsidiary
other than an amendment to the Certificate of Incorporation or Bylaws which
would not materially impair the interests or the rights of the Lenders under any
Loan Document.




                                       88
<PAGE>   94
                  (m) TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES. The Company
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, enter into or permit to exist any transaction (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with any direct or indirect holder of 5% or more of
any class of equity Securities of the Company or any Subsidiary, on terms that
are less favorable to the Company or that Subsidiary, as the case may be, then
those that might be obtained at the time from Persons who are not such a holder
or affiliate; provided that the foregoing restriction shall not apply to (i) any
transaction between the Company and any Wholly-Owned Subsidiary or between any
of its Wholly-Owned Subsidiaries or (ii) reasonable and customary fees paid to
members of the Boards of Directors, officers, employees or consultants of the
Company and its Subsidiaries for services rendered to the Company or any such
Subsidiary in the ordinary course of business, together with customary
indemnities in connection therewith and in accordance with applicable law, (iii)
amounts payable under the contractual agreements listed in SCHEDULE 5.02(M),
(iv) contributions to employee benefit plans of the Company or its Subsidiaries,
and (v) dividends and distributions permitted under Section 5.02(g).

                  (n) SALES OF ACCOUNTS RECEIVABLE. The Company may, and may
permit its Subsidiaries to: (i) in any calendar year, sell, without recourse,
accounts receivable arising in the ordinary course of business in an aggregate
face amount not exceeding $25,000,000, (ii) in any calendar year, sell, with
recourse, accounts receivable arising in the ordinary course of business in an
amount not exceeding 10% of Consolidated Tangible Net Worth as at the beginning
of such calendar year and (iii) enter into one or more transactions or programs
(each such transaction or program being referred to herein as a "RECEIVABLES
PROGRAM") involving (x) the sale or other financing by the Company or any of its
Subsidiaries, without recourse based solely upon a default by one or more
account debtors in the payment of any accounts receivable included in the
applicable Receivables Program, of accounts receivable arising in the ordinary
course of business of Company or any of its Subsidiaries or (y) the incurrence
by Company or any of its Subsidiaries of Non-Recourse Debt secured by Liens on
accounts receivable arising in the ordinary course of business of Company or any
of its Subsidiaries if the Company shall have delivered to each Lender, at least
15 Business Days prior to the consummation of any Receivables Program, a copy of
the proposed terms and conditions of such Receivables Program and, if within the
15 Business Day period the Majority Lenders shall not have objected; provided
that in the case of clauses (i) and (ii) above, such sale of accounts receivable
shall be for a net cash sales price of no less than 70% of the face amount
thereof; and provided further



                                       89
<PAGE>   95
that, the Company and its Subsidiaries shall not sell or otherwise finance any
accounts receivable pursuant to a Receivables Program if the aggregate amount of
the Receivables Programs at the time of any such sale or financing would exceed
50% of the aggregate amount of the accounts receivable of the Company and its
Subsidiaries at such time (after giving effect to any sales permitted by clauses
(i) and (ii) but without giving effect to sales made under such Receivables
Programs).

                  (o) TRANSFERS OF ASSETS TO WHOLLY-OWNED SUBSIDIARIES.

                  (i) The Company and its Subsidiaries may transfer the assets,
         businesses and operations described below to the respective
         Wholly-Owned Subsidiaries of the Company described below, subject to
         the terms and conditions contained herein:

                  (A) the Company and its Subsidiaries may transfer to a
                  Wholly-Owned Subsidiary of the Company incorporated in the
                  State of California (the "Intellectual Property Subsidiary")
                  assets consisting of intellectual property, such as patents,
                  trademarks and rights under licensing agreements (the
                  "Intellectual Property");

                  (B) the Company and its Subsidiaries may transfer to a
                  Wholly-Owned Subsidiary of the Company incorporated in the
                  State of Delaware (the "Seal Subsidiary") all or substantially
                  all of the assets, business and operations (other than the
                  Intellectual Property) comprising the Company's Seal Division
                  within the United States, including a manufacturing plant in
                  Temecula, California, and service centers located throughout
                  the United States; provided that no assets, business or
                  operations comprising a part of the Company's Pump Division
                  shall be transferred to the Seal Subsidiary;

                  (C) the Company and its Subsidiaries may transfer to a
                  Wholly-Owned Subsidiary of the Company incorporated in the
                  State of Pennsylvania or Delaware (the "Pennsylvania
                  Subsidiary") the service centers and sales offices (and the
                  business and operations associated therewith) located in
                  Pennsylvania;

                  (D) the Company and its Subsidiaries may transfer to a
                  Wholly-Owned Subsidiary of the Company incorporated in the
                  State of Oklahoma or Delaware (the "Oklahoma Subsidiary") the
                  service centers and sales offices (and the business and
                  operations



                                       90
<PAGE>   96
                  associated therewith) located in Oklahoma together with the
                  Pump Division's manufacturing plant located in Tulsa,
                  Oklahoma; and

                  (E) the Company and its Subsidiaries may transfer the service
                  centers and sales offices (and the business and operations
                  associated therewith) located in Texas to a Texas limited
                  partnership (the "Texas Partnership"), the sole general
                  partner of which is a Wholly-Owned Subsidiary of the Company
                  incorporated in the State of California (the "Texas General
                  Partner") and the sole limited partner of which is the
                  Company.

                  (ii) At the time of each transfer described above, the
         Subsidiary of the Company receiving such assets shall execute and
         deliver to the Agent a Subsidiary Guaranty, substantially in the form
         of Exhibit L annexed hereto, in favor of the Agent for the benefit of
         the Lenders, together with such other documents and agreements,
         including without limitation, charter documents, incumbency
         certificates, resolutions and legal opinions, as the Agent or the
         Majority Lenders may reasonably request.

                  (iii) Notwithstanding anything to the contrary contained in
         Section 5.02(a), the Company will not permit any of the Seal
         Subsidiary, the Intellectual Property Subsidiary, the Pennsylvania
         Subsidiary, the Oklahoma Subsidiary, the Texas Partnership or the Texas
         General Partner to, directly or indirectly, create, incur, assume or
         otherwise become or remain directly or indirectly liable with respect
         to, any Debt except:

                  (A) Debt incurred pursuant to this Agreement;

                  (B) any Subsidiary Guaranty;

                  (C) in the case of each of the foregoing Subsidiaries except
                  the Intellectual Property Subsidiary, Debt in respect of
                  Capital Lease Obligations;

                  (D) Contingent obligations permitted by Subsections
                  5.02(d)(i), (ii), (iii) and (vi) and obligations, contingent
                  or otherwise, solely in respect of surety and performance
                  bonds;

                  (E) intercompany Debt owing to the Company;

                  (F) in the case of each of the foregoing Subsidiaries except
                  the Intellectual Property Subsidiary, purchase money Debt,
                  subject to the restrictions contained in Section
                  5.02(a)(viii);



                                       91
<PAGE>   97
                  (G) in the case of each of the foregoing Subsidiaries except
                  the Intellectual Property Subsidiary, Debt in connection with
                  industrial revenue bonds issued on behalf of such Subsidiary;
                  and

                  (H) in the case of each of the foregoing Subsidiaries except
                  the Intellectual Property Subsidiary, Debt permitted by
                  Section 5.02(n).

                                   ARTICLE VI
                                EVENTS OF DEFAULT

                  SECTION 6.01. EVENTS OF DEFAULT. If any of the following
events ("Events of Default") shall occur and be continuing:

                  (a) FAILURE TO MAKE PAYMENTS WHEN DUE. Any Borrower shall fail
to pay any principal of any Advance when the same becomes due and payable,
whether at stated maturity, by acceleration, by notice of prepayment or
otherwise; failure to pay when due any amount payable to an Issuing Bank in
reimbursement of any drawing under any Letter of Credit; or failure to pay any
interest on any Advance or any other fees or other Obligations due under this
Agreement within three Business Days of the date due; or

                  (b) BREACH OF WARRANTY. Any representation or warranty made by
a Borrower herein or by a Borrower (or any of its officers) in connection with
this Agreement shall prove to have been incorrect in any material respect when
made or deemed made; or

                  (c) BREACH OF CERTAIN COVENANTS. (i) A Borrower shall fail to
perform or observe any term, covenant or agreement contained in Sections
5.01(c), 5.02(a), (b), (c), (d), (e), (g), (h), (i), (j), (k), (m) or (n)
hereof, or (ii) a Borrower shall fail to perform or observe any term, covenant
or agreement contained in Sections 5.01(a)(v), (g), (h), (i), or 5.02(f) or (l)
if such failure shall remain unremedied for 10 days after the earlier of (i) the
day on which a Responsible Officer of a Borrower first obtains knowledge of such
failure, or (ii) the day on which written notice thereof shall have been given
to any Borrower by the Agent or any Lender, or (iii) a Borrower or any of its
Subsidiaries shall fail to perform or observe any other term, covenant or
agreement contained in this Agreement or in any other Loan Document, on its part
to be performed or observed if such failure shall remain unremedied for 30 days
after the earlier of (i) the day on which a Responsible Officer of a Borrower
first obtains knowledge of such failure, or (ii) the day on which written notice
thereof



                                       92
<PAGE>   98
shall have been given to any Borrower by the Agent or any Lender; or

                  (d) DEFAULT IN OTHER AGREEMENTS. A Borrower or any of its
Subsidiaries shall fail to pay any principal of or premium or interest on any
Debt which is outstanding in a principal amount of at least $5,000,000 (or its
equivalent in any Major Currency or Alternative Currency) in the aggregate (but
excluding Debt arising under this Agreement) of such Borrower or such Subsidiary
(as the case may be), when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to any
such Debt and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Debt; or any such Debt shall be declared to be due and payable, or required
to be prepaid (other than by a regularly scheduled required prepayment),
redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or
defease such Debt shall be required to be made, in each case prior to the stated
maturity thereof; or

                  (e) BANKRUPTCY; ETC. Any Borrower or any of Material
Subsidiaries shall generally not pay its debts as such debts become due, or
shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against a Borrower or any of its Material Subsidiaries seeking
to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official
for it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 30 days, or any
of the actions sought in such proceeding (including, without limitation, the
entry of an order for relief against, or the appointment of a receiver, trustee,
custodian or other similar official for, it or for any substantial part of its
property) shall occur; or a Borrower or any Material Subsidiaries of the Company
shall take any corporate action to authorize any of the actions set forth above
in this subsection (e); or



                                       93
<PAGE>   99
                  (f) JUDGMENTS AND ATTACHMENTS. Any judgment or order for the
payment of money in excess of $5,000,000 (or its equivalent in any Major
Currency or Alternative Currency) shall be rendered against any Borrower or any
of its Subsidiaries, such judgment or order shall remain unsatisfied for a
period of at least 30 days and either (i) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order or (ii) there shall
be any period of 10 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. Any non-monetary judgment or order shall be rendered against any
Borrower or any or its Subsidiaries that is materially adverse to the Company
and its Subsidiaries taken as a whole, such judgment or order shall remain
unsatisfied for a period of at least 30 days and either (i) enforcement
proceedings shall have been commenced by any Person upon such judgment or order
or (ii) there shall be any period of 10 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

                  (g) GUARANTIES. Any provision of any Subsidiary Guaranty after
delivery thereof or otherwise shall for any reason cease to be valid and binding
on any Subsidiary of the Company executing such Subsidiary Guaranty or such
Subsidiary shall so state in writing; or

                  (h) ERISA.

                  (i) Any ERISA Event with respect to a Pension Plan shall have
         occurred and, 30 days after notice thereof shall have been given to the
         Company by the Agent, (x) such ERISA Event shall still exist and (y)
         the sum (determined as of the date of occurrence of such ERISA Event)
         of the Insufficiency of such Pension Plan and the Insufficiency of any
         and all other Pension Plans with respect to which an ERISA Event shall
         have occurred and then exist (or in the case of a Pension Plan with
         respect to which an ERISA Event described in clause (iii) through (vi)
         of the definition of ERISA Event shall have occurred and then exist,
         the liability related thereto) is equal to or greater than $5,000,000;
         or

                  (ii) The Company or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that it has incurred
         Withdrawal Liability to such Multiemployer Plan in an amount that, when
         aggregated with all other amounts required to be paid to Multiemployer
         Plans by the Company and its ERISA Affiliates as Withdrawal Liability
         (determined as of the date of such notification), exceeds $5,000,000;
         or



                                       94
<PAGE>   100
                  (iii) The Company or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or is being terminated, within the meaning of
         Title IV of ERISA, if as a result of such reorganization or termination
         the aggregate annual contributions of the Company and its ERISA
         Affiliates to all Multiemployer Plans that are then in reorganization
         or being terminated have been or will be increased over the amounts
         contributed to such Multiemployer Plans for the plan year of such
         Multiemployer Plan immediately preceding the plan year in which the
         reorganization or termination occurs by an amount exceeding $2,000,000;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of Lenders owed 51% or more of the aggregate unpaid principal amount of
the Committed Advances then outstanding or, if no Committed Advances are then
outstanding, Lenders having 51% or more of the Commitments, by notice to the
Borrowers, declare the obligation of each Lender to make Advances and issue
Letters of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of Lenders
owed 51% or more of the aggregate unpaid principal amount of the Committed
Advances then outstanding or, if no Committed Advances are then outstanding,
Lenders having 51% or more of the Commitments, by notice to the Borrowers,
declare all the Advances then outstanding, an amount equal to the maximum amount
which may at any time be drawn under all Letters of Credit then outstanding, all
interest thereon and all other Obligations payable under this Agreement to be
forthwith due and payable, whereupon the Advances then outstanding, an amount
equal to the maximum amount which may at any time be drawn under all Letters of
Credit then outstanding, all such interest and all such other Obligations shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by each
Borrower; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to any Borrower or any Material Subsidiaries of
the Company under the Bankruptcy Code or similar law, (A) the obligation of each
Lender to make Advances and issue Letters of Credit shall automatically be
terminated and (B) the Advances then outstanding, an amount equal to the maximum
amount which may at any time be drawn under all Letters of Credit then
outstanding, all such interest and all such other Obligations shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the each Borrower; provided that notwithstanding the foregoing so long as any
Letter of Credit remains outstanding, all amounts received with



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respect to Letters of Credit shall be held by Agent as cash collateral pursuant
to the terms of Section 6.02.

                  SECTION 6.02. ACTIONS IN RESPECT OF LETTERS OF CREDIT.

                  (a) If, at any time and from time to time, any Letters of
Credit shall have been issued by an Issuing Bank or a Lender hereunder and
either an Event of Default shall have occurred and be continuing or the
Termination Date shall have occurred, then, upon the occurrence of any of such
events, the Agent may, and upon the request of the Issuing Banks or of the
Majority Lenders shall, whether in addition to the taking by the Agent of any of
the actions described in Section 6.01 or otherwise, make demand upon the
Borrowers to, and forthwith upon such demand the Borrowers will, pay to the
Agent for its benefit and the ratable benefit of the Lenders in same day funds
at the Agent's office designated in such demand, for deposit in a special cash
collateral account, which shall be an interest bearing account (the "Letter of
Credit Collateral Account") to be maintained for the benefit of the Agent and
the ratable benefit of the Lenders at such place as shall be designated by the
Agent, an amount in cash equal to the maximum amount that may at any time be
drawn under all Letters of Credit outstanding on such Date (whether or not any
beneficiary shall have presented, or shall be entitled at such time to present
the drafts and other documents required to draw under such Letter of Credit)
(the "Letter of Credit Obligations").

                  (b) The Borrowers hereby pledge and assign to the Agent for
its benefit and the ratable benefit of the Lenders, and grants to the Agent for
its benefit and the ratable benefit of the Lenders, a lien on and a security
interest in the following collateral (the "Letter of Credit Collateral"):

                  (i) the Letter of Credit Collateral Account, all cash
         deposited therein, and all certificates and instruments, if any, from
         time to time representing or evidencing the Letter of Credit Collateral
         Account;

                  (ii) all notes, certificates of deposit and other instruments
         from time to time hereafter delivered to or otherwise possessed by the
         Agent for or on behalf of any Borrower in substitution for or in
         respect of any or all of the then existing Letter of Credit Collateral;

                  (iii) all interest, dividends, cash, instruments and other
         property from time to time received, receivable or otherwise
         distributed in respect of or in



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         exchange for any or all of the then existing Letter of Credit 
         Collateral; and

                  (iv) to the extent not covered by clauses (i) through (iii)
         above, all proceeds of any or all of the foregoing Letter of Credit
         Collateral.

The lien and security interest granted hereby secures the payment of all
obligations of the Borrowers and its Subsidiaries now or hereafter existing
hereunder and under any other Loan Document.

                  (c) Each Borrower agrees that it will not (i) sell or
otherwise dispose of any interest in the Letter of Credit Collateral or (ii)
create or permit to exist any lien, security interest or other charge or
encumbrance upon or with respect to any of the Letter of Credit Collateral,
except for the security interest created by this Section 6.02.

                  (d) The Agent may, in it sole discretion, without notice to
any Borrower except as required by law and at any time from time to time,
charge, set off and otherwise apply all or any part of, first, the Letter of
Credit Obligations relating to Letters of Credit, and second, the Obligations of
any Borrower or any of its Subsidiaries now or hereafter existing under any of
the Loan Documents, against the Letter of Credit Collateral Account or any part
thereof, in such order as the Agent shall elect. The Agent agrees promptly to
notify such Borrower after any such setoff and application made by the Agent,
provided that the failure to give such notice shall not affect the validity of
such setoff and application. The rights of the Agent under this Section 6.02(d)
are in addition to other rights and remedies (including, without limitation,
other rights of setoff) which the Agent may have.

                  (e) On a quarterly basis, so long as no Event of Default
exists, the Agent shall pay over any funds in the Letter of Credit Collateral
Account which are in excess of the Letter of Credit Obligations to the Company
(or to whomsoever may be lawfully entitled to receive such funds).


                                   ARTICLE VII
                           THE AGENT AND THE CO-AGENT

                  SECTION 7.01. AUTHORIZATION AND ACTION. Each Lender hereby
appoints and authorizes the Agent and the Co- Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement as are delegated
to the Agent or the Co-Agent, as the case may be, by the terms hereof, together
with such powers as are reasonably incidental thereto. As to any matters not
expressly



                                       97
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provided for by this Agreement (including, without limitation, enforcement or
collection of the Debt resulting from the Advances), neither the Agent nor the
Co-Agent shall be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of Lenders owed
51% or more of the aggregate unpaid principal amount of the Committed Advances
then outstanding (or if no Committed Advances are at the time outstanding, upon
the instructions of Lenders having 51% or more of the Commitments), and such
instructions shall be binding upon all Lenders; provided, however, that neither
the Agent nor the Co-Agent shall be required to take any action which exposes
the Agent or the Co-Agent, as the case may be, to personal liability or which is
contrary to this Agreement or applicable law. The Agent agrees to give to each
Lender prompt notice of each notice given to it by a Borrower pursuant to the
terms of this Agreement.

                  SECTION 7.02. AGENT'S AND CO-AGENT'S RELIANCE, ETC. Neither
the Agent nor the Co-Agent nor any of their respective directors, officers,
agents or employees shall be liable for any action taken or omitted to be taken
by it or them under or in connection with this Agreement, except for its or
their own gross negligence or willful misconduct. Without limitation of the
generality of the foregoing, the Agent and the Co-Agent: (a) may treat the
Lender that made any Advance as the holder of the Debt resulting therefrom until
the Agent receives and accepts an Assignment and Acceptance entered into by such
Lender, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.08; (b) may consult with legal counsel (including counsel for the
Borrowers), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (c)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (d) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement on the part of the
Borrowers or to inspect the property (including the books and records) of the
Borrowers; (e) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant hereto; and (f)
shall incur no liability under or in respect of this Agreement by acting upon
any notice, consent, certificate or other instrument or writing (which may be by
telecopier, telegram, cable or telex) believed by it to be genuine and signed or
sent by the proper party or parties.



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<PAGE>   104
                  SECTION 7.03. CUSA, ABN AMRO AND AFFILIATES. With respect to
any Commitment of, or any Advances made by, CUSA, ABN AMRO or any of their
respective affiliates, CUSA, ABN AMRO and each such affiliate shall have the
same rights and powers under this Agreement as any other Lender and may exercise
the same as though it were not the Agent, the Co- Agent or an affiliate thereof;
and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated,
include CUSA, ABN AMRO and each such affiliate in its individual capacity. CUSA,
ABN AMRO and their respective affiliates may accept deposits from, lend money
to, act as trustee under indentures of, and generally engage in any kind of
business with, the Borrowers, any of its subsidiaries and any Person who may do
business with or own securities of the Borrowers or any such subsidiary, all as
if CUSA or ABN AMRO were not the Agent or the Co-Agent and without any duty to
account therefor to the Lenders.

                  SECTION 7.04. LENDER CREDIT DECISION. Each Lender acknowledges
that it has, independently and without reliance upon the Agent, the Co-Agent or
any other Lender and based on the financial statements referred to in Section
4.03 and such other documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent, the Co-Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

                  SECTION 7.05. INDEMNIFICATION. The Lenders (other than the
Designated Bidders) agree to indemnify the Agent and the Co-Agent (to the extent
not reimbursed by the Borrowers), ratably according to the respective aggregate
principal amount of Committed Advances then owing to each of them (or if no such
Advances are at the time outstanding or if any such Advances are then owing to
Persons which are not Lenders, ratably according to the respective amounts of
their Commitments), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against the Agent or the Co-Agent, as the case may be, in any
way relating to or arising out of this Agreement or any action taken or omitted
by the Agent or the Co-Agent, as the case may be, under this Agreement, provided
that no Lender shall be liable for any portion of -------- such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's or the Co-Agent's, as the
case may be, gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender (other than the



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Designated Bidders) agrees to reimburse the Agent and the Co-Agent promptly upon
demand for its ratable share of any out-of-pocket expenses (including counsel
fees) incurred by the Agent or the Co-Agent, as the case may be, in connection
with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, to the extent that the Agent or the Co-Agent, as the case may
be, is not reimbursed for such expenses by the Borrowers.

                  SECTION 7.06. SUCCESSOR AGENT. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Company and may be
removed at any time with or without cause by the Majority Lenders, such
resignation or removal to be effective upon acceptance of appointment by a
successor Agent as provided herein. Upon any such resignation or removal, the
Majority Lenders shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Majority Lenders, and shall
have accepted such appointment, within 30 days after the retiring Agent's giving
of notice of resignation or the Majority Lenders' removal of the retiring Agent,
then the retiring Agent may, on behalf of the Lenders, appoint a successor
Agent, which shall be a bank recognized as a bank under the laws of the United
States and having a combined capital and surplus of at least $100,000,000. The
Borrower shall have the right to consent to the appointment of the successor
Agent, which consent shall not be unreasonably withheld. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring Agent's resignation or removal hereunder as Agent, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under this Agreement. The Co-Agent may
resign at any time by giving written notice thereof to the Lenders, the Agent
and the Borrower, and may be removed at any time with or without cause by the
Majority Lenders.


                                  ARTICLE VIII
                               THE PARENT GUARANTY

                  SECTION 8.01. GUARANTY OF THE GUARANTIED OBLIGATIONS. The
Company hereby irrevocably and unconditionally guaranties, as primary obligor
and not merely as surety, the due and punctual payment in full of all Guarantied
Obligations when and as the same shall become due, whether at stated maturity,
by required prepayment or



                                       100
<PAGE>   106
declaration of (or in certain circumstances automatic) acceleration (including
amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)). The term
"Guarantied Obligations" is used herein in its most comprehensive sense and
includes:

                  (a) any and all obligations of the Borrowers in respect of
         notes, advances, borrowings, loans, debts, interest, fees, costs,
         expenses (including, without limitation, legal fees and expenses of
         counsel), indemnities and liabilities of whatsoever nature now or
         hereafter made, incurred or created, whether absolute or contingent,
         liquidated or unliquidated, whether due or not due, arising under or in
         connection with this Agreement, including those arising under
         successive borrowing transactions under this Agreement which shall
         either continue such obligations of the Borrowers or from time to time
         renew them after they have been satisfied; and

                  (b) those expenses set forth in Section 8.07 hereof.

                  This Article VIII, as it may be amended, amended and restated,
supplemented or otherwise modified from time to time, is sometimes referred to
herein as the "Parent Guaranty" or this "Parent Guaranty".

                  SECTION 8.02. LIABILITY OF THE COMPANY. The Company agrees
that its obligations hereunder are irrevocable, absolute, independent and
unconditional and shall not be affected by any circumstance which constitutes a
legal or equitable discharge of a guarantor or surety other than indefeasible
payment in full of the Guarantied Obligations. In furtherance of the foregoing
and without limiting the generality thereof, the Company agrees as follows:

                  (a) This Parent Guaranty is a guaranty of payment when due and
         not of collectibility.

                  (b) The obligations of the Company hereunder are independent
         of the obligations of the Borrowers hereunder and the obligations of
         any other guarantor of the obligations of the Borrowers hereunder, and
         a separate action or actions may be brought and prosecuted against the
         Company whether or not any action is brought against the Borrowers or
         any of such other guarantors and whether or not the Borrowers are
         joined in any such action or actions.

                  (c) The Company's payment of a portion, but not all, of the
         Guarantied Obligations shall in no way



                                       101
<PAGE>   107
         limit, affect, modify or abridge the Company's liability for any
         portion of the Guarantied Obligations which has not been paid. Without
         limiting the generality of the foregoing, if the Agent is awarded a
         judgment in any suit brought to enforce the Company's covenant to pay a
         portion of the Guarantied Obligations, such judgment shall not be
         deemed to release the Company from its covenant to pay the portion of
         the Guarantied Obligations that is not the subject of such suit.

                  (d) The Agent, any Issuing Bank, any Designated Issuer or any
         Lender, upon such terms as it deems appropriate, without notice or
         demand and without affecting the validity or enforceability of this
         Parent Guaranty or giving rise to any reduction, limitation,
         impairment, discharge or termination of the Company's liability
         hereunder, from time to time may (i) renew, extend (whether pursuant to
         Section 2.19 or otherwise), accelerate (in accordance with the terms of
         this Agreement), increase (in accordance with the terms of this
         Agreement) the rate of interest on, or otherwise change the time,
         place, manner or terms of payment of the Guarantied Obligations with
         the agreement of the applicable Borrower obligated therefor, (ii)
         settle, compromise, release or discharge, or accept or refuse any offer
         of performance with respect to, or substitutions for, the Guarantied
         Obligations or any agreement relating thereto and/or subordinate the
         payment of the same to the payment of any other obligations; (iii)
         request and accept other guaranties of the Guarantied Obligations and
         take and hold security for the payment of this Parent Guaranty or the
         Guarantied Obligations; (iv) release, surrender, exchange, substitute,
         compromise, settle, rescind, waive, alter, subordinate or modify, with
         or without consideration, any security for payment of the Guarantied
         Obligations, any other guaranties of the Guarantied Obligations, or any
         other obligation of any Person with respect to the Guarantied
         Obligations; (v) enforce and apply any security now or hereafter held
         by or for the benefit of the Agent, any Issuing Bank, any Designated
         Issuer or any Lender in respect of this Parent Guaranty or the
         Guarantied Obligations and direct the order or manner of sale thereof,
         or exercise any other right or remedy that Agent, Issuing Banks,
         Designated Issuers or Lenders, or any of them, may have against any
         such security, as Agent in its discretion may determine consistent with
         this Agreement and any applicable security agreement, including
         foreclosure on any such security pursuant to one or more judicial or
         nonjudicial sales, whether or not every aspect of any such sale is
         commercially reasonable, and even though such action operates to impair
         or extinguish any right



                                       102
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         of reimbursement or subrogation or other right or remedy of the Company
         against the Borrowers or any security for the Guarantied Obligations;
         and (vi) exercise any other rights available to it hereunder.

                  (e) This Parent Guaranty and the obligations of the Company
         hereunder shall be valid and enforceable and shall not be subject to
         any reduction, limitation, impairment, discharge or termination for any
         reason (other than indefeasible payment in full of the Guarantied
         Obligations), including without limitation the occurrence of any of the
         following, whether or not the Company shall have had notice or
         knowledge of any of them: (i) any failure or omission to assert or
         enforce or agreement or election not to assert or enforce, or the stay
         or enjoining, by order of court, by operation of law or otherwise, of
         the exercise or enforcement of, any claim or demand or any right, power
         or remedy (whether arising hereunder, at law, in equity or otherwise)
         with respect to the Guarantied Obligations or any agreement relating
         thereto, or with respect to any other guaranty of or security for the
         payment of the Guarantied Obligations; (ii) any rescission, waiver,
         amendment or modification of, or any consent to departure from, any of
         the terms or provisions (including without limitation provisions
         relating to events of default) of this Agreement, or any agreement or
         instrument executed pursuant thereto, or of any other guaranty or
         security for the Guarantied Obligations, in each case whether or not in
         accordance with the terms of this Agreement or any agreement relating
         to such other guaranty or security; (iii) the Guarantied Obligations,
         or any agreement relating thereto, at any time being found to be
         illegal, invalid or unenforceable in any respect; (iv) the application
         of payments received from any source (other than payments received from
         the proceeds of any security for the Guarantied Obligations, except to
         the extent such security also serves as collateral for indebtedness
         other than the Guarantied Obligations) to the payment of indebtedness
         other than the Guarantied Obligations, even though the Agent, the
         Issuing Banks, the Designated Issuers or the Lenders, or any of them,
         might have elected to apply such payment to any part or all of the
         Guarantied Obligations; (v) any Lender's, Issuing Bank's, Designated
         Issuer's or Agent's consent to the change, reorganization or
         termination of the corporate or partnership structure or existence of
         the Borrowers or any of its Subsidiaries and to any corresponding
         restructuring of the Guarantied Obligations; (vi) any failure to
         perfect or continue perfection of a security interest in any collateral
         which secures any of the Guarantied Obligations;



                                       103
<PAGE>   109
         (vii) any defenses which the Borrowers may allege or assert against the
         Agent, any Issuing Bank, any Designated Issuer or any Lender in respect
         of the Guarantied Obligations, including but not limited to statute of
         frauds, statute of limitations, and usury; and (viii) any other act or
         thing or omission, or delay to do any other act or thing, which may or
         might in any manner or to any extent vary the risk of the Company as an
         obligor in respect of the Guarantied Obligations.

                  SECTION 8.03. WAIVERS BY THE COMPANY. The Company hereby
waives, for the benefit of the Lenders, the Issuing Banks, the Designated
Issuers and the Agent:

                  (a) any right to require the Agent, the Issuing Banks, the
         Designated Issuers or the Lenders, as a condition of payment or
         performance by the Company, to (i) proceed against the Borrowers, any
         other guarantor of the Guarantied Obligations or any other Person, (ii)
         proceed against or exhaust any security held from the Borrowers, any
         other guarantor of the Guarantied Obligations or any other Person,
         (iii) proceed against or have resort to any balance of any deposit
         account or credit on the books of the Agent, any Issuing Bank, any
         Designated Issuer or any Lender in favor of the Borrowers or any other
         Person, or (iv) pursue any other remedy in the power of the Agent, any
         Issuing Bank, any Designated Issuer or any Lender whatsoever;

                  (b) any defense arising by reason of the incapacity, lack of
         authority or any disability or other defense of the Borrowers
         including, without limitation, any defense based on or arising out of
         the lack of validity or the unenforceability of the Guarantied
         Obligations or any agreement or instrument relating thereto or by
         reason of the cessation of the liability of the Borrowers from any
         cause other than indefeasible payment in full of the Guarantied
         Obligations;

                  (c) any defense based upon any statute or rule of law which
         provides that the obligation of a surety must be neither larger in
         amount nor in other respects more burdensome than that of the
         principal;

                  (d) (i) any principles or provisions of law, statutory or
         otherwise, which are or might be in conflict with the terms of this
         Parent Guaranty and any legal or equitable discharge of the Company's
         obligations hereunder, (ii) the benefit of any statute of limitations
         affecting the Company's liability hereunder or the enforcement hereof,
         and (iii) promptness, diligence and any requirement that the Agent, any
         Issuing Bank, any Designated Issuer or



                                       104
<PAGE>   110
         any Lender protect, secure, perfect or insure any security interest or
         lien or any property subject thereto;

                  (e) notices, demands, presentments, protests, notices of
         protest, notices of dishonor and notices of any action or inaction,
         including acceptance of this Parent Guaranty, notices of default
         hereunder or any agreement or instrument related thereto, notices of
         any renewal, extension or modification of the Guarantied Obligations or
         any agreement related thereto, notices of any extension of credit to
         the Borrowers and notices of any of the matters referred to in Section
         8.02 and any right to consent to any thereof; and

                  (f) any defenses or benefits that may be derived from or
         afforded by law which limit the liability of or exonerate guarantors or
         sureties, or which may conflict with the terms of this Parent Guaranty.

                  SECTION 8.04. PAYMENT BY THE COMPANY. The Company hereby
agrees, in furtherance of the foregoing and not in limitation of any other right
which the Agent or any other Person may have at law or in equity against the
Company by virtue hereof, upon the failure of the Borrowers to pay any of the
Guarantied Obligations when and as the same shall become due, whether at stated
maturity, by required prepayment or declaration of (or, in certain
circumstances, automatic) acceleration, (including amounts that would become due
but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code, 11 U.S.C. ss. 362(a)), the Company will forthwith pay, or cause
to be paid, in cash, to the Agent for the benefit of Lenders, the Issuing Banks
and the Designated Issuers, an amount equal to the sum of the unpaid principal
amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid
interest on such Guarantied Obligations (including, without limitation, interest
which, but for the filing of a petition in bankruptcy with respect to the
Borrowers, would have accrued on such Guarantied Obligations, whether or not a
claim is allowed against the Borrowers for such interest in any such bankruptcy
proceeding) and all other Guarantied Obligations then owed to the Agent and/or
the Lenders, the Issuing Banks or the Designated Issuers as aforesaid.

                  SECTION 8.05. SUBROGATION. Until the Guarantied Obligations
shall have been indefeasibly paid in full, the Company shall withhold exercise
of (a) any right of subrogation, (b) any right of contribution the Company may
have against any other guarantor of the Guarantied Obligations, (c) any right to
enforce any remedy which the Agent, any Issuing Bank, any Designated Issuer or
any Lender now has or may hereafter have against the Borrowers or (d) any
benefit of, and any right to participate in, any



                                       105
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security now or hereafter held by the Agent , any Issuing Bank, any Designated
Issuer or any Lender. The Company further agrees that, to the extent that its
agreement to defer exercising any of its rights of subrogation and contribution
as set forth herein is found by a court of competent jurisdiction to be void or
voidable for any reason, any rights of subrogation the Company may have against
the Borrowers or against any collateral or security, and any rights of
contribution the Company may have against any other guarantor, shall be junior
and subordinate to any rights the Agent, the Issuing Banks, the Designated
Issuers or the Lenders may have against the Borrowers, to all right, title and
interest the Agent, the Issuing Banks, the Designated Issuers or the Lenders may
have in any such collateral or security, and to any right the Agent, the Issuing
Banks, the Designated Issuers or the Lenders may have against such other
guarantor. The Agent, on behalf of the Lenders, the Issuing Banks and the
Designated Issuers, may use, sell or dispose of any item of collateral or
security as it sees fit without regard to any subrogation rights the Company may
have, and upon any such disposition or sale any rights of subrogation the
Company may have shall terminate. If any amount shall be paid to the Company on
account of such subrogation rights at any time when all Guarantied Obligations
shall not have been paid in full, such amount shall be held in trust for the
Agent on behalf of Lenders, the Issuing Banks and the Designated Issuers and
shall forthwith be paid over to the Agent for the benefit of the Lenders, the
Issuing Banks and the Designated Issuers to be credited and applied against the
Guarantied Obligations in accordance with the terms of this Agreement or any
applicable security agreement.

                  SECTION 8.06. SUBORDINATION OF OTHER OBLIGATIONS. Any
indebtedness of the Borrowers or any Subsidiary of the Borrowers now or
hereafter held by the Company is hereby subordinated in right of payment to the
Guarantied Obligations, and any such indebtedness of the Borrowers or any
Subsidiary of the Borrowers to the Company collected or received by the Company
after an Event of Default resulting from a payment default has occurred and is
continuing or after an acceleration of the Guarantied Obligations shall be held
in trust for the Agent on behalf of the Lenders, the Issuing Banks and the
Designated Issuers and shall forthwith be paid over to the Agent for the benefit
of the Lenders, the Issuing Banks and the Designated Issuers to be credited and
applied against the Guarantied Obligations but without affecting, impairing or
limiting in any manner the liability of the Company under any other provision of
this Parent Guaranty.

                  SECTION 8.07. EXPENSES. The Company agrees to pay, or cause to
be paid, and to save the Agent, the Issuing Banks, the Designated Issuers and
the Lenders harmless



                                       106
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against liability for, any and all reasonable costs and out-of-pocket expenses
(including fees and disbursements of counsel) incurred or expended by the Agent,
any Issuing Bank, any Designated Issuer or any Lender in connection with the
enforcement of or preservation of any rights under this Parent Guaranty.

                  SECTION 8.08. CONTINUING GUARANTY; TERMINATION OF PARENT
GUARANTY. This Parent Guaranty is a continuing guaranty and shall remain in
effect until all of the Guarantied Obligations shall have been indefeasibly paid
in full, the Commitments of all of the Lenders shall have terminated, and the
obligations of the Issuing Banks to issue Letters of Credit shall have
terminated.

                  SECTION 8.09. AUTHORITY OF THE COMPANY OR THE BORROWERS. It is
not necessary for the Lenders, the Issuing Banks, the Designated Issuers or the
Agent to inquire into the capacity or powers of the Company or the Borrowers or
the officers, directors or any agents acting or purporting to act on behalf of
any of them.

                  SECTION 8.10. FINANCIAL CONDITION OF THE BORROWERS. Any
Advances may be granted to the Borrowers or continued from time to time without
notice to or authorization from the Company regardless of the financial or other
condition of the Borrowers at the time of any such grant or continuation. The
Lenders, the Issuing Banks, the Designated Issuers and the Agent shall have no
obligation to disclose or discuss with the Company their assessment, or the
Company's assessment, of the financial condition of the Borrowers. The Company
has adequate means to obtain information from the Borrowers on a continuing
basis concerning the financial condition of the Borrowers and its ability to
perform its obligations hereunder, and the Company assumes the responsibility
for being and keeping informed of the financial condition of the Borrowers and
of all circumstances bearing upon the risk of nonpayment of the Guarantied
Obligations. The Company hereby waives and relinquishes any duty on the part of
the Agent, any Issuing Bank, any Designated Issuer or any Lender to disclose any
matter, fact or thing relating to the business, operations or conditions of the
Borrowers now known or hereafter known by the Agent, any Issuing Bank, any
Designated Issuer or any Lender.

                  SECTION 8.11. RIGHTS CUMULATIVE. The rights, powers and
remedies given to the Lenders, the Issuing Banks, the Designated Issuers and the
Agent by this Parent Guaranty are cumulative and shall be in addition to and
independent of all rights, powers and remedies given to the Lenders, the Issuing
Banks, the Designated Issuers and the Agent by virtue of any statute or rule of
law or under this Agreement or any agreement between the Company and the
Lenders, the



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Issuing Banks, the Designated Issuers and/or the Agent or between the Borrowers
and the Lenders, the Issuing Banks, the Designated issuers and/or the Agent. Any
forbearance or failure to exercise, and any delay by any Lender, any Issuing
Bank, any Designated Issuer or the Agent in exercising, any right, power or
remedy hereunder shall not impair any such right, power or remedy or be
construed to be a waiver thereof, nor shall it preclude the further exercise of
any such right, power or remedy.

                  SECTION 8.12. BANKRUPTCY; POST-PETITION INTEREST;
REINSTATEMENT OF THE PARENT GUARANTY. (a) The obligations of the Company under
this Parent Guaranty shall not be reduced, limited, impaired, discharged,
deferred, suspended or terminated by any proceeding, voluntary or involuntary,
involving the bankruptcy, insolvency, receivership, reorganization, liquidation
or arrangement of the Borrowers or by any defense which the Borrowers may have
by reason of the order, decree or decision of any court or administrative body
resulting from any such proceeding.

                  (b) The Company acknowledges and agrees that any interest on
any portion of the Guarantied Obligations which accrues after the commencement
of any proceeding referred to in clause (a) above (or, if interest on any
portion of the Guarantied Obligations ceases to accrue by operation of law by
reason of the commencement of said proceeding, such interest as would have
accrued on such portion of the Guarantied Obligations if said proceedings had
not been commenced) shall be included in the Guarantied Obligations because it
is the intention of the Company and the Agent that the Guarantied Obligations
which are guarantied by the Company pursuant to this Parent Guaranty should be
determined without regard to any rule of bankruptcy or other similar laws or
which may relieve the Borrowers of any portion of such Guarantied Obligations.
The Company will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person to pay the
Agent, or allow the claim of the Agent in respect of, any such interest accruing
after the date on which such proceeding is commenced.

                  (c) In the event that all or any portion of the Guarantied
Obligations are paid by the Borrowers, the obligations of the Company hereunder
shall continue and remain in full force and effect or be reinstated, as the case
may be, in the event that all or any part of such payment(s) are rescinded or
recovered directly or indirectly from the Agent, any Issuing Bank, any
Designated Issuer or any Lender as a preference, fraudulent transfer or
otherwise, and any such payments which are so rescinded or recovered shall
constitute Guarantied Obligations for all purposes under this Parent Guaranty.



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                  SECTION 8.13. SET OFF. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the Agent to
declare the Advances due and payable pursuant to the provisions of Section 6.01,
each Lender, each Issuing Bank, each Designated Issuer and the Agent is
authorized at any time or from time to time, without notice (any such notice
being hereby expressly waived), to set off and to appropriate and to apply any
and all deposits (including but not limited to indebtedness evidenced by
certificates of deposit, whether matured or unmatured, time or demand deposits,
provisional or final deposits, or general deposits but not special deposits) and
any other indebtedness of any Lender, any Issuing Bank, any Designated Issuer or
the Agent owing to the Company and any other property of the Company held by any
Lender, any Issuing Bank, any Designated Issuer or the Agent to or for the
credit or the account of the Company against and on account of the Guarantied
Obligations and liabilities of the Company to any Lender, any Issuing Bank, any
Designated Issuer or the Agent under this Parent Guaranty.

                  SECTION 8.14. SUCCESSORS AND ASSIGNS. This Parent Guaranty is
a continuing guaranty and shall be binding upon the Company and its successors
and assigns. This Parent Guaranty shall inure to the benefit of the Lenders, the
Issuing Banks, the Designated Issuers, the Agent and their respective successors
and assigns. The Company shall not assign this Parent Guaranty or any of the
rights or obligations of the Company hereunder without the prior written consent
of all Lenders. To the extent the Guarantied Obligations are assigned in
accordance with this Agreement, any Lender or Issuing Bank may, without notice
or consent, assign its interest in this Parent Guaranty in whole or in part. The
terms and provisions of this Parent Guaranty shall inure to the benefit of any
permitted assignee or transferee of any rights and obligations under this
Agreement, and in the event of such transfer or assignment the rights and
privileges herein conferred upon the Lenders, the Issuing Banks, the Designated
Issuers and the Agent shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof.

                  SECTION 8.15. FURTHER ASSURANCES. At any time or from time to
time, upon the request of the Agent or Majority Lenders, the Company shall
execute and deliver such further documents and do such other acts and things as
the Agent or Majority Lenders may reasonably request in order to effect fully
the purposes of this Parent Guaranty.



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                                   ARTICLE IX
                                  MISCELLANEOUS

                  SECTION 9.01. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrowers
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Majority Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided that any amendment, modification, termination or waiver of the
principal amount of a Bid Advance or payments or prepayments by a Borrower in
respect thereof, the scheduled maturity dates of a Bid Advance, the dates on
which interest is payable and decreases in interest rates borne by the Bid
Advances shall not be effective without the written concurrence of the Lender
which has funded such Bid Advance; provided, further, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders (other than
the Designated Bidders), do any of the following: (a) waive any of the
conditions specified in Section 3.01, 3.02, or 3.03, (b) increase the
Commitments of such Lenders or subject such Lenders to any additional
obligations, (c) reduce the principal of, or interest on, the Committed Advances
or Letters of Credit or any fees or other amounts payable hereunder, (d)
postpone any date fixed for any payment of principal of, or interest on, the
Committed Advances or Letters of Credit or any fees or other amounts payable
hereunder, (e) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Committed Advances, or the number of Lenders,
which shall be required for the Lenders or any of them to take any action
hereunder, (f) amend Section 6.01(a) or (e) or this Section 9.01, or (g) release
the Parent Guaranty; provided, still further, that no amendment, waiver or
consent shall, unless in writing and signed by all the Lenders, waive any of the
conditions specified in Section 3.04; and provided, still further, that no
amendment, waiver or consent shall, unless in writing and signed by the Agent in
addition to the Lenders required above to take such action, affect the rights or
duties of the Agent under this Agreement.

                  SECTION 9.02. NOTICES, ETC. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic, telex or cable communication) and mailed, telecopied, telegraphed,
telexed, cabled or delivered, if to a Borrower, at the Company's address at 200
Oceangate Boulevard, Suite 900, Long Beach, California 90802, Attention: Mr.
Zohar Ziv; if to any Financial Institution, at its Domestic Lending Office
specified opposite its name on SCHEDULE 1.01(A) HERETO; if to any other Lender,
at its Domestic Lending Office specified in the Assignment and Acceptance, New
Commitment Acceptance or Designation Agreement pursuant to which it



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became a Lender; and if to the Agent, at its address at 725 South Figueroa
Street, Los Angeles, California 90017, Attention: Ms. Catherine Hudnall, Vice
President, Corporate Capital Division; or, as to the Borrowers or the Agent, at
such other address as shall be designated by such party in a written notice to
the other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower and the Agent. All
such notices and communications shall, when mailed, telecopied, telegraphed,
telexed or cabled, be effective when deposited in the mails, telecopied,
delivered to the telegraph company, confirmed by telex answerback or delivered
to the cable company, respectively, except that notices and communications to
the Agent pursuant to Article II or VII shall not be effective until received by
the Agent.

                  SECTION 9.03. NO WAIVER; REMEDIES. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

                  SECTION 9.04. COSTS, EXPENSES AND TAXES.

                  (a) The Borrower agrees to pay to the Agent, the Co-Agent and
the Arranger on demand all costs and expenses in connection with the
preparation, negotiation, execution, delivery, syndication, administration,
modification and amendment of this Agreement and the other documents to be
delivered hereunder, including, without limitation, all out-of-pocket expenses
and the reasonable fees and expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement. The Borrower further agrees to pay on
demand all costs and expenses of the Agent, the Co-Agent, the Arranger and the
Lenders, if any (including, without limitation, all out-of-pocket expenses and
reasonable counsel fees and expenses and, without duplication, the allocated
cost of in-house counsel), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement and the other
documents to be delivered hereunder, including, without limitation, reasonable
counsel fees and expenses in connection with the enforcement of rights under
this Section 9.04(a). Any amounts owing to the Agent, the Co-Agent, the Arranger
or any Lender under this Section 9.04(a) shall be paid by the Borrower upon
presentation of a statement of account.

                  (b) If any payment of principal of any Eurocurrency Advance or
Fixed Rate Advance is made by a



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Borrower to or for the account of a Lender other than on the last day of the
Eurocurrency Interest Period for such Advance or the maturity date for such
Advance as specified in accordance with Section 2.03(f), as a result of a
payment pursuant to Section 2.02(b)(i), acceleration of the maturity of the
Advances pursuant to Section 6.01 or for any other reason, such Borrower shall,
upon demand by any Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses which it may reasonably
incur as a result of such payment, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

                  SECTION 9.05. RIGHT OF SETOFF. Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the Agent
to declare the Advances due and payable pursuant to the provisions of Section
6.01, each Lender is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the
account of a Borrower against any and all of the obligations of such Borrower
now or hereafter existing under this Agreement, whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be
unmatured. Each Lender agrees promptly to notify such Borrower after any such
setoff and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such setoff and application. The
rights of each Lender under this Section are in addition to other rights and
remedies (including, without limitation, other rights of setoff) which such
Lender may have.

                  SECTION 9.06. JUDGMENT.

                  (a) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder or under any other Loan Document in
any currency (the "Original Currency") into another currency (the "Other
Currency") the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the Original
Currency with the Other Currency at London, England on the second Business Day
preceding that on which final judgment is given.



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                  (b) The obligation of a Borrower in respect of any sum due in
the Original Currency from it to any Lender or the Agent hereunder shall,
notwithstanding any judgment in any Other Currency, be discharged only to the
extent that on the Business Day following receipt by such Lender or the Agent
(as the case may be) of any sum adjudged to be so due in such Other Currency
such Lender or the Agent (as the case may be) may in accordance with normal
banking procedures purchase the Original Currency with such Other Currency; if
the amount of the Original Currency so purchased is less than the sum originally
due to such Lender or the Agent (as the case may be) in the Original Currency,
such Borrower agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Agent (as the case may be) against
such loss, and if the amount of the Original Currency so purchased exceeds the
sum originally due to any Lender or the Agent (as the case may be) in the
Original Currency, such Lender or the Agent (as the case may be) agrees to remit
to such Borrower such excess.

                  SECTION 9.07. BINDING EFFECT. This Agreement shall become
effective when it shall have been executed by the Borrower and the Agent and
when the Agent shall have been notified by each Financial Institution that such
Financial Institution has executed it and thereafter shall be binding upon and
inure to the benefit of the Borrowers, the Agent and each Lender and their
respective successors and assigns, except that the Borrowers shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the Lenders.

                  SECTION 9.08. ASSIGNMENTS, DESIGNATIONS AND PARTICIPATIONS.

                  (a) Each Lender (other than the Designated Bidders) may assign
to one or more banks or other entities all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and the Advances owing to it); provided, however,
that, except in the case of assignments by a Lender to an affiliate of such
Lender, (i) each such assignment shall be of a constant, and not a varying,
percentage of all of the assigning Lender's rights and obligations under this
Agreement (other than any right to make Bid Advances or Bid Advances owing to
it), (ii) the amount of the Commitment of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof,
(iii) each such assignment shall be to an Eligible Assignee, (iv) the Borrower
shall consent to the assignee (which consent shall not be unreasonably
withheld), (v) the Agent shall consent to such assignee (which consent shall not
be unreasonably



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withheld) and (vi) the parties to each such assignment shall execute and deliver
to the Agent, for its acceptance and recording in the Register, an Assignment
and Acceptance, together with a processing and recordation fee of $3000 (such
fee shall not be paid by the Borrowers). Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance (x) 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, have the rights and obligations
of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto). If a Lender assigning all or a portion of its rights and obligations
under this Agreement pursuant to this Section 9.08(a) (or its Designated Issuer)
shall have issued a Syndicated Letter of Credit that remains outstanding at the
time of such assignment, such Lender (or its Designated Issuer) shall be deemed
to have sold and transferred irrevocably and unconditionally to the assignee,
and such assignee shall be deemed to have purchased and received irrevocably and
unconditionally, an undivided interest and participation to the extent of the
interest being transferred to such assignee in such Letter of Credit, and the
assignee's Commitment shall be deemed used by the amount of such participation
for so long as such Letter of Credit remains outstanding and the assignor's
remaining Commitment, if any, shall not be deemed used by the amount of such
participation. In the event any reimbursement obligation in respect of such
Letter of credit is not paid to such assigning Lender (or Designated Issuer)
when due, the Lender shall promptly notify the assignee of the amount of such
reimbursement obligation and such assignee shall promptly pay to the assigning
Lender, in same day funds, an amount equal to such assignee's participation
interest of the amount of such unpaid reimbursement obligation.

                  (b) By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto;



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(ii) such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower or the
performance or observance by any Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii)
such assignee confirms that it has received a copy of this Agreement, together
with copies of the financial statements referred to in Section 4.03 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (iv)
such assignee will, independently and without reliance upon the Agent, such
assigning Lender or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such assignee
confirms that it is an Eligible Assignee; (vi) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Agent by the terms
hereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms
all of the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.

                  (c) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible
Assignee, the Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of EXHIBIT A hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower.

                  (d) Each Lender (other than the Designated Bidders) may
designate one or more banks or other entities to have a right to make Bid
Advances as a Lender pursuant to Section 2.03; provided, however, that (i) no
such Lender shall be entitled to make more than two such designations, (ii) each
such Lender making one or more of such designations shall retain the right to
make Bid Advances as a Lender pursuant to Section 2.03, (iii) each such
designation shall be to a Designated Bidder and (iv) the parties to each such
designation shall execute and deliver to the Agent, for its acceptance and
recording in the Register, a Designation Agreement. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Designation Agreement, the designee thereunder shall be a party hereto
with a right to make Bid Advances as a Lender pursuant to Section 2.03 and the
obligations related thereto.



                                       115
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                  (e) By executing and delivering a Designation Agreement, the
Lender making the designation thereunder and its designee thereunder confirm and
agree with each other and the other parties hereto as follows: (i) such Lender
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
this Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto; (ii) such Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of any Borrower or the performance or observance by any Borrower or any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such designee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.03 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into the
Designation Agreement; (iv) such designee will, independently and without
reliance upon the Agent, such designating Lender or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such designee confirms that it is a Designated Bidder; (vi)
such designee appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Agent by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vii) such designee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Lender.

                  (f) Upon its receipt of a Designation Agreement executed by a
designating Lender and a designee representing that it is a Designated Bidder,
the Agent shall, if such Designation Agreement has been completed and is
substantially in the form of EXHIBIT E hereto, (i) accept such Designation
Agreement, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower.

                  (g) Each Accepted Lender may submit a New Commitment
Acceptance pursuant to the provisions of Section 2.05 hereof. Upon the
execution, delivery, acceptance and recording of a New Commitment Acceptance,
and the payment by the Accepted Lender to the Agent of a processing and
recordation fee of $3,000, from and after the Increase Date related to such New
Commitment Acceptance, the Accepted Lender shall be a party hereto and have the
rights and obligations of a Lender hereunder.



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                  (h) By executing and delivering an Increased Commitment
Acceptance, the Lender thereunder agrees to make Committed Advances to the
Borrowers pursuant to the terms of Section 2.01(a) in an aggregate amount not to
exceed at any time outstanding the sum of (y) the amount set forth opposite such
Lender's name on the signature pages hereof under the caption "Commitments" plus
(z) the aggregate amount of Proposed Increased Commitments set forth in such
Increased Commitment Acceptance and each Increased Commitment Acceptance
previously submitted by such Lender, if any.

                  By executing and delivering a New Commitment Acceptance, the
Accepted Lender confirms with the other parties hereto as follows: (i) such
Accepted Lender confirms that it has received a copy of this Agreement, together
with copies of the financial statements referred to in Section 4.03 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such New Commitment Acceptance; (ii)
such Accepted Lender will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (iii) such Accepted Lender confirms that
it is an Eligible Assignee; (iv) such Accepted Lender appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers as are reasonably incidental thereto; and (v) such Accepted
Lender agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.

                  (i) Upon its receipt of a completed Increased Commitment
Acceptance executed by a Lender, the Agent shall (i) accept such Increased
Commitment Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Company provided, however,
that if any reallocation of the Proposed Increased Commitment set forth in such
Increased Commitment Acceptance is required pursuant to Sections 2.05 or
9.08(g), the Agent shall not accept such Increased Commitment Acceptance and
such Lender shall resubmit to the Agent, within 5 Business Days of the Increase
Date related to such Increased Commitment Acceptance, an Increased Commitment
Acceptance setting forth such reallocated amount of the Proposed Increased
Commitment.

                  Upon its receipt of a completed New Commitment Acceptance
executed by an Accepted Lender representing that it is an Eligible Assignee, the
Agent shall (i) accept such New Commitment Acceptance, (ii) record the
information



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contained therein in the Register and (iii) give prompt notice thereof to the
Borrower; provided, however, that if any reallocation of the Proposed New
Commitment set forth in such New Commitment Acceptance is required pursuant to
Sections 2.05 or 9.08(g), the Agent shall not accept such New Commitment
Acceptance and such Lender shall resubmit to the Agent, within 5 Business Days
of the Increase Date related to such New Commitment Acceptance, a New Commitment
Acceptance setting forth such reallocated amount of the Proposed New Commitment.

                  (j) The Agent shall maintain at its address referred to in
Section 9.02 a copy of each Assignment and Acceptance, each Increased Commitment
Acceptance, each New Commitment Acceptance and each Designation Agreement
delivered to and accepted by it and a register for the recordation of the names
and addresses of each of the Lenders and, with respect to Lenders other than
Designated Bidders, the Commitment of, and principal amount of the Advances
owing to, each such Lender from time to time (the "Register"). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrowers, the Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for the purposes of this
Agreement. The Register shall be available for inspection by the Borrowers or
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

                  On each Increase Date, the Agent will calculate the
appropriate adjustments to the Register to reflect the reallocation of
outstanding Advances and Letters of Credit in accordance with the pro rata share
of the then current aggregate Commitments of the Lenders set forth in the
Register, and will (i) prior to 10:00 A.M. (New York City time) on such date (A)
notify each Lender and the Borrower of the amounts of such reallocation of
Advances and (B) notify each Lender of the amount, representing the portion of
principal amount of outstanding Advances, which such Lender will either advance
or receive as a result of such reallocation, and (ii) prior to the close of
business in New York City on such date notify each Lender and the Borrower of
the amounts of such reallocation of the Letter of Credit Usage. Immediately upon
receipt of the notice from the Agent set forth in clause (i) above, but no later
than 12:00 noon (New York City time) on such date, each Lender which is to make
an Advance as described above shall make such amount available to the Agent in
funds immediately available to the Agent. Promptly upon receipt of funds from a
Lender making an Advance as set forth above, the Agent shall remit such amount
to the Lender or Lenders entitled to receive such amount, pro-rata in proportion
to the amounts to be received by them as determined above. The making of an
Advance by a Lender as set forth above shall be deemed to



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be the making of an Advance to the Borrower on the date such funds are
transmitted to the Agent. The receipt by a Lender of funds as set forth above
shall be deemed to be a payment of Advances by the Borrower on the date such
payment is received.

                  (k) Each Lender may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment and the Advances owing to it); provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Commitment to the Borrowers hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) the Borrowers, the Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement (iv) no Lender shall grant
any participation under which the participant shall have rights to require such
Lender to take or omit to take any action hereunder or under the other Loan
Documents or approve any amendment to or waiver of this Agreement or the other
Loan Documents, except to the extent such amendment or waiver would: (A) extend
the Termination Date of such Lender; or (B) reduce the interest rate or the
amount of principal or fees applicable to Advances or the Commitment in which
such participant is participating or change the date on which interest,
principal or fees applicable to Advances or the Commitment in which such
participant is participating are payable and (v) the Borrower shall not be
required to pay any amount hereunder that is greater than the amount which it
would have been required to pay had no such participation been sold.

                  (l) Any Lender may, in connection with any assignment or
participation or proposed assignment, designation or participation pursuant to
this Section 9.08, disclose to the assignee or participant or proposed assignee
or participant, any information relating to the Borrowers furnished to such
Lender by or on behalf of the Borrowers; provided that, prior to any such
disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve the confidentiality of any confidential information
relating to the Borrowers received by it from such Lender.

                  (m) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any promissory note or notes executed and delivered by
a Borrower hereunder and held by such Lender) in favor of any Federal Reserve
Bank in accordance with



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Regulation A of the Board of Governors of the Federal Reserve System.

                  SECTION 9.09. CONSENT TO JURISDICTION.

                  (a) Each Borrower hereby irrevocably submits to the
jurisdiction of any New York State or Federal court sitting in New York City and
any appellate court from any thereof in any action or proceeding arising out of
or relating to this Agreement, and each Borrower hereby irrevocably agrees that
all claims in respect of any such action or proceeding may be heard and
determined in such New York State or in such Federal court. Each Borrower hereby
irrevocably waives, to the fullest extent that it may effectively do so, the
defense of an inconvenient forum to the maintenance of any such action or
proceeding. Each Borrower hereby irrevocably appoints CT Corporation System (the
"Process Agent"), with an office on the date hereof at 1633 Broadway, New York,
New York 10019, United States, as its agent to receive on behalf of each
Borrower and its property service of copies of the summons and complaint and any
other process which may be served in any such action or proceeding. Such service
may be made by mailing or delivering a copy of such process to each Borrower in
care of the Process Agent at the Process Agent's above address with a copy to
the Borrower at 200 Oceangate Boulevard, Suite 900, Long Beach, California
90802, Attention: Mr. Zohar Ziv and each Borrower hereby irrevocably authorizes
and directs the Process Agent to accept such service on its behalf. As an
alternative method of service, each Borrower also irrevocably consents to the
service of any and all process in any such action or proceeding by the mailing
of copies of such process to the Borrower at its address specified in Section
9.02, in accordance with the procedures for service by mail under New York law.
Each Borrower agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.

                  (b) Nothing in this Section 9.09 shall affect the right of the
Agent or any Lender to serve legal process in any other manner permitted by law
or affect the right of the Agent or any Lender to bring any action or proceeding
against a Borrower or its property in the courts of any other jurisdictions
including the Federal and State courts sitting in the State of California.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT,
THE CO-AGENT, THE DESIGNATED ISSUERS AND THE LENDERS HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT THE ADVANCES, LETTERS OF CREDIT, OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT



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MATTER OF THIS AGREEMENT AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING
ESTABLISHED. The scope of this waiver is intended to be all-encompassing of any
and all disputes that may be filed in any court and that relate to the subject
matter of this transaction, including without limitation, contract claims, tort
claims, breach of duty claims, and all other common law and statutory claims.
Each Borrower, the Co-Agent, the Agent, the Designated Issuers and the Lenders
each acknowledge that this waiver is a material inducement to enter into a
business relationship, that each has already relied on the waiver in entering
into this Agreement and that each will continue to rely on the waiver in their
related future dealings. Each Borrower, the Agent, the Co-Agent, the Designated
Issuers and the Lenders further warrant and represent that each has reviewed
this waiver with its legal counsel, and that each knowingly and voluntarily
waives its jury trial rights following consultation with legal counsel. THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE ADVANCES AND LETTERS OF CREDIT. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.

                  SECTION 9.11. GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.

                  SECTION 9.12. EXECUTION IN COUNTERPARTS. This Agreement and
any amendments, waivers, consents or supplements may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  SECTION 9.13. INDEMNIFICATION. The Borrower agrees to pay, and
on demand to indemnify and hold harmless the Agent, the Co-Agent and each Lender
and each Issuing Bank and their respective affiliates, and each of their
respective successors, assigns, directors, officers, employees, servants,
attorneys and agents (collectively, the "Indemnitees") from and against any and
all claims, including claims based on strict liability in tort, damages, losses,
liabilities, demands, suits, penalties, judgments, causes of action and all
legal proceedings, whether civil, criminal, administrative or in arbitration,
whether or not such Indemnitee is a party thereto, penalties, fines and other
sanctions and expenses, including, without limitation fees and disbursements of
counsel, which may be imposed on, incurred by or asserted against any
Indemnitee:



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                  (a) by reason of or in connection with the execution,
delivery, performance, administration or enforcement of this Agreement or any
proposal, fee, or commitment letter relating thereto, or any transaction
contemplated by this Agreement; or

                  (b) arising under or pursuant to activities of a Borrower that
violate Environmental Laws; or

                  (c) arising out of or relating to the use of proceeds of the
Advances or the Letters of Credit;

provided, however, that the Borrower shall not be liable to any Indemnitee for
any portion of such claims, damages, liabilities and expenses that a court of
competent jurisdiction shall have determined to have directly resulted from such
Indemnitee's gross negligence or willful misconduct. To the extent that the
undertaking to indemnify, pay and hold harmless set forth in the immediately
preceding sentence may be unenforceable because it is violative of any law or
public policy, the Borrower shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any
of them.

                  SECTION 9.14. CONFIDENTIALITY. Each Lender agrees, insofar as
is legally possible, to use its best efforts to keep in confidence all financial
data and other information relative to the affairs of the Company and its
Subsidiaries heretofore furnished or which may hereafter be furnished to it
pursuant to the provisions of this Agreement; provided, however, that this
Section 9.14 shall not be applicable to information otherwise disseminated to
the public by the Company or its Subsidiaries; and provided further that such
obligation of each Lender shall be subject to each Lender's (a) obligation to
disclose such information pursuant to a request or order under applicable laws
and regulations or pursuant to a subpoena or other legal process, (b) right to
disclose any such information to bank examiners, its affiliates (including,
without limitation, in the case of CUSA, Citicorp Securities, Inc., and in the
case of ABN AMRO Bank N.V., ABN AMRO Securities (USA) Inc.) for use in
connection with the review or supervision of this Agreement, banks, auditors,
accountants and its counsel and other Lenders, and (c) right to disclose any
such information, (i) in connection with the transactions set forth herein
including assignments and sales of participation interests pursuant to Section
9.08 hereof or (ii) in or in connection with any litigation or dispute involving
the Lenders and the Borrowers or any transfer or other disposition by such
Lender of any of its Advances or other extensions of credit by such Lender to
the Borrowers or any of their Subsidiaries, provided that information



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disclosed pursuant to this proviso shall be so disclosed subject to such
procedures as are reasonably calculated to maintain the confidentiality thereof.

                  SECTION 9.15. INDEPENDENCE OF COVENANTS. All covenants
hereunder shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be
permitted by an exception to, or be otherwise within the limitations of, another
covenant shall not avoid the occurrence of an Event of Default or Potential
Event of Default if such action is taken or condition exists.

                  SECTION 9.16. SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS.

                  (a) All agreements, representations and warranties made herein
shall survive the execution and delivery of this Agreement, the making of the
Advances hereunder, and the issuance of the Letters of Credit.

                  (b) Notwithstanding anything in this Agreement or implied by
law to the contrary, the agreements of the Borrowers set forth in Sections
2.02(b), 2.12, 2.14, 9.04 and 9.13 and the agreements of Lenders set forth in
Sections 7.05 and 9.05 shall survive the payment of the Advances, the
cancellation or expiration of the Letters of Credit and the termination of this
Agreement.

                  SECTION 9.17. SEVERABILITY. In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

                  SECTION 9.18. HEADINGS. Section and subsection headings in
this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose or be given any
substantive effect.



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

                                            BW/IP INTERNATIONAL, INC.
                                            as a Borrower and Parent Guarantor


                                            By /s/ ZOHAR ZIV
                                               -------------------------------
                                               Title: Treasurer




                             Financial Institutions

                    Commitment

                   $26,000,000              CITICORP USA, INC.
                                            individually and as Agent


                                            By /s/ JOHN CLARK
                                               -------------------------------
                                               Title: Vice President and
                                                      Senior Credit Officer



                                       S-1
<PAGE>   130
                   $26,000,000              ABN AMRO BANK N.V.,
                                            individually and as Co-Agent


                                            By /s/ JOHN A. MILLER
                                               -------------------------------
                                               Title: Vice President


                                            By /s/ ELLEN M. COLEMAN
                                               -------------------------------
                                               Title: Assistant Vice President



                                       S-2
<PAGE>   131
                   $24,000,000              BANK OF AMERICA NATIONAL TRUST AND
                                            SAVINGS ASSOCIATION


                                            By /s/ GINA M. WEST
                                               -------------------------------
                                               Title: Vice President



                                       S-3
<PAGE>   132
                   $24,000,000              NATIONSBANK OF TEXAS, N.A.


                                            By /s/ JANET E. SOCKWELL
                                               -------------------------------
                                               Title: Vice President



                                       S-4
<PAGE>   133
                               Designated Issuers



                                            CITIBANK, N.A., as Designated
                                            Issuer for Citicorp USA, Inc.


                                            By /s/  MARJORIE FUTORNICK
                                               -------------------------------
                                               Title: Vice President



                                       S-5
<PAGE>   134
                          For Purposes of Section 2.18


                                            BANK OF AMERICA ILLINOIS (FORMERLY
                                            KNOWN AS CONTINENTAL BANK N.A.),
                                            not as a Lender but solely with 
                                            respect to Section 2.18(e)


                                            By /s/ GINA M. WEST
                                               -------------------------------
                                               Title: Vice President



                                       S-6