<PAGE>   1
                                                                  EXECUTION COPY
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                              AMENDED AND RESTATED
                        5-YEAR REVOLVING CREDIT AGREEMENT

                            dated as of June 27, 2001

                                      among

                               ARVINMERITOR, INC.,

                         MERITOR AUTOMOTIVE CANADA, INC.
                              ARVIN FINANCE IRELAND
                     MERITOR HEAVY VEHICLE SYSTEMS LIMITED,
                  as the initial Foreign Subsidiary Borrowers,

                     THE OTHER FOREIGN SUBSIDIARY BORROWERS
                        FROM TIME TO TIME PARTIES HERETO,

                  THE LENDERS FROM TIME TO TIME PARTIES HERETO,

                                  BANK ONE, NA
                              (Main Office Chicago)
                            as Administrative Agent,

                            THE CHASE MANHATTAN BANK
                              as Syndication Agent

                                       and

                               CITICORP USA, INC.
                                       and
                              BANK OF AMERICA, N.A.
                             as Documentation Agents

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

                         BANC ONE CAPITAL MARKETS, INC.

                                       and

                           JP MORGAN SECURITIES, INC.
                 as Joint Lead Arrangers and Joint Book Runners

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

                           SIDLEY AUSTIN BROWN & WOOD
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603
<PAGE>   2
                                TABLE OF CONTENTS




<TABLE>
<S>                                                                                 <C>
                                   ARTICLE I
                                  DEFINITIONS

1.1.  Defined Terms..............................................................    1

                                   ARTICLE II
                                  THE CREDITS

2.1.  Commitments................................................................   22
2.2.  Repayment of Revolving Credit Loans; Evidence of Debt......................   23
2.3.  Procedures for Revolving Credit Borrowing..................................   23
2.4.  Termination or Reduction of Revolving Credit Commitment....................   24
2.5.  Multicurrency Commitments..................................................   24
2.6.  Special Provisions for Non-Pro Rata Multicurrency Loans....................   26
2.7.  Swing Line Loans...........................................................   28
2.8.  Facility, Utilization and Agent Fees.......................................   30
2.9.  Optional and Mandatory Principal Payments on All Loans.....................   30
2.10.  Conversion and Continuation of Outstanding Advances.......................   32
2.11.  Interest Rates; Interest Payment Dates; Interest and Fee Basis............   32
2.12.  Changes in Interest Rate, etc.............................................   34
2.13.  Rates Applicable After Default............................................   34
2.14.  Pro Rata Payment, Method of Payment.......................................   34
2.15.  Telephonic Notices........................................................   35
2.16.  Notification of Advances, Interest Rates, Prepayments, Activation of
       Non-Pro Rata Multicurrency Loans and Commitment Reductions...............    35
2.17.  Lending Installations.....................................................   35
2.18.  Non-Receipt of Funds by the Administrative Agent..........................   36
2.19.  Facility Letters of Credit................................................   36
2.20.  Application of Payments with Respect to Defaulting Lenders................   41

                                  ARTICLE III
                         CHANGE IN CIRCUMSTANCES, TAXES

3.1.  Yield Protection...........................................................   41
3.2.  Changes in Capital Adequacy Regulations....................................   42
3.3.  Availability of Types of Advances..........................................   42
3.4.  Funding Indemnification....................................................   43
3.5.  Lender Statements; Survival of Indemnity...................................   43
3.6.  Taxes......................................................................   43
3.7.  Substitution of Lender.....................................................   45

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

4.1.  Initial Advances and Letters of Credit under the Original Credit Agreement.   46
4.2.  Each Advance...............................................................   48
4.3.  Effectiveness of this Agreement............................................   48
</TABLE>


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<TABLE>
<S>                                                                                 <C>
                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

5.1.  Corporate Existence and Standing...........................................   49
5.2.  Authorization and Validity.................................................   49
5.3.  No Conflict; Government Consent............................................   49
5.4.  Financial Statements.......................................................   50
5.5.  Material Adverse Change....................................................   50
5.6.  Taxes......................................................................   50
5.7.  Litigation and Contingent Obligations......................................   50
5.8.  Subsidiaries...............................................................   50
5.9.  ERISA......................................................................   51
5.10.  Accuracy of Information...................................................   51
5.11.  Regulation U..............................................................   51
5.12.  Material Agreements.......................................................   51
5.13.  Compliance With Laws......................................................   51
5.14.  Plan Assets; Prohibited Transactions......................................   51
5.15.  Environmental Matters.....................................................   51
5.16.  Investment Company Act....................................................   51
5.17.  Public Utility Holding Company Act........................................   52
5.18.  Foreign Subsidiary Borrowers..............................................   52

                                   ARTICLE VI
                                   COVENANTS

6.1.  Financial Reporting........................................................   52
6.2.  Use of Proceeds............................................................   53
6.3.  Notice of Default..........................................................   54
6.4.  Conduct of Business........................................................   54
6.5.  Taxes......................................................................   54
6.6.  Insurance..................................................................   54
6.7.  Compliance with Laws.......................................................   54
6.8.  Maintenance of Properties..................................................   54
6.9.  Inspection.................................................................   54
6.10.  Priority Indebtedness.....................................................   55
6.11.  Merger....................................................................   55
6.12.  Sale of Assets............................................................   55
6.13.  Conduct of Business; Investments and Acquisitions.........................   56
6.14.  Liens.....................................................................   56
6.15.  Transactions with Affiliates and Joint Ventures...........................   58
6.16.  Contingent Obligations....................................................   58
6.17.  Sale and Leaseback........................................................   58
6.18.  Subordinated Indebtedness; Restricted Payments............................   58
6.19.  Additional Guarantees.....................................................   58
6.20.  Debt Ratio................................................................   58
6.21.  Financial Contracts.......................................................   58
6.22.  Fixed Charge Coverage Ratio...............................................   58

                                  ARTICLE VII
                                    DEFAULTS

7.1.  Defaults...................................................................   59
</TABLE>


                                       ii
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<TABLE>
<S>                                                                                 <C>
                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1.  Acceleration...............................................................   60
8.2.  Amendments.................................................................   62
8.3.  Preservation of Rights.....................................................   63

                                   ARTICLE IX
                                    GUARANTY

9.1.  Guaranty...................................................................   63
9.2.  No Subrogation.............................................................   64
9.3.  Amendments, etc. with respect to the Obligations; Waiver of Rights.........   64
9.4.  Guarantee Absolute and Unconditional.......................................   64
9.5.  Reinstatement..............................................................   65
9.6.  Payments...................................................................   65

                                   ARTICLE X
                               GENERAL PROVISIONS

10.1.  Survival of Representations...............................................   65
10.2.  Governmental Regulation...................................................   65
10.3.  Taxes.....................................................................   66
10.4.  Headings..................................................................   66
10.5.  Entire Agreement..........................................................   66
10.6.  Several Obligations; Benefits of this Agreement...........................   66
10.7.  Expenses; Indemnification.................................................   66
10.8.  Numbers of Documents......................................................   67
10.9.  Accounting................................................................   67
10.10.  Severability of Provisions...............................................   67
10.11.  Nonliability of Lenders..................................................   67
10.12.  Confidentiality..........................................................   67
10.13.  Nonreliance..............................................................   68

                                   ARTICLE XI
                                   THE AGENTS

11.1.  Appointment; Nature of Relationship.......................................   68
11.2.  Powers....................................................................   69
11.3.  General Immunity..........................................................   69
11.4.  No Responsibility for Loans, Recitals, etc................................   69
11.5.  Action on Instructions of Lenders.........................................   69
11.6.  Employment of Agents and Counsel..........................................   70
11.7.  Reliance on Documents; Counsel............................................   70
11.8.  Agents' Reimbursement and Indemnification.................................   70
11.9.  Notice of Default.........................................................   70
11.10.  Rights as a Lender.......................................................   70
11.11.  Lender Credit Decision...................................................   70
11.12.  Successor Agents.........................................................   71
11.13.  No Duties Imposed Upon Syndication Agent, Documentation Agent or Arranger   71

                                  ARTICLE XII
              SETOFF; ADJUSTMENTS AMONG LENDERS; APPOINTED LENDERS

12.1.  Setoff....................................................................   71
12.2.  Ratable Payments..........................................................   72
12.3.  Application of Payments...................................................   72
</TABLE>


                                      iii
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<TABLE>
<S>                                                                                 <C>
12.4.  Loan Conversion/Participations............................................   73
12.5.  Appointed Lenders.........................................................   74

                                  ARTICLE XIII
               BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

13.1.  Successors and Assigns....................................................   75
13.2.  Participations............................................................   75
13.3.  Assignments...............................................................   76
13.4.  Dissemination of Information..............................................   77
13.5.  Tax Treatment.............................................................   77

                                  ARTICLE XIV
                                    NOTICES

14.1.  Notices...................................................................   77
14.2.  Change of Address.........................................................   77

                                   ARTICLE XV
                                  COUNTERPARTS

15.1.  Counterparts..............................................................   78

                                  ARTICLE XVI
CHOICE OF LAW, CONSENT TO JURISDICTION, WAIVER OF JURY TRIAL, JUDGMENT CURRENCY

16.1.  CHOICE OF LAW.............................................................   78
16.2.  WAIVER OF JURY TRIAL......................................................   78
16.3.  Submission To Jurisdiction; Waivers.......................................   78
16.4.  Acknowledgments...........................................................   79
16.5.  Power of Attorney.........................................................   79
16.6.  Judgment..................................................................   79
16.7.  No Novation...............................................................   80
</TABLE>



                                       iv
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Exhibits

<TABLE>
<S>           <C>    <C>
EXHIBIT A     --     Form of Promissory Note
EXHIBIT B     --     Pricing Schedule
EXHIBIT C     --     Form of Compliance Certificate
EXHIBIT D     --     Form of Company's Counsel's Opinion
EXHIBIT E     --     Form of Foreign Subsidiary Borrower's Counsel's Opinion
EXHIBIT F     --     Form of Written Money Transfer Instructions
EXHIBIT G     --     Form of Joinder Agreement
EXHIBIT H     --     Form of Assignment Agreement
EXHIBIT I     --     Original List of Closing Documents
EXHIBIT J     --     Appointment Agreement
</TABLE>

                                    SCHEDULES

<TABLE>
<S>           <C>    <C>
Schedule 1    --     Commitments
Schedule 2    --     Eurocurrency Base Rate
Schedule 3    --     Foreign Subsidiary Borrowers
Schedule 4    --     Permitted Subsidiary Public Indebtedness
Schedule 5    --     Litigation
Schedule 6    --     Subsidiaries
Schedule 7    --     ERISA
</TABLE>




                                       v
<PAGE>   7
         THIS AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT (this
"AGREEMENT"), dated as of June 27, 2001, is entered into among ARVINMERITOR,
INC., an Indiana corporation (the "Company"), the FOREIGN SUBSIDIARY BORROWERS
(as hereinafter defined) from time to time parties hereto (together with the
Company, the "Borrowers"), the lenders from time to time parties hereto (the
"Lenders"), BANK ONE, NA, having its principal office in Chicago, Illinois, as
administrative agent for the Lenders (the "ADMINISTRATIVE AGENT"), THE CHASE
MANHATTAN BANK, as syndication agent for the Lenders (the "SYNDICATION AGENT"),
and CITICORP USA, INC. and BANK OF AMERICA, N.A., as documentation agents for
the Lenders (the "DOCUMENTATION AGENTS"), to amend and restate the 5-Year
Revolving Credit Agreement dated as of June 28, 2000 among the Company, the
foreign subsidiary borrowers party thereto, the lenders party thereto, the
Administrative Agent, the Syndication Agent and the Documentation Agents (the
"ORIGINAL CREDIT AGREEMENT"), and, from and after the Closing Date, the Original
Credit Agreement is hereby amended and restated in its entirety.

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


                                   ARTICLE I
                                   DEFINITIONS

         1.1. Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

         "Activated Non-Pro Rata Multicurrency Commitment" means as to any
Multicurrency Lender, its Multicurrency Commitment to make Non-Pro Rata
Multicurrency Loans to the Borrowers for which such Multicurrency Lender is a
Designated Multicurrency Lender following the Activation Date with respect to
such Non-Pro Rata Multicurrency Loans under Section 2.6.1 hereof, as such amount
may be reduced from time to time as provided in Section 2.6, 13.3 and the other
applicable provisions hereof.

         "Activation Date" is defined in Section 2.6.1 hereof.

         "Activation Request" is defined in Section 2.6.1.

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.

         "Adjusted Aggregate Ratable Outstandings" means with respect to each
Lender, the Aggregate Ratable Outstandings of such Lender, plus the amount of
any participating interests purchased by such Lender pursuant to Section 12.4,
minus the amount of any participating interests sold by such Lender pursuant to
Section 12.4.

         "Administrative Agent" means Bank One in its capacity as administrative
agent for the Lenders pursuant to Article XI, and not in its individual capacity
as a Lender, and any successor Administrative
<PAGE>   8
Agent appointed pursuant to Article XI and, for purposes of any Multicurrency
Loan, any Person designated pursuant to Section 2.5.1(e) hereof.

         "Advance" means a Multicurrency Advance or a Revolving Credit Advance,
as the case may be.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. The term
"control" (including the correlative terms "controlled" and "controlling") means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting stock, by contract and otherwise; provided that under no
circumstance shall the Administrative Agent, the Syndication Agent or any of the
Lenders be deemed to be Affiliates of the Company or vice versa.

         "Agents" shall mean, collectively, the Administrative Agent, the
Syndication Agent and the Documentation Agents.

         "Aggregate Activated Non-Pro Rata Multicurrency Commitments" means the
aggregate amount of the Activated Non-Pro Rata Multicurrency Commitments of all
the Lenders, which shall not exceed an amount, the U.S. Dollar Equivalent of
which is Two Hundred Million Dollars ($200,000,000).

         "Aggregate Multicurrency Commitments" means the aggregate amount of the
Multicurrency Commitments of all the Lenders, which shall not exceed an amount,
the U.S. Dollar Equivalent of which is Five Hundred Million Dollars
($500,000,000), as such amount may be reduced by the Aggregate Activated Non-Pro
Rata Multicurrency Commitments pursuant to Section 2.4 or 2.6.

         "Aggregate Multicurrency Outstandings" means as at any date of
determination with respect to any Lender, the U.S. Dollar Equivalent of an
amount in the applicable Available Foreign Currencies and in U.S. Dollars equal
to the sum of the aggregate unpaid principal amount of such Lender's
Multicurrency Loans and Multicurrency Swing Line Loans on such date and the
amount of such Lender's Multicurrency Commitment Percentage of the funded
participations in or obligations to purchase participations in Multicurrency
Loans, the Multicurrency Swing Line Loans and of the Facility Letter of Credit
Obligations with respect to Multicurrency Facility Letters of Credit for all
Borrowers.

         "Aggregate Non-Pro Rata Multicurrency Outstandings" means as at any
date of determination with respect to any Lender, an amount in U.S. Dollars
equal to the sum of Aggregate Multicurrency Outstandings of such Lender with
respect to Non-Pro Rata Multicurrency Loans in favor of a particular Borrower in
a particular Available Foreign Currency on such date.

         "Aggregate Pro Rata Multicurrency Outstandings" means, as at any date
of determination with respect to any Lender, an amount in U.S. Dollars equal to
the sum of the Aggregate Multicurrency Outstandings of such Lender with respect
to Pro Rata Multicurrency Loans on such date.

         "Aggregate Ratable Outstandings" means as at any date of determination
with respect to any Lender, an amount in U.S. Dollars equal to the sum of (a)
the Aggregate Revolving Credit Outstandings of such Lender on such date and (b)
the Aggregate Pro Rata Multicurrency Outstandings of such Lender on such date.

         "Aggregate Revolving Credit Commitments" means the aggregate amount of
the Revolving Credit Commitments of all of the Lenders, which amount shall not
exceed Seven Hundred Fifty Million Dollars ($750,000,000), as such number may be
reduced by the Aggregate Activated Non-Pro Rata Multicurrency Commitments
pursuant to Section 2.6.



                                       2
<PAGE>   9
         "Aggregate Revolving Credit Outstandings" means as at any date of
determination with respect to any Lender, the sum of the aggregate unpaid
principal amount of such Lender's Revolving Credit Loans and U.S. Swing Line
Loans on such date and the amount of such Lender's Revolving Credit Commitment
Percentage of the funded participations in or obligations to purchase
participations in U.S. Swing Line Loans and the Facility Letter of Credit
Obligations with respect to U.S. Facility Letters of Credit.

         "Agreement" means this amended and restated credit agreement, as it may
be further amended, restated, supplemented or otherwise modified and in effect
from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect on June 1, 2001 in the United States; provided that, if
the Company notifies the Administrative Agent that the Company wishes to amend
any covenant contained in Article VI to eliminate the effect of any change in
generally accepted accounting principles on the calculation of such covenant (or
if the Administrative Agent notifies the Company that the Required Lenders wish
to amend Article VI for such purpose), then the Company's compliance with such
covenant shall be determined on the basis of generally accepted accounting
principles in effect on June 1, 2001 in the United States until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to the
Company and the Required Lenders.

         "Agreement Currency" is defined in Section 16.6.

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

         "Applicable Margin" means the amounts set forth in the Pricing Schedule
on Exhibit B hereto.

         "Appointed Lender" means, with respect to each Appointing Lender, each
Eligible Appointee designated by such Appointing Lender pursuant to Section
12.5.

         "Appointing Lender" means, with respect to each Appointed Lender, the
Lender that designated such Appointed Lender pursuant to Section 12.5.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Arvin" means Arvin Industries, Inc., an Indiana corporation.

         "Assignment" is defined in Section 13.3.1.

         "Authorized Officer" means any of the Chairman and Chief Executive
Officer, Vice Chairman and President, Senior Vice President and Chief Financial
Officer, Vice President and Treasurer and any Assistant Treasurer of the Company
or any person designated by any such Person in writing to the Administrative
Agent from time to time, acting singly.

         "Available Foreign Currencies" means British Pounds Sterling, Canadian
Dollars and euro and any other available and freely-convertible non-U.S. Dollar
currency selected by the Company and approved by the Administrative Agent and
the Syndication Agent.

         "Available Non-Pro Rata Multicurrency Commitment" means as at any date
of determination with respect to any Designated Multicurrency Lender for a
particular Borrower and an applicable Available Foreign Currency, the excess, if
any of (a) the amount of such Lender's Activated Non-Pro Rata


                                       3
<PAGE>   10
Multicurrency Commitment in effect on such date over (b) the Aggregate
Multicurrency Outstandings of such Multicurrency Lender in the applicable
Available Foreign Currency on such date.

         "Available Pro Rata Multicurrency Commitment" means at any date of
determination with respect to any Multicurrency Lender, the lesser of (a) the
excess, if any, of (i) the U.S. Dollar Equivalent of such Multicurrency Lender's
Multicurrency Commitment with respect to Pro Rata Multicurrency Loans in effect
on such date over (ii) the Aggregate Multicurrency Outstandings of such
Multicurrency Lender with respect to Pro Rata Multicurrency Loans on such date
and (b) the Available Revolving Credit Commitment of such Lender on such date.

         "Available Revolving Credit Commitment" means at any date of
determination with respect to any Lender, an amount in U.S. Dollars equal to the
excess, if any, of (a) the amount of such Lender's Revolving Credit Commitment
in effect on such date over (b) the Aggregate Ratable Outstandings of such
Lender on such date.

         "Bank Book" means the ArvinMeritor, Inc. $750,000,000 New Senior
Unsecured Credit Facility and $750,000,000 Amended Senior Unsecured Revolving
Credit Facility Confidential Information Memorandum dated May 2001.

         "Bank One" means Bank One, NA, having its principal place of business
in Chicago, Illinois, in its individual capacity, and its successors.

         "Borrowers" is defined in the preamble hereto.

         "Borrowing Date" means any Business Day specified in a notice pursuant
to Section 2.3, 2.5, 2.7 or 2.19 as a date on which a Borrower requests the
Lenders to make Loans hereunder or, with respect to the issuance of any Facility
Letter of Credit, the date an Issuer issues such Facility Letter of Credit.

         "Business Day" means (a) when such term is used in respect of a day on
which a Loan denominated in an Available Foreign Currency is to be made, a
payment is to be made in respect of such Loan, an Exchange Rate is to be set in
respect of such Available Foreign Currency or any other dealing in such
Available Foreign Currency is to be carried out pursuant to this Agreement, such
term shall mean a London Banking Day which is (i) in the case of an Available
Foreign Currency other than euro, also a day on which banks are open for general
banking business in the city which is the principal financial center of the
country of issuance of such Available Foreign Currency and (ii) in the case of
euro, a "Target Settlement Day" (as defined in Annex I to Schedule 2 hereof);
(b) when such term is used to describe a day on which a borrowing, payment or
interest rate determination is to be made in respect of a Eurodollar Loan, such
day shall be a London Banking Day; and (c) when such term is used in any context
in this Agreement (including as described in the foregoing clauses (a) and (b)),
such term shall mean a day which, in addition to complying with any applicable
requirements set forth in the foregoing clauses (a) and (b), is a day other than
a Saturday, Sunday or other day on which commercial banks in Chicago, Illinois
are authorized or required by law to close.

         "Calculation Period" is defined in Section 2.11(e).

         "Capital Expenditures" means, for any period, the aggregate of all
expenditures by the Company and its consolidated Subsidiaries during that period
that, in conformity with Agreement Accounting Principles, are required to be
included in or reflected by the property, plant, Equipment or similar fixed
asset accounts reflected in the consolidated balance sheet of the Company and
its Subsidiaries (which shall include, without limitation, Capital Leases). For
any calculation of Capital Expenditures for a four fiscal-


                                       4
<PAGE>   11
quarter period prior to September 30, 2001, Capital Expenditures for any fiscal
quarter prior to the Merger shall be calculated on a pro forma basis.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a limited liability
company, membership interests, (iv) in the case of a partnership, partnership
interests (whether general or limited) and (v) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person;
provided, however, that "Capital Stock" shall not include any debt securities
convertible into equity securities prior to such conversion.

         "Change in Control" means any event or series of events by which:

                  (i) any "person" or "group" (within the meaning of Sections
         13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the
         "beneficial owner" (as defined in Rule 13d-3 under the Securities
         Exchange Act of 1934, as amended), directly or indirectly, of thirty
         percent (30%) or more of the voting power of the then outstanding
         Capital Stock of the Company entitled to vote generally in the election
         of the directors of the Company;

                  (ii) during any period of twelve (12) consecutive calendar
         months, the board of directors of the Company shall cease to have as a
         majority of its members individuals who either: (a) were directors of
         the Company on the first day of such period, or (b) were elected or
         nominated for election to the board of directors of the Company at the
         recommendation of or other approval by at least a majority of the
         directors then still in office at the time of such election or
         nomination who were directors of the Company on the first day of such
         period, or whose election or nomination for election was so approved;
         or

                  (iii) the Company consolidates with or merges into another
         corporation or conveys, transfers or leases all or substantially all of
         its property to any person, or any corporation consolidates with or
         merges into the Company, in either event pursuant to a transaction in
         which the outstanding Capital Stock of the Company is reclassified or
         changed into or exchanged for cash, securities or other Property.

         "Chase" means The Chase Manhattan Bank, in its individual capacity, and
its successors.

         "Closing Date" means the date of this Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Collateral Shortfall Amount" is defined in Section 8.1.



                                       5
<PAGE>   12
         "Combined Commitment" means the sum of (1) the aggregate of the
Commitments hereunder (which, after the Commitments have been terminated, shall
be based on the aggregate Commitments immediately prior to such termination) and
(2) (a) prior to the "Conversion Date" (as defined in the 364-Day Credit
Agreement), the aggregate "Commitments" under and as defined in the 364-Day
Credit Agreement (which, after such "Commitments" have been terminated, other
than as a result of a conversion pursuant to Section 2.2.2 thereof, shall be
based on the aggregate of such "Commitments" immediately prior to such
termination) and (b) from and after the "Conversion Date" (as defined in the
364-Day Credit Agreement), the "Aggregate Outstandings" of all "Lenders" in each
case under and as defined in the 364-Day Credit Agreement.

         "Combined Utilized Amount" means the sum of (1) the Aggregate Ratable
Outstandings of all the Lenders plus the Aggregate Non-Pro Rata Multicurrency
Outstandings of all the Lenders hereunder excluding any amounts attributable to
outstanding Multicurrency Swing Line Loans or any Lender's funded participations
in or obligations to purchase participations in Multicurrency Swing Line Loans,
and (2) the "Aggregate Outstandings" of all the "Lenders" under and as defined
in the 364-Day Credit Agreement.

         "Commitment" means, for each Lender, such Lender's Revolving Credit
Commitment and Multicurrency Commitment, including any Activated Non-Pro Rata
Multicurrency Commitments, and "Commitments" means the aggregate of all the
Lenders' Commitments.

         "Committed Outstandings Percentage" means as of any date with respect
to any Lender, the percentage which the Adjusted Aggregate Ratable Outstandings
of such Lender constitutes of the Adjusted Aggregate Ratable Outstandings of all
Lenders.

         "Company" is defined in the preamble hereto.

         "Company Guaranty" means the guarantee contained in Article IX.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes
liable upon, the obligation or liability of any other Person, or agrees to
maintain the net worth or working capital or other financial condition of any
other Person, or otherwise assures any creditor of such other Person against
loss and shall include, without limitation, the contingent liability of such
first Person under any letter of credit for which such first Person is in any
way liable, but shall exclude any contingent liability with respect to trade
letters of credit used to finance inventory or equipment obtained in the
ordinary course of business.

         "Conversion/Continuation Notice" is defined in Section 2.10.1.

         "Conversion Event" means either (a) a Default under Article VII has
occurred and (i) for any Non-Pro Rata Multicurrency Loans, the applicable
Designated Multicurrency Lenders have requested that a Conversion Event shall
occur with respect to such Loans, (ii) for any Pro-Rata Multicurrency Loans, the
Administrative Agent has requested that a Conversion Event shall occur with
respect to such Loans, (iii) for any Multicurrency Swing Line Loans, the Swing
Line Bank has requested that a Conversion Event shall occur with respect to such
Loans or (iv) for any Multicurrency Facility Letter of Credit, the Issuer has
requested that a Conversion Event shall occur with respect to such Multicurrency
Facility Letters of Credit or the Reimbursement Obligations with respect
thereto, or (b) the Commitments shall have been terminated and/or the Loans
shall have been declared immediately due and payable pursuant to Section 8.1(b).



                                       6
<PAGE>   13
         "Conversion Sharing Percentage" means on any date with respect to any
Lender and any Loans of such Lender outstanding in any currency other than U.S.
Dollars, the percentage of such Loans such that, after giving effect to the
conversion of such Loans to U.S. Dollars and the purchase and sale by such
Lender of participating interests as contemplated by Section 12.4, the Committed
Outstandings Percentage of such Lender will equal such Lender's Revolving Credit
Commitment Percentage on such date (calculated immediately prior to giving
effect to any termination or expiration of the Revolving Credit Commitments on
the date of any Conversion Event).

         "Converted Loans" is defined in Section 12.4(a).

         "Debt Ratio" means, as of the last day of any fiscal quarter commencing
with the fiscal quarter ending June 30, 2001, the ratio of (a) Total Debt to (b)
EBITDA for the four consecutive fiscal quarters then ended on such date.

         "Deactivation Date" is defined in Section 2.6.4.

         "Default" means an event described in Article VII.

         "Defaulting Lender" means any Lender that (a) on any Borrowing Date
fails to make available to the Administrative Agent such Lender's Loans required
to be made to a Borrower on such Borrowing Date or (b) shall not have made a
payment to an Issuer pursuant to Section 2.19.5. Once a Lender becomes a
Defaulting Lender, such Lender shall continue as a Defaulting Lender until such
time as such Defaulting Lender makes available to the Administrative Agent, the
amount of such Defaulting Lender's Loans and/or to an Issuer, such payments
requested by an Issuer together with all other amounts required to be paid to
the Administrative Agent and/or the Issuers pursuant to this Agreement.

         "Designated Financial Officer" means, with respect to any Borrower, its
chief financial officer, treasurer, assistant treasurer or controller.

         "Designated Multicurrency Lender" means, with respect to any
Multicurrency Loan to any Borrower, a Multicurrency Lender that is designated by
the Company (having provided the Company with such documentation as the Company
reasonably requests to avoid withholding tax), and accepted by such Lender, as a
Multicurrency Lender with respect to such Borrower pursuant to Section 2.5.4 (it
being understood that for Pro Rata Multicurrency Loans, each Lender shall be a
Designated Multicurrency Lender).

         "Designated Office" has the meaning set forth in the definition of
Multicurrency Lender.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is ninety-one (91) days after the Facility Termination Date.

         "Documentation Agent" means each of Bank of America, N.A. and Citicorp
USA, Inc., in their respective capacities as documentation agents for the
Lenders pursuant to Article XI, and not in their individual capacities as
Lenders, and any successor Documentation Agent appointed pursuant to Article XI.

         "Dollars", "U.S. Dollars" and "$" means dollars in lawful currency of
the United States of America.



                                       7
<PAGE>   14
         "EBITDA" means for any period, the sum of (a) the consolidated net
income (or loss) of the Company and its Subsidiaries for such period determined
in conformity with Agreement Accounting Principles, plus (b) to the extent
deducted in determining net income, income taxes, depreciation and amortization
expense and Interest Expense minus (plus) (c) any extraordinary gains (losses)
in accordance with Agreement Accounting Principles plus (d) any special,
non-recurring, non-cash charges such as those arising out of the ongoing
restructuring or consolidation of the operations of the Company and its
Subsidiaries. For any calculation of EBITDA for a four fiscal-quarter period
prior to September 30, 2001, EBITDA for any fiscal quarter prior to the Merger
shall be calculated on a pro forma basis.

         "Eligible Appointee" means a special purpose corporation that (i) is
organized under the laws of the United States or any state thereof, (ii) is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or
the equivalent thereof by Moody's.

         "Environmental Laws" means, with respect to any Person, any and all
federal, state, local and foreign statutes, laws, judicial decisions,
regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions,
permits, concessions, grants, franchises, licenses, agreements and other
governmental restrictions relating to (a) the protection of the environment, (b)
the effect of the environment on human health, (c) emissions, discharges or
releases of pollutants, contaminants, hazardous substances or wastes into
surface water, ground water or land, or (d) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, hazardous substances or wastes or the clean-up or
other remediation thereof, in each case, applicable to such Person or its
Property.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "euro" means the Euro referred to in the Council Regulation E.C. No.
1103/97 dated 17 June 1997 passed by the Council of the European Union, or, if
different, the then lawful currency of the member states of the European Union
that participate in the third stage of the European Economic and Monetary Union.

         "Eurocurrency Advance" means a Multicurrency Advance which bears
interest at the Eurocurrency Rate.

         "Eurocurrency Base Rate" means, with respect to each Interest Period
pertaining to a Multicurrency Loan, the Eurocurrency Base Rate determined for
such Interest Period and the currency in which such Multicurrency Loan is
denominated in the manner set forth in Schedule 2, as such Schedule 2 is amended
or modified from time to time, in accordance with the provisions of Schedule 2.

         "Eurocurrency Loan" means a Multicurrency Loan which bears interest at
the Eurocurrency Rate.

         "Eurocurrency Rate" means with respect to a Multicurrency Advance for
the relevant Interest Period, the sum of (a) the quotient of (i) the
Eurocurrency Base Rate applicable to such Interest Period, divided by (ii) one
minus the Reserve Requirement (expressed as a decimal) applicable to such
Interest Period, plus (b) the Applicable Margin.

         "Eurodollar Advance" means a Revolving Credit Advance which bears
interest at a Eurodollar Rate.



                                       8
<PAGE>   15
         "Eurodollar Base Rate" means, the applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. Dollars appearing on
Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period, and having a maturity equal to such
Interest Period; provided that, (i) if Reuters Screen FRBD is not available to
the Administrative Agent for any reason, the applicable Eurodollar Rate for the
relevant Interest Period shall instead be the applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars as reported by
any other generally recognized financial information service as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
and having a maturity equal to such Interest Period, and (ii) if no such British
Bankers' Association Interest Settlement Rate is available to the Administrative
Agent, the applicable Eurodollar Rate for the relevant Interest Period shall
instead be the rate determined by the Administrative Agent to be the rate at
which Bank One or one of its Affiliate banks offers to place deposits in U.S.
Dollars with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, in the approximate amount of Bank One's relevant Eurodollar
Loan and having a maturity equal to such Interest Period.

         "Eurodollar Loan" means a Revolving Credit Loan which bears interest at
a Eurodollar Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Loan for the
relevant Interest Period, the sum of (a) the quotient of (i) the Eurodollar Base
Rate applicable to such Interest Period, divided by (ii) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(b) the Applicable Margin.

         "Exchange Rate" means with respect to any non-U.S. Dollar currency on
any date, the rate at which such currency may be exchanged into U.S. Dollars, as
set forth on such date on the relevant Reuters currency page at or about 11:00
a.m. Detroit time, on such date. In the event that such rate does not appear on
any Reuters currency page, the "Exchange Rate" with respect to such non-U.S.
Dollar currency shall be determined by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Company or, in the absence of such agreement, such
"Exchange Rate" shall instead be the Administrative Agent's spot rate of
exchange in the interbank market where its foreign currency exchange operations
in respect of such non-U.S. Dollar currency are then being conducted, at or
about 10:00 a.m. Detroit time, on such date for the purchase of U.S. Dollars
with such non-U.S. Dollar currency, for delivery two Business Days later;
provided, that if at the time of any such determination, no such spot rate can
reasonably be quoted, the Administrative Agent may use any reasonable method as
it deems applicable to determine such rate, and such determination shall be
conclusive absent manifest error.

         "Existing Pre-Merger Credit Agreements" means each of (a) that certain
Credit Agreement dated as of August 21, 1997 among Meritor, the foreign
Subsidiaries of Meritor parties thereto as borrowers, the lenders parties
thereto, Bank One, Michigan (formerly NBD Bank), as documentation agent, and
Morgan Guaranty Trust Company, as administrative agent, (b) that certain
Multicurrency Credit Agreement dated as of August 28, 1997 among Arvin, Arvin
Finance Ireland, the lenders parties thereto, Bank One (formerly The First
National Bank of Chicago) as administrative agent, and Bank of America, N.A.
(formerly Bank of America National Trust and Savings Association), as
syndication agent and (c) that certain Amended and Restated Credit Agreement
dated as of March 28, 2000 among Arvin, the lenders parties thereto, Bank One,
as syndication agent and Bank of America, N.A., as administrative agent, as each
of the foregoing agreements has been amended from time to time.

         "Facility Letter of Credit" means a Letter of Credit issued by an
Issuer pursuant to Section 2.19.



                                       9
<PAGE>   16
         "Facility Letter of Credit Obligations" means, as at the time of
determination thereof, all liabilities, whether actual or contingent, of a
Borrower with respect to the Facility Letters of Credit, including the sum of
(a) Reimbursement Obligations and, without duplication, (b) the aggregate
undrawn face amount of the outstanding Facility Letters of Credit.

         "Facility Termination Date" means the earliest to occur of (a) June 27,
2005 and (b) the date on which the Commitments are terminated pursuant to
Article VIII.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately 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 at approximately 10:00 a.m. (Detroit
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "Financial Contract" of a Person means (a) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (b) any Rate Hedging Agreement.

         "Fixed Charge Coverage Ratio" means, as of the last day of any fiscal
quarter commencing with the fiscal quarter ending June 30, 2001, the ratio of
(a) EBITDA for the four consecutive fiscal quarters then ended on such date
minus Capital Expenditures for such period to (b) Interest Expense for such
period.

         "Fixed Rate" means the Eurodollar Rate, the Eurocurrency Rate or any
other fixed rate of interest.

         "Fixed Rate Advance" means an Advance which bears interest at a Fixed
Rate.

         "Fixed Rate Loan" means a Loan which bears interest at a Fixed Rate.

         "Floating Rate" means, for any day, a rate per annum equal to the
Alternate Base Rate for such day, in each case changing when and as the
Alternate Base Rate changes.

         "Floating Rate Advance" means a Revolving Credit Advance which bears
interest at the Floating Rate.

         "Floating Rate Loan" means a Revolving Credit Loan which bears interest
at the Floating Rate.

         "Foreign Plan" means an employee pension benefit plan (as defined in
Section 3(2) of ERISA) which is (i) maintained or contributed to for the benefit
of employees of the Company or any Subsidiary, (ii) is not covered by ERISA
pursuant to Section 4(b)(4) thereof and (iii) under applicable local law, is
required to be funded through a trust or other funding vehicle.

         "Foreign Subsidiary Borrower" means each Subsidiary of the Company
organized under the laws of a jurisdiction outside the United States listed as a
Foreign Subsidiary Borrower in Schedule 3 as amended from time to time in
accordance with Section 8.2.2.

         "Foreign Subsidiary Opinion" means with respect to any Foreign
Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary
Borrower addressed to the Agents and the Lenders concluding that such Foreign
Subsidiary Borrower and the Loan Documents to which it is a party


                                       10
<PAGE>   17
substantially comply with the matters listed on the opinion request attached
hereto as Exhibit E, with such assumptions, qualifications and deviations
therefrom as the Administrative Agent and the Syndication Agent shall approve
(such approval not to be unreasonably withheld).

         "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.

         "Guarantor" means the Company.

         "Indebtedness" of a Person means, without duplication, such Person's
(a) obligations for borrowed money, (b) obligations representing the deferred
purchase price of Property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by Liens on property
now or hereafter owned or acquired by such Person, (d) obligations which are
evidenced by notes, acceptances, or other instruments (other than Financial
Contracts), to the extent of the amounts actually borrowed, due, payable or
drawn, as the case may be, (e) Capitalized Lease Obligations, (f) all
obligations in respect of standby Letters of Credit, whether drawn or undrawn,
contingent or otherwise, (g) Receivables Facility Attributed Indebtedness in
excess of $300,000,000 (it being understood, that notwithstanding the
characterization of Receivables Facility Attributed Indebtedness as on-balance
sheet Indebtedness or as an Off-Balance Sheet Liability, Receivables Facility
Attributed Indebtedness shall only constitute "Indebtedness" hereunder to the
extent that it exceeds $300,000,000), (h) with respect to Indebtedness of the
Company, the Company-obligated mandatorily redeemable preferred capital
securities and (i) Contingent Obligations with respect to any of the foregoing
to the extent (and only to the extent) that (1) such Contingent Obligation
relates to other Indebtedness that is not consolidated Indebtedness of the
Company and its Subsidiaries and (2) the other Indebtedness to which such
Contingent Obligation relates is outstanding and then only as to principal or
like amounts actually borrowed, due, payable or drawn, as the case may be.

         "Interest Expense" means, with respect to any period, the aggregate of
all interest expense reported by the Company and its Subsidiaries in accordance
with Agreement Accounting Principles during such period, net of any interest
income received by the Company and its Subsidiaries during such period from
Investments, but excluding, to the extent constituting interest expense,
Receivables Facility Financing Costs for such period. As used in this
definition, the term "interest" shall include, without limitation, all interest,
fees and costs payable with respect to the obligations under this Agreement
(other than fees and costs which may be capitalized as transaction costs in
accordance with Agreement Accounting Principles) and the interest portion of
Capitalized Lease payments during such period, all as determined in accordance
with Agreement Accounting Principles. For any calculation of Interest Expense
for a four fiscal-quarter period prior to September 30, 2001, Interest Expense
for any fiscal quarter prior to the Merger shall be calculated on a pro forma
basis.

         "Interest Period" means with respect to any Eurodollar Loan or
Multicurrency Loan:

                  (a)      initially, the period commencing on the borrowing or
         conversion date, as the case may be, with respect to such Eurodollar
         Loan or Multicurrency Loan and ending one, two, three, or six months
         thereafter, as selected by the relevant Borrower in its notice of
         borrowing or notice of conversion, as the case may be, given with
         respect thereto; and

                  (b)      thereafter, each period commencing on the last day of
         the next preceding Interest Period applicable to such Eurodollar Loan
         or Multicurrency Loan and ending one, two, three or six months
         thereafter, as selected by the relevant Borrower by irrevocable notice
         to the


                                       11
<PAGE>   18
         Administrative Agent not less than three Business Days prior to the
         last day of the then current Interest Period with respect thereto;

provided that, all of the foregoing provisions relating to Interest Periods are
subject to the following:

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

                           (ii)     any Interest Period applicable to a
                  Eurodollar Loan or Multicurrency Loan that would otherwise
                  extend beyond the Facility Termination Date shall end on the
                  Facility Termination Date; and

                           (iii)    any Interest Period pertaining to a
                  Eurodollar Loan or Multicurrency Loan that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of a calendar month.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade and loans to employees in the ordinary course of business) or contribution
of capital by such Person; stocks, bonds, mutual funds, partnership interests,
notes, debentures or other securities owned by such Person; and any deposit
accounts and certificate of deposits owned by such Person.

         "Issuer" means (i) Bank One and (ii) any Lender (other than Bank One)
reasonably acceptable to the Administrative Agent, and (iii) any Lending
Installation or Affiliate of Bank One or such Lender as may be agreed upon, in
each case in Bank One's or such Lender's, Lending Installation's or Affiliate's
separate capacity as an issuer for any Facility Letter of Credit pursuant to
Section 2.19.1 hereof; provided, however, that notwithstanding the foregoing,
the Issuer of any Multicurrency Facility Letter of Credit requested by a
Borrower in an Available Foreign Currency shall be a Designated Multicurrency
Lender for the requesting Borrower in the applicable Available Foreign Currency.

         "Joinder Agreement" means the Joinder Agreement to be entered into by
each Foreign Subsidiary Borrower subsequent to the date hereof pursuant to
Section 8.2.2, substantially in the form of Exhibit G hereto.

         "Joint Book Runners" means JP Morgan Securities, Inc. and Banc One
Capital Markets, Inc. in their capacities as joint lead arrangers and joint book
runners.

         "Joint Venture" means an association of economically independent
business entities (the "Venturers") for a common commercial purpose of defined
scope and duration, by contract or through equity interests in a business
entity, and by means of which the Venturers pool resources and share risks,
rewards and control.

         "Judgment Currency" is defined in Section 16.6.



                                       12
<PAGE>   19
         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and, to the extent permitted
by Section 13.3, assigns.

         "Lending Installation" means, with respect to a Lender or an Agent, any
office, branch, subsidiary or affiliate of such Lender or Agent.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "Letter of Credit Collateral Account" is defined in Section 2.19.7.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "Loan" means, with respect to a Lender, such Lender's Revolving Credit
Loans and Multicurrency Loans and, in the case of the Swing Line Bank, any Swing
Line Loans.

         "Loan Documents" means this Agreement and the other documents and
agreements contemplated hereby and executed by any Borrower in favor of the
Administrative Agent or any Lender (excluding any Financial Contracts between a
Borrower and the Administrative Agent or any Lender).

         "Loans to be Converted" is defined in Section 12.4.

         "London Banking Day" means any day on which banks in London are open
for general banking business, including dealings in foreign currency and
exchange.

         "Margin Stock" means margin stock as defined in Regulations U.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property or financial condition of the Company and its Subsidiaries
taken as a whole (ii) the ability of the Borrowers to pay the Obligations under
the Loan Documents, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agents or the Lenders thereunder.

         "Material Foreign Plan" means (i) any Foreign Plan the fair market
value of the assets of which, as of the date of the last valuation, exceed
$10,000,000 or (ii) any Foreign Plan where the difference between the present
value of the accrued benefits under such Foreign Plan and the fair market value
of the assets of which exceeds $10,000,000.

         "Material Liabilities" is defined in Section 7.1.5.

         "Merger" means (a) the merger of Meritor with and into Newco
consummated on July 7, 2000, immediately followed by (b) the merger of Arvin
with and into Newco, in each case, pursuant to the terms and conditions of the
Merger Agreement.

         "Merger Agreement" means that certain Agreement and Plan of
Reorganization, dated as of April 6, 2000, among Arvin, Meritor and Newco, as
amended prior to the Original Closing Date.

         "Meritor" means Meritor Automotive, Inc., a Delaware corporation.



                                       13
<PAGE>   20
         "Moody's Bond Rating" means for any day, the rating of the Company's
senior long-term unsecured debt by (i) Moody's Investors Service, Inc.
("MOODY'S") in effect at 11:00 A.M., Detroit time, on such day or (ii) if
Moody's shall cease to publish such a rating in respect of the Company, either
of Duff & Phelps Credit Rating Co. or Fitch, Inc. as determined by the Company.

         "Multicurrency Advance" means a borrowing hereunder (or continuation or
a conversion thereof) consisting of the several Multicurrency Loans made on the
same Borrowing Date (or date of conversion or continuation) by the Lenders to a
Borrower of the same Type and for the same Interest Period.

         "Multicurrency Commitment" means, as to any Multicurrency Lender at any
time, its obligation to make Multicurrency Loans to the Borrowers for which such
Multicurrency Lender is a Designated Multicurrency Lender in an aggregate amount
in Dollars or in Available Foreign Currencies as designated on Schedule 1 (or
otherwise established pursuant to Section 13.3) of which the U.S. Dollar
Equivalent does not exceed at any time outstanding the amount set forth opposite
such Multicurrency Lender's name in Schedule 1 under the heading "Multicurrency
Commitment" or as otherwise established pursuant to Section 13.3, as such amount
may be reduced from time to time as provided in Sections 2.5.3, 2.6, 13.3 and
the other applicable provisions hereof.

         "Multicurrency Commitment Percentage" means as to any Designated
Multicurrency Lender and any Multicurrency Loan or Multicurrency Facility Letter
of Credit to any Borrower at any time, the percentage which such Designated
Multicurrency Lender's Multicurrency Commitment with respect to such Borrower
then constitutes of the aggregate Multicurrency Commitments of all Designated
Multicurrency Lenders with respect to such Borrower (or, if the Multicurrency
Commitments have terminated or expired, the percentage which (a) the Aggregate
Multicurrency Outstandings of such Designated Multicurrency Lender with respect
to such Borrower at such time constitutes of (b) the Aggregate Multicurrency
Outstandings of all Designated Multicurrency Lenders with respect to such
Borrower at such time).

         "Multicurrency Facility Letter of Credit" means any Facility Letter of
Credit for the account of the Company in any Available Foreign Currency or a
Foreign Subsidiary Borrower in Dollars or in any Available Foreign Currency.

         "Multicurrency Lender" means each Lender having an amount greater than
zero set forth opposite such Lender's name on Schedule 1 hereto under the
heading "Multicurrency Commitment"; provided, however, that upon written request
of the Company (given by notice to the Administrative Agent), each Multicurrency
Lender which has agreed to be a Designated Multicurrency Lender with respect to
any Borrower shall promptly cause a subsidiary, branch or affiliate of such
Multicurrency Lender legally authorized to make Multicurrency Loans to such
Borrower (a "Designated Office") to become a party to this Agreement as a
Multicurrency Lender with respect to such Foreign Subsidiary Borrower, in each
case if and to the extent required under applicable law to assure that
Non-Excluded Taxes are not required to be withheld or paid by such Borrower in
respect of Multicurrency Loans made to such Borrower and shall furnish to such
Borrower such forms, certifications, opinions and statements as may be
reasonably requested by such Borrower (and any material expense of such
Multicurrency Lender in connection with such forms, certifications, opinions and
statements shall be paid by such Borrower) to confirm that such Designated
Office is entitled to receive payments from such Borrower under this Agreement
without deduction or withholding of any Non-Excluded Taxes. The identification
of a Designated Office shall be effected by delivering a letter to the
Administrative Agent, the applicable Foreign Subsidiary Borrower and the Company
signed by such Multicurrency Lender and such Designated Office and referring to
this Agreement and naming such Designated Office and listing the address and
contact information for such Designated Office and the applicable Foreign
Subsidiary Borrower, whereupon such Designated Office shall, on behalf of such
Multicurrency Lender, fulfill such Multicurrency Lender's obligations and enjoy
such


                                       14
<PAGE>   21
Multicurrency Lender's rights, as a Multicurrency Lender with respect to
Multicurrency Loans and Multicurrency Letters of Credit to such Foreign
Subsidiary Borrower, and the term "Multicurrency Lender" shall, when the context
requires, be deemed to refer to and include such Designated Office; provided,
further, however, that such designation shall not relieve any Multicurrency
Lender of its obligations under this Agreement, and in the event of any failure
by the Designated Office to make Multicurrency Loans to such Borrower (or to
issue or honor drawings on Multicurrency Facility Letters of Credit) in
accordance with the terms of this Agreement, such Multicurrency Lender shall
make, or shall cause another Designated Office of such Multicurrency Lender to
make, Multicurrency Loans to such Borrower (or to issue or honor drawings on
Multicurrency Facility Letters of Credit) in accordance with its Multicurrency
Commitment hereunder, in either case, only if and to the extent it can legally
and reasonably do so, pursuant to arrangements which enable payments in respect
of such Multicurrency Loans to be made without deduction or withholding of any
Non-Excluded Taxes and provided that doing so shall not impose on any such
Multicurrency Lender any additional costs or legal or regulatory burdens deemed
by such Multicurrency Lender in its reasonable judgment to be material.

         "Multicurrency Loans" means, with respect to a Multicurrency Lender,
such Lender's loan made pursuant to Section 2.5, including any Non-Pro Rata
Multicurrency Loans made pursuant to Sections 2.5 and 2.6. Unless specifically
stated otherwise herein, the provisions of this Agreement applicable to
Multicurrency Loans shall apply equally to Pro Rata Multicurrency Loans and
Non-Pro Rata Multicurrency Loans.

         "Multicurrency Swing Line Loan" means any Swing Line Loan made
available to the Company in an Available Foreign Currency or to a Foreign
Subsidiary Borrower in Dollars or an Available Foreign Currency.

         "Net Worth" means the consolidated shareholder's equity of the Company
and its Subsidiaries, including minority interests, calculated in accordance
with Agreement Accounting Principles; provided, that for purposes of this
definition Net Worth shall not be increased or decreased as a result of any
change in the Company's net worth accounts pursuant to Statement of Financial
Accounting Standards No. 52 and/or 133, promulgated by the Financial Accounting
Standards Board of the Financial Accounting Foundation.

         "Newco" means Mu Sub, Inc., an Indiana corporation and a Wholly-Owned
Subsidiary of Meritor, and the predecessor in interest to the Company.

         "Non-Excluded Taxes" is defined in Section 3.6.1.

         "Non-Multicurrency Lender" means each Lender which is not a
Multicurrency Lender.

         "Non-Pro Rata Multicurrency Loans" means Multicurrency Loans that are
not Pro Rata Multicurrency Loans which shall include, without limitation, Loans
made in an Available Foreign Currency or in U.S. Dollars to a Foreign Subsidiary
Borrower organized under the laws of Canada or the United Kingdom (whether in
such currencies or on a eurocurrency basis, as appropriate), or such other
Non-Pro Rata Multicurrency Loans as may arise following the addition of a new
Foreign Subsidiary Borrower hereunder.

         "Notice of Assignment" is defined in Section 13.3.1.

         "Obligations" means collectively, the unpaid principal of and interest
on the Loans and all other obligations and liabilities of the Company and each
Foreign Subsidiary Borrower under the Original Credit Agreement, this Agreement
and the other Loan Documents owing to the Agents, any Lender, the Swing


                                       15
<PAGE>   22
Line Bank, any Issuer, the Joint Book Runners, any Affiliate of the foregoing or
any indemnitee hereunder (including, without limitation, the Facility Letter of
Credit Obligations and interest accruing at the then applicable rate provided in
this Agreement or any other applicable Loan Document after the maturity of the
Loans and interest accruing at the then applicable rate provided in this
Agreement or any other applicable Loan Document after the filing of any petition
in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Company or any Foreign Subsidiary Borrower, as the
case may be, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding), whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise
under, out of, or in connection with, this Agreement, the other Loan Documents
or any other document made, delivered or given in connection therewith, in each
case whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Agents or to the Lenders that are
required to be paid by any Borrower pursuant to the terms of this Agreement or
any other Loan Document).

         "Off-Balance Sheet Liabilities" of a Person means, without duplication,
(a) any Receivables Facility Attributed Indebtedness and repurchase obligation
or liability of such Person or any of its Subsidiaries with respect to
Receivables or notes receivable sold by such Person or any of its Subsidiaries
to the extent such Receivables Facility Attributed Indebtedness, obligation or
liability does not appear on the consolidated balance sheet of such Person and
its Subsidiaries (calculated to include the unrecovered investment of purchasers
or transferees of Receivables or notes receivable or any other obligation of the
Company or such transferor to purchasers/transferees of interests in Receivables
or notes receivables or the agent for such purchasers/transferees), (b) any
liability under any sale and leaseback transactions which do not create a
liability on the consolidated balance sheet of such Person, (c) any liability
under any financing lease or so-called "synthetic" lease transaction, or (d) any
obligations arising with respect to any other transaction which is the
functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheets of such Person and its
Subsidiaries.

         "Original Closing Date" means June 28, 2000.

         "Original Credit Agreement" is defined in the Preamble hereto.

         "Original Effective Date" means the date on which the conditions
precedent set forth in Sections 4.1 and 4.2 of the Original Credit Agreement
were satisfied.

         "Originators" means the Company and/or any of its Subsidiaries in their
respective capacities as parties to any Receivables Purchase Documents, as
sellers or transferors of any Receivables and Related Security in connection
with a Permitted Receivables Transfer.

         "Participants" is defined in Section 13.2.1.

         "Payment Date" means the last Business Day of each March, June,
September and December occurring after the date hereof, commencing June 30,
2001.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Permitted Receivables Transfer" means (i) a sale or other transfer by
an Originator to a SPV of Receivables and Related Security for fair market value
and without recourse (except for limited recourse typical of such structured
finance transactions), and/or (ii) a sale or other transfer by a SPV to (a)
purchasers of or other investors in such Receivables and Related Security or (b)
any other Person (including a SPV) in a transaction in which purchasers or other
investors purchase or are otherwise transferred such Receivables


                                       16
<PAGE>   23
and Related Security, in each case pursuant to and in accordance with the terms
of the Receivables Purchase Documents.

         "Permitted Related Party Transactions" means (a) Permitted Receivables
Transfers (b) transactions between one or more Wholly-Owned Subsidiaries of the
Company; (c) transactions between the Company and one or more Wholly-Owned
Subsidiaries of the Company; and (d) transactions between (i) any
non-Wholly-Owned Subsidiary of the Company, any Affiliate of the Company (other
than Wholly-Owned Subsidiaries) or any Joint Venture in which the Company or any
of its Subsidiaries is a Venturer, on the one hand and (ii) the Company or any
Wholly-Owned Subsidiary of the Company, on the other hand, where the net benefit
derived from such transaction is derived by the Company or such Wholly-Owned
Subsidiary as the transferee in such transaction.

         "Permitted Strategic Transactions" means one or more transactions: (a)
entered into between (i) the Company or one of its Wholly-Owned Subsidiaries, on
the one hand and (ii) any non-Wholly-Owned Subsidiary, Affiliate (other than
Wholly-Owned Subsidiaries) or Joint Venture, on the other hand, (b) where the
principal factor for the Company or the Wholly-Owned Subsidiary entering into
such a transaction is to provide for a more tax-efficient structure or to
accomplish strategic objectives and (c) where such transaction or transactions
are not materially adverse to the interests of the Lenders in their capacities
as Lenders under this Agreement.

         "Person" means any natural person, corporation, firm, joint venture,
limited liability company, partnership, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means a defined benefit pension plan under ERISA with respect to
which the Company or any Subsidiary could be held liable by the PBGC for the
Unfunded Liabilities upon termination.

         "Prime Rate" means the rate of interest announced from time to time by
Bank One or its parent (which is not necessarily the lowest rate charged to any
customer) changing when and as said rate changes.

         "Priority Indebtedness" means, collectively, and without duplication,
(a) any and all Indebtedness of any Subsidiary of the Company, (b) any and all
Indebtedness of the Company and its Subsidiaries that is secured by any Lien,
and (c) Receivables Facility Attributed Indebtedness in excess of $300,000,000;
provided, that, (x) there shall be excluded from the calculation of Priority
Indebtedness (i) Indebtedness of the Foreign Subsidiary Borrowers under this
Agreement (ii) Indebtedness of any Subsidiary of the Company owing to any of the
Borrowers and (iii) intercompany Indebtedness owing from a Subsidiary of the
Company to another Subsidiary of the Company disclosed from time to time to the
Agents to the extent that such intercompany Indebtedness is evidenced by one or
more promissory notes which shall contain terms subordinating such Indebtedness
to the Obligations in a manner satisfactory to the Agents, and (y) for purposes
of clarification, each reference to "Indebtedness" in this definition shall
include both intercompany and third-party Indebtedness.

          "Projections" is defined in Section 5.4.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Multicurrency Loans" means Multicurrency Loans for which each
Lender shall constitute a Designated Multicurrency Lender hereunder which shall
include, without limitation, Loans made in any Available Foreign Currency in
favor of the Company, or in any Available Foreign Currency or U.S. Dollars


                                       17
<PAGE>   24
in favor of any Foreign Subsidiary Borrower organized under the laws of the
Republic of Ireland (whether in such currencies or on a eurocurrency basis, as
appropriate), or such other Pro Rata Multicurrency Loans as may arise following
the addition of a new Foreign Subsidiary Borrower hereunder.

         "Purchasers" is defined in Section 13.3.1.

         "Rate Hedging Agreement" means an agreement, device or arrangement
providing for payments which are related to fluctuations of interest rates,
exchange rates or forward rates, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants.

         "Receivable(s)" means and includes all of the Company's and its
Subsidiaries' presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of the Company and its
Subsidiaries to payment for goods sold or leased or for services rendered
(except those evidenced by instruments or chattel paper), whether or not they
have been earned by performance, and all rights in any merchandise or goods
which any of the same may represent, and all rights, title, security and
guaranties with respect to each of the foregoing, including, without limitation,
any right of stoppage in transit.

         "Receivables and Related Security" means the Receivables and the
related security and collections with respect thereto which are sold or
transferred by any Originator or SPV in connection with any Permitted
Receivables Transfer.

         "Receivables Facility Attributed Indebtedness" means the amount of
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase, whether
such obligations constitute on-balance sheet Indebtedness or an Off-Balance
Sheet Liability, but only to the extent such obligations are nonrecourse to the
Company and its Subsidiaries; it being understood that any such obligations that
are not nonrecourse to the Company and its Subsidiaries shall be treated as
Indebtedness for all purposes hereunder.

         "Receivables Facility Financing Costs" means (i) the interest expense
payable by the Company and its consolidated Subsidiaries in accordance with
Agreement Accounting Principles on any Receivables Facility Attributed
Indebtedness constituting on-balance sheet Indebtedness or (ii) the discount or
implied interest component of Receivables Facility Attributed Indebtedness
retained by purchasers of Receivables and Related Security pursuant to a
Receivables Purchase Facility.

         "Receivables Purchase Documents" means any series of receivables
purchase or sale agreements generally consistent with terms contained in
comparable structured finance transactions pursuant to which an Originator or
Originators sell or transfer to SPVs all of their respective right, title and
interest in and to certain Receivables and Related Security for further sale or
transfer to other purchasers of or investors in such assets (and the other
documents, instruments and agreements executed in connection therewith), as any
such agreements may be amended, restated, supplemented or otherwise modified
from time to time, or any replacement or substitution therefor.

         "Receivables Purchase Facility" means the securitization facility made
available to the Company, pursuant to which the Receivables and Related Security
of the Originators are transferred to one or more SPVs, and thereafter to
certain investors, pursuant to the terms and conditions of the Receivables
Purchase Documents.



                                       18
<PAGE>   25
         "Register" is defined in Section 13.3.3.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Reimbursement Obligations" means, at any time, the aggregate of the
obligations of the Borrowers to the Lenders and the Issuers in respect of all
unreimbursed payments or disbursements made by the Issuers and the Lenders under
or in respect of the Facility Letters of Credit.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event; provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "Required Lenders" means (a) at any time prior to the termination of
the Revolving Credit Commitments, Lenders the Revolving Credit Commitment
Percentages of which aggregate greater than fifty percent (50%); and (b) at any
time after the termination of the Revolving Credit Commitments, Lenders whose
Aggregate Ratable Outstandings aggregate greater than fifty percent (50%) of the
Aggregate Ratable Outstandings of all Lenders; provided that for purposes of
this definition the Aggregate Ratable Outstandings of each Lender shall be
adjusted up or down so as to give effect to any participations purchased or sold
pursuant to Section 12.4.

         "Requirement of Law" means as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority (including Regulations T,
U and X), in each case applicable to or binding upon such Person or any of its
Property or to which such Person or any of its Property is subject.

         "Reserve Requirement" means, with respect to an Interest Period for
Eurodollar Loans, Eurocurrency Loans or other Multicurrency Loans, to the extent
applicable, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) under any regulations of the Board of
Governors of the Federal Reserve System or other Governmental Authority having
jurisdiction


                                       19
<PAGE>   26
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D) maintained by a member bank of such System.

         "Restricted Payment" means (i) any dividend or other distribution,
direct or indirect, on account of any equity interests of the Company now or
hereafter outstanding, except a dividend payable solely in the Company's Capital
Stock (other than Disqualified Stock) or in options, warrants or other rights to
purchase such Capital Stock, (ii) any redemption, retirement, purchase or other
acquisition for value, direct or indirect, of any equity interests of the
Company or any of its Subsidiaries now or hereafter outstanding, other than in
exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Company) of other equity interests of the
Company (other than Disqualified Stock), (iii) any redemption, purchase,
retirement, defeasance, prepayment or other acquisition for value, direct or
indirect, of any Indebtedness subordinated to the Obligations, and (iv) any
payment of a claim for the rescission of the purchase or sale of, or for
material damages arising from the purchase or sale of, any Indebtedness (other
than the Obligations) or any equity interests of the Company, or any of its
Subsidiaries, or of a claim for reimbursement, indemnification or contribution
arising out of or related to any such claim for damages or rescission.

         "Revolving Credit Advance" means a borrowing hereunder (or continuation
or conversion thereof) consisting of the several Revolving Credit Loans made on
the same Borrowing Date (or date of conversion or continuation) by the Lenders
to the Company of the same Type and, in the case of Fixed Rate Advances, for the
same Interest Period.

         "Revolving Credit Commitment" means, as to any Lender at any time, its
obligation to make Revolving Credit Loans to the Company in an aggregate amount
not to exceed at any time outstanding the U.S. Dollar amount set forth opposite
such Lender's name in Schedule 1 under the heading "Revolving Credit Commitment"
or as otherwise established pursuant to Section 13.3, as such amount may be
reduced from time to time pursuant to Section 2.4, 2.6.1, 13.3 and the other
applicable provisions hereof.

         "Revolving Credit Commitment Percentage" means as to any Lender at any
time, the percentage which such Lender's Revolving Credit Commitment then
constitutes of the Aggregate Revolving Credit Commitments of all Lenders (or, if
the Revolving Credit Commitments have terminated or expired, the percentage
which (a) the Aggregate Revolving Credit Outstandings of such Lender at such
time then constitutes of (b) the Aggregate Revolving Credit Outstandings of all
Lenders at such time).

         "Revolving Credit Loans" means, with respect to a Lender, such Lender's
loan made available to the Company pursuant to Section 2.1.

         "Rules" is defined in Section 3.1.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "S&P Bond Rating" means for any day, the rating of the Company's senior
long term unsecured debt by (a) Standard & Poor's Rating Group ("S&P") in effect
at 11:00 A.M., Detroit time, on such day or (b) if S&P shall cease to publish
such a rating in respect of the Company, either Duff & Phelps Credit Rating Co.
or Fitch, Inc. as determined by the Company.

         "SPV" means any special purpose entity established for the purpose of
purchasing receivables in connection with a receivables securitization
transaction permitted under the terms of this Agreement.



                                       20
<PAGE>   27
         "Subsidiary" of a Person means (a) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(b) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Company.

         "Substantial Portion" means, with respect to the Property of the
Company and its Subsidiaries, Property which exceeds any of the following
thresholds: (a) such Property represents more than 25% of the consolidated
assets of the Company and its Subsidiaries as would be shown in the consolidated
financial statements of the Company and its Subsidiaries as at the beginning of
the twelve-month period ending with the month in which such determination is
made, or (b) such Property is responsible for more than 25% of the consolidated
net sales of the Company and its Subsidiaries as reflected in the financial
statements referred to in clause (a) above, or (c) such Property accounts for
more than 25% of the consolidated net income of the Company and its Subsidiaries
as reflected in the financial statements referred to in clause (a) above (it
being understood that only clause (a) above shall apply in determining whether
Property constituting headquarters or other non-manufacturing facilities of the
Company and its Subsidiaries that has been leased, sold or otherwise disposed of
or, alternatively, transferred and subsequently leased back pursuant to a sale
and leaseback transaction, constitutes a Substantial Portion).

         "Swing Line Bank" means Bank One pursuant to the terms of Section 2.7
hereof; provided, however, if with respect to any Swing Line Loans requested by
a Borrower in an Available Foreign Currency with respect to which Bank One is
not a Designated Multicurrency Lender, the "Swing Line Bank" shall be a
Designated Multicurrency Lender for the requesting Borrower in the applicable
Available Foreign Currency reasonably acceptable to Bank One, who agrees to
serve as the "Swing Line Bank" with respect to Swing Line Loans made in such
Available Foreign Currency on terms and conditions acceptable to Bank One.

         "Swing Line Commitment" means the commitment of the Swing Line Bank, in
its discretion, to make Swing Line Loans up to a maximum principal amount equal
to the U.S. Dollar Equivalent of $112,500,000 at any one time outstanding.
"Swing Line Loan" means a Loan made available to any Borrower by the Swing Line
Bank pursuant to Section 2.7 hereof and shall include all U.S. Swing Line Loans
and Multicurrency Swing Line Loans.

         "Syndication Agent" means Chase in its capacity as syndication agent
for the Lenders pursuant to Article XI, and not in its individual capacity as a
Lender, and any successor Syndication Agent appointed pursuant to Article XI.

         "364-Day Credit Agreement" means that certain 364-Day Credit Agreement
of even date herewith among the Company, the lenders from time to time parties
thereto, Bank One, NA, having its principal office in Chicago, Illinois, as
Administrative Agent, The Chase Manhattan Bank, as Syndication Agent, and Bank
of America, N.A., Deutsche Bank AG New York Branch and Citicorp USA, Inc., as
Documentation Agents, as the same may be further amended, restated, supplemented
or otherwise modified and as in effect from time to time.



                                       21
<PAGE>   28
         "Total Debt" means, as of the end of any fiscal quarter of the Company,
all Indebtedness of the Company and its Subsidiaries as at such date, but
excluding Indebtedness consisting of the Company-obligated mandatorily
redeemable preferred capital securities, determined on a consolidated basis.

         "Transferee" is defined in Section 13.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance, Fixed Rate Advance, Eurocurrency Advance or Eurodollar Advance.

         "Unfunded Liabilities" means with regard to any Plan, the excess of the
current value of the Plan's benefits guaranteed under ERISA over the current
value of the Plan's assets allocable to such benefits.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "U.S. Dollar Equivalent" means with respect to an amount denominated in
any currency other than U.S. Dollars, the equivalent in U.S. Dollars of such
amount determined at the Exchange Rate on the date of determination of such
equivalent. In making any determination of the U.S. Dollar Equivalent for
purposes of calculating the amount of Loans to be borrowed from the respective
Lenders on any Borrowing Date, the Administrative Agent shall use the relevant
Exchange Rate in effect on the date on which the interest rate for such Loans is
determined pursuant to the provisions of this Agreement and the other Loan
Documents.

         "U.S. Facility Letter of Credit" means any Letter of Credit for the
account of the Company in U.S. Dollars.

         "U.S. Swing Line Loan" means any Swing Line Loan made available to the
Company in U.S. Dollars.

         "Venturer" has the meaning given that term in the definition of Joint
Venture above.

         "Wholly-Owned Subsidiary" of a Person means (a) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (b) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.


                                   ARTICLE II
                                   THE CREDITS

         2.1. Commitments. From and including the date of this Agreement and
prior to the Facility Termination Date, each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to make Revolving Credit Loans
to the Company from time to time so long as after giving effect thereto and to
any concurrent repayment of Loans (i) the Available Revolving Credit Commitment
of each Lender is greater than or equal to zero and (ii) the Aggregate Ratable
Outstandings of all Lenders do not exceed the Aggregate Revolving Credit
Commitments. Subject to the terms of this Agreement, the


                                       22
<PAGE>   29
Company may borrow, repay and reborrow Revolving Credit Loans at any time prior
to the Facility Termination Date. The Revolving Credit Loans may be Floating
Rate Loans or Eurodollar Loans, or a combination thereof selected in accordance
with Section 2.3 and 2.10. The Commitments to lend hereunder shall expire on the
Facility Termination Date.

         2.2. Repayment of Revolving Credit Loans; Evidence of Debt.

         2.2.1.   The Company hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender in U.S. Dollars the then
unpaid principal amount of each Revolving Credit Loan of such Lender on the
Facility Termination Date and on such other dates and in such other amounts as
may be required from time to time pursuant to this Agreement. The Company hereby
further agrees to pay to the Administrative Agent for the account of each Lender
interest in U.S. Dollars on the unpaid principal amount of the Revolving Credit
Loans from time to time outstanding until payment thereof in full at the rates
per annum, and on the dates, set forth in Section 2.11.

         2.2.2.   Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing Indebtedness of the Company to such
Lender resulting from each Revolving Credit Loan of such Lender from time to
time, including the amounts of principal and interest payable thereon and paid
to such Lender from time to time under this Agreement.

         2.2.3.   The Administrative Agent shall maintain an account in its
books and records, with a subaccount for each Lender, in which shall be recorded
(a) the amount of each Revolving Credit Loan made hereunder, the Type thereof
and each Interest Period applicable thereto, (b) the amount of any principal or
interest due and payable or to become due and payable from the Company to each
Lender hereunder in respect of the Revolving Credit Loans and (c) both the
amount of any sum received by the Administrative Agent hereunder from the
Company in respect of the Revolving Credit Loans and each Lender's share
thereof.

         2.2.4.   The books and records of the Administrative Agent and of each
Lender maintained pursuant to Sections 2.2.2 and 2.2.3 shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Company therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain any such
books and records or any error therein, shall not in any manner affect the
obligation of the Company to repay (with applicable interest) the Revolving
Credit Loans made to the Company by such Lender in accordance with the terms of
this Agreement.

         2.2.5.   Any Lender may request that the Loans made by it each be
evidenced by a promissory note in substantially the form of Exhibit A to
evidence such Lender's Revolving Credit Loans. In such event, the Company shall
prepare, execute and deliver to such Lender a promissory note for such Revolving
Credit Loans payable to the order of such Lender. Thereafter, the Revolving
Credit Loans evidenced by such promissory note and interest thereon shall at all
times (including, if requested, after assignment pursuant to Section 13.3) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein.

         2.3. Procedures for Revolving Credit Borrowing. The Company may borrow
under the Revolving Credit Commitments from time to time prior to the Facility
Termination Date on any Business Day, provided that the Company shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 11:00 a.m., Detroit time) (a) three Business Days
prior to the requested Borrowing Date, if all or any part of the requested
Revolving Credit Loans are to be initially Eurodollar Loans, or (b) on the
requested Borrowing Date, otherwise, specifying in each case


                                       23
<PAGE>   30
(i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether
the borrowing is to be of Eurodollar Loans, Floating Rate Loans or a combination
thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar
Loans, the amount of such Type of Loan and the length of the initial Interest
Periods therefor. Each borrowing under the Revolving Credit Commitments shall be
in an amount equal to (A) in the case of Floating Rate Loans, $5,000,000 or a
whole multiple of $5,000,000 in excess thereof (or, if the then aggregate
Available Revolving Credit Commitments of all the Lenders are less than
$5,000,000, such lesser amount) and (B) in the case of Eurodollar Loans,
$10,000,000 or a whole multiple of $5,000,000 in excess thereof. Upon receipt of
any such notice from the Company, the Administrative Agent shall promptly notify
each Lender thereof. Not later than 12:00 noon, Detroit time, on each requested
Borrowing Date each Lender shall make an amount equal to its Revolving Credit
Commitment Percentage of the principal amount of the Revolving Credit Loans
requested to be made on such Borrowing Date available to the Administrative
Agent at its Detroit office specified in Section 14.1 or such other office
notified by the Administrative Agent to the Lenders in U.S. Dollars and in
immediately available funds. The Administrative Agent shall on such date credit
the account of the Company on the books of such office with the aggregate of the
amounts made available to the Administrative Agent by the Lenders and in like
funds as received by the Administrative Agent.

         2.4. Termination or Reduction of Revolving Credit Commitment. The
Company may permanently reduce the Aggregate Revolving Credit Commitments, in
whole or in part, ratably among the Lenders in integral multiples of
$10,000,000, upon at least three Business Days' written notice to the
Administrative Agent, which notice shall specify the amount of any such
reduction, provided, however, that the Aggregate Revolving Credit Commitments
may not be reduced below the aggregate principal amount of the outstanding
Revolving Credit Loans, Multicurrency Loans, Swing Line Loans and Facility
Letters of Credit and the reduction of any Lender's Revolving Credit Commitment
shall also reduce such Lender's Multicurrency Commitment with respect to Pro
Rata Multicurrency Loans by a proportionate amount. In addition, all accrued
facility fees shall be payable on the effective date of any termination of the
Revolving Credit Commitments.

         2.5. Multicurrency Commitments. Subject to the terms and conditions
hereof, each Designated Multicurrency Lender with respect to any Borrower
severally agrees to make revolving credit loans (each a "MULTICURRENCY LOAN") to
the Company in any Available Foreign Currency or to any Foreign Subsidiary
Borrower in any Available Foreign Currency or in U.S. Dollars, as the case may
be, from time to time prior to the Facility Termination Date so long as after
giving effect thereto and any concurrent repayment or prepayment of Loans (a)
the Available Pro Rata Multicurrency Commitment and the Available Non-Pro Rata
Multicurrency Commitment, as applicable, of each Multicurrency Lender is greater
than or equal to zero, (b) the Aggregate Multicurrency Outstandings of all
Lenders does not exceed an amount of which the U.S. Dollar Equivalent (as at the
date of such Multicurrency Loan) equals the Aggregate Multicurrency Commitments,
(c) the Aggregate Multicurrency Outstandings of all the Lenders solely with
respect to all Non-Pro Rata Multicurrency Loans does not exceed an amount of
which the U.S. Dollar Equivalent (as at the date of such Non-Pro Rata
Multicurrency Loan) equals the Aggregate Activated Non-Pro Rata Multicurrency
Commitments, and (d) the Aggregate Ratable Outstandings of all Lenders do not
exceed the Aggregate Revolving Credit Commitments. Prior to the Facility
Termination Date, any Borrower may use the Multicurrency Commitments by
borrowing, repaying the Multicurrency Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.

         2.5.1.   Repayment of Multicurrency Loans; Evidence of Debt. (a) Each
Borrower hereby unconditionally promises to pay to the Administrative Agent (at
a funding or payment office as may be specified by the Administrative Agent, in
consultation with the Company) for the account of each applicable Designated
Multicurrency Lender (or, at the option of the Administrative Agent, in


                                       24
<PAGE>   31
consultation with the Company, with respect to any Non-Pro Rata Multicurrency
Loans, directly to each relevant Designated Multicurrency Lender with prior
notice to such Designated Multicurrency Lender), in the applicable Available
Foreign Currency or U.S. Dollars, as the case may be, for such Multicurrency
Loan, the then unpaid principal amount of each Multicurrency Loan of such
Designated Multicurrency Lender to such Borrower on the Facility Termination
Date and on such other date(s) and in such other amounts as may be required from
time to time pursuant to this Agreement. Each Borrower hereby further agrees to
pay interest for the account of the applicable Designated Multicurrency Lenders
in the applicable Available Foreign Currency or U.S. Dollars, as the case may
be, on the unpaid principal amount of the Multicurrency Loans advanced to it and
from time to time outstanding until payment thereof in full at the rates per
annum, and on the dates, set forth in Section 2.11.

         (b)      Each Multicurrency Lender shall maintain in accordance with
its usual practice an account or accounts evidencing indebtedness of each
Borrower to such Multicurrency Lender resulting from each Multicurrency Loan of
such Multicurrency Lender from time to time, including the amounts of principal
and interest payable thereon and paid to such Multicurrency Lender from time to
time under this Agreement.

         (c)      The Administrative Agent shall maintain an account in its
books and records, with a subaccount therein for each Multicurrency Lender, in
which shall be recorded (i) the amount of each Multicurrency Loan made
hereunder, (ii) the amount of any principal or interest due and payable or to
become due and payable from each Borrower to each Multicurrency Lender hereunder
in respect of the Multicurrency Loans and (iii) both the amount of any sum
received by the Administrative Agent hereunder from each Borrower in respect of
the Multicurrency Loans and each Multicurrency Lender's share thereof.

         (d)      The entries made on the Administrative Agent's books and
records and the accounts of each Multicurrency Lender maintained pursuant to
this Section 2.5.1 shall, to the extent permitted by applicable law, be prima
facie evidence of the existence and amounts of the obligations of each Borrower
therein recorded; provided, however, that the failure of any Multicurrency
Lender or the Administrative Agent to maintain any such account, or any error
therein, shall not in any manner affect the obligation of such Borrower to repay
(with applicable interest) the Multicurrency Loans made to such Borrower by such
Multicurrency Lender in accordance with the terms of this Agreement.

         (e)      The Administrative Agent agrees, in consultation with the
Company and to the extent it may lawfully do so, to designate a subsidiary,
branch or affiliate of the Administrative Agent to act as the administrative
agent in connection with any Multicurrency Loan (including as a funding or
payment office), to the extent required under applicable law to assure that
Non-Excluded Taxes are not required to be withheld or paid by any Borrower in
respect of Multicurrency Loans made to such Borrower and shall furnish to the
Company such forms, certifications, opinions and statements as may be reasonably
requested by the Company (and any material expense of the Administrative Agent
in connection with such forms, certifications, opinions and statements shall be
paid by the Company) to confirm that such subsidiary, branch or affiliate is
entitled to fund Multicurrency Loans and receive payments in respect of
Multicurrency Loans, for itself and on behalf of any Designated Multicurrency
Lender, without deduction or withholding of any Non-Excluded Taxes. Any such
subsidiary, branch or affiliate designated pursuant to this section shall for
all such purposes be deemed to be the Administrative Agent as such term is used
in this Agreement.

         2.5.2.   Procedure for Pro Rata and Activated Non-Pro Rata
Multicurrency Borrowings. Any Borrower may request the applicable Designated
Multicurrency Lenders to make Pro Rata Multicurrency Loans and Non-Pro Rata
Multicurrency Loans for which the applicable Multicurrency Commitments have been
activated pursuant to Section 2.6.1 at any time prior to the Facility
Termination Date on any


                                       25
<PAGE>   32
Business Day in accordance with the terms of this Agreement; provided that such
Borrower shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 11:00 a.m. Detroit time,
five Business Days prior to the requested Borrowing Date) specifying in each
case (i) the amount and currency to be borrowed, (ii) the requested Borrowing
Date and (iii) the length of the initial Interest Period therefor. Each
borrowing under the Multicurrency Commitments shall be in an amount in U.S.
Dollars equal to, or an amount in an Available Foreign Currency of which the
U.S. Dollar Equivalent is equal to, at least $5,000,000 (or, if the then
aggregate Available Pro Rata Multicurrency Commitment or the Available Non-Pro
Rata Multicurrency Commitment, as applicable, of all the applicable Designated
Multicurrency Lenders are less than $5,000,000, such lesser amount). Upon
receipt of any such notice from any Borrower, the Administrative Agent shall
promptly notify each Designated Multicurrency Lender with respect to such
Borrower. Not later than 2:00 p.m., London time, on the requested Borrowing
Date, each such Designated Multicurrency Lender shall make an amount equal to
its Multicurrency Commitment Percentage of the principal amount of Multicurrency
Loans requested to be made on such Borrowing Date available to the
Administrative Agent at the Administrative Agent's funding office for such
Borrower specified by the Administrative Agent from time to time by notice to
such Designated Multicurrency Lenders and in immediately available or other same
day funds customarily used for settlement in such Available Foreign Currency.
The amounts made available by each such Designated Multicurrency Lender will
then be made available to the relevant Borrower at the funding office for such
Borrower and in like funds as received by the Administrative Agent.

         2.5.3.   Termination or Reduction of Pro Rata Multicurrency
Commitments. The Company shall have the right, upon not less than three Business
Days' written notice to the Administrative Agent, to terminate the Multicurrency
Commitments with respect to Pro Rata Multicurrency Loans or, from time to time,
to reduce the amount of such Multicurrency Commitments; provided that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any prepayments of the Loans made on the effective date thereof, the
Available Pro Rata Multicurrency Commitment of any Multicurrency Lender would be
less than zero. Any such reduction shall be in an amount equal to the U.S.
Dollar Equivalent of at least $5,000,000, and shall reduce permanently the
Multicurrency Commitments then in effect.

         2.5.4.   Designated Multicurrency Lenders. With respect to the Pro Rata
Multicurrency Loans made hereunder, each Lender shall be deemed to be a
Designated Multicurrency Lender upon becoming a party hereto. With respect to
the Non-Pro Rata Multicurrency Loans made hereunder, each Multicurrency Lender
designated by the Company in writing to the Administrative Agent as a Designated
Multicurrency Lender with respect to any Borrower shall be deemed a Designated
Multicurrency Lender with respect to such Borrower when such designation by the
Company is accepted in writing to the Administrative Agent by such proposed
Designated Multicurrency Lender in its discretion. Subject to Section 2.6.4,
such designation for any Designated Multicurrency Lender with respect to Non-Pro
Rata Multicurrency Loans may be revoked at any time by mutual agreement between
such Designated Multicurrency Lender and the Company.

         2.6. Special Provisions for Non-Pro Rata Multicurrency Loans.

         2.6.1.   Activation of Multicurrency Commitments for Non-Pro Rata
Multicurrency Loans. On the date (the "ACTIVATION DATE") that is ten Business
Days following the Administrative Agent's receipt of (i) irrevocable notice (an
"ACTIVATION REQUEST") from any Borrower, indicating that it intends to activate
Multicurrency Commitments with respect to which Non-Pro Rata Multicurrency Loans
for which Commitments are not currently activated hereunder and setting forth
(x) the applicable Available Foreign Currency, (y) the U.S. Dollar Equivalent of
the aggregate Multicurrency Commitments to be


                                       26
<PAGE>   33
activated (which equivalent amount shall be at least $10,000,000) and (z) the
applicable Designated Multicurrency Lenders and their respective Multicurrency
Commitments allocated to such Non-Pro Rata Multicurrency Loans, and (ii) if such
Borrower is a new Foreign Subsidiary Borrower, each item required pursuant to
Section 8.2.2 hereof, the Multicurrency Commitments of all Designated
Multicurrency Lenders with respect to such Borrower in such currency shall
become activated in such amounts. Immediately upon delivery of the Activation
Request set forth in clause (i) above, the Administrative Agent shall adjust the
Commitments hereunder (and the percentages or other related concepts affected
thereby) in the manner set forth below to reflect such activation:

                  (i) the Activated Non-Pro Rata Multicurrency Commitment of
         each Designated Multicurrency Lender for the applicable Borrower and
         Available Foreign Currency shall be increased to the appropriate
         amount, the U.S. Dollar Equivalent of which shall be reflected on
         Schedule 1 hereto;

                  (ii) the Revolving Credit Commitment of such Lender shall be
         reduced by an amount, the U.S. Dollar Equivalent of which is the amount
         of such Lender's Activated Non-Pro Rata Multicurrency Commitment with
         respect to such Borrower in the applicable Available Foreign Currency;

                  (iii) the Aggregate Multicurrency Commitments shall be reduced
         by an amount, the U.S. Dollar Equivalent of which is the aggregate of
         the Activated Non-Pro Rata Multicurrency Commitments for each
         Designated Multicurrency Lender with respect to such Non-Pro Rata
         Multicurrency Loans; and

                  (iv) the Aggregate Revolving Credit Commitments shall be
         reduced by an amount, the U.S. Dollar Equivalent of which is the
         aggregate of the Activated Non-Pro Rata Multicurrency Commitments for
         each Designated Multicurrency Lender with respect to such Non-Pro Rata
         Multicurrency Loans.

Each Advance made hereunder following delivery of such Activation Request shall
be made having given effect to the foregoing adjustments.

         2.6.2.   Purchase and Sale of Outstanding Loans to Effect Commitment
Adjustments. (a) Outstanding Floating Rate Loans. Immediately upon the delivery
of an Activation Request, to the extent not prohibited by a Requirement of Law
or otherwise pursuant to the terms hereof, each Lender severally,
unconditionally and irrevocably agrees that it shall sell and assign or purchase
and assume in U.S. Dollars an undivided percentage interest in and to all
Floating Rate Loans then outstanding in an amount in order to give effect to its
new Revolving Loan Commitment Percentage of the outstanding principal amount of
such Floating Rate Loans, as determined pursuant to Section 2.6.1 above. Each
Lender purchasing an interest pursuant to this Section will immediately transfer
to the Administrative Agent in immediately available funds, the amounts of its
purchased interest, and the proceeds of such interest shall be distributed by
the Administrative Agent to each Lender from which an interest is being
purchased in the amount(s) provided for in the preceding sentence. All such
Loans shall bear interest at the rate which would otherwise be applicable to
Floating Rate Loans.

         (b)      Outstanding Fixed Rate Loans. Immediately upon the delivery of
an Activation Request, to the extent not prohibited by a Requirement of Law or
otherwise pursuant to the terms hereof, each Lender severally, unconditionally
and irrevocably agrees that it shall sell and assign or purchase and assume in
U.S. Dollars an undivided percentage interest in all Fixed Rate Loans then
outstanding in an amount in order to give effect to its new Revolving Loan
Commitment Percentage or Multicurrency Percentage, as applicable,


                                       27
<PAGE>   34
of the outstanding principal amount of such Fixed Rate Loans, as determined
pursuant to Section 2.6.1 above. Notwithstanding the sale and assignment or
purchase and assumption of such interest upon the delivery of an Activation
Request, each Lender purchasing an interest pursuant to this Section will
immediately transfer to the Administrative Agent in immediately available funds,
the amounts of its purchased interest, and the proceeds of such interest shall
be distributed by the Administrative Agent to each Lender from which an interest
is being purchased in the amount(s) provided for in the preceding sentence on
the last day of the then current Interest Period for any such Fixed Rate Loans.
All such Loans shall bear interest at the rate which would otherwise be
applicable to Fixed Rate Loans.

         2.6.3.   Procedure for Borrowing Activated Non-Pro Rata Multicurrency
Loans. Any Borrower may request the applicable Designated Multicurrency Lenders
to make Non-Pro Rata Multicurrency Loans at any time prior to the earlier of the
Facility Termination Date and the Deactivation Date for such Loans on any
Business Day in accordance with the terms of Section 2.5.2 and as otherwise set
forth in this Agreement; provided, that no Advances shall be made with respect
to the initial borrowings of any activated Non-Pro Rata Multicurrency Loans
until the later of (i) the relevant Activation Date and (ii) the date that is
five Business Days following the Administrative Agent's receipt of a borrowing
notice delivered in compliance with Section 2.5.2.

         2.6.4.   Deactivation or Reduction of Activated Non-Pro Rata
Multicurrency Loan Commitments. Any Borrower shall have the right, on the date
(the "DEACTIVATION DATE") that is five Business Days after the Administrative
Agent's receipt of written notice of such Borrower's intent to terminate the
Activated Non-Pro Rata Multicurrency Commitments or, from time to time, to
reduce the amount of such Non-Pro Rata Multicurrency Commitments outstanding in
favor of such Borrower in an applicable Available Foreign Currency; provided
that no such termination or reduction shall be permitted if, after giving effect
thereto and to any prepayments of the Loans made on the effective date thereof,
the Available Non-Pro Rata Multicurrency Commitment of any applicable Designated
Multicurrency Lender for such Non-Pro Rata Multicurrency Loans would be less
than zero. Any such reduction shall be in a minimum amount, the U.S. Dollar
Equivalent of which is at least $5,000,000 and shall reduce permanently the
Activated Non-Pro Rata Multicurrency Commitments then in effect for such Non-Pro
Rata Multicurrency Loans. Immediately upon any such termination or reduction of
the Activated Non-Pro Rata Multicurrency Commitments, the Administrative Agent
shall adjust the Commitments of the Lenders in the reverse manner of that
described in Section 2.6.1 above and the Lenders shall purchase and sell
undivided percentage interests in and to the Loans in the reverse manner of that
describe in Section 2.6.2.

         2.7. Swing Line Loans. Subject to the terms and conditions hereof, the
Swing Line Bank may, in its discretion, make swing line loans to any Borrower
from time to time, in an amount not to exceed the Swing Line Commitment (each a
"SWING LINE LOAN") in any Available Foreign Currency or U.S. Dollars, as the
case may be, to such Borrower from time to time prior to the Facility
Termination Date so long as after giving effect thereto and any concurrent
repayment or prepayment of Loans, (a) the aggregate outstanding principal amount
of the Swing Line Loans does not exceed an amount of which the U.S. Dollar
Equivalent is the Swing Line Commitment, (b) the sum of (i) the outstanding
principal amount of the Swing Line Loans, plus (ii) the Aggregate Ratable
Outstandings of the Swing Line Bank does not exceed the Swing Line Bank's
Revolving Credit Commitment at such time, (c) the Aggregate Multicurrency
Outstandings of all Lenders does not exceed an amount of which the U.S. Dollar
Equivalent (as at the date of such Multicurrency Loan) equals the Aggregate
Multicurrency Commitments, (d) the Aggregate Multicurrency Outstandings of all
Lenders solely with respect to all Non-Pro Rata Multicurrency Loans does not
exceed an amount of which the U.S. Dollar Equivalent (as at the date of such
Non-Pro Rata Multicurrency Loan) equals the Aggregate Activated Non-Pro Rata
Multicurrency Commitments, (e) the sum of (i) the outstanding principal amount
of the Multicurrency


                                       28
<PAGE>   35
Swing Line Loans in a particular Available Foreign Currency plus the outstanding
principal amount of all other outstanding Multicurrency Loans in such currency
does not exceed the aggregate Multicurrency Commitments of all Designated
Multicurrency Lenders with respect to such Borrower and such currency, and (f)
the Aggregate Ratable Outstandings of all Lenders do not exceed the Aggregate
Revolving Credit Commitments; provided, however, that no Multicurrency Swing
Line Loans shall be made hereunder unless sufficient Multicurrency Commitments
in the applicable Available Foreign Currency for the applicable Borrower have
been activated in accordance with Section 2.6.1. Prior to the Facility
Termination Date, any Borrower may use the Swing Line Loans by borrowing,
repaying the Swing Line Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof.

         2.7.1.   Procedure for Swing Line Borrowings. The Company may request
the Swing Line Bank to make U.S. Swing Line Loans and any Borrower may request
the Swing Line Bank to make Multicurrency Swing Line Loans at any time prior to
the Facility Termination Date on any Business Day in accordance with the terms
of this Agreement; provided that such Borrower shall give the Administrative
Agent and the Swing Line Bank irrevocable notice (which notice must be received
by the Administrative Agent prior to 11:00 a.m., Detroit time, on the requested
Borrowing Date, or such other time as may be agreed upon with respect to
Multicurrency Swing Line Loans) specifying in each case (i) the applicable
Borrowing Date (which date shall be a Business Day and which may be the same
date as the date the notice is given) and (ii) the aggregate amount and currency
of the requested Swing Line Loan. Each borrowing under the Swing Line Commitment
shall be in an amount in U.S. Dollars equal to, or an amount in an Available
Foreign Currency of which the U.S. Dollar Equivalent is equal to, at least
$1,000,000 (or, if the then aggregate Available Revolving Credit Commitments of
all the Lenders, Available Pro Rata Multicurrency Commitment of all the Lenders
or the Available Non-Pro Rata Multicurrency Commitment of the applicable
Designated Multicurrency Lenders, as applicable, are less than the U.S. Dollar
Equivalent of $1,000,000, such lesser amount). All U.S. Swing Line Loans shall
be Floating Rate Loans or such other rate as may be agreed to between the
Company and the Swing Line Bank. All Multicurrency Swing Line Loans shall bear
interest at such other rate as shall be agreed to between the applicable
Borrower and the Swing Line Bank at the time of the making of such Swing Line
Loans.

         2.7.2.   Repayment of Swing Line Loans. Each Swing Line Loan shall be
paid in full by the applicable Borrower on or before the tenth Business Day
after the Borrowing Date for such Swing Line Loan. The applicable Borrower may
at any time pay, without penalty or premium, all outstanding Swing Line Loans
or, in a minimum amount equal to the U.S. Dollar Equivalent of $1,000,000, any
portion of the outstanding Swing Line Loans, upon notice to the Administrative
Agent and the Swing Line Bank. In addition, the Administrative Agent (i) may at
any time in its sole discretion with respect to any outstanding Swing Line Loan,
or (ii) shall, in the event the applicable Borrower shall not have otherwise
repaid such Loan, on the tenth Business Day after the Borrowing Date of any
Swing Line Loan, (x) if the applicable Swing Line Loan is a U.S. Swing Line
Loan, require each Lender (including the Swing Line Bank) to make a Revolving
Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment
Percentage of such Swing Line Loan, and (y) if the applicable Swing Line Loan is
a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender
(including the Swing Line Bank) with respect to such Borrower for the applicable
Available Foreign Currency to make a Multicurrency Loan in such Designated
Multicurrency Lender's Multicurrency Commitment Percentage of such Swing Line
Loan, for the purpose of repaying such Swing Line Loan. The making of such Loans
by the Lenders shall discharge the applicable Borrower's obligation under the
first sentence of this Section 2.7.2 and such failure to pay shall not
constitute a Default by such Borrower. Promptly following receipt of notice
pursuant to this Section 2.7.2 from the Administrative Agent, each Lender shall
make available its required Loan or Loans, in funds immediately available in
Detroit to the Administrative Agent at the address specified in Section 14.1 or
at such other address notified by the


                                       29
<PAGE>   36
Administrative Agent to the Lenders. Loans made to the Company in U.S. Dollars
pursuant to this Section 2.7.2 shall initially be Floating Rate Loans and
thereafter may be continued as Floating Rate Loans or converted into Eurodollar
Loans in the manner provided in Section 2.10 and subject to the other conditions
and limitations therein set forth and set forth in this Article II. Loans made
to any Borrower in currencies other than U.S. Dollars pursuant to this Section
2.7.2 shall be made, converted or continued as may be reasonably determined by
the Company from the options made available by the Swing Line Bank. Unless a
Lender shall have notified the Swing Line Bank, prior to its making any Swing
Line Loan, that any applicable condition precedent set forth in Article IV had
not then been satisfied, such Lender's obligation to make Loans pursuant to this
Section 2.7.2 to repay Swing Line Loans shall be unconditional, continuing,
irrevocable and absolute and shall not be affected by any circumstances,
including, without limitation, (a) any setoff, counterclaim, recoupment, defense
or other right which such Lender may have against the Administrative Agent, the
Swing Line Bank or any other Person, (b) the occurrence or continuance of a
Default or Unmatured Default, (c) any adverse change in the financial condition
of any Borrower or (d) any other circumstances, happening or event whatsoever.
In the event that any Lender fails to make payment to the Administrative Agent
of any amount due under this Section 2.7.2, the Administrative Agent shall be
entitled to receive, retain and apply against such obligation the principal and
interest otherwise payable to such Lender hereunder until the Administrative
Agent receives such payment from such Lender or such obligation is otherwise
fully satisfied. In addition to the foregoing, if any Revolving Credit Loan or
Multicurrency Loan cannot for any reason be made on the date required above or
if for any other reason any Lender fails to make payment to the Administrative
Agent of any amount due under this Section 2.7.2, such Lender shall be deemed,
at the option of the Administrative Agent, to have unconditionally and
irrevocably purchased from the Swing Line Bank, without recourse or warranty, an
undivided interest and participation in the applicable Swing Line Loan in the
U.S. Dollar Equivalent of such Revolving Credit Loan or Multicurrency Loan, as
applicable, and such interest and participation may be recovered from such
Lender together with interest thereon at the Federal Funds Effective Rate for
each day during the period commencing on the date of demand and ending on the
date such amount is received in accordance with Section 2.18. Without limiting
the foregoing, immediately upon any Conversion Event, the provisions of Section
12.4 shall apply to any Multicurrency Swing Line Loans. On the Facility
Termination Date, the Borrowers shall repay in full the outstanding principal
balance of the Swing Line Loans.

         2.8. Facility, Utilization and Agent Fees. (a) The Company agrees to
pay to the Administrative Agent for the account of each Lender a facility fee at
the rate per annum set forth in the Pricing Schedule on Exhibit B attached
hereto, on the amount of such Lender's Revolving Credit Commitment, whether used
or unused, from and including the Original Effective Date to but excluding the
Facility Termination Date, payable on each Payment Date hereafter and on the
Facility Termination Date.

         (b)      If, on any date, the average daily Combined Utilized Amount
exceeds fifty percent (50%) of the Combined Commitment then in effect on such
date, the Company will pay to the Administrative Agent for the ratable benefit
of the Lenders a utilization fee of 0.125% per annum on the Aggregate Ratable
Outstandings of all Lenders plus the Aggregate Non-Pro Rata Multicurrency
Outstandings of all Lenders as of such date. The accrued fees owing pursuant to
this Section 2.8(b) shall be payable on each Payment Date hereafter and on the
Facility Termination Date.

         (c)      The Company agrees to pay to the Administrative Agent and the
Syndication Agent, in each case for their own account, such other fees as agreed
to between the Company and the Administrative Agent and between the Company and
the Syndication Agent, including pursuant to those separate fee letters dated
May 25, 2000 and May 24, 2001.

         2.9. Optional and Mandatory Principal Payments on All Loans.



                                       30
<PAGE>   37
         2.9.1.   The Company may at any time and from time to time prepay
Floating Rate Loans, in whole or in part, without penalty or premium, upon at
least one Business Day's irrevocable notice to the Administrative Agent,
specifying the date and amount of prepayment. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein. Partial prepayment of Floating Rate Loans shall be in a minimum
aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess
thereof.

         2.9.2.   Each Borrower may at any time and from time to time prepay,
without premium or penalty but upon payment of any amount payable pursuant to
Section 3.4, its Eurodollar Loans and its Multicurrency Loans in whole or in
part, upon at least three Business Days' irrevocable notice to the
Administrative Agent specifying the date and amount of prepayment. Partial
prepayments of Eurodollar or Multicurrency Loans shall be in an aggregate
principal amount of which the U.S. Dollar Equivalent is at least $5,000,000, or
such lesser principal amount as may equal the outstanding Eurodollar or
Multicurrency Loans.

         2.9.3.   If at any time, for any reason, the Aggregate Ratable
Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments
then in effect, (a) the Company shall, without notice or demand, immediately
prepay the Revolving Credit Loans and/or (b) the Borrowers shall, without notice
or demand, immediately prepay the Multicurrency Loans such that the sum of (i)
the aggregate principal amount of Revolving Credit Loans so prepaid and (ii) the
U.S. Dollar Equivalent of the aggregate principal amount of Multicurrency Loans
so prepaid, at least equals the amount of such excess.

         2.9.4.   If, at any time for any reason, the Aggregate Multicurrency
Outstandings of all Multicurrency Lenders to any Borrower exceed 105% of the
aggregate Multicurrency Commitments of the Multicurrency Lenders to such
Borrower (whether as a result of fluctuations in currency exchange rates or
otherwise), the applicable Borrower shall, without notice or demand, immediately
prepay its Multicurrency Loans in amounts such that the Multicurrency Loans so
prepaid at least equals the amount of such excess.

         2.9.5.   If at any time, for any reason, either (a) the Aggregate
Multicurrency Outstandings of all Multicurrency Lenders exceed 105% of the
Aggregate Multicurrency Commitments plus the Aggregate Activated Non-Pro Rata
Multicurrency Commitments or (b) the Aggregate Multicurrency Outstandings of any
Multicurrency Lender exceeds its Multicurrency Commitment (in each case, whether
as a result of fluctuations in currency exchange rates or otherwise), the
Borrowers shall, without notice or demand, immediately prepay the Multicurrency
Loans or deliver notice of their intent to deactivate Activated Non-Pro Rata
Multicurrency Commitments pursuant to Section 2.6.4 in amounts such that the
U.S. Dollar Equivalent of the Multicurrency Loans so prepaid or the Activated
Non-Pro Rata Multicurrency Commitments so deactivated, as applicable, at least
equals the amount of such excess.

         2.9.6.   Each prepayment and conversion pursuant to this Section 2.9
shall be accompanied by accrued and unpaid interest on the amount prepaid to the
date of prepayment and any amounts payable under Section 3.4 in connection with
such payment.

         2.9.7.   Notwithstanding the foregoing, mandatory prepayments of
Revolving Credit Loans or Multicurrency Loans that would otherwise be required
pursuant to this Section 2.9 solely as a result of fluctuations in Exchange
Rates from time to time shall only be required to be made pursuant to this
Section 2.9 on the last Business Day of each month on the basis of the Exchange
Rate in effect on such Business Day.



                                       31
<PAGE>   38
         2.9.8.   Prepayments pursuant to this Section 2.9 shall be applied as
follows: (a) in the case of prepayments made by the Company of Revolving Credit
Loans, first to prepay Floating Rate Loans and second to prepay Eurodollar Loans
then outstanding in such order as the Company may direct and (b) in the case of
prepayments made by any Borrower of Multicurrency Loans, to prepay Multicurrency
Loans made to such Borrower in such order as the Company may direct.

         2.9.9.   All amounts prepaid may be reborrowed and successively repaid
and reborrowed, subject to the other terms and conditions in this Agreement.

         2.10. Conversion and Continuation of Outstanding Advances.

         2.10.1.  Revolving Credit Advances. Floating Rate Advances shall
continue as Floating Rate Advances unless and until such Floating Rate Advances
are converted into Eurodollar Advances. Each Eurodollar Advance shall continue
as a Eurodollar Advance until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Advance shall be automatically converted
into a Floating Rate Advance unless the Company shall have given the
Administrative Agent a Conversion/Continuation Notice requesting that, at the
end of such Interest Period, such Eurodollar Advance either continue as a
Eurodollar Advance for the same or another Interest Period or be converted into
a Floating Rate Advance. Subject to the terms hereof, the Company may elect from
time to time to convert all or any part of a Revolving Credit Advance of any
Type into any other Type or Types of Revolving Credit Advances; provided that
any conversion of any Eurodollar Advance shall be made on, and only on, the last
day of the Interest Period applicable thereto. Notwithstanding anything herein
to the contrary, no Loan may be converted to a Eurodollar Loan, and no
Eurodollar Loan may be continued as such, if any Default or Unmatured Default
has occurred and is continuing. The Company shall give the Administrative Agent
irrevocable notice (a "CONVERSION/CONTINUATION NOTICE") of each conversion of an
Advance or continuation of a Eurodollar Advance not later than 11:00 a.m.
(Detroit time) at least one Business Day, in the case of a conversion into a
Floating Rate Advance or three Business Days, in the case of a conversion into
or continuation of a Eurodollar Advance, prior to the date of the requested
conversion or continuation, specifying:

                  (i) the requested date, which shall be a Business Day, of such
         conversion or continuation,

                  (ii) the aggregate amount and Type of the Revolving Credit
         Advance which is to be converted or continued, and

                  (iii) the amounts and Type(s) of Revolving Credit Advance(s)
         into which such Revolving Credit Advance is to be converted or
         continued and, in the case of a conversion into or continuation of a
         Eurodollar Advance, the duration of the Interest Period applicable
         thereto.

         2.10.2.  Multicurrency Advances. Any Multicurrency Advances may be
continued as such upon the expiration of the then current Interest Period with
respect thereto by the relevant Borrower giving the Administrative Agent
irrevocable notice of such election by not later than 11:00 a.m. (Detroit time)
at least five Business Days prior to the applicable continuation date, provided,
that if the relevant Borrower shall fail to give such notice, such Multicurrency
Advance shall be automatically continued for an Interest Period of one month
provided that such continuation would not extend the Interest Period beyond the
Facility Termination Date.

         2.11. Interest Rates; Interest Payment Dates; Interest and Fee Basis.
(a) Each Floating Rate Loan shall bear interest on the outstanding principal
amount thereof, for each day from and including the


                                       32
<PAGE>   39
date such Loan is made or is converted from a Fixed Rate Loan into a Floating
Rate Loan pursuant to Section 2.10 to but excluding the date it becomes due or
is converted into a Fixed Rate Loan pursuant to Section 2.10 hereof, at a rate
per annum equal to the Floating Rate for such day. Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such Interest Period.
Each Floating Rate Loan shall bear interest for each day that it is outstanding
at a rate per annum equal to the Floating Rate for such day. Each Multicurrency
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the applicable Eurocurrency Rate determined
for such Interest Period. All U.S. Swing Line Loans shall bear interest for each
day that it is outstanding at a rate per annum equal to the Floating Rate for
such day or such other rate as may be agreed to by the applicable Borrower and
the Swing Line Bank. All Multicurrency Swing Line Loans shall bear interest at
such other rate as shall be agreed to between the applicable Borrower and the
Swing Line Bank at the time of the making of such Swing Line Loans.

         (b)      Interest accrued on each Floating Rate Advance shall be
payable quarterly, in arrears, on each Payment Date, commencing with the first
such date to occur after the date hereof and at maturity. Interest accrued on
each Fixed Rate Advance shall be payable on the last day of its applicable
Interest Period, on any date on which the Fixed Rate Advance is prepaid, whether
by acceleration or otherwise, and at maturity. Interest accrued on each Fixed
Rate Advance having an Interest Period longer than three months shall also be
payable on the last day of each three-month interval during such Interest
Period.

         (c)      Interest shall be payable for the day an Advance is made but
not for the day of any payment on the amount paid if payment is received prior
to noon (local time) at the place of payment. If any payment of principal of or
interest on an Advance shall become due on a day which is not a Business Day,
except as otherwise provided in the definition of Interest Period, such payment
shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

         (d)      All interest and fees shall be computed on the basis of the
actual number of days (including the first day but excluding the last day)
occurring during the period such interest or fee is payable over a year
comprised of 360 days (or in the case of interest on Floating Rate Loans for
which the Prime Rate is the basis, 365 days or, if appropriate, 366 days),
except if otherwise specified on Schedule 2 with respect to the Eurocurrency
Base Rate or as the market otherwise dictates for Multicurrency Loans.

         (e)      For the purposes of the Interest Act (Canada) hereunder (i)
whenever interest payable pursuant to this Agreement is calculated with respect
to any monetary Obligation relating to Loans to Canadian Borrowers on the basis
of a period other than a calendar year (the "CALCULATION PERIOD"), each rate of
interest determined pursuant to such calculation expressed as an annual rate is
equivalent to such rate as so determined, multiplied by the actual number of
days in the calendar year in which the same is to be ascertained and divided by
the number of days in the Calculation Period; (ii) the principal of deemed
reinvestment of interest with respect to any monetary Obligation relating to
Loans in Canadian dollars shall not apply to any interest calculation under this
agreement, and (iii) the rates of interest with respect to any monetary
Obligation relating to Loans to Canadian Borrowers stipulated in this Agreement
are intended to be nominal rates and not effective rates or yields.

         (f)      Without limiting any of the foregoing, interest payable on any
Advances hereunder of Non-Pro Rata Multicurrency Loans shall be payable by the
applicable Borrower solely for the account of the Designated Multicurrency
Lenders having an Activated Non-Pro Rata Multicurrency Commitment with respect
to such Loans.



                                       33
<PAGE>   40
         2.12. Changes in Interest Rate, etc. Changes in the rate of interest on
that portion of any Advance maintained as a Floating Rate Advance will take
effect simultaneously with each change in the Alternate Base Rate. Each Fixed
Rate Advance shall bear interest on the outstanding principal amount thereof
from and including the first day of the Interest Period applicable thereto to
(but not including) the last day of such Interest Period at the interest rate
determined as applicable to such Fixed Rate Advance. No Interest Period may end
after the Facility Termination Date.

         2.13. Rates Applicable After Default. Notwithstanding anything to the
contrary contained in this Article II, during the continuance of a Default the
Required Lenders may, at their option, by notice to the Borrowers (which notice
may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that no Advance may be made as, converted into or
continued (after the expiration of the current Interest Period) as a Fixed Rate
Advance. If the principal portion of any Advance is not paid at maturity,
whether by acceleration or otherwise, the Required Lenders may, at their option,
by notice to the Company (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders as to changes and interest rates) declare that
(i) each Fixed Rate Advance shall bear interest for the remainder of the
applicable Interest Period at the rate otherwise applicable to such Interest
Period plus 2% per annum and (ii) each Floating Rate Advance shall bear interest
at a rate per annum equal to the Floating Rate otherwise applicable to the
Floating Rate Advance plus 2% per annum. If any payment of interest, fees or
other amounts is not paid when due hereunder, whether by acceleration or
otherwise, the Required Lenders may, at their option, by notice to the Company
(which notice may be revoked at the option of the Required Lenders
notwithstanding Section 8.2) declare that such amounts shall bear interest at
the Floating Rate plus 2% per annum.

         2.14. Pro Rata Payment, Method of Payment.

         2.14.1.  Each borrowing of Revolving Credit Loans by the Company from
the Lenders shall be made pro rata according to the Revolving Credit Commitment
Percentages of the Lenders in effect on the date of such borrowing. Each payment
by the Company on account of any facility fee shall be allocated by the
Administrative Agent among the Lenders in accordance with the respective amounts
which such Lenders are entitled to receive pursuant to Section 2.8. Any
reduction by the Company of the Revolving Credit Commitments of the Lenders
shall be allocated by the Administrative Agent among the Lenders pro rata
according to the Revolving Credit Commitment Percentages of the Lenders. Except
as provided in Section 2.9, each payment (other than any optional prepayment) by
the Company on account of principal of the Revolving Credit Loans shall be
allocated by the Administrative Agent pro rata according to the respective
outstanding principal amounts thereof then due and owing to each Lender. Except
as provided in Section 2.9, each optional prepayment by the Company on account
of principal or interest on the Revolving Credit Loans shall be allocated by the
Administrative Agent pro rata according to the respective outstanding principal
amounts thereof. All payments (including prepayments) to be made by the Company
hereunder in respect of amounts denominated in Dollars, whether on account of
principal, interest, fees or otherwise, shall be made, without setoff,
deduction, or counterclaim, in immediately available funds to the Administrative
Agent at the Administrative Agent's address specified pursuant to Article XIV,
or at any other Lending Installation of the Administrative Agent specified in
writing by the Administrative Agent to the Company, by 1:00 p.m. (Detroit time)
on the date. Except as otherwise provided in Sections 2.5.1, 2.6, 2.7 (with
respect to Multicurrency Swing Line Loans), 2.14.2, 2.19 (with respect to
Multicurrency Facility Letters of Credit) and 16.6 all payments hereunder shall
be made in U.S. Dollars. Each payment delivered to the Administrative Agent for
the account of any Lender shall be delivered promptly by the Administrative
Agent to such Lender in the same type of funds that the Administrative Agent
received at its address specified pursuant to Article XIV or at any Lending
Installation specified in a notice received by the Administrative Agent from
such Lender. The


                                       34
<PAGE>   41
Administrative Agent is hereby authorized to charge the account of the Company
maintained with Bank One for each payment of principal, interest and fees as it
becomes due hereunder.

         2.14.2.  Except as provided in Section 2.6, 2.7, 2.7.2 or 2.19.5, each
borrowing of Multicurrency Loans by any Borrower in any Available Foreign
Currency or U.S. Dollars, as the case may be, shall be allocated by the
Administrative Agent pro rata according to the Multicurrency Commitment
Percentages of the Designated Multicurrency Lenders with respect to such
Borrower in effect on the date of such Loan (it being understood that for all
Pro Rata Multicurrency Loans, the Multicurrency Commitment Percentage of any
Lender shall be equal to such Lender's Revolving Credit Commitment Percentage).
Any reduction of the Multicurrency Commitments shall be allocated by the
Administrative Agent pro rata according to the Multicurrency Commitment
Percentages of the Designated Multicurrency Lenders in effect on the date of
such Loan. Except as provided in Section 2.9, each payment (including each
prepayment) by a Borrower on account of principal of and interest on
Multicurrency Loans shall be allocated by the Administrative Agent pro rata
according to the respective principal amounts of the Multicurrency Loans then
due and owing by such Borrower to each Designated Multicurrency Lender that made
such Multicurrency Loans. All payments (including prepayments) to be made by a
Borrower on account of Multicurrency Loans, whether on account of principal,
interest, fees or otherwise, shall be without setoff, deduction, or counterclaim
and shall be made prior to 12:00 noon, London time, on the due date thereof to
the Administrative Agent for the account of the Designated Multicurrency Lenders
that made such Loans, at the payment office for such Multicurrency Loans
specified from time to time by the Administrative Agent by notice to the
Borrowers, in the currency of such Multicurrency Loan and in immediately
available funds. The Administrative Agent shall distribute such payment to the
Designated Multicurrency Lenders entitled to receive the same promptly upon
receipt in like funds as received.

         2.15. Telephonic Notices. Each Borrower hereby authorizes the Lenders
and the Administrative Agent to extend, convert or continue Advances, effect
selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender
reasonably and in good faith believes to be an Authorized Officer. Each Borrower
agrees to deliver promptly to the Administrative Agent a written confirmation,
if such confirmation is requested by the Administrative Agent or any Lender, of
each telephonic notice signed by an Authorized Officer. If the written
confirmation differs in any material respect from the action taken by the
Administrative Agent and the Lenders, the records of the Administrative Agent
and the Lenders shall govern absent manifest error.

         2.16. Notification of Advances, Interest Rates, Prepayments, Activation
of Non-Pro Rata Multicurrency Loans and Commitment Reductions. Promptly after
receipt thereof, the Administrative Agent will notify each Lender of the
contents of each Revolving Credit Commitment reduction notice, Multicurrency
Commitment reduction notice, borrowing notice, Non-Pro Rata Multicurrency Loan
activation notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. The Administrative Agent will notify each Lender of the
interest rate applicable to each Fixed Rate Advance promptly upon determination
of such interest rate and will give each Lender prompt notice of each change in
the Alternate Base Rate.

         2.17. Lending Installations. Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the promissory notes, if any, shall be deemed held
by each Lender for the benefit of such Lending Installation. Each Lender may, by
written or telex notice to the Administrative Agent and the applicable Borrower,
designate a Lending Installation through which Loans will be made by it and for
whose account Loan payments are to be made.



                                       35
<PAGE>   42
         2.18. Non-Receipt of Funds by the Administrative Agent. Unless a
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent (including, without limitation, any payment pursuant to Section 12.4) of
(a) in the case of a Lender, the proceeds of a Loan or (b) in the case of a
Borrower, a payment of principal, interest or fees to the Administrative Agent
for the account of the Lenders, that it does not intend to make such payment,
the Administrative Agent may assume that such payment has been made. The
Administrative Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or Borrower, as the case may be, has not in fact made such payment
to the Administrative Agent, the recipient of such payment shall, on demand by
the Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by a
Borrower, the interest rate applicable to the relevant Loan.

         2.19. Facility Letters of Credit.

         2.19.1. Obligation to Issue. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of the
Company herein set forth, the Issuers hereby agree to issue through such of the
Issuer's Lending Installations or Affiliates as the Issuer and a Borrower may
jointly agree, for the account of the Company, one or more U.S. Facility Letters
of Credit and for the account of any Borrower, one or more Multicurrency
Facility Letters of Credit, in each case, in accordance with this Section 2.19,
from time to time during the period, commencing on the Closing Date and ending
five Business Days prior to the Facility Termination Date; provided, however,
that no Multicurrency Facility Letters of Credit shall be issued hereunder
unless sufficient Multicurrency Commitments in the applicable Available Foreign
Currency for the applicable Borrower have been activated in accordance with
Section 2.6.1.

         2.19.2. Conditions for Issuance. In addition to being subject to the
satisfaction of the conditions contained in Article IV, the obligation of an
Issuer to issue any Facility Letter of Credit is subject to the satisfaction in
full of the following conditions:

         (a) the aggregate maximum amount then available for drawing under
Facility Letters of Credit issued by the Issuers, after giving effect to the
Facility Letter of Credit requested hereunder, shall not exceed any limit
imposed by law or regulation upon the Issuer;

         (b) the requested Facility Letter of Credit has an expiration date of
the earlier of (i) one year after the date of issuance and (ii) five Business
Days prior to the Facility Termination Date; provided, that any Facility Letter
of Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which in no event shall extend beyond the date
referred to in clause (ii) above);

         (c) after giving effect to the Facility Letter of Credit requested
hereunder, (i) the aggregate maximum amount then available for drawing under
Facility Letters of Credit issued by the Issuers shall not exceed an amount of
which the U.S. Dollar Equivalent is $100,000,000, (ii) the Available Revolving
Credit Commitment of each Lender is greater than or equal to zero, (iii) the
Available Pro Rata Multicurrency Commitment and the Available Non-Pro Rata
Multicurrency Commitment of each Multicurrency Lender is greater than or equal
to zero, (iv) the Aggregate Multicurrency Outstandings of all Lenders solely
with respect to all Non-Pro Rata Multicurrency Loans does not exceed an amount
of which the U.S. Dollar Equivalent (as at the date of such Non-Pro Rata
Multicurrency Loan) equals the Aggregate Activated Non-


                                       36
<PAGE>   43
Pro Rata Multicurrency Commitments, (v) the sum of (i) the aggregate maximum
amount then available for drawing under any Facility Letter of Credit issued in
an Available Foreign Currency plus the outstanding principal amount of all other
outstanding Multicurrency Loans and Multicurrency Swing Line Loans in such
currency does not exceed the aggregate Multicurrency Commitments of all
Designated Multicurrency Lenders with respect to such Borrower and such
currency, and (vi) the Aggregate Ratable Outstandings of all Lenders do not
exceed the Aggregate Revolving Credit Commitments;

         (d) the applicable Borrower shall have delivered to the applicable
Issuer at such times and in such manner as such Issuer may reasonably prescribe
such documents and materials as may be required pursuant to the terms of the
proposed Letter of Credit and the proposed Letter of Credit shall be reasonably
satisfactory to such Issuer as to form and content; and

         (e) as of the date of issuance, no order, judgment or decree of any
Court, arbitrator or governmental authority shall purport by its terms to enjoin
or restrain such Issuer from issuing the Facility Letter of Credit and no law,
rule or regulation applicable to such Issuer and no request or directive
(whether or not having the force of law) from any governmental authority with
jurisdiction over such Issuer shall prohibit or request that such Issuer refrain
from the issuance of Letters of Credit generally or the issuance of that
Facility Letter of Credit.

         2.19.3. Procedure for Issuance of Facility Letters of Credit. (a) The
applicable Borrower shall give one of the Issuers and the Administrative Agent
five Business Days' prior written notice of any requested issuance of a Facility
Letter of Credit under this Agreement (except that, in lieu of such written
notice, a Borrower may give an Issuer (i) notice of such request by tested telex
or other tested arrangement satisfactory to such Issuer or (ii) telephonic
notice of such request if confirmed in writing by delivery to such Issuer and
the Administrative Agent (A) immediately (x) of a telecopy of the written notice
required hereunder which has been signed by an authorized officer of the Company
or (y) of a telex containing all information required to be contained in such
written notice and (B) promptly (but in no event later than the requested time
of issuance) of a copy of the written notice required hereunder containing the
original signature of an authorized officer of the Borrower); such notice shall
be irrevocable and shall specify the stated amount and Available Foreign
Currency or U.S. Dollars of the Facility Letter of Credit requested, the
effective date (which day shall be a Business Day) of issuance of such requested
Facility Letter of Credit, the date on which such requested Facility Letter of
Credit is to expire (which date shall be a Business Day and shall in no event be
later than the fifth day prior to Facility Termination Date), the purpose for
which such Facility Letter of Credit is to be issued, and the Person for whose
benefit the requested Facility Letter of Credit is to be issued. The
Administrative Agent shall give notice to each Lender of the issuance of each
Facility Letter of Credit reasonably promptly after such Facility Letter of
Credit is issued. Such notice, to be effective, must be received by such Issuer
not later than 3:00 p.m. (Detroit time) or the time agreed upon by such Issuer
and such Borrower on the last Business Day on which notice can be given under
this Section 2.19.3.

         (b) Subject to the terms and conditions of this Section 2.19.3 and
provided that the applicable conditions set forth in Article IV hereof have been
satisfied, the Issuer shall, on the requested date, issue a Facility Letter of
Credit on behalf of the applicable Borrower in accordance with such Issuer's
usual and customary business practices.

         (c) The Issuers shall not extend or amend any Facility Letter of Credit
unless the requirements of this Section 2.19 are met as though a new Facility
Letter of Credit was being requested and issued.

         2.19.4. Reimbursement Obligations. (a) Each Borrower agrees to pay to
the Issuer the amount of all Reimbursement Obligations, interest and other
amounts payable to the Issuer under or in


                                       37
<PAGE>   44
connection with any Facility Letter of Credit issued on behalf of such Borrower
immediately when due, irrespective of any claim, setoff, defense or other right
which the Borrower, the Company or any Subsidiary may have at any time against
the Issuer or any other Person, under all circumstances, including without
limitation, any of the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Loan Documents;

                  (ii) the existence of any claim, setoff, defense or other
         right which any Borrower or any Subsidiary may have at any time against
         a beneficiary named in a Facility Letter of Credit or any transferee of
         any Facility Letter of Credit (or any Person for whom any such
         transferee may be acting), any Issuer, any Lender, or any other Person,
         whether in connection with this Agreement, any Facility Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transactions between any
         Borrower or any Subsidiary and the beneficiary named in any Facility
         Letter of Credit);

                  (iii) any draft, certificate or any other document presented
         under the Facility 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;

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Loan
         Documents; or

                  (v) the occurrence of any Default or Unmatured Default.

         (b) The Issuer shall promptly notify the applicable Borrower of any
draw under a Facility Letter of Credit. Such Borrower shall reimburse the
applicable Issuer for drawings under a Facility Letter of Credit issued by it on
behalf of such Borrower promptly after the payment by the Issuer. Any
Reimbursement Obligation with respect to any Facility Letter of Credit shall
bear interest from the date of the relevant drawings under the pertinent
Facility Letter of Credit at the interest rate for Floating Rate Loans.

         2.19.5. Letter of Credit Participation. (a) Immediately upon issuance
by an Issuer of any Facility Letter of Credit in accordance with the procedures
set forth in Section 2.19.3, (i) with respect to each U.S. Facility Letter of
Credit, each Lender shall be deemed to have irrevocably and unconditionally
purchased and received from such Issuer, without recourse or warranty, an
undivided interest and participation equal to its Revolving Credit Commitment
Percentage in such U.S. Facility Letter of Credit (including, without
limitation, all obligations of the applicable Borrower with respect thereto) and
any security therefor or guaranty pertaining thereto and (ii) with respect to
each Multicurrency Facility Letter of Credit, each Designated Multicurrency
Lender with respect to the Borrower for the account of which such Multicurrency
Facility Letter of Credit is issued shall be deemed to have irrevocably and
unconditionally purchased and received from such Issuer, without recourse or
warranty, an undivided interest and participation equal to its Multicurrency
Commitment Percentage in such Multicurrency Facility Letter of Credit
(including, without limitation, all obligations of the applicable Borrower with
respect thereto), any security therefor or guaranty pertaining thereto;
provided, that a Letter of Credit issued by an Issuer shall not be deemed to be
a Facility Letter of Credit for purposes of this Section 2.19 if such Issuer
shall have received written notice from any Lender on or before one Business Day
prior to the date of its issuance of such Letter of Credit that one or more of
the applicable conditions contained in Article IV are not then satisfied, and,
in the event an Issuer receives such a notice, it shall have no further


                                       38
<PAGE>   45
obligation to issue any Letter of Credit until such notice is withdrawn by that
Lender or such condition has been effectively waived in accordance with the
provisions of this Agreement.

         (b) In the event that an Issuer makes any payment under any Facility
Letter of Credit and the applicable Borrower shall not have repaid such amount
to the Issuer pursuant to Section 2.19.4, the Issuer shall promptly notify the
Administrative Agent and each Lender participating in such Letter of Credit of
such failure, and each Lender participating in such Letter of Credit shall
promptly and unconditionally make a Revolving Credit Loan or a Multicurrency
Loan, as applicable, to the Administrative Agent for the account of such Issuer
in the amount of such Lender's Revolving Credit Commitment Percentage or
Multicurrency Commitment Percentage, as the case may be, of the unreimbursed
amount of any such payment. If any Lender participating in such Facility Letter
of Credit fails to make available to such Issuer any Loans due to such Issuer
pursuant to this Section 2.19.5(b), such Issuer shall be entitled to recover the
amount of such unpaid Loans, together with interest thereon at the Federal Funds
Effective Rate, for the first three Business Days after such Lender receives
such notice and thereafter, at the Floating Rate, payable (i) on demand, (ii) by
setoff against any payments made to such Issuer for the account of such Lender
or (iii) by payment to such Issuer by the Administrative Agent of amounts
otherwise payable to such Lender under this Agreement. The failure of any Lender
to make available to the Administrative Agent Loans in its Revolving Credit
Commitment Percentage or Multicurrency Commitment Percentage, as the case may
be, of the unreimbursed amount of any such payment shall not relieve any other
Lender of its obligation hereunder to make available to the Administrative Agent
its Revolving Credit Commitment Percentage or Multicurrency Commitment
Percentage, as the case may be, of the unreimbursed amount of any payment on the
date such payment is to be made, but no Lender shall be responsible for the
failure of any other Lender to make available to the Administrative Agent its
Revolving Credit Commitment Percentage or Multicurrency Commitment Percentage,
as the case may be, of the unreimbursed amount of any payment on the date such
payment is to be made. In addition to the foregoing, if any Revolving Credit
Loan or Multicurrency Loan cannot for any reason be made on the date required
above or if for any other reason any Lender fails to make payment to the
applicable Issuer of any amount due under this Section 2.7.2, such Lender shall
be deemed, at the option of the Administrative Agent, to have unconditionally
and irrevocably purchased from the Issuer, without recourse or warranty, an
undivided interest and participation in the unreimbursed obligations in the U.S.
Dollar Equivalent of such unpaid amount. Without limiting the foregoing,
immediately upon any Conversion Event, the provisions of Section 12.4 shall
apply to any Multicurrency Facility Letters of Credit.

         (c) Whenever the Issuer receives a payment on account of a
Reimbursement Obligation, including any interest thereon, it shall promptly pay
to each Lender which has funded its participating interest therein, in
immediately available funds, an amount equal to such Lender's Revolving Credit
Commitment Percentage or Multicurrency Commitment Percentage, as the case may
be, thereof.

         (d) The obligations of a Lender to make payments to the Administrative
Agent with respect to a Facility Letter of Credit shall be absolute,
unconditional and irrevocable, not subject to any counterclaim, setoff,
qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances.

         (e) In the event any payment by a Borrower received by the
Administrative Agent with respect to a Facility Letter of Credit and distributed
by the Administrative Agent to the Lenders on account of their participations is
thereafter set aside, avoided or recovered from the Administrative Agent in
connection with any receivership, liquidation, reorganization or bankruptcy
proceeding, each Lender which received such distribution shall, upon demand by
the Agent, contribute such Lender's Revolving Credit Commitment Percentage or
Multicurrency Commitment Percentage, as the case may be, of the amount set
aside, avoided


                                       39
<PAGE>   46
or recovered together with interest at the rate required to be paid by the
Administrative Agent upon the amount required to be repaid by it.

         2.19.6. Compensation for Facility Letters of Credit. The Issuer of a
Facility Letter of Credit shall have the right to receive, solely for its own
account, an issuance fee and fronting fee to be agreed upon by the Issuer and
the applicable Borrower as well as the Issuer's reasonable and customary costs
of issuing and servicing the Facility Letters of Credit. In addition, such
Borrower shall pay to the Administrative Agent for the account of each Lender
participating in such Facility Letter of Credit a non-refundable fee at a per
annum rate in the amount shown on the Pricing Schedule on Exhibit B applied to
the face amount of the Facility Letter of Credit, payable quarterly in advance
to all Lenders participating in such Facility Letter of Credit (including the
Issuers) ratably from the date such Facility Letter of Credit is issued until
its stated expiry date.

         2.19.7. Letter of Credit Collateral Account. Each Borrower hereby
agrees that it will, until the final expiration date of any Facility Letter of
Credit and thereafter as long as any amount is payable to the Lenders in respect
of any Facility Letter of Credit, maintain a special collateral account (the
"LETTER OF CREDIT COLLATERAL ACCOUNT") at the Administrative Agent's office at
the address specified pursuant to Article XIV, in the name of such Borrower but
under the sole dominion and control of the Administrative Agent, for the benefit
of the Lenders and in which such Borrower shall have no interest other than as
set forth in Section 8.1. The Administrative Agent will invest any funds on
deposit from time to time in the Letter of Credit Collateral Account in
certificates of deposit of the Administrative Agent having a maturity not
exceeding 30 days. Nothing in this Section 2.19.7 shall either obligate the
Administrative Agent to require any Borrower to deposit any funds in the Letter
of Credit Collateral Account or limit the right of the Administrative Agent to
release any funds held in the Letter of Credit Collateral Account other than as
required by Section 8.1, and the Borrower's obligations to deposit funds in the
Letter of Credit Collateral Account are limited to the circumstances required by
Section 8.1.

         2.19.8. Nature of Obligations. (a) As among the Borrowers, the Issuers
and the Lenders, each Borrower assumes all risks of the acts and omissions of,
or misuse of the Facility Letters of Credit by, the respective beneficiaries of
the Facility Letters of Credit requested by it. In furtherance and not in
limitation of the foregoing, the Issuers and the Lenders shall not be
responsible for (i) the forms, validity, sufficiency, accuracy, genuineness or
legal effect of any document submitted by any party in connection with the
application for and issuance of any Facility Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Facility 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; (iii)
failure of the beneficiary of a Facility Letter of Credit to comply fully with
conditions required in order to draw upon such Facility Letter of Credit; (iv)
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise; (v) errors in
interpretation of technical terms; (vi) misapplication by the beneficiary of a
Facility Letter of Credit of the proceeds of any drawing under such Facility
Letter of Credit; or (vii) any consequences arising from causes beyond the
control of the Issuers or the Lenders. In addition to amounts payable as
elsewhere provided in this Section 2.19, such Borrower hereby agrees to protect,
indemnify, pay and save the Agents, each Issuer and each Lender harmless from
and against any and all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including reasonable attorneys' fees) arising from the
claims of third parties against the Agents or such Issuer in respect of any
Facility Letter of Credit requested by such Borrower.

         (b) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Issuers or
any Lender under or in connection with the Facility


                                       40
<PAGE>   47
Letters of Credit or any related certificates, if taken or omitted in good
faith, shall not put such Issuer or such Lender under any resulting liability to
any Borrower or relieve any Borrower of any of its obligations hereunder to the
Issuers, the Administrative Agent or any Lender.

         (c) Notwithstanding anything to the contrary contained in this Section
2.19, a Borrower shall not have any obligation to indemnify an Issuer under this
Section 2.19 in respect of any liability incurred by such Issuer arising out of
the gross negligence or willful misconduct of such Issuer, as determined by a
court of competent jurisdiction, or out of the wrongful dishonor by such Issuer
of a proper demand for payment made under the Facility Letters of Credit issued
by such Issuer as determined by a court of competent jurisdiction, unless such
dishonor was made at the request of such Borrower, or out of the wrongful honor
by such Issuer of a demand for payment made under the Facility Letters of Credit
issued by such Issuer which demand for payment does not comply with the
conditions required in order to draw upon such Facility Letter of Credit as
determined by a court of competent jurisdiction, unless such honor was made at
the request of such Borrower.

         2.20. Application of Payments with Respect to Defaulting Lenders. No
payments of principal, interest or fees delivered to the Administrative Agent
for the account of any Defaulting Lender shall be delivered by the
Administrative Agent to such Defaulting Lender. Instead, such payments shall,
for so long as such Defaulting Lender shall be a Defaulting Lender, be held by
the Administrative Agent, and the Administrative Agent is hereby authorized and
directed by all parties hereto to hold such funds in escrow and apply such funds
as follows:

                  (i) First, if applicable to any payments due to an Issuer
         pursuant to Section 2.19.5; and

                  (ii) Second, to Loans required to be made by such Defaulting
         Lender on any Borrowing Date to the extent such Defaulting Lender fails
         to make such Loans.

Notwithstanding the foregoing, upon the termination of the Revolving Credit
Commitments and the payment and performance of all of the Obligations (other
than those owing to a Defaulting Lender), any funds then held in escrow by the
Administrative Agent pursuant to the preceding sentence shall be distributed to
each Defaulting Lender, pro rata in proportion to amounts that would be due to
each Defaulting Lender but for the fact that it is a Defaulting Lender.

                                   ARTICLE III
                         CHANGE IN CIRCUMSTANCES, TAXES

         3.1. Yield Protection. If after the date hereof the introduction of any
law or any governmental or quasi-governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law) (collectively,
"RULES"), or any change or modification of the Rules, or any interpretation
thereof, or the compliance of any Lender therewith,

         (a)      subjects any Lender or any applicable Lending Installation to
                  any tax, duty, charge or withholding on or from payments due
                  from any Borrower or changes the basis of taxation of payments
                  to any Lender in respect of its Loans or other amounts due it
                  hereunder (excluding income taxes and franchise taxes (imposed
                  in lieu of income taxes) imposed on the any Agent or Lender as
                  a result of a present or former connection between such Agent
                  or Lender and the jurisdiction of the Governmental Authority
                  imposing such tax or any political subdivision or taxing
                  authority thereof or therein, other than any such connection
                  arising solely from such Agent or Lender having


                                       41
<PAGE>   48
                  executed, delivered or performed its obligations or received a
                  payment under, or enforced, this Agreement or any other Loan
                  Document), or

         (b)      imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation (other than reserves and
                  assessments taken into account in determining the interest
                  rate applicable to Fixed Rate Advances), or

         (c)      imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  of making, funding or maintaining loans or reduces any amount
                  receivable by any Lender or any applicable Lending
                  Installation in connection with loans, or requires any Lender
                  or any applicable Lending Installation to make any payment
                  calculated by reference to the amount of loans held or
                  interest received by it, by an amount deemed material by such
                  Lender,

then, within 15 days of demand by such Lender, the affected Borrower shall pay
such Lender that portion of such increased expense incurred or reduction in an
amount received which such Lender determines is attributable to making, funding
and maintaining its Loans, its Revolving Credit Commitment or its Multicurrency
Commitment.

         3.2. Changes in Capital Adequacy Regulations. If a Lender determines
the amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Company shall pay such Lender the amount necessary to compensate for
any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Loans or its
obligation to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy). "CHANGE" means (a) any change after the date
of this Agreement in the Risk-Based Capital Guidelines or (b) any adoption of or
change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or any Lending Installation
or any corporation controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means
(i) the risk-based capital guidelines in effect in the United States on the date
of this Agreement, including transition rules, and (ii) the corresponding
capital regulations or guidelines promulgated by regulatory authorities outside
the United States implementing the July 1988 report of the Basle Committee on
Banking Regulation and Supervisory Practices Entitled "International Convergence
of Capital Measurements and Capital Standards," including transition rules, and
any amendments to such regulations or guidelines adopted prior to the date of
this Agreement.

         3.3. Availability of Types of Advances. If any Lender determines that
maintenance of its Eurodollar Loans or Multicurrency Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation, or directive,
whether or not having the force of law, then the Administrative Agent shall
suspend the availability of the affected Type of Loans by such Lender and
require any Loans of the affected Type to be repaid at the end of the Interest
Period for the affected Loan to such Lender. If the Required Lenders determine
with respect to Eurodollar Loans, Requested Multicurrency Lenders or
Multicurrency Loans that (i) deposits of a type and maturity appropriate to
match fund Eurodollar or Eurocurrency Rate Loans are not available or (ii) the
interest rate applicable to a Eurocurrency Rate Loan or Eurodollar Loan does not
accurately reflect the cost of making or maintaining such Loans, then the
Administrative Agent shall suspend the availability of the affected Type of
Loans by all Lenders and


                                       42
<PAGE>   49
require any Loans of the affected Type to be repaid at the end of the Interest
Period for the affected Loans.

         3.4. Funding Indemnification. If any repayment of a Fixed Rate Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment, or otherwise, or if any Floating
Rate Advance is not converted to a Fixed Rate Advance or if any Fixed Rate
Advance is not made, continued or prepaid on the date specified by a Borrower
for any reason other than default by the Lenders, such Borrower will indemnify
each Lender for any loss or cost incurred by it resulting therefrom, including,
without limitation, any loss or cost in liquidating or employing deposits
acquired to fund or maintain the Fixed Rate Advance.

         3.5. Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans and Multicurrency Rate Loans to reduce any
liability of a Borrower to such Lender under Sections 3.1 and 3.2 or to avoid
the unavailability of a Type of Advance under Section 3.3, so long as such
designation is not disadvantageous to such Lender in any material respect. Each
Lender shall deliver a written statement of such Lender to the applicable
Borrower (with a copy to the Administrative Agent) as to the amount due, if any,
under Section 3.1, 3.2 or 3.4. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such amount
and shall state that amounts determined in accordance with such procedures are
being charged by such Lender to other borrowers with credit facilities similar
to this Agreement and credit characteristics comparable to the Company as
determined by such Lender and shall be final, conclusive and binding on the
Borrowers in the absence of manifest error. Determination of amounts payable
under such sections in connection with a Eurodollar Loans and Multicurrency Rate
Loans shall be calculated as though each Lender funded such Loans through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in determining the interest rate applicable to such Loan, whether
in fact that is the case or not. Unless otherwise provided herein, the amount
specified in the written statement of any Lender shall be payable on demand
after receipt by the applicable Borrower of such written statement. The
obligations of the Borrowers under Sections 3.1, 3.2, 3.4 and 3.6 shall survive
payment of the Obligations and termination of this Agreement. The Borrowers
shall have no obligation to compensate any Lender with respect to amounts
provided in Sections 3.1, 3.2, 3.4 or 3.6 with respect to any period prior to
the date which is 120 days prior to the date such Lender delivers its written
statement hereunder requesting compensation.

         3.6. Taxes.

         3.6.1. All payments of principal and interest made by the Borrowers
under this Agreement and any promissory note, if any, and all reimbursement
obligations with respect to Facility Letters of Credit shall be made free and
clear of, and without deduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding net income taxes
and franchise taxes (imposed in lieu of net income taxes) imposed on the
Administrative Agent or any Lender as a result of a present or former connection
between the Administrative Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
the Administrative Agent or such Lender having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement or any
other Loan Document). If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("NON-EXCLUDED TAXES") are required to
be withheld from any amounts payable to the Administrative Agent, any Issuer or
any Lender hereunder or under any promissory note or Facility Letter of Credit,
the amounts so payable to the Administrative Agent, such Issuer or such Lender
shall be increased to the


                                       43
<PAGE>   50
extent necessary to yield to the Administrative Agent, such Issuer or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates and in the amounts specified in this
Agreement provided, however, that (i) with respect to any Loan or Facility
Letter of Credit in U.S. Dollars to the Company, the Company shall not be
required to increase any such amounts payable to any Lender that is not
organized under the laws of the United States of America or a state thereof if
such Lender fails to comply with the requirements of Section 3.6.2, (ii) with
respect to any Loan or Facility Letter of Credit in any Available Foreign
Currency, a Borrower shall not be required to increase any such amounts payable
to any Lender if such Lender fails to comply with the requirements of Section
3.6.3 and (iii) with respect to any Multicurrency Loan or any Multicurrency
Facility Letter of Credit, the Foreign Subsidiary Borrower shall not be required
to increase any such amounts payable to any Lender or the Administrative Agent
to the extent caused by such Lender or the Administrative Agent failing to act
through its Designated Office with respect to such Foreign Subsidiary Borrower.
Whenever any Non-Excluded Taxes are payable by a Borrower, as promptly as
possible thereafter such Borrower shall send to the Administrative Agent for its
own account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt received by such Borrower showing payment
thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, such Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any
Lender as a result of any such failure. The agreements in this Section shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

         3.6.2. Each Lender that is not incorporated under the laws of the
United States of America or a state thereof shall:

                  (a) at least five Business Days before the date of the initial
         payment to be made by the Company under this Agreement to such Lender,
         deliver to the Company and the Administrative Agent an Internal Revenue
         Service Form W-8BEN or W-8ECI, or successor applicable form, as the
         case may be, certifying that it is entitled to receive payments under
         this Agreement without deduction or withholding of any United States
         federal income taxes or, in the case of a Lender claiming exemption
         from withholding of any United States federal income taxes under
         Section 871(h) or 881(c) of the Code with respect to payments of
         "portfolio interest", a certificate representing that such Lender is
         not (i) a "bank" for purposes of Section 881(c) of the Code, (ii) a
         ten-percent shareholder of any Borrower (within the meaning of Section
         871(h)(3)(B) of the Code), or (iii) a controlled foreign corporation
         related to any Borrower (within the meaning of Section 864(d)(4) of the
         Code), and a Form W-8BEN (or a successor form), in all cases properly
         completed and duly executed;

                  (b) deliver to the Company and the Administrative Agent two
         further copies of any such form or certification at least five Business
         Days before the date that any such form or certification expires or
         becomes obsolete and after the occurrence of any event requiring a
         change in the most recent form previously delivered by it to the
         Administrative Agent and the Company provided that such Lender is
         legally entitled to complete such form;

                  (c) obtain such extensions of time for filing and complete
         such forms or certifications as may reasonably be requested by the
         Company or the Administrative Agent; and

                  (d) file amendments to such forms as and when required; and
         each Lender (or Transferee) that is incorporated or organized under the
         laws of the United States of America or a State thereof shall provide
         two properly completed and duly executed copies of Form W-9, or


                                       44
<PAGE>   51
         successor applicable form, at the times specified for delivery of forms
         under this Section 3.6.2 unless an event (including, without
         limitation, any change in treaty, law or regulation) has occurred after
         the date such Person becomes a Lender hereunder which renders all such
         forms inapplicable or which would prevent such Lender from duly
         completing and delivering any such form with respect to it and such
         Lender so advises the Company and the Administrative Agent; provided,
         however, that the Company may rely upon such forms provided to the
         Company for all periods prior to the occurrence of such an event. Each
         Person that shall become a Lender or a Participant pursuant to Section
         13.2 shall, upon the effectiveness of the related transfer, be required
         to provide all of the forms, certifications and statements required
         pursuant to this Section, provided that in the case of such
         Participant, the obligations of such Participant pursuant to this
         Section 3.6.2 shall be determined as if such Participant were a Lender,
         except that such Participant shall furnish all such required forms,
         certifications and statements to the Lender from which the related
         participation shall have been purchased.

         3.6.3. Each Lender that is not incorporated or organized under the laws
of the jurisdiction under which a Foreign Subsidiary Borrower is incorporated or
organized shall, upon request by such Foreign Subsidiary Borrower, within a
reasonable period of time after such request, deliver to such Foreign Subsidiary
Borrower or the applicable governmental or taxing authority, as the case may be,
any form or certificate required in order that any payment by such Foreign
Subsidiary Borrower under this Agreement or any promissory notes to such Lender
may be made free and clear of, and without deduction or withholding for or on
account of any Non-Excluded Tax (or to allow any such deduction or withholding
to be at a reduced rate) imposed on such payment under the laws of the
jurisdiction under which such Foreign Subsidiary Borrower is incorporated or
organized, provided that such Lender is legally entitled to complete, execute
and deliver such form or certificate and such completion, execution or
submission would not materially prejudice the legal position of such Lender.

         3.6.4. Each Lender agrees to use reasonable efforts to avoid or to
minimize any amounts which might otherwise be payable pursuant to this Section
3.6, provided that such effort shall not impose on any such Lender any
additional costs or legal or regulatory burdens deemed by such Lender in its
reasonable judgment to be material. In the event that any Lender determines that
any event or circumstance that will lead to a claim by it under this Section 3.6
has occurred or will occur, such Lender will use its best efforts to so notify
the Company in writing, provided that any failure to provide such notice shall
in no way impair the rights of any Lender to demand and receive compensation
under this Section 3.6.

         3.6.5. In cases in which a Borrower makes a payment under this
Agreement to a U.S. person with knowledge that such U.S. person is acting as an
agent for a foreign person, such Borrower will not treat such payment as being
made to a U.S. person for purposes of Treas. Reg.Section 1.1441-1(b)(2)(ii) (or
a successor provision) without the express written consent of such U.S. person.

         3.7. Substitution of Lender. If (a) the obligation of any Lender to
make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3
when not all Lenders' obligations have been suspended, (b) any Lender has
demanded compensation under Sections 3.1, 3.2 or 3.6 when all Lenders have not
done so or (c) any Lender is a Defaulting Lender, the Company shall have the
right, if no Default then exists, to replace such Lender (a "REPLACED LENDER")
with one or more other lenders (collectively, the "REPLACEMENT LENDER")
acceptable to the Administrative Agent and the Syndication Agent, provided that
(i) at the time of any replacement pursuant to this Section 3.7, the Replacement
Lender shall enter into one or more Assignments pursuant to which the
Replacement Lender shall acquire the Commitments and outstanding Loans and other
obligations of the Replaced Lender and, in connection therewith, shall pay to
the Replaced Lender in respect thereof an amount equal to the sum of (A) the
amount of principal of, and all accrued interest on, all outstanding Loans of
the Replaced Lender,


                                       45
<PAGE>   52
(B) the amount of all accrued, but theretofore unpaid, fees owing to the
Replaced Lender hereunder and (C) the amount which would be payable by the
Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the
Borrowers prepaid at the time of such replacement all of the Loans of such
Replaced Lender outstanding at such time and (ii) all obligations of the
Borrowers then owing to the Replaced Lender (other than those specifically
described in clause (i) above in respect of which the assignment purchase price
has been, or is concurrently being, paid) shall be paid in full to such Replaced
Lender concurrently with such replacement. Upon the execution of the respective
Assignments, the payment of amounts referred to in clauses (i) and (ii) above
and, if so requested by the Replacement Lender, delivery to the Replacement
Lender of any appropriate promissory note or notes executed by the Borrowers,
the Replacement Lender shall become a Lender hereunder and the Replaced Lender
shall cease to constitute a Lender hereunder. The provisions of this Agreement
(including without limitation Sections 3.4 and 10.7) shall continue to govern
the rights and obligations of a Replaced Lender with respect to any Loans made
or any other actions taken by such lender while it was a Lender. Nothing herein
shall release any Defaulting Lender from any obligation it may have to any
Borrower, any Agent or any other Lender.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

         4.1. Initial Advances and Letters of Credit under the Original Credit
Agreement. The Borrowers and the Agents hereby confirm that on or prior to the
Original Effective Date, the Borrowers furnished to the Agents, with sufficient
copies for the Lenders, each of the following:

         (a)      Copies of the articles of incorporation or similar
                  organizational documents of each Borrower, together with all
                  amendments thereto, and a certificate of good standing or
                  similar governmental evidence of corporate existence (if
                  available), all certified by the Secretary or an Assistant
                  Secretary of such Borrower; provided, however, that Meritor
                  Heavy Vehicle Systems Limited delivered evidence of good
                  standing on or before the date that is 15 Business Days
                  following the Original Effective Date which, if in the form of
                  the original certificate, did not need to be certified by the
                  Secretary or Assistant Secretary of such Borrower.

         (b)      Copies, certified by the Secretary or an Assistant Secretary
                  or other duly authorized representative of each Borrower, of
                  its by-laws or similar constituent document (if any) and of
                  its Board of Directors' resolutions (and resolutions of other
                  bodies, if any are deemed necessary by counsel for any Agent)
                  authorizing the execution of the Loan Documents to which such
                  Borrower is a party.

         (c)      An incumbency certificate, executed by the Secretary or an
                  Assistant Secretary of each Borrower, which identified by name
                  and title and bore the signature of the officers of such
                  Borrower authorized to sign the applicable Loan Documents and
                  to make borrowings under the Original Credit Agreement, upon
                  which certificate the Agents, on which the Lenders shall be
                  entitled to rely until informed of any change in writing by
                  such Borrower.

         (d)      A certificate, signed by any Designated Financial Officer of
                  the Company, stating that on the date of the initial funding
                  under the Original Credit Agreement all of the representations
                  in the Original Credit Agreement made by the Company and the
                  Foreign Subsidiary Borrowers were true and correct and no
                  Default or Unmatured Default had occurred or was continuing.


                                       46
<PAGE>   53
         (e)      Written opinions of counsel to the Company, addressed to the
                  Lenders in substantially the form of Exhibit D hereto.

         (f)      Written opinions of each Foreign Subsidiary Borrower's
                  counsel, addressed to the Lenders consistent with the form of
                  opinion request attached hereto as Exhibit E.

         (g)      Written money transfer instructions, in substantially the form
                  of Exhibit F hereto, addressed to the Administrative Agent and
                  signed by an Authorized Officer, together with such other
                  related money transfer authorizations as the Administrative
                  Agent may have reasonably requested.

         (h)      Evidence satisfactory to the Administrative Agent and the
                  Syndication Agent that the Lenders, such Agents and the Joint
                  Book Runners received all fees agreed to in the fee letters
                  dated May 25, 2000 among such Agent or Agents, Arvin, Meritor
                  and the Company or thereunder required to be paid, and all
                  expenses for which invoices have been presented, on or before
                  two Business Days prior to the date of the initial funding
                  under the Original Credit Agreement.

         (i)      (x) Satisfactory audited consolidated financial statements of
                  each of Arvin and Meritor for the two most recent fiscal years
                  ended prior to the Original Closing Date as to which such
                  financial statements were then available, (y) satisfactory
                  unaudited interim consolidated financial statements of each of
                  Arvin and Meritor for each quarterly period ended subsequent
                  to the date of the latest financial statements delivered
                  pursuant to clause (x) of this paragraph as to which such
                  financial statements were then available, and (z) satisfactory
                  pro forma post-Merger consolidated balance sheet and financial
                  projections of the Company which were consistent with the
                  information included in the Bank Book.

         (j)      Evidence satisfactory to the Administrative Agent and the
                  Syndication Agent that (i) the Board of Directors of each of
                  Arvin and Meritor approved the Merger, (ii) each of Arvin and
                  Meritor received all material governmental, third-party and
                  regulatory approvals necessary in connection with the Merger
                  (which approvals shall be full force and effect), (iii) each
                  of Arvin and Meritor received all necessary shareholder
                  approvals in connection with the Merger, (iv) the terms of the
                  Merger had not changed in any material respect from those
                  disclosed in the preliminary proxy statement/prospectus filed
                  by Arvin and Meritor on May 5, 2000 with the Securities and
                  Exchange Commission, as amended by Amendment No. 1 thereto
                  filed on June 2, 2000 with the Securities and Exchange
                  Commission and (v) the Merger had been consummated.

         (k)      Evidence satisfactory to the Administrative Agent and the
                  Syndication Agent that all material governmental and
                  third-party approvals necessary or advisable, in the
                  discretion of such Agents, in connection with the financing
                  contemplated by the Original Credit Agreement and the
                  continuing operations of the Company and its Subsidiaries had
                  been obtained and were then in full force and effect.

         (l)      Documentation evidencing the termination of the Existing
                  Pre-Merger Credit Agreements and repayment of all obligations,
                  indebtedness and liabilities outstanding thereunder or the
                  arrangement for such termination and repayment from the
                  proceeds of the initial Loans under the Original Credit
                  Agreement.


                                       47
<PAGE>   54
         (m)      Documentation satisfactory to the Administrative Agent and the
                  Syndication Agent demonstrating that (i) except as set forth
                  on Schedule 4 hereto, the obligor on all then outstanding
                  public Indebtedness of the Company and its Subsidiaries was
                  the Company, (ii) other than with respect to the outstanding
                  guaranteed Subsidiary subordinated Indebtedness, none of the
                  Company's Subsidiaries shall be co-obligors or guarantors of
                  the Company's Indebtedness unless such Subsidiaries similarly
                  become co-obligors or guarantors of the Indebtedness under the
                  Original Credit Agreement and under the 364-Day credit
                  agreement executed on even date therewith and (iii) all such
                  outstanding subordinated Indebtedness was then subordinated to
                  the Indebtedness under the Original Credit Agreement and such
                  364-day credit agreement.

         (n)      Such other documents as the Administrative Agent and the
                  Syndication Agent or their counsel may have reasonably
                  requested including, without limitation, each document
                  reflected on the List of Closing Documents attached as Exhibit
                  I to this Agreement.

         4.2. Each Advance. The Lenders shall not be required to make any Loans
nor shall any Issuer be required to issue any Letter of Credit, unless on the
applicable Borrowing Date and after giving effect to such extension of credit:

         (a) There exists no Default or Unmatured Default.

         (b) The representations and warranties contained in Article V (except
Section 5.5, which shall only apply as a condition to the initial Loans
hereunder) are true and correct as of such Borrowing Date except to the extent
any such representation or warranty is stated to relate solely to an earlier
date, in which case such representation or warranty shall be true and correct on
and as of such earlier date.

         (c) All legal matters incident to the making of such Loans or the
issuance of such Facility Letter of Credit shall be satisfactory to the
Administrative Agent and the Syndication Agent and their counsel.

         (d) If such Loan is an initial Loan to a Foreign Subsidiary Borrower,
the Agents shall have received a Foreign Subsidiary Opinion in respect of such
Foreign Subsidiary Borrower and such other documents reasonably requested by the
Agents.

         Each borrowing notice with respect to each borrowing by a Borrower
hereunder or each request for an issuance of a Facility Letter of Credit shall
constitute a representation and warranty by the Company and such Borrower that
the conditions contained in Sections 4.2(a) and (b) have been satisfied.

         4.3. Effectiveness of this Agreement. The amended and restated terms
set forth in this Agreement shall not be effective unless the Borrowers (or, in
the case of clause (a) below, the applicable signatories) shall have furnished
to the Agents, with sufficient copies for the Lenders, each of the following:

         (a)      Duly executed originals of this Agreement from each of the
                  Borrowers, the "Required Lenders" under and as defined in the
                  Original Credit Agreement, the Administrative Agent and the
                  Syndication Agent.

         (b)      An updated incumbency certificate, executed by the Secretary
                  or an Assistant Secretary of each Borrower, which shall
                  identify by name and title and bear the signature of the
                  officers of such Borrower authorized to sign the applicable
                  Loan Documents and to make


                                       48
<PAGE>   55
                  borrowings hereunder, upon which certificate the Agents and
                  the Lenders shall be entitled to rely until informed of any
                  change in writing by such Borrower.

         (c)      A certificate, signed by any Designated Financial Officer of
                  the Company, stating that on the Closing Date all of the
                  representations in this Agreement made by the Company and the
                  Foreign Subsidiary Borrowers are true and correct and no
                  Default or Unmatured Default has occurred or is continuing.

         (d)      Evidence satisfactory to the Administrative Agent and the
                  Syndication Agent that the Lenders, such Agents and the Joint
                  Book Runners have received all expenses for which invoices
                  have been presented on or before two Business Days prior to
                  the Closing Date.

         (e)      Evidence satisfactory to the Administrative Agent and the
                  Syndication Agent that the Company and the lenders under the
                  364-Day Credit Agreement shall have executed (substantially
                  concurrently herewith) the 364-Day Credit Agreement in form
                  and substance acceptable to the Administrative Agent and the
                  Syndication Agent.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         Each of the Company and the Foreign Subsidiary Borrowers (insofar as
the representations and warranties set forth below relate solely to such Foreign
Subsidiary Borrower) represents and warrants to the Lenders that:

         5.1. Corporate Existence and Standing. Each of the Company and its
Subsidiaries is a corporation, partnership, limited liability company or other
organization duly incorporated or organized, validly existing and in good
standing (in jurisdictions where applicable) under the laws of its jurisdiction
of incorporation or organization and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted and where the
failure to be in good standing or authorized to conduct business would have a
Material Adverse Effect.

         5.2. Authorization and Validity. Each Borrower has the corporate or
other power and authority and legal right to execute and deliver the Loan
Documents to which it is a party and to perform its obligations thereunder. The
execution and delivery by each of the Borrowers of the Loan Documents to which
it is a party and the performance of their obligations thereunder have been duly
authorized by proper corporate proceedings, and the Loan Documents to which they
are a party constitute legal, valid and binding obligations of the Borrowers
enforceable against the Borrowers in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally.

         5.3. No Conflict; Government Consent. Neither the execution and
delivery by the Borrowers of the Loan Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Company or any of its Subsidiaries or the
Company's or any Subsidiary's articles of incorporation or by-laws or comparable
constitutive documents or the provisions of any indenture, instrument or
agreement to which the Company or any of its Subsidiaries is a party or is
subject, or by which it, or its Property, is bound, or conflict with or
constitute a default thereunder, or result in the creation or imposition of any
Lien (other than any Lien permitted by Section 6.14) in, of or on the Property
of the Company or a Subsidiary pursuant to the terms of any such indenture,
instrument or agreement, except for any such violation, conflict or default as
would not reasonably be expected to


                                       49
<PAGE>   56
have a Material Adverse Effect. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize, or is required in connection with the
execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, any of the Loan Documents.

         5.4. Financial Statements. The September 30, 2000 consolidated
financial statements of the Company heretofore delivered to the Lenders were
prepared in accordance with generally accepted accounting principles in effect
on the date such statements were prepared and fairly present the consolidated
financial condition and operations of the Company at such date and the
consolidated results of their operations for the period then ended. The
consolidated financial statements of the Company and its Subsidiaries included
in the Bank Book heretofore delivered to the Lenders fairly present the
consolidated financial condition of the Company and its Subsidiaries at the date
of such financial statements in accordance with generally accepted accounting
principles. The projected statements of income and cash flows of the Company
contained in the Bank Book (the "PROJECTIONS") are based on estimates and
assumptions considered reasonable by the Company's management and the best
information available to the Company's management at the time made, and use
information consistent with the plans of the Company.

         5.5. Material Adverse Change. As of the Closing Date, (i) since the
audited financial statements for the Company for the fiscal year ended September
30, 2000 (as reflected in the Company's Form 10-K filed with respect to the
fiscal year ending on such date) and (ii) the financial statements and
Projections contained in the Bank Book, there has been no change in the
business, Property or financial condition of the Company and its Subsidiaries
which has had or could reasonably be expected to have a Material Adverse Effect.

         5.6. Taxes. The Company and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes shown as due pursuant to said returns or pursuant
to any assessment received by the Company or any of its Subsidiaries, except
such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been provided in accordance with Agreement Accounting
Principles and such failures to file or pay, if any, as would not reasonably be
expected to have a Material Adverse Effect. No tax liens have been filed and no
claims are being asserted with respect to any such taxes, other than as
permitted by Section 6.14. The charges, accruals and reserves on the books of
the Company and its Subsidiaries in respect of any taxes or other governmental
charges are adequate.

         5.7. Litigation and Contingent Obligations. Except as set forth on
Schedule 5 hereto, there is no litigation, arbitration, governmental
investigation, proceeding or inquiry pending, or, to the knowledge of any of
their officers, threatened against or affecting the Company or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect or which seeks to prevent, enjoin or delay the making of the Loans or
Advances. Other than any liability incident to such litigation, arbitration or
proceedings, the Company and its Subsidiaries have no material contingent
obligations not provided for or disclosed in the financial statements referred
to in Section 5.4.

         5.8. Subsidiaries. As of the Closing Date, Schedule 6 hereto contains
an accurate list of all of the presently existing Significant Subsidiaries of
the Company, setting forth their respective jurisdictions of incorporation and
the percentage of their respective Capital Stock owned by the Company or other
Subsidiaries. All of the issued and outstanding shares of Capital Stock of such
Significant Subsidiaries have been duly authorized and issued and are fully paid
and non-assessable.


                                       50
<PAGE>   57
         5.9. ERISA. The aggregate of (i) the Unfunded Liabilities under the
Plans and (ii) difference between the present value of the accrued benefits
under the Foreign Plans and the fair market value of the assets of such Foreign
Plans (in U.S. Dollar equivalent amount) does not exceed $35,000,000. Each Plan
and each Material Foreign Plan complies in all material respects with all
applicable requirements of law and regulations, and except as set forth on
Schedule 7 hereto, no Reportable Event has occurred within the past six years
with respect to any Plan (except with respect to transfers of assets made in
accordance with applicable law and regulations), neither the Company nor any
other Subsidiary has withdrawn from any Plan or initiated steps to do so, and no
steps have been taken to reorganize or terminate any Plan or Material Foreign
Plan within the past six years.

         5.10. Accuracy of Information. No written information, exhibit or
report furnished by the Company or any of its Subsidiaries to the Agents or to
any Lender in connection with the negotiation of, or compliance with, the Loan
Documents, contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading as of the date thereof.

         5.11. Regulation U. Margin Stock constitutes less than 25% of the
assets of the Company and its Subsidiaries which are subject to any limitation
on sale, pledge or other restriction hereunder.

         5.12. Material Agreements. Neither the Company nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (a) any agreement to which it is a party, which default
might have a Material Adverse Effect or (b) any agreement or instrument
evidencing or governing Material Liabilities.

         5.13. Compliance With Laws. The Company and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof, having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property if failure to comply
could reasonably be expected to have a Material Adverse Effect.

         5.14. Plan Assets; Prohibited Transactions. The Company and its
Subsidiaries have not engaged in any prohibited transaction within the meaning
of Section 406 of ERISA or Section 4975 of the Code which could result in
liability individually or in the aggregate in excess of $35,000,000; and neither
the execution of this Agreement nor the making of Loans (assuming that the
Lenders do not fund any of the Loans with any "plan assets" as defined under
ERISA) hereunder give rise to a non-exempt prohibited transaction within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

         5.15. Environmental Matters. Neither the Company nor any Subsidiary has
received any notice to the effect that its operations are not in material
compliance with any of the requirements of applicable Environmental Laws or are
the subject of any federal or state investigation evaluating whether any
remedial action is needed to respond to a release of any toxic or hazardous
waste or substance into the environment, which non-compliance or remedial action
could reasonably be expected to have a Material Adverse Effect.

         5.16. Investment Company Act. No Borrower is an "investment company" or
a company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.


                                       51
<PAGE>   58
         5.17. Public Utility Holding Company Act. No Borrower is a "holding
company" or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

         5.18. Foreign Subsidiary Borrowers. In addition to the other
representations and warranties made by the Foreign Subsidiary Borrowers in this
Article V, each Foreign Subsidiary Borrower represents and warrants to the
Lenders that:

         (a) Each Foreign Subsidiary Borrower is a direct or indirect
Wholly-Owned Subsidiary of the Company (excluding director qualifying shares);

         (b) Such Foreign Subsidiary Borrower is a company duly formed and
validly existing and in good standing (or equivalent status) under the laws of
the state or country of its organization and has the requisite power and
authority to own its property and assets and to carry on its business
substantially as now conducted except where the failure to have such requisite
authority would not have a material adverse effect on such Foreign Subsidiary
Borrower; and

         (c) Each Foreign Subsidiary Borrower will have, upon becoming a party
hereto, all right and authority to enter into the applicable Joinder Agreement,
this Agreement and each other Loan Document to which it is a party, and to
perform all of its obligations under this and each other Loan Document to which
it is a party, and the performance by it of its obligations hereunder and
thereunder have been duly authorized by proper corporate proceedings; all of the
foregoing actions will have been taken prior to any request for Loans or Letters
of Credit by such Borrower, duly authorized by all necessary action on the part
of such Borrower, and when such Foreign Subsidiary Borrower becomes a party
hereto, this Agreement and each other Loan Document to which it is a party will
constitute valid and binding obligations of such Borrower enforceable in
accordance with their respective terms except as such terms may be limited by
the application of bankruptcy, moratorium, insolvency and similar laws affecting
the rights of creditors generally.

                                   ARTICLE VI
                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders (or all
of the Lenders if required pursuant to Section 8.2) shall otherwise consent in
writing (or the Agent shall, on behalf of such Lenders consent in writing):

         6.1. Financial Reporting. The Company will maintain, for itself and
each Subsidiary, a system of accounting enabling it to provide consolidated
financial statements for the Company and its Subsidiaries in accordance with
Agreement Accounting Principles and furnish to the Lenders:

                  (i) within 120 days after the close of each of the Company's
         fiscal years, an unqualified audit report certified by independent
         public accountants, acceptable to the Lenders, prepared in accordance
         with Agreement Accounting Principles on a consolidated basis for itself
         and its Subsidiaries, including balance sheets as of the end of such
         period, related profit and loss and reconciliation of surplus
         statements and a statement of cash flows;

                  (ii) within 60 days after the close of the first three
         quarterly periods of each of the Company's fiscal years for the Company
         and its Subsidiaries, consolidated unaudited balance sheets as at the
         close of each such period and consolidated profit and loss and
         reconciliation of


                                       52
<PAGE>   59
         surplus statements and a statement of cash flows for the period from
         the beginning of such fiscal year to the end of such quarter, all
         certified by a Designated Financial Officer;

                  (iii) together with the financial statements required under
         Sections 6.1(i) and (ii), commencing with the financial statements
         delivered for the quarter ending June 30, 2001, a certificate signed by
         a Designated Financial Officer in the form of Exhibit C hereto, setting
         forth in reasonable detail calculations (which calculations shall be
         made in accordance with Agreement Accounting Principles) showing
         compliance with Sections 6.10 through 6.22, and stating that no Default
         or Unmatured Default exists or existed during the applicable period, or
         if any Default or Unmatured Default exists or existed, stating the
         nature and status thereof;

                  (iv) if requested by the Administrative Agent, within 180 days
         after the close of each fiscal year, financial information regarding
         the Company's Plans as the Administrative Agent may reasonably request,
         certified as prepared in accordance with generally accepted actuarial
         principles and practices by an actuary enrolled under ERISA, as well as
         financial information regarding any Material Foreign Plans, certified
         as prepared in accordance with locally accepted actuarial principles
         and practices by a locally qualified actuary;

                  (v) as soon as possible and in any event within ten days after
         the Company knows that any Reportable Event has occurred with respect
         to any Plan, a statement, signed by an Authorized Officer of the
         Company, describing said Reportable Event and the action which the
         Company proposes to take with respect thereto;

                  (vi) promptly upon the furnishing thereof to the shareholders
         of the Company, copies of all financial statements, reports and proxy
         statements so furnished;

                  (vii) promptly upon the filing thereof, copies of all
         registration statements, current reports and annual, quarterly, or
         other regular reports which the Company files with the Securities and
         Exchange Commission, including, without limitation, all reports on Form
         10-K, 10-Q and 8-K; and

                  (viii) such other information (including non-financial
         information) as the Administrative Agent or any Lender may from time to
         time reasonably request.

          Notwithstanding anything to the contrary, the Company shall be deemed
          to have complied with the delivery requirements under clauses (i),
          (ii), (vi) and (vii) hereof by providing notification (which may be in
          electronic format) to the Lenders that the required documents are
          publicly available through the Company's web site or other publicly
          available electronic medium and providing the hyperlink or appropriate
          other locational information for obtaining such information.

         6.2. Use of Proceeds. The Company will, and will cause each Subsidiary
to, use the proceeds of the Advances for the Company's general corporate
purposes, including to finance the Borrowers' and their Subsidiaries' working
capital needs and for commercial paper backstop; provided that:

                  (a) any Advances used to purchase or carry Margin Stock shall
         be in compliance with Regulation U;

                  (b) no portion of the proceeds of any Advance shall be used in
         contravention of any applicable law or regulation; and


                                       53
<PAGE>   60
                  (c) no portion of the proceeds of any Advance shall be used,
         directly, or indirectly, to provide funds for any Acquisition unless,
         at the time such funds are so used, the Board of Directors (or persons
         exercising similar functions) of the issuer of the securities to be
         acquired shall have either (x) approved such Acquisition and
         recommended it to shareholders of the securities to be acquired, or (y)
         neither approved nor disapproved such Acquisition nor made any
         recommendation to the shareholders of the securities to be acquired.

         6.3. Notice of Default. The Company and each Foreign Subsidiary
Borrower will, and will cause each other Subsidiary to, give notice (not later
than five days after an Authorized Officer of the Company or such Foreign
Subsidiary Borrower becomes aware of such occurrence) in writing to the Lenders
of the occurrence of (a) any Default or Unmatured Default and (b) that any other
development, financial or otherwise (including any litigation), which could
reasonably be expected to have a Material Adverse Effect.

         6.4. Conduct of Business. The Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate existence of the Foreign Subsidiary Borrowers and
each other Subsidiary in accordance with the respective organizational documents
of each such Person and the rights (charter and statutory) and material
franchises of the Company, each Foreign Subsidiary Borrower and each other
Subsidiary; provided that (except as otherwise provided herein) the Company
shall not be required to preserve any such right or franchise, or the existence
of any Subsidiary (except for the Foreign Subsidiary Borrowers), if the
discontinuance thereof could not reasonably be expected to have a Material
Adverse Effect.

         6.5. Taxes. The Company will, and will cause each Subsidiary to, pay
when due all taxes, assessments and governmental charges and levies upon it or
its income, profits or property, except those which are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves
have been set aside in accordance with Agreement Accounting Principles.

         6.6. Insurance. The Company will, and will cause each Subsidiary to,
maintain with insurance companies satisfactory to the Company insurance in such
amounts and covering such risks as the Company's management deems consistent
with sound business practice, and the Company will furnish to any Lender upon
reasonable request full information as to the insurance carried.

         6.7. Compliance with Laws. The Company will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject except
those with which the failure to comply would not reasonably be expected to have
a Material Adverse Effect.

         6.8. Maintenance of Properties. The Company will, and will cause each
Subsidiary to, do all things reasonably necessary to maintain, preserve, protect
and keep its material Property in good repair, working order and condition in
all material respects (ordinary wear and tear excepted), and make all necessary
and proper repairs, renewals and replacements material to its business so that
its business carried on in connection therewith may be properly conducted at all
times.

         6.9. Inspection. The Company will, and will cause each Subsidiary to,
permit the Administrative Agent, the Syndication Agent and any or each Lender,
by their respective representatives and agents, to inspect any of the Property,
corporate books and financial records of the Company and each Subsidiary, to
examine and make copies of the books of accounts and other financial records of
the Company and each Subsidiary, and to discuss the affairs, finances and
accounts of the Company and each Subsidiary


                                       54
<PAGE>   61
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Administrative Agent, Syndication Agent or
Lender, as the case may be, may designate.

         6.10. Priority Indebtedness. The Company will not, nor will it permit
any Subsidiary to create, incur or suffer to exist any Priority Indebtedness
unless, at the time of the creation, incurrence or assumption of such Priority
Indebtedness and after giving effect thereto, the aggregate amount of all such
Priority Indebtedness does not exceed an amount equal to 60% of the consolidated
Net Worth of the Company and its Subsidiaries at such time.

         6.11. Merger. The Company will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except that,

                  (a) any Subsidiary may merge or consolidate with the Company
         (provided that the Company shall be the surviving corporation) or with
         any one or more other Subsidiaries, provided, however, that in the case
         of any such merger or consolidation involving a Foreign Subsidiary
         Borrower, the surviving corporation assumes all of such Borrower's
         obligations under this Agreement and remains or becomes a Foreign
         Subsidiary Borrower; and

                  (b) the Company may merge or consolidate with any other entity
         provided that the Company shall be the surviving corporation and that
         after giving effect thereto no Default or Unmatured Default shall exist
         and be continuing.

         6.12. Sale of Assets. The Company will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property, to any other
Person (other than the Company or a Wholly-Owned Subsidiary), except:

                  (i) any Subsidiary may sell, lease, transfer or otherwise
         dispose of any of its assets to the Company or another Subsidiary;

                  (ii) the Company or its Subsidiaries may transfer an interest
         in Receivables, Receivables Related Security, accounts or notes
         receivable on a limited recourse basis under the Receivables Purchase
         Documents, provided that such transfer qualifies as a legal sale and as
         a sale under Agreement Accounting Principles;

                  (iii) the Company and its Subsidiaries may sell, lease,
         transfer or otherwise dispose of inventory and equipment in the
         ordinary course of business;

                  (iv) during the 18-month period after Closing Date and in
         connection with the Company's continuing integration of the Arvin and
         Meritor businesses, the Company and its Subsidiaries may sell, lease,
         transfer or otherwise dispose of plants and real estate, provided that
         the aggregate book value of all such plants and real estate so sold,
         leased, transferred or otherwise disposed (together with all such
         plants and real estate sold prior to the Closing Date) does not exceed
         $225,000,000 and provided prior to the consummation of such
         transaction, notice of such sale, lease, transfer or other disposition
         shall have been provided by the Company to the Administrative Agent
         identifying such transaction as an integration transaction pursuant to
         the terms of this clause (iv);

                  (v) the Company may sell its interests in each of Roll Coater,
         Inc., an Indiana corporation, and AVM, Inc., a South Carolina
         corporation, in its entirety or in a series of one or more
         transactions; and


                                       55
<PAGE>   62
                  (vi) Other leases, sales, sales and leasebacks or other
         dispositions of its Property that, (a) are not for less than fair
         market value and (b) together with all other Property of the Company
         and its Subsidiaries previously leased, sold or disposed of (other than
         as provided in clauses (i) through (v) above) as permitted by this
         Section during the twelve-month period ending with the month prior to
         the month in which any such lease, sale or other disposition occurs, do
         not constitute a Substantial Portion of the Property of the Company and
         its Subsidiaries, excluding from such calculation sales, leases, sale
         leasebacks or other dispositions where the fair market value of the
         asset sold in such transaction (or a series of related transactions)
         does not exceed $500,000.

         6.13. Conduct of Business; Investments and Acquisitions. Neither the
Company nor any of its Subsidiaries shall engage in any business other than the
businesses engaged in by the Company or such Subsidiaries on the date hereof and
any business or activities which are reasonably similar, related or incidental
thereto or logical extensions thereof. The Company will not, nor will it permit
any Subsidiary to make or suffer to exist any Investments (including, without
limitation, loans and advances to, and other Investments in, Subsidiaries which
are not Wholly-Owned Subsidiaries), or commitments therefor, or make any
Acquisition of any Person, unless after giving effect to such Investment or
Acquisition, on a pro forma basis (i) no Default or Unmatured Default shall have
occurred and be continuing or would result therefrom and (ii) all of the
representations and warranties contained herein shall be true and correct.

         6.14. Liens. The Company will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Company or any of its Subsidiaries, except:

                  (i) Liens for taxes, assessments or governmental charges or
         levies on its property if the same shall not at the time be delinquent
         or thereafter can be paid without penalty, or are being contested in
         good faith and by appropriate proceedings, and provided that adequate
         reserves therefor are being maintained in accordance with Agreement
         Accounting Principles;

                  (ii) Liens imposed by law, such as carriers', warehousemen's
         and mechanics' liens and other similar liens arising in the ordinary
         course of business which secure payment of obligations not more than 60
         days past due;

                  (iii) Liens arising out of pledges or deposits under worker's
         compensation laws, unemployment insurance, old age pensions, or other
         social security or retirement benefits, or similar legislation;

                  (iv) utility easements, building restrictions and such other
         encumbrances or charges against real property as are of a nature
         generally existing with respect to properties of a similar character
         and which do not in any material way affect the marketability of the
         same or interfere with the use thereof in the business of the Company
         or the Subsidiaries;

                  (v) lessors' interests under Capitalized Leases;

                  (vi) Liens in favor of the Company or any Lien granted by any
         Subsidiary in favor of a Wholly-Owned Subsidiary;

                  (vii) Liens existing on such Property at the time of its
         acquisition (directly or indirectly) (other than any such Lien created
         in contemplation of such acquisition);


                                       56
<PAGE>   63
                  (viii) Liens on the Property of a Person that is merged with
         or into the Company or a Subsidiary or of a Person that becomes a
         Subsidiary after the Closing Date (in each case to the extent such
         merger, Acquisition or Investment is otherwise permitted by this
         Agreement), provided that (A) such Liens existed at the time such
         Person was so merged or became a Subsidiary and were not created in
         anticipation of any such transaction, (B) any such Lien does not by its
         terms cover any additional property or assets acquired after the time
         such Person was so merged or became a Subsidiary, and (C) any such Lien
         does not by its terms secure any Indebtedness other than Indebtedness
         existing immediately prior to the time such Person was so merged or
         became a Subsidiary;

                  (ix) Liens resulting from the deposit of funds or evidences of
         Indebtedness in trust for the purpose of defeasing Indebtedness of the
         Company or any Subsidiary;

                  (x) Bank setoff rights arising in the ordinary course of
         business;

                  (xi) Deposits or Liens to secure the performance (and not
         securing any Indebtedness) of statutory obligations, surety and appeal
         bonds, performance bonds and other obligations of like nature incurred
         in the ordinary course of business;

                  (xii) Judgment or other similar Liens arising in connection
         with legal proceedings so long as the execution or other enforcement
         thereof is effectively stayed and the claims secured thereby are being
         contested in good faith by appropriate proceedings and the Company or
         such Subsidiary, as the case may be, has established appropriate
         reserves against such claims in accordance with Agreement Accounting
         Principles;

                  (xiii) Liens arising under the Loan Documents, including
         Section 2.19.7, and Liens arising under the 364-Day Credit Agreement
         and the related loan documents;

                  (xiv) Liens on Receivables and Related Security arising in
         connection with connection with Permitted Receivables Transfers;

                  (xv) Any extension, renewal or replacement (or successive
         extension, renewal, or replacement) in whole or in part, of any Lien
         referred to in the foregoing clauses (i) through (xiv) inclusive;
         provided, however, that the principal amount of Indebtedness secured
         thereby shall not exceed the principal amount of Indebtedness so
         secured at the time of such extension, renewal or replacement, and that
         such extension, renewal or replacement shall be limited to all or a
         part of the property which secured the Lien so extended, renewed or
         replaced (plus improvements on such property);

                  (xvi) other Liens, provided that the aggregate amount of the
         obligations secured thereby does not at any time exceed an amount which
         would cause a Default or Unmatured Default to occur or be continuing
         hereunder, including, without limitation, under Section 6.10.

In addition, neither the Company nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of or require any equal and ratable
sharing of a Lien on any of its properties or other assets in favor of the
Agents, the Issuers, the Swing Line Bank and the Lenders, as collateral for the
Obligations; provided, that any agreement, note, indenture or other instrument
in connection with purchase money Indebtedness (including Capitalized Leases)
may prohibit the creation of a Lien in favor thereof on the items of property
obtained with the proceeds of such purchase money Indebtedness; provided,
further, that the


                                       57
<PAGE>   64
Receivables Purchase Documents may prohibit the creation of a Lien with respect
to all of the assets of the SPV and with respect to the Receivables and Related
Security of any of the Originators in favor thereof as collateral for the
Obligations.

         6.15. Transactions with Affiliates and Joint Ventures. Except for
Permitted Related Party Transactions and Permitted Strategic Transactions, the
Company will not, and will not permit any Subsidiary to, enter into any
transaction (including, without limitation, the purchase or sale of any Property
or service) with, or make any payment or transfer to, any Affiliate or Joint
Venture except in the ordinary course of business and pursuant to the reasonable
requirements of the Company's or such Subsidiary's business and upon fair and
reasonable terms (taken as a whole) not materially less favorable to the Company
or the Company and its Subsidiaries (taken as a whole) than would occur in a
comparable arms-length transaction.

         6.16. Contingent Obligations. The Company will not, nor will it permit
any Subsidiary to, make or suffer to exist any Contingent Obligation (including,
without limitation, any Contingent Obligation with respect to the obligations of
a Subsidiary) in respect of any Indebtedness except in connection with
Indebtedness which if directly incurred by the Company or such Subsidiary, as
applicable, would not result in a violation of Sections 6.10, 6.20 or 6.21.

         6.17. Sale and Leaseback. The Company will not, nor will it permit any
Subsidiary to, sell or transfer any property in order to concurrently or
subsequently lease as lessee such or similar property if the aggregate book
value of all such property sold and concurrently or subsequently leased back by
the Company or a Subsidiary plus the book value of assets subject to Liens would
exceed the amount permitted by Section 6.12(vi).

         6.18. Subordinated Indebtedness; Restricted Payments. The Company will
not, and will not permit any of its Subsidiaries to (a) make any amendment or
modification to the indenture, note or other agreement evidencing or governing
any subordinated Indebtedness of the Company or its Subsidiaries, or (b)
directly or indirectly voluntarily prepay, defease or in substance defease,
purchase, redeem, retire or otherwise acquire, any such subordinated
Indebtedness or make any other Restricted Payments; provided, however, the
Company may declare or make any Restricted Payment if no Default or Unmatured
Default shall have occurred and be continuing at the date of declaration or
payment thereof or would result therefrom.

         6.19. Additional Guarantees. The Company will not permit any of its
Subsidiaries to become co-obligors or guarantors of any Indebtedness or
Off-Balance Sheet Liabilities of the Company unless such Subsidiaries similarly
become co-obligors or guarantors of the Indebtedness hereunder and under the
364-Day Credit Agreement.

         6.20. Debt Ratio. The Company shall not permit its Debt Ratio,
calculated on a consolidated basis for the Company and its Subsidiaries, to
exceed 3.25 to 1.0 on the last day of any fiscal quarter.

         6.21. Fixed Charge Coverage Ratio. The Company shall not permit its
Fixed Charge Coverage Ratio, calculated on a consolidated basis for the Company
and its Subsidiaries, to be less that (a) 1.25 to 1.00 on the last day of any
fiscal quarter from the Closing Date through and including the fiscal quarter
ending March 31, 2002 and (b) 1.50 to 1.00 on the last day of any fiscal quarter
thereafter.

         6.22. Financial Contracts. The Company shall not and shall not permit
any of its Subsidiaries to enter into any Financial Contracts other than
Financial Contracts entered into by the Company or its Subsidiaries pursuant to
which the Company or such Subsidiary has hedged its or its Subsidiaries'


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<PAGE>   65
reasonably estimated interest rate, foreign currency or commodity exposure and
which are of a non-speculative nature.

                                   ARTICLE VII
                                    DEFAULTS

         7.1. Defaults. The occurrence of any one or more of the following
events shall constitute a Default:

         7.1.1. Any written representation or warranty made or deemed made by or
on behalf of the Company or its Subsidiaries to the Lenders or the Agents in any
Loan Document, in connection with any Loan or Facility Letter of Credit, or in
any certificate or information delivered in writing in connection with any Loan
Document shall be false in any material respect on the date as of which made.

         7.1.2. Nonpayment of principal of any Loan when due, or nonpayment of
interest on any Loan within five days after the same becomes due, or nonpayment
of fees or any other obligations under any of the Loan Documents within ten days
after the same becomes due.

         7.1.3. The breach by any Borrower of any of the terms or provisions of
Sections 6.1 through 6.3 or 6.10 through 6.22.

         7.1.4. The breach by any Borrower (other than a breach which
constitutes a Default under Sections 7.1.1, 7.1.2, 7.1.3, 7.1.5 or 7.1.6) of any
of the terms or provisions of this Agreement or any other Loan Document which is
not remedied within 30 days after the earlier of (a) the date on which any
Authorized Officer of the Company has actual knowledge thereof and (b) the
receipt of written notice from any Agent or the Required Lenders.

         7.1.5. Failure of the Company, a Foreign Subsidiary Borrower or any
other Subsidiary to pay (i) any Indebtedness under the 364-Day Credit Agreement
or (ii) any other Indebtedness (other than the Indebtedness hereunder), Priority
Indebtedness or Off-Balance Sheet Liabilities with a principal amount
individually or in the aggregate in excess of $35,000,000 when due (the
Indebtedness, Priority Indebtedness and Off-Balance Sheet Liabilities in this
clause (ii) being referred to as "MATERIAL LIABILITIES"), or the default by the
Company, any Foreign Subsidiary Borrower or any other Subsidiary in the
performance of any other term, provision or condition contained in the 364-Day
Credit Agreement or any other agreement under which any such Material
Liabilities was created or is governed, the effect of which is to cause, or to
permit the holder or holders of such Indebtedness under the 364-Day Credit
Agreement or such Material Liabilities to cause, such Indebtedness or Material
Liabilities to become due prior to its stated maturity; or any such Indebtedness
under the 364-Day Credit Agreement or such Material Liabilities shall be
declared to be due and payable or required to be prepaid (other than by a
regularly scheduled payment), prior to the stated maturity thereof.

         7.1.6. The Company, any of its Significant Subsidiaries or any Foreign
Subsidiary Borrower shall (i) have an order for relief entered with respect to
it under the United States bankruptcy laws as now or hereafter in effect or
cause or allow any similar event to occur under any bankruptcy or similar law or
laws for the relief of debtors as now or hereafter in effect in any other
jurisdiction, (ii) make an assignment for the benefit of creditors, (iii) apply
for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator, monitor or similar official for it or
any substantial part of its Property, (iv) institute any proceeding seeking an
order for relief under the United States bankruptcy laws as now or hereafter in
effect or seeking to adjudicate it a bankrupt or insolvent, or


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<PAGE>   66
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or any of its Property or its debts under any
law relating to bankruptcy, insolvency or reorganization or compromise of debt
or relief of debtors as now or hereafter in effect in any jurisdiction
including, without limitation, any organization, arrangement or compromise of
debt under the laws of its jurisdiction of incorporation, or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate action to authorize or effect any of
the foregoing actions set forth in this Section 7.1.6 or (vi) fail to contest in
good faith any appointment or proceeding described in Section 7.1.7.

         7.1.7. Without its application, approval or consent, a receiver,
trustee, examiner, liquidator or similar official shall be appointed for the
Company, any Significant Subsidiary or any Foreign Subsidiary Borrower or for
any substantial part of its Property, or a proceeding described in Section
7.1.6(iv) shall be instituted against the Company, any Significant Subsidiary or
any Foreign Subsidiary Borrower and such appointment continues undischarged or
such proceeding continues undismissed or unstayed for a period of 60 consecutive
days.

         7.1.8. Any court, government or governmental agency shall condemn,
seize or otherwise appropriate, or take custody or control of all or any
substantial portion of the Property of the Company, any Significant Subsidiary
or any Foreign Subsidiary Borrower taken as a whole.

         7.1.9. The Company, any Foreign Subsidiary Borrower or any other
Subsidiary shall fail within 30 days to pay, bond or otherwise discharge any
judgment or order for the payment of money in excess of $10,000,000 or any
judgments or orders for the payment of money, the total amount of which for the
Company, any Foreign Subsidiary Borrower and/or any other Subsidiary exceeds
$35,000,000, which are not stayed on appeal or otherwise being appropriately
contested in good faith.

         7.1.10. The Company or any of its Subsidiaries shall be the subject of
any proceeding or investigation pertaining to the release by the Company or any
of its Subsidiaries, or any other Person of any toxic or hazardous waste or
substance into the environment which could reasonably be expected to have a
Material Adverse Effect.

         7.1.11. The Company Guaranty shall fail to remain in full force or
effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of the Company Guaranty or any guarantor of the Obligations
shall fail to observe or comply with any of the terms or provisions of any
guaranty to which it is a party, or any guarantor of the Obligations denies that
it has any further liability under any guaranty to which it is a party, or gives
notice to such effect.

         7.1.12. The occurrence of any Change in Control.

                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1. Acceleration. (a) If any Default described in Section 7.1.6 or
7.1.7 occurs, (i) the obligations of the Lenders to make Loans hereunder and the
obligations of the Issuers to issue Facility Letters of Credit shall
automatically terminate and the Obligations shall immediately become due and
payable without presentment, demand, protest or notice of any kind, all of which
the Borrowers hereby expressly waive and without any election or action on the
part of any Agent or Lender and (ii) each Borrower will be and become thereby
unconditionally obligated, without the need for demand or the necessity of any
act or evidence, to deliver to the Administrative Agent, at its address
specified pursuant


                                       60
<PAGE>   67
to Article XIV, for deposit into the Letter of Credit Collateral Account, an
amount (the "COLLATERAL SHORTFALL AMOUNT") equal to the excess, if any, of

         (A) 100% of the sum of the aggregate maximum amount remaining available
to be drawn under the Facility Letters of Credit requested by such Borrower
(assuming compliance with all conditions for drawing thereunder) issued by an
Issuer and outstanding as of such time, over

         (B) the amount on deposit for such Borrower in the Letter of Credit
Collateral Account at such time that is free and clear of all rights and claims
of third parties (other than the Agents and the Lenders) and that has not been
applied by the Lenders against the Obligations of such Borrower.

         (b) If any Default occurs and is continuing (other than a Default
described in Section 7.1.6 or 7.1.7), (i) the Administrative Agent may with the
consent of the Required Lenders, and shall upon the direction of the Required
Lenders, terminate or suspend the obligations of the Lenders to make Loans and
the obligation of the Issuers to issue Facility Letters of Credit hereunder, or
declare the Obligations to be due and payable, or both, whereupon (if so
declared) the Obligations shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which the Borrowers
hereby expressly waive and (ii) the Administrative Agent may with the consent of
the Required Lenders, and shall upon the direction of the Required Lenders, upon
notice delivered to the Borrowers with outstanding Facility Letters of Credit
and in addition to the continuing right to demand payment of all amounts payable
under this Agreement, make demand on each such Borrower to deliver (and each
such Borrower will, forthwith upon demand by the Required Lenders and without
necessity of further act or evidence, be and become thereby unconditionally
obligated to deliver), to the Administrative Agent, at its address specified
pursuant to Article XIV, for deposit into the Letter of Credit Collateral
Account an amount equal to the Collateral Shortfall Amount payable by such
Borrower.

         (c) If at any time while any Default is continuing, the Administrative
Agent determines that the Collateral Shortfall Amount at such time is greater
than zero, the Administrative Agent may make demand on the Borrowers with
outstanding Facility Letters of Credit to deliver (and each such Borrower will,
forthwith upon demand by the Administrative Agent and without necessity of
further act or evidence, be and become thereby unconditionally obligated to
deliver), to the Administrative Agent as additional funds to be deposited and
held in the Letter of Credit Collateral Account an amount equal to such
Collateral Shortfall Amount payable by such Borrower at such time.

         (d) The Administrative Agent may at any time or from time to time after
funds are deposited in the Letter of Credit Collateral Account, apply such funds
to the payment of the Obligations of the relevant Borrowers and any other
amounts as shall from time to time have become due and payable by the relevant
Borrowers to the Lenders under the Loan Documents.

         (e) Neither the Borrowers nor any Person claiming on behalf of or
through the Borrowers shall have any right to withdraw any of the funds held in
the Letter of Credit Collateral Account. After all of the Obligations have been
indefeasibly paid in full, any funds remaining in the Letter of Credit
Collateral Account shall be returned by the Administrative Agent to the
applicable Borrower(s) or paid to whoever may be legally entitled thereto at
such time.

         (f) The Administrative Agent shall exercise reasonable care in the
custody and preservation of any funds held in the Letter of Credit Collateral
Account and shall be deemed to have exercised such care if such funds are
accorded treatment substantially equivalent to that which the Administrative
Agent accords its own property, it being understood that the Administrative
Agent shall not have any responsibility for taking any necessary steps to
preserve rights against any Persons with respect to any such funds.


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         8.2. Amendments.

         8.2.1. Subject to the provisions of this Article VIII, the Required
Lenders (or the Administrative Agent and the Syndication Agent with the consent
in writing of the Required Lenders) and the Borrowers may enter into agreements
supplemental hereto for the purpose of adding or modifying any provisions to the
Loan Documents or changing in any manner the rights of the Lenders or the
Borrowers hereunder or waiving any Default hereunder; provided, however, that no
such supplemental agreement shall, without the consent of each Lender affected
thereby (which, with respect to clauses (b), (d) and (e) below shall be deemed
to include all of the Lenders):

         (a) Extend the final maturity of any Loan or Reimbursement Obligation
or forgive all or any portion of the principal amount thereof, or reduce the
rate or extend the time of payment of interest or fees thereon.

         (b) Modify the percentage specified in the definition of Required
Lenders.

         (c) Extend the Facility Termination Date, or reduce the amount or
extend the payment date for, the mandatory payments required under Section 2.9,
or increase the amount of the Multicurrency Commitment or Revolving Credit
Commitment of any Lender hereunder, or permit any Borrower to assign its rights
under this Agreement (other than in connection with a transaction involving a
Foreign Subsidiary Borrower permitted pursuant to the terms of Section 6.11).

         (d) Amend this Section 8.2.1.

         (e) Release the Company or reduce any obligation of the Company in its
capacity as the Guarantor of the Obligations of the Foreign Subsidiary
Borrowers.

         8.2.2. In addition to amendments effected pursuant to the foregoing,
Schedule 3 may be amended as follows:

                  (i) Schedule 3 will be amended to add Subsidiaries of the
         Company as additional Foreign Subsidiary Borrowers upon (A) execution
         and delivery by the Company, any such Foreign Subsidiary Borrower and
         the Administrative Agent and the Syndication Agent, of a Joinder
         Agreement providing for any such Subsidiary to become a Foreign
         Subsidiary Borrower, and (B) delivery to the Agents of (x) a Foreign
         Subsidiary Opinion in respect of such additional Foreign Subsidiary
         Borrower and (y) such other documents with respect thereto as the
         Administrative Agent and the Syndication Agent shall reasonably
         request.

                  (ii) Schedule 3 will be amended to remove any Subsidiary as a
         Foreign Subsidiary Borrower upon (A) written notice by the Company to
         the Agents to such effect and (B) repayment in full of all outstanding
         Loans of such Foreign Subsidiary Borrower.

         8.2.3. With respect to any Schedules other than Schedule 3 (addressed
in Section 8.2.2 above) or Schedule 5, at any time at the request of the
Administrative Agent and at such additional times as the Company determines, the
Company shall supplement each schedule or representation herein or in the other
Loan Documents with respect to any matter hereafter arising which, if existing
or occurring at the date of this Agreement, would have been required to be set
forth or described in such schedule or as an exception to such representation or
which is necessary to correct any information in such schedule or representation
which has been rendered inaccurate thereby. Unless any such supplement to such
schedule or representation discloses the existence or occurrence of


                                       62
<PAGE>   69
events, facts or circumstances which are not prohibited by the terms of this
Agreement or any other Loan Documents, such supplement to such schedule or
representation shall not be deemed an amendment thereof unless expressly
consented to in writing by the Administrative Agent, the Syndication Agent and
the Required Lenders, and no such amendments, except as the same may be
consented to in a writing which expressly includes a waiver, shall be or be
deemed a waiver by the Agents or any Lender of any Default disclosed therein.
Any items disclosed in any such supplemental disclosures shall be included in
the calculation of any limits, baskets or similar restrictions contained in this
Agreement or any of the other Loan Documents.

         8.2.4. No amendment of any provision of this Agreement relating to any
Agent shall be effective without the written consent of such Agent. No amendment
of this Agreement relating to the Swing Line Bank shall be effective without the
written consent of the Swing Line Bank. No amendment of this Agreement relating
to any Issuer shall be effective without the written consent of such Issuer. No
amendment of any provision of this Agreement which subjects any Appointed Lender
to any additional obligation hereunder or otherwise affects its rights hereunder
as described in Section 12.5 shall be effective without the written consent of
such Appointed Lender or its Appointing Lender. The Administrative Agent may
waive payment of the fee required under Section 13.3.2 without obtaining the
consent of any other party to this Agreement.

         8.3. Preservation of Rights. No delay or omission of the Lenders or an
Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan notwithstanding the existence of a Default or the inability of
the Borrowers to satisfy the conditions precedent to such Loan shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Agents and the Lenders until the Obligations have been paid in
full.

                                   ARTICLE IX
                                    GUARANTY

         9.1. Guaranty. (a) The Company hereby unconditionally and irrevocably
guarantees to the Agents and the Lenders and their respective successors,
endorsees, transferees and assigns, the prompt and complete payment and
performance by the Foreign Subsidiary Borrowers when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations.

         (b) Without limiting the provisions of Section 10.7, the Company
further agrees to pay any and all expenses (including, without limitation, all
reasonable fees and disbursements of counsel) which may be paid or incurred by
any Agent or Lender in enforcing any or all of the Obligations and/or enforcing
any rights with respect to, or collecting against, the Company under this
Section. This Section shall remain in full force and effect until the
Obligations are paid in full and the Commitments are terminated, notwithstanding
that from time to time prior thereto the Borrowers may be free from any
Obligations.

         (c) No payment or payments made by any Borrower or any other Person or
received or collected by any Agent or Lender from any Borrower or any other
Person by virtue of any action or proceeding or any setoff or appropriation or
application, at any time or from time to time, in reduction of or in payment of
the Obligations shall be deemed to modify, reduce, release or otherwise affect
the liability of

                                       63
<PAGE>   70
the Company hereunder which shall, notwithstanding any such payment or payments,
remain liable hereunder for the Obligations until the Obligations are paid in
full and the Commitments are terminated.

         9.2. No Subrogation. Notwithstanding any payment or payments made by
the Company hereunder, or any setoff or application of funds of the Company by
any Agent or Lender, the Company shall not be entitled to be subrogated to any
of the rights of any Agent or Lender against the Borrowers or against any
collateral security or guarantee or right of offset held by any Agent or Lender
for the payment of the Obligations, nor shall the Company seek or be entitled to
seek any contribution or reimbursement from the Borrowers in respect of payments
made by the Company hereunder, until all amounts owing to the Agents and the
Lenders by the Borrowers on account of the Obligations are paid in full and the
Commitments are terminated. If any amount shall be paid to the Company on
account of such subrogation rights at any time when all of the Obligations shall
not have been paid in full, such amount shall be held by the Company in trust
for the Agents and the Lenders, segregated from other funds of the Company, and
shall, forthwith upon receipt by the Company, be turned over to the
Administrative Agent in the exact form received by the Company (duly endorsed by
the Company to the Administrative Agent, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as Administrative Agent
may determine. The provisions of this paragraph shall survive the termination of
this Agreement and the payment in full of the Obligations and the termination of
the Commitments.

         9.3. Amendments, etc. with respect to the Obligations; Waiver of
Rights. The Company shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the Company, and without notice to or
further assent by the Company, any demand for payment of any of the Obligations
made by any Agent or Lender may be rescinded by such Agent or such Lender, and
any of the Obligations continued, and the Obligations, or the liability of any
other party upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by any Agent or Lender, and any
Loan Documents and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or in
part, in accordance with the provisions thereof as any Agent (or the Required
Lenders, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by any Agent
or Lender for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. No Agent or Lender shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for the Obligations or for this Agreement or any property subject thereto. When
making any demand hereunder against the Company, any Agent or Lender may, but
shall be under no obligation to, make a similar demand on the Borrowers or any
other guarantor, and any failure by any Agent or Lender to make any such demand
or to collect any payments from the Borrowers or any such other guarantor or any
release of the Borrowers or such other guarantor shall not relieve the Company
of its obligations or liabilities hereunder, and shall not impair or affect the
rights and remedies, express or implied, or as a matter of law, of any Agent or
Lender against the Company. For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

         9.4. Guarantee Absolute and Unconditional. The Company waives any and
all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by any Agent or Lender upon this
Agreement or acceptance of this Agreement; the Obligations, and any of them,
shall conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended or waived, in reliance upon this Agreement; and all
dealings between the Borrowers and the Company, on the one hand, and the Agents
and the Lenders, on the other, shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Agreement. The Company waives
diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the


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Borrowers and the Company with respect to the Obligations. This Article IX shall
be construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity, regularity or enforceability of this
Agreement, any other Loan Document, any of the Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by any Agent or Lender, (b) any
defense, setoff or counterclaim (other than a defense of payment or performance
by the Borrowers) which may at any time be available to or be asserted by the
Borrowers against any Agent or Lender, or (c) any other circumstance whatsoever
(with or without notice to or knowledge of the Borrowers or the Company) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrowers for the Obligations, or of the Company under this
Section 9.4, in bankruptcy or in any other instance (other than a defense of
payment or performance by the Borrowers). When pursuing its rights and remedies
hereunder against the Company, any Agent and any Lender may, but shall be under
no obligation to, pursue such rights and remedies as it may have against the
Borrowers or any other Person or against any collateral security or guarantee
for the Obligations or any right of offset with respect thereto, and any failure
by any Agent or Lender to pursue such other rights or remedies or to collect any
payments from the Borrowers or any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any
release of the Borrowers or any such other Person or of any such collateral
security, guarantee or right of offset, shall not relieve the Company of any
liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of any Agent or Lender
against the Company. This Article IX shall remain in full force and effect and
be binding in accordance with and to the extent of its terms upon the Company
and its successors and assigns, and shall inure to the benefit of the Agents and
the Lenders, and their respective successors, indorsees, transferees and
assigns, until all the Obligations and the obligations of the Company under this
Agreement shall have been satisfied by payment in full and the Commitments shall
be terminated, notwithstanding that from time to time during the term of this
Agreement the Borrowers may be free from any Obligations.

         9.5. Reinstatement. This Article IX shall continue to be effective, or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Obligations is rescinded or must otherwise be restored or returned
by any Agent or Lender upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of any Borrower or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any
Borrower or any substantial part of its property, or otherwise, all as though
such payments had not been made.

         9.6. Payments. The Company hereby agrees that all payments required to
be made by it hereunder will be made to the Administrative Agent without setoff
or counterclaim in accordance with the terms of the Obligations, including,
without limitation, in the currency in which payment is due.

                                    ARTICLE X
                               GENERAL PROVISIONS

         10.1. Survival of Representations. All representations and warranties
of the Borrowers contained in this Agreement shall survive delivery of the Loan
Documents and the making of the Loans herein contemplated.

         10.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to a
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.


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<PAGE>   72
         10.3. Taxes. Any taxes (excluding income taxes and franchise taxes
(imposed in lieu of income taxes) imposed on the Administrative Agent or any
Lender as a result of a present or former connection between the Administrative
Agent or such Lender and the jurisdiction of the Governmental Authority imposing
such tax or any political subdivision or taxing authority thereof or therein
(other than any such connection arising solely from the Administrative Agent or
such Lender having executed, delivered or performed its obligations or received
a payment under, or enforced, this Agreement or any other Loan Document)) or
other similar assessments or charges made by any governmental or revenue
authority in respect of the Loan Documents shall be paid by the Company,
together with interest and penalties, if any.

         10.4. Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         10.5. Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrowers, the Agents and the Lenders and supersede
all prior agreements and understandings among the Borrowers, the Agents and the
Lenders relating to the subject matter thereof other than any fee letters among
any Borrowers and any of the Agents and any other agreements of any of the
Borrowers with any Agent which survive the execution of the Loan Documents.

         10.6. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which an
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns.

         10.7. Expenses; Indemnification. The Company shall reimburse each Agent
and the Joint Book Runners for any reasonable costs and out-of-pocket expenses
(including reasonable fees and time charges of attorneys for such Agent or Joint
Book Runner, which attorneys may be employees of such Agent) paid or incurred by
such Agent in connection with the syndication or the commitments and the
preparation, negotiation, execution, delivery, review, amendment, modification
and administration of the Loan Documents, except as otherwise agreed in writing
from time to time; provided, however, that for the period up to and including
the Closing Date, with respect to matters of U.S. law, the aforementioned
reasonable fees and time charges of attorneys shall be limited to those incurred
by Sidley Austin Brown & Wood. The Company also agrees to reimburse the Agents
and the Lenders for any costs, and out-of-pocket expenses (including fees and
time charges of attorneys for the Agents and the Lenders, which attorneys may be
employees of the Agents or the Lenders) paid or incurred by any Agent or Lender
in connection with the collection and enforcement of the Loan Documents subject
to the limitations set forth below. The Company further agrees to indemnify each
Joint Book Runner, Agent and Lender, and their respective directors, officers
and employees against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all expenses of
litigation or preparation therefor whether or not any Agent or Lender is a party
thereto) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby or the
direct or indirect application or proposed application of the proceeds of any
Loan subject to the limitations set forth below, provided that the Company shall
have no obligation to indemnify any person in respect of any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings except as (and to the extent) provided in Section 3.6 and
Section 10.3 hereof. The Company shall have no obligation to indemnify any Joint
Book Runner, Agent or Lender (or their respective directors, officers and
employees) to the extent that any losses, claims, damages, penalties, judgments,
liabilities and expenses are determined by a court of competent jurisdiction in
a final, non-appealable order to have resulted from the gross negligence or
willful


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misconduct of, or violation of applicable laws or any of the Loan Documents by,
such Person. The obligations of the Company under this Section shall survive the
termination of this Agreement.

         10.8. Numbers of Documents. All statements, notices, closing documents,
and requests hereunder shall be furnished to the appropriate Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders if it so deems appropriate.

         10.9. Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

         10.10. Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         10.11. Nonliability of Lenders. The relationship between the Borrowers
and the Lenders and the Agents shall be solely that of borrower and lender. No
Agent or Lender shall have any fiduciary responsibilities to any Borrower. No
Agent or Lender undertakes any responsibility to any Borrower to review or
inform any Borrower of any matter in connection with any phase of such
Borrower's business or operations. Each Borrower agrees that no Agent or Lender
shall have liability to any Borrower (whether sounding in tort, contract or
otherwise) for losses suffered by any Borrower in connection with, arising out
of, or in any way related to, the transactions contemplated and the relationship
established by the Loan Documents, or any act, omission or event occurring in
connection therewith, unless it is determined by a court of competent
jurisdiction in a final and non-appealable order that such losses resulted from
the gross negligence or willful misconduct of, or violation of applicable laws
or any of the Loan Documents by, the party from which recovery is sought. No
Agent or Lender shall have any liability with respect to, and each Borrower
hereby waives, releases and agrees not to sue for, any special, indirect or
consequential damages suffered by the Borrowers in connection with, arising out
of, or in any way related to the Loan Documents or the transactions contemplated
thereby.

         10.12. Confidentiality. (a) Each of the Company and the Foreign
Subsidiary Borrowers authorizes the Agents, the Joint Book Runners and each
Lender, as any Agent, Joint Book Runner or Lender may elect in their sole
discretion, to discuss with and furnish to the Lenders or to any other Person
having an interest in the Obligations (whether as a guarantor, pledgor of
collateral, participant, Transferee, potential Transferee or otherwise) all
financial statements, audit reports and other information pertaining to the
Company and its Subsidiaries whether such information was provided by the
Company or prepared or obtained by any Agent, any Joint Book Runner or any
Lender, subject to the provisions of this Section 10.13.

         (b) Any Lender may disclose to any one of its affiliates or (with the
prior consent of the Company, which consent shall not be unreasonably withheld
or delayed and shall be deemed to have been given if, within two days of receipt
by the Company of any oral or written request for consent, such consent shall
not have been expressly refused) any other Person whom it is proposing to enter,
or has entered into, any kind of transfer, participation, assignment or other
agreement regarding a transfer of interests in connection with this Agreement,
(i) copies of any Loan Documents and (ii) any information which such Lender has
acquired under or in connection with the Loan Documents, provided that such
affiliate or Person shall first have agreed in writing (x) to be bound by the
provisions of this Section 10.13(b), (y) to use such information only for
purposes of analyzing and reviewing its acquisition or


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<PAGE>   74
potential acquisition of any interest in connection with this Agreement and (z)
to recognize and acknowledge the rights of the Company as a third-party
beneficiary of the agreement embodied in such writing. Subject to the terms of
the preceding sentence, each Lender shall keep confidential from any third party
(including without limitation any affiliate of such Lender not having an
interest in the purchase or transfer of any interest in connection with this
Agreement) any data or information received by it from the Company or any of the
other Borrowers in connection with this Agreement which is designated in writing
as confidential by the Company or such other Borrowers, except (1) any such data
or information as is or becomes publicly available or generally known otherwise
than as a result of a breach by such Lender of the terms of this sentence, (2)
as is required by law or regulation or by a court of competent jurisdiction,
whether pursuant to any procedure for discovering documents or otherwise, (3) as
required or requested by any governmental or banking agency or regulatory
authority of competent jurisdiction, (4) to its auditors, attorneys or other
professional advisors or (5) as may be necessary to protect the interests of any
of the Lenders, Joint Book Runners or the Agents or any of them under the Loan
Documents in connection with any enforcement proceeding under the Loan
Documents. Notwithstanding the foregoing, nothing herein shall prohibit the
exchange of information between a Lender and a Lender's affiliate or Lending
Installation to the extent necessary for the administration of the interests of
such parties hereunder.

         (c) None of the Agents or Joint Book Runners or any of their respective
employees, officers, directors or agents makes any representation or warranty
regarding any audit reports or other analyses of the Company's and its
Subsidiaries' condition which any Agent or Joint Book Runner may elect to
distribute, whether such information was provided by the Company or prepared or
obtained by the one or more of the Agents or Joint Book Runners, nor shall any
of the Agents, Joint Book Runners or any of their respective employees,
officers, directors or agents be liable to any Person or entity receiving a copy
of such reports or analyses for any inaccuracy or omission contained in or
relating thereto.

         10.13. Nonreliance. Each Lender hereby represents that it is not
relying on or looking to any Margin Stock for the repayment of the Loans
provided for herein.

                                   ARTICLE XI
                                   THE AGENTS

         11.1. Appointment; Nature of Relationship. Bank One is hereby appointed
by the Lenders as the Administrative Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. Chase is
hereby appointed by the Lenders as the Syndication Agent hereunder and under
each other Loan Document, and each of the Lenders irrevocably authorizes the
Syndication Agent to act as the contractual representative of such Lender with
the rights and duties expressly set forth herein and any other Loan Documents.
Bank of America, N.A. and Citicorp USA, Inc. are each hereby appointed by the
Lenders as a Documentation Agent hereunder and under each other Loan Document,
and each of the Lenders irrevocably authorizes each Documentation Agent to act
as the contractual representative of such Lender with the rights and duties
expressly set forth herein and any other Loan Documents. Each Agent agrees to
act as such contractual representative upon the express conditions contained in
this Article XI. Notwithstanding the use of the defined terms "Administrative
Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly
understood and agreed that no Agent shall have any fiduciary responsibilities to
any Lender, Issuer or the Swing Line Bank by reason of this Agreement or any
other Loan Document and that each Agent is merely acting as the representative
of the Lenders, the Issuers and the Swing Line Bank with only those duties as
are expressly set forth in this Agreement


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<PAGE>   75
and the other Loan Documents. In its capacity as the Lenders' contractual
representative, each Agent (i) does not hereby assume any fiduciary duties to
any of the Lenders, the Issuers or the Swing Line Bank, (ii) is a
"representative" of the Lenders, the Issuers and the Swing Line Bank within the
meaning of Section 9-105 of the Uniform Commercial Code (or any comparable
successor section) and (iii) is acting as an independent contractor, the rights
and duties of which are limited to those expressly set forth in this Agreement
and the other Loan Documents. Each of the Lenders, the Issuers and the Swing
Line Bank hereby agrees to assert no claim against any Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender and Issuer and the Swing Line Bank hereby waives.

         11.2. Powers. Each Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to such Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto. No
Agent shall have any implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by such Agent.

         11.3. General Immunity. No Agent nor any of their respective directors,
officers, agents or employees shall be liable to the Borrowers, the Lenders or
any Lender for (a) any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except for its or their own gross negligence or willful misconduct; or
(b) any determination by any Agent that compliance with any law or any
governmental or quasi-governmental rule, regulation, order, policy, guideline or
directive (whether or not having the force of law) requires the Advances and
Commitments hereunder to be classified as being part of a "highly leveraged
transaction".

         11.4. No Responsibility for Loans, Recitals, etc. No Agent nor any of
their directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into, or verify (i) any statement, warranty or
representation made in connection with any Loan Document or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (iii) the satisfaction of any condition specified in Article IV, other
than conditions which are satisfied by such Agent's taking possession of any
documents as required by Article IV; (iv) the validity, enforceability,
effectiveness, sufficiency or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith; or (v) the value,
sufficiency, creation, perfection or priority of any interest in any collateral
security. No Agent shall have any duty to disclose to the Lenders information
that is not required to be furnished by the Borrowers to such Agent at such
time, but is voluntarily furnished by the Borrowers to such Agent (either in its
capacity as an Agent or in its individual capacity).

         11.5. Action on Instructions of Lenders. Each Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders or all Lenders if required under Section 8.2.1), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all holders of the Obligations. The Lenders
hereby acknowledge that no Agent shall be under any duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of
this Agreement or any other Loan Document unless it shall be requested in
writing to do so by the Required Lenders. Each Agent shall be fully justified in
failing or refusing to take any action hereunder and under any other Loan
Document unless it shall first be indemnified to its satisfaction by the Lenders
pro rata against any and all liability, cost and expense that it may incur by
reason of taking or continuing to take any such action.


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<PAGE>   76
         11.6. Employment of Agents and Counsel. Each Agent may execute any of
its duties as an Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. Each Agent shall be entitled to advice of
counsel concerning all matters pertaining to the agency hereby created and its
duties hereunder and under any other Loan Document.

         11.7. Reliance on Documents; Counsel. Each Agent shall be entitled to
rely upon any promissory note, notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by such Agent, which
counsel may be employees of such Agent.

         11.8. Agents' Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify (to the extent not reimbursed by a Borrower and without
limiting the obligation of any Borrower to do so) each Agent ratably in
proportion to their respective Commitments (or, if the Commitments have been
terminated, in proportion to their Commitments immediately prior to such
termination) (i) for any amounts not reimbursed by the Company for which such
Agent is entitled to reimbursement by the Company or the other Borrowers under
the Loan Documents, (ii) for any other expenses incurred by such Agent on behalf
of the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against such Agent in any way relating to or
arising out of the Loan Documents or any other document delivered in connection
therewith or the transactions contemplated thereby, or the enforcement of any of
the terms thereof or of any such other documents, provided that no Lender shall
be liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of such Agent. The obligations of the Lenders
under this Section 11.8 shall survive payment of the Obligations and termination
of this Agreement.

         11.9. Notice of Default. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Unmatured Default hereunder unless
such Agent has received written notice from a Lender or a Borrower referring to
this Agreement describing such Default or Unmatured Default and stating that
such notice is a "notice of default". In the event that any Agent receives such
a notice, such Agent shall give prompt notice thereof to the Lenders.

         11.10. Rights as a Lender. In the event any Agent is a Lender, such
Agent shall have the same rights and powers hereunder and under any other Loan
Document as any Lender and may exercise the same as though it were not an Agent,
and the term "Lender" or "Lenders" shall, at any time when such Agent is a
Lender, unless the context otherwise indicates, include such Agent in its
individual capacity. Any Agent may accept deposits from, lend money to, and
generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document, the
Company or any of its Subsidiaries in which the Company or such Subsidiary is
not restricted hereby from engaging with any other Person.

         11.11. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon any Agent, Joint Book Runner or any
other Lender and based on the financial statements prepared by the Borrowers and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it shall deem appropriate at


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the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents.

         11.12. Successor Agents. Any Agent may resign at any time by giving
written notice thereof to the Lenders and the Company, such resignation to be
effective upon the appointment of such a successor Agent or, if no such
successor Agent has been appointed, forty-five days after the retiring Agent
gives notice of its intention to resign. The Administrative Agent shall so
resign if at any time it ceases to be a Lender, Multicurrency Lender, Swing Line
Bank or Issuer. Any Agent may be removed at any time with or without cause by
written notice received by such Agent from the Required Lenders, such removal to
be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrowers and the Lenders, a successor Agent to such Agent. If no
such successor Agent shall have been so appointed by the Required Lenders within
thirty days after such resigning Agent's giving notice of its intention to
resign, then such resigning Agent may appoint, on behalf of the Company and the
Lenders, a successor Agent for itself. If any Agent has resigned or been removed
and no successor Agent has been appointed, the Lenders may perform all the
duties of such Agent hereunder and the Company shall make all payments in
respect of the Obligations to the applicable Lender and for all other purposes
shall deal directly with the Lenders. No successor Agent shall be deemed to be
appointed hereunder until such successor Agent has accepted the appointment. Any
such successor Agent shall be a commercial bank having capital and retained
earnings of at least $50,000,000. Upon the acceptance of any appointment as an
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 resigning or removed Agent. Upon the effectiveness of the resignation or
removal of any Agent, the resigning or removed Agent shall be discharged from
its duties and obligations hereunder and under the Loan Documents. After the
effectiveness of the resignation or removal of an Agent, the provisions of this
Article XI shall continue in effect for the benefit of such Agent in respect of
any actions taken or omitted to be taken by it while it was acting as an Agent
hereunder and under the other Loan Documents.

         11.13. No Duties Imposed Upon Syndication Agent, Documentation Agent or
Arranger. Except as otherwise expressly provided in this Agreement, none of the
Persons identified on the cover page to this Agreement, the signature pages to
this Agreement or otherwise in this Agreement as a "Syndication Agent" or
"Documentation Agent" or "Joint Book Runner" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than if
such Person is a Lender, those applicable to all Lenders as such. Without
limiting the foregoing, none of the Persons identified on the cover page to this
Agreement, the signature pages to this Agreement or otherwise in this Agreement
as a "Syndication Agent" or "Documentation Agent" or "Joint Book Runner" shall
have or be deemed to have any fiduciary duty to or fiduciary relationship with
any Lender. In addition to the agreement set forth in Section 11.11, each of the
Lenders acknowledges that it has not relied, and will not rely, on any of the
Persons so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder.

                                   ARTICLE XII
              SETOFF; ADJUSTMENTS AMONG LENDERS; APPOINTED LENDERS

         12.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Default described in Sections 7.1.2,
7.1.6 or 7.1.7 occurs or the Loans are accelerated pursuant to Section 8.1, any
and all deposits (including all account balances, whether provisional or final
and whether or not collected or available) and any other Indebtedness at any
time held or owing by any Lender to or for the credit or account of any Borrower
may be offset and applied toward the payment of the Obligations owing to such
Lender by such Borrower.


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<PAGE>   78
         12.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
has a payment made to it upon its Loans to a Borrower (other than payments
received pursuant to Section 3.1, 3.2, 3.4, 3.6 or 10.7) in a greater proportion
than that received by any other Lender from such Borrower or its Loans, such
Lender agrees, promptly upon demand, to purchase a portion of the Loans to such
Borrower held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans to such Borrower. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their Loans. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.

         12.3. Application of Payments. Subject to the provisions of Section
2.20, the Administrative Agent shall, unless otherwise specified at the
direction of the Required Lenders which direction shall be consistent with the
last sentence of this Section 12.3, apply all payments and prepayments received
after the occurrence and during the continuance of a Default in respect of any
Obligations in the following order:

                  (i) first, to pay interest on and then principal of any
         portion of the Loans which an Agent may have advanced on behalf of any
         Lender for which such Agent has not then been reimbursed by such Lender
         or the applicable Borrower;

                  (ii) second, to pay Obligations in respect of any fees,
         expenses, reimbursements or indemnities then due to the Agents;

                  (iii) third, to pay Obligations in respect of any fees,
         expenses, reimbursements or indemnities then due to the Lenders and the
         Issuer(s) of the Facility Letters of Credit;

                  (iv) fourth, to pay interest due in respect of Swing Line
         Loans;

                  (v) fifth, to pay interest due in respect of Loans (other than
         Swing Line Loans ) and Facility Letter of Credit Obligations;

                  (vi) sixth, to the ratable payment or prepayment of principal
         outstanding on Swing Line Loans;

                  (vii) seventh, to the ratable payment or prepayment of
         principal outstanding on Loans (other than Swing Line Loans) and
         Facility Letter of Credit Obligations;

                  (viii) eighth, to provide required cash collateral, if
         required pursuant to Section 8.1;

                  (ix) ninth, to the ratable payment of all other Obligations;
         and

                  (x) tenth, to the Company.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Company, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied first, to repay
outstanding Floating Rate Loans, and then to repay outstanding Fixed Rate Loans
with those Fixed Rate Loans which have earlier expiring Interest Periods being
repaid prior to those which have later expiring Interest Periods. The order of
priority set forth in this Section 12.3 and the related provisions of this
Agreement are set forth solely to determine the rights and priorities of the


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<PAGE>   79
Agents, the Lenders, the Swing Line Bank and the Issuer(s) as among themselves.
The order of priority set forth in clauses (iii) through (ix) of this Section
12.3 may at any time and from time to time be changed by all of the Lenders
without necessity of notice to or consent of or approval by any of the
Borrowers, or any other Person; provided, that the order of priority of payments
in respect of Swing Line Loans may be changed only with the prior written
consent of the Swing Line Bank, the order of priority of payments in respect of
Facility Letter of Credit Obligations may be changed only with the prior written
consent of the applicable Issuers, and the order of priority of payments in
respect of Multicurrency Loans may be changed only with the prior written
consent of the Designated Multicurrency Lenders with respect to such
Multicurrency Loans. The order of priority set forth in clauses (i) and (ii) of
this Section 12.3 may be changed only with the prior written consent of the
Agents.

         12.4. Loan Conversion/Participations. (a)(i) Immediately upon any
Conversion Event, to the extent not otherwise prohibited by a Requirement of Law
or otherwise, all applicable Loans outstanding in any currency other than U.S.
Dollars ("LOANS TO BE CONVERTED") shall be converted into U.S. Dollars
(calculated on the basis of the relevant Exchange Rates as of the Business Day
immediately preceding the date on which the Conversion Event has occurred)
("CONVERTED LOANS") and (ii) immediately upon the Conversion Event (with respect
to Loans described in the foregoing clause (i)) (A) each Lender severally,
unconditionally and irrevocably agrees that it shall purchase and assume in U.S.
Dollars an undivided percentage interest in such Converted Loans in an amount
equal to its Conversion Sharing Percentage of the outstanding principal amount
of the Converted Loans and (B) to the extent necessary to cause the Committed
Outstandings Percentage of each Lender to equal its Revolving Credit Commitment
Percentage (calculated immediately prior to the termination or expiration of the
Revolving Credit Loans), each Lender severally, unconditionally and irrevocably
agrees that it shall sell and assign or purchase and assume an undivided
percentage interest in Revolving Credit Loans then outstanding. Each Lender
purchasing an interest pursuant to this Section will immediately transfer to the
Administrative Agent in immediately available funds, the amounts of its
purchased interest, and the proceeds of such interest shall be distributed by
the Administrative Agent to each Lender from which an interest is being
purchased in the amount(s) provided for in the preceding sentence. All Converted
Loans shall bear interest at the rate which would otherwise be applicable to
Floating Rate Loans.

         (b) If, for any reason, the Loans to be Converted may not be converted
into U.S. Dollars in the manner contemplated by paragraph (a) of this Section
12.4, (i) effective immediately upon such Conversion Event, each Lender
severally, unconditionally and irrevocably agrees that it shall purchase and
assume an undivided percentage interest in such Loans to be Converted, in an
amount equal to its Conversion Sharing Percentage of such Loans to be Converted,
and (ii) each Lender shall sell and assign or purchase and assume undivided
percentage interests as provided in clause (a)(ii)(B) of this Section 12.4. Each
Lender purchasing an interest pursuant to this Section will immediately transfer
to the Administrative Agent in immediately available funds, the amounts of its
purchased interest, and the proceeds of such interest shall be distributed by
the Administrative Agent to each Lender from which an interest is being
purchased in the amount(s) provided for in the preceding sentence.

         (c) To the extent any Non-Excluded Taxes are required to be withheld
from any amounts payable by a Lender to another Lender in connection with its
interest in any Converted Loan, each Borrower, with respect to the relevant
Loans made to it, shall be required to pay increased amounts to the Lender
receiving such payments to the same extent they would be required under Section
3.6 if such Borrower were making payments directly to such Lender; provided,
that each Lender shall use reasonable efforts to avoid or to minimize any
amounts which might otherwise be payable pursuant to Section 3.6, in accordance
with Section 3.6.4. In addition, to the extent such conversion shall occur other
than at the end of an Interest Period, the applicable Borrower shall pay to the
applicable Designated Multicurrency Lenders, all losses and breakage costs
related thereto in accordance with Section 3.4.


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<PAGE>   80
         (d) At any time after the actions contemplated by clause (a) or (b) of
this Section 12.4 have been taken, upon the notice of any Lender to the
Borrowers the following shall occur: (i) the Company (through the Guaranty
contained in Article IX) shall automatically be deemed to have assumed the
Converted Loans in which such Lender holds an interest, and (ii) such Loans
shall be assigned by the relevant Lender holding such Loans or obligations to
the Lender who gave the notice requesting such assumption by the Company.

         12.5. Appointed Lenders. (a) Subject to the terms and conditions set
forth in this Section 12.5(a), any Lender may from time to time elect to
designate an Eligible Appointee to provide all or any part of the Loans to be
made by such Lender pursuant to this Agreement; provided the designation of an
Eligible Appointee by any Lender for purposes of this Section 12.5(a) shall be
subject to the approval of the Administrative Agent. Upon the execution by the
parties to each such designation of an agreement in the form of Exhibit J hereto
(an "APPOINTMENT AGREEMENT") and the acceptance thereof by the Administrative
Agent, the Eligible Appointee shall become an Appointed Lender for purposes of
this Agreement. The Appointing Lender shall thereafter have the right to permit
the Appointed Lender to provide all or a portion of the Loans to be made by the
Appointing Lender pursuant to the terms of this Agreement and the making of such
Loans or portion thereof shall satisfy the obligation of the Appointing Lender
to the same extent, and as if, such Loan was made by the Appointing Lender. As
to any Loan made by it, each Appointing Lender shall have all the rights a
Lender making such Loan would have under this Agreement and otherwise; provided,
(x) that all voting rights under this Agreement shall be exercised solely by the
Appointing Lender and (y) each Appointing Lender shall remain solely responsible
to the other parties hereto for its obligations under this Agreement, including
the obligations of a Lender in respect of Loans made by its Appointed Lender. No
additional promissory notes shall be required with regard to Loans made by an
Appointed Lender; provided, however, to the extent any Appointed Lender shall
advance funds, the Appointing Lender shall be deemed to hold any promissory
notes in its possession as an agent for such Appointed Lender to the extent of
the Loan funded by such Appointed Lender. Such Appointing Lender shall act as
administrative agent for its Appointed Lender and give and receive notices and
communications hereunder. Any payments for the account of any Appointed Lender
shall be paid to its Appointing Lender as administrative agent for such
Appointed Lender and no Borrower or Agent shall be responsible for any
Appointing Lender's application of any such payments. In addition, any Appointed
Lender may (i) with notice to, but without the consent of the Company or the
Administrative Agent, assign all or portions of its interests in any Loans to
its Appointing Lender or to any financial institution consented to by the
Company and the Administrative Agent providing liquidity and/or credit
facilities to or for the account of such Appointed Lender and (ii) subject to
advising any such Person that such information is to be treated as confidential
in accordance with such Person's customary practices for dealing with
confidential, non-public information, disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any guarantee, surety, credit or liquidity
enhancement to such Appointed Lender.

         (b) Each party to this Agreement hereby agrees that it shall not
institute against, or join any other person in instituting against any Appointed
Lender any bankruptcy, reorganization, arrangements, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy or similar
law for one year and a day after the payment in full of all outstanding senior
indebtedness of any Appointed Lender; provided that the Appointing Lender for
each Appointed Lender hereby agrees to indemnify, save and hold harmless each
other party hereto for any loss, cost, damage and expense arising out of their
inability to institute any such proceeding against such Appointed Lender. This
Section 12.5 shall survive the termination of this Agreement.


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<PAGE>   81
                                  ARTICLE XIII
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (i) the
Borrowers shall not have the right to assign their rights or obligations under
the Loan Documents (other than in connection with a transaction involving a
Foreign Subsidiary Borrower permitted pursuant to the terms of Section 6.11) and
(ii) any assignment by any Lender must be made in compliance with Section 13.3.
Notwithstanding clause (ii) of this Section, any Lender may at any time, without
the consent of the Borrowers or any Agent, assign all or any portion of its
rights under this Agreement, the Loan Documents to a Federal Reserve Bank;
provided, however, that no such assignment to a Federal Reserve Bank shall
release the transferor Lender from its obligations hereunder. The Administrative
Agent may treat the payee of any Loan Document as the owner thereof for all
purposes hereof unless and until such payee complies with Section 13.3 in the
case of an assignment thereof or, in the case of any other transfer, a written
notice of the transfer is filed with the Administrative Agent. Any assignee or
transferee of any of the Loans or a promissory note agrees by acceptance thereof
to be bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of any of the Loans or a holder of
any promissory note, shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Loans or of any promissory note or notes issued
in exchange therefor.

         13.2. Participations.

         13.2.1. Permitted Participants; Effect. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell
to one or more banks or other entities ("PARTICIPANTS") participating interests
in any Loan owing to such Lender, any promissory note held by such Lender, any
Commitment of such Lender or any other interest of such Lender under the Loan
Documents. In the event of any such sale by a Lender of participating interests
to a Participant, such Lender's obligations under the Loan Documents shall
remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall remain
the holder of any such Loan or promissory note for all purposes under the Loan
Documents, all amounts payable by the Borrowers under this Agreement shall be
determined as if such Lender had not sold such participating interests
(including without limitation payments with respect to Non-Excluded Taxes), and
the Borrowers and the Agents shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under the
Loan Documents.

         13.2.2. Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan or Commitment in which such
Participant has an interest which would require the consent of all Lenders under
Section 8.2.1.

         13.2.3. Benefit of Setoff; Increased Costs and Yield Protection. The
Borrowers agrees that each Participant shall be deemed to have the right of
setoff provided in Section 12.1, the right to yield protection provided in
Section 3.1 and right to funding indemnification provided in Section 3.4 in
respect of its participating interest in amounts owing under the Loan Documents
to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under the Loan Documents, provided that each Lender
shall retain the right of setoff provided in Section 12.1, the right to yield
protection provided in Section 3.1 and right to funding indemnification provided
in Section 3.4 with respect to the amount of participating interests sold to
each Participant. The Lenders agree to share with


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each Participant, and each Participant, by exercising the right of setoff
provided in Section 12.1 or by recovering amounts to which it is entitled
pursuant to Section 3.1 or 3.4, agrees to share with each Lender, any amount
received pursuant to the exercise of its right of setoff, such amounts to be
shared in accordance with Section 12.2 as if each Participant were a Lender.

         13.3. Assignments.

         13.3.1. Permitted Assignments. Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time assign to one
or more banks, finance companies, insurance companies or other financial
institutions or funds that are engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business or, after
the occurrence of any Default, any other entity ("PURCHASERS") all or any part
of its rights and obligations under the Loan Documents. Such assignment shall be
substantially in the form of Exhibit H hereto (an "ASSIGNMENT") or in such other
form as may be agreed to by the parties thereto. The consent of the Company, the
Administrative Agent, and the Syndication Agent with respect thereto shall be
required prior to an assignment becoming effective with respect to a Purchaser
which is not a Lender, an Affiliate thereof (which Affiliate is a bank, finance
company, insurance company or other financial institution) or a special purpose
vehicle administered or sponsored by any such Lender or Affiliate that is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business; provided, however, that if a Default has
occurred and is continuing, the consent of the Company shall not be required.
Such consent by the Company and the Agents shall not be unreasonably withheld or
delayed. Each such assignment (other than an assignment to another Lender or an
Affiliate thereof) shall be in an amount not less than the lesser of (i)
$10,000,000 and in integral multiples of $1,000,000 thereafter unless otherwise
agreed to by the Administrative Agent and, if no Default has occurred and is
continuing, the Company, or (ii) the remaining amount of the assigning Lender's
Commitment (calculated as at the date of such assignment). If any Lender assigns
a part of its rights and obligations in respect of Revolving Credit Loans and/or
Revolving Credit Commitment under this Agreement to a Purchaser, such Lender
shall assign proportionate interests in its respective Pro Rata Multicurrency
Loans and Multicurrency Commitment in respect of Pro Rata Multicurrency Loans
and other related rights and obligations hereunder to such Purchaser, and if any
Lender assigns a part of its rights and obligations under this Agreement in
respect of its Pro Rata Multicurrency Loans and/or Multicurrency Commitments in
respect of Pro Rata Multicurrency Loans to a Purchaser, such Lender shall assign
proportionate interests in its Revolving Credit Loans and Revolving Credit
Commitments to such Purchaser.

         13.3.2. Effect; Effective Date. Upon (i) delivery to the Agents of a
notice of assignment, substantially in the form attached as Exhibit I to Exhibit
H hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by
Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for
processing such assignment (provided that such fee shall not be required if such
assignment is to an existing Lender or an Affiliate thereof), such assignment
shall become effective on the effective date specified in such Notice of
Assignment. The Notice of Assignment shall contain a representation by the
Purchaser to the effect that none of the consideration used to make the purchase
of the Commitment and Loans under the applicable assignment agreement are "plan
assets" as defined under ERISA and that the rights and interests of the
Purchaser in and under the Loan Documents will not be "plan assets" under ERISA.
On and after the effective date of such assignment, such Purchaser shall for all
purposes be a Lender party to this Agreement and any other Loan Document
executed by the Lenders and shall have all the rights and obligations of a
Lender under the Loan Documents, to the same extent as if it were an original
party hereto, and no further consent or action by the Company, the Lenders or
the Agents shall be required to release the transferor Lender with respect to
the percentage of the Aggregate Commitment and Loans assigned to such Purchaser.
Upon the consummation of any assignment to a Purchaser


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<PAGE>   83
pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent
and the Company shall make appropriate arrangements so that any requested
promissory notes, if applicable, are issued to such transferor Lender.

         13.3.3. Register. The Administrative Agent, acting solely for this
purpose as the agent of the Borrowers, shall maintain at its address referred to
in Section 14.1 a copy of each Notice of Assignment delivered to it and a
register (the "REGISTER") for the recordation of the names and addresses of the
Lenders and the Commitments of, and principal amount of the Loans owing to, each
Lender from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and the Borrowers, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register as the
owner of the Loans recorded therein for all purposes of this Agreement. The
Register shall be available for inspection by the Borrowers or any Lender at any
reasonable time and from time upon reasonable prior notice.

         13.4. Dissemination of Information. Each Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "TRANSFEREE") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries provided
that each Transferee and prospective Transferee agrees to be bound by Section
10.12.

         13.5. Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.6.

                                  ARTICLE XIV
                                     NOTICES

         14.1. Notices. Except as otherwise permitted by Article II with respect
to borrowing notices, all notices, requests and other communications to any
party hereunder shall be in writing (including bank wire, facsimile transmission
or similar writing) and shall be given to such party: (x) in the case of a
Borrower or an Agent, at its address or facsimile number set forth on the
signature pages hereof, (y) in the case of any Lender, at its address or
facsimile number set forth in Schedule 1 hereto or otherwise established
pursuant to an Assignment or (z) in the case of any party, such other address or
facsimile number as such party may hereafter specify for the purpose by notice
to the Administrative Agent and the Company. Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (ii) if given by mail, 72 hours after such communication
is deposited in the mails with first class postage prepaid, addressed as
aforesaid or (iii) if given by any other means, when delivered at the address
specified in this Section; provided that notices to the Administrative Agent
under Article II shall not be effective until received.

         14.2. Change of Address. Any Borrower, Agent and Lender may each change
the address for service of notice upon it by a notice in writing to the other
parties hereto.


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<PAGE>   84
                                   ARTICLE XV
                                  COUNTERPARTS

         15.1. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Agreement by signing any such
counterpart. This Agreement shall be effective when it has been executed by the
Borrowers, the Agents, the Swing Line Bank and the Lenders.

                                   ARTICLE XVI
 CHOICE OF LAW, CONSENT TO JURISDICTION, WAIVER OF JURY TRIAL, JUDGMENT CURRENCY

         16.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         16.2. WAIVER OF JURY TRIAL. EACH BORROWER, EACH AGENT AND EACH LENDER
HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

         16.3. Submission To Jurisdiction; Waivers. (a) Each of the Company and
the Foreign Subsidiary Borrowers hereby irrevocably and unconditionally:

                  (i) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of state
         or federal courts located in Chicago, Illinois and appellate courts
         from any thereof;

                  (ii) consents that any such action or proceeding may be
         brought in such courts and waives any objection that it may now or
         hereafter have to the venue of any such action or proceeding in any
         such court or that such action or proceeding was brought in an
         inconvenient court and agrees not to plead or claim the same;

                  (iii) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to the Company or such Foreign Subsidiary Borrower, as the
         case may be, at the address specified in Section 14.1, or at such other
         address of which the Administrative Agent shall have been notified
         pursuant thereto;

                  (iv) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

                  (v) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this subsection any special, exemplary, punitive or
         consequential damages.


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<PAGE>   85
         (b) Upon the effectiveness hereof, each Foreign Subsidiary Borrower
hereby irrevocably reaffirms its prior appointment of the Company pursuant to
the Original Credit Agreement as its agent for service of process in any
proceeding referred to in Section 16.3(i) and agrees that service of process in
any such proceeding may be made by mailing or delivering a copy thereof to it
care of Company at its address for notices set forth in Section 14.1.

         16.4. Acknowledgments. Each Borrower hereby acknowledges that:

         (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;

         (b) no Agent or Lender has any fiduciary relationship with or duty to
such Borrower arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Agents and the Lenders,
on the one hand, and the Borrowers, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and

         (c) no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Borrowers and the Lenders.

         16.5. Power of Attorney. To the extent enforceable under the laws of
its applicable jurisdiction of organization, each Foreign Subsidiary Borrower
hereby grants to the Company an irrevocable power of attorney to act as its
attorney-in-fact with regard to matters relating to this Agreement and each
other Loan Document, including, without limitation, execution and delivery of
any amendments, supplements, waivers or other modifications hereto or thereto,
receipt of any notices hereunder or thereunder and receipt of service of process
in connection herewith or therewith. Each Foreign Subsidiary Borrower hereby
explicitly acknowledges that each Agent and each Lender have executed and
delivered this Agreement and each other Loan Document to which it is a party,
and has performed its obligations under this Agreement and each other Loan
Document to which it is a party, in reliance upon the irrevocable grant of such
power of attorney pursuant to this subsection. The power of attorney granted by
each Foreign Subsidiary Borrower hereunder is coupled with an interest.

         16.6. Judgment. (a) If for the purpose of obtaining judgment in any
court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, under applicable law that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Administrative
Agent could purchase the first currency with such other currency in the city in
which it normally conducts its foreign exchange operation for the first currency
on the Business Day preceding the day on which final judgment is given.

         (b) The obligation of each Borrower in respect of any sum due from it
to any Lender hereunder shall, notwithstanding any judgment in a currency (the
"JUDGMENT CURRENCY") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "AGREEMENT
CURRENCY"), be discharged only to the extent that on the Business Day following
receipt by such Lender of any sum adjudged to be so due in the Judgment Currency
such Lender may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency; if the amount of Agreement
Currency so purchased is less than the sum originally due to such Lender in the
Agreement Currency, such Borrower agrees notwithstanding any such judgment to
indemnify such Lender against such loss, and if the amount of the Agreement
Currency so purchased exceeds the sum originally due to any Lender, such Lender
agrees to remit to such Borrower such excess.


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<PAGE>   86
         16.7. No Novation. It is the intent of the parties hereto that this
Agreement (i) shall re-evidence, in part, the Borrowers' obligations and
indebtedness under the Original Credit Agreement, (ii) is entered into in
substitution for, and not in payment of, the obligations of the Borrowers under
the Original Credit Agreement, and (iii) is in no way intended to constitute a
novation of any of the Borrowers' obligations and indebtedness which was
evidenced by the Original Credit Agreement or any of the other Loan Documents.
All Loans made and Obligations incurred under the Original Credit Agreement
which are outstanding on the Closing Date shall continue as Loans and
Obligations under (and shall be governed by the terms of) this Agreement.
Without limiting the foregoing, all Letters of Credit issued for the account of
the Borrowers under the Original Credit Agreement which remain outstanding on
the Closing Date shall continue as Letters of Credit under (and shall be
governed by the terms of) this Agreement. All references herein to "hereunder,"
"hereof," or words of like import and all references in any other Loan Document
to the "Credit Agreement" or words of like import shall mean and be a reference
to the Original Credit Agreement as amended and restated hereby (and any section
references in such Loan Documents to the Original Credit Agreement shall refer
to the applicable equivalent provision set forth herein although the section
number thereof may have changed).


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