<PAGE>   1

                                                                  EXHIBIT 10.3.4

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

                           Second Amended and Restated
                                Credit Agreement

                                      among
                                   VANS, INC.

                                       and

                              Bank of America, N.A.
                                    as Agent,
                                       and
                         Letter of Credit Issuing Lender

                                       and

                               The Other Financial
                           Institutions Listed Herein

                           Dated as of April 30, 2001


                         Banc of America Securities LLC,
                                       as
                    Sole Lead Arranger and Sole Book Manager



                             [BANK OF AMERICA LOGO]


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


<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                           <C>

ARTICLE I         DEFINITIONS....................................................................................1

         1.01     Certain Defined Terms..........................................................................1

         1.02     Other Interpretive Provisions.................................................................23

         1.03     Accounting Principles.........................................................................25

ARTICLE II        THE CREDITS...................................................................................25

         2.01     Amounts and Terms of Commitments..............................................................25

         2.02     Register; Notes...............................................................................29

         2.03     Procedure for Borrowing.......................................................................30

         2.04     Conversion and Continuation Elections.........................................................31

         2.05     Voluntary Termination or Reduction of Commitments.............................................33

         2.06     Optional Prepayments..........................................................................33

         2.07     Repayment.....................................................................................34

         2.08     Interest......................................................................................34

         2.09     Fees..........................................................................................35

         2.10     Computation of Fees and Interest..............................................................37

         2.11     Payments by the Company.......................................................................37

         2.12     Payments by the Lenders to the Agent..........................................................38

         2.13     Sharing of Payments, Etc......................................................................38

         2.14     Subsidiary Guaranty...........................................................................39

ARTICLE III       THE LETTERS OF CREDIT.........................................................................39

         3.01     The Letter of Credit Subfacility..............................................................39

         3.02     Issuance, Amendment and Renewal of Letters of Credit..........................................41

         3.03     Risk Participations, Drawings and Reimbursements..............................................42

         3.04     Repayment of Participations...................................................................44

         3.05     Role of the Issuing Lender....................................................................44

         3.06     Obligations Absolute..........................................................................45

         3.07     Cash Collateral Pledge........................................................................46

         3.08     Letter of Credit Fees.........................................................................46

         3.09     Uniform Customs and Practice..................................................................47

         3.10     Mandatory Prepayments of L/C Obligations......................................................47

</TABLE>

                                       i


<PAGE>   3

<TABLE>

<S>                                                                                                           <C>
ARTICLE IV        TAXES, YIELD PROTECTION AND ILLEGALITY........................................................47

         4.01     Taxes.........................................................................................47

         4.02     Illegality....................................................................................48

         4.03     Increased Costs and Reduction of Return.......................................................49

         4.04     Funding Losses................................................................................50

         4.05     Inability to Determine Rates..................................................................50

         4.06     Certificates of Lenders.......................................................................51

         4.07     Substitution of Lenders.......................................................................51

         4.08     Survival......................................................................................51

ARTICLE V         CONDITIONS PRECEDENT..........................................................................51

         5.01     Conditions of Initial Credit Extensions.......................................................51

         5.02     Conditions to All Credit Extensions...........................................................53

         5.03     Conditions to First Effective Date............................................................54

         5.04     Conditions to Second Effective Date...........................................................54


ARTICLE VI        REPRESENTATIONS AND WARRANTIES................................................................54

         6.01     Corporate Existence and Power.................................................................54

         6.02     Corporate Authorization; No Contravention.....................................................55

         6.03     Governmental Authorization....................................................................55

         6.04     Binding Effect................................................................................55

         6.05     Litigation....................................................................................55

         6.06     No Default....................................................................................56

         6.07     ERISA Compliance..............................................................................56

         6.08     Use of Proceeds; Margin Regulations...........................................................57

         6.09     Title to Properties...........................................................................57

         6.10     Taxes.........................................................................................57

         6.11     Financial Condition...........................................................................57

         6.12     Environmental Matters.........................................................................58

         6.13     Regulated Entities............................................................................58

         6.14     No Burdensome Restrictions....................................................................59

         6.15     Copyrights, Patents, Trademarks and Licenses, etc.............................................59

         6.16     Subsidiaries..................................................................................59

         6.17     Insurance.....................................................................................59
</TABLE>


                                       ii

<PAGE>   4

<TABLE>

<S>                                                                                                          <C>
         6.18     Solvency......................................................................................59

         6.19     Full Disclosure...............................................................................59

         6.20     Year 2000 Compliance..........................................................................60

         6.21     Certain Obligations...........................................................................60

ARTICLE VII       AFFIRMATIVE COVENANTS.........................................................................60

         7.01     Financial Statements..........................................................................60

         7.02     Certificates; Other Information...............................................................61

         7.03     Notices.......................................................................................62

         7.04     Preservation of Corporate Existence, Etc......................................................64

         7.05     Maintenance of Non-Inventory Property.........................................................64

         7.06     Insurance.....................................................................................64

         7.07     Payment of Obligations........................................................................64

         7.08     Compliance with Laws..........................................................................65

         7.09     Compliance with ERISA.........................................................................65

         7.10     Inspection of Property and Books and Records..................................................65

         7.11     Environmental Laws............................................................................65

         7.12     Use of Proceeds...............................................................................66

         7.13     Further Assurances............................................................................66

         7.14     Additional Subsidiary Guarantors..............................................................66

ARTICLE VIII      NEGATIVE COVENANTS............................................................................67

         8.01     Liens and Related Matters.....................................................................67

         8.02     Disposition of Assets.........................................................................69

         8.03     Consolidations and Mergers....................................................................69

         8.04     Loans, Investments and Acquisitions...........................................................70

         8.05     Limitation on Indebtedness....................................................................71

         8.06     Transactions with Affiliates..................................................................71

         8.07     Use of Proceeds...............................................................................72

         8.08     Contingent Obligations........................................................................72

         8.09     Sale and Leaseback Transactions...............................................................73

         8.10     No Restrictions on Subsidiary Distributions...................................................73

         8.11     Restricted Payments...........................................................................73

         8.12     Financial Covenants...........................................................................74

         8.13     ERISA.........................................................................................76

</TABLE>
                                      iii


<PAGE>   5


<TABLE>

<S>                                                                                                         <C>
         8.14     Change in Business............................................................................76

         8.15     Accounting Changes............................................................................76

ARTICLE IX        EVENTS OF DEFAULT.............................................................................76

         9.01     Event of Default..............................................................................76

         9.02     Remedies......................................................................................79

         9.03     Rights Not Exclusive..........................................................................79

ARTICLE X         THE AGENT.....................................................................................80

         10.01    Appointment and Authorization; "Agent"........................................................80

         10.02    Delegation of Duties..........................................................................80

         10.03    Liability of Agent............................................................................80

         10.04    Reliance by Agent.............................................................................81

         10.05    Notice of Default.............................................................................81

         10.06    Credit Decision...............................................................................82

         10.07    Indemnification of Agent......................................................................82

         10.08    Agent in Individual Capacity..................................................................82

         10.09    Successor Agent...............................................................................83

         10.10    Withholding Tax...............................................................................83

         10.11    Lead Arrangers; Book Managers.................................................................84

ARTICLE XI        MISCELLANEOUS.................................................................................85

         11.01    Amendments and Waivers........................................................................85

         11.02    Notices.......................................................................................86

         11.03    No Waiver; Cumulative Remedies................................................................86

         11.04    Costs and Expenses............................................................................87

         11.05    Company Indemnification.......................................................................87

         11.06    Payments Set Aside............................................................................88

         11.07    Successors and Assigns........................................................................89

         11.08    Assignments, Participations, etc..............................................................89

         11.09    Confidentiality...............................................................................91

         11.10    Set-off.......................................................................................91

         11.11    Automatic Debits of Fees......................................................................92

         11.12    Notification of Addresses, Lending Offices, Etc...............................................92

         11.13    Counterparts..................................................................................92

         11.14    Severability..................................................................................92

</TABLE>



                                       iv
<PAGE>   6



<TABLE>


<S>                                                                                                          <C>
         11.15    No Third Parties Benefited....................................................................92

         11.16    Governing Law and Jurisdiction................................................................92

         11.17    Waiver of Jury Trial..........................................................................93

         11.18    Entire Agreement..............................................................................93

</TABLE>


                                       v

<PAGE>   7




                                    SCHEDULES


Schedule I                          Lenders

Schedule 1.01                       Determination of Applicable Margin and
                                    Commitment Fee Rate

Schedule 2.01                       Commitments and Pro Rata Shares

Schedule 6.05                       Litigation

Schedule 6.16                       Subsidiaries and Minority Interests

Schedule 8.01                       Permitted Liens

Schedule 8.05                       Permitted Indebtedness

Schedule 8.08                       Contingent Obligations

Schedule 11.02                      Lending Offices; Addresses for Notices


                                    EXHIBITS


Exhibit A                           Form of Notice of Borrowing

Exhibit B                           Form of Notice of Conversion/Continuation

Exhibit C                           Form of Compliance Certificate

Exhibit D                           Form of Term Note

Exhibit E                           Form of Swing Line Note

Exhibit F                           Form of Revolving Note

Exhibit G                           Form of Subsidiary Guaranty

Exhibit H                           Form of Assignment and Acceptance

Exhibit I                           Form of Legal Opinion of General Counsel

Exhibit J                           Form of Delayed Draw Certificate

Exhibit K                           Company Investment Policy



                                       i

<PAGE>   8



                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT


     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of
April 30, 2001, among Vans, Inc., a Delaware corporation (the "Company"), the
several financial institutions listed on Schedule I attached hereto
(collectively, the "Lenders"; individually, a "Lender"), and Bank of America,
N.A., as a letter of credit issuing lender, swing line lender and as agent for
the Lenders.

     WHEREAS, pursuant to the Credit Agreement dated as of July 13, 1999 among
the Company, the financial institutions party thereto, and Bank of America, N.A.
(formerly known as Bank of America National Trust and Savings Association), as
letter of credit issuing lender, swing line lender and as agent for such
financial institutions (the "Original Credit Agreement"), certain of the Lenders
agreed to make available to the Company term loans and a revolving credit
facility with letter of credit subfacility upon the terms and conditions set
forth in Original Credit Agreement;

     WHEREAS, pursuant to the Amendment Agreement to the Original Credit
Agreement dated as of April 12, 2000 (the "First Amendment Agreement") among
each party to the Original Credit Agreement and California Federal Bank, a
federal savings bank, the Original Credit Agreement was amended and restated in
its entirety in the form of the First Amended and Restated Credit Agreement
dated as of April 12, 2000 among the Company, the financial institutions party
thereto, and Bank of America, N.A., as letter of credit issuing lender, swing
line lender and as agent for such financial institutions (the "First Amended and
Restated Credit Agreement");

     WHEREAS, each party to the First Amendment Agreement and the First Amended
and Restated Credit Agreement and Union Bank of California, N.A. (the "New
Lender"), have entered into that certain Second Amendment Agreement to Credit
Agreement dated as of April 30, 2001 (the "Second Amendment Agreement"),
pursuant to which the First Amended and Restated Credit Agreement has been
amended and restated in its entirety as set forth herein;

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

                                   ARTICLE I

                                   DEFINITIONS

     1.01 Certain Defined Terms. The following terms have the following
          meanings:

          "Acquisition" means any transaction or series of related transactions
     for the purpose of or resulting, directly or indirectly, in (a) the
     acquisition of all or substantially all of the assets of a Person, or of
     any business or division of a Person, (b) the acquisition of in excess of
     50% of the capital stock, partnership interests, membership interests or
     equity of any Person, or otherwise causing any Person to become a
     Subsidiary, or (c) a


                                       1
<PAGE>   9

     merger or consolidation or any other combination with another Person (other
     than a Person that is a Subsidiary) provided that the Company or a
     Wholly-Owned Subsidiary that is a Subsidiary Guarantor is the surviving
     entity.

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

          "Agent" means Bank of America in its capacity as agent for the Lenders
     hereunder, and any successor Agent arising under Section 10.09.

          "Agent-Related Persons" means Bank of America and any successor agent
     arising under Section 10.09 and any successor to Bank of America in its
     capacity as a letter of credit issuing lender hereunder, together with
     their respective Affiliates (including, in the case of Bank of America, the
     Arranger), and the officers, directors, employees, agents and
     attorneys-in-fact of such Persons and Affiliates.

          "Agent's Payment Office" means the address for payments set forth on
     Schedule 11.02 or such other address as the Agent may from time to time
     specify.

          "Agreement" means this Second Amended and Restated Credit Agreement,
     as it may be amended, supplemented or otherwise modified from time to time.

          "Arranger" means Banc of America Securities LLC, in its capacity as
     sole lead arranger and sole book manager.

          "Assignee" has the meaning specified in subsection 11.08(a).

          "Assignment and Acceptance" has the meaning specified in subsection
     11.08(a).

          "Attorney Costs" means and includes all reasonable fees and
     disbursements of any law firm or other external counsel, and the allocated
     cost of internal legal services and all disbursements of internal counsel,
     without duplication.

          "Bank of America" means Bank of America, N.A., a national banking
     association.

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

          "Base Rate" means, for any day, the higher of: (a) 0.50% per annum
     above the latest Federal Funds Rate; and (b) the rate of interest in effect
     for such day as publicly announced from time to time by Bank of America as
     its "reference rate." (The "reference rate" is a rate set by Bank of
     America based upon various factors including Bank of America's costs and
     desired return, general economic conditions and other factors, and is used
     as a reference point for pricing some loans, which may be priced at, above,
     or below


                                       2
<PAGE>   10

     such announced rate.) Any change in the reference rate announced by Bank of
     America shall take effect at the opening of business on the day specified
     in the public announcement of such change.

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

          "Base Rate Margin" means the applicable rate per annum determined in
     accordance with Schedule 1.01 attached hereto.

          "Batavia Property" has the meaning specified in subsection 5.01(h).

          "Borrowing" means a borrowing hereunder consisting of Loans of the
     same Type made to the Company on the same day by the Lenders under Article
     II, and, other than in the case of Base Rate Loans, having the same
     Interest Period.

          "Borrowing Date" means any date on which a Borrowing occurs under
     Section 2.03.

          "BNP" means BNP Paribas, formerly known as Banque Nationale de Paris.

          "Business Day" means any day other than a Saturday, Sunday or other
     day on which commercial banks in New York or California are authorized or
     required by law to close and, if the applicable Business Day relates to any
     LIBOR Rate Loan, means such a day on which dealings are carried on in the
     applicable offshore dollar interbank market.

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

          "Cash Collateralize" means to pledge and deposit with or deliver to
     the Agent, for the benefit of the Agent, the Issuing Lenders and the
     Lenders, as collateral for the L/C Obligations, cash or deposit account
     balances pursuant to documentation in form and substance reasonably
     satisfactory to the Agent and the Issuing Lenders (which documents are
     hereby consented to by the Lenders). Derivatives of such term shall have
     corresponding meaning. The Company hereby grants the Agent, for the benefit
     of the Agent, the Issuing Lenders and the Lenders, a security interest in
     all such cash and deposit account balances. Cash collateral shall be
     maintained in blocked, non-interest bearing deposit accounts at Bank of
     America.

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



                                       3
<PAGE>   11


          "Closing" means the time at which all conditions precedent set forth
     in Section 5.01 are satisfied or waived (or, in the case of subsection
     5.01(e), waived by the Person entitled to receive such payment).

          "Closing Date" means July 13, 1999.

          "Closing Date Term Loans" means the Term Loans made on the Closing
     Date pursuant to subsection 2.01(a).

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

          "Commercial Letter of Credit" means any letter of credit issued for
     the account of the Company for the purpose of providing the primary payment
     mechanism through the presentation of documents for the purchase of
     materials, goods or services by the Company or its Subsidiaries.

          "Commitment," as to each Lender, means such Lender's Revolving Loan
     Commitment and/or Term Loan Commitment, and "Commitments" means such
     commitments of all Lenders in the aggregate.

          "Commitment Fee Rate" means (a) during the period from the Closing
     Date through the date the Compliance Certificate with respect to the
     Company's financial statements for the fiscal quarter ending on or about
     February 28, 2000 is delivered to the Agent pursuant to subsection 7.02(b),
     the greater of 0.25% per annum and the rate per annum determined in
     accordance with Schedule 1.01 attached hereto, and (b) thereafter the rate
     per annum determined in accordance with Schedule 1.01 attached hereto.

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

          "Consolidated Adjusted Cash Flow" means, for any period, without
     duplication (a) Consolidated EBITDA for such period, plus (b) aggregate
     amount of rent expenses of Company and its Subsidiaries appearing in the
     consolidated statement of income of Company and its Subsidiaries for such
     period, minus (c) Non-Financed Capital Expenditures made during such
     period, minus (d) income taxes paid in cash in respect of such period,
     minus (e) to the extent that the aggregate amount of distributions and
     dividends made by Van Pac, LLC and VASH, LLC to their respective members
     (other than the Company) pursuant to Section 8.11(e) hereof during such
     period exceeds $1,500,000 in the aggregate, the amount of such excess (not
     to be less than zero); all for the Company and its Subsidiaries on a
     consolidated basis determined in accordance with GAAP.

          "Consolidated Adjusted EBITDA" means, for any period, (a) EBITDA for
     such period for the Company and its Subsidiaries on a consolidated basis
     determined in accordance with GAAP, plus (b) in the case of Targets
     acquired by the Company and its Subsidiaries, the EBITDA of such Targets
     for the applicable period prior to their acquisition by the Company or a
     Subsidiary; provided that if the acquisition of a Target is


                                       4
<PAGE>   12

     material to the Company's business, taken as a whole, the EBITDA of such
     Target shall be included only if the financial statements of such Target
     for such applicable period prior to its acquisition by the Company or a
     Subsidiary have been audited by a "Big Five" accounting firm or another
     independent accounting firm reasonably satisfactory to the Majority
     Lenders; provided further that, if the acquisition of a Target is not
     material to the Company's business taken as a whole, the EBITDA of such
     Target shall be included only if the financial statements of such Target
     for such application period prior to its acquisition by the Company or a
     Subsidiary have been reviewed by a "Big Five" accounting firm or another
     independent accounting firm reasonably satisfactory to the Majority
     Lenders.

          "Consolidated EBITDA" means, for any period, EBITDA of the Company and
     its Subsidiaries on a consolidated basis determined in accordance with
     GAAP.

          "Consolidated Fixed Charges" means, for any period, (without
     duplication) the sum of (a) gross interest expense payable in cash during
     such period, (b) the aggregate amount of rents paid in cash during such
     period, and (c) scheduled cash principal payments during such period on
     Indebtedness described in clauses (a), (b), (c), (d), (e), (f) and (g) of
     the definition of Indebtedness, all for the Company and its Subsidiaries on
     a consolidated basis determined in accordance with GAAP.

          "Consolidated Funded Debt" means (without duplication) the outstanding
     principal amount of, and all due and payable interest on, all Indebtedness,
     including without limitation all outstanding Revolving Loans and Swing Line
     Loans, plus all obligations under standby letters of credit, including,
     without limitation all L/C Obligations with respect to Standby Letters of
     Credit (other than the Standby Letter of Credit issued on the Closing Date
     to back up existing commercial letters of credit issued by the Bank of the
     West) plus the value of payments that the Company or a Subsidiary is
     obligated to make in the future under any covenant not to compete,
     consulting agreements (other than consulting agreements with Persons that
     are not Affiliates of the seller or the Company), "earn-up" or "earn-out"
     agreements and other deferred payment obligations incurred in connection
     with any Acquisition (excluding those payments which are non-cash payments
     which the Company or a Subsidiary does not have the option to pay in cash)
     accrued in accordance with GAAP, all for the Company and its Subsidiaries,
     determined on a consolidated basis in accordance with GAAP.

          "Consolidated Funded Debt to Consolidated Adjusted EBITDA Ratio"
     means, as at the end of each fiscal quarter, the ratio of Consolidated
     Funded Debt as of such date to Consolidated Adjusted EBITDA for the four
     fiscal quarters ending on such date, for the Company and its Subsidiaries
     on a consolidated basis determined in accordance with GAAP.

          "Contingent Obligation" means, as to any Person, any direct or
     indirect liability of that Person, whether or not contingent, with or
     without recourse, (a) with respect to any Indebtedness, lease, dividend,
     letter of credit or other obligation (the "primary obligations") of another
     Person (the "primary obligor"), including any obligation of that Person (i)
     to purchase, repurchase or otherwise acquire such primary obligations or
     any


                                       5
<PAGE>   13


     security therefor, (ii) to advance or provide funds for the payment or
     discharge of any such primary obligation, or to maintain working capital or
     equity capital of the primary obligor or otherwise to maintain the net
     worth or solvency or any balance sheet item, level of income or financial
     condition of the primary obligor, (iii) to purchase property, securities or
     services primarily for the purpose of assuring the owner of any such
     primary obligation of the ability of the primary obligor to make payment of
     such primary obligation, or (iv) otherwise to assure or hold harmless the
     holder of any such primary obligation against loss in respect thereof
     (each, a "Guaranty Obligation"); (b) with respect to any Surety Instrument
     issued for the account of that Person or as to which that Person is
     otherwise liable for reimbursement of drawings or payments; (c) to purchase
     any materials, supplies or other property from, or to obtain the services
     of, another Person if the relevant contract or other related document or
     obligation requires that payment for such materials, supplies or other
     property, or for such services, shall be made regardless of whether
     delivery of such materials, supplies or other property is ever made or
     tendered, or such services are ever performed or tendered, or (d) in
     respect of any Swap Contract. The amount of any Contingent Obligation
     shall, in the case of Guaranty Obligations, be deemed equal to the stated
     or determinable amount of the primary obligation in respect of which such
     Guaranty Obligation is made or, if not stated or if indeterminable, the
     maximum reasonably anticipated liability in respect thereof, and in the
     case of other Contingent Obligations other than in respect of Swap
     Contracts, shall be equal to the maximum reasonably anticipated liability
     in respect thereof and, in the case of Contingent Obligations in respect of
     Swap Contracts, shall be equal to the Swap Termination Value.

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

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

          "Credit Extension" means and includes (a) the making of any Loans
     hereunder, and (b) the Issuance of any Letters of Credit hereunder.

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

          "Delayed Draw Term Loans" means the Term Loans made subsequent to the
     Closing Date and on or before the Draw Period Termination Date pursuant to
     subsection 2.01(b).

          "Delayed Draw Certificate" is a certificate in the form attached
     hereto as Exhibit J.




                                       6
<PAGE>   14


          "Disposition" means (a) the sale, lease, conveyance or other
     disposition of property, other than sales or other dispositions expressly
     permitted under subsection 8.02(a), and (b) the sale or transfer by the
     Company or any Subsidiary of the Company of any equity securities issued by
     such Subsidiary to any Person other than a Wholly-Owned Subsidiary of the
     Company.

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

          "Domestic Subsidiary" means those Subsidiaries of the Company which
     are incorporated under the laws of any State of the United States, other
     than Subsidiaries which are Subsidiaries of Foreign Subsidiaries.

          "Draw Period Termination Date" means January 31, 2001.

          "EBITDA" means, (without duplication) with respect to any Person and
     with respect to any period, net income for such period, plus income tax
     expense for such period, plus gross interest expense for such period, plus
     depreciation and non-cash amortization expense for such period, plus losses
     on sales of fixed assets during such period, minus gains on sales of fixed
     assets during such period, minus any extraordinary income or gain for such
     period plus any non-cash extraordinary losses for such period, all
     determined in accordance with GAAP. For purposes of this definition,
     non-cash extraordinary losses means non-cash extraordinary losses
     attributable to the write-down in the book value of any fixed asset and all
     other non-cash extraordinary losses that the Majority Lenders determine do
     not and will not have an adverse effect on Consolidated Adjusted Cash Flow
     for any period occurring on or after the Closing Date.

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

          "Eligible Assignee" means (a) a commercial bank organized under the
     laws of the United States, or any state thereof, and having a combined
     capital and surplus of at least $100,000,000; (b) a commercial bank
     organized under the laws of any other country which is a member of the
     Organization for Economic Cooperation and Development (the "OECD"), or a
     political subdivision of any such country, and having a combined capital
     and surplus of at least $100,000,000, provided that such bank is acting
     through a branch or agency located in the country in which it is organized
     or another country which is also a member of the OECD; (c) any other entity
     which is an "accredited investor" (as defined in Regulation D under the
     Securities Act) which extends credit or buys loans as one of its
     businesses, including but not limited to, insurance companies, mutual funds
     and lease


                                       7
<PAGE>   15



     financing companies, in each case acceptable to Bank of America and BNP,
     each in its capacity as an Issuing Lender; or (d) a Person that is
     primarily engaged in the business of commercial banking and that is (i) a
     Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a Lender is
     a Subsidiary, or (iii) a Person of which a Lender is a Subsidiary; provided
     that no Affiliate of the Company shall be an Eligible Assignee.

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

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

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

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

          "ERISA Event" means (a) a Reportable Event with respect to a Pension
     Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Pension
     Plan subject to Section 4063 of ERISA during a plan year in which it was a
     substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
     cessation of operations which is treated as such a withdrawal under Section
     4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or
     any ERISA Affiliate from a Multiemployer Plan or notification that a
     Multiemployer Plan is in reorganization; (d) the filing of a notice of
     intent to terminate, the treatment of a Plan amendment as a termination
     under Section 4041 or 4041A of


                                       8
<PAGE>   16



     ERISA, or the commencement of proceedings by the PBGC to terminate a
     Pension Plan or Multiemployer Plan; (e) an event or condition which might
     reasonably be expected to constitute grounds under Section 4042 of ERISA
     for the termination of, or the appointment of a trustee to administer, any
     Pension Plan or Multiemployer Plan; or (f) the imposition of any liability
     under Title IV of ERISA, other than PBGC premiums due but not delinquent
     under Section 4007 of ERISA, upon the Company or any ERISA Affiliate.

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

          "Event of Default" means any of the events or circumstances specified
     in Section 9.01.

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

          "Existing Credit Agreement" means that certain Amended and Restated
     Loan and Security Agreement dated as of October 31, 1997 by and between the
     Company and Bank of the West, as amended from time to time prior to the
     Closing Date.

          "Existing Letters of Credit" means the letters of credit described in
     Schedule 8.08.

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

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

          "Fee Letter" has the meaning specified in subsection 2.09(a).

          "First Amended and Restated Credit Agreement" shall have the meaning
     assigned to that term in the Recitals.

          "First Amendment Agreement" shall have the meaning assigned to that
     term in the Recitals.




                                       9
<PAGE>   17


          "First Effective Date" means the date on or before April 14, 2000 on
     which the First Amended and Restated Agreement became effective pursuant to
     the terms of the First Amendment Agreement.

          "Foreign Subsidiaries" means Subsidiaries of the Company which are not
     Domestic Subsidiaries.

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

          "Further Taxes" means any and all present or future taxes, levies,
     assessments, imposts, duties, deductions, fees, withholdings or similar
     charges (including, without limitation, net income taxes and franchise
     taxes), and all liabilities with respect thereto, imposed by any
     jurisdiction on account of amounts payable or paid pursuant to Section
     4.01.

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

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

          "Guarantor" means each Subsidiary Guarantor.

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

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

          "Honor Date" has the meaning specified in subsection 3.03(b).

          "Hostile Acquisition" means the acquisition of the capital stock or
     other equity interests of a Person through a tender offer or similar
     solicitation of the owners of such capital stock or other equity interests
     which has not been approved (prior to such acquisition and which approval
     remains in effect) by resolutions of the Board of Directors of such Person
     or by similar action if such Person is not a corporation.


                                       10
<PAGE>   18



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

          "Indemnified Liabilities" has the meaning specified in Section 11.05.

          "Indemnified Person" has the meaning specified in Section 11.05.

          "Independent Auditor" has the meaning specified in subsection 7.01(a).

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

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

          "Interest Period" means, as to any LIBOR Rate Loan, the period
     commencing on the Borrowing Date of such Loan or on the
     Conversion/Continuation Date on which the Loan is converted into or
     continued as a LIBOR Rate Loan, and ending on the date one, two, three or
     six months thereafter as selected by the Company in its Notice of Borrowing
     or Notice of Conversion/Continuation;



                                       11
<PAGE>   19



     provided that:

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

               (ii) any Interest Period pertaining to a LIBOR Rate 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 the calendar
     month at the end of such Interest Period;

               (iii) no Interest Period for any Term Loan shall extend beyond
     May 31, 2004 and no Interest Period for any Revolving Loan shall extend
     beyond the then-applicable Revolving Termination Date; and

               (iv) no Interest Period with respect to any portion of the Term
     Loans shall extend beyond a date on which Company is required to make a
     scheduled payment of principal of the Term Loans, unless the sum of (a) the
     aggregate principal amount of Term Loans that are Base Rate Loans plus (b)
     the aggregate principal amount of Term Loans that are LIBOR Rate Loans with
     Interest Periods expiring on or before such date equals or exceeds the
     principal amount required to be paid on the Term Loans on such date.

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

          "Issuance Date" has the meaning specified in subsection 3.01(a).

          "Issue" means, with respect to any Letter of Credit, to issue or to
     extend the expiry of, or to renew or increase the amount of, such Letter of
     Credit; and the terms "Issued," "Issuing" and "Issuance" have corresponding
     meanings.

          "Issuing Lender" means (i) Bank of America or BNP in its capacity as
     issuer of one or more Commercial Letters of Credit hereunder, and (ii) Bank
     of America in its capacity as issuer of one or more Standby Letters of
     Credit hereunder, in each case together with any replacement letter of
     credit issuer arising under subsection 10.01(b) or Section 10.09.

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

          "L/C Advance" means each Lender's participation in any L/C Borrowing
     in accordance with its Pro Rata Share.



                                       12
<PAGE>   20


          "L/C Amendment Application" means an application form for amendment of
     outstanding standby or commercial documentary letters of credit as shall at
     any time be in use at the applicable Issuing Lender, as the applicable
     Issuing Lender shall request.

          "L/C Application" means an application form for issuances of Standby
     Letters of Credit or Commercial Letters of Credit as shall at any time be
     in use at the applicable Issuing Lender, as the applicable Issuing Lender
     shall request.

          "L/C Borrowing" means an extension of credit resulting from a drawing
     under any Letter of Credit which shall not have been reimbursed on the date
     when made nor converted into a Borrowing of Revolving Loans under
     subsection 3.03(b).

          "L/C Commitment" means the commitment of the Issuing Lenders to Issue,
     and the commitment of the Lenders severally to participate in, Letters of
     Credit from time to time Issued or outstanding under Article III, in an
     aggregate amount not to exceed on any date the Revolving Loan Commitments,
     as the same shall be reduced as a result of a reduction in the L/C
     Commitment pursuant to Section 2.05; provided that the L/C Commitment is a
     part of the Revolving Loan Commitments, rather than a separate, independent
     commitment.

          "L/C Obligations" means at any time the sum of (a) the aggregate
     undrawn amount of all Letters of Credit then outstanding, plus (b) the
     amount of all unreimbursed drawings under all Letters of Credit, including
     all outstanding L/C Borrowings.

          "L/C-Related Documents" means the Letters of Credit, the L/C
     Applications, the L/C Amendment Applications and any other document
     relating to any Letter of Credit, including any of the applicable Issuing
     Lender's standard form documents for letter of credit issuances.

          "Lender" means each of the institutions specified on Schedule I
     attached hereto, together with their assignees. Unless the context
     otherwise clearly requires, "Lender" includes any such institution in its
     capacity as Swing Line Lender or Issuing Lender.

          "Lending Office" means, as to any Lender, the office or offices of
     such Lender specified as its "Lending Office" or "Domestic Lending Office"
     or "Offshore Rate Lending Office," as the case may be, on Schedule 11.02,
     or such other office or offices as the Lender may from time to time notify
     the Company and the Agent.

          "Letters of Credit" means any Commercial Letters of Credit or Standby
     Letters of Credit Issued by the Issuing Lenders pursuant to Article III.

          "LIBOR Rate" means, for any Interest Period, with respect to LIBOR
     Rate Loans comprising part of the same Borrowing, the rate of interest per
     annum (rounded upward to the next 1/16th of 1%) determined by the Agent as
     follows:

                                               LIBOR
                               ---------------------------------------
                  LIBOR Rate =   1.00 -- Eurodollar Reserve Percentage


                                       13
<PAGE>   21




          Where,

          "LIBOR" means, for any Interest Period, the rate of interest per annum
     (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
     Telerate Page 3750 (or any successor page) as the London interbank offered
     rate for deposits in Dollars at approximately 11:00 a.m. (London time) two
     Business Days prior to the first day of such Interest Period for a term
     comparable to such Interest Period. If for any reason such rate is not
     available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for any
     Interest Period therefor, the rate per annum (rounded upwards, if
     necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO
     Page as the London interbank offered rate for deposits in Dollars at
     approximately 11:00 a.m. (London time) two Business Days prior to the first
     day of such Interest Period for a term comparable to such Interest Period;
     provided, however, if more than one rate is specified on Reuters Screen
     LIBO page, the applicable rate shall be the arithmetic mean of all such
     rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).

          The LIBOR Rate shall be adjusted automatically as to all LIBOR Rate
     Loans then outstanding as of the effective date of any change in the
     Eurodollar Reserve Percentage.

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

          "LIBOR Rate Margin" means (a) during the period from the Closing Date
     through the date the Compliance Certificate with respect to the Borrowers'
     financial statements for the fiscal quarter ending on or about February 28,
     2000 is delivered to the Lenders pursuant to subsection 7.02(b), the
     greater of (A)(1) in the case of Revolving Loans, 1.625% per annum and (2)
     in the case of Term Loans, 1.750% per annum and (B) the applicable rate per
     annum determined in accordance with Schedule 1.01 attached hereto, and (b)
     thereafter the applicable rate per annum determined in accordance with
     Schedule 1.01 attached hereto.

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

          "Loan" means an extension of credit by a Lender to the Company under
     Article II or Article III, and may be a Base Rate Loan or a LIBOR Rate Loan
     (each, a "Type" of Loan), and includes any Swing Line Loan, Revolving Loan
     or Term Loan.




                                       14
<PAGE>   22


          "Loan Documents" means this Agreement, any Notes, the Subsidiary
     Guaranty the Fee Letter, the L/C-Related Documents, and all other documents
     delivered to the Agent or any Lender in connection with the transactions
     contemplated by this Agent.

          "Loan Exposure" means the Term Loan Exposure or the Revolving Loan
     Exposure.

          "Loan Party" means each of the Company and any of its Subsidiaries
     from time to time executing a Loan Document, and "Loan Parties'" means all
     such Persons collectively.

          "Majority Lenders" means at any time at least two Lenders then holding
     in excess of 50% of the aggregate amount of Term Loan Exposure and
     Revolving Loan Exposure.

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

          "Material Domestic Subsidiary" means any Domestic Subsidiary of
     Company that (i) owns at any time 7.5% or more of the total assets of the
     Company and its Subsidiaries measured on a consolidated basis, or (ii)
     accounts for any fiscal quarter for 7.5% or more of the total revenues of
     the Company and its Subsidiaries measured on a consolidated basis.

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

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

          "Non-Financed Capital Expenditures" means, for any period, capital
     expenditures made by the Company and its Subsidiaries during such period
     (other than capital leases and net of net proceeds of purchase money
     financings and net of net proceeds of Delayed Draw Term Loans made to
     finance capital expenditures made during such period) determined in
     accordance with GAAP.

          "Note" means a Revolving Note, a Term Note or a Swing Line Note, and
     "Notes" means all such notes collectively.

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




                                       15
<PAGE>   23


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

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

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

          "Original Credit Agreement" shall have the meaning assigned to that
     term in the Recitals.

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

          "Participant" has the meaning specified in subsection 11.08(d).

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

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

          "Permitted Acquisition" means an Acquisition with respect to which all
     of the following conditions shall have been satisfied (or the Majority
     Lenders shall have otherwise approved the Acquisition):

          (a) the Person, division or business being acquired (the "Target")
     shall be in a business which is substantially the same business as, or
     substantially complementary to, the business that the Company and its
     Subsidiaries are engaged in as of the Closing Date;

          (b) the Acquisition shall not be a Hostile Acquisition;

          (c) after giving effect to the Acquisition, the sum of (i) the
     aggregate amount of the Total Consideration paid for all Acquisitions
     during the fiscal year plus (ii) the



                                       16
<PAGE>   24

     aggregate amount of Permitted Equity Investments during the fiscal year
     shall not exceed $10,000,000 (it being understood that unused amounts in
     one fiscal year will not be eligible to be carried forward to any future
     periods);

          (d) before and after giving effect to the Acquisition, (i) the Company
     shall have cash and cash equivalents plus availability under the Revolving
     Loan Commitment for Borrowings thereunder of at least $5,000,000 and (ii)
     no Default or Event of Default shall exist, including with respect to the
     covenants contained in section 8.12, based on the financial statements most
     recently delivered to the Agent pursuant to subsections 7.01(a) or (b) as
     adjusted on a pro forma basis including the Target; and

          (e) (i) at least ten Business Days prior to the closing of the
     Acquisition, the Company shall have delivered to the Agent and each Lender
     all available financial statements of the Target and, if requested by the
     Agent or the Majority Lenders, such other documents and agreements relating
     to the Acquisition as the Agent or the Majority Lenders may reasonably
     request; provided that neither the Agent nor any Lender shall have
     the right to approve or disapprove such documents and agreements and (ii)
     at least ten Business Days prior to the closing date of the Acquisition,
     the Company shall have delivered to the Agent and each Lender an executed
     officer's certificate in form and substance reasonably satisfactory to
     Agent and the Majority Lenders certifying that the Acquisition satisfies
     all of the conditions set forth in this definition and attaching thereto a
     Compliance Certificate.

          "Permitted Equity Investment" means an equity Investment (other than
     Acquisitions and other than investments satisfying the investment
     objectives and investment criteria set forth in the Company's Investment
     Policy attached hereto as Exhibit K) made by the Company from and after the
     Closing Date in (i) any of the Company's Subsidiaries in existence as of
     the Closing Date or (ii) any other Person substantially all of the business
     of which is in substantially the same business as, or substantially
     complementary to, the business that the Company and its Subsidiaries are
     engaged in as of the Closing Date, in each case with respect to which all
     of the following conditions shall have been satisfied (or the Majority
     Lenders shall have otherwise approved the Investment):

          (a) after giving effect to the Permitted Equity Investment, the sum of
     (i) the aggregate amount of Permitted Equity Investment during the fiscal
     year plus (ii) the aggregate amount of the Total Consideration paid for all
     Acquisitions during the fiscal year shall not exceed $10,000,000 (it being
     understood that unused amounts in one fiscal year will not be eligible to
     be carried forward to any future periods);

          (b) after giving effect to the Permitted Equity Investment, (i) the
     Company shall have cash and cash equivalents plus availability under the
     Revolving Loan Commitment for Borrowings thereunder of at least $5,000,000,
     and (ii) no Default or Event of Default shall exist, including with respect
     to the covenants contained in Section 8.12, based on the financial
     statements most recently delivered to the Agent



                                       17
<PAGE>   25

     pursuant to subsections 7.01(a) or (b) as adjusted on a pro forma basis
     including the Investment; and

          (c) (i) if requested by the Agent or the Majority Lenders, at least
     ten Business Days prior to the closing of the Investment, the Company shall
     have delivered to the Agent and each Lender such documents and agreements
     relating to the Investment as the Agent or the Majority Lenders may
     reasonably request; provided that neither the Agent nor any Lender shall
     have the right to approve or disapprove such documents and agreements, and
     (ii) at least ten Business Days prior to the closing date of the
     Investment, the Company shall have delivered to the Agent and each Lender
     an executed officer's certificate in form and substance reasonably
     satisfactory to Agent and the Majority Lenders certifying that the
     Investment satisfies all of the conditions set forth in this definition and
     attaching thereto a Compliance Certificate.

          "Permitted Liens" has the meaning specified in Section 8.01.

          "Permitted Swap Obligations" means all obligations (contingent or
     otherwise) of the Company or any Subsidiary existing or arising under Swap
     Contracts, provided that each of the following criteria is satisfied: (a)
     such obligations are (or were) entered into by such Person in the ordinary
     course of business for the purpose of directly mitigating risks associated
     with liabilities, commitments or assets held by such Person, or changes in
     the value of securities issued by such Person in conjunction with a
     securities repurchase program not otherwise prohibited hereunder, and not
     for purposes of speculation or taking a "market view;" and (b) such Swap
     Contracts do not contain (i) any provision ("walk-away" provision)
     exonerating the non-defaulting party from its obligation to make payments
     on outstanding transactions to the defaulting party, or (ii) any provision
     creating or permitting the declaration of an event of default, termination
     event or similar event upon the occurrence of an Event of Default hereunder
     (other than an Event of Default under subsection 9.01(a)).

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

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

          "Pro Rata Share" means (i) with respect to all payments, computations
     and other matters relating to the Term Loan Commitment or the Term Loan of
     any Lender, the percentage obtained by dividing (x) the Term Loan Exposure
     of that Lender by (y) the aggregate Term Loan Exposure of all Lenders, (ii)
     with respect to all payments, computations and other matters relating to
     the Revolving Loan Commitment or the participations in any Swing Line Loans
     purchased by any Lender or the Revolving Loans and L/C Obligations of any
     Lender, the percentage obtained by dividing (x) the Revolving Loan Exposure
     of that Lender by (y) the aggregate Revolving Loan Exposure of all Lenders,
     and (iii) for all other purposes with respect to each Lender, the
     percentage


                                       18
<PAGE>   26

     obtained by dividing (x) the sum of the Term Loan Exposure of that Lender
     plus the Revolving Loan Exposure of that Lender by (y) the sum of the
     aggregate Term Loan Exposure of all Lenders plus the aggregate Revolving
     Loan Exposure of all Lenders, in any such case as the applicable percentage
     may be adjusted by assignments permitted pursuant to Section 11.08. The
     initial Pro Rata Share of each Lender as of the Closing Date for purposes
     of each of clauses (i), (ii) and (iii) of the preceding sentence is set
     forth opposite the name of that Lender in Schedule 2.01(a) annexed hereto
     and the initial Pro Rata Share of each Lender as of the First Effective
     Date for purposes of each of clauses (i), (ii) and (iii) of the preceding
     sentence is set forth opposite the name of that Lender in Schedule 2.01(b)
     annexed hereto. The initial Pro Rata Share of each Lender as of the Second
     Effective Date for purposes of each of clauses (i), (ii), and (iii) of the
     first sentence of this definition is set forth opposite the name of that
     Lender in Schedule 2.01(c) annexed hereto.

          "Quick Ratio" means, as of any date of determination, the ratio of (i)
     current assets of the Company and its Subsidiaries consisting of cash,
     marketable debt securities with maturities of less than one year and
     accounts receivable, to (ii) the sum of current liabilities of the Company
     and its Subsidiaries plus, without duplication, the aggregate amount of
     Revolving Loans and Swing Line Loans outstanding as of such date of
     determination, in each case determined on a consolidated basis in
     accordance with GAAP.

          "Reference Lender" means Bank of America and any successor Agent
     arising under Section 10.09.

          "Refunded Swing Line Loans" has the meaning specified in subsection
     2.01(d)(iii).

          "Register" has the meaning specified in subsection 2.02(a)(i).

          "Replacement Lender" has the meaning specified in Section 4.08.

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

          "Required Revolving Lenders" means Lenders having in excess of 50% of
     the Revolving Loan Exposure.

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

          "Responsible Officer" means the chief executive officer or the
     president of the Company, the general counsel, the chief financial officer,
     or any other officer having substantially the same authority and
     responsibility; or, with respect to compliance with


                                       19
<PAGE>   27

     financial covenants, the chief financial officer, the treasurer or
     controller of the Company, or any other officer having substantially the
     same authority and responsibility.

          "Revolving Loan" means a Loan made by a Lender to the Company pursuant
     to subsection 2.01(c).

          "Revolving Loan Commitment," as to each Lender, has the meaning
     specified in Section 2.01, and "Revolving Loan Commitments" means such
     commitments of all Lenders in the aggregate.

          "Revolving Loan Exposure" means, with respect to any Lender as of any
     date of determination (i) prior to the termination of the Revolving Loan
     Commitments, that Lender's Revolving Loan Commitment and (ii) after the
     termination of the Revolving Loan Commitments, the sum of (a) the aggregate
     outstanding principal amount of the Revolving Loans of that Lender plus (b)
     the amount of such Lender's pro rata share of the L/C Obligations plus (c)
     in the case of the Swing Line Lender, the aggregate outstanding principal
     amount of all Swing Line Loans (net of any participations therein purchased
     by other Lenders), plus (d) the aggregate amount of all participations
     purchased by that Lender in any outstanding Swing Line Loans.

          "Revolving Notes" means (i) the promissory notes of the Company issued
     pursuant to subsection 2.02(b) on the Closing Date and (ii) any promissory
     notes issued by the Company pursuant to subsection 11.08(c) in connection
     with assignments of the Revolving Loan Commitments and Revolving Loans of
     any Lenders, in each case substantially in the form of Exhibit F annexed
     hereto, as they may be amended, supplemented or otherwise modified from
     time to time.

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

          (a) April 30, 2004; and

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

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

          "Second Amendment Agreement" shall have the meaning assigned to that
     term in the Recitals.

          "Second Effective Date" means the date on or before April 30, 2001 on
     which the Second Amended and Restated Agreement becomes effective pursuant
     to the terms of the Second Amendment Agreement.

          "Securities Act" means the Securities Act of 1933, as amended, and
     regulations promulgated thereunder.


                                       20
<PAGE>   28

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

          "Standby L/C Fee Rate" means, at any time, the LIBOR Rate Margin in
     effect that is applicable to Revolving Loans at such time.

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

          "Statutory Liens" has the meaning specified in Section 8.01(b).

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

          "Subsidiary Guarantor" means each Material Domestic Subsidiary of the
     Company which executes and delivers a Subsidiary Guaranty pursuant to
     Section 7.14.

          "Subsidiary Guaranty" means the Subsidiary Guaranty, in substantially
     the form of Exhibit G attached hereto, executed and delivered by the
     Subsidiary Guarantors from time to time pursuant to Section 7.14, as
     amended, supplemented or otherwise modified from time to time.

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

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



                                       21
<PAGE>   29


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

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

          "Swing Line Lender" means Bank of America, or any Person serving as a
     successor Agent hereunder, in its capacity as Swing Line Lender hereunder.

          "Swing Line Loan Commitment" means the commitment of the Swing Line
     Lender to make Swing Line Loans to the Company pursuant to subsection
     2.01(d).

          "Swing Line Loan" means a Loan made by the Swing Line Lender to the
     Company pursuant to subsection 2.01(d).

          "Swing Line Note" means any promissory note of the Company issued
     pursuant to subsection 2.02(b) to evidence the Swing Line Loans of the
     Swing Line Lender, substantially in the form of Exhibit E annexed hereto,
     as it may be amended, supplemented or otherwise modified from time to time.

          "Target" shall have the meaning given in the definition of Permitted
     Acquisition.

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

          "Term Loan" means a Loan made by a Lender to the Company pursuant to
     subsections 2.01(a) or (b).

          "Term Loan Commitment" means the commitment of a Lender to make Term
     Loans to the Company pursuant to subsections 2.01(a) and (b), and "Term
     Loan Commitments" means such commitments of all Lenders in the aggregate.

          "Term Loan Exposure" means, with respect to any Lender as of any date
     of determination (i) prior to the funding of any Term Loan, that Lender's
     Term Loan Commitment, (ii) after the funding of any Term Loan or Term
     Loans, but prior to the



                                       22
<PAGE>   30


     Draw Period Termination Date, the outstanding principal amount of the Term
     Loans of that Lender plus that Lender's remaining Term Loan Commitment, if
     any, and (iii) after the Draw Period Termination Date, the outstanding
     principal amount of the Term Loans of that Lender.

          "Term Notes" means (i) the promissory notes of Company issued pursuant
     to subsection 2.02(b) on the Closing Date and (ii) any promissory notes
     issued by the Company pursuant to subsection 11.08(c) in connection with
     assignments of the Term Loan Commitments or Term Loans of any Lenders, in
     each case substantially in the form of Exhibit D annexed hereto, as they
     may be amended, supplemented or otherwise modified from time to time.

          "Total Consideration" means, with respect to any Acquisition, (without
     duplication) the sum of (a) the total amount of cash paid in connection
     with such Acquisition, (b) all Indebtedness incurred in connection with
     such Acquisition, (c) the amount of direct and contingent liabilities
     assumed in connection with such Acquisition (excluding normal trade
     payables, accruals and indemnities), (d) the amount of Indebtedness payable
     to the seller in connection with such Acquisition, (e) the value of
     payments that the Company or a Subsidiary is obligated to make in the
     future under any covenant not to compete, consulting agreements, "earn-up"
     or "earn-out" agreements and other deferred payment obligations incurred in
     connection with any Acquisition accrued in accordance with GAAP, and (f)
     the actual amounts paid under "earn-out" and "earn-up" agreements and
     similar contingent payment agreements in connection with such Acquisition.

          "Type" has the meaning specified in the definition of "Loan."

          "Unfunded Pension Liability" means the excess of a Plan's benefit
     liabilities under Section 4001(a)(16) of ERISA, over the current value of
     that Plan's assets, determined in accordance with the assumptions used for
     funding the Pension Plan pursuant to Section 412 of the Code for the
     applicable plan year.

          "United States" and "U.S." each means the United States of America.

          "Wholly-Owned Subsidiary" means any corporation in which (other than
     directors' qualifying shares required by law) 100% of the capital stock of
     each class having ordinary voting power, and 100% of the capital stock of
     every other class, in each case, at the time as of which any determination
     is being made, is owned, beneficially and of record, by the Company, or by
     one or more of the other Wholly-Owned Subsidiaries, or both.

     1.02 Other Interpretive Provisions.

          (a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.


                                       23
<PAGE>   31

          (b) The words "hereof", "herein", "hereunder" and similar words refer
to this Agreement as a whole and not to any particular provision of this
Agreement; and subsection, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

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

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

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

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

          (d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting the statute or
regulation.

          (e) The captions and headings of this Agreement are for convenience of
reference only and shall not affect the interpretation of this Agreement.

          (f) This Agreement and other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters. All
such limitations, tests and measurements are cumulative and shall each be
performed in accordance with their terms. Unless otherwise expressly provided,
any reference to any action of the Agent or the Lenders by way of consent,
approval or waiver shall be deemed modified by the phrase "in its/their sole
discretion."

          (g) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Agent, the Company
and the other parties, and are the products of all parties. Accordingly, they
shall not be construed against the Lenders or the Agent merely because of the
Agent's or Lenders' involvement in their preparation.


                                       24
<PAGE>   32

     1.03 Accounting Principles.

          (a) Unless the context otherwise clearly requires, all accounting
terms not expressly defined herein shall be construed, and all financial
computations required under this Agreement shall be made, in accordance with
GAAP, consistently applied.

          (b) References herein to "fiscal year" and "fiscal quarter" refer to
such fiscal periods of the Company. For purposes of interpreting the provisions
of this Agreement, if a date is stated herein or in any of the other Loan
Documents as being on or about February 28, May 30, August 31, or November 30,
as it relates to any fiscal period, it shall be deemed to refer to a date (which
may not exactly be February 28, May 30, August 31 or November 30) which is the
end of the applicable fiscal period of the Company ending on or about such date.
As an example, since the first fiscal quarter of the Company for fiscal year
1999 ends on August 28, (c) 1999, all references in this Agreement and the other
Loan Documents to a date relating to a fiscal period which is on or about August
31, 1999 shall be deemed to refer to August 28, 1999.

                                   ARTICLE II

                                   THE CREDITS

     2.01 Amounts and Terms of Commitments.

          (a) Closing Date Term Loans. Subject to the terms and conditions of
this Agreement, each Lender severally agrees to lend to the Company at the time
of Closing on the Closing Date an amount not exceeding its Pro Rata Share of
$5,000,000 to be used for the purpose of repaying in full all of the outstanding
amounts under the Existing Credit Agreement and for working capital and general
corporate purposes of Company and its Subsidiaries. The amount of each Lender's
Term Loan Commitment (a) for the period commencing on the Closing Date and
ending on the date immediately preceding the First Effective Date is set forth
opposite its name on Schedule 2.01(a) annexed hereto and the aggregate amount of
the Term Loan Commitments for such period is $10,500,000, (b) for the period
commencing on the First Effective Date and ending on the date immediately
preceding the Second Effective Date is set forth opposite its name on Schedule
2.01(b) annexed hereto and the aggregate amount of the Term Loan Commitments for
such period is $15,000,000. The amount of each Lender's Term Loan Exposures as
of the Second Effective Date is set forth opposite its name on Schedule 2.01(c)
annexed hereto and the aggregate amount of the Term Loan Exposures on the Second
Effective Date is $13,630,117.25; provided, in each case, that the Term Loan
Commitments and/or Term Loan Exposures of the Lenders shall be adjusted to give
effect to any assignments of the Term Loan Commitments and/or Term Loan
Exposures pursuant to subsection 11.08. Amounts borrowed under this subsection
2.01(a) and subsequently repaid or prepaid may not be reborrowed.

          (b) Delayed Draw Term Loans. Subject to the terms and conditions of
this Agreement, each Lender severally agrees to lend to the Company from time to
time during the


                                       25
<PAGE>   33

period from and excluding the Closing Date to and including the Draw Period
Termination Date an amount not exceeding its Pro Rata Share of the aggregate
amount of the Term Loan Commitments less (i) the aggregate amount of Closing
Date Term Loans made pursuant to subsection 2.01(a), and (ii) the aggregate
amount of Delayed Draw Term Loans previously made pursuant to this subsection,
to be used for the purpose of paying a portion of the cost of Non-Financed
Capital Expenditures. Amounts borrowed under this subsection 2.01(b) shall be
for the purpose of paying or refinancing the cost of Non-Financed Capital
Expenditures incurred during the period commencing on June 1, 1999 and ending on
the last day of the fiscal quarter ending on or about November 30, 2000
(including repaying the Revolving Loans borrowed to finance such Non-Financed
Capital Expenditures), itemized by the Company in the Delayed Draw Certificate,
as required under Section 5.02(a). Amounts borrowed under this subsection
2.01(b) and subsequently repaid or prepaid may not be reborrowed.

          (c) Revolving Loans. Subject to the terms and conditions of this
Agreement, each Lender severally agrees, subject to the limitations set forth
below with respect to the maximum amount of Revolving Loans permitted to be
outstanding from time to time, to lend to (d) the Company from time to time
during the period from the time of Closing on the Closing Date to but excluding
the Revolving Termination Date an aggregate amount not exceeding its Pro Rata
Share of the aggregate amount of the Revolving Loan Commitments to be used for
the purposes identified in subsection 7.12. The original amount of each Lender's
Revolving Loan Commitment (a) for the period commencing on the Closing Date and
ending on the date immediately preceding the First Effective Date is set forth
opposite its name on Schedule 2.01(a) annexed hereto and the aggregate original
amount of the Revolving Loan Commitments for such period is $53,000,000, (b) for
the period commencing on the First Effective Date and ending on the date
immediately preceding the Second Effective Date is set forth opposite its name
on Schedule 2.01(b) annexed hereto and the aggregate amount of the Revolving
Loan Commitments for such period is $63,000,000, and (c) for Second Effective
Date and thereafter is set forth opposite its name on Schedule 2.01(c) annexed
hereto and the aggregate amount of the Revolving Loan Commitments on and after
the Second Effective Date is $85,000,000; provided, in each case, that the
Revolving Loan Commitments of the Lenders shall be adjusted to give effect to
any assignments of the Revolving Loan Commitments pursuant to subsection 11.08;
and provided, further that the amount of the Revolving Loan Commitments shall be
reduced from time to time by the amount of any reductions thereto made pursuant
to Section 2.05. Each Lender's Revolving Loan Commitment shall expire on the
Revolving Termination Date and all Revolving Loans and all other amounts owed
hereunder with respect to the Revolving Loans and the Revolving Loan Commitments
shall be paid in full no later than that date; provided that, after giving
effect to any Borrowing of Revolving Loans, the Effective Amount of all
outstanding Revolving Loans and Swing Line Loans and the Effective Amount of all
L/C Obligations, shall not at any time exceed the combined Revolving Loan
Commitments; and provided further, that the Effective Amount of the Revolving
Loans of any Lender plus the participation of such Lender in the Effective
Amount of all L/C Obligations and Swing Line Loans shall not at any time exceed
such Lender's Revolving Loan Commitment. Amounts borrowed under this subsection
2.01(c) may be repaid and reborrowed to but excluding the Revolving Termination
Date.


                                       26
<PAGE>   34

          (d) Swing Line Loans.

               (i) Subject to the terms and conditions of this Agreement, the
     Swing Line Lender hereby agrees, subject to the limitations set forth below
     with respect to the maximum amount of Swing Line Loans permitted to be
     outstanding from time to time, to make a portion of the Revolving Loan
     Commitments available to the Company from time to time during the period
     from the Closing Date to but excluding the Revolving Termination Date by
     making Swing Line Loans to the Company in an aggregate amount not exceeding
     the amount of the Swing Line Loan Commitment to be used for the purposes
     identified in Section 7.12, notwithstanding the fact that such Swing Line
     Loans, when aggregated with the Effective Amount of the Swing Line Lender's
     Revolving Loans and L/C Obligations then in effect, may exceed the Swing
     Line Lender's Revolving Loan Commitment. The original amount of the Swing
     Line Loan Commitment is $3,000,000; provided that any reduction of the
     Revolving Loan Commitments made pursuant to Section 2.05 which reduces the
     aggregate Revolving Loan Commitments to an amount less than the then
     current amount of the Swing Line Loan Commitment shall result in an
     automatic corresponding reduction of the Swing Line Loan Commitment to the
     amount of the Revolving Loan Commitments, as so reduced, without any
     further action on the part of the Company, the Agent or the Swing Line
     Lender. The Swing Line Loan Commitment shall expire on the Revolving
     Termination Date and all Swing Line Loans and all other amounts owed
     hereunder with respect to the Swing Line Loans shall be paid in full no
     later than that date. Amounts borrowed under this subsection 2.01(d) may be
     repaid and reborrowed to but excluding the Revolving Termination Date.

               (ii) Anything contained in this Agreement to the contrary
     notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment
     shall be subject to the limitation that Effective Amount of all outstanding
     Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time
     exceed the combined Revolving Loan Commitments after giving effect to any
     Borrowing of Swing Line Loans, then in effect.

               (iii) With respect to any Swing Line Loans which have not been
     prepaid by the Company pursuant to subsections 2.01(d)(i) or 2.06 or repaid
     by the Company pursuant to subsection 2.01(d)(vi), the Swing Line Lender
     may, at any time in its sole and absolute discretion, deliver to the Agent
     (with a copy to the Company), no later than 11:00 a.m. (San Francisco time)
     on the first Business Day in advance of the proposed funding date, a notice
     (which shall be deemed to be a Notice of Borrowing given by the Company)
     requesting the Lenders to make Revolving Loans that are Base Rate Loans on
     such funding date in an amount equal to the amount of such Swing Line Loans
     (the "Refunded Swing Line Loans") outstanding on the date such notice is
     given which the Swing Line Lender requests the Lenders to prepay. Anything
     contained in this Agreement to the contrary notwithstanding, (i) the
     proceeds of such Revolving Loans made by the Lenders other than the Swing
     Line Lender shall be immediately delivered by the Agent to the Swing Line
     Lender (and not to the Company) and applied



                                       27
<PAGE>   35

     to repay a corresponding portion of the Refunded Swing Line Loans and (ii)
     on the day such Revolving Loans are made, the Swing Line Lender's Pro Rata
     Share of the Refunded Swing Line Loans shall be deemed to be paid with the
     proceeds of a Revolving Loan made by the Swing Line Lender, and such
     portion of the Swing Line Loans deemed to be so paid shall no longer be
     outstanding as Swing Line Loans and shall no longer be due under the Swing
     Line Note, if any, of the Swing Line Lender but shall instead constitute
     part of the Swing Line Lender's outstanding Revolving Loans and shall be
     due under the Revolving Note, if any, of the Swing Line Lender. The Company
     hereby authorizes the Agent and the Swing Line Lender to charge the
     Company's accounts with the Agent and the Swing Line Lender (up to the
     amount available in each such account) in order to immediately pay the
     Swing Line Lender the amount of the Refunded Swing Line Loans to the extent
     the proceeds of such Revolving Loans made by the Lenders, including the
     Revolving Loan deemed to be made by the Swing Line Lender, are not
     sufficient to repay in full the Refunded Swing Line Loans. If any portion
     of any such amount paid (or deemed to be paid) to the Swing Line Lender
     should be recovered by or on behalf of Company from the Swing Line Lender
     in bankruptcy, by assignment for the benefit of creditors or otherwise, the
     loss of the amount so recovered shall be ratably shared among all Lenders
     in the manner contemplated by Section 2.14.

               (iv) If for any reason (a) Revolving Loans are not made upon the
     request of the Swing Line Lender as provided in the immediately preceding
     paragraph (iii) in an amount sufficient to repay any amounts owed to the
     Swing Line Lender in respect of any outstanding Swing Line Loans or (b) the
     Revolving Loan Commitments are terminated at a time when any Swing Line
     Loans are outstanding, each Lender shall be deemed to, and hereby agrees
     to, have purchased a participation in such outstanding Swing Line Loans in
     an amount equal to its Pro Rata Share (calculated, in the case of the
     foregoing clause (b), immediately prior to such termination of the
     Revolving Loan Commitments) of the unpaid amount of such Swing Line Loans
     together with accrued interest thereon. Upon one Business Day's notice from
     the Swing Line Lender, each Lender shall deliver to the Swing Line Lender
     an amount equal to its respective participation in same day funds at the
     Agent's Payment Office. In order to further evidence such participation
     (and without prejudice to the effectiveness of the participation provisions
     set forth above), each Lender agrees to enter into a separate participation
     agreement at the request of the Swing Line Lender in form and substance
     reasonably satisfactory to Swing Line Lender. In the event any Lender fails
     to make available to the Swing Line Lender the amount of such Lender's
     participation as provided in this paragraph, the Swing Line Lender shall be
     entitled to recover such amount on demand from such Lender together with
     interest thereon at the rate customarily used by the Swing Line Lender for
     the correction of errors among banks for three Business Days and thereafter
     at the Base Rate. In the event the Swing Line Lender receives a payment of
     any amount in which other Lenders have purchased participations as provided
     in this paragraph, the Swing Line Lender shall promptly distribute to each
     such other Lender its Pro Rata Share of such payment.


                                       28
<PAGE>   36

               (v) Anything contained herein to the contrary notwithstanding,
     each Lender's obligation to make Revolving Loans for the purpose of
     repaying any Refunded Swing Line Loans pursuant to paragraph (iii) above
     and each Lender's obligation to purchase a participation in any unpaid
     Swing Line Loans pursuant to the immediately preceding paragraph (iv) shall
     be absolute and unconditional and shall not be affected by any
     circumstance, including without limitation (a) any set-off, counterclaim,
     recoupment, defense or other right which such Lender may have against the
     Swing Line Lender, the Company or any other Person for any reason
     whatsoever; (b) the occurrence or continuation of an Event of Default or a
     Default; (c) any adverse change in the business, operations, properties,
     assets, condition (financial or otherwise) or prospects of the Company or
     any of its Subsidiaries; (d) any breach of this Agreement or any other Loan
     Document by any party thereto; or (e) any other circumstance, happening or
     event whatsoever, whether or not similar to any of the foregoing; provided
     that such obligations of each Lender are subject to the condition
     that (x) the Swing Line Lender believed in good faith that all conditions
     under Section 5 to the making of the applicable Refunded Swing Line Loans
     or other unpaid Swing Line Loans, as the case may be, were satisfied at the
     time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or
     (y) the satisfaction of any such condition not satisfied had been waived in
     accordance with subsection 11.01 prior to or at the time such Refunded
     Swing Line Loans or other unpaid Swing Line Loans were made.

               (vi) The Swing Line Loans shall be payable on the earliest of (i)
     the seventh Business Day after it is made, the (ii) Revolving Termination
     Date and (iii) upon demand made by the Swing Line Lender.

     2.02 Register; Notes.

          (a) The Register.

               (i) The Agent shall maintain, at its address referred to in
     Section 11.02, a register for the recordation of the names and addresses of
     Lenders and the Commitments and Loans of each Lender from time to time (the
     "Register"). The Register shall be available for inspection by the Company
     or any Lender at any reasonable time and from time to time upon reasonable
     prior notice.

               (ii) The Agent shall record in the Register the Term Loan
     Commitment, Revolving Loan Commitment and Swing Line Loan Commitment and
     the Term Loan, Revolving Loans and Swing Line Loans from time to time of
     each Lender, and each repayment or prepayment in respect of the principal
     amount of the Term Loans, Revolving Loans or Swing Line Loans of each
     Lender. Any such recordation shall be conclusive and binding on the Company
     and each Lender, absent gross negligence or manifest error; provided that
     failure to make any such recordation, or any error in such recordation,
     shall not affect any Lender's Commitments or the Company's obligations in
     respect of any applicable Loans.


                                       29
<PAGE>   37

               (iii) Each Lender shall record on its internal records
     (including, without limitation, the Notes held by such Lender) the amount
     of each Term Loan, each Revolving Loan, if such Lender is the Swing Line
     Lender, the Swing Line Loans made by it and each payment in respect
     thereof. Any such recordation shall be conclusive and binding on the
     Company, absent gross negligence or manifest error; provided that failure
     to make any such recordation, or any error in such recordation, shall not
     affect any Lender's Commitments or the Company's obligations in respect of
     any applicable Loans; and provided, further that in the event of any
     inconsistency between the Register and any Lender's records, the
     recordations in the Register shall govern.

               (iv) The Company, Agent and the Lenders shall deem and treat the
     Persons listed as Lenders in the Register as the holders and owners of the
     corresponding Commitments and Loans listed therein for all purposes hereof,
     and no assignment or transfer of any such Commitment or Loan shall be
     effective, in each case unless and until an Assignment Agreement effecting
     the assignment or transfer thereof shall have been accepted by Agent and
     recorded in the Register as provided in subsection 11.08(b). Prior to such
     recordation, all amounts owed with respect to the applicable Commitment or
     Loan shall be owed to the Lender listed in the Register as the owner
     thereof, and any request, authority or consent of any Person who, at the
     time of making such request or giving such authority or consent, is listed
     in the Register as a Lender shall be conclusive and binding on any
     subsequent holder, assignee or transferee of the corresponding Commitments
     or Loans.

          (b) Notes. The Company shall execute and deliver on the Closing Date
(i) to each Lender (or to the Agent for that Lender) a Term Note substantially
in the form of Exhibit D annexed hereto to evidence that Lender's Term Loans, in
the principal amount of that Lender's Term Loan Commitment and with other
appropriate insertions, (ii) to each Lender (or to the Agent for that Lender) a
Revolving Note substantially in the form of Exhibit F annexed hereto to evidence
that Lender's Revolving Loan Commitment and with other appropriate insertions,
and (iii) to the Swing Line Lender a Swing Line Note in the form of Exhibit E
annexed hereto.

          The Agent may deem and treat the payee of any Note as the owner
thereof for all purposes hereof unless and until an Assignment and Acceptance
effecting the assignment or transfer thereof shall have been accepted by Agent
as provided in subsection 11.08. Any request, authority or consent of any person
or entity who, at the time of making such request or giving such authority or
consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, assignee or transferee of that Note or of any Note or Notes
issued in exchange therefor.

     2.03 Procedure for Borrowing.

          (a) Each Borrowing (other than a Borrowing made at the request of the
Swing Line Lender pursuant to subsection 2.01(d)(iii) for the purpose of
repaying any Refunded Swing Line Loans) shall be made upon the Company's
irrevocable written notice delivered to the Agent in the form of a Notice of
Borrowing (which notice must be received by


                                       30
<PAGE>   38

the Agent prior to 9:00 a.m. (San Francisco time) (i) three Business Days prior
to the requested Borrowing Date, in the case of LIBOR Rate Loans; and (ii) one
Business Day prior to the requested Borrowing Date, in the case of Base Rate
Loans, provided that such notice shall be given prior to 11:00 a.m. San
Francisco time on the day of the proposed Borrowing if such Borrowing consists
of a Swing Line Loan, specifying:

               (A) the amount of the Borrowing, which shall be in an aggregate
          minimum amount of $1,500,000 and multiples of $1,000,000 in excess
          thereof; provided that the Swing Line Loans shall be in a minimum
          amount of $500,000 or any multiple of $100,000 in excess thereof;

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

               (C) the Type of Loans comprising the Borrowing (which shall be
          Base Rate Loans if the Borrowing consists of a Swing Line Loan); and

               (D) the duration of the Interest Period applicable to LIBOR Rate
          Loans included in such notice.

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

          (c) Each Lender will make the amount of its Pro Rata Share of each
Borrowing available to the Agent for the account of the Company at the Agent's
Payment Office by 11:00 a.m. (San Francisco time) and the Swing Line Lender will
make the amount of each Borrowing consisting of a Swing Line Loan available to
the Agent for the account of the Company at the Agent's Payment Office by 1:00
p.m. (San Francisco time) on the Borrowing Date requested by the Company in
funds immediately available to the Agent. The proceeds of all such Loans will
then be made available to the Company by the Agent at such office by arranging
to credit the account of the Company on the books of Bank of America with the
aggregate of the amounts made available to the Agent by the Lenders and in like
funds as received by the Agent.

          (d) After giving effect to any Borrowing, unless the Agent shall
otherwise consent, there may not be more than 6 different Interest Periods in
effect.

     2.04 Conversion and Continuation Elections.

          (a) The Company may, upon irrevocable written notice to the Agent in
accordance with subsection 2.04(b):

               (i) elect, as of any Business Day, in the case of Base Rate
     Loans, or as of the last day of the applicable Interest Period, in the case
     of LIBOR Rate Loans, to convert any such Loans (or any part thereof in an
     amount not less than $1,500,000, or,



                                       31
<PAGE>   39

     that is in an integral multiple of $1,000,000 in excess thereof) into Loans
     of any other Type; or

               (ii) elect, as of the last day of the applicable Interest Period,
     to continue any Loans having Interest Periods expiring on such day (or any
     part thereof in an amount not less than $1,500,000, or that is in an
     integral multiple of $1,000,000 in excess thereof);

     provided, that if at any time the aggregate amount of LIBOR Rate Loans in
     respect of any Borrowing is reduced, by payment, prepayment, or conversion
     of part thereof to be less than $1,500,000, such LIBOR Rate Loans shall
     automatically convert into Base Rate Loans at the end of the applicable
     Interest Period, and on and after such date the right of the Company to
     continue such Loans of less than $1,500,000 as, and convert such Loans of
     less than $1,500,000 into, LIBOR Rate Loans shall terminate.

          (b) The Company shall deliver a Notice of Conversion/Continuation to
be received by the Agent not later than 9:00 a.m. (San Francisco time) at least
(i) three Business Days in advance of the Conversion/Continuation Date, if the
Loans are to be converted into or continued as LIBOR Rate Loans; and (ii) one
Business Day in advance of the Conversion/Continuation Date, if the Loans are to
be converted into Base Rate Loans, specifying:

               (A) the proposed Conversion/Continuation Date;

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

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

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

          (c) If upon the expiration of any Interest Period applicable to LIBOR
Rate Loans, the Company has failed to select timely a new Interest Period to be
applicable to such LIBOR Rate Loans, the Company shall be deemed to have elected
an Interest Period of one month for such LIBOR Rate Loans effective as of the
expiration date of such Interest Period.

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



                                       32
<PAGE>   40

          (e) Unless the Majority Lenders otherwise consent, during the
existence of a Default or Event of Default, the Company may not elect to have a
Revolving Loan or Term Loan converted into or continued as a LIBOR Rate Loan.

          (f) After giving effect to any conversion or continuation of Loans,
unless the Agent shall otherwise consent, there may not be more than 6 different
Interest Periods in effect.

     2.05 Voluntary Termination or Reduction of Commitments. The Company may,
upon not less than three Business Days' prior notice to the Agent, (a) terminate
all (and not less than all) of the Commitments prior to the Closing Date, and
(b) from time to time terminate the Term Loan Commitments, the Revolving Loan
Commitments or the Swing Line Loan Commitment, or permanently reduce the Term
Loan Commitments, the Revolving Loan Commitments or the Swing Line Loan
Commitment by an aggregate minimum amount of $5,000,000 (or $1,000,000 in the
case of the Swing Line Loan Commitment) or any multiple of $1,000,000 in excess
thereof; unless, after giving effect thereto and to any prepayments of Revolving
Loans and Swing Line Loans made on the effective date thereof, (a) the Effective
Amount of all Revolving Loans, Swing Line Loans and L/C Obligations together
would exceed the amount of the Revolving Loan Commitments then in effect, or (b)
the Effective Amount of all L/C Obligations then outstanding would exceed the
L/C Commitment then in effect, or (c) the Effective Amount of the Swing Line
Loans would exceed the Swing Line Loan Commitment then in effect. Once
terminated or reduced in accordance with this Section, the Commitments may not
be increased. Any termination or reduction of the Commitments shall be applied
to each Lender according to its Pro Rata Share. All accrued commitment fees to,
but not including the effective date of any reduction or termination of
Commitments, shall be paid on the effective date of such reduction or
termination.

     2.06 Optional Prepayments. Subject to Section 4.04, the Company may, at any
time or from time to time, upon not less than three Business Days' irrevocable
notice (in the case of LIBOR Rate Loans) or one Business Day's irrevocable
notice (in the case of Base Rate Loans) to the Agent, ratably prepay Revolving
Loans in whole or in part, in minimum amounts of $1,500,000 (in the case of
LIBOR Rate Loans) or $1,500,000 (in the case of Base Rate Loans) or in each case
any multiple of $1,000,000 in excess thereof and ratably prepay Term Loans in
whole or in part, in minimum amounts of $1,500,000 or any multiple of $1,000,000
in excess thereof, provided that the Company may not prepay any Term Loans under
this Section 2.06 unless after giving effect to such prepayment the Company
would be able to obtain Revolving Loans in the amount of at least $5,000,000 and
no Default or Event of Default then exists or would occur as a result of such
prepayment. Such notice of prepayment shall specify the date and amount of such
prepayment and the Type(s) of Loans to be prepaid. The Agent will promptly
notify each Lender of its receipt of any such notice, and of such Lender's Pro
Rata Share of such prepayment. If such notice is given by the Company, the
Company shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein, together with
accrued interest to each such date on the amount prepaid and any amounts
required pursuant to Section 4.04. Optional prepayments of Term Loans shall be
applied to reduce the installments of principal set forth in Section 2.07 (as
such



                                       33
<PAGE>   41

installments may have been previously reduced) in inverse order of maturity. The
Company may at any time or from time to time prepay the Swing Line Loans in
minimum amounts of $500,000 or any multiple of $100,000 in excess thereof upon
notice to the Agent given no later than 11:00 a.m. San Francisco time on the
date of such prepayment.

     2.07 Repayment.

          (a) Scheduled Payments of Term Loans. The Company shall make principal
payments on the aggregate amount of the Term Loans that is outstanding on the
Draw Period Termination Date, in fourteen equal quarterly installments on each
February 28 (or, in the case of leap years, February 29), May 31, August 31 and
November 30 commencing on (and including) February 28, 2001 and ending on (and
including) May 31, 2004, the amount of each such installment being equal to
one-fourteenth of the aggregate amount of the Term Loans outstanding on the Draw
Period Termination Date; provided that the scheduled installments of principal
of the Term Loans determined as set forth above shall be reduced in connection
with any voluntary prepayments of the Term Loans in accordance with Section 2.06
(it being understood that if any voluntary prepayment of the Term Loans in
accordance with Section 2.06 is made prior to the Draw Period Termination Date,
then the scheduled installments of principal of the Term Loans described above
shall be determined as if such prepayment had not been made and after such
determination of such scheduled installments, the amount of such prepayment
shall be deducted from such scheduled installments in the inverse order of
maturity); and provided, further that the Term Loans and all other amounts owed
hereunder with respect to the Term Loans shall be paid in full no later than May
31, 2004, and the final installment payable by the Company in respect of the
Term Loans on such date shall be in an amount, if such amount is different from
that specified above, sufficient to repay all amounts owing by the Company under
this Agreement with respect to the Term Loans.

          (b) The Revolving Loans and Swing Line Loans. The Company shall repay
to the Lenders on the Revolving Termination Date the aggregate principal amount
of Revolving Loans and Swing Line Loans outstanding on such date.

     2.08 Interest.

          (a) Subject to subsection 2.08(e), the Term Loans shall bear interest
on the outstanding principal amount thereof from the applicable Borrowing Date
at a rate per annum equal to the LIBOR Rate plus the applicable LIBOR Rate
Margin or the Base Rate plus the applicable Base Rate Margin, as the case may be
(and subject to the Company's right to convert to another Type of Loan under
Section 2.04).

          (b) Subject to subsection 2.08(e), each Revolving Loan shall bear
interest on the outstanding principal amount thereof from the applicable
Borrowing Date at a rate per annum equal to the LIBOR Rate plus the applicable
LIBOR Rate Margin or the Base Rate plus the applicable Base Rate Margin, as the
case may be (and subject to the Company's right to convert to other Types of
Loans under Section 2.04).

                                       34
<PAGE>   42


          (c) Subject to subsection 2.08(e), each Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable
Borrowing Date at a rate per annum equal to the Base Rate plus the applicable
Base Rate Margin.

          (d) Interest on each Loan shall be paid in arrears on each Interest
Payment Date. Interest shall also be paid on the date of any prepayment of Loans
under Section 2.06 for the portion of the LIBOR Rate Loans so prepaid and upon
payment (including prepayment) in full thereof and, during the existence of any
Event of Default, interest shall be paid on demand of the Agent at the request
or with the consent of the Majority Lenders.

          (e) Notwithstanding subsections (a) through (c) of this Section,
Section 2.04 and Section 3.08, after acceleration or, at the election of the
Majority Lenders, while any Event of Default exists, the Company shall pay
interest (after as well as before entry of judgment thereon to the extent
permitted by law) on the principal amount of all outstanding Obligations
(including fees payable under Section 3.08), at a rate per annum which is
determined by adding 2% per annum to the applicable LIBOR Rate Margin, the
applicable Base Rate Margin or Standby L/C Fee Rate, as applicable, then in
effect for such Loans and fees and, in the case of Obligations not subject to
the applicable LIBOR Rate Margin, the applicable Base Rate Margin or Standby L/C
Fee Rate, at a rate per annum equal to the rate per annum otherwise applicable
thereto plus 2%; provided, however, that, on and after the expiration of any
Interest Period applicable to any Term Loan or Revolving Loan that is a LIBOR
Rate Loan outstanding on the date of occurrence of such Event of Default or
acceleration, the principal amount of such Loan shall, during the continuation
of such Event of Default or after acceleration, bear interest at a rate per
annum equal to the Base Rate plus the applicable Base Rate Margin plus 2%.

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

     2.09 Fees.

          (a) Upfront and Other Fees. The Company shall pay an upfront fee to
the Agent for distribution to each Lender (including Bank of America), and shall
pay other fees to the Agent for the Agent's own account, as required by the
letter agreements (collectively, the "Fee Letter") between the Company and the
Arranger and the Agent dated May 17, 1999 and between the Company and the
Arranger and the Agent dated March 29, 2001.


                                       35
<PAGE>   43

          (b) Commitment Fees.

               (i) Revolving Loan Commitments. The Company shall pay to the
     Agent for the account of each Lender having a Revolving Loan Commitment a
     commitment fee calculated at a rate per annum equal to the applicable
     Commitment Fee Rate on the actual daily unused portion of such Lender's
     Revolving Loan Commitment, computed on a quarterly basis in arrears on the
     last Business Day of each calendar quarter based upon the daily utilization
     for that quarter as calculated by the Agent. For purposes of calculating
     utilization under this subsection, the Revolving Loan Commitments shall be
     deemed used to the extent of the Effective Amount of Revolving Loans then
     outstanding (but not the Effective Amount of the Swing Line Loans then
     outstanding or the Effective Amount of Commercial Letters of Credit then
     outstanding). Such commitment fee shall accrue from the Closing Date to the
     Revolving Termination Date and shall be due and payable quarterly in
     arrears on the last Business Day of each March, June, September and
     December commencing on September 30, 1999 through the Revolving Termination
     Date, with the final payment to be made on the Revolving Termination Date;
     provided that, in connection with any reduction or termination of
     Commitments under Section 2.05, the accrued commitment fee calculated for
     the period ending on such date shall also be paid on the date of such
     reduction or termination, with the following quarterly payment being
     calculated on the basis of the period from such reduction or termination
     date to such quarterly payment date. The commitment fees provided in this
     subsection shall accrue at all times after the above-mentioned commencement
     date, including at any time during which one or more conditions in Article
     V are not met.

               (ii) Term Loan Commitments. The Company shall pay to the Agent
     for the account of each Lender having a Term Loan Commitment a commitment
     fee calculated at a rate per annum equal to the applicable Commitment Fee
     Rate on the actual daily unused portion of such Lender's Term Loan
     Commitment, computed on a quarterly basis in arrears on the last Business
     Day of each calendar quarter based upon the daily utilization for that
     quarter as calculated by the Agent. Each Lender's Term Loan Commitment
     shall be deemed to be used at the time a Term Loan is made by such Lender,
     and such Term Loan Commitment shall not be reinstated upon prepayment,
     whether optional or mandatory, of such Term Loan. Such commitment fee shall
     accrue from the Closing Date to the Draw Period Termination Date and shall
     be due and payable quarterly in arrears on the last Business Day of each
     March, June, September and December commencing on September 30, 1999
     through the Draw Period Termination Date, with the final payment to be made
     on the Draw Period Termination Date; provided that, in connection with any
     reduction or termination of Commitments under Section 2.05, the accrued
     commitment fee calculated for the period ending on such date shall also be
     paid on the date of such reduction or termination, with the following
     quarterly payment being calculated on the basis of the period from such
     reduction or termination date to such quarterly payment date. The
     commitment fees provided in this subsection shall accrue at all times after
     the above-mentioned


                                       36
<PAGE>   44

     commencement date, including at any time during which one or more
     conditions in Article V are not met.

     2.10 Computation of Fees and Interest.

          (a) All computations of fees and computations of interest based on the
LIBOR Rate and Base Rate and Standby L/C Fee Rate shall be made on the basis of
a 360-day year and actual days elapsed (which results in more interest being
paid than if computed on the basis of a 365-day year). Interest and fees shall
accrue during each period during which interest or such fees are computed from
the first day thereof to the last day thereof.

          (b) Each determination of an interest rate by the Agent shall be
conclusive and binding on the Company and the Lenders in the absence of gross
negligence or manifest error.

          (c) The Reference Lender shall use its best efforts to furnish
quotations of rates to the Agent as contemplated hereby.

     2.11 Payments by the Company.

          (a) All payments to be made by the Company shall be made without
set-off, recoupment or counterclaim. Except as otherwise expressly provided
herein, all payments by the Company shall be made to the Agent for the account
of the Lenders at the Agent's Payment Office, and shall be made in dollars and
in immediately available funds, no later than 9:00 a.m. (San Francisco time) on
the date specified herein. The Agent will promptly distribute to each Lender its
Pro Rata Share (or other applicable share as expressly provided herein) of such
payment in like funds as received. Any payment received by the Agent later than
11:00 a.m. (San Francisco time) shall be deemed to have been received on the
following Business Day and any applicable interest or fee shall continue to
accrue.

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

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



                                       37
<PAGE>   45

          (d) The Company authorizes the Agent to collect all principal,
interest and fees due under this Agreement by charging the Company's account
number 14561-50417 with the Agent for the full amount thereof. Should there be
insufficient funds in such account to pay all such sums when due, the full
amount of such deficiency shall be immediately due and payable by the Company.

     2.12 Payments by the Lenders to the Agent.

          (a) Unless the Agent receives notice from a Lender on or prior to the
Closing Date or, with respect to any Borrowing after the Closing Date, at least
one Business Day prior to the date of such Borrowing, that such Lender will not
make available as and when required hereunder to the Agent for the account of
the Company the amount of that Lender's Pro Rata Share of the Borrowing, the
Agent may assume that each Lender has made such amount available to the Agent in
immediately available funds on the Borrowing Date and the Agent may (but shall
not be so required), in reliance upon such assumption, make available to the
Company on such date a corresponding amount. If and to the extent any Lender
shall not have made its full amount available to the Agent in immediately
available funds and the Agent in such circumstances has made available to the
Company such amount, that Lender shall on the Business Day following such
Borrowing Date make such amount available to the Agent, together with interest
at the Federal Funds Rate for each day during such period. A notice of the Agent
submitted to any Lender with respect to amounts owing under this subsection (a)
shall be conclusive, absent manifest error. If such amount is so made available,
such payment to the Agent shall constitute such Lender's Loan on the date of
Borrowing for all purposes of this Agreement. If such amount is not made
available to the Agent on the Business Day following the Borrowing Date, the
Agent will notify the Company of such failure to fund and, on the Business Day
after demand by the Agent, the Company shall pay such amount to the Agent for
the Agent's account, together with interest thereon for each day elapsed since
the date of such Borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Loans comprising such Borrowing.

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

     2.13 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Obligations in its
favor any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder), such Lender shall immediately (a) notify the Agent of
such fact, and (b) purchase from the other Lenders such participations in the
Loans made by them as shall be necessary to cause such purchasing Lender to
share the excess payment pro rata with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from the
purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such


                                       38
<PAGE>   46

paying Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The Company
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 11.10) with respect to
such participation as fully as if such Lender were the direct creditor of the
Company in the amount of such participation. The Agent will keep records (which
shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments.

     2.14 Subsidiary Guaranty. All obligations of the Company under the Loan
Documents shall be unconditionally guarantied by the Subsidiary Guarantors
pursuant to the Subsidiary Guaranty.

                                  ARTICLE III

                              THE LETTERS OF CREDIT

     3.01 The Letter of Credit Subfacility

          (a) The Company may request from time to time on any Business Day
during the period from the Closing Date to the Revolving Termination Date that
one of the Issuing Lenders issue Letters of Credit for the account of the
Company. Subject to the terms and conditions set forth herein, (i) each Issuing
Lender agrees, subject to the terms and conditions set forth herein and in that
certain letter dated July 8, 1999 addressed to Bank of America and signed by BNP
to (A) issue Letters of Credit for the account of the Company, and amend or
renew Letters of Credit previously issued by such Issuing Lender, in accordance
with subsection 3.02(c), and (B) to honor drafts under the Letters of Credit;
and (ii) the Lenders severally agree to participate in Letters of Credit Issued
for the account of the Company; provided, that no Issuing Lender shall be
obligated to Issue, and no Lender shall be obligated to participate in, any
Letter of Credit if as of the date of Issuance of such Letter of Credit (the
"Issuance Date") (1) the Effective Amount of all L/C Obligations plus the
Effective Amount of all Swing Line Loans plus the Effective Amount of all
Revolving Loans exceeds the Revolving Loan Commitments, (2) the participation of
any Lender in the Effective Amount of all L/C Obligations plus the Effective
Amount of the Revolving Loans of such Lender exceeds such Lender's Revolving
Loan Commitment, (3) the Effective Amount of L/C Obligations exceeds the L/C
Commitment, or (4) the Effective Amount of L/C Obligations with respect to all
Standby Letters of Credit (I) on or prior to December 31, 1999 exceeds (or would
on or prior to December 31, 1999 exceed) $30,000,000 or (II) after December 31,
1999 exceeds (or would after December 31, 1999 exceed) $7,500,000. Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Company's ability to obtain Letters of Credit shall be fully revolving, and,
accordingly, the Company may, during the foregoing period, obtain Letters of
Credit to replace Letters of Credit which have expired or which have been drawn
upon and reimbursed.



                                       39
<PAGE>   47

          (b) No Issuing Lender is under any obligation to Issue:

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

               (ii) any Letter of Credit if such Issuing Lender has received
     written notice from any Lender, the Agent or the Company, on or prior to
     the Business Day prior to the requested date of Issuance of such Letter of
     Credit, that one or more of the applicable conditions contained in Article
     V is not then satisfied;

               (iii) any Commercial Letter of Credit if the expiry date of any
     requested Letter of Credit is (A) more than 180 days after the date of
     Issuance, unless the Required Revolving Lenders have approved such expiry
     date in writing, or (B) later than 30 days prior to the Revolving
     Termination Date, unless all of the Lenders with a Revolving Loan
     Commitment have approved such expiry date in writing;

               (iv) any Letter of Credit if the expiry date of any requested
     Letter of Credit is prior to the maturity date of any financial obligation
     to be supported by the requested Letter of Credit;

               (v) any Letter of Credit if any requested Letter of Credit does
     not provide for drafts, or is not otherwise in form and substance
     reasonably acceptable to such Issuing Lender, or the Issuance of a Letter
     of Credit shall violate any applicable policies of such Issuing Lender;

               (vi) any Standby Letter of Credit if the expiry date of any
     requested Standby Letter of Credit is (A) more than 365 days after the date
     of Issuance, unless the Required Revolving Lenders have approved such
     expiry date in writing, or (B) later than 30 days prior to the Revolving
     Termination Date unless all of the Lenders with a Revolving Loan Commitment
     have approved such expiry date in writing;

               (vii) any Standby Letter of Credit if it is for the purpose of
     supporting the issuance of any letter of credit by any other Person; or



                                       40
<PAGE>   48

               (viii) any Letter of Credit if such Letter of Credit is to be
     issued to support workers' compensation obligations, the aggregate amount
     of all Letters of Credit supporting workers compensation obligations will
     not exceed $500,000.

     3.02 Issuance, Amendment and Renewal of Letters of Credit.

          (a) Each Letter of Credit shall be issued upon the irrevocable written
(including electronic) request of the Company received by the applicable Issuing
Lender (with a copy sent by the Company to the Agent) at least two Business Days
(or such shorter time as the applicable Issuing Lender may agree in a particular
instance in its sole discretion) prior to the proposed date of issuance. Each
such request for issuance of a Letter of Credit shall be by facsimile or by
electronic means designated by the applicable Issuing Lender, confirmed, in the
case of facsimiles, immediately in an original writing, in the form of an
L/C Application, and shall specify in form and detail satisfactory to the
applicable Issuing Lender: (i) the Issuing Lender requested to issue the Letter
of Credit; (ii) the proposed date of issuance of the Letter of Credit (which
shall be a Business Day); (iii) in the case of Bank of America, whether the
Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of
Credit; (iv) the face amount of the Letter of Credit; (v) the expiry date of the
Letter of Credit; (vi) the name and address of the beneficiary thereof; (vii)
the documents to be presented by the beneficiary of the Letter of Credit in case
of any drawing thereunder; (viii) the full text of any certificate to be
presented by the beneficiary in case of any drawing thereunder; and (ix) such
other matters as the applicable Issuing Lender may reasonably require.

          (b) At least one Business Day prior to the Issuance of any Letter of
Credit, the applicable Issuing Lender will confirm with the Agent (by telephone
or in writing, including by electronic means) that the Agent has received a copy
of the L/C Application or L/C Amendment Application from the Company and, if
not, the applicable Issuing Lender will provide the Agent with a copy thereof.
Unless the applicable Issuing Lender has received notice on or before the
Business Day immediately preceding the date the applicable Issuing Lender is to
issue a requested Letter of Credit from the Agent (A) directing such Issuing
Lender not to issue such Letter of Credit because such issuance is not then
permitted under subsection 3.01(a) as a result of the limitations set forth in
clauses (1) through (4) thereof or subsection 3.01(b)(ii); or (B) that one or
more conditions specified in Article V are not then satisfied; then, subject to
the terms and conditions hereof, such Issuing Lender shall, on the requested
date, issue a Letter of Credit for the account of the Company in accordance with
such Issuing Lender's usual and customary business practices.

          (c) From time to time while a Letter of Credit is outstanding and
prior to the Revolving Termination Date, the applicable Issuing Lender will,
upon the written (including electronic) request of the Company received by such
Issuing Lender (with a copy sent by the Company to the Agent) at least two
Business Days (or such shorter time as such Issuing Lender may agree in a
particular instance in its sole discretion) prior to the proposed date of
amendment, amend any Letter of Credit issued by it. Each such request for
amendment of a Letter of Credit shall be made by facsimile or by electronic
means designated by the applicable Issuing Lender, confirmed, in the case of
facsimiles, immediately in an original writing, made


                                       41
<PAGE>   49



in the form of an L/C Amendment Application and shall specify in form and detail
satisfactory to the applicable Issuing Lender: (i) the Letter of Credit to be
amended; (ii) the proposed date of amendment of the Letter of Credit (which
shall be a Business Day); (iii) the nature of the proposed amendment; and (iv)
such other matters as such Issuing Lender may require. Such Issuing Lender shall
be under no obligation to amend any Letter of Credit if: (A) such Issuing Lender
would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms of this Agreement; or (B) the beneficiary of any
such Letter of Credit does not accept the proposed amendment to the Letter of
Credit. The Agent will promptly notify the Lenders of the receipt by it of any
L/C Application or L/C Amendment Application.

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

          (e) This Agreement shall control in the event of any conflict with any
L/C-Related Document (other than any Letter of Credit).

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

     3.03 Risk Participations, Drawings and Reimbursements

          (a) Immediately upon the Issuance of each Letter of Credit, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the applicable Issuing Lender a participation in such Letter of
Credit and each drawing thereunder in an amount equal to the product of (i) the
Pro Rata Share of such Lender, times (ii) the maximum amount available to be
drawn under such Letter of Credit and the amount of such drawing, respectively.
For purposes of subsection 2.01(c), each Issuance of a Letter of Credit shall be
deemed to utilize the Commitment of each Lender by an amount equal to the amount
of such participation.

          (b) In the event of any request for a drawing under a Letter of Credit
by the beneficiary or transferee thereof, the applicable Issuing Lender will
promptly notify the Company and the Agent. The Company shall reimburse the
applicable Issuing Lender prior to 10:00 a.m. (San Francisco time), on each date
that any amount is paid by such Issuing Lender under any Letter of Credit (each
such date, an "Honor Date"), in an amount equal to the amount so paid by such
Issuing Lender. In the event the Company fails to reimburse such Issuing Lender
for the full amount of any drawing under any Letter of Credit by 10:00 a.m. (San
Francisco time) on the Honor Date, such Issuing Lender will promptly notify the
Agent and the Agent will promptly notify each Lender thereof, and the Company
shall be deemed to have requested that Base Rate Loans be made by the Lenders to
be disbursed on the Honor



                                       42
<PAGE>   50

Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Revolving Loan Commitment and subject to the conditions set forth
in Section 5.02. Any notice given by such Issuing Lender or the Agent pursuant
to this subsection 3.03(b) may be oral if immediately confirmed in writing
(including by facsimile); provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

          (c) Each Lender shall upon any notice pursuant to subsection 3.03(b)
make available to the Agent for the account of the relevant Issuing Lender an
amount in Dollars and in immediately available funds equal to its Pro Rata Share
of the amount of the drawing, whereupon the participating Lenders shall (subject
to subsection 3.03(d)) each be deemed to have made a Revolving Loan consisting
of a Base Rate Loan to the Company in that amount. If any Lender so notified
fails to make available to the Agent for the account of the applicable Issuing
Lender the amount of such Lender's Pro Rata Share of the amount of the drawing
by no later than 12:00 noon (San Francisco time) on the Honor Date, then
interest shall accrue on such Lender's obligation to make such payment, from the
Honor Date to the date such Lender makes such payment, at a rate per annum equal
to the Federal Funds Rate in effect from time to time during such period. The
Agent will promptly give notice of the occurrence of the Honor Date, but failure
of the Agent to give any such notice on the Honor Date or in sufficient time to
enable any Lender to effect such payment on such date shall not relieve such
Lender from its obligations under this Section 3.03.

          (d) With respect to any unreimbursed drawing that is not converted
into Revolving Loans consisting of Base Rate Loans to the Company in whole or in
part, because of the Company's failure to satisfy the conditions set forth in
Section 5.02 or for any other reason, the Company shall be deemed to have
incurred from the applicable Issuing Lender an L/C Borrowing in the amount of
such drawing, which L/C Borrowing shall be due and payable on demand (together
with interest) and shall bear interest at a rate per annum equal to the Base
Rate plus 2% per annum, and each Lender's payment to the applicable Issuing
Lender pursuant to subsection 3.03(c) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from
such Lender in satisfaction of its participation obligation under this Section
3.03.

          (e) Each Lender's obligation in accordance with this Agreement to make
the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a
result of a drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the applicable Issuing Lender and shall
not be affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against such
Issuing Lender, the Company or any other Person for any reason whatsoever; (ii)
the occurrence or continuance of a Default, an Event of Default or a Material
Adverse Effect; or (iii) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing; provided, however, that each
Lender's obligation to make Revolving Loans under this Section 3.03 is subject
to the conditions set forth in Section 5.02.



                                       43
<PAGE>   51

     3.04 Repayment of Participations.

          (a) Upon (and only upon) receipt by the Agent for the account of the
applicable Issuing Lender of immediately available funds from the Company (i) in
reimbursement of any payment made by the applicable Issuing Lender under the
Letter of Credit with respect to which any Lender has paid the Agent for the
account of such Issuing Lender for such Lender's participation in the Letter of
Credit pursuant to Section 3.03 or (ii) in payment of interest thereon, the
Agent will pay to each Lender, in the same funds as those received by the Agent
for the account of such Issuing Lender, the amount of such Lender's Pro Rata
Share of such funds, and such Issuing Lender shall receive the amount of the Pro
Rata Share of such funds of any Lender that did not so pay the Agent for the
account of such Issuing Lender.

          (b) If the Agent or such Issuing Lender is required at any time to
return to the Company, or to a trustee, receiver, liquidator, custodian, or any
official in any Insolvency Proceeding, any portion of the payments made by the
Company to the Agent for the account of such Issuing Lender pursuant to
subsection 3.04(a) in reimbursement of a payment made under the Letter of Credit
or interest or fee thereon, each Lender shall, on demand of the Agent, forthwith
return to the Agent or such Issuing Lender the amount of its Pro Rata Share of
any amounts so returned by the Agent or such Issuing Lender plus interest
thereon from the date such demand is made to the date such amounts are returned
by such Lender to the Agent or such Issuing Lender, at a rate per annum equal to
the Federal Funds Rate in effect from time to time.

     3.05 Role of the Issuing Lender.

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

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

          (c) The Company hereby assumes all risks of the acts or omissions of
any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and shall not,
preclude the Company's pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. No
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of either Issuing Lender, shall be liable or responsible for any of
the



                                       44
<PAGE>   52

matters described in clauses (i) through (vii) of Section 3.06; provided,
however, anything in such clauses to the contrary notwithstanding, that the
Company may have a claim against such Issuing Lender, and such Issuing Lender
may be liable to the Company, to the extent, but only to the extent, of any
direct, as opposed to consequential or exemplary, damages suffered by the
Company which the Company proves were caused by such Issuing Lender's willful
misconduct or gross negligence or such Issuing Lender's willful failure to pay
under any Letter of Credit after the presentation to it by the beneficiary of a
sight draft and document(s) strictly complying with the terms and conditions of
a Letter of Credit. In furtherance and not in limitation of the foregoing: (i)
such Issuing Lender may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any
notice or information to the contrary; and (ii) such Issuing Lender shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

     3.06 Obligations Absolute. The obligations of the Company under this
Agreement and any L/C-Related Document to reimburse either Issuing Lender for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing
under a Letter of Credit converted into Revolving Loans, shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and each such other L/C-Related Document under all circumstances,
including the following:

               (i) any lack of validity or enforceability of this Agreement or
     any L/C-Related Document;

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

               (iii) the existence of any claim, set-off, defense or other right
     that the Company may have at any time against any beneficiary or any
     transferee of any Letter of Credit (or any Person for whom any such
     beneficiary or any such transferee may be acting), either Issuing Lender or
     any other Person, whether in connection with this Agreement, the
     transactions contemplated hereby or by the L/C-Related Documents or any
     unrelated transaction;

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

               (v) any payment by either Issuing Lender under any Letter of
     Credit against presentation of a draft or certificate that does not
     strictly comply with the terms




                                       45
<PAGE>   53

     of any Letter of Credit; or any payment made by such Issuing Lender under
     any Letter of Credit to any Person purporting to be a trustee in
     bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
     liquidator, receiver or other representative of or successor to any
     beneficiary or any transferee of any Letter of Credit, including any
     arising in connection with any Insolvency Proceeding;

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

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

provided, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final judgment of a court of competent jurisdiction).

     3.07 Cash Collateral Pledge. Upon (i) the request of the Agent, (A) if
either Issuing Lender has honored any full or partial drawing request on any
Letter of Credit and such drawing has resulted in an L/C Borrowing hereunder
which has not been repaid, or (B) if, as of the Revolving Termination Date, any
Letters of Credit may for any reason remain outstanding and partially or wholly
undrawn, or (ii) the occurrence of the circumstances described in subsection
requiring the Company to Cash Collateralize Letters of Credit, then, the Company
shall immediately Cash Collateralize the Obligations in an amount equal to the
L/C Obligations.

     3.08 Letter of Credit Fees.

          (a) Standby Letters of Credit. The Company shall pay to (i) Bank of
America, in its capacity as the Issuing Lender for its own account with respect
to each Standby Letter of Credit a fronting fee as agreed to by Bank of America,
in its capacity as the Issuing Lender and the Company pursuant to that certain
side letter dated as of July 13, 1999; and (ii) the Agent for the ratable
account of each of the Lenders with respect to each Standby Letter of Credit a
letter of credit fee equal to the Standby L/C Fee Rate, subject to subsection
2.08(e) in each case on the average daily maximum amount available to be drawn
under such Standby Letter of Credit, computed and payable on a quarterly basis
in arrears on the last Business Day of each calendar quarter, commencing August
28, 1999, through the Revolving Termination Date (or such later date upon which
the outstanding Standby Letters of Credit shall expire), with the final payment
to be made on the Revolving Termination Date (or such later expiration date).
The Company shall also pay to Bank of America, in its capacity as Issuing Lender
for its own account, from time to time on demand, Bank of America's, in its
capacity as the Issuing Lender, standard processing fees, costs and charges with
respect to Standby Letters of Credit.



                                       46
<PAGE>   54

          (b) Commercial Letter of Credit. The Company shall pay to the
applicable Issuing Lender for its own account from time to time on demand, with
respect to Commercial Letters of Credit, such Issuing Lender's issuance,
negotiation, presentation, amendment and other processing fees, and other
standard costs and charges, relating to Commercial Letters of Credit, in each
case as previously agreed to by such Issuing Lender and the Company, including
pursuant to that certain side letter dated as of July 13, 1999.

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

     3.10 Mandatory Prepayments of L/C Obligations. If on any date the Effective
Amount of L/C Obligations exceeds the L/C Commitment, the Company shall Cash
Collateralize on such date the outstanding Letters of Credit in an amount equal
to the excess of the maximum amount then available to be drawn under the Letters
of Credit over the aggregate L/C Commitment. Subject to the other provisions of
this Agreement and provided no Event of Default or Default then exists, any Cash
Collateral shall be returned to the Company when the Effective Amount of the L/C
Obligations no longer exceeds the aggregate L/C Commitment. Subject to Section
4.04, if on any date after giving effect to any Cash Collateralization made on
such date pursuant to the preceding sentence, the Effective Amount of all
Revolving Loans then outstanding plus the Effective Amount of all L/C
Obligations exceeds the Revolving Loan Commitments, the Company shall
immediately, and without notice or demand, prepay the outstanding principal
amount of the Revolving Loans and L/C Advances by an amount equal to the
applicable excess.

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

     4.01 Taxes.

          (a) Any and all payments by the Company to each Lender or the Agent
under this Agreement and any other Loan Document shall be made free and clear
of, and without deduction or withholding for, any Taxes. In addition, the
Company shall pay all Other Taxes.

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

               (i) the sum payable shall be increased as necessary so that,
     after making all required deductions and withholdings (including deductions
     and withholdings applicable to additional sums payable under this Section),
     such Lender or


                                       47
<PAGE>   55

     the Agent, as the case may be, receives and retains an amount equal to the
     sum it would have received and retained had no such deductions or
     withholdings been made;

               (ii) the Company shall make such deductions and withholdings;

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

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

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

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

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

     4.02 Illegality.

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



                                       48
<PAGE>   56

          (b) If a Lender determines that it is unlawful to maintain any LIBOR
Rate Loan, the Company shall, upon its receipt of notice of such fact and demand
from such Lender (with a copy to the Agent), prepay in full such LIBOR Rate
Loans of that Lender then outstanding, together with interest accrued thereon
and amounts required under Section 4.04, either on the last day of the Interest
Period thereof, if the Lender may lawfully continue to maintain such LIBOR Rate
Loans to such day, or immediately, if the Lender may not lawfully continue to
maintain such LIBOR Rate Loan. If the Company is required to so prepay any LIBOR
Rate Loan, then concurrently with such prepayment, the Company shall borrow from
the affected Lender, in the amount of such repayment, a Base Rate Loan.

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

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

     4.03 Increased Costs and Reduction of Return.

          (a) If any Lender determines that, due to either (i) the introduction
of or any change (other than any change by way of imposition of or increase in
reserve requirements included in the calculation of the LIBOR Rate or in respect
of the assessment rate payable by any Lender to the FDIC for insuring U.S.
deposits) in or in the interpretation of any law or regulation or (ii) the
compliance by that Lender with any guideline or request from any central bank or
other Governmental Authority (whether or not having the force of law), there
shall be any increase in the cost to such Lender of agreeing to make or making,
funding or maintaining any LIBOR Rate Loans or participating in Letters of
Credit, or, in the case of either Issuing Lender, any increase in the cost to
such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of
Credit or of agreeing to make or making, funding or maintaining any unpaid
drawing under any Letter of Credit, then the Company shall be liable for, and
shall from time to time, upon demand (with a copy of such demand to be sent to
the Agent), pay to the Agent for the account of such Lender, additional amounts
as are sufficient to compensate such Lender for such increased costs.

          (b) If any Lender shall have determined that (i) the introduction of
any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy
Regulation, (iii) any change in the interpretation or administration of any
Capital Adequacy Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof, or (iv) compliance by
the Lender (or its Lending Office) or any corporation controlling the Lender
with any Capital Adequacy Regulation, affects or would affect the amount of
capital required or expected to be maintained by the Lender or any corporation
controlling the Lender and (taking into consideration such Lender's or such
corporation's


                                       49
<PAGE>   57

policies with respect to capital adequacy and such Lender's desired return on
capital) determines that the amount of such capital is increased as a
consequence of its Commitments, loans, credits or obligations under this
Agreement, then, upon demand of such Lender to the Company through the Agent,
the Company shall pay to the Lender, from time to time as specified by the
Lender, additional amounts sufficient to compensate the Lender for such
increase.

     4.04 Funding Losses. The Company shall reimburse each Lender and hold each
Lender harmless from any loss or expense which the Lender may sustain or incur
as a consequence of:

          (a) the failure of the Company to make on a timely basis any payment
of principal of any LIBOR Rate Loan;

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

          (c) the failure of the Company to make any prepayment in accordance
with any notice delivered under Section 2.06;

          (d) the prepayment (including pursuant to Section 2.06) or other
payment (including after acceleration thereof) of a LIBOR Rate Loan on a day
that is not the last day of the relevant Interest Period; or

          (e) the automatic conversion under Section 2.04 of any LIBOR Rate Loan
to a Base Rate Loan on a day that is not the last day of the relevant Interest
Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its LIBOR Rate Loans or from fees payable to
terminate the deposits from which such funds were obtained. For purposes of
calculating amounts payable by the Company to the Lenders under this Section and
under subsection 4.03(a), each LIBOR Rate Loan made by a Lender (and each
related reserve, special deposit or similar requirement) shall be conclusively
deemed to have been funded at the LIBOR used in determining the LIBOR Rate for
such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank
eurodollar market for a comparable amount and for a comparable period, whether
or not such LIBOR Rate Loan is in fact so funded.

     4.05 Inability to Determine Rates. If the Reference Lender determines that
for any reason adequate and reasonable means do not exist for determining the
LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR
Rate Loan, the Agent will promptly so notify the Company and each Lender.
Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans
hereunder shall be suspended until the Agent upon the instruction of the
Majority Lenders revokes such notice in writing. Upon receipt of such notice,
the Company may revoke any Notice of Borrowing or Notice of
Conversion/Continuation then submitted by it. If the Company does not revoke
such Notice,



                                       50
<PAGE>   58

the Lenders shall make, convert or continue the Loans, as proposed by the
Company, in the amount specified in the applicable notice submitted by the
Company, but such Loans shall be made, converted or continued as Base Rate Loans
instead of LIBOR Rate Loans.

     4.06 Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this Article IV shall deliver to the Company (with a copy to
the Agent) a certificate setting forth in reasonable detail the amount payable
to the Lender hereunder and such certificate shall be conclusive and binding on
the Company in the absence of gross negligence or manifest error.

     4.07 Substitution of Lenders. Upon the receipt by the Company from any
Lender (an "Affected Lender") of a claim for compensation under Section 4.03,
the Company may: (i) request the Affected Lender to use its best efforts to
obtain a replacement bank or financial institution satisfactory to the Company
to acquire and assume all or a ratable part of all of such Affected Lender's
Loans and Commitments (a "Replacement Lender"); (ii) request one more of the
other Lenders to acquire and assume all or part of such Affected Lender's Loans
and Commitments; or (iii) designate a Replacement Lender. Any such designation
of a Replacement Lender under clause (i) or (iii) shall be subject to the prior
written consent of the Agent (which consent shall not be unreasonably withheld).
No such designation of a Replacement Lender shall release or discharge any
obligation of the Company to the Affected Lender.

     4.08 Survival. The agreements and obligations of the Company in this
Article IV shall survive the payment of all other Obligations.

                                   ARTICLE V

                              CONDITIONS PRECEDENT

     5.01 Conditions of Initial Credit Extensions. The obligation of each Lender
to make its initial Credit Extension hereunder is subject to the condition that
the Agent shall have received on or before the Closing Date all of the
following, in form and substance satisfactory to the Agent and each Lender, and
in sufficient copies for each Lender:

          (a) Credit Agreement and Notes. This Agreement and the Notes (in the
forms of Exhibits D, E and F) executed by each party thereto;

          (b) Resolutions; Incumbency.

               (i) Copies of the resolutions of the board of directors of the
     Company authorizing the Loan Documents to which it is a party and the
     transactions contemplated hereby and thereby, certified as of the Closing
     Date by the Secretary or an Assistant Secretary of the Company; and

               (ii) A certificate of the Secretary or Assistant Secretary of the
     Company, certifying the names and true signatures of the officers of the
     Company



                                       51
<PAGE>   59

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

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

                    (i) the articles or certificate of incorporation and the
     bylaws of the Company as in effect on the Closing Date, certified by the
     Secretary or Assistant Secretary of the Company as of the Closing Date; and

                    (ii) a good standing and, to the extent generally available,
     tax good standing certificate for the Company from the Secretary of State
     (or similar, applicable Governmental Authority) of California and Delaware.

          (d) Legal Opinions. An opinion of Craig Gosselin, Esq., General
Counsel to the Company, and addressed to the Agent and the Lenders,
substantially in the form of Exhibit I;

          (e) Payment of Fees. Evidence of payment by the Company of all accrued
and unpaid fees, costs and expenses to the extent then due and payable on the
Closing Date, together with Attorney Costs of Bank of America to the extent
invoiced prior to or on the Closing Date, plus such additional amounts of
Attorney Costs as shall constitute Bank of America's reasonable estimate of
Attorney Costs incurred or to be incurred by it through the closing proceedings
(provided that such estimate shall not thereafter preclude final settling of
accounts between the Company and Bank of America); including any such costs,
fees and expenses arising under or referenced in Sections 2.09 and 11.04;

          (f) Lien Search. Written advice relating to such Lien and judgment
searches as the Agent shall have requested, and such termination statements,
amendments to financing statements or other documents as may be necessary to
confirm that the assets of the Company and its Subsidiaries are subject to no
other Liens (other than Permitted Liens);

          (g) Evidence of Insurance. Instruments or documents evidencing
insurance coverage in accordance with Section 7.06;

          (h) Environmental Questionnaire. A completed environmental
questionnaire completed by the Company with respect to its real property (the
"Batavia Property") located at 2095 N. Batavia Street, Orange, California 92665,
dated as of a recent date prior to the Closing Date and the Agent and the
Majority Lenders shall have been satisfied as to the Company's response thereto;

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

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

                                       52
<PAGE>   60

               (ii) no Default or Event of Default exists or would result from
     the Credit Extension; and

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

          (j) Repayment of Indebtedness under Existing Credit Agreement. A
termination letter in form and substance satisfactory to the Agent and the
Majority Lenders executed by the Company and the Bank of the West, as agent for
lenders under the Existing Credit Agreement;

          (k) Year 2000 Computer Issues. The Company shall have completed and
returned to the Agent the Agent's assessment review regarding the Company's and
its Subsidiaries' programs for dealing with year 2000 computer issues, and the
Agent and the Majority Lenders shall have been satisfied as to the Company's
responses therein;

          (l) Compliance Certificate. A Compliance Certificate demonstrating in
reasonable detail the Consolidated Funded Debt to Consolidated EBITDA Ratio as
of the Closing Date (after giving effect to any Loans made as of the Closing
Date) for the four fiscal quarter period ending on February 28, 1999;

          (m) Funding Loss Indemnity Letter. Four Business Days prior to the
Closing Date, a funding loss indemnity letter in form and substance satisfactory
to the Agent and executed by the Company; and

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

     5.02 Conditions to All Credit Extensions. The obligation of each Lender to
make any Loan to be made by it (including its initial Loan) or to continue or
convert any Loan under Section 2.04 and the obligation of either Issuing Lender
to Issue any Letter of Credit (including the initial Letter of Credit) is
subject to the satisfaction of the following conditions precedent on the
relevant Borrowing Date, Conversion/Continuation Date or Issuance Date:

          (a) Notice, Application. The Agent shall have received (with, in the
case of the initial Loans only, a copy for each Lender) (i) a Notice of
Borrowing or a Notice of Conversion/Continuation, as applicable, or (ii) in the
case of any Issuance of any Letter of Credit, either Issuing Lender and the
Agent shall have received an L/C Application or L/C Amendment Application, as
required under Section 3.02 or (iii) in the case of any Delayed Draw Term Loan,
(A) a Notice of Borrowing, (B) a Delayed Draw Certificate, certifying that after
giving effect to the making of the proposed Delayed Draw Term Loans, the
aggregate amount of Delayed Draw Term Loans made since the Closing Date does not
exceed the aggregate amount of Non-Financed Capital Expenditures incurred by the
Company and its Subsidiaries since June 1, 1999 until the last day of the fiscal
quarter covered by the Company's most recent Form 10-K or Form 10-Q, as
applicable, and certifying as to the other matters set forth therein, and (C) a
copy of the Company's most recent Forms 10-K and 10-Q.


                                       53
<PAGE>   61

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

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

Each Notice of Borrowing, Notice of Conversion/Continuation and L/C Application
or L/C Amendment Application submitted by the Company hereunder shall constitute
a representation and warranty by the Company hereunder, as of the date of each
such notice and as of each Borrowing Date, Conversion/Continuation Date, or
Issuance Date, as applicable, that the conditions in this Section 5.02 are
satisfied.

     5.03 Conditions to First Effective Date. The conditions to the occurrence
of the First Effective Date are set forth in the First Amendment Agreement.

     5.04 Conditions to Second Effective Date. The conditions to the occurrence
of the Second Effective Date are set forth in the Second Amendment Agreement.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Agent and each Lender that:

     6.01 Corporate Existence and Power. The Company and each of its
Subsidiaries:

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

          (b) (i) has the organizational power and authority and all
governmental licenses, authorizations, consents and approvals to own its assets
and to carry on its business and (ii) has the organizational power and authority
to execute, deliver, and perform its obligations under the Loan Documents;

          (c) is duly qualified as a foreign corporation or other legal entity
and is licensed and in good standing under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business
requires such qualification or license (including, without limitation, the State
of California with respect to the Company) and, with respect to the Company,
Company's failure to be duly qualified and in good standing as a foreign
corporation in any (and all) jurisdictions where such qualification and good
standing is required by its ownership, lease or operation of property or the
conduct of its business would not have a Material Adverse Effect; and



                                       54
<PAGE>   62

          (d) is in compliance with all Requirements of Law;

except, in each case referred to in clause (c) or clause (d), to the extent that
the failure to do so could not reasonably be expected to have a Material Adverse
Effect. As of the Closing Date and the First Effective Date, there were no
Material Domestic Subsidiaries and, as of the Second Effective Date, there are
no Material Domestic Subsidiaries.

     6.02 Corporate Authorization; No Contravention. The execution, delivery and
performance by each Loan Party of this Agreement and each other Loan Document to
which such Person is party, have been duly authorized by all necessary corporate
action, and do not and will not:

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

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

          (c) violate any Requirement of Law.

     6.03 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Company or
any other Loan Party of the Agreement or any other Loan Document.

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

     6.05 Litigation. Except as specifically disclosed in Schedule 6.05, there
are no actions, suits, proceedings, claims or disputes pending, or to the
knowledge of the Company, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, against the Company, or its
Subsidiaries or any of their respective properties which:

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

          (b) if determined adversely to the Company or its Subsidiaries, would
reasonably be expected to have a Material Adverse Effect. To the Company's
knowledge, no injunction, writ, temporary restraining order or any order of any
nature has been issued by any court or other Governmental Authority purporting
to enjoin or restrain the execution, delivery


                                       55
<PAGE>   63

or performance of this Agreement or any other Loan Document, or directing that
the transactions provided for herein or therein not be consummated as herein or
therein provided.

     6.06 No Default. No Default or Event of Default exists or would result from
the incurring of any Obligations by the Loan Parties. As of the Closing Date and
the First Effective Date, neither the Company nor any Subsidiary was, and as of
the Second Effective Date, neither the Company nor any Subsidiary is, in default
under or with respect to any Contractual Obligation in any respect which,
individually or together with all such defaults, could reasonably be expected to
have a Material Adverse Effect, or that would, if such default had occurred
after the Closing Date, the First Effective Date or the Second Effective Date,
as the case may be, create an Event of Default under subsection 9.01(e).

     6.07 ERISA Compliance.

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

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

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

          (d) Neither the Company nor any of its ERISA Affiliates has any
     Pension Plan.


                                       56
<PAGE>   64

     6.08 Use of Proceeds; Margin Regulations. The proceeds of the Loans are to
be used solely for the purposes set forth in and permitted by Section 7.12 and
Section 8.07. Neither the Company nor any Subsidiary is generally engaged in the
business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

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

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

     6.11 Financial Condition. (a) The audited consolidated financial statements
of the Company and its Subsidiaries dated May 31, 1998, May 31, 1999, and May
31, 2000 and the unaudited consolidated financial statements of the Company and
its Subsidiaries dated as of February 24, 2001, and in each case the related
consolidated statements of income or operations, shareholders' equity and cash
flows for the fiscal year and the three fiscal quarter period, as applicable,
ended on that date:

               (i) were prepared in accordance with GAAP consistently applied
     throughout the period covered thereby, except as otherwise expressly noted
     therein, subject to ordinary, good faith year end audit adjustments;

               (ii) present fairly the financial condition of the Company and
     its Subsidiaries as of the date thereof and results of operations for the
     period covered thereby; and

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

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


                                       57
<PAGE>   65

     6.12 Environmental Matters.

          (a) The on-going operations of the Company and each of its
Subsidiaries comply in all material respects with all Environmental Laws, except
such non-compliance which would not (if enforced in accordance with applicable
law), to the Company's knowledge, result in liability of the Company or any of
its Subsidiaries in excess of $1,000,000 in the aggregate.

          (b) The Company and each of its Subsidiaries have obtained all
licenses, permits, authorizations and registrations required under any
Environmental Law ("Environmental Permits") and necessary for their respective
ordinary course operations, all such Environmental Permits are in good standing,
and the Company and each of its Subsidiaries are in compliance with all material
terms and conditions of such Environmental Permits.

          (c) None of the Company, any of its Subsidiaries or any of their
respective present property or operations, is subject to any outstanding written
order from or agreement with any Governmental Authority, nor subject to any
judicial or docketed administrative proceeding, respecting any Environmental
Law, Environmental Claim or Hazardous Material which, in any such case, could
reasonably be expected to result in a liability of the Company and its
Subsidiaries in excess of $1,000,000 in the aggregate.

          (d) There are no conditions or circumstances existing with respect to
any property of the Company or any Subsidiary, or arising from operations prior
to the Closing Date, of the Company, or any of its Subsidiaries that could
reasonably be expected to give rise to Environmental Claims with a potential
liability of the Company and its Subsidiaries in excess of $3,000,000 in the
aggregate for any such condition, circumstance or property. In addition, (i)
neither the Company nor any Subsidiary has any underground storage tanks on
property (x) that are not properly registered or permitted under applicable
Environmental Laws, or (y) that are leaking or disposing of Hazardous Materials
off-site, and (ii) the Company and its Subsidiaries have notified all of their
employees of the existence, if any, of any health hazard arising from the
conditions of their employment and have met all notification requirements under
Title III of CERCLA and all other Environmental Laws.

          (e) There are no conditions or circumstances existing with respect to
any property of the Company or any Subsidiary owned, leased or operated by the
Company or any of its Subsidiaries on or after June 1, 1994, or arising from
operations prior to the Closing Date and after June 1, 1994, of the Company, or
any of its Subsidiaries that could reasonably be expected to give rise to
Environmental Claims with a potential liability of the Company and its
Subsidiaries in excess of $1,000,000 in the aggregate for any such condition,
circumstance or property.

     6.13 Regulated Entities. None of the Company, any Person controlling the
Company, or any Subsidiary, is an "Investment Company" within the meaning of the
Investment Company Act of 1940. The Company is not subject to regulation under
the Public



                                       58
<PAGE>   66

Utility Holding Company Act of 1935, the Federal Power Act, the Interstate
Commerce Act, any state public utilities code, or any other Federal or state
statute or regulation limiting its ability to incur Indebtedness.

     6.14 No Burdensome Restrictions. Neither the Company nor any Subsidiary is
a party to or bound by any Contractual Obligation, or subject to any restriction
in any Organization Document, or any Requirement of Law, which, to the Company's
knowledge, could reasonably be expected to have a Material Adverse Effect.

     6.15 Copyrights, Patents, Trademarks and Licenses, etc. The Company or its
Subsidiaries own or are licensed or otherwise have the right to use all of the
patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the operation of their respective businesses, without, to the Company's
knowledge, except as described in Item (1) of Schedule 6.05 annexed hereto,
conflict with the rights of any other Person. To the knowledge of the Company,
no slogan or other advertising device, product, process, method, substance, part
or other material now employed, or now contemplated to be employed, by the
Company or any Subsidiary infringes upon any rights held by any other Person.
Except as specifically disclosed in Schedule 6.05, no claim or litigation
regarding any of the foregoing is pending or, to the Company's knowledge,
threatened, and no patent, invention, device, application, principle or any
statute, law, rule, regulation, standard or code is pending or, to the knowledge
of the Company, proposed, which, in either case, could reasonably be expected to
have a Material Adverse Effect.

     6.16 Subsidiaries. As of the Closing Date, as of the First Effective Date
and as of the Second Effective Date, the Company had (or has, as applicable) no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
6.16 hereto and, as of the First Effective Date and the Second Effective Date,
High Cascade Snowboard Camp, Inc., and had (or has, as applicable) no equity
investments in any other corporation or entity other than those specifically
disclosed in part (b) of Schedule 6.16 and, as of the First Effective Date,
C.C.R.L. LLC. and the Second Effective Date, Launch Media,Inc.

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

     6.18 Solvency. The Company and each of its Subsidiaries are Solvent.

     6.19 Full Disclosure. None of the representations or warranties made by the
Company or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Company or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered


                                       59
<PAGE>   67

by or on behalf of the Company to the Lenders prior to the Closing Date),
contains any untrue statement of a material fact or omits any material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they are made, not misleading as of
the time when made or delivered. There are no facts known to the Company that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect and that have not been disclosed herein or in other
documents, certificates and statements furnished to the Lenders for use in
connection with the transactions contemplated hereby.

     6.20 Year 2000 Compliance. The Company has conducted a comprehensive review
and assessment of its systems and equipment applications and made inquiry of the
Company's key suppliers, vendors and customers and each of its Subsidiaries' key
suppliers and vendors with respect to the "year 2000 problem" (that is, the
inability of computers, as well as embedded microchips in non-computing devices,
to properly perform date-sensitive functions with respect to certain dates prior
to and after December 31, 1999). Based solely on that review and inquiry, the
Company does not believe the year 2000 problem, including costs of remediation,
will result in a Material Adverse Effect or materially affect its ability to
repay the Obligations. The Company is developing, and will have developed no
later than November 30, 1999, and, to the extent the Company in its reasonable
judgment believes contingency plans are required to ensure continuous business
operations without interruptions which may have a Material Adverse Effect on any
Material Domestic Subsidiary or the Company, each such Material Domestic
Subsidiary is developing and will have developed no later than November 30,
1999, adequate contingency plans to ensure uninterrupted and unimpaired business
operation in the event of a failure of its own or a third party's systems or
equipment due to the year 2000 problem, including those of vendors, customers,
and suppliers, as well as a general failure of or interruption in its
communications and delivery infrastructure.

     6.21 Certain Obligations. The Financing Agreement (as amended from time to
time, the "Ssangyong Financing Agreement) dated as of March 29, 1996 between
Ssangyong (U.S.A.), Inc. ("Ssangyong") and the Company has been terminated and
is no longer in full force and effect. The aggregate amount of obligations of
the Company and its Subsidiaries to Ssangyong and its affiliates under the
Ssangyong Financing Agreement and any related documents does not exceed (and
will not exceed at any time) $300,000.

                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Lenders
waive compliance in writing:

     7.10 Financial Statements. The Company shall deliver to the Agent, in form
and detail satisfactory to the Agent, with sufficient copies for each Lender:

                                       60
<PAGE>   68

          (a) as soon as available, but not later than 120 days after the end of
each fiscal year (commencing with the fiscal year ending on or about May 31,
1999), a copy of the audited consolidated and consolidating balance sheet of the
Company and its Subsidiaries as at the end of such year and the related
consolidated and consolidating statements of income or operations, stockholders'
equity and cash flows for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, and accompanied by the opinion of
a "Big Five" accounting firm or another nationally-recognized independent public
accounting firm selected by the Company and reasonably satisfactory to the Agent
("Independent Auditor") which report shall state that such consolidated and
consolidating financial statements present fairly in all material respects, the
financial position for the periods indicated in conformity with GAAP applied on
a basis consistent with prior years. Such opinion shall not contain a "going
concern" or like qualification or exception and shall not be qualified or
limited because of a restricted or limited examination by the Independent
Auditor of any material portion of the Company's or any Subsidiary's records;

          (b) as soon as available, but not later than 50 days (or, in the case
of any fiscal quarter ending on or about May 31 of any year, 60 days) after the
end of each fiscal quarter of each fiscal year (commencing with the fiscal
quarter ending on or about August 31, 1999), a copy of the unaudited
consolidated and consolidating balance sheet of the Company and its Subsidiaries
as of the end of such quarter and the related consolidated and consolidating
statements of income for the period commencing on the first day and ending on
the last day of such quarter and for the portion of the fiscal year ended on the
last day of such quarter, certified on behalf of the Company by a Responsible
Officer as fairly presenting in all material respects in accordance with GAAP
(subject to ordinary, good faith year-end audit adjustments), the financial
position and the results of operations of the Company and its consolidated
Subsidiaries;

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

          (a) concurrently with the delivery of the financial statements
referred to in subsection 7.01(a), a certificate of a Responsible Officer
stating that no knowledge was obtained of any Default or Event of Default
relating to financial matters, except as specified in such certificate;

          (b) concurrently with the delivery of the financial statements
referred to in subsections 7.01(a) and (b), a Compliance Certificate executed on
behalf of the Company by a Responsible Officer;

          (c) to the extent not previously provided pursuant to subsection
7.01(a) or (b) above, promptly, and in any event within 15 days of filing with
the SEC, copies of all financial statements and reports that the Company sends
to its stockholders generally, and copies of all financial statements and
regular, periodical or special reports, if any, (including Forms 10-K, 10-Q and
8-K) that the Company or any Subsidiary may make to, or file with, the SEC;
provided, that the Company shall also deliver its Forms 10-K and 10-Q
concurrently


                                       61
<PAGE>   69

with the delivery of the corresponding financial statements referred to in
subsections 7.01 (a) and (b);

          (d) concurrently with the filing of the Company's Form 10-K
(commencing with the filing of the Company's Form 10-K for the fiscal year
ending on or about May 31, 2000), projections, in form and detail reasonably
satisfactory to the Agent and the Majority Lenders containing projected
financial information on a quarterly basis for such fiscal year and projected
financial information on an annual basis through the fiscal year ending on or
about May 31, 2004;

          (e) promptly, and in any event within one year of the Closing Date, a
copy of a file stamped UCC termination statement, terminating all UCC financing
statements on file with the Company or any of its Subsidiaries as debtor and
Ssangyong or any of its affiliates as secured party; and

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

     7.03 Notices. The Company shall promptly notify the Agent and the Agent
shall promptly notify the Lenders after receipt of notification from the
Company:

          (a) of the occurrence of any Default or Event of Default, and of the
occurrence or existence of any event or circumstance that is reasonably
foreseeable to become a Default or Event of Default;

          (b) of (i) any breach or non-performance by any Loan Party of, or any
default under, any Contractual Obligation of the Company or any of its
Subsidiaries which could reasonably be expected to result in a Material Adverse
Effect; and (ii) any dispute, litigation, investigation, proceeding or
suspension which may exist at any time between the Company or any of its
Subsidiaries and any Governmental Authority (other than routine disputes or
inquiries which should not, if adversely determined, result in a Material
Adverse Effect);

          (c) of the commencement of (and any material development in), any
litigation or proceeding affecting Company or any Subsidiary (i) in which the
amount of damages claimed is $1,000,000 (or its equivalent in another currency
or currencies) or more and not covered by insurance, (ii) in which injunctive or
similar relief is sought and which, if adversely determined, would reasonably be
expected to have a Material Adverse Effect, or (iii) in which the relief sought
is an injunction or other stay of the performance of this Agreement or any Loan
Document;

          (d) upon, but in no event later than 10 days after, becoming aware of
(i) any and all enforcement, cleanup, removal or other governmental or
regulatory actions instituted, completed or threatened against the Company or
any Subsidiary or any of their respective properties pursuant to any applicable
Environmental Laws, (ii) all other Environmental Claims



                                       62
<PAGE>   70


asserted against the Company or any Subsidiary, and (iii) any environmental or
similar condition on any real property adjoining or in the vicinity of the
property of the Company or any Subsidiary that could reasonably be anticipated
to cause such property of the Company or any Subsidiary or any part thereof to
be subject to any restrictions on the ownership, occupancy, transferability or
use of such property under any Environmental Laws;

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

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

               (i) an ERISA Event;

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

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

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

          (g) of the formation or Acquisition of any Material Domestic
Subsidiary or of any existing Domestic Subsidiary becoming a Material Domestic
Subsidiary;

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

          (i) of any event or condition which could reasonably be expected to
result in a Material Adverse Effect.

     Each notice under this Section shall be accompanied by a written statement
executed on behalf of the Company by a Responsible Officer setting forth details
of the occurrence referred to therein, and stating what action the Company or
any affected Subsidiary proposes to take with respect thereto and at what time.


                                       63
<PAGE>   71

     7.04 Preservation of Corporate Existence, Etc. The Company shall, and shall
cause each Subsidiary to:

          (a) except as permitted under Section 8.03, preserve and maintain in
full force and effect its corporate existence and good standing under the laws
of its state or jurisdiction of incorporation;

          (b) preserve and maintain in full force and effect all governmental
rights, privileges, qualifications, permits, licenses and franchises necessary
in the normal conduct of its business except in connection with transactions
permitted by Section 8.03 and sales of assets permitted by Section 8.02;

          (c) use commercially reasonable efforts, in the ordinary course of
business, to preserve its business organization and goodwill; and

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

     7.05 Maintenance of Non-Inventory Property. The Company shall maintain, and
shall cause each Subsidiary to maintain, and preserve all its non-inventory
property which is used or useful in its business in good working order and
condition, ordinary wear and tear excepted, and make all necessary repairs
thereto and renewals and replacements thereof except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect, except as
permitted by Section 8.02. The Company and each Subsidiary shall use the
standard of care typical in the industry in the operation and maintenance of its
facilities.

     7.06 Insurance. The Company shall maintain, and shall cause each of its
Subsidiaries to maintain, with financially sound and reputable independent
insurers, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons; including workers'
compensation insurance, public liability and property and casualty insurance, in
amounts and coverages not less than those in effect on the date hereof. The
Company shall furnish the Agent, with sufficient copies for each Lender,
annually within 30 days of each anniversary of the Closing Date, a certificate
of the Company executed by a Responsible Officer of the Company (and, if
requested by the Agent, any insurance broker of the Company) setting forth the
nature and extent of all insurance maintained by the Company and its
Subsidiaries in accordance with this Section (and which, in the case of a
certificate of a broker, were placed through such broker).

     7.07 Payment of Obligations. The Company shall, and shall cause each
Subsidiary to, pay and discharge as the same shall become due and payable:

          (a) all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate



                                       64
<PAGE>   72

proceedings and adequate reserves in accordance with GAAP are being maintained
by the Company or such Subsidiary;

          (b) all lawful claims which, if unpaid, would by law become a Lien
upon its property in violation of Section 8.01; and

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

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

     7.09 Compliance with ERISA. The Company shall, and shall cause each of its
ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

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

     7.11 Environmental Laws.

          (a) The Company shall, and shall cause each Subsidiary to, conduct its
operations and keep and maintain its property in compliance with all
Environmental Laws.

          (b) Upon the written request of the Agent or any Lender, the Company
shall submit and cause each of its Subsidiaries to submit, to the Agent with
sufficient copies for each Lender, at the Company's sole cost and expense, at
reasonable intervals, a report providing an update of the status of any
environmental, health or safety compliance, hazard or liability issue



                                       65
<PAGE>   73

identified in any notice or report required pursuant to subsection 7.03(d), that
could, individually or in the aggregate, reasonably be expected to result in
liability of any Loan Party in excess of $1,000,000.

     7.12 Use of Proceeds. The Company shall use the proceeds of (i) the Closing
Date Term Loans to repay the outstanding Indebtedness under the Existing Credit
Agreement on the Closing Date, (ii) the Delayed Draw Term Loans to finance
Non-Financed Capital Expenditures incurred by the Company and its Subsidiaries
during the period commencing on June 1, 1999 and ending on the last day of the
fiscal quarter ending on or about November 30, 2000, and (iii) the Revolving
Loans and the Swing Line Loans for working capital and for other general
corporate purposes (including stock repurchases) in each case not in
contravention of any Requirement of Law or of any Loan Document, including,
without limitation, Section 8.11(a).

     7.13 Further Assurances. The Company shall ensure that all written
information, exhibits and reports furnished by any Loan Party to the Agent or
the Lenders taken as a whole do not and will not contain any untrue statement of
a material fact and do not and will not omit to state any material fact or any
fact necessary to make the statements contained therein not misleading in light
of the circumstances in which made, and will promptly disclose to the Agent and
the Lenders and correct any defect or error that may be discovered therein or in
any Loan Document or in the execution, acknowledgement or recordation thereof.

     7.14 Additional Subsidiary Guarantors. Within thirty days following the
formation or Acquisition (provided that nothing in this paragraph shall be
deemed to authorize the Acquisition of any entity) of any Material Domestic
Subsidiary or within thirty Business Days following the date any existing
Domestic Subsidiary becomes a Material Domestic Subsidiary, the Company shall
cause such Material Domestic Subsidiary to deliver to the Agent a Subsidiary
Guaranty or a supplement to the Subsidiary Guaranty, together with the following
documents with respect to such Material Domestic Subsidiary, all in form and
substance reasonably satisfactory to the Agent:


               (i) certified copies of resolutions of the board of directors of
     such Material Domestic Subsidiary approving the Subsidiary Guaranty;

               (ii) incumbency certificates for such Material Domestic
     Subsidiary certifying as to its officers who are authorized to execute and
     deliver the documents required hereunder; and

               (iii) a favorable opinion of counsel with respect to (a) the due
     organization, good standing and corporate power and authority of such
     Material Domestic Subsidiary, (b) the due authorization, execution,
     delivery, validity, binding effect and enforceability as to such Material


                                       66
<PAGE>   74

     Domestic Subsidiary of all documents required to be delivered by them
     hereunder, (c) the execution and delivery of the documents required to be
     delivered by such Material Domestic Subsidiary hereunder not conflicting
     with or creating a Lien under any other agreement of such Material Domestic
     Subsidiary, not violating any law or regulation, not requiring any consent
     or authorization of any Person which has not been obtained; and (e) such
     other matters as the Agent or the Majority Lenders may reasonably require.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Lenders
waive compliance in writing:

     8.01 Liens and Related Matters.

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

          (a) any Lien existing on property of the Company or any Subsidiary on
the Closing Date and set forth in Schedule 8.01 securing Indebtedness
outstanding on such date (after giving effect to the repayment of Indebtedness
on the Closing Date);

          (b) Liens for taxes, fees, assessments or other governmental charges
which are not delinquent or remain payable without penalty, or to the extent
that non-payment thereof is permitted by Section 7.07, provided that no notice
of lien has been filed or recorded under the Code ("Statutory Liens");

          (c) carriers', warehousemen's, mechanics', landlords', materialmen's,
repairmen's or other similar Liens arising in the ordinary course of business
which are not more than 30 days delinquent or remain payable without penalty or
which are being contested in good faith and by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the property
subject thereto;

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

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



                                       67
<PAGE>   75


          (f) Liens consisting of judgment or judicial attachment liens,
provided that the enforcement of such Liens is effectively stayed and such Liens
do not create an Event of Default;

          (g) easements, rights-of-way, restrictions and other similar
encumbrances which do not in any case materially detract from the value of the
property subject thereto or interfere with the ordinary conduct of the
businesses of the Company and its Subsidiaries;

          (h) purchase money security interests on any property acquired or held
by the Company or its Subsidiaries in the ordinary course of business, securing
Indebtedness incurred or assumed for the purpose of financing all or any part of
the cost of acquiring or improving such property; provided that (i) any such
Lien attaches to such property concurrently with or within 20 days after the
acquisition or improvement thereof, (ii) such Lien attaches solely to the
property so acquired in such transaction and the proceeds thereof, (iii) the
principal amount of the debt secured thereby does not exceed 100% of the cost of
such property, and (iv) the aggregate principal amount of the Indebtedness
secured by any and all such purchase money security interests shall not at any
time exceed the amount permitted by subsection 8.05(d);

          (i) Liens securing obligations in respect of capital leases (and any
financing lease having substantially the same economic effect of a conditional
sale, title retention agreement or capital lease) on assets subject to such
leases, provided that such leases are otherwise permitted hereunder and the
amount of Indebtedness secured by such Liens shall not exceed the amount
permitted by subsection 8.05(d);

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

          (k) Liens on (and limited to) the real property located at 2095 N.
Batavia Street, Orange, California, securing the non-recourse Indebtedness of
the Company permitted under subsection 8.05(i).

     B. Equitable Lien in Favor of the Lenders. If the Company or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 8.01A, it shall make or cause to be made effective
provision whereby the Obligations will be secured by such Lien equally and
ratably with any and all other Indebtedness secured thereby as long as any such
Indebtedness shall be so secured; provided that, notwithstanding the foregoing,
this covenant shall not be construed as a consent by the Majority Lenders to the
creation or assumption of any such Lien not permitted by the provisions of
subsection 8.01A.


                                       68
<PAGE>   76

     C. No Further Negative Pledges. Except with respect to specific property
encumbered to secure payment of particular Indebtedness, neither the Company nor
any of its Subsidiaries shall enter into any agreement (other than the agreement
pursuant to which the Company borrows the Indebtedness described in subsection
8.05(f)), prohibiting the creation or assumption of any Lien upon any of its
properties or assets, whether now owned or hereafter acquired.

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

          (a) dispositions of inventory, or used, worn-out or surplus tangible
personal property, all in the ordinary course of business;

          (b) the sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are applied within 180 days of such sale
to the purchase price of such replacement equipment;

          (c) Dispositions not otherwise permitted hereunder which are made for
fair market value; provided, that (i) at the time of any Disposition, no Event
of Default or Default shall exist or shall result from such Disposition, (ii)
the aggregate sales price from such disposition shall be paid in cash, and (iii)
the aggregate value of all assets so sold by the Company and its Subsidiaries in
any fiscal year shall not exceed $1,000,000;

          (d) (i) sale of inventory by the Company or any of its Subsidiaries to
the Company or any of its other Subsidiaries in the ordinary course of business
for fair market value and pursuant to terms that otherwise meet the requirements
of subsection 8.06; (ii) other transfers of property from the Company to one or
more Wholly-Owned Subsidiary Guarantors, the aggregate value of which property
does not exceed $500,000 for all such transfers; and (iii) transfers of property
from a Subsidiary to the Company or to a Wholly-Owned Subsidiary Guarantor;

          (e) sell without recourse in the ordinary course of business any of
the Company's or its Subsidiaries' past due accounts receivable which resulted
from sale and delivery of inventory to the applicable account debtor ; and

          (f) the sale of the Batavia Property at fair market value for cash
and/or a note payable secured by the Batavia Property.

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



                                       69
<PAGE>   77

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

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

     8.04 Loans, Investments and Acquisitions. The Company shall not purchase or
acquire, or suffer or permit any Subsidiary to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligations or
other securities of, or any interest in, any Person (including a Joint Venture),
or make or commit to make any Acquisitions, or make or commit to make any
advance, loan, extension of credit or capital contribution to or any other
investment in, any Person including any Affiliate of the Company (together,
"Investments"), except for:

          (a) Investments held by the Company or Subsidiary in the form of cash
equivalents or short term marketable securities (including such cash equivalents
or such securities satisfying the investment objectives and investment criteria
set forth in the Company's Investment Policy attached hereto as Exhibit K);

          (b) extensions of credit in the nature of accounts receivable or notes
receivable arising from the sale or lease of goods or services in the ordinary
course of business, including without limitation, such extensions of credit
pursuant to the current business practices between the Company, Vans Far East
Limited and Vans Footwear Ltd.;

          (c) extensions of credit by the Company to its Wholly-Owned
Subsidiaries which are Subsidiary Guarantors;

          (d) Permitted Acquisitions and the formation or acquisition of
Subsidiaries in connection with one or more Permitted Acquisitions;

          (e) the acquisition by the Company of Switch Manufacturing; provided
that the consideration for such acquisition is solely in shares of the Company's
capital stock;

          (f) Investments constituting Permitted Equity Investments;

          (g) advances to employees in the ordinary course of business and loans
to employees in an aggregate principal amount not exceeding $500,000 at any time
outstanding; and


                                       70
<PAGE>   78

          (h) investments in Quokka Sports, Inc., Launch Media, Inc. and
Loonatic LLC, existing as of the Second Effective Date and described in Schedule
6.16.

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

          (a) Indebtedness incurred pursuant to this Agreement;

          (b) Indebtedness consisting of Contingent Obligations permitted
pursuant to Section 8.08;

          (c) Indebtedness existing on the Closing Date and set forth in
Schedule 8.05;

          (d) Indebtedness secured by Liens permitted by subsections 8.01(h) and
(i) in an aggregate amount outstanding not to exceed at any time $9,000,000;
provided that no more than $5,000,000 of such Indebtedness may be incurred or
assumed in any fiscal year of the Company (it being understood that unused
amounts in one fiscal year will not be eligible to be carried forward to any
future periods);

          (e) Indebtedness of Wholly-Owned Subsidiary Guarantors owing to the
Company;

          (f) Senior unsecured Indebtedness provided by institutional lenders,
all of the proceeds of which are applied to repay the Term Loans if (i) the
terms thereof (including covenants and events of default) are no more
restrictive than those of the Loan Documents and (ii) such institutional lenders
shall have entered into an intercreditor agreement with the Agent and the
Lenders which is in form and substance satisfactory to the Lenders;

          (g) Indebtedness of any Foreign Subsidiary to shareholders of such
Foreign Subsidiary (other than the Company and its Subsidiaries) so long as (i)
such Indebtedness is non-recourse to (i.e. no course may be had against) the
Company or any of its Subsidiaries (other than such Foreign Subsidiary) with
respect to such Indebtedness and (ii) such Indebtedness is not a Contingent
Obligation of the Company or any of its Subsidiaries (other than such Foreign
Subsidiary);

          (h) other unsecured Indebtedness not exceeding an aggregate principal
amount of $2,000,000 at any time outstanding; and

          (i) Company may become and remain liable with respect to Indebtedness
non-recourse to Company or any of its Subsidiaries which is secured solely by,
and enforcement with respect to which is limited to foreclosure or other actions
with respect to, the real property located at the Batavia Property, provided
that the aggregate principal amount of all such Indebtedness does not exceed the
appraised value of the Batavia Property as of the date of the incurrence of such
non-recourse Indebtedness.



                                       71
<PAGE>   79

     8.06 Transactions with Affiliates. The Company shall not, and shall not
suffer or permit any Subsidiary to, enter into any transaction with any
Affiliate of the Company (other than a Subsidiary Guarantor), except upon fair
and reasonable terms no less favorable to the Company or such Subsidiary than
would obtain in a comparable arm's-length transaction with a Person not an
Affiliate of the Company or such Subsidiary; provided that the foregoing
restriction shall not apply to any transaction with any Affiliates of the
Company so long as the aggregate amount of payments with respect to such
transaction (together with any other related transaction or series of
transactions) do not exceed in the aggregate $100,000.

     8.07 Use of Proceeds.

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

          (b) The Company shall not, directly or indirectly, use any portion of
the Loan proceeds (i) knowingly to purchase Ineligible Securities from the
Arranger during any period in which the Arranger makes a market in such
Ineligible Securities, (ii) knowingly to purchase during the underwriting or
placement period Ineligible Securities being underwritten or privately placed by
the Arranger, or (iii) to make payments of principal or interest on Ineligible
Securities underwritten or privately placed by the Arranger and issued by or for
the benefit of the Company or any Affiliate of the Company. The Arranger is a
registered broker-dealer and permitted to underwrite and deal in certain
Ineligible Securities; and "Ineligible Securities" means securities which may
not be underwritten or dealt in by member banks of the Federal Reserve System
under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

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

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

          (b) the Subsidiary Guaranty;

          (c) Contingent Obligations of the Company and its Subsidiaries
existing as of the Closing Date (including the Existing Letters of Credit listed
in Schedule 8.08 (but not any extensions or renewals thereof) and listed in
Schedule 8.08;

          (d) customary indemnities for suppliers, customers, licensees and
other third parties in the ordinary course of business (consistent with the
Company's prior practices) and in connection with Permitted Acquisitions and
Dispositions permitted by Section 8.02;



                                       72
<PAGE>   80


          (e) Contingent Obligations with respect to Letters of Credit issued
hereunder;

          (f) guarantees by the Company of the obligations of Wholly-Owned
Subsidiary Guarantors;

          (g) Contingent Obligations of Van Pac, LLC or VASH, LLC with respect
to any commercial letter of credit issued for the account of Van Pac, LLC or
VASH, LLC so long as such letter of credit is at all times backed for the full
face amount and for all other obligations thereunder by letters of credit issued
by financial institutions meeting the criteria set forth in clause (a) or clause
(b) of the definition of "Eligible Assignee" for the account of Pacific Sunwear
of California, Inc. or Sunglass Hut International, Inc., respectively; and

          (h) the Company may become and remain liable with respect to Permitted
Swap Obligations under (i) any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement or similar agreement or arrangement or
(ii) any foreign exchange contract, currency swap agreement, or other similar
agreement or arrangement; provided that the aggregate notional amount relative
to all such Permitted Swap Obligations shall not exceed $30,000,000 at any time;
provided further that each such agreement or contract shall expire or terminate
on or prior to the Revolving Termination Date.

     8.09 Sale and Leaseback Transactions. The Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, become or remain
liable as lessee or as a guarantor or other surety with respect to any lease,
whether an operating lease or a capital lease, of any property (whether real,
personal or mixed), whether now owned or hereafter acquired, (i) which the
Company or any of its Subsidiaries has sold or transferred or is to sell or
transfer to any other Person (other than the Company or any of its Subsidiaries)
or (ii) which the Company or any of its Subsidiaries intends to use for
substantially the same purpose as any other property which has been or is to be
sold or transferred by the Company or any of its subsidiaries to any Person
(other than the Company or any of its Subsidiaries) in connection with such
lease.

     8.10 No Restrictions on Subsidiary Distributions. Except as provided herein
the Company will not, and will not permit any of its Subsidiaries to, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any such Subsidiary to
(i) pay dividends or make any other distributions on any of such Subsidiary's
capital stock owned by the Company or any other Subsidiary of the Company, (ii)
repay or prepay any Indebtedness owed by such Subsidiary to the Company or any
other Subsidiary of the Company, (iii) make loans or advances to the Company or
any other Subsidiary of the Company, or (iv) transfer any of its property or
assets to the Company or any other Subsidiary of the Company.

     8.11 Restricted Payments. The Company shall not, and shall not suffer or
permit any Subsidiary to, declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on
account of any shares of any class of its capital stock,



                                       73
<PAGE>   81


or make any prepayment of principal with respect to any subordinated
indebtedness or purchase, redeem or otherwise acquire for value any shares of
its capital stock or any warrants, rights or options to acquire such shares, now
or hereafter outstanding or any such subordinated indebtedness; except that the
Company and any Wholly-Owned Subsidiary may:

          (a) so long as no Event of Default or Default exists or would be
caused thereby, the Company may, prior to the Revolving Termination Date,
repurchase Company's stock in an aggregate amount not to exceed $12,000,000;

          (b) Subsidiaries may make distributions and pay dividends to the
Company;

          (c) [Intentionally Omitted];

          (d) So long as no Event of Default or Default exists or would be
caused thereby, each of Vans LatinoAmericana (Mexico) and Vans Latin America,
Inc. may make distributions and pay dividends to its respective shareholders
(including the Company); provided that the aggregate amount of all distributions
and dividends paid by Vans LatinoAmericana (Mexico) and Vans Latin America, Inc.
after the Closing Date shall not exceed $1,000,000 in the aggregate; provided,
further, that such dividends and distributions shall be paid to the Company and
the other shareholders of each of Vans LatinoAmericana (Mexico) and Vans Latin
America, Inc. ratably in accordance with their respective ownership percentages
in each of Vans LatinoAmericana (Mexico) and Vans Latin America, Inc.; provided
further, that at the time of any such distribution or dividend, (i) Vans
LatinoAmericana (Mexico) or Vans Latin America, Inc., as applicable, shall have
no Consolidated Funded Debt and (ii) such distributions are made and such
dividends are paid from cash generated by or available from the normal business
operations of Vans LatinoAmericana (Mexico) or Vans Latin America, Inc., as
applicable; and

          (e) So long as no Event of Default or Default exists or would be
caused thereby, each of Van Pac, LLC and VASH, LLC may, on and after December 1,
1999, make distributions and pay dividends to its respective members (including
the Company); provided that the aggregate amount of such distribution or
dividend (together with all distributions and dividends paid by Van Pac, LLC or
VASH, LLC, as the case may be, during the same fiscal quarter of the Company)
does not exceed the net income (determined in accordance with GAAP) of Van Pac,
LLC or VASH, LLC, as the case may be, for the immediately preceding fiscal
quarter; provided, further, that such dividends and distributions shall be paid
to the Company and the other members of Van Pac, LLC or VASH, LLC, as
applicable, ratably in accordance with their respective ownership percentages in
Van Pac, LLC or VASH, LLC, as applicable; provided further, that the Company
shall own at all times at least 51% of the outstanding capital stock (or
membership interest) of Van Pac, LLC and VASH, LLC.

     8.12 Financial Covenants.

          (a) Minimum Fixed Charge Coverage Ratio. The Company shall not permit
as of the last day of any fiscal quarter the ratio of (i) Consolidated Adjusted
Cash Flow to



                                       74
<PAGE>   82


(ii) Consolidated Fixed Charges for each four-quarter fiscal period ending as of
such last day to be less than 1.15 to 1.0.

          (b) Maximum Consolidated Funded Debt to Consolidated Adjusted EBITDA
Ratio. The Company shall not permit the Consolidated Funded Debt to Consolidated
Adjusted EBITDA Ratio as of the last day of any fiscal quarter ending during any
of the periods set forth below to exceed the correlative ratio indicated:


<TABLE>
<CAPTION>
                                                                                               Maximum Consolidated
                                                                                       Funded Debt to Consolidated
                                                                                              Adjusted EBITDA Ratio
                               Period
  -----------------------------------------------------------------------------
<S>                                                                                     <C>
  Closing Date through (and including) the last day of the
     fiscal quarter ending on or about November 30, 1999                                          3.00 to 1.0
  December 31, 1999 through (and including) the last day
     of the fiscal quarter ending on or about May 31, 2000                                        2.00 to 1.0
  June 30, 2000 through (and including) the last day of the
     fiscal quarter ending on or about August 31, 2000                                            3.00 to 1.0
  September 30, 2000 through (and including) the last day
     of the fiscal quarter ending on or about November 30,
     2000                                                                                         2.00 to 1.0
  December 31, 2000 through (and including) the last day
     of the fiscal quarter ending on or about February 28, 2001                                   3.00 to 1.0
  March 31, 2001 through (and including) the last day
     of the fiscal quarter ending on or about May 31, 2001                                        2.00 to 1.0
  June 30, 2001 through (and including) the last day of
     the fiscal quarter ending on or about August 31, 2001                                        2.50 to 1.0
  September 30, 2001 through (and including) the last day
     of the fiscal quarter ending on or about November 30,
     2001                                                                                         2.00 to 1.0
  December 31, 2001 through (and including) the last day
     of the fiscal quarter ending on or about February 28, 2002                                   2.50 to 1.0
  March 31, 2002 through (and including) the last day
     of the fiscal quarter ending on or about May 31, 2002                                        2.00 to 1.0
  June 30, 2002 through (and including) the last day of
     the fiscal quarter ending on or about August 31, 2002                                        2.50 to 1.0
  September 30, 2002 through (and including) the last day
     of the fiscal quarter ending on or about November 30, 2002                                   1.75 to 1.0
  December 31, 2002 through (and including) the last day
     of the fiscal quarter ending on or about February 28, 2003                                   2.50 to 1.0
  March 31, 2003 through (and including) the last day of
     the fiscal quarter ending on or about May 31, 2003                                           1.75 to 1.0
  June 30, 2003 through  (and including) the last day of the
     fiscal quarter ending on or about August 31, 2003                                            2.25 to 1.0
  September 30, 2003 through (and including) the last day
     of the fiscal quarter ending on or about November 30, 2003                                  1.625 to 1.0
</TABLE>

                                       75

<PAGE>   83

<TABLE>


<S>                                                                                         <C>
  December 31, 2003  through and including the last day of
   the fiscal quarter ending on or about February 28, 2004                                        2.25 to 1.0
  March 31, 2004 through (and including) the last day of the
   fiscal quarter ending on or about May 31, 2004 and thereafter                                 1.625 to 1.0

</TABLE>

          (c) Minimum Quick Ratio. The Company shall not permit the Quick Ratio
(i) as of the end of any fiscal quarter ending on or about any February 28 or
August 31 of any fiscal year to be less than 0.75:1.0 and (ii) as of the end of
any fiscal quarter ending on or about any May 31 or November 30 to be less than
1.00:1.0.

          (d) After Tax Losses. The Company shall not permit the after tax
consolidated net income of the Company and its Subsidiaries (as determined in
accordance with GAAP) to be less than zero for any two consecutive fiscal
quarters.

     8.13 ERISA. The Company shall not, and shall not suffer or permit any of
its ERISA Affiliates to: (a) engage in a prohibited transaction or violation of
the fiduciary responsibility rules with respect to any Plan which has resulted
or could reasonably expected to result in liability of the Company in an
aggregate amount in excess of $500,000; or (b) engage in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.

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

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

                                   ARTICLE IX

                                EVENTS OF DEFAULT

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

          (a) Non-Payment. The Company fails to make, (i) when and as required
to be made herein, payments of any amount of principal of any Loan or of any L/C
Obligation, or (ii) within three Business Days after the same becomes due,
payment of any interest, fee or any other amount payable hereunder or under any
other Loan Document; or

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



                                       76
<PAGE>   84

          (c) Specific Defaults. The Company fails to perform or observe any
term, covenant or agreement contained in any of Section 7.03 or 7.09 or in
Article VIII or fails to perform or observe any term, covenant or agreement
contained in Section 7.01 or 7.02 and such failure continues for a period of
five days; or

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

          (e) Cross-Default. The Company or any Subsidiary (A) fails to make any
payment in respect of any Indebtedness or Contingent Obligation (other than in
respect of Swap Contracts), having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than
$1,000,000 when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such failure continues after the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure; or (B) fails to perform or observe any other condition
or covenant, or any other event shall occur or condition exist, under any
agreement or instrument relating to any such Indebtedness or Contingent
Obligation, and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure
if the effect of such failure, event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause such Indebtedness to be declared to be
due and payable prior to its stated maturity, or such Contingent Obligation to
become payable or cash collateral in respect thereof to be demanded.

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

          (g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding
is commenced or filed against the Company or any Subsidiary, or any writ,
judgment, warrant of attachment, execution or similar process, is issued or
levied against a substantial part of the Company's or any Subsidiary's
properties, and any such proceeding or petition shall not be dismissed, or such
writ, judgment, warrant of attachment, execution or similar process shall not be
released, vacated or fully bonded within 60 days after commencement, filing or
levy; (ii) the Company or any Subsidiary admits the material allegations of a
petition against it in any Insolvency Proceeding, or an order for relief (or
similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or
(iii) the Company or any Subsidiary acquiesces in the



                                       77
<PAGE>   85

appointment of a receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other similar Person for itself
or a substantial portion of its property or business; or

          (h) ERISA. (i) An ERISA Event shall occur with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $1,000,000;
or (ii) the aggregate amount of Unfunded Pension Liability among all Pension
Plans at any time exceeds $1,000,000; or (iii) the Company or any ERISA
Affiliate shall fail to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of $1,000,000; or

          (i) Monetary Judgments. One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against the
Company or any Subsidiary involving in the aggregate a liability (to the extent
not covered by independent third-party insurance as to which the insurer does
not dispute coverage) as to any single or related series of transactions,
incidents or conditions, of $1,000,000 or more, and the same shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of 30 days after
the entry thereof; or

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

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

          (l) Loss of Licenses. Any Governmental Authority revokes or fails to
renew any material license, permit or franchise of the Company or any
Subsidiary, or the Company or any Subsidiary for any reason loses any material
license, permit or franchise, or the Company or any Subsidiary suffers the
imposition of any restraining order, escrow, suspension or impound of funds in
connection with any proceeding (judicial or administrative) with respect to any
material license, permit or franchise, the effect of which could reasonably be
expected to result in a Material Adverse Effect; or

          (m) Subsidiary Guarantor Defaults. Any Subsidiary Guarantor fails in
any material respect to perform or observe any term, covenant or agreement in
the Subsidiary Guaranty to which it is a party; or the Subsidiary Guaranty is
for any reason partially (including with respect to future advances) or wholly
revoked or invalidated, or otherwise ceases to be in full force and effect in
accordance with its terms, or a Subsidiary Guarantor or any other Person
contests in any manner the validity or enforceability thereof or denies that it

                                       78
<PAGE>   86

has any further liability or obligation thereunder; or any event described at
subsections (f) or (g) of this Section occurs with respect to a Subsidiary
Guarantor; or

          (n) Invalidity of Subordination Provisions. The subordination
provisions of any agreement or instrument governing any subordinated
indebtedness is for any reason revoked or invalidated, or otherwise cease to be
in full force and effect, or any Person contests in any manner the validity or
enforceability thereof or denies that it has any further liability or obligation
thereunder, or the Indebtedness hereunder is for any reason subordinated or does
not have the priority contemplated by this Agreement or such subordination
provisions.

     9.02 Remedies. If any Event of Default occurs, and the applicable cure
period, if any, expires, the Agent shall, at the request of, or may, with the
consent of, the Majority Lenders:

          (a) declare the commitment of each Lender to make Loans and any
obligation of each Issuing Lender to Issue Letters of Credit to be terminated,
whereupon such commitments and obligation shall be terminated;

          (b) declare an amount equal to the maximum aggregate amount that is or
at any time thereafter may become available for drawing under any outstanding
Letters of Credit (whether or not any beneficiary shall have presented, or shall
be entitled at such time to present, the drafts or other documents required to
draw under such Letters of Credit) to be immediately due and payable, and
declare the unpaid principal amount of all outstanding Loans, all interest
accrued and unpaid thereon, and all other amounts owing or payable hereunder or
under any other Loan Document to be immediately due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Company; and

          (c) exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

     provided, however, that upon the occurrence of any event specified in
     subsection (f) or (g) of Section 9.01 (in the case of clause (i) of
     subsection (g) upon the expiration of the 60-day period mentioned therein),
     the obligation of each Lender to make Loans and any obligation of each
     Issuing Lender to Issue Letters of Credit shall automatically terminate and
     the unpaid principal amount of all outstanding Loans and all interest and
     other amounts as aforesaid shall automatically become due and payable
     without further act of the Agent, either Issuing Lender or any Lender;
     provided further that the foregoing shall not affect in any way the
     obligations of the Lenders to purchase participations in unpaid Swing Line
     Loans as provided in subsection 2.1(d).

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


                                       79
<PAGE>   87

                                   ARTICLE X

                                    THE AGENT

     10.01 Appointment and Authorization; "Agent".

          (a) Each Lender hereby irrevocably (subject to Section 10.09)
appoints, designates and authorizes the Agent to take such action on its behalf
under the provisions of this Agreement and each other Loan Document and to
exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary contained elsewhere in this Agreement or in any other Loan
Document, the Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Agent have or be deemed to have any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.
Without limiting the generality of the foregoing sentence, the use of the term
"agent" in this Agreement with reference to the Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

          (b) Each Issuing Lender shall act on behalf of the Lenders with
respect to any Letters of Credit Issued by it and the documents associated
therewith until such time and except for so long as the Agent may agree at the
request of the Required Revolving Lenders to act for such Issuing Lender with
respect thereto; provided, however, that each Issuing Lender shall have all of
the benefits and immunities (i) provided to the Agent in this Article X with
respect to any acts taken or omissions suffered by such Issuing Lender in
connection with Letters of Credit Issued by it or proposed to be Issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Agent," as used in this Article X,
included such Issuing Lender with respect to such acts or omissions, and (ii) as
additionally provided in this Agreement with respect to such Issuing Lender.

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

     10.03 Liability of Agent. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any of the Lenders for any recital,
statement, representation or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or
in any


                                       80
<PAGE>   88

other Loan Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agent under or in connection
with, this Agreement or any other Loan Document, or for the value of or title to
any Collateral, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
the Company or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of the
Company or any of the Company's Subsidiaries or Affiliates.

     10.04 Reliance by Agent.

          (a) The Agent shall be entitled to rely, and shall be fully protected
in relying, upon any writing, resolution, notice, consent, certificate,
affidavit, letter, telegram, facsimile, telex or telephone message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to the Company), independent
accountants and other experts selected by the Agent. The Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Majority Lenders as it deems appropriate and, if it so requests, it shall
first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Majority
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all of the Lenders.

          (b) For purposes of determining compliance with the conditions
specified in Section 5.01, each Lender that becomes a party to this Agreement
after the Closing Date shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter either sent by
the Agent to such Lender for consent, approval, acceptance or satisfaction, or
required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lender.

     10.05 Notice of Default. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect
to defaults in the payment of principal, interest and fees required to be paid
to the Agent for the account of the Lenders, unless the Agent shall have
received written notice from a Lender or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". The Agent will notify the Lenders of its
receipt of any such notice. The Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Majority Lenders in
accordance with Article IX; provided, however, that unless and until the Agent
has received any such request, the Agent may (but shall not be




                                       81
<PAGE>   89

obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

     10.06 Credit Decision. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Company and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Company and its Subsidiaries, the value of and title to any Collateral, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Company hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Lenders by the Agent, the Agent
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company which may come
into the possession of any of the Agent-Related Persons.

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

     10.8 Agent in Individual Capacity. Bank of America and its Affiliates may
make loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other



                                       82
<PAGE>   90

business with the Company and its Subsidiaries and Affiliates as though Bank of
America were not the Agent hereunder and without notice to or consent of the
Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of
America or its Affiliates may receive information regarding the Company or its
Affiliates (including information that may be subject to confidentiality
obligations in favor of the Company or such Subsidiary) and acknowledge that the
Agent shall be under no obligation to provide such information to them. With
respect to its Loans, Bank of America shall have the same rights and powers
under this Agreement as any other Lender and may exercise the same as though it
were not the Agent, and the terms "Lender" and "Lenders" include Bank of America
in its individual capacity.

     10.09 Successor Agent. The Agent may resign as Agent upon 30 days' notice
to the Lenders and the Company. If the Agent resigns under this Agreement, the
Majority Lenders shall appoint from among the Lenders a successor agent for the
Lenders which successor agent shall be approved by the Company which approval
shall not be unreasonably withheld. If no successor agent is appointed prior to
the effective date of the resignation of the Agent, the Agent may appoint, after
consulting with the Lenders and the Company, a successor agent from among the
Lenders. Upon the acceptance of its appointment as successor agent hereunder,
such successor agent shall succeed to all the rights, powers and duties of the
retiring Agent and the term "Agent" shall mean such successor agent and the
retiring Agent's appointment, powers and duties as Agent shall be terminated.
After any retiring Agent's resignation hereunder as Agent, the provisions of
this Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement. If no successor agent has accepted appointment as Agent by the date
which is 30 days following a retiring Agent's notice of resignation, the
retiring Agent's resignation shall nevertheless thereupon become effective and
the Lenders shall perform all of the duties of the Agent hereunder until such
time, if any, as the Majority Lenders appoint a successor agent as provided for
above.

     10.10 Withholding Tax.

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

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

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



                                       83
<PAGE>   91


     year of such Lender and in each succeeding taxable year of such Lender
     during which interest may be paid under this Agreement; and

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

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

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

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

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

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

     10.12 Lead Arrangers; Book Managers. None of the Lenders identified on the
facing page or signature pages of this Agreement as a "lead arranger" or "book
manager" shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than


                                       84
<PAGE>   92

those applicable to all Lenders as such. Without limiting the foregoing, none of
the Lenders so identified as a "lead arranger" or "book manager" shall have or
be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

                                   ARTICLE XI

                                  MISCELLANEOUS

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

          (a) increase or extend the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 9.02);

          (b) postpone or delay any date fixed by this Agreement or any other
Loan Document for any payment of principal, interest, fees or other amounts due
to the Lenders (or any of them) hereunder or under any other Loan Document;

          (c) reduce the principal of, or the rate of interest specified herein
on any Loan, or (subject to clause (iii) below) any fees or other amounts
payable hereunder or under any other Loan Document;

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

          (e) amend this Section, or Section 2.13, or any provision herein
providing for consent or other action by all Lenders; or

          (f) discharge any Guarantor;

     provided that this Section 11.01 does not apply to any Loan specific
     waivers, solely administrative in nature (i.e., waivers of Interest Period
     tenors, minimum borrowing amounts or integral multiples, pricing options,
     and notice periods for fundings or paydowns, other than as specified in
     this Agreement), for which approval may be given by Lenders having in
     excess of 50% of the Loan Exposure for said specific Loan, or the Swing
     Line Lender with respect to Swing Line Loans; and provided further, that
     (i) no



                                       85
<PAGE>   93

     amendment, waiver or consent shall, unless in writing and signed by the
     applicable Issuing Lender in addition to the Majority Lenders or all
     Lenders, as the case may be, affect the rights or duties of such Issuing
     Lender under this Agreement or any L/C-Related Document relating to any
     Letter of Credit Issued or to be Issued by it, (ii) no amendment, waiver or
     consent shall, unless in writing and signed by the Agent in addition to the
     Majority Lenders or all the Lenders, as the case may be, affect the rights
     or duties of the Agent under this Agreement or any other Loan Document, and
     (iii) the Fee Letter may be amended, or rights or privileges thereunder
     waived, in a writing executed by the parties thereto.

     11.02 Notices.

          (a) All notices, requests, consents, approvals, waivers and other
communications shall be in writing (including, unless the context expressly
otherwise provides, by facsimile transmission, provided that any matter
transmitted by the Company by facsimile (i) shall be immediately confirmed by a
telephone call to the recipient at the number specified on Schedule 11.02, and
(ii) shall be followed promptly by delivery of a hard copy original thereof) and
mailed, faxed or delivered, to the address or facsimile number specified for
notices on Schedule 11.02; or, as directed to the Company or the Agent, to such
other address as shall be designated by such party in a written notice to the
other parties, and as directed to any other party, at such other address as
shall be designated by such party in a written notice to the Company and the
Agent.

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

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

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


                                       86
<PAGE>   94

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

     11.04 Costs and Expenses. The Company shall:

          (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse Bank of America (including in its capacity as
Agent and as an Issuing Lender) within five Business Days after demand (subject
to subsection 5.01(e)) for all reasonable costs and expenses incurred by Bank of
America (including in its capacity as Agent and as an Issuing Lender) in
connection with the development, preparation, delivery, administration and
execution of, and any amendment, supplement, waiver or modification to (in each
case, whether or not consummated), this Agreement, any Loan Document and any
other documents prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby, including
reasonable Attorney Costs incurred by Bank of America (including in its capacity
as Agent and as an Issuing Lender) with respect thereto; and

          (b) pay or reimburse the Agent, the Arranger and each Lender
(including each Issuing Lender in its capacity as an Issuing Lender) within five
Business Days after demand (subject to subsection 5.01(e)) for all reasonable
costs and expenses (including reasonable Attorney Costs) incurred by them in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or any other Loan Document during the
existence of an Event of Default or after acceleration of the Loans (including
in connection with any "workout" or restructuring regarding the Loans, and
including in any Insolvency Proceeding or appellate proceeding).

     11.05 Company Indemnification.

          (a) Whether or not the transactions contemplated hereby are
consummated, the Company shall indemnify, defend and hold the Agent-Related
Persons, and each Lender and each of its respective officers, directors,
employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person")
harmless from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, charges, expenses and disbursements
(including reasonable Attorney Costs) of any kind or nature whatsoever which may
at any time (including at any time following repayment of the Loans, the
termination of the Letters of Credit and the termination, resignation or
replacement of the Agent or replacement of any Lender) be imposed on, incurred
by or asserted against any such Person in any way relating to or arising out of
this Agreement or any document contemplated by or referred to herein, or the
transactions contemplated hereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect
to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to or arising out of this Agreement
or the Loans or Letters of Credit or the use of the proceeds thereof, whether or
not any Indemnified Person is a party thereto (all the foregoing, collectively,
the "Indemnified Liabilities"); provided, that the Company shall have


                                       87
<PAGE>   95

no obligation hereunder to any Indemnified Person with respect to Indemnified
Liabilities to the extent resulting from the gross negligence or willful
misconduct of such Indemnified Person. The agreements in this Section shall
survive payment of all other Obligations.

          (b) The Company shall indemnify, defend and hold harmless each
Indemnified Person, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges, expenses
or disbursements (including reasonable Attorney Costs and the reasonable
allocated cost of internal environmental audit or review services), which may be
incurred by or asserted against such Indemnified Person in connection with or
arising out of any pending or threatened investigation, litigation or
proceeding, or any action taken by any Person, with respect to any Environmental
Claim. No action taken by legal counsel chosen by the Agent or any Lender in
defending against any such investigation, litigation or proceeding or requested
remedial, removal or response action shall vitiate or any way impair the
Company's obligation and duty hereunder to indemnify and hold harmless the Agent
and each Lender.

               (i) In no event shall any site visit, observation, or testing by
     the Agent or any Lender (or any contractee of the Agent or any Lender) be
     deemed a representation or warranty that Hazardous Materials are or are not
     present in, on, or under, the site, or that there has been or shall be
     compliance with any Environmental Law. Neither the Company nor any other
     Person is entitled to rely on any site visit, observation, or testing by
     the Agent or any Lender. Neither the Agent nor any Lender owes any duty of
     care to protect the Company or any other Person against, or to inform the
     Company or any other party of, any Hazardous Materials or any other adverse
     condition affecting any site or property. Neither the Agent nor any Lender
     shall be obligated to disclose to the Company or any other Person any
     report or findings made as a result of, or in connection with, any site
     visit, observation, or testing by the Agent or any Lender.

          (c) Survival; Defense. The obligations in this Section shall survive
payment of all other Obligations. At the election of any Indemnified Person, the
Company shall defend such Indemnified Person using legal counsel reasonably
satisfactory to such Indemnified Person in such Person's reasonable discretion,
at the sole cost and expense of the Company. All amounts owing under this
Section shall be paid within 30 days after demand.

     11.06 Payments Set Aside. To the extent that the Company makes a payment to
the Agent or the Lenders, or the Agent or the Lenders exercise their right of
set-off, and such payment or the proceeds of such set-off or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the
Agent or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any Insolvency Proceeding or otherwise, then
(a) to the extent of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the



                                       88
<PAGE>   96

Agent upon demand its pro rata share of any amount so recovered from or repaid
by the Agent.

     11.07 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Agent and each Lender.

     11.08 Assignments, Participations, etc.

          (a) Any Lender may, with the written consent of the Company at all
times other than during the existence of an Event of Default or a Default and of
the Agent, which consents shall not be unreasonably withheld, at any time assign
and delegate to one or more Eligible Assignees (provided that no written consent
of the Company or the Agent shall be required in connection with any assignment
and delegation by a Lender to an Eligible Assignee that is an Affiliate of such
Lender or, to another Lender) (each an "Assignee") all, or any ratable part of
(x) its Term Loan Commitment and Term Loans, and (y) its Revolving Loan
Commitment and Revolving Loans (including its interest in the L/C Obligations)
(and in the case of the Swing Line Lender, all of its Swing Line Loan Commitment
and Swing Line Loans, but only to a Person who has been appointed a successor
Agent pursuant to subsection 10.09), in each case together with the other rights
and obligations of such Lender hereunder with respect to the Commitments and
Loans being so assigned and delegated, in a minimum amount of $5,000,000 or if
less, all of such assignor Lender's rights and obligations with respect to the
Term Loan Commitments, Term Loans, Revolving Loan Commitment and Revolving Loans
or Swing Line Loan Commitment and Swing Line Loans being assigned, as
applicable; provided, however, that the Company and the Agent may continue to
deal solely and directly with such Lender in connection with the interest so
assigned to an Assignee until (A) written notice of such assignment, together
with payment instructions, addresses and related information with respect to the
Assignee, shall have been given to the Company and the Agent by such Lender and
the Assignee; (B) such Lender and its Assignee shall have delivered to the
Company and the Agent an Assignment and Acceptance in the form of Exhibit H
("Assignment and Acceptance") together with any Note or Notes subject to such
assignment and (C) the assignor Lender or Assignee has paid to the Agent a
processing fee in the amount of $3,500; provided that any such assignment in
accordance with this subsection 11.08(a) shall effect a pro rata assignment
(based on the respective principal amounts thereof then outstanding or in
effect) of both the Term Loan Commitment or the Term Loan of the assigning
Lender, on the one hand, and the Revolving Loan Commitment and the Revolving
Loans of the assigning Lender, on the other hand.

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



                                       89
<PAGE>   97

obligations hereunder and under the other Loan Documents have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Loan Documents. Agent will record the
information contained in the Assignment and Acceptance in the Register.

          (c) Within five Business Days after its receipt of notice by the Agent
that it has received an executed Assignment and Acceptance and payment of the
processing fee, (and provided that it consents to such assignment if such
consent is required in accordance with subsection 11.08(a)), at the request of
the Agent the Company shall execute and deliver to the Agent, new Notes
evidencing such Assignee's assigned Loans and Commitment and, if the assignor
Lender has retained a portion of its Loans and its Commitment, replacement Notes
in the principal amount of the Loans retained by the assignor Lender (such Notes
to be in exchange for, but not in payment of, the Notes held by such Lender).
Immediately upon each Assignee's making its processing fee payment under the
Assignment and Acceptance, this Agreement shall be deemed to be amended to the
extent, but only to the extent, necessary to reflect the addition of the
Assignee and the resulting adjustment of the Commitments arising therefrom. The
Commitment allocated to each Assignee shall reduce such Commitments of the
assigning Lender pro tanto.

          (d) Any Lender may at any time sell to one or more commercial banks or
other Persons not Affiliates of the Company (a "Participant") participating
interests in any Loans, the Commitment of that Lender and the other interests of
that Lender (the "originating Lender") hereunder and under the other Loan
Documents; provided, however, that (i) the originating Lender's obligations
under this Agreement shall remain unchanged, (ii) the originating Lender shall
remain solely responsible for the performance of such obligations, (iii) the
Company and the Agent shall continue to deal solely and directly with the
originating Lender in connection with the originating Lender's rights and
obligations under this Agreement and the other Loan Documents, and (iv) no
Lender shall transfer or grant any participating interest under which the
Participant has rights to approve any amendment to, or any consent or waiver
with respect to, this Agreement or any other Loan Document, except to the extent
such amendment, consent or waiver would require unanimous consent of the Lenders
as described in the first proviso to Section 11.01. In the case of any such
participation, the Participant shall be entitled to the benefit of Sections
4.01, 4.03 and 11.05 but only to the extent such amounts would be payable to the
Lender selling such participation interest, and if amounts outstanding under
this Agreement are due and unpaid, or shall have been declared or shall have
become due and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement.

          (e) Notwithstanding any other provision in this Agreement, any Lender
may at any time create a security interest in, or pledge, all or any portion of
its rights under and interest in this Agreement and the Note held by it in favor
of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S.
Treasury Regulation 31 CFR Section 203.14, and



                                       90
<PAGE>   98

such Federal Reserve Bank may enforce such pledge or security interest in any
manner permitted under applicable law.

          (f) Each Lender that becomes a Lender hereunder after the Closing Date
shall be deemed to have approved the satisfaction (or waiver) of the conditions
precedent set forth in Section 5.01.

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

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

                                       91
<PAGE>   99

     11.11 Automatic Debits of Fees. With respect to any interest, commitment
fee, arrangement fee, letter of credit fee or other fee, or any other cost or
expense (except Attorney Costs unless a Default or an Event of Default shall
have occurred and is continuing) due and payable to the Agent, Bank of America,
in its capacity as Issuing Lender, Bank of America or the Arranger under the
Loan Documents, the Company hereby irrevocably authorizes Bank of America to
debit any deposit account of the Company with Bank of America in an amount such
that the aggregate amount debited from all such deposit accounts does not exceed
such interest, fee or other cost or expense. If there are insufficient funds in
such deposit accounts to cover the amount of the interest, fee or other cost or
expense then due, such debits will be reversed (in whole or in part, in Bank of
America's sole discretion) and such amount not debited shall be deemed to be
unpaid. No such debit under this Section shall be deemed a set-off.

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

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

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

     11.15 No Third Parties Benefited. This Agreement is made and entered into
for the sole protection and legal benefit of the Company, the Lenders, the Agent
and the Agent-Related Persons, and their permitted successors and assigns, and
no other Person shall be a direct or indirect legal beneficiary of, or have any
direct or indirect cause of action or claim in connection with, this Agreement
or any of the other Loan Documents.

     11.16 Governing Law and Jurisdiction.

          (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA; PROVIDED THAT THE AGENT
AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA
OR OF THE UNITED STATES FOR THE CENTRAL DISTRICT OF CALIFORNIA, AND BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND THE LENDERS
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-


                                       92
<PAGE>   100


EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE AGENT AND THE
LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE COMPANY, THE
AGENT AND THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.

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

     11.18 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
the Lenders and the Agent, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.



                                       93
<PAGE>   101



                                   SCHEDULE I
                                     LENDERS

BANK OF AMERICA, N.A.

CITY NATIONAL BANK, a National Banking Association

GREATER BAY CORPORATE FINANCE,
     a Division of Cupertino National Bank and Trust

BNP PARIBAS (formerly known as BANQUE NATIONALE de PARIS)

CALIFORNIA FEDERAL BANK, a federal savings bank

UNION BANK OF CALIFORNIA, N.A.



<PAGE>   102




                                  SCHEDULE 1.01

              Determination of LIBOR Rate Margin, Base Rate Margin,
                             and Commitment Fee Rate

     The LIBOR Rate Margin, the Base Rate Margin and Commitment Fee Rate shall
be determined as of the applicable date based on the Consolidated Funded Debt to
Consolidated Adjusted EBITDA Ratio for such date as follows:

A.   Revolving Loans, Revolving Loan Commitments and Swing Line Loans

<TABLE>
<CAPTION>

Consolidated Funded Debt to
Consolidated                                  LIBOR Rate          Base Rate        Commitment
Adjusted EBITDA Ratio                         Margin              Margin           Fee Rate
---------------------------                   ---------------     ----------       --------
<S>                                            <C>               <C>                <C>
Greater than or equal to 2.50:1                 2.000%            0.500%             0.500%
Greater than or equal to 2.00:1 but less        1.750%            0.250%             0.375%
than 2.50:1
Greater than or equal to 1.50:1 but less        1.625%            0.000%             0.250%
than 2.00:1
Less than 1.50:1                                1.500%            0.000%             0.125%

</TABLE>

B.   Term Loans and Term Loan Commitments

<TABLE>
<CAPTION>

Consolidated Funded Debt to
Consolidated                                  LIBOR Rate          Base Rate
Adjusted EBITDA Ratio                         Margin              Margin
---------------------------                   ---------------     ------
<S>                                           <C>               <C>
Greater than or equal to 2.50:1                 2.125%            0.500%
Greater than or equal to 2.00:1 but less        1.875%            0.250%
than 2.50:1
Greater than or equal to 1.50:1 but less        1.750%            0.000%
than 2.00:1
Less than 1.50:1                                1.625%            0.000%
</TABLE>

The applicable LIBOR Rate Margin, the applicable Base Rate Margin and the
applicable Commitment Fee Rate shall be adjusted, to the extent applicable, two
Business Days after delivery of the financial statements required by subsection
7.01(a) or 7.01(b), as applicable, and the related Compliance Certificate
required by subsection 7.02(b) after the end of each fiscal quarter (the
"Current Fiscal Quarter") based on the Consolidated Funded Debt to Consolidated
Adjusted EBITDA Ratio, as of the last day of the Current Fiscal Quarter; it
being understood that if the Company fails to deliver the financial statements
required by subsection 7.01(a) or 7.01(b), as applicable, and the related
Compliance Certificate required by subsection 7.02(b) by the 45th day after any
fiscal quarter, the highest margins and fee rates set forth in the applicable
table above shall apply until such financial statements and Compliance
Certificate are delivered. The initial applicable LIBOR Rate Margin, the initial
applicable Base Rate Margin and the initial applicable Commitment Fee Rate shall
be based on the Compliance Certificate delivered by the Company pursuant to
subsection 5.01(l).



<PAGE>   103


                                  SCHEDULE 2.01
                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>
<CAPTION>

Schedule 2.01(a)
------------------------------------------------ ------------------------------------- -----------------------------
                                                              Commitment                      Pro Rata Share
------------------------------------------------ -------------------------------------------------------------------
<S>                                                                        <C>                               <C>
                                                                        Term Loan Commitment
------------------------------------------------ ------------------------------------- -----------------------------

Bank of America, N.A.                                                      $5,787,402                        55.12%
------------------------------------------------ ------------------------------------- -----------------------------
BNP Paribas                                                                $2,066,929                        19.69%
------------------------------------------------ ------------------------------------- -----------------------------
City National Bank                                                         $1,653,543                        15.75%
------------------------------------------------ ------------------------------------- -----------------------------
Greater Bay Bank                                                             $992,126                         9.45%
------------------------------------------------ ------------------------------------- -----------------------------
                                                                     Revolving Loan Commitment
------------------------------------------------ ------------------------------------- -----------------------------
Bank of America, N.A.                                                     $29,212,598                        55.12%
------------------------------------------------ ------------------------------------- -----------------------------
BNP Paribas                                                               $10,433,071                        19.69%
------------------------------------------------ ------------------------------------- -----------------------------
City National Bank                                                         $8,346,457                        15.75%
------------------------------------------------ ------------------------------------- -----------------------------
Greater Bay Bank                                                           $5,007,874                         9.45%
------------------------------------------------ -------------------------------------------------------------------
                                                                     Swing Line Loan Commitment
------------------------------------------------ ------------------------------------- -----------------------------
Bank of America, N.A.                                                      $3,000,000                          100%
------------------------------------------------ ------------------------------------- -----------------------------

Schedule 2.01(b)
------------------------------------------------ ------------------------------------- -----------------------------
                                                              Commitment                      Pro Rata Share
------------------------------------------------ -------------------------------------------------------------------
                                                                        Term Loan Commitment
------------------------------------------------ ------------------------------------- -----------------------------
Bank of America, N.A.                                                      $6,615,384                 44.102560000%
------------------------------------------------ ------------------------------------- -----------------------------
BNP Paribas                                                                $3,000,000                 20.000000000%
------------------------------------------------ ------------------------------------- -----------------------------
City National Bank                                                         $1,923,077                 12.820513333%
------------------------------------------------ ------------------------------------- -----------------------------
Greater Bay Bank                                                           $1,538,462                 10.256413333%
------------------------------------------------ ------------------------------------- -----------------------------
California Federal Bank, a federal savings bank                            $1,923,077                 12.820513333%
------------------------------------------------ -------------------------------------------------------------------
                                                                     Revolving Loan Commitment
------------------------------------------------ ------------------------------------- -----------------------------
Bank of America, N.A.                                                     $27,784,616                 44.102565080%
------------------------------------------------ ------------------------------------- -----------------------------
BNP Paribas                                                               $12,600,000                 20.000000000%
------------------------------------------------ ------------------------------------- -----------------------------
City National Bank                                                         $8,076,923                 12.820512698%
------------------------------------------------ ------------------------------------- -----------------------------
Greater Bay Bank                                                           $6,461,538                 10.256409523%
------------------------------------------------ ------------------------------------- -----------------------------
</TABLE>



<PAGE>   104


<TABLE>


------------------------------------------------ ------------------------------------- -----------------------------
<S>                                                                   <C>                        <C>
California Federal Bank, a federal savings bank                            $8,076,923                 12.820512698%
------------------------------------------------ -------------------------------------------------------------------
                                                                     Swing Line Loan Commitment
------------------------------------------------ ------------------------------------- -----------------------------
Bank of America, N.A.                                                      $3,000,000                          100%
------------------------------------------------ ------------------------------------- -----------------------------


Schedule 2.01(c)
------------------------------------------------ ------------------------------------- -----------------------------
                                                              Commitment                      Pro Rata Share
------------------------------------------------ -------------------------------------------------------------------
                                                                         Term Loan Exposure
------------------------------------------------ ------------------------------------- -----------------------------
Bank of America, N.A.                                                   $3,649,593.80                 26.775953083%
------------------------------------------------ ------------------------------------- -----------------------------
BNP Paribas                                                             $2,726,023.45                 20.000000000%
------------------------------------------------ ------------------------------------- -----------------------------
City National Bank                                                      $2,071,500.00                 15.197961705%
------------------------------------------------ ------------------------------------- -----------------------------
Greater Bay Bank                                                        $1,381,000.00                 10.131974470%
------------------------------------------------ ------------------------------------- -----------------------------
California Federal Bank, a federal savings bank                         $2,071,500.00                 15.197961705%
------------------------------------------------ ------------------------------------- -----------------------------
Union Bank of California, N.A.                                          $1,730,500.00                 12.696149037%
------------------------------------------------ -------------------------------------------------------------------
                                                                     Revolving Loan Commitment
------------------------------------------------ -------------------------------------------------------------------
Bank of America, N.A.                                                  $22,754,500.00                 26.770000000%
------------------------------------------------ ------------------------------------- -----------------------------
BNP Paribas                                                            $17,000,000.00                 20.000000000%
------------------------------------------------ ------------------------------------- -----------------------------
City National Bank                                                     $12,928,500.00                 15.210000000%
------------------------------------------------ ------------------------------------- -----------------------------
Greater Bay Bank                                                        $8,619.000.00                 10.140000000%
------------------------------------------------ ------------------------------------- -----------------------------
California Federal Bank, a federal savings bank                        $12,928,500.00                 15.210000000%
------------------------------------------------ ------------------------------------- -----------------------------
Union Bank of California, N.A.                                         $10,769,500.00                 12.670000000%
------------------------------------------------ -------------------------------------------------------------------
                                                                     Swing Line Loan Commitment
------------------------------------------------ ------------------------------------- -----------------------------
Bank of America, N.A.                                                      $3,000,000                          100%
------------------------------------------------ ------------------------------------- -----------------------------
</TABLE>



<PAGE>   105


                                  SCHEDULE 6.05
                                   LITIGATION


(1) Switch Manufacturing and Vans, Inc. v. The Burton Corporation (Case No.
C00-20738, United States District Court for the Northern District of
California); The Burton Corporation v. Vans, Inc. and Northwave North America
Inc. (Case No. 1:00-cv-206, United States District Court for the District of
Vermont).

     In May 2000, the Company and Switch Manufacturing brought an action for
declaratory relief against the Burton Corporation for the Federal District Court
for the Northern District of California against the Burton Corporation, based on
the Company's belief that the Burton Corporation intended to eventually sue the
Company and Switch Manufacturing for allegedly infringing on the Burton
Corporation's "3D and 4X4 hole" patent (the "3D Patent"), U.S. patent number
5,261,689. The Company asked the Court to find that (i) the Burton Corporation
has no right to threaten or maintain a suit against the Company and Switch for
this alleged infringement, (ii) the 3D Patent is invalid and unenforceable, and
(iii) the Company and Switch Manufacturing have not infringed on the 3D Patent
by any products or processes of the Company or Switch Manufacturing. This action
for declaratory relief was subsequently dismissed by the Federal District Court
for the Northern District of California for lack of jurisdiction. The Burton
Corporation has since commenced an action in the Federal Court for the District
of Vermont alleging that the Company and Switch Manufacturing have infringed on
the Burton Corporation's 3D Patent. This matter is currently undergoing
discovery.

     In June 2000, the Burton Corporation brought an action against the Company
and Northwave North America Inc. in the Federal Court for the District of
Vermont alleging that the Company's "T-4" and "T-5" snowboard boots infringe
U.S. patent 6,050,005 issued to the Burton Corporation on April 18, 2000. This
matter is currently undergoing discovery.

(2) Lawrence Franco, Darin Campbell on behalf of themselves and all others
similarly situated vs. Vans, Inc. and Vans Footwear International Inc. (Superior
Court for the County of Orange, Case No. 01CC03995).

     On April 4, 2001, the Company and Vans Footwear International were served
with a complaint alleging that certain current and former store managers of the
Company were improperly classified as "salaried exempt" under California law.
The complaint seeks class action status and an unspecified amount of damages for
unpaid overtime wages, penalties as provided under California law, and
attorney's fees. The Company is reviewing the complaint and believes it has
meritorious defenses to the allegations made therein.

<PAGE>   106



                Schedule 6.16 Subsidiaries and Minority Interests
                                Parts (a) and (b)



<TABLE>
                                           -----------------
                                           |       1        |
                                           |   VANS, INC.   |
                                           -----------------
<S>               <C>          <C>        <C>             <C>              <C>          <C>         <C>

    ---------------------------------------------------------------------------------------------------------------
     |             |           |           |               |               |            |             |            |
     |             |           |           |               |               |            |             |            |
 ----5------  -----4-----  ----3-----  ----2-------  ------6----- --------7------- -----8----- -------9--------    |
|   Vans    ||Vans Latin ||  Switch  || Vans Inc., ||   Vans Far ||      Vans     ||  Vans    ||     Vans      |   |
|  Latino-  || America   ||   Mfg.   ||  Limited   ||     East   ||    Footwear   || Footwear || International |   |
| Americana ||   Inc.    ||   100%   || (formerly  ||   Limited  || International,||   Ltd.   ||     Inc.      |   |
| (Mexico)  ||  50.01%   ||          ||  Global    ||     100%   ||      Inc.     ||   100%   ||     100%      |   |
|  50.01%   ||           ||          || Accessories||            ||      100%     ||          ||               |   |
|           ||           ||          ||   100%     ||            ||               ||          ||               |   |
------------ ------------  ----------  ------------- ------------- ----------------  ----------- ---------------   |
                   |                                                                                               |
      -------------|--------------                            -----------------------------------------------------|
      |            |             |                            |                   |                 |              |
 ----------- ------------  ------------               ------------------  -----------------  --------------        |
|    Vans   ||    Vans   ||     Vans   |             |       12         ||       11        ||      10      |       |
| Argentina ||  Uruguay  ||    Brazil  |             | Vans Holland BV  ||  Vans Pac, LLC  ||  VASH, LLC   |       |
|   100%    ||   100%    ||      100%  |             |      100%        ||       51%       ||     51%      |       |
------------  -----------  ------------               ------------------  -----------------  --------------        |
                                  ---------------------------------------------------------------------------------
                                 |              |              |                 |                  |
                            -----------    ------------   ------------- ----------------    -----------------
                           |    13     ||      14      ||     15      ||       16         ||       17        |
                           | Vans.com  ||   BoardWild  ||    Quokka   ||    Loonatic LLC  ||   Launch Media, |
                           |    100%   ||      LLC     || Sports, Inc.||                  ||      Inc.       |
                            -----------   -------------   ------------- ----------------    ----------------
</TABLE>




1.   A Delaware corporation, successor to Van Doren Rubber Company, a California
     corporation founded in 1966.
2.   The Company's distributor in the U.K. which has been acquired pursuant to
     an earn-out transaction which will be fully completed by November 2001.
3.   A manufacturer of step-in snowboard boot binding acquired in July 1998.
4.   A Bahamas corporation jointly owned with Tavistock Holdings. Is the parent
     of three subsidiaries for South America.
5.   A Mexican corporation jointly owned with Tavistock Holdings.
6.   A Hong Kong company through which all of the Company's international
     transactions flow.
7.   A California corporation which primarily acts as the limited partner of a
     Texas limited partnership which holds the leases for the Company's Texas
     retail stores.
8.   A U.K. company which primarily holds the leases for the Company's five
     European Stores.
9.   A Virgin Islands FSC.
10.  A Delaware limited liability company which is jointly owned with Sunglass
     Hut.
11.  A Delaware limited liability company which is jointly owned with Pacific
     Sunwear.
12.  A Netherlands company which contracts with a distribution company in the
     Netherlands.
13.  A Delaware limited liability company.
14.  Vans owns a 20% interest in this Oregon LLC.
15.  Vans owns less than 1% of this Delaware Corporation.
16.  Vans owns approximately 25% of this California LLC.
17.  Vans owns less than 1% of this Delaware Corporation.


<PAGE>   107


                                  SCHEDULE 8.01
                                 PERMITTED LIENS

Capital and Operating Leases:
     Certain precautionary filings on specific equipment under capital and
     operating leases as disclosed on that certain UCC search report dated April
     15, 1999.



<PAGE>   108



                                  SCHEDULE 8.05
                             PERMITTED INDEBTEDNESS

<TABLE>

<S>                                                                                     <C>
Long Term Debt:
Vans Latin America
         Tavistock- Mexico                                                              $        2,110,986
         Tavistock- Argentina                                                                      999,897
         Tavistock- Uruguay                                                                         67,342
                                                                                        ------------------
                                                                                        $        3,178,225

Notes Payable:
         Vans, Inc.        95 Astro Van                                                 $            7,059
                           Switch Note                                                           1,611,733
                                                                                        ------------------
                                                                                        $        1,618,792

Capital Leases:

         Vans, Inc.,
         Limited           HP Creditor                                                  $           10,875
                                                                                        ------------------
                                                                                        $           10,875


         Vans, Inc.        Bank of the West               Forklift                                  18,302
                           Bank of the West               Material Handling Equip                    9,988
                           Orix USA                       Conveyor Racking System                   74,487
                           Crown Credit Company           Forklifts                                105,627
                           Sanwa Leasing                  Dell Lease I                                 679
                           Advanta Capital Lease          Phone Lease                                7,548
                           Financial Pacifica Leasi       Van II                                     4,479
                           Colonial Pacifica Leasi        Van III                                   25,049
                           Federal Leasing Comp           National Computer Lease                   11,904
                           Dell Financial Service         Dell Lease II                             13,092
                                                                                        ------------------
                                                                                        $          271,155

</TABLE>

<PAGE>   109




                                  SCHEDULE 8.08
                             CONTINGENT OBLIGATIONS


1)   Obligations under certain promissory notes issued to the shareholders of
     Switch Manufacturing pursuant to that certain Agreement and Plan of Merger
     dated July 10, 1998 between Vans, Inc. and Switch Manufacturing (the
     "Merger Agreement"), and an obligation to pay the difference between $15.00
     and the closing ask price for Vans' Common Stock on July 20, 1999, to each
     former Switch shareholder.


                  Existing Letters of Credit as of July 6, 1999

<TABLE>


   L/C Number                 Amount         Expiry Date      L/C Number              Amount         Expiry Date
   ----------                 ------         ----------       ----------              ------          -----------
<S>                         <C>              <C>            <C>                   <C>                <C>
I-7930/185/BW               112,515.28        07/21/99       I-7980/185/BW             25,326.00        08/20/09
I-7919/185/BW             1,115,255.43        10/21/99       I-7911/185/BW            129,033.31        08/08/99
I-7970/185/BW               195,006.00        09/20/99       I-7913/185/BW          1,912,447.20        08/11/99
I-7908/185/BW                13,781.31        07/21/99       I-7912/185/BW          1,884,982.44        09/02/99
I-7957/185/BW               166,967.04        07/16/99       I-8003/185/BW             63,504.00        09/21/99
I-8011/185/BW                17,000.00        08/05/99       I-7958/185/BW             44,908.80        07/16/99
I-7934/185/BW                85,379.80        08/11/99       I-7915/185/BW             42,945.50        08/31/99
I-7896/185/BW                                 07/21/99       I-7947/185/BW            325,743.20        07/16/99
I-7969/185/BW                    64.00        09/10/99       I-7902/185/BW              8,754.45        07/31/99
I-8001/185/BW               360,055.90        09/21/99       I-7966/185/BW            639,502.02        09/05/99
I-8009/185/BW                75,400.32        10/21/99       I-7920/185/BW          3,239,699.32        09/21/99
I-7926/185/BW               392,354.04        09/26/99       I-8002/185/BW            388,664.00        10/06/99
I-7869/185/BW               339,624.92        09/20/99       I-7937/185/BW            318,424.12        08/08/99
I-7960/185/BW               136,958.40        07/16/99       I-8007/185/BW          1,181,469.20        10/06/99
I-7971/185/BW                58,510.20        09/05/99       I-7981/185/BW          1,552,591.84        09/11/99
I-7918/185/BW               821,441.50        07/21/99       I-7898/185/BW             33,820.31        07/21/99
I-8008/185/BW                 3,654.00        10/21/99       I-7916/185/BW            957,439.48        09/21/99
I-7917/185/BW             1,500,000.00        09/02/99                             -------------
I-7931/185/BW               276,490.32        07/21/99                             19,035,386.81
I-7933/185/BW                34,000.00        07/23/99
                            581,673.16

</TABLE>


<PAGE>   110




                                 SCHEDULE 11.02
                     OFFSHORE AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES

BANK OF AMERICA, N.A.,
---------------------
  as Agent

Bank of America, N.A.
Commercial Agency Management
WA1-501-37-20
800 Fifth Avenue, Floor 37
Seattle, Washington  98104
Attention:  Dora A. Brown, Vice President
Telephone:  (206) 358-0101
Facsimile:   (206) 358-0971

AGENT'S PAYMENT OFFICE:
----------------------

Bank of America, N.A.
Agency Administrative Services (Mail Code:  CA4-706-05-09)
1850 Gateway Boulevard
Concord, California 94520
Attention:  Michael Colin
Telephone:  (925) 675-8368
Facsimile:   (888) 969-9318

Account No.:  12331-17060
ABA No. 1210-0035-8
Attention:  Agency Administrative Services
Re:  Vans, Inc.

BANK OF AMERICA, N.A.,
---------------------
  as a Lender

Domestic and Offshore Lending Office:
1850 Gateway Boulevard, Fourth Floor
Concord, California 94520

Notices (other than Borrowing notices and Notices of
Conversion/Continuation):
Bank of America, N.A.
Agency Administrative Services (Mail Code:  CA4-706-05-09)
1850 Gateway Boulevard
Concord, California 94520
Attention:  Michael Colin
Telephone:  (925) 675-8368
Facsimile:  (888) 969-9318


<PAGE>   111




BANK OF AMERICA, N.A.,
---------------------
  as Issuing Lender

Address for Notices:
International Trade
Banking Division #5655
333 S. Beaudry Ave., 19th Floor
Los Angeles, CA  90017

BNP PARIBAS (formerly known as BANQUE NATIONALE de PARIS,)
-----------
  as a Lender and as an Issuing Lender

180 Montgomery Street
San Francisco, CA  94104

CITY NATIONAL BANK, a National Banking Association,
---------------------------------------------------
  as a Lender

Address for Notices:
400 North Roxbury Drive
Beverly Hills, CA  90210
Attention:  Fernando Buesa

GREATER BAY CORPORATE FINANCE, a Division of
--------------------------------------------
Cupertino National Bank and Trust,
---------------------------------
  as a Lender

1255 Treat Blvd., Suite 160
Walnut Creek, CA  94596

CALIFORNIA FEDERAL BANK, a federal savings bank
 as a Lender

24221 Calle De La Louisa, Suite 204
Laguna Hills, CA 92653
Attention:  Julie R. Weis

UNION BANK OF CALIFORNIA, N.A.,
------------------------------ -
as a Lender

445 South Figueroa Street, 10th Floor
P.O. Box 513100 Terminal Annex
Los Angeles, CA 90071-1655
Attention:  Mike Roesner
Telephone:  (213) 236-6456
Facsimile:  (213) 236-7635


<PAGE>   112




                                EXHIBITS A AND B

     Same as Exhibits A and B attached to the Original Credit Agreement.


<PAGE>   113



                                    EXHIBIT C

                        [FORM OF COMPLIANCE CERTIFICATE]



                                    Financial
                                    Statement Date:              ,
                                                   ------------  ----

     Reference is made to that certain Second Amended and Restated Credit
Agreement dated as of April 30, 2001 (as amended, supplemented or otherwise
modified, the "Credit Agreement") among Vans, Inc. (the "Company"), Bank of
America, N.A., as agent and letter of credit issuing lender, and the other
financial institutions party thereto (the "Lenders"). Unless otherwise defined
herein, capitalized terms used herein have the respective meanings assigned to
them in the Credit Agreement.

     The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the _______ of the Company, and that, as such, he/she is
authorized to execute and deliver this compliance certificate (the
"Certificate") to the Lenders and the Agent on the behalf of the Company and its
Subsidiaries, and further certifies on behalf of the Company that:

     [Use the following paragraph if this Certificate is delivered in connection
with the financial statements required by subsection 7.01(a) of the Credit
Agreement.

     1. Attached as Schedule 1 hereto are (a) a true and correct copy of the
audited consolidated and consolidating balance sheet of the Company and its
Subsidiaries as at the end of the fiscal year ended _______________, _____ and
(b) the related consolidated and consolidating statements of income or
operations, stockholders' equity and cash flows for such year, setting forth in
each case in comparative form the figures for the previous fiscal year, and
accompanied by the opinion of a "Big Five" accounting firm or another
nationally-recognized independent public accounting firm selected by the Company
and reasonably satisfactory to the Agent ("Independent Auditor"), and such
report states that such consolidated and consolidating financial statements
present fairly in all material respects, the financial position for the periods
indicated in conformity with GAAP applied on a basis consistent with prior
years. Such opinion does not contain a "going concern" or like qualification or
exception and is not qualified or limited because of a restricted or limited
examination by the Independent Auditor of any material portion of the Company's
or any Subsidiary's records.]

[Use the following paragraph if this Certificate is delivered in connection with
the financial statements required by subsection 7.01(b) of the Credit Agreement.

     1. Attached as Schedule 1 hereto are (a) a true and correct copy of the
unaudited consolidated and consolidating balance sheet of the Company and its
Subsidiaries as of the end of the fiscal quarter ended __________, _____, and
(b) the related consolidated and consolidating statements of income for the
period commencing on the first day and ending on the

<PAGE>   114





last day of such quarter and for the portion of the fiscal year ended on the
last day of such quarter, and each of the above fairly presents in all material
respects in accordance with GAAP (subject to the ordinary, good faith year-end
audit adjustments), the financial position and the results of operations of the
Company and its consolidated Subsidiaries.]

[Use the following paragraph if this Certificate is delivered in connection with
a Permitted Acquisition or a Permitted Equity Investment.

     1. This Certificate is being delivered in connection with a [Permitted
Acquisition][Permitted Equity Investment] which is described below and the
undersigned has completed the attached Schedule 2 after giving effect to the
transactions contemplated thereby (including the Loans and other Indebtedness
incurred in connection therewith). Before and after giving effect to such
[Acquisition][Investment], (i) the Company has cash and cash equivalents plus
availability under the Revolving Loan Commitment for Borrowings thereunder of at
least $5,000,000, (ii) no Default or Event of Default exists, including with
respect to the covenants contained in Section 8.12 of the Credit Agreement,
based on the financial statements most recently delivered to the Agent pursuant
to subsection 7.01(a) or (b) of the Credit Agreement as adjusted on a pro forma
basis including the [Target][Investment], (iii) the sum of (a) the aggregate
amount of the Total Consideration paid for all Acquisitions during this fiscal
year plus (b) the aggregate amount of Permitted Equity Investments made during
this fiscal year does not exceed $10,000,000, and (iv) the proposed
[Acquisition][Investment] otherwise meets all of the other requirements set
forth in the definition of [Permitted Acquisition][Permitted Equity Investment]
and in the other provisions of the Loan Documents.

Description of [Permitted Acquisition][Permitted Equity Investment]: __________
------------------------------------------------------------------------------
----------------------------------------------------------------------------.]

         2. The undersigned has reviewed and is familiar with the terms of the
Credit Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and conditions (financial or
otherwise) of the Company during the accounting period covered by the attached
financial statements (the "Test Quarter") with a view to determining whether
during such Test Quarter the Company performed, observed and satisfied all of
its obligations. The undersigned certifies that during the Test Quarter, all
covenants and conditions have been so performed and observed and no Default or
Event of Default has occurred or is continuing, with the exceptions set forth
below in response to which Company has taken or proposes to take the following
actions (if none, so state).


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

<PAGE>   115



     The undersigned certifies that the calculations made and the information
contained herein are derived from and correctly reflect the books and records of
the Company and its subsidiaries.

     3. The following financial covenant analyses and information set forth on
Schedule 2 attached hereto are true and accurate on and as of the date of the
date hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
___________________, _____.


                                  VANS, INC.,
                                  a Delaware corporation


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


<PAGE>   116




                                                  Date: ______________, ____
                                                  For the fiscal quarter/year
                                                  ended ______________, ____


                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

The following covenants will be calculated quarterly, in accordance with GAAP
unless otherwise noted, and will be based upon the consolidated financial
statements of the Company. This Compliance Certificate is made pursuant to the
Second Amended and Restated Credit Agreement dated April 30, 2001 among Vans,
Inc., Bank of America, N.A., as agent and letter of credit issuing lender, and
the other financial institutions party thereto. If the terms of this Compliance
Certificate shall conflict with the Credit Agreement, then the terms of the
Credit Agreement shall govern.


                                                Actual       Required/Permitted
                                                ------       ------------------
1.   Consolidated Adjusted EBITDA.
     ----------------------------
     The sum of:
A.   Consolidated EBITDA
     The sum of:
     (i)      net income (loss)                 __________
     plus
     ----
     (ii)       income tax expense              __________
     plus
     ----
     (iii)    gross interest expense            __________
     plus
     ----
     (iv)     depreciation and non-cash
              mortization expense               __________
     plus
     ----
     (v)      losses on sales of fixed assets   __________
     minus
     -----
     (vi)     gains on sales of fixed assets    __________


<PAGE>   117




                                                                       Required/
                                                         Actual        Permitted
                                                         ------        ---------
           minus
           -----
           (vii)    extraordinary income or
                    gain
                                                        ___________
           plus
           ----
           (viii)    non-cash extraordinary
                     loss                                __________

           A = (i) + (ii) + (iii) + (iv) + (v)
                   - (vi) - (vii) + (viii)            =  __________
B.         EBITDA of Target(1), (2)
     =     A + B(2)                                   =  __________
                                                                        ========
2.         Minimum Fixed Charge Coverage Ratio.
           -----------------------------------
           The ratio of:
A.         Consolidated Adjusted Cash Flow

           (i)      Consolidated EBITDA
                    (see Section 1.A)                    __________
           plus
           ----
           (ii)     aggregate amount of rent expenses
                    of Company and its Subsidiaries
                    appearing in the consolidated
                    financial statement of income of
                    Company and its Subsidiaries         __________

           minus
           -----
           (iii)    capital expenditures (other than
                    capital leases and net of net
                    proceeds of purchase money financings
                    and net of net proceeds of Delayed
                    Draw Term Loans made to finance
                    capital expenditures made during
                    such period)                          __________

           minus
           -----
           (iv)     income taxes paid in cash             __________

-----------
(1) Adjusted EBITDA to be included only if the financial statements of such
Target for the applicable period have been audited (if a material Acquisition)
or reviewed (if not a material Acquisition) by a "Big Five" Accounting firm or
another independent accounting firm reasonably satisfactory to the Majority
Lenders.

(2) To be calculated in accordance with the formula outlined in Section A.


<PAGE>   118


                                                                     Required/
                                                      Actual         Permitted
                                                      ------         ---------

    minus
    -----
    (v)      to the extent that the aggregate
             mount of certain distributions
             and dividends made by Van Pac,
             LLC and VASH, LLC to their
             respective members3 (other than
             the Company) exceeds $1,500,000
             in the aggregate, the amount of such
             excess (not to be less than zero)         __________

    A  = (i) + (ii) - (iii) - (iv) -- (v)              __________

B.  Consolidated Fixed Charges

    The sum of:

    (i)      gross interest expense payable in cash    __________

    plus
    ----
    (ii)     aggregate amounts of rents paid in cash   __________

    plus
    ----
    (iii)    scheduled cash principal payments on
             certain Indebtedness(4)                   __________

    B = (i) + (ii) + (iii)                         =   __________
             A
           ----
    =        B     =                                   __________   __________


----------
(3) Pursuant to Section 8.11(e) of the Second Amended and Restated Credit
Agreement.

(4) For purposes of this item, "Indebtedness" of any Person means, without
duplication, (a) all indebtedness for borrowed money; (b) all obligations
issued, undertaken or assumed as the deferred purchase price of property or
services (other than trade payables entered into in the ordinary course of
business on ordinary terms); (c) all non-contingent reimbursement or payment
obligations with respect to Surety Instruments; (d) all obligations evidenced by
notes, bonds, debentures or similar instruments, including obligations so
evidenced incurred in connection with the acquisition of property, assets or
businesses; (e) all indebtedness created or arising under any conditional sale
or other title retention agreement, or incurred as financing, in either case
with respect to property acquired by the Person (even though the rights and
remedies of the seller or bank under such agreement in the event of default are
limited to repossession or sale of such property); (f) all obligations with
respect to capital leases; (g) all indebtedness referred to in clauses (a)
through (f) above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien upon or
in property (including accounts and contracts rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Indebtedness.


<PAGE>   119


                                                                      Required/
                                                         Actual       Permitted
                                                         ------       ---------

3.   Maximum Consolidated Funded Debt
     --------------------------------
     to Consolidated Adjusted EBITDA Ratio.
     -------------------------------------

     The ratio of:
A.   Consolidated Funded Debt
     (i)      Indebtedness(5)

              (a)      all indebtedness for borrowed
                       money(6)                         __________
              plus
              (b)      all obligations issued,
                       undertaken or assumed as the
                       deferred purchase price of
                       property or services(7)          __________
              plus
              (c)      all non-contingent
                       reimbursement or payment
                       obligations with respect to
                       Surety Instruments               __________
              plus
              (d)      all obligations evidenced by
                       notes, bonds, debentures or
                       similar instruments(8)           __________
              plus
              (e)      all indebtedness created or
                       arising under any conditional
                       sale or other title retention
                       agreement, or incurred as        __________
                       financing(9)

----------------
5 The outstanding principal amount of, and all due and payable interest on.
6 Other than the Standby Letter of Credit issued on the Closing Date to back up
existing commercial letters of credit.
7 Other than trade payables entered into in the ordinary course of business on
ordinary terms.
8 Includes obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses.
9 In either case with respect to property acquired by the Person, even though
the rights and remedies of the seller or bank under such agreement in the event
of default are limited to repossession or sale of such property.

<PAGE>   120


                                                                     Required/
                                                   Actual            Permitted
                                                   ------            ---------

         plus
         (f)      all obligations with respect     __________
                  to capital leases
         plus
         (g)      all indebtedness referred
                  above in (a) through (f) above
                  secured by (or for which the
                  holder of such Indebtedness
                  has an existing right,
                  contingent or otherwise, to be
                  secured by) any Lien upon or
                  in property (including
                  accounts and contract rights)
                  owned by such Person, even
                  though such Person has not
                  assumed or become liable for     __________
                  the payment of such
                  Indebtedness
         plus
         (h)      all Guaranty Obligations in
                  respect of indebtedness or
                  obligations of others of the
                  kinds referred to in (a)         __________
                  through (g) above.

             (i) = (a) + (b) + (c) + (d) + (e) +
                     (f) + (g) + (h)               __________





<PAGE>   121


                                                                    Required/
                                                        Actual      Permitted
                                                        ------      ---------

        plus
        (ii)  present value of payments that the
              Company or a Subsidiary is obligated to
              make in the future under any covenant
              not to compete, consulting agreements
              (other than consulting agreements with
              Persons that are not Affiliates of the
              seller or the Company), "earn-up" or
              "earn-out" agreements and other
              deferred payment obligations (excluding
              those payments which are non-cash
              payments which the Company or a
              Subsidiary does not have the option to
              pay in cash) accrued in accordance with
              GAAP                                      __________

     A = (i) + (ii) =                                   __________

B.   Consolidated Adjusted EBITDA (See Section 1)
                                                        __________
      =  A
        ---                                         =   __________   __________
         B

4.   Minimum Quick Ratio

A.   Adjusted current assets

     The sum of:

     (i)      Cash                                      __________

     plus
     ----
     (ii)     Marketable debt securities with           __________
     maturities of less than one year

     plus
     ----
     (iii)    Accounts receivable                       __________

     A = (i) + (ii) + (iii)                             __________




<PAGE>   122


                                                                      Required/
                                                        Actual        Permitted
                                                        ------        ---------

B.   Adjusted current liabilities                       __________

     The sum of:

     (i)      Current liabilities                       __________

     plus
     (ii)     Without duplication, the aggregate
              amount of Revolving Loans and Swing
              Line Loans outstanding                    __________

     B = (i) + (ii) =                                   __________

       =  A
       ----                                        =    __________   __________
         B

5.   After Tax Losses

A.   After tax consolidated net income for the fiscal
     quarter ended ______, ______(10)                   __________

B.   After tax consolidated net income for the fiscal
     quarter ended ______, ______(11)                   __________

6.   Restricted Payments

A.   The aggregate amount of repurchase of Company's
     stock from the Closing Date to the earlier of
     (i) the date hereof and (ii) the Revolving         __________   $12,000,000
     Termination Date

B.   The aggregate amount of dividends and
     distributions by each of Vans Latino Americana
     (Mexico) and Vans Latin America, Inc. to its
     respective shareholders (including the Company)    __________    $1,000,000
     since the Closing Date


--------------
10 Test Quarter.
11 The fiscal quarter immediately preceding the Test Quarter.


<PAGE>   123




                                                                     Required/
                                                      Actual         Permitted
                                                      ------         ---------
7. Contingent Obligations
   ----------------------

A. The aggregate amount of Permitted Swap
   Obligations under (i) any interest rate swap
   agreement, interest rate cap agreement or
   interest rate collar agreement or (ii) any
   foreign exchange contract or currency swap
   agreement                                          __________    $30,000,000

8. Limitations of Indebtedness
   ---------------------------

A. Indebtedness secured by Liens permitted by
   subsections 8.01(h) and (i) of the Credit
   Agreement                                          __________     $9,000,000

B. Indebtedness incurred during this fiscal year
   and secured by Liens permitted by subsections
   8.01(h) and (i) of the Credit Agreement(12)        __________     $5,000,000

C. Other unsecured Indebtedness                       __________     $2,000,000


-------------
12 It being understood that unused amounts in one fiscal year will not be
eligible to be carried forward to any future periods.


<PAGE>   124




                              EXHIBITS D THROUGH K

     Same as Exhibits D through K attached to the Original Credit Agreement.